-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, MSM9RjsL4K3gZ8O0DjPuatxuSEq3AjFu6x+FjmOTr9W7XIBNSdGqiKtg1I2wLfKO vXKIBz3UOaiOUBTfOwzFrQ== 0000950115-97-001174.txt : 19970806 0000950115-97-001174.hdr.sgml : 19970806 ACCESSION NUMBER: 0000950115-97-001174 CONFORMED SUBMISSION TYPE: S-4 PUBLIC DOCUMENT COUNT: 55 FILED AS OF DATE: 19970805 SROS: NONE FILER: COMPANY DATA: COMPANY CONFORMED NAME: CHEMICAL LEAMAN CORP /PA/ CENTRAL INDEX KEY: 0000215425 STANDARD INDUSTRIAL CLASSIFICATION: TRUCKING (NO LOCAL) [4213] IRS NUMBER: 232021808 STATE OF INCORPORATION: PA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-32863 FILM NUMBER: 97651573 BUSINESS ADDRESS: STREET 1: 102 PICKERING WAY CITY: EXTON STATE: PA ZIP: 19341 BUSINESS PHONE: 6103634200 MAIL ADDRESS: STREET 1: 102 PICKERING WAY CITY: EXTON STATE: PA ZIP: 19341 S-4 1 FORM S-4 REGISTRATION STATEMENT AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON AUGUST 5, 1997 REGISTRATION NO. 333- - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 --------------------------- FORM S-4 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 --------------------------- CHEMICAL LEAMAN CORPORATION (Exact name of registrant as specified in its charter) PENNSYLVANIA 4213 23-2021808 (State of Incorporation) (Primary Standard Industrial (I.R.S. Employer Identification No.) Classification Code Number)
102 PICKERING WAY EXTON, PENNSYLVANIA 19341-0200 (610) 363-4200 (Address, Including Zip Code, and Telephone Number, Including Area Code, of Registrant's Principal Executive Offices) --------------------------- DAVID M. BOUCHER SENIOR VICE PRESIDENT, CHIEF FINANCIAL OFFICER & SECRETARY CHEMICAL LEAMAN CORPORATION 102 PICKERING WAY EXTON, PENNSYLVANIA 19341-0200 (Name, Address Including Zip Code, and Telephone Number, Including Area Code, of Agent for Service) --------------------------- Copies to all communications to: BARRY M. ABELSON, ESQUIRE ROBERT A. FRIEDEL, ESQUIRE PEPPER, HAMILTON & SCHEETZ LLP 3000 TWO LOGAN SQUARE PHILADELPHIA, PA 19103 (215) 981-4000 APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: As soon as practicable after the registration statement becomes effective and all other conditions to the exchange offer described in the enclosed Propestus have been satisfied or waived. If any of the securities being registered on this Form are to be offered in connection with the formation of a holding company and there is compliance with General Instruction G, check the following box. / / CALCULATION OF REGISTRATION FEE
=========================================================================================================================== PROPOSED PROPOSED AMOUNT MAXIMUM MAXIMUM AMOUNT OF TITLE OF EACH CLASS OF TO BE OFFERING PRICE AGGREGATE REGISTRATION SECURITIES TO BE REGISTERED REGISTERED (1) PER NOTE OFFERING PRICE FEE - --------------------------------------------------------------------------------------------------------------------------- 10 3/8% Senior Notes due 2005.......... $100,000,000 100%(1) $100,000,000(1) $30,303 ===========================================================================================================================
(1) Estimated solely for the purposes of calculating the registration fee pursuant to Rule 457(f)(2) under the Securities Act of 1933. --------------------------- THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(A) OF THE SECURITIES ACT OF 1933, AS AMENDED, OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(A), MAY DETERMINE. - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- CHEMICAL LEAMAN CORPORATION CROSS REFERENCE SHEET PURSUANT TO ITEM 501(B) OF REGULATION S-K AND RULE 404(A) SHOWING LOCATION IN PROSPECTUS OF INFORMATION REQUIRED BY ITEMS IN FORM S-4
REGISTRATION STATEMENT ITEM AND HEADING PROSPECTUS CAPTION --------------------------------------- ------------------ 1. Forepart of Registration Statement and Outside Front Cover Page of Prospectus........................... Facing Page; Cross-Reference Sheet; Outside Front Cover Page of Prospectus 2. Inside Front and Outside Back Cover Pages of Prospectus......................................... Available Information; Table of Contents; Inside Front Pages of Prospectus 3. Risk Factors, Ratio of Earnings to Fixed Charges and Other Information.................................. Prospectus Summary; Risk Factors; The Exchange Offer; Summary Consolidated Financial Data; Selected Consolidated Financial Data; Capitalization 4. Terms of the Transaction............................. Prospectus Summary; The Exchange Offer; Description of Principal Indebtedness; Description of New Notes; Plan of Distribution 5. Pro Forma Financial Information...................... Summary Consolidated Financial Data; Selected Consolidated Financial Data 6. Material Contacts with the Company Being Acquired........................................... Not Applicable 7. Additional Information Required for Reoffering by Persons and Parties Deemed to be Underwriters...... Not Applicable 8. Interests of Counsel................................. Legal Matters 9. Disclosure of Commission Position on Indemnification for Securities Act Liabilities..................... Not Applicable 10. Information With Respect to S-3 Registrants.......... Not Applicable 11. Incorporation of Certain Information by Reference.... Not Applicable 12. Information with Respect to S-2 or S-3 Registrants... Not Applicable 13. Incorporation of Certain Information by Reference.... Not Applicable 14. Information with Respect to Registrants Other than S-2 or S-3 Registrants............................. Prospectus Cover Page; Available Information; Prospectus Summary; Summary Consolidated Financial Data; Selected Consolidated Financial Data; Management's Discussion and Analysis of Financial Condition and Results of Operations; Business; Index to Consolidated Financial Statements 15. Information with Respect to S-3 Companies............ Not Applicable 16. Information with Respect to S-2 or S-3 Companies..... Not Applicable 17. Information with Respect to Companies Other than S-2 or S-3 Companies................................... Not Applicable 18. Information if Proxies, Consents or Authorizations are to be Solicited................................ Not Applicable 19. Information if Proxies, Consents or Authorizations are not to be Solicited or in an Exchange Offer.... Management; Certain Transactions; Incorporation of Certain Documents by Reference
Information contained herein is subject to completion or amendment. A registration statement relating to these securities has been filed with the Securities and Exchange Commission. These securities may not be sold nor may offers to buy be accepted prior to the time the registration statement becomes effective. This prospectus shall not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of these securities in any state in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state. PROSPECTUS SUBJECT TO COMPLETION, DATED AUGUST 5, 1997 CHEMICAL LEAMAN CORPORATION 10 3/8% SENIOR NOTES DUE 2005 [LOGO] ($100,000,000 PRINCIPAL AMOUNT OUTSTANDING) FOR 10 3/8% SENIOR NOTES DUE 2005 ------------------------ The Exchange Offer (defined below) and withdrawal rights will expire at 5:00 p.m., New York City time, on , 1997 (as such date may be extended, the "Expiration Date"). Chemical Leaman Corporation ("Chemical" and together with its subsidiaries the "Company") hereby offers (the "Exchange Offer"), upon the terms and subject to the conditions set forth in this Prospectus and the accompanying letter of transmittal (the "Letter of Transmittal"), to exchange $1,000 in principal amount of its 10 3/8% Senior Notes due 2005 (the "New Notes") for each $1,000 in principal amount of its outstanding 10 3/8% Senior Notes due 2005 (the "Old Notes") (the Old Notes and the New Notes are sometimes collectively referred to herein as the "Notes") held by Eligible Holders (defined below). An aggregate principal amount of $100 million of Old Notes is outstanding. See "The Exchange Offer." For purposes of the Exchange Offer, "Eligible Holder" shall mean the registered owner of any Old Notes that remain Registrable Securities (defined below) as reflected on the records of First Union National Bank, as registrar for the Old Notes (in such capacity, the "Registrar"), or any person whose Old Notes are held of record by the depository of the Old Notes. For purposes of the Exchange Offer, "Registrable Securities" means each Old Note until the earliest to occur of (i) the date on which such Old Note has been exchanged for a New Note in the Exchange Offer and is thereafter freely tradeable by the holder thereof not an affiliate of the Company, (ii) the date on which such Old Note is registered under the Securities Act of 1933, as amended (the "Securities Act"), and disposed of in accordance with a registration statement, (iii) the date on which such Old Note is eligible for distribution to the public pursuant to Rule 144(k) under the Securities Act, or (iv) the date on which such Old Note shall have ceased to be outstanding. The Company will accept for exchange any and all Old Notes that are validly tendered prior to 5:00 p.m., New York City time, on the Expiration Date. Tenders of Old Notes may be withdrawn at any time prior to 5:00 p.m., New York City time, on the Expiration Date. The Exchange Offer is not conditioned upon any minimum principal amount of the Old Notes being tendered for exchange. However, the Exchange Offer is subject to certain customary conditions, which may be waived by the Company, and to the terms and provisions of the Registration Rights Agreement, dated as of June 10, 1997 (the "Registration Rights Agreement") among the Company, Merrill Lynch, Pierce, Fenner & Smith Incorporated and Schroder Wertheim & Co. Incorporated (collectively, the "Initial Purchasers"). The Old Notes may be tendered only in multiples of $1,000. See "The Exchange Offer." SEE "RISK FACTORS" BEGINNING ON PAGE 12 HEREIN FOR A DISCUSSION OF CERTAIN RISKS THAT SHOULD BE CONSIDERED BY ELIGIBLE HOLDERS IN EVALUATING THE EXCHANGE OFFER. ------------------------ THESE SECURITIES HAVE NOT BEEN APPROVED BY THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE. ------------------------ The date of this Prospectus is ____________ , 1997. The Old Notes were issued in a transaction (the "Offering") pursuant to which the Company issued an aggregate of $100,000,000 principal amount of the Old Notes to the Initial Purchasers on June 16, 1997 (the "Closing Date") pursuant to a Purchase Agreement, dated June 10, 1997 (the "Purchase Agreement") among the Company and the Initial Purchasers. The Initial Purchasers subsequently resold the Old Notes in reliance on Rule 144A under the Securities Act and certain other exemptions under the Securities Act. The Company and the Initial Purchasers also entered into the Registration Rights Agreement, pursuant to which the Company granted certain registration rights for the benefit of the holders of the Old Notes. The Exchange Offer is intended to satisfy certain of the Company's obligations under the Registration Rights Agreement with respect to the Old Notes. See "The Exchange Offer - Purpose and Effect." The Old Notes were issued under an indenture, dated as of June 16, 1997 (the "Indenture"), among the Company and First Union National Bank, as trustee (in such capacity, the "Trustee"). The New Notes will be issued under the Indenture as it relates to the New Notes. The form and terms of the New Notes will be identical in all material respects to the form and terms of the Old Notes, except that (i) the New Notes have been registered under the Securities Act and, therefore, will not bear legends restricting the transfer thereof, (ii) subject to certain limited exceptions, holders of New Notes will not be entitled to Additional Interest (as defined in the Registration Rights Agreement) otherwise payable under the terms of the Registration Rights Agreement in respect of Old Notes held by such holders during any period in which a Registration Default (as defined in the Registration Rights Agreement) is continuing, and (iii) holders of New Notes will not be, and upon the consummation of the Exchange Offer Eligible Holders of Old Notes will no longer be, entitled to certain rights under the Registration Rights Agreement intended for the holders of unregistered securities. The Exchange Offer shall be deemed consummated upon the delivery by the Company to the Registrar under the Indenture of New Notes in the same aggregate principal amount as the aggregate principal amount of Old Notes that are validly tendered by holders thereof pursuant to the Exchange Offer. See "The Exchange Offer - Termination of Certain Rights" and "- Procedures for Tendering Old Notes" and "Description of New Notes." The New Notes will bear interest at a rate equal to 10 3/8% per annum from and including their date of issuance. Interest on the New Notes is payable semi-annually on each June 15 and December 15 of each year (each, an "Interest Payment Date"). Eligible Holders whose Old Notes are accepted for exchange will have the right to receive interest accrued thereon from the date of their original issuance or the last Interest Payment Date, as applicable, to, but not including, the date of issuance of the New Notes, such interest to be payable with the first interest payment on the New Notes. Interest on the Old Notes accepted for exchange will cease to accrue on the day prior to the issuance of the New Notes. The New Notes will mature on June 15, 2005. See "Description of New Notes." The New Notes will not be redeemable, in whole or in part, prior to June 15, 2001. Thereafter, the New Notes will be redeemable at the redemption prices set forth herein, plus accrued and unpaid interest thereon to the redemption date. In addition, on or prior to June 15, 2000, the Company may redeem up to 25% of the originally issued aggregate principal amount of the Notes, at a redemption price of 110 3/8% of the principal amount thereof, plus accrued and unpaid interest thereon, if any, to the date of redemption, with the net proceeds of a Public Equity Offering (as defined herein); provided, however, that not less than $75 million in aggregate principal amount of the Notes is outstanding immediately after giving effect to such redemption. Upon the occurrence of a Change of Control (as defined herein), each Eligible Holder of the New Notes will have the right to require the Company to purchase all or a portion of such holder's New Notes for which a Change of Control Purchase Notice (as defined herein) shall have been delivered as provided in the Indenture and not withdrawn at 101% of the aggregate principal amount thereof, plus accrued and unpaid interest thereon, if any, to the date of purchase. See "Description of New Notes - Offer to Purchase the Notes." The New Notes will rank pari passu in right of payment with all existing and future unsecured and unsubordinated indebtedness of the Company and senior in right of payment to all existing and future subordinated indebtedness of the Company. The New Notes will be effectively subordinated to all secured indebtedness of the Company to the extent of the assets securing such indebtedness, i including indebtedness under the $20 million New Revolving Credit Facility (as defined), and all existing and future indebtedness and other obligations of the subsidiaries of the Company. As of June 29, 1997, the Company and its subsidiaries had $6.1 million of indebtedness outstanding in addition to the New Notes. See "New Revolving Credit Facility," "Risk Factors," "Description of New Notes,"and "Management's Discussion and Analysis of Financial Condition and Results of Operations - Liquidity and Capital Resources." The Indenture permits the Company and its subsidiaries to incur additional Indebtedness, including additional secured Indebtedness, subject to certain limitations. See "Description of New Notes." Based on interpretations by the staff of the Securities and Exchange Commission (the "Commission") set forth in no-action letters issued to third parties, the Company believes that New Notes issued pursuant to the Exchange Offer to an Eligible Holder in exchange for Old Notes may be offered for resale, resold and otherwise transferred by such Eligible Holder, other than as set forth below, without compliance with the registration and prospectus delivery provisions of the Securities Act, provided that the Eligible Holder is not an affiliate of the Company within the meaning of Rule 405 under the Securities Act, is acquiring the New Notes in the ordinary course of business and is not participating, and has no arrangement or understanding with any person to participate, in the distribution of the New Notes. Eligible Holders wishing to accept the Exchange Offer must represent to the Company, as required by the Registration Rights Agreement, that such conditions have been met. Each broker-dealer that acquired Old Notes directly from the Company and that receives New Notes for its own account pursuant to the Exchange Offer must comply with the registration and prospectus delivery requirements of the Securities Act in connection with any secondary resale transaction (unless an exemption from registration is otherwise available). See "The Exchange Offer - Resales of the New Notes." Each broker-dealer that receives New Notes in exchange for Old Notes that were acquired by such broker-dealer as a result of market-making or other trading activities must, in connection with any resale of such New Notes, comply with the prospectus delivery requirements of the Securities Act and must acknowledge that it will deliver a prospectus in connection with any such resale. The Company has agreed that, for a period of 180 days after the effective date of this Prospectus, it will make this Prospectus, as it may be amended or supplemented from time to time, available for use by any broker-dealer in connection with resales of New Notes received in exchange for Old Notes where such Old Notes were acquired by such broker-dealer as a result of market-making or other trading activities. As of June 16, 1997, Cede & Co. ("Cede"), as nominee for The Depository Trust Company, New York, New York ("DTC"), was the registered holder of $98 million aggregate principal amount of the Old Notes and held such Old Notes for its participants. The Company believes that no such participant is an affiliate (as such term is defined in Rule 405 of the Securities Act) of the Company. There has previously been only a limited secondary market, and no public market, for the Old Notes. The Old Notes are eligible for trading in the Private Offering, Resales and Trading through Automatic Linkages ("PORTAL") market. There can be no assurance as to the liquidity of the trading market for either the New Notes or the Old Notes. The New Notes constitute securities for which there is no established trading market, and the Company does not currently intend to list the Notes on any securities exchange. If such a trading market develops for the New Notes, future trading prices will depend on many factors, including, among other things, prevailing interest rates, the Company's results of operations and the market for similar securities. Depending on such factors, the New Notes may trade at a discount from their face value. See "Risk Factors - Absence of Public Market for the New Notes." The Company will not receive any proceeds from this Exchange Offer. Pursuant to the Registration Rights Agreement, the Company will bear all expenses incident to the Company's consummation of the Exchange Offer and compliance with the Registration Rights Agreement. THE EXCHANGE OFFER IS NOT BEING MADE TO, NOR WILL THE COMPANY ACCEPT SURRENDERS FOR EXCHANGE FROM, HOLDERS OF OLD NOTES IN ANY JURISDICTION IN WHICH THE EXCHANGE OFFER OR THE ACCEPTANCE THEREOF WOULD NOT BE IN COMPLIANCE WITH THE SECURITIES OR BLUE SKY LAWS OF SUCH JURISDICTION. ii $98 million aggregate principal amount of the Old Notes were issued originally in global form (the "Global Old Note"). The Global Old Note was deposited with, or on behalf of, DTC, as the initial depository with respect to the Old Notes (in such capacity, the "Depository"). The Global Old Note is registered in the name of Cede, as nominee of DTC, and beneficial interests in the Global Old Note are shown on, and transfers thereof are effected only through, records maintained by the Depository and its participants. The use of the Global Old Note to represent certain of the Old Notes permits the Depository's participants, and anyone holding a beneficial interest in an Old Note registered in the name of such a participant, to transfer interests in the Old Notes electronically in accordance with the Depository's established procedures without the need to transfer a physical certificate. Except as provided below, the New Notes will also be issued initially as a note in global form (the "Global New Note", and together with the Global Old Note, the "Global Notes") and deposited with, or on behalf of, the Depository. The remaining $2 million in Old Notes was issued in Physical Certificates. Notwithstanding the foregoing, holders of Old Notes that are held, at any time, by a person that is not a qualified institutional buyer under Rule 144A under the Securities Act (a "Qualified Institutional Buyer"), and any Eligible Holder that is not a Qualified Institutional Buyer that exchanges Old Notes in the Exchange Offer, will receive the New Notes in certificated form and is not, and will not be, able to trade such securities through the Depository unless the New Notes are resold to a Qualified Institutional Buyer. After the initial issuance of the Global New Note, New Notes in certificated form will be issued in exchange for a holder's proportionate interest in the Global New Note only as set forth in the Indenture. TABLE OF CONTENTS
PAGE ---- Available Information...................................................................................... iv Prospectus Summary......................................................................................... 1 Risk Factors............................................................................................... 12 The Exchange Offer......................................................................................... 19 Capitalization............................................................................................. 27 Selected Consolidated Financial Data....................................................................... 28 Management's Discussion and Analysis of Financial Condition and Results of Operations...................... 30 Business................................................................................................... 35 Management................................................................................................. 47 Certain Transactions....................................................................................... 51 Principal Stockholders..................................................................................... 53 New Revolving Credit Facility.............................................................................. 54 Description of the New Notes............................................................................... 55 Book-Entry; Delivery and Form.............................................................................. 81 Certain U.S. Income Tax Considerations..................................................................... 83 Plan of Distribution....................................................................................... 86 Legal Matters.............................................................................................. 86 Index to Consolidated Financial Statements................................................................. F-1
iii AVAILABLE INFORMATION The Company has filed with the Commission a Registration Statement (which term shall include any amendments thereto) on Form S-4 under the Securities Act (the "Registration Statement") with respect to the securities offered by this Prospectus. This Prospectus, which constitutes a part of the Registration Statement, does not contain all the information set forth in the Registration Statement and the exhibits and schedules thereto, to which reference is hereby made. Each statement made in this Prospectus referring to a document filed as an exhibit or schedule to the Registration Statement is not necessarily complete and is qualified in its entirety by reference to the exhibit or schedule for a complete statement of its terms and conditions. In addition, upon the effectiveness of the Registration Statement filed with the Commission, the Company will become subject to the informational requirements of the Securities Exchange Act of 1934, as amended (the "Exchange Act") and, in accordance therewith, the Company will file periodic reports and other information with the Commission relating to its business, financial statements and other matters. Any interested parties may inspect and/or copy the Registration Statement, its schedules and exhibits, and other information filed in connection therewith, at the public reference facilities maintained by the Commission at Room 1024, Judiciary Plaza, 450 Fifth Street, N.W., Washington, D.C. 20549 and at the Commission's regional offices located at Citicorp Center, 500 W. Madison Street, Suite 1400, Chicago, Illinois 60661, and 7 World Trade Center, Suite 1300, New York, New York 10048. Copies of such materials can be obtained at prescribed rates by addressing written requests for such copies to the Public Reference Section of the Commission at its principal office at Judiciary Plaza, 450 Fifth Street, N.W., Room 1024, Washington, D.C. 20549. The Commission also maintains a site on the World Wide Web, the address of which is http://www.sec.gov, that contains reports, proxy and information statements and other information regarding registrants that file electronically with the Commission. The obligations of the Company under the Exchange Act to file periodic reports and other information with the Commission may, to the extent that such obligations arise from the registration of the New Notes, be suspended, under certain circumstances, if the New Notes are held of record by fewer than 300 holders at the beginning of any fiscal year and are not listed on a national securities exchange. The Company has agreed that, whether or not it is required to do so by the rules and regulations of the Commission, for so long as any of the Notes remain outstanding, it will furnish to the holders of the Notes and file with the Commission (unless the Commission will not accept such a filing) all annual, quarterly and current reports that the Company is or would be required to file with the Commission pursuant to Section 13(a) or 15(d) of the Exchange Act. In addition, for so long as the Company is subject to the reporting requirements of Section 13 or 15 of the Exchange Act and any Registrable Securities remain outstanding, the Company has agreed that it will comply with its reporting obligations under Section 13(a) or 15(d) of the Exchange Act and the rules and regulations adopted by the Commission thereunder, and that if it ceases to be required to file periodic reports thereunder, it will upon the request of any holder of Registrable Securities (a) make publicly available such information as is necessary to permit sales pursuant to Rule 144 under the Securities Act, (b) deliver such information to a prospective purchaser as is necessary to permit sales pursuant to Rule 144A under the Securities Act, and (c) take such further action that is reasonable in the circumstances, in each case, to the extent required from time to time to enable such holder to sell its Registrable Securities without registration under the Securities Act within the limitation of the exemptions provided by (i) Rule 144 under the Securities Act, as such rule may be amended from time to time, (ii) Rule 144A under the Securities Act, as such rule may be amended from time to time, or (iii) any similar rules or regulations hereafter adopted by the Commission. iv NO PERSON HAS BEEN AUTHORIZED TO GIVE ANY INFORMATION OR TO MAKE ANY REPRESENTATIONS, OTHER THAN THOSE CONTAINED IN THIS PROSPECTUS. IF GIVEN OR MADE, SUCH INFORMATION OR REPRESENTATIONS MAY NOT BE RELIED UPON AS HAVING BEEN AUTHORIZED BY THE COMPANY. THIS PROSPECTUS DOES NOT CONSTITUTE AN OFFER OR SOLICITATION WITH RESPECT TO ANY SECURITY OTHER THAN THE SECURITIES OFFERED HEREBY OR AN OFFER TO OR SOLICITATION OF ANY PERSON IN ANY JURISDICTION IN WHICH SUCH AN OFFER OR SOLICITATION WOULD BE UNLAWFUL. NEITHER THE DELIVERY OF THIS PROSPECTUS NOR ANY DISTRIBUTION OF SECURITIES HEREUNDER SHALL UNDER ANY CIRCUMSTANCES CREATE ANY IMPLICATION THAT THE INFORMATION CONTAINED HEREIN IS CORRECT AS OF ANY TIME SUBSEQUENT TO THE DATE HEREOF OR THAT THERE HAS BEEN NO CHANGE IN THE INFORMATION SET FORTH HEREIN OR IN THE AFFAIRS OF THE COMPANY SINCE THE DATE HEREOF. FORWARD-LOOKING STATEMENTS CERTAIN STATEMENTS CONTAINED IN THIS PROSPECTUS UNDER "SUMMARY," "MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS" AND "BUSINESS," IN ADDITION TO CERTAIN STATEMENTS CONTAINED ELSEWHERE IN THIS PROSPECTUS, ARE "FORWARD-LOOKING STATEMENTS" WITHIN THE MEANING OF THE PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995 AND ARE THUS PROSPECTIVE. SUCH FORWARD-LOOKING STATEMENTS CAN BE IDENTIFIED BY THE USE OF FORWARD-LOOKING TERMINOLOGY SUCH AS "BELIEVES," "EXPECTS," "MAY," "WILL," "SHOULD" OR "ANTICIPATES" OR THE NEGATIVE THEREOF OR OTHER VARIATIONS THEREON OR COMPARABLE TERMINOLOGY, OR BY DISCUSSIONS OF STRATEGY. NO ASSURANCE CAN BE GIVEN THAT THE FUTURE RESULTS COVERED BY THE FORWARD-LOOKING STATEMENTS WILL BE ACHIEVED. SUCH STATEMENTS ARE SUBJECT TO RISKS, UNCERTAINTIES AND OTHER FACTORS WHICH COULD CAUSE ACTUAL RESULTS TO DIFFER MATERIALLY FROM FUTURE RESULTS EXPRESSED OR IMPLIED BY SUCH FORWARD-LOOKING STATEMENTS. THE MOST SIGNIFICANT OF SUCH RISKS, UNCERTAINTIES AND OTHER FACTORS ARE DISCUSSED UNDER THE HEADING "RISK FACTORS," BEGINNING ON PAGE 12 OF THIS PROSPECTUS, AND ELIGIBLE HOLDERS ARE URGED TO CAREFULLY CONSIDER SUCH FACTORS. QualaWash(Registered), Chemshuttle(Registered) and Bulkmodal(Registered) are registered trademarks and servicemarks of the Company. OmniTRACS(Registered) is a registered trademark of Qualcomm, Inc. BulkTainer(Registered) is a registered trademark of Union Pacific Railroad. v PROSPECTUS SUMMARY The following summary is qualified in its entirety by the more detailed information and financial statements, including the notes thereto, appearing elsewhere in this Prospectus. As used in this Prospectus, unless the context requires otherwise, the terms "Company" and "Chemical Leaman" refer to Chemical Leaman Corporation, its predecessor companies and its subsidiaries, including Chemical Leaman Tank Lines, Inc. ("CLTL"), Fleet Transport Company, Inc. ("Fleet"), Quala Systems, Inc. ("QSI") and Power Purchasing, Inc. ("PPI"). THE COMPANY Founded in 1913, Chemical Leaman Corporation is the largest tank truck carrier in the United States. The Company offers a full range of specialized transportation services, including short and long-haul transportation, intermodal services, materials handling and third-party logistics, principally to the chemical industry. In addition, the Company provides tank cleaning and driver-related services to its own fleet as well as to independent owner-operators and third-party carriers. In 1996, approximately 91% of the Company's revenues were derived from transportation services, while approximately 9% were derived from tank cleaning and intermodal services. The specialized nature of the Company's services, the quality of its customer base and the stability of chemical industry output have allowed the Company to generate consistent levels of annual operating income. The Company believes that these factors, coupled with the Company's current investment in a new information technology system, position Chemical Leaman for future revenue growth and profitability. For the twelve months ended June 29, 1997, the Company had revenues and EBITDA (as defined herein) of $310 million and $24.6 million, respectively. The Company operates in the U.S., Canada and Mexico and maintains a nationwide network of 105 terminals and 30 tank cleaning facilities. The Company utilizes its network of terminals and facilities to transport liquid and dry bulk specialty and commodity chemicals and, to a lesser degree, petroleum and food grade products, throughout North America. The Company's terminals are strategically located near customers' plants, resulting in a consistently high percentage of on-time pick-ups and deliveries and effective utilization of drivers and equipment. At June 29, 1997, the Company's fleet included 1,813 tractors (491 Company-owned tractors and 1,322 owner-operated tractors) and 3,433 specialized trailers. The Company's extensive use of owner-operators increases the Company's asset utilization and lowers its fixed cost structure. Chemical Leaman is a core carrier to some of the largest and best-known chemical manufacturers, including Dow Chemical North America, E.I. DuPont de Nemours Co., Air Products and Chemicals, Inc., AlliedSignal Inc. and Union Carbide Corporation. The Company believes it has developed a superior reputation among its customers due to its strong safety record, the strategic location of its facilities and the full range of transportation and logistics services offered. Through its national account marketing program, the Company seeks to grow the number of chemical producers for which it serves as a core carrier. The current size of the tank truck carrier market is estimated to be approximately $8 billion, with independent carriers representing approximately 70% of the market. The independent tank truck segment of the market is fragmented, consisting of approximately 200 carriers, with the top five carriers accounting for approximately 20% of the segment's 1995 revenues, according to Modern Bulk Transporter. The Company believes there are significant growth opportunities as the industry continues to consolidate and as chemical producers outsource a greater percentage of their transportation and logistics needs, increasingly through the use of a limited number of core carriers. Further, the capital requirements for the acquisition and maintenance of a fleet of tank trailers, the need for sophisticated information technology systems, generally rising insurance requirements, the focus of customers on quality control programs and the increasing complexity of environmental regulation all favor larger, better capitalized carriers. As a result of its leading market position, operating expertise and logistics capabilities, the Company believes it is well-positioned to benefit from these industry trends. 1 BUSINESS STRATEGY The Company's objective is to continue to enhance its revenue growth and profitability by pursuing the following key strategies: (i) expanding market share by marketing on both a national and regional level, (ii) focusing on improving operating efficiencies by continuing to shift to an owner-operator driver force, emphasizing safety and leveraging information technology, (iii) offering value-added related services, including tank cleaning, third-party logistics and driver-related services, and (iv) seeking selective acquisitions. EXPAND MARKET SHARE. Although Chemical Leaman is the largest tank truck carrier in the U.S., the Company believes there are significant opportunities for it to gain market share. The Company believes it can handle an even larger proportion of its core customers' bulk transportation and logistics requirements by building upon existing relationships and leveraging its reputation for high-quality customer service, competitive pricing and value-added services. The Company also believes that it can generate additional revenue opportunities from large chemical producers that are outsourcing a greater percentage of their transportation requirements. In addition, the Company aims to gain market share by targeting regional chemical producers located near the Company's terminals that can benefit from Chemical Leaman's national presence and extensive capabilities. FOCUS ON OPERATING EFFICIENCIES. The Company continues to focus on increasing operating efficiencies without lowering the quality or range of its services by concentrating on the following key areas: o Extensive Use of Owner-Operators. The Company's percentage of owner-operators to total drivers has increased from 54% at December 31, 1992 to 75% at June 29, 1997. Owner-operators provide their own tractors and pay their own operating expenses. The Company's extensive use of owner-operators increases the Company's operating and financial flexibility by improving asset utilization and reducing fixed costs. The Company is highly selective in its driver recruiting efforts and has invested substantial resources in its driver recruitment programs. The Company requires all of its drivers to participate in extensive training sessions held at its driver training center which it believes enhances the quality of its drivers and improves its safety record. o Continuing Emphasis on Safety. Because of the specialized nature of many of the products that the Company handles and transports, driver and equipment safety are critical in obtaining new business and in maintaining existing customer relationships. The Company has committed substantial resources to its Safety and Emergency Response Departments, and its emphasis on safety is reflected in the Company's low cost of risk and favorable accident experience. The Company has received national safety awards from the National Tank Truck Carriers Association in each of the past five years including first place as safest carrier in 1995 and 1996. The Company received the American Trucking Association's first place safety award in 1995 and has received the U.S. Department of Transportation's highest safety rating for 20 years. o Investment in Information Technology. The Company believes that maximizing its use of information technology will create significant competitive advantages by reducing administrative costs and enhancing the utilization of tractors, trailers and drivers. The Company is investing in a proprietary information technology system which will provide the Company with a new order entry system, enhanced order tracking and continuous communication with drivers via satellite. The Company expects full implementation of its new information technology system by the first quarter of 1998. 2 OFFER VALUE-ADDED RELATED SERVICES. The Company provides tank cleaning services to Chemical Leaman's fleet and to third-party tank truck carriers through a nationwide network of 30 tank cleaning facilities. By taking advantage of its significant purchasing power, the Company facilitates the purchase of tractors, fuel and tires as well as a comprehensive line of insurance products by its owner-operator driver force and by third party owner-operators. Chemical producers continue to focus on their core competencies and therefore increasingly look to outsource their entire transportation and shipping functions. In order to capitalize on these opportunities, the Company has developed logistics capabilities including transportation, inventory and asset management. The Company is currently providing logistics services to third parties and believes there are additional opportunities to expand its third-party logistics business. The Company believes it can increase revenues and enhance its profitability by marketing these value-added transportation-related services. SEEK SELECTIVE ACQUISITIONS. The Company believes that the tank truck carrier industry is consolidating and that it is well-positioned to take advantage of this trend. As the largest tank truck carrier in the U.S., the Company believes that acquisitions will allow it to leverage its operating and management expertise over a larger base of assets thereby increasing profit opportunities. In June 1996, Chemical Leaman acquired Fleet, which operated 30 terminals located primarily in the southeastern U.S. Fleet contributed $57.3 million of revenues for the twelve months ended June 29, 1997. The Fleet acquisition enhanced the Company's geographic terminal coverage and expanded its customer base. Chemical Leaman will continue to evaluate acquisition opportunities of high-quality tank truck carrier companies, tank cleaning services companies and other companies engaged in related businesses that offer a strategic fit with the Company's existing business. ISSUANCE OF THE OLD NOTES $100 million principal amount of 10 3/8% Senior Notes due 2005 (the "Old Notes") were sold by the Company to the Initial Purchasers on June 16, 1997 (the "Closing Date") pursuant to a Purchase Agreement, dated June 10, 1997 (the "Purchase Agreement"), among the Company and the Initial Purchasers. The Initial Purchasers subsequently resold the Old Notes in reliance on Rule 144A under the Securities Act and other available exemptions under the Securities Act (the "Offering"). The Company also entered into the Registration Rights Agreement, dated as of the Closing Date (the "Registration Rights Agreement"), among the Company and the Initial Purchasers, pursuant to which the Company granted certain registration rights for the benefit of the holders of the Old Notes. Under the Registration Rights Agreement, the Company agreed, for the benefit of the holders of the Old Notes that it would, at its own cost, (i) within 60 days after the Closing Date file a registration statement (the "Registration Statement") with the Commission with respect to a registered offer to exchange the Old Notes for New Notes, which will have terms substantially identical to the Old Notes and (ii) use its best efforts to cause such Registration Statement to be declared effective under the Securities Act within 120 days after the Closing Date. If for any reason the Exchange Offer is not consummated within 150 days after the Closing Date, the Company is obligated under the Registration Rights Agreement to file a shelf registration statement with the Commission covering resales of the Old Notes. If the Company defaults with respect to its obligations under the Registration Rights Agreement (as defined herein, a "Registration Default"), the Company will be obligated to pay Additional Interest of 0.25% per annum for the first 90-day period (or portion thereof) and an additional 0.25% per annum for each subsequent 90-day period (up to a maximum aggregate increase of 1.00% per annum) until all Registration Defaults have been cured, whereupon the accrual of Additional Interest will cease and the interest rate on the Old Notes will revert to the original rate. The Exchange Offer is intended to satisfy certain of the Company's obligations under the Registration Rights Agreement with respect to the Old Notes. See "The Exchange Offer - Purpose and Effect." ------------------------ The Company was incorporated in Pennsylvania in 1977 to serve as a holding company for its operating subsidiaries, which, together with their predecessors, have conducted business as a transportation company since 1913. The Company's principal executive offices are located at 102 Pickering Way, Exton, Pennsylvania 19341-0200, and its telephone number is (610) 363-4200. 3 THE EXCHANGE OFFER The Exchange Offer................. The Company is offering, upon the terms and subject to the conditions set forth herein and in the accompanying letter of transmittal (the "Letter of Transmittal"), to exchange $1,000 in principal amount of its 10 3/8% Senior Notes due 2005 (the "New Notes," and together with the Old Notes, sometimes collectively referred to herein as the "Notes") for each $1,000 in principal amount of the outstanding Old Notes (the "Exchange Offer"). As of the date of this Prospectus, $100 million in aggregate principal amount of the Old Notes is outstanding, the maximum amount authorized by the Indenture for all Notes. As of August 4, 1997, there were two (2) registered holders of the Old Notes, including Cede & Co. ("Cede") which held $98,250,000 of aggregate principal amount of the Old Notes for its participants. See "The Exchange Offer - Terms of the Exchange Offer." Expiration Date.................... 5:00 p.m., New York City time, on ________________, 1997, as the same may be extended. See "The Exchange Offer - Expiration Date; Extensions; Amendments." Conditions of the Exchange Offer... The Exchange Offer is not conditioned upon any minimum principal amount of Old Notes being tendered for exchange. However, the Exchange Offer is subject to the condition that it does not violate any applicable law or interpretation of the staff of the Commission. See "The Exchange Offer - Conditions of the Exchange Offer." Termination of Certain Rights...... Pursuant to the Registration Rights Agreement and the Old Notes, Eligible Holders of Old Notes (i) have rights to receive the Additional Interest and (ii) have certain rights intended for the holders of unregistered securities. "Additional Interest" means the increase in the interest rate borne by Registrable Securities during the period in which a Registration Default is continuing pursuant to the terms of the Registration Rights Agreement (in general, one-quarter of one percent (0.25%) per annum for the first 90-day period immediately after the first such Registration Default and an additional one-quarter of one percent (0.25%) per annum for each subsequent 90-day period (up to a maximum aggregate increase of one percent (1.00%) until all Registration Defaults have been cured whereupon the accrual of Additional Interest will cease and the interest rate on the Old Notes will revert to the original rate). Holders of New Notes generally will not be and, upon consummation of the Exchange Offer, Eligible Holders of Old Notes will generally no longer be, entitled to (i) the right to receive the Additional Interest, except in certain limited circumstances, and (ii) certain other rights under the Registration Rights Agreement intended for holders of unregistered securities. See "The Exchange Offer - 4 Termination of Certain Rights" and "- Procedures for Tendering Old Notes." Accrued Interest on the Old Notes.. The New Notes will bear interest at a rate equal to 10 3/8% per annum from and including their date of issuance. Eligible Holders whose Old Notes are accepted for exchange will have the right to receive interest accrued thereon from the date of original issuance of the Old Notes or the last Interest Payment Date, as applicable, to, but not including, the date of issuance of the New Notes, such interest to be payable with the first interest payment on the New Notes. Interest on the Old Notes accepted for exchange, which accrues at the rate of 10 3/8% per annum, will cease to accrue on the day prior to the issuance of the New Notes. Procedures for Tendering Old Notes. Unless a tender of Old Notes is effected pursuant to the procedures for book-entry transfer as provided herein, each Eligible Holder desiring to accept the Exchange Offer must complete and sign the Letter of Transmittal, have the signature thereon guaranteed if required by the Letter of Transmittal, and mail or deliver the Letter of Transmittal, together with the Old Notes or a Notice of Guaranteed Delivery and any other required documents (such as evidence of authority to act, if the Letter of Transmittal is signed by someone acting in a fiduciary or representative capacity), to the Exchange Agent (as defined) at the address set forth on the back cover page of this Prospectus prior to 5:00 p.m., New York City time, on the Expiration Date. Any Beneficial Owner (as defined) of the Old Notes whose Old Notes are registered in the name of a nominee, such as a broker, dealer, commercial bank or trust company and who wishes to tender Old Notes in the Exchange Offer, should instruct such entity or person to promptly tender on such Beneficial Owner's behalf. See "The Exchange Offer - Procedures for Tendering Old Notes." By tendering Old Notes for exchange, each registered holder will represent to the Company that, among other things, (i) neither the Eligible Holder nor any Beneficial Owner is an affiliate of the Company within the meaning of Rule 405 under the Securities Act, (ii) any New Notes to be received by the Eligible Holder or any Beneficial Owner are being acquired in the ordinary course of business, (iii) neither the Eligible Holder nor any Beneficial Owner has an arrangement or understanding with any person to participate in the distribution of the New Notes, and (iv) if the Eligible Holder or Beneficial Owner, as applicable, is a broker-dealer that acquired Old Notes for its own account as a result of market making or other trading activities, such Eligible Holder or Beneficial Owner must comply with the prospectus delivery requirements of the Securities Act in connection with a secondary resale transaction of the New 5 Notes acquired by such person and must agree that it will deliver a prospectus in connection with any such resale. Guaranteed Delivery Procedures..... Eligible Holders of Old Notes who wish to tender their Old Notes and (i) whose Old Notes are not immediately available or (ii) who cannot deliver their Old Notes or any other documents required by the Letter of Transmittal to the Exchange Agent prior to the Expiration Date (or complete the procedure for book-entry transfer on a timely basis), may tender their Old Notes according to the guaranteed delivery procedures set forth in the Letter of Transmittal. See "The Exchange Offer - Procedures for Tendering Old Notes - Guaranteed Delivery Procedures." Acceptance of Old Notes and Delivery of New Notes.............. Upon satisfaction or waiver of all conditions of the Exchange Offer, the Company will accept any and all Old Notes that are properly tendered in the Exchange Offer prior to 5:00 p.m., New York City time, on the Expiration Date. The New Notes issued pursuant to the Exchange Offer will be delivered as soon as practicable after acceptance of the Old Notes. See "The Exchange Offer - Acceptance of Old Notes for Exchange; Delivery of New Notes." Withdrawal Rights.................. Tenders of Old Notes may be withdrawn at any time prior to 5:00 p.m., New York City time, on the Expiration Date. See "The Exchange Offer - Withdrawal Rights." Certain Federal Income Tax Considerations..................... Generally, the exchange pursuant to the Exchange Offer will not be a taxable event for federal income tax purposes. See "Certain Federal Income Tax Consequences - The Exchange Offer." The Exchange Agent................. First Union National Bank is the exchange agent (in such capacity, the "Exchange Agent"). The address and telephone number of the Exchange Agent are set forth in "The Exchange Offer - The Exchange Agent; Assistance." Fees and Expenses.................. All expenses incident to the Company's consummation of the Exchange Offer and compliance with the Registration Rights Agreement will be borne by the Company. See "The Exchange Offer - Solicitation of Tenders; Fees and Expenses." 6 Resales of the New Notes........... Based on interpretations by the staff of the Commission set forth in no-action letters issued to third parties, the Company believes that New Notes issued pursuant to the Exchange Offer to an Eligible Holder in exchange for Old Notes may be offered for resale, resold and otherwise transferred by such Eligible Holder (other than (i) a broker-dealer who purchased the Old Notes directly from the Company for resale pursuant to Rule 144A under the Securities Act or any other available exemption under the Securities Act or (ii) a person that is an affiliate of the Company within the meaning of Rule 405 under the Securities Act), without compliance with the registration and prospectus delivery provisions of the Securities Act, provided that the Eligible Holder is acquiring the New Notes in the ordinary course of business and is not participating, and has no arrangement or understanding with any person to participate, in a distribution of the New Notes. Each broker-dealer that receives New Notes for its own account in exchange for Old Notes, where such Old Notes were acquired by such broker as a result of market making or other trading activities, must acknowledge that it will deliver a prospectus in connection with any resale of such New Notes. See "The Exchange Offer - Resales of the New Notes" and "Plan of Distribution. 7 DESCRIPTION OF NEW NOTES The form and terms of the New Notes will be identical in all material respects to the form and terms of the Old Notes, except that (i) the New Notes have been registered under the Securities Act and, therefore, will not bear legends restricting the transfer thereof, (ii) holders of the New Notes, except in limited circumstances, will not be entitled to Additional Interest, and (iii) holders of the New Notes will not be, and upon consummation of the Exchange Offer, Eligible Holders of the Old Notes will no longer be, entitled to certain rights under the Registration Rights Agreement intended for the holders of unregistered securities. See "Exchange Offer - Termination of Certain Rights." The Exchange Offer shall be deemed consummated upon the occurrence of the delivery by the Company to the Registrar under the Indenture of New Notes in the same aggregate principal amount as the aggregate principal amount of Old Notes that are validly tendered by holders thereof pursuant to the Exchange Offer. See "The Exchange Offer - Termination of Certain Rights" and "- Procedures for Tendering Old Notes" and "Description of New Notes." Maturity Date...................... June 15, 2005. Interest........................... 10 3/8% payable in cash semi-annually in arrears, from June 15, 1997, calculated on the basis of a 360-day year consisting of twelve 30-day months. Interest Payment Dates............. June 15 and December 15 of each year, commencing December 15, 1997. Optional Redemption................ The New Notes will be redeemable at the option of the Company, in whole or in part, at any time on or after June 15, 2001, at the redemption prices set forth herein, plus accrued and unpaid interest thereon, if any, to the date of redemption. See "Description of the New Notes Optional Redemption." In addition, on or prior to June 15, 2000, the Company may redeem up to 25% of the originally issued aggregate principal amount of the New Notes, at a redemption price of 110 3/8% of the principal amount thereof, plus accrued and unpaid interest thereon, if any, to the date of redemption with the net proceeds of a Public Equity Offering, provided, however, that not less than $75 million in aggregate principal amount of the New Notes is outstanding immediately after giving effect to such redemption. See "Description of the New Notes - Optional Redemption." Ranking............................ The New Notes will rank pari passu in right of payment with all existing and future unsecured and unsubordinated indebtedness of the Company and senior in right of payment to all existing and future subordinated indebtedness of the Company. The New Notes will be effectively subordinated to all secured indebtedness of the Company to the extent of the assets securing such indebtedness, including indebtedness under the $20 million New Revolving Credit Facility and all existing and future indebtedness and other obligations of the subsidiaries of the Company. As of June 29, 1997, the Company and its subsidiaries had $6.1 million of indebtedness outstanding in 8 addition to the Notes, including stand-by letters of credit and capital lease obligations. See "New Revolving Credit Facility." Change of Control.................. Following the occurrence of a Change of Control, each holder of New Notes will have the right to require the Company to purchase all or a portion of such holder's New Notes at a purchase price equal to 101% of the principal amount thereof, plus accrued and unpaid interest thereon, if any, to the date of purchase. See "Description of the New Notes - Change of Control." Certain Covenants.................. The indenture under which the New Notes are being issued (the "Indenture") contains certain covenants that, among other things, limit (i) the incurrence of additional indebtedness by the Company and the Restricted Subsidiaries (as defined herein); (ii) the payment of dividends on, and redemption of, capital stock of the Company and the Restricted Subsidiaries and the redemption of certain subordinated obligations of the Company and the Restricted Subsidiaries; (iii) certain investments by the Company and the Restricted Subsidiaries; (iv) certain sales of assets and Restricted Subsidiary stock; (v) the incurrence of liens, other than Permitted Liens (as defined herein), by the Company and the Restricted Subsidiaries; (vi) transactions with affiliates; (vii) consolidations and mergers of the Company and transfers of all or substantially all of the assets of the Company and the Restricted Subsidiaries; and (viii) the Restricted Subsidiaries from guaranteeing other Indebtedness of the Company unless such Restricted Subsidiaries also guarantee the New Notes. The Indenture also prohibits certain restrictions on distributions from Restricted Subsidiaries. These covenants are subject to important exceptions and qualifications. See "Description of the New Notes - Certain Covenants." Absence of a Public Market for the New Notes.................. The New Notes are new securities for which there is currently no established trading market. Although the Initial Purchasers have informed the Company that they currently intend to make a market in the New Notes, they are not obligated to do so and any such market making may be discontinued at any time without notice. Accordingly, there can be no assurance as to the development or liquidity of any market for the New Notes. The Company does not intend to apply for listing of the New Notes on any securities exchange or for quotation through The Nasdaq Stock Market. RISK FACTORS An investment in the New Notes involves a high degree of risk. Prospective investors should carefully consider the matters set forth under "Risk Factors" beginning on page 12. 9 SUMMARY CONSOLIDATED FINANCIAL DATA The following table sets forth certain summary consolidated financial data for the periods indicated. The summary consolidated financial data as of and for the years ended December 31, 1992 and 1993 have been derived from the Company's audited consolidated financial statements not included herein. The summary consolidated financial data as of and for the years ended December 31, 1994, 1995, 1996, and as of June 29, 1997 and for the six month period then ended have been derived from the Company's audited consolidated financial statements, which are included in this Prospectus. The summary consolidated financial data as of June 30, 1996 and for the six month period ended June 30, 1996 have been derived from the Company's unaudited consolidated financial statements included herein. The unaudited consolidated financial statements have been prepared on the same basis as the audited consolidated financial statements included herein and, in the opinion of management, include all adjustments (consisting only of normal recurring adjustments) necessary for a fair presentation of the Company's financial position and results of operations for the unaudited periods. Operating results for the six months ended June 29, 1997 are not necessarily indicative of the results that may be expected for the year ending December 31, 1997. The summary consolidated financial data should be read in conjunction with "Selected Consolidated Financial Data," "Management's Discussion and Analysis of Financial Condition and Results of Operations" and the audited consolidated financial statements and the notes thereto included elsewhere in this Prospectus.
SIX MONTHS ENDED YEAR ENDED DECEMBER 31, -------------------- ----------------------------------------------------- JUNE 30, JUNE 29, 1992 1993 1994 1995 1996(A) 1996 1997 --------- --------- --------- --------- --------- --------- --------- (DOLLARS IN THOUSANDS, EXCEPT OPERATING DATA) INCOME STATEMENT DATA: Operating revenues....................... $ 232,619 $ 231,190 $ 241,443 $ 245,706 $ 281,075 $ 127,612 $ 156,545 Operating expenses....................... 225,971 226,057 234,630 239,287 274,433 123,867 154,796 --------- --------- --------- --------- --------- --------- --------- Operating income (loss).................. 6,648 5,133 6,813 6,419 6,642 3,745 1,749 Other (income) expense Interest expense..................... 4,278 4,016 4,946 5,978 7,553 3,092 4,515 Other (income) expense, net.......... 277 207 92 (110) (795) (11) 165 --------- --------- --------- --------- --------- --------- --------- Income (loss) before taxes............... 2,093 910 1,775 551 (116) 664 (2,931) Provision (benefit) for income taxes..... 430 227 710 220 46 333 (1,223) --------- --------- --------- --------- --------- --------- --------- Income (loss) before extraordinary items.................................. 1,663 683 1,065 331 (162) 331 (1,708) --------- --------- --------- --------- --------- --------- --------- Extraordinary loss on early extinguishment of debt, less applicable income taxes of $133 (g)............... -- -- -- -- -- -- (199) --------- --------- --------- --------- --------- --------- --------- Net Income (loss)........................ $ 1,663 $ 683 $ 1,065 $ 331 $ (162) $ 331 $ (1,907) --------- --------- --------- --------- --------- --------- --------- --------- --------- --------- --------- --------- --------- --------- OTHER FINANCIAL DATA: EBITDA (b)............................... $ 19,352 $ 16,453 $ 18,596 $ 20,150 $ 22,897 $ 10,918 $ 12,585 EBITDA margin (c)........................ 8.3% 7.1% 7.7% 8.2% 8.2% 8.6% 8.0% Depreciation and amortization............ 12,704 11,320 11,783 13,731 16,255 7,173 9,336 Capital expenditures (d)................. 11,637 12,050 20,747 13,270 20,020 9,863 11,006 Ratio of EBITDA to interest expense...... 4.5x 4.1x 3.8x 3.4x 3.0x 3.5x 2.8x OPERATING DATA: Tractors operated Company.............................. 726 616 576 414 561 582 491 Owner-Operators (e).................. 735 774 969 954 1,194 1,248 1,322 --------- --------- --------- --------- --------- --------- --------- Total tractors................... 1,461 1,390 1,545 1,368 1,755 1,830 1,813 Drivers Company employees.................... 760 589 538 405 473 515 475 Owner-Operators (e).................. 889 844 1,057 1,117 1,277 1,305 1,430 --------- --------- --------- --------- --------- --------- --------- Total drivers........................ 1,649 1,433 1,595 1,522 1,750 1,820 1,905 Trailers................................. 2,666 2,438 2,869 2,645 3,502 3,450 3,433 Terminals................................ 65 65 61 66 105 105 105 Total miles traveled (000's)............. 105,901 104,913 105,443 110,223 126,802 56,048 68,371 Average revenue per mile................. $ 1.85 $ 1.83 $ 1.87 $ 1.81 $ 1.78 $ 1.77 $ 1.78 Average length of haul (miles)........... 444 456 450 463 455 487 429 Number of tank cleaning facilities....... 28 26 27 27 29 30 30
JUNE 29, 1997 --------------------- (DOLLARS IN THOUSANDS) BALANCE SHEET DATA: Working capital....................................................................... $ 8,825 Total assets.......................................................................... 177,528 Long-term debt, including current portion (f)......................................... 102,202 Redeemable preferred stock............................................................ 5,318 Stockholders' equity (g).............................................................. 13,153
10 (footnotes from previous page) - ------------------ (a) Includes the results of Fleet from June 28, 1996, the date of the acquisition. (b) EBITDA represents operating income (loss) for the respective period plus depreciation and amortization. For the first six months of 1997, a $1.5 million one-time charge was incurred relating to a self-insurance deductible and has been added back in the calculation of EBITDA. EBITDA is presented to provide additional information about the Company's ability to meet its future debt service, capital expenditure and working capital requirements. EBITDA is not a measure of financial performance under generally accepted accounting principles ("GAAP") and should not be considered as an alternative either to net income as an indicator of the Company's operating performance, or to cash flows as a measure of the Company's liquidity. (c) EBITDA margin is defined as EBITDA as a percentage of revenues. (d) Capital expenditures for 1996 and for the six months ended June 30, 1996 consist of $6.2 million and $4.6 million, respectively, for the Company's new information technology system and $13.8 million and $5.3 million, respectively, for the acquisition of new trailers and capitalized repairs to existing trailers. (e) The Company utilizes the services of owner-operators, who are independent contractors and provide their own tractors and pay for their own operating expenses. (f) The Company has an accounts receivable securitization facility in the amount of $28 million with an effective rate of interest of LIBOR plus .80%, which is accounted for as an off-balance sheet item as of June 29, 1997 pursuant to Statement of Financial Accounting Standards No. 125. Prior to June 29, 1997, this facility was accounted for as long-term debt. See "Management's Discussion and Analysis of Financial Condition and Results of Operations - Liquidity and Capital Resources." (g) In connection with the repayment of indebtedness with the proceeds of the Offering, the Company incurred approximately $199,000 of prepayment penalties net of tax benefit, which was recorded as an extraordinary item in the quarter ended June 29, 1997. 11 RISK FACTORS Holders of the Notes should consider carefully, in addition to the other information contained or incorporated by reference in this Prospectus, the following factors before investing in the New Notes. SUBSTANTIAL LEVERAGE AND ABILITY TO REPAY DEBT The tank truck industry is capital intensive. The Company will continue to require capital in order to operate and expand its business. As of June 29, 1997, the Company and its subsidiaries had $6.1 million of indebtedness outstanding in addition to the Notes, including stand-by letters of credit and capital lease obligations. In addition, the Indenture permits the Company to incur additional indebtedness, subject to certain limitations, from time to time to finance acquisitions or capital expenditures or for other purposes. See "Description of the New Notes." The degree to which the Company is leveraged could have important consequences to holders of the New Notes, including the following: (i) a substantial portion of the Company's consolidated cash flow from operations must be dedicated to the payment of the principal of and interest on its outstanding indebtedness and will not be available for other purposes; (ii) the Company's ability to obtain additional financing in the future for working capital needs, capital expenditures, acquisitions and general corporate purposes may be materially limited or impaired or such financing may not be available on terms favorable to the Company; (iii) indebtedness under the New Revolving Credit Facility is secured and will mature prior to the maturity of the New Notes; (iv) certain of the Company's borrowings may be at variable rates of interest, including future borrowings under the New Revolving Credit Facility, which will expose the Company to the risk of increased interest rates; (v) the Company may be more highly leveraged than its competitors, which may place the Company at a competitive disadvantage; and (vi) the Company's high degree of leverage may reduce its ability to withstand competitive pressure and make it more vulnerable to a downturn in its business or the economy in general. See "Capitalization" and "Management's Discussion and Analysis of Financial Condition and Results of Operations - Liquidity and Capital Resources." The Company's ability to satisfy its interest payment obligations under its indebtedness will depend largely on its future performance, which, in turn, is subject to prevailing economic conditions and to financial, business and other factors beyond its control. In addition, any amounts owing under the New Revolving Credit Facility will become due before any principal payments on the New Notes are scheduled to become due and such amounts may need to be refinanced. Furthermore, the Company does not expect to be able to repay the principal amount of the New Notes at maturity from available cash and accordingly will need to refinance the New Notes, or repay the New Notes with the proceeds of an equity offering, at or prior to their maturity. There can be no assurance that the Company will be able to generate sufficient cash flow to service its interest payment obligations under its indebtedness or that cash flows, future borrowings or equity financing will be available for the payment or refinancing of the Company's indebtedness. To the extent that the Company is not successful in repaying or negotiating renewals of its borrowings or in arranging new financings, it may have to sell significant assets, which could have a material adverse effect on the Company's business and results of operations. Among the factors that will affect the Company's ability to effect an offering of its capital stock or refinance the New Notes are financial market conditions and the value and performance of the Company at the time of such offering or refinancing. There can be no assurance that any such offering or refinancing can be successfully completed. See "Management's Discussion and Analysis of Financial Condition and Results of Operations - Liquidity and Capital Resources" and "New Revolving Credit Facility." HOLDING COMPANY STRUCTURE Chemical Leaman Corporation is a holding company which derives all of its operating income from its subsidiaries. In addition, substantially all of the Company's operating assets are held by its subsidiaries, except for $25 million of revenue equipment securing the New Revolving Credit Facility, to be held by Chemical Leaman Corporation. Accordingly, the Company will be dependent on dividends and other distributions from its subsidiaries to generate the funds necessary to meet its 12 obligations, including the payment of principal and interest on the New Notes. Although the Company's subsidiaries do not have any outstanding indebtedness other than two capitalized leases in the amount of approximately $818,000 at June 29, 1997, the ability of the Company's subsidiaries to pay dividends to Chemical Leaman Corporation will be subject to, among other things, the terms of any future debt instruments of its subsidiaries and applicable law. Because the Company's subsidiaries are not guaranteeing the payment of the principal of and interest on the New Notes, the claims of the holders of the New Notes will be effectively subordinated to the claims of creditors of the Company's subsidiaries, including trade creditors. The Indenture, among other things, limits the incurrence of additional indebtedness by the Company's Restricted Subsidiaries, subject to a number of important qualifications, and limit the ability of the Restricted Subsidiaries to guarantee any other indebtedness of Chemical Leaman Corporation without simultaneously guaranteeing payment of the principal of and interest on the New Notes. See "Description of the Notes." RESTRICTIVE COVENANTS; ASSET ENCUMBRANCES The New Revolving Credit Facility contains certain financial and other covenants, including, among others, covenants requiring the Company to maintain certain financial ratios and restricting the ability of the Company and its subsidiaries to incur indebtedness or to create or suffer to exist certain liens. Indebtedness under the New Revolving Credit Facility will also mature prior to the maturity of the New Notes. The ability of the Company to comply with such provisions may be affected by events beyond its control. Should the Company be unable to comply with the financial or other restrictive covenants under the New Revolving Credit Facility at any time in the future there can be no assurance that the lenders thereunder would agree to any necessary amendments or waivers. In such a case, the failure to obtain amendments or waivers could have a material adverse effect upon the Company and its ability to meet its obligations in respect of the New Notes. A failure to make any required payment under the New Revolving Credit Facility or to comply with any of the financial and operating covenants included in the New Revolving Credit Facility could result in an event of default thereunder, permitting the lenders to accelerate the maturity of the indebtedness under the New Revolving Credit Facility. Such an acceleration would also permit the acceleration of the other indebtedness of the Company and its subsidiaries which contain cross-acceleration or cross-default provisions, including the Indenture. The Indenture also has certain covenants which, if not complied with, would result in an event of default thereunder permitting holders of the New Notes, under certain circumstances, to accelerate the New Notes. Any such event of default or acceleration could also result in an event of default or acceleration of other indebtedness of the Company. If the lenders under the New Revolving Credit Facility accelerate the maturity of the indebtedness thereunder there can be no assurance that the Company will have sufficient assets to satisfy its obligations under the New Notes. In addition, other indebtedness of the Company and its subsidiaries that may be incurred in the future may contain financial or other covenants more restrictive than those applicable to the New Revolving Credit Facility or the New Notes. See "'Description of the New Notes." The Company's indebtedness under the New Revolving Credit Facility bears interest at rates that will fluctuate with changes in certain prevailing interest rates (although such rates may be fixed for limited periods of time). See "New Revolving Credit Facility." The New Notes will be unsecured and effectively subordinated to all existing and future secured indebtedness of the Company to the extent of the assets securing such indebtedness and to all existing and future indebtedness and other obligations of the subsidiaries of the Company. As of June 29, 1997, the Company had $6.1 million of indebtedness outstanding in addition to the New Notes, consisting of $3.9 million of stand-by letters of credit under the New Revolving Credit Facility and $2.2 million of capital lease obligations. The New Revolving Credit Facility is secured by $25 million of revenue equipment to be held by Chemical Leaman Corporation, and claims of holders of the New Notes will be effectively subordinated to the extent of such assets securing the New Revolving Credit Facility. The claims of holders of the New Notes upon any distribution of assets of any subsidiary of the Company in the event of the liquidation or reorganization of such subsidiary will be subordinated to the prior claims of present and future creditors of such subsidiary. In such an event, there may not be 13 sufficient assets remaining to pay amounts due on any or all of the New Notes then outstanding. The Indenture permits subsidiaries of the Company, under certain circumstances, to incur indebtedness and permits the Company and its subsidiaries, under certain circumstances, to secure indebtedness. See "New Revolving Credit Facility." COMPETITIVE INDUSTRY The tank truck industry is highly competitive and is fragmented. The Company faces competition from a substantial number of tank truck carriers which have intrastate and interstate operating authority and, to a lesser extent, with railroad and barge transportation companies. Competition is based primarily on rates and service. As a result of the federal Motor Carrier Act of 1980, the Staggers Rail Act of 1980, and other legislation, competition intensified, creating downward pressure on the industry's pricing structure. There can be no assurance that the Company will have sufficient resources to maintain its current competitive position or market share. See "Business - Competition" and "-Regulation." DEPENDENCE ON CERTAIN CUSTOMERS For the years ended December 31, 1995 and 1996 and the first six months of 1997, Dow Chemical North America accounted for approximately 14.1%, 13.7% and 18.7%, respectively, of the Company's total revenues. Other than Dow Chemical North America, no other customer accounted for more than 5% of the Company's total annual revenues in 1996. The sudden loss of or reduction in demand for its services from Dow Chemical North America or from a significant customer of the Company could have a material adverse effect on the Company's business and results of operations. See "Business - Customers." EFFECTS OF ECONOMIC AND OTHER FACTORS The availability of qualified drivers, changes in fuel prices and the supply of fuel, increases in fuel or energy taxes, interest rate fluctuations, economic recession, change in the cost of insurance, customers' business cycles and the price and resale value of equipment are economic factors over which the Company has no control. See "Business - Fuel Availability and Cost." In addition, freight shipments, operating costs and earnings are also adversely affected by inclement weather conditions. To the extent that increased expenses resulting from these factors cannot be passed through to customers, there would be an adverse effect on the Company's profitability. Economic recessions or a downturn in customers' business cycles or in the liquid and dry bulk chemical industries also could have a material adverse effect on the Company's operating results. See "Management's Discussion and Analysis of Financial Condition and Results of Operations." AVAILABILITY OF DRIVERS Attracting qualified drivers (principally owner-operators) is an important factor in the Company's ability to continue to provide high-quality service to its customers and to efficiently utilize its assets. Although the Company currently retains an adequate number of drivers, industry-wide shortages of qualified drivers have occurred from time to time. There can be no assurance that the Company's business will not be affected by a shortage of qualified drivers in the future. See "Business - Owner-operators." At June 29, 1997, approximately 60% of the Company's employee-drivers (15% of the total driver force) were covered under collective bargaining agreements and no assurances can be given that this percentage will not increase in the future. A prolonged work stoppage or strike by its unionized driver work force would have a material adverse effect on the Company's results of operations. See "Business - Employees." 14 REGULATION Tank truck carriers are subject to regulation by various federal, state and local agencies, including the U.S. Department of Transportation ("DOT"), the Federal Highway Administration and the Surface Transportation Board which operates under DOT's auspices and exercises many of the regulatory powers previously delegated to the U.S. Interstate Commerce Commission. Interstate and intrastate motor carriage has been substantially deregulated as a result of the enactment of the Motor Carrier Act of 1980, the Trucking Industry Regulatory Reform Act of 1994 and other laws. Nevertheless, the federal regulatory agencies retain substantial powers, and the tank truck industry is subject to regulatory and legislative changes that can affect the economics of the industry by requiring changes in operating practices or influencing the demand for, and the costs of providing, services to third parties. See "Business - Regulation." In addition, operations are subject to various safety laws and regulations, and environmental laws and regulations, including laws and regulations regarding underground fuel storage tanks and ownership of property that may contain hazardous substances and laws and regulations governing air emissions. See "Business - Environmental Matters" and "- Risk Management and Insurance; Safety." The tank truck industry may in the future become subject to stricter air emission standards regulation, including requirements that manufacturers produce cleaner-running tractors and that fleet operators perform more rigorous inspection and maintenance procedures. ENVIRONMENTAL CONSIDERATIONS The Company transports certain chemicals and hazardous materials and operates tank wash facilities. As such, the Company's operations and properties are subject to various federal, state, local and foreign environmental laws and regulations relating to pollution and protection of the environment, including those dealing with the transportation, use, storage, handling, treatment, discharge and disposal of certain hazardous materials, substances and wastes, and petroleum (collectively, Hazardous Materials), ownership and operation of property that may contain Hazardous Materials, and underground storage tanks. In the event of a release of a Hazardous Material as a result of an accident or otherwise, the Company could be held responsible for cleanup costs, natural resource damages and other damages and fines or other penalties, all of which could have a material adverse effect on the Company's operations and business reputation. See "Business - Risk Management and Insurance; Safety." Under certain environmental laws, the Company may be liable for the remediation of environmental pollution at owned and operated sites as well as third-party sites at which there has been a release or threatened release of a Hazardous Material. Under the federal Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended ("CERCLA" or "Superfund"), and similar state laws, the current and former owner or operator of real property may be strictly, jointly and severally liable under certain circumstances for the costs of investigation, cleanup and natural resource damages relating to Hazardous Materials on, under or emanating from such property, regardless of whether the owner or operator knew of, or was responsible for, the presence of such Hazardous Materials. In addition, CERCLA and similar state laws impose strict, joint and several liability under certain circumstances for investigation, cleanup and natural resource damages on persons who disposed of or arranged for the disposal of Hazardous Materials at third-party sites. Under the federal Resource Conservation and Recovery Act of 1976, as amended ("RCRA"), the holder of a permit to treat, store or dispose of hazardous waste can be required to remediate environmental pollution at or emanating from solid waste management areas at the permitted facility regardless of when the contamination occurred. RCRA also imposes regulations on generators of hazardous wastes. The Company has expended, and will be required to expend in the future, substantial funds for compliance with such laws and regulations, as well as for the investigation and remediation of sites at which a Hazardous Material has been released, or at which there exists a threatened release of a Hazardous Material. Some risk of environmental liability is inherent in the nature of the Company's business. No assurance can be given that additional material environmental costs will not arise as a result of compliance with and liability under existing and future legislation or other developments. 15 Environmental laws and regulations are becoming increasingly more stringent. To the extent that the cost of compliance increases and the Company cannot pass on future increases to its customers, such increases may have an adverse impact on the Company's profitability. From time to time, the Company has been cited for violations of environmental laws and regulations. The Company is currently remediating two Superfund sites at which it is the only performing party. The Company is also investigating or remediating approximately 35 other sites at which it is one of several performing parties. See "Business - Environmental Matters." As of December 31, 1996, the Company had reserves of approximately $13.1 million for environmental liabilities. The Company made cash payments of $4.5 million and $4.4 million with respect to environmental matters and incurred environmental charges of $2.4 million and $2.3 million in 1995 and 1996, respectively. The Company expects to continue to incur expenses for the foreseeable future on environmental matters. No assurance can be given that actual environmental expenditures will not exceed the Company's expectations or reserves or that any such expenditures will not have a material adverse effect on the Company's financial condition or results of operations. See "Management's Discussion and Analysis of Financial Condition and Results of Operations - Liquidity and Capital Resources." FUEL AVAILABILITY AND COST Although the Company's owner-operators are responsible for paying their own fuel costs, significant increases in these costs could result in their seeking higher purchased transportation fees from the Company or other contractual opportunities. With respect to the Company's employee drivers, fuel represents a significant operating expense of the Company. There can be no assurance that the Company will be able to pass any increases in fuel costs to its customers in the form of price increases. Significant increases in the price of fuel, if not offset by increases in prices charged to customers, or any interruption in the supply of fuel, would have an adverse impact upon the profitability of the Company. See "Business - Fuel Availability and Cost." CLAIMS EXPOSURE The Company currently maintains liability insurance for bodily injury and property damage in the amount of $100 million per incident. Until March 30, 1997, the deductible for bodily injury and property damage was $2 million (subject to an aggregate annual stop loss of $9 million). The current deductible for bodily injury and property damage is $1 million per incident (subject to an aggregate annual stop loss of $5.5 million), and the current deductible for workers' compensation insurance, in states where most of the Company's employees are domiciled, is $500,000 per claim. To the extent that the Company experiences a material increase in the frequency or severity of accidents or workers' compensation claims or unfavorable developments on existing claims, the Company's operating results and financial condition could be materially adversely affected. In addition, significant increases in insurance costs, to the extent not offset by price increases, would reduce the Company's future profitability. See "Business - Risk Management and Insurance; Safety." DEPENDENCE ON KEY PERSONNEL The success of the Company is dependent upon its senior management team, as well as its ability to attract and retain qualified personnel. There is substantial competition for qualified personnel in the tank truck industry. There is no assurance that the Company will be able to retain its existing senior management or to attract additional qualified personnel. The Company does not have any employment agreements with any of its executive officers other than with the President of CLTL. See "Management." CONTROLLING STOCKHOLDERS; CHANGE OF CONTROL As of June 29, 1997, David R. Hamilton, George McFadden and John H. McFadden beneficially owned an aggregate of 76.8% of the outstanding common stock of the Company, with certain directors and the management of the Company owning the balance. The interests of Messrs. Hamilton and 16 McFadden as equity holders of the Company may differ from the interests of holders of Notes. See "Principal Stockholders." There can also be no assurance that Messrs. Hamilton and McFadden will continue to control the Company. A reduction in the beneficial ownership of the Company's common stock by Messrs. Hamilton and McFadden below 30% would constitute an event of default under the New Revolving Credit Facility, permitting the lenders under the New Revolving Credit Facility to exercise remedies. Further, if any person other than Messrs. Hamilton and McFadden acquires beneficial ownership of 50% or more of the Company's common stock, the Indenture requires the Company to make an offer to purchase all of the outstanding New Notes under the Indenture. The inability to repay indebtedness under the New Revolving Credit Facility, if accelerated, or to purchase all of the New Notes would also constitute an event of default under the Indenture. See "New Revolving Credit Facility" and "Description of the New Notes - Change of Control." No assurance can be given that the Company will be able to comply with its obligations under the New Revolving Credit Facility in the event of a change of control or to refinance any of its obligations thereunder or other obligations that might become due by the reason of these provisions. Thus, in the event the Company were unable to meet its obligations, there may not be any resources available to meet claims for payment on the New Notes. SEASONALITY The business of the Company is subject to limited seasonality, with revenues generally declining slightly during winter months (namely the first and fourth fiscal quarters) and over holidays. Highway transportation can be adversely affected depending upon the severity of the weather in various sections of the country during the winter months. The Company's operating expenses also have been somewhat higher in the winter months, due primarily to decreased fuel efficiency and increased maintenance costs of revenue equipment in colder months. No assurance can be given that the Company will have sufficient working capital or that borrowings under the New Revolving Credit Facility will be available to meet shortfalls in the Company's working capital during the winter months as a result of such seasonality. CONSEQUENCES OF FAILURE TO EXCHANGE Holders of Old Notes who do not exchange their Old Notes for New Notes pursuant to the Exchange Offer will continue to be subject to the restrictions on transfer of such Old Notes as set forth in the legend thereon as a consequence of the issuance of the Old Notes pursuant to exemptions from, or in transactions not subject to, the registration requirements of the Securities Act and applicable state securities laws. In general, the Old Notes may not be offered or sold, unless registered under the Securities Act, except pursuant to an exemption from, or in a transaction not subject to, the Securities Act and applicable state securities laws. The Company does not currently anticipate that it will register the Old Notes for resale under the Securities Act. New Notes issued pursuant to the Exchange Offer in exchange for Old Notes may be offered for resale, resold or otherwise transferred by holders thereof (other than any such holder which is an "affiliate" of the Company within the meaning of Rule 405 under the Securities Act and other than any broker-dealer who purchased Old Notes directly from the Company for resale pursuant to Rule 144A under the Securities Act or any other available exemption under the Securities Act) without compliance with the registration and prospectus delivery provisions of the Securities Act provided that such New Notes are acquired in the ordinary course of such holders' business and such holders have no arrangement with any person to participate in the distribution of such Notes. Each broker-dealer that acquired Old Notes for its own account as a result of market making or other trading activities and that receives New Notes for its own account pursuant to the Exchange Offer must acknowledge that it will deliver a prospectus in connection with any resale of such New Notes. The Letter of Transmittal states that, by so acknowledging and by delivering a prospectus, a broker-dealer will not be deemed to admit that it is an "underwriter" within the meaning of the Securities Act. This Prospectus, as it may be amended or supplemented from time to time, may be used by a broker-dealer in connection with resales of New Notes received in exchange for Old Notes where such Old Notes were acquired by such broker-dealer as a result of market-making 17 activities or other trading activities. The Company has agreed that, for a period of 180 days after the effective date of this Prospectus, it will make this Prospectus, as it may be amended or supplemented from time to time, available to any broker-dealer for use in connection with any such resale. See "Plan of Distribution." However, to comply with the securities laws of certain jurisdictions, if applicable, the New Notes may not be offered or sold unless they have been registered or qualified for sale in such jurisdictions or an exemption from registration or qualification is available and is complied with. To the extent that Old Notes are tendered and accepted in the Exchange Offer, the trading market for untendered and tendered but unaccepted Old Notes will be adversely affected. ABSENCE OF PUBLIC MARKET FOR THE NEW NOTES The New Notes are a new issue of securities, have no established trading market, and may not be widely distributed. The Company does not intend to list the New Notes on any national securities exchange or to seek the admission thereof to trading in The Nasdaq Stock Market. No assurance can be given that an active public or other market will develop for the New Notes or as to the liquidity of or the trading market for the New Notes. If a trading market does not develop or is not maintained, holders of the New Notes may experience difficulty in reselling the New Notes or may be unable to sell them at all. If a market for the New Notes develops, any such market may be discontinued at any time. If a public trading market develops for the New Notes, future trading prices of the New Notes will depend on many factors, including, among other things, prevailing interest rates, the Company's results of operations and the market for similar securities, and the price at which the holders of New Notes will be able to sell such New Notes is not assured and the New Notes could trade at a premium or discount to their purchase price or face value. Depending on prevailing interest rates, the market for similar securities and other facts, including the financial condition of the Company, the New Notes may trade at a discount from their principal amount. 18 THE EXCHANGE OFFER PURPOSE AND EFFECT The Old Notes were sold by the Company to the Initial Purchasers on June 16, 1997, pursuant to the Purchase Agreement. The Initial Purchasers subsequently resold the Old Notes in reliance on Rule 144A under the Securities Act and certain other exemptions under the Securities Act. The Company and the Initial Purchasers also entered into the Registration Rights Agreement, pursuant to which the Company agreed, with respect to the Old Notes and subject to the Company's determination that the Exchange Offer is permitted under applicable law, to (i) cause to be filed, on or prior to August 15, 1997, a registration statement with the Commission under the Securities Act concerning the Exchange Offer, (ii) use its reasonable best efforts to cause such registration statement to be declared effective by the Commission on or prior to October 14, 1997, and (iii) to cause the Exchange Offer to remain open for a period of not less than 30 days. This Exchange Offer is intended to satisfy the Company's exchange offer obligations under the Registration Rights Agreement. TERMS OF THE EXCHANGE OFFER The Company hereby offers, upon the terms and subject to the conditions set forth herein and in the accompanying Letter of Transmittal, to exchange $1,000 in principal amount of the New Notes for each $1,000 in principal amount of the outstanding Old Notes. The Company will accept for exchange any and all Old Notes that are validly tendered on or prior to 5:00 p.m., New York City time, on the Expiration Date. Tenders of the Old Notes may be withdrawn at any time prior to 5:00 p.m., New York City time, on the Expiration Date. The Exchange Offer is not conditioned upon any minimum principal amount of Old Notes being tendered for exchange. However, the Exchange Offer is subject to the conditions, terms and provisions of the Registration Rights Agreement. The form and terms of the New Notes will be identical in all material respects to the form and terms of the Old Notes, except that (i) the New Notes have been registered under the Securities Act and, therefore, will not bear legends restricting the transfer thereof, (ii) subject to certain limited exceptions, holders of New Notes will not be entitled to Additional Interest, and (iii) holders of New Notes will not be, and upon consummation of the Exchange Offer, Eligible Holders of Old Notes will no longer be, entitled to certain rights under the Registration Rights Agreement intended for holders of unregistered securities. See "- Conditions of the Exchange Offer." Old Notes may be tendered only in multiples of $1,000. Subject to the foregoing, Holders may tender less than the aggregate principal amount represented by the Old Notes held by them, provided that they appropriately indicate this fact on the Letter of Transmittal accompanying the tendered Old Notes (or so indicate pursuant to the procedures for book-entry transfer). As of the date of this Prospectus, $100 million in aggregate principal amount of the Old Notes is outstanding, the maximum amount authorized by the Indenture for all Notes. As of August 4, 1997, there were two (2) registered holders of the Old Notes, including Cede, which held $98,250,000 aggregate principal amount of the Old Notes for its participants. Solely for reasons of administration (and for no other purpose), the Company has fixed the close of business on _________ __, 1997, as the record date (the "Record Date") for purposes of determining the persons to whom this Prospectus and the Letter of Transmittal will be mailed initially. Only an Eligible Holder of the Old Notes (or such Eligible Holder's legal representative or attorney-in-fact) may participate in the Exchange Offer. There will be no fixed record date for determining Eligible Holders of the Old Notes entitled to participate in the Exchange Offer. The Company believes that, as of the date of this Prospectus, no such Eligible Holder is an affiliate (as defined in Rule 405 under the Securities Act) of the Company. The Company shall be deemed to have accepted validly tendered Old Notes when, as and if the Company has given oral or written notice thereof to the Exchange Agent. The Exchange Agent will act as agent for the tendering Eligible Holders of Old Notes and for the purposes of receiving the New Notes from the Company. 19 If any tendered Old Notes are not accepted for exchange because of an invalid tender, the occurrence of certain other events set forth herein or otherwise, certificates for any such unaccepted Old Notes will be returned, without expense, to the tendering Eligible Holder thereof as promptly as practicable after the Expiration Date. EXPIRATION DATE; EXTENSIONS; AMENDMENTS The Expiration Date shall be ____________, 1997 at 5:00 p.m., New York City time, unless the Company, in its sole discretion, extends the Exchange Offer, in which case the Expiration Date shall be the latest date and time to which the Exchange Offer is extended. In order to extend the Exchange Offer, the Company will notify the Exchange Agent of any extension by oral or written notice and will make a public announcement thereof, each prior to 9:00 a.m., New York City time, on the next business day after the previously scheduled Expiration Date. Such notice and public announcement shall set forth the new Expiration Date of the Exchange Offer. The Company reserves the right, in its sole discretion, (i) to delay accepting any Old Notes, (ii) to extend the Exchange Offer, (iii) if any of the conditions set forth below under "Conditions of the Exchange Offer" shall not have been satisfied, to terminate the Exchange Offer by giving oral or written notice of such delay, extension, or termination to the Exchange Agent, and (iv) to amend the terms of the Exchange Offer in any manner. If the Exchange Offer is amended in a manner determined by the Company to constitute a material change, the Company will, in accordance with applicable law, file a post-effective amendment to the registration statement (a "Post-effective Amendment") and resolicit the registered holders of the Old Notes. If the Company files a Post-effective Amendment, it will notify the Exchange Agent of an extension of the Exchange Offer by oral or written notice, and will make a public announcement thereof, each prior to 9:00 a.m., New York City time, on the next business day after the effectiveness of such Post-effective Amendment. Such notice and public announcement shall set forth the new Expiration Date, which new Expiration Date shall be no less than five days after the then applicable Expiration Date. CONDITIONS OF THE EXCHANGE OFFER The Exchange Offer is not conditioned upon any minimum principal amount of the Old Notes being tendered for exchange. However, notwithstanding any other provisions of the Exchange Offer, the Company shall not be required to accept for exchange, or to issue the New Notes in exchange for, any Old Notes, if the Exchange Offer violates any applicable law or interpretation of the staff of the Commission. The Company expects that the foregoing conditions will be satisfied. TERMINATION OF CERTAIN RIGHTS The Registration Rights Agreement provides that, subject to certain exceptions, in the event of a Registration Default (as defined below), Eligible Holders of Old Notes are entitled to receive Additional Interest. Additional Interest means the increase in the interest rate borne by Registrable Securities during the period in which a Registration Default is continuing pursuant to the terms of the Registration Rights Agreement (in general, one-quarter of one percent (0.25%) per annum for the first 90-day period immediately after the first such Registration Default and an additional one-quarter of one percent (0.25%) per annum for each subsequent 90-day period (up to a maximum aggregate increase of one percent (1.00%) per annum until all Registration Defaults have been cured, whereupon the accrual of Additional Interest will cease and the interest rate on the Old Notes will revert to the original rate). A "Registration Default" with respect to the Exchange Offer shall generally occur if: (i) the registration statement concerning the exchange offer (the "Registration Statement") has not been filed with the Commission on or prior to August 15, 1997; (ii) the Registration Statement is not declared effective on or prior to October 14, 1997, or (iii) the Company fails to issue New Notes in exchange for all Old Notes properly tendered and not withdrawn in the Exchange Offer on or prior to November 13, 1997. Holders of New Notes will not be and, upon consummation of the Exchange 20 Offer, Holders of Old Notes will no longer be, entitled to (i) the right to receive Additional Interest, except in certain limited circumstances, and (ii) certain other rights under the Registration Rights Agreement intended for holders of Registrable Securities. The Exchange Offer shall be deemed consummated upon the occurrence of the delivery by the Company to the Registrar under the Indenture of New Notes in the same aggregate principal amount as the aggregate principal amount of Old Notes that are validly tendered by holders thereof pursuant to the Exchange Offer. ACCRUED INTEREST ON THE OLD NOTES The New Notes will bear interest at a rate equal to 10 3/8% per annum from and including their date of issuance. Eligible Holders whose Old Notes are accepted for exchange will have the right to receive interest accrued thereon from the date of their original issuance or the last Interest Payment Date, as applicable, to, but not including, the date of issuance of the New Notes, such interest to be payable with the first interest payment on the New Notes. Interest on the Old Notes accepted for exchange, which interest accrued at the rate of 10 3/8% per annum, will cease to accrue on the day prior to the issuance of the New Notes. See "Description of New Notes - General." PROCEDURES FOR TENDERING OLD NOTES The tender of an Eligible Holder's Old Notes as set forth below and the acceptance thereof by the Company will constitute a binding agreement between the tendering Eligible Holder and the Company upon the terms and subject to the conditions set forth in this Prospectus and in the accompanying Letter of Transmittal. Except as set forth below, an Eligible Holder who wishes to tender Old Notes for exchange pursuant to the Exchange Offer must transmit such Old Notes, together with a properly completed and duly executed Letter of Transmittal, including all other documents required by such Letter of Transmittal, to the Exchange Agent at the address set forth on the back cover page of this Prospectus prior to 5:00 p.m., New York City time, on the Expiration Date. THE METHOD OF DELIVERY OF OLD NOTES, LETTERS OF TRANSMITTAL AND ALL OTHER REQUIRED DOCUMENTS IS AT THE ELECTION AND RISK OF THE ELIGIBLE HOLDER. IF SUCH DELIVERY IS BY MAIL, IT IS RECOMMENDED THAT REGISTERED MAIL, PROPERLY INSURED, WITH RETURN RECEIPT REQUESTED, BE USED. INSTEAD OF DELIVERY BY MAIL, IT IS RECOMMENDED THAT THE ELIGIBLE HOLDER USE AN OVERNIGHT OR HAND DELIVERY SERVICE. IN ALL CASES, SUFFICIENT TIME SHOULD BE ALLOWED TO ASSURE TIMELY DELIVERY. Each signature on a Letter of Transmittal or a notice of withdrawal, as the case may be, must be guaranteed unless the Old Notes surrendered for exchange pursuant hereto are tendered (i) by a registered holder of the Old Notes who has not completed either the box entitled "Special Exchange Instructions" or the box entitled "Special Delivery Instructions" in the Letter of Transmittal or (ii) by an Eligible Institution (as defined). In the event that a signature on a Letter of Transmittal or a notice of withdrawal, as the case may be, is required to be guaranteed, such guarantee must be by a firm which is a member of a registered national securities exchange or The Nasdaq Stock Market, a commercial bank or trust company having an office or correspondent in the United States or otherwise be an "eligible guarantor institution" within the meaning of Rule 17Ad-15 under the Exchange Act (collectively, "Eligible Institutions"). If the Letter of Transmittal is signed by a person other than the registered holder of the Old Notes, the Old Notes surrendered for exchange must either (i) be endorsed by the registered holder, with the signature thereon guaranteed by an Eligible Institution or (ii) be accompanied by a bond power, in satisfactory form as determined by the Company in its sole discretion, duly executed by the registered holder, with the signature thereon guaranteed by an Eligible Institution. The term "registered holder" as used herein with respect to the Old Notes means any person in whose name the Old Notes are registered on the books of the Registrar. All questions as to the validity, form, eligibility (including time of receipt), acceptance and withdrawal of Old Notes tendered for exchange will be determined by the Company in its sole 21 discretion, which determination shall be final and binding. The Company reserves the absolute right to reject any and all Old Notes not properly tendered and to reject any Old Notes the Company's acceptance of which might, in the judgment of the Company or its counsel, be unlawful. The Company also reserves the absolute right to waive any defects or irregularities or conditions of the Exchange Offer as to particular Old Notes either before or after the Expiration Date (including the right to waive the ineligibility of any holder who seeks to tender Old Notes in the Exchange Offer). The interpretation of the terms and conditions of the Exchange Offer (including the Letter of Transmittal and the instructions thereto) by the Company shall be final and binding on all parties. Unless waived, any defects or irregularities in connection with tenders of Old Notes for exchange must be cured within such period of time as the Company shall determine. The Company will use reasonable efforts to give notification of defects or irregularities with respect to tenders of Old Notes for exchange but shall not incur any liability for failure to give such notification. Tenders of the Old Notes will not be deemed to have been made until such irregularities have been cured or waived. If any Letter of Transmittal, endorsement, bond power, power of attorney or any other document required by the Letter of Transmittal is signed by a trustee, executor, corporation or other person acting in a fiduciary or representative capacity, such person should so indicate when signing, and, unless waived by the Company, proper evidence satisfactory to the Company, in its sole discretion, of such person's authority to so act must be submitted. Any beneficial owner of the Old Notes (a "Beneficial Owner") whose Old Notes are registered in the name of a broker, dealer, commercial bank, trust company or other nominee and who wishes to tender Old Notes in the Exchange Offer should contact such registered holder promptly and instruct such registered holder to tender on such Beneficial Owner's behalf. If such Beneficial Owner wishes to tender directly, such Beneficial Owner must, prior to completing and executing the Letter of Transmittal and tendering Old Notes, make appropriate arrangements to register ownership of the Old Notes in such Beneficial Owner's name. Beneficial Owners should be aware that the transfer of registered ownership may take considerable time. By tendering, each registered holder will represent to the Company that, among other things (i) the New Notes to be acquired in connection with the Exchange Offer by the Eligible Holder and each Beneficial Owner of the Old Notes are being acquired by the Eligible Holder and each Beneficial Owner in the ordinary course of business of the Eligible Holder and each Beneficial Owner, (ii) the Eligible Holder and each Beneficial Owner are not participating, do not intend to participate, and have no arrangement or understanding with any person to participate, in the distribution of the New Notes, (iii) the Eligible Holder and each Beneficial Owner acknowledge and agree that any person participating in the Exchange Offer for the purpose of distributing the New Notes must comply with the registration and prospectus delivery requirements of the Securities Act in connection with a secondary resale transaction of the New Notes acquired by such person and cannot rely on the position of the staff of the Commission set forth in no-action letters that are discussed herein under "Resales of New Notes," (iv) that if the Eligible Holder is a broker-dealer that acquired Old Notes as a result of market making or other trading activities, it will deliver a prospectus in connection with any resale of New Notes acquired in the Exchange Offer, (v) the Eligible Holder and each Beneficial Owner understand that a secondary resale transaction described in clause (iii) above should be covered by an effective registration statement containing the selling security holder information required by Item 507 of Regulation S-K of the Commission, and (vi) neither the Eligible Holder nor any Beneficial Owner is an "affiliate," as defined under Rule 405 of the Securities Act, of the Company except as otherwise disclosed to the Company in writing. In connection with a book-entry transfer, each participant will confirm that it makes the representations and warranties contained in the Letter of Transmittal. Guaranteed Delivery Procedures. Eligible Holders who wish to tender their Old Notes and (i) whose Old Notes are not immediately available or (ii) who cannot deliver their Old Notes or any other documents required by the Letter of Transmittal to the Exchange Agent prior to the Expiration Date (or complete the procedure for book-entry transfer on a timely basis), may tender their Old Notes 22 according to the guaranteed delivery procedures set forth in the Letter of Transmittal. Pursuant to such procedures: (i) such tender must be made by or through an Eligible Institution and a Notice of Guaranteed Delivery (as defined in the Letter of Transmittal) must be signed by such Eligible Holder, (ii) on or prior to the Expiration Date, the Exchange Agent must have received from the Eligible Holder and the Eligible Institution a properly completed and duly executed Notice of Guaranteed Delivery (by facsimile transmission, mail or hand delivery) setting forth the name and address of the Eligible Holder, the certificate number or numbers of the tendered Old Notes, and the principal amount of tendered Old Notes, stating that the tender is being made thereby and guaranteeing that, within three (3) business days after the date of delivery of the Notice of Guaranteed Delivery, the tendered Old Notes, a duly executed Letter of Transmittal and any other required documents will be deposited by the Eligible Institution with the Exchange Agent, and (iii) such properly completed and executed documents required by the Letter of Transmittal and the tendered Old Notes in proper form for transfer (or confirmation of a book-entry transfer of such Old Notes into the Exchange Agent's account at DTC) must be received by the Exchange Agent within three (3) business days after the Expiration Date. Any Eligible Holder who wishes to tender Old Notes pursuant to the guaranteed delivery procedures described above must ensure that the Exchange Agent receives the Notice of Guaranteed Delivery and Letter of Transmittal relating to such Old Notes prior to 5:00 p.m., New York City time, on the Expiration Date. Book-Entry Delivery. The Exchange Agent will establish an account with respect to the Old Notes at the DTC ("Book-Entry Transfer Facility") for purposes of the Exchange Offer promptly after the date of this Prospectus. Any financial institution that is a participant in the Book-Entry Transfer Facility's system may make book-entry delivery of the Old Notes by causing such facility to transfer Old Notes into the Exchange Agent's account in accordance with such facility's procedure for such transfer. Even though delivery of Old Notes may be effected through book-entry transfer into the Exchange Agent's account at the Book-Entry Transfer Facility, a properly completed and duly executed Letter of Transmittal (or a manually signed facsimile thereof), with any required signature guarantees, or an Agent's Message (as defined below) in connection with a book-entry transfer, and other documents required by the Letter of Transmittal, must, in any case, be transmitted to and received by the Exchange Agent at one of its addresses set forth on the back cover of this Prospectus before the Expiration Date, or the guaranteed delivery procedure set forth above must be followed. Delivery of the Letter of Transmittal and any other required documents to the Book-Entry Transfer Facility does not constitute delivery to the Exchange Agent. The term "Agent's Message" means a message transmitted by the Book-Entry Transfer Facility to, and received by, the Exchange Agent and forming a part of a book-entry confirmation, which states that such Book-Entry Transfer Facility has received an express acknowledgment from the participant in such Book-Entry Transfer Facility tendering the Old Notes that such participant has received and agrees to be bound by the terms of the Letter of Transmittal and that the Company may enforce such agreement against such participant. ACCEPTANCE OF OLD NOTES FOR EXCHANGE; DELIVERY OF NEW NOTES Upon satisfaction or waiver of all the conditions to the Exchange Offer, the Company will accept any and all Old Notes that are properly tendered in the Exchange Offer prior to 5:00 p.m., New York City time, on the Expiration Date. The New Notes issued pursuant to the Exchange Offer will be delivered as soon as practicable after acceptance of the Old Notes. For purposes of the Exchange Offer, the Company shall be deemed to have accepted validly tendered Old Notes, when, as, and if the Company has given oral or written notice thereof to the Exchange Agent. In all cases, issuances of New Notes for Old Notes that are accepted for exchange pursuant to the Exchange Offer will be made only after timely receipt by the Exchange Agent of such Old Notes, a properly completed and duly executed Letter of Transmittal and all other required documents (or of confirmation of a book-entry transfer of such Old Notes into the Exchange Agent's account at DTC); provided, however, that the Company reserves the absolute right to waive any defects or irregularities in the tender or conditions of the Exchange Offer. If any tendered Old Notes are not accepted for any 23 reason, such unaccepted Old Notes will be returned without expense to the tendering Eligible Holder thereof as promptly as practicable after the expiration or termination of the Exchange Offer. WITHDRAWAL RIGHTS Tenders of the Old Notes may be withdrawn by delivery of a written notice to the Exchange Agent, at its address set forth on the back cover page of this Prospectus, at any time prior to 5:00 p.m., New York City time, on the Expiration Date. Any such notice of withdrawal must (i) specify the name of the person having deposited the Old Notes to be withdrawn (the "Depositor"), (ii) identify the Old Notes to be withdrawn (including the certificate number or numbers and principal amount of such Old Notes, as applicable), (iii) be signed by the Eligible Holder in the same manner as the original signature on the Letter of Transmittal by which such Old Notes were tendered (including any required signature guarantees) or be accompanied by a bond power in the name of the person withdrawing the tender, in satisfactory form as determined by the Company in its sole discretion, duly executed by the registered holder, with the signature thereon guaranteed by an Eligible Institution together with the other documents required upon transfer by the Indenture, and (iv) specify the name in which such Old Notes are to be re-registered, if different from the Depositor, pursuant to such documents of transfer. Any questions as to the validity, form and eligibility (including time of receipt) of such notices will be determined by the Company, in its sole discretion. The Old Notes so withdrawn will be deemed not to have been validly tendered for exchange for purposes of the Exchange Offer. Any Old Notes which have been tendered for exchange but which are withdrawn will be returned to the Eligible Holder thereof without cost to such Eligible Holder as soon as practicable after withdrawal. Properly withdrawn Old Notes may be retendered by following one of the procedures described under "The Exchange Offer - Procedures for Tendering Old Notes" at any time on or prior to the Expiration Date. THE EXCHANGE AGENT; ASSISTANCE First Union National Bank is the Exchange Agent. All tendered Old Notes, executed Letters of Transmittal and other related documents should be directed to the Exchange Agent. Questions and requests for assistance and requests for additional copies of the Prospectus, the Letter of Transmittal and other related documents should be addressed to the Exchange Agent as follows: By Mail: By Hand/Overnight Express: Facsimile Transmission: First Union National Bank First Union National Bank (704) 590-7628 1525 West W. T. Harris Blvd. 3C3 1525 West W. T. Harris Blvd. 3C3 Charlotte, North Carolina 28288 Charlotte, North Carolina 28288 To confirm receipt: Attention: Michael Klotz Attention: Michael Klotz (704) 590-7408
SOLICITATION OF TENDERS; FEES AND EXPENSES No person has been authorized to give any information or to make any representation in connection with the Exchange Offer other than those contained in this Prospectus. If given or made, such information or representations should not be relied upon as having been authorized by the Company. Neither the delivery of this Prospectus nor any exchange made hereunder shall, under any circumstances, create any implication that there has been no change in the affairs of the Company since the respective dates as of which information is given herein. The Exchange Offer is not being made to (nor will offers be accepted from or on behalf of) holders of Notes in any jurisdiction in which the making of the Exchange Offer or the acceptance thereof would not be in compliance with the laws of such jurisdiction. However, the Company may, at its discretion, take such action as it may deem necessary to make the Exchange Offer in any such jurisdiction and extend the Exchange Offer to holders of Notes in such jurisdiction. All expenses incident to the Company's consummation of the Exchange Offer and compliance with the Registration Rights Agreement will be borne by the Company, including, without limitation: 24 (i) all registration and filing fees (including, without limitation, fees and expenses of compliance with state securities or Blue Sky laws), (ii) printing expenses (including, without limitation, expenses of printing certificates for the New Notes in a form eligible for deposit with DTC and of printing Prospectuses), (iii) messenger, telephone and delivery expenses, (iv) fees and disbursements of counsel for the Company, (v) fees and disbursements of independent certified public accountants, (vi) rating agency fees, (vii) internal expenses of the Company (including, without limitation, all salaries and expenses of officers and employees of the Company performing legal or accounting duties), and (viii) fees and expenses incurred in connection with the listing, if any, of the New Notes on a securities exchange. The Company has not retained any dealer-manager in connection with the Exchange Offer and will not make any payments to brokers, dealers or others soliciting acceptance of the Exchange Offer. The Company, however, will pay the Exchange Agent reasonable and customary fees for its services and will reimburse it for its reasonable out-of-pocket expenses in connection therewith. ACCOUNTING TREATMENT The New Notes will be recorded at the same carrying value as the Old Notes, as reflected in the Company's accounting records on the date of the exchange. Accordingly, no gain or loss will be recognized by the Company for accounting purposes upon the exchange of New Notes for Old Notes. The expenses of the Exchange Offer will be amortized over the term of the New Notes. RESALES OF THE NEW NOTES Based on interpretations by the staff of the Commission set forth in no-action letters issued to third parties, the Company believes that the New Notes issued pursuant to the Exchange Offer to an Eligible Holder in exchange for Old Notes may be offered for resale, resold and otherwise transferred by such Eligible Holder (other than (i) a broker-dealer who purchased Old Notes directly from the Company for resale pursuant to Rule 144A under the Securities Act or any other available exemption under the Securities Act, or (ii) a person that is an affiliate of the Company within the meaning of Rule 405 under the Securities Act) without compliance with the registration and prospectus delivery provisions of the Securities Act, provided that the Eligible Holder is acquiring the New Notes in the ordinary course of business and is not participating, and has no arrangement or understanding with any person to participate, in the distribution of the New Notes. The Company has not requested or obtained an interpretive letter from the Commission staff with respect to this Exchange Offer, and the Company and the Eligible Holders are not entitled to rely on interpretive advice provided by the staff to other persons, which advice was based on the facts and conditions represented in such letters. However, the Exchange Offer is being conducted in a manner intended to be consistent with the facts and conditions represented in such letters. If any Eligible Holder acquires New Notes in the Exchange Offer for the purpose of distributing or participating in a distribution of the New Notes, such Eligible Holder cannot rely on the position of the staff of the Commission enunciated in Morgan Stanley & Co., Incorporated (available June 5, 1991) and Exxon Capital Holdings Corporation (available May 13, 1988), or interpreted in the Commission's letters to Shearman and Sterling (available July 2, 1993) and K-III Communications Corporation (available May 14, 1993), or similar no-action or interpretive letters and must comply with the registration and prospectus delivery requirements of the Securities Act in connection with a secondary resale transaction, unless an exemption from registration is otherwise available. Each broker-dealer that receives New Notes for its own account in exchange for Old Notes, where such Old Notes were acquired by such broker-dealer as a result of market making or other trading activities, must acknowledge that it will deliver a prospectus in connection with any resale of such New Notes. The Company has agreed that for a period of 180 days after the effective date of this Prospectus, it will make this Prospectus, as amended and supplemented, available to any broker-dealer who receives New Notes in the Exchange Offer for use in connection with any such resale. See "Plan of Distribution." 25 CONSEQUENCE OF FAILURE TO EXCHANGE Holders of Old Notes who do not exchange their Old Notes for New Notes pursuant to the Exchange Offer will continue to be subject to the restrictions on transfer of such Old Notes as set forth in the legend thereon as a consequence of the offer or sale of the Old Notes pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and applicable state securities laws. In general, the Old Notes may not be offered or sold, unless registered under the Securities Act, except pursuant to an exception from, or in a transaction not subject to, the Securities Act and applicable states securities laws. The Company does not currently anticipate that it will register the Old Notes under the Securities Act. See "Risk Factors - Consequences of Failure to Exchange." OTHER Participation in the Exchange Offer is voluntary, and holders of Old Notes should carefully consider whether to participate. Holders of the Old Notes are urged to consult their financial and tax advisers in making their own decisions on what action to take. As a result of the making of, and upon acceptance for exchange of all validly tendered Old Notes pursuant to the terms of, this Exchange Offer, the Company will have fulfilled a covenant contained in the Registration Rights Agreement. Holders of Old Notes who do not tender their Old Notes in the Exchange Offer will continue to hold such Notes and will be entitled to all the rights, and limitations applicable thereto, under the Indenture, except for any such rights under the Registration Rights Agreement that by their terms terminate or cease to have further effectiveness as a result of the making of this Exchange Offer. See "Description of New Notes." All untendered Old Notes will continue to be subject to the restrictions on transfer set forth in the Indenture. To the extent that Old Notes are tendered and accepted in the Exchange Offer, the trading market for untendered Old Notes could be adversely affected. The Company may in the future seek to acquire untendered Old Notes in open market or privately negotiated transactions, through subsequent exchange offers or otherwise. The Company has no present plan to acquire any Old Notes which are not tendered in the Exchange Offer. 26 CAPITALIZATION The following table sets forth the Company's short-term debt and capitalization as of June 29, 1997 on an actual basis. This table should be read in conjunction with the consolidated financial statements of the Company and the notes thereto included elsewhere in this Prospectus. JUNE 29, 1997 --------------------- (DOLLARS IN THOUSANDS) Short-term debt: Current maturities of long-term debt................... $ 638(c) Current maturities of equipment obligations............ -- ------------ Total short-term debt.................................... $ 638(c) ------------ ------------ Long-term debt (excluding current maturities) (a): Existing revolving credit debt......................... $ -- New Revolving Credit Facility (b)...................... -- Mortgage debt.......................................... -- Long-term equipment obligations and capital leases..... 1,564(c) Notes offered hereby................................... 100,000 ------------ Total long-term debt..................................... 101,564 ------------ Redeemable preferred stock (d)........................... 5,318 Stockholders' equity (e)................................. 13,153 ------------ Total capitalization..................................... $ 120,673 ------------ ------------ - ------------------ (a) The Company has an accounts receivable securitization facility in the amount of $28 million with an effective interest rate of LIBOR plus .80%, which was accounted for as an off-balance sheet item as of March 30, 1997 pursuant to Statement of Financial Accounting Standards No. 125. Prior to March 30, 1997, this facility was accounted for as long-term debt and the related interest as interest expense. See "Management's Discussion and Analysis of Financial Condition and Results of Operations - Liquidity and Capital Resources." (b) The New Revolving Credit Facility provides for revolving credit loans of up to $20 million, has an initial term of three years, is secured by $25 million of revenue equipment to be held by Chemical Leaman Corporation and has an interest rate of the prime rate plus 1/2% or LIBOR plus 1.80%. The New Revolving Credit Facility will be undrawn at the time of the consummation of the Offering, except for stand-by letters of credit in the amount of $3.9 million which will be carried forward from one of the Company's existing revolving credit facilities. See "New Revolving Credit Facility." (c) Relates to capital lease obligations which were not repaid in connection with the Offering. (d) The Company has three issues of Preferred Stock outstanding. The Company's Series A Preferred Stock is redeemable at the option of the holders thereof after August 1, 2002 at stated value of $2.6 million plus accrued and unpaid dividends and is redeemable at the option of the Company at a premium at any time after issuance. The Company's Series B Cumulative Convertible Preferred Stock is redeemable at the option of the Company or the holders thereof, in each case after May 2006 at stated value of $900,000 plus accrued and unpaid dividends. The Company's Series C Cumulative Preferred Stock is redeemable at the option of the holders thereof after May 2006 or at the option of the Company at any time after issuance, in each case at stated value of $1.8 million plus accrued and unpaid dividends. (e) In connection with the repayment of indebtedness with the proceeds of the Offering, the Company incurred approximately $199,000 of prepayment penalties net of tax benefit, which was recorded as an extraordinary item in the quarter ended June 29, 1997. 27 SELECTED CONSOLIDATED FINANCIAL DATA The following table sets forth selected consolidated financial data for the periods indicated. The selected consolidated financial data as of and for the years ended December 31, 1992 and 1993 have been derived from the Company's audited consolidated financial statements not included herein. The selected consolidated financial data as of and for the years ended December 31, 1994, 1995, 1996, and as of June 29, 1997 and for the six month period then ended have been derived from the Company's audited consolidated financial statements, which are included in this Prospectus. The selected consolidated financial data as of June 30, 1996 and for the six month period ended June 30, 1996 have been derived from the Company's unaudited consolidated financial statements included herein. The selected consolidated financial data as of June 30, 1996 has been derived from the Company's unaudited consolidated financial statements not included herein. The unaudited consolidated financial statements have been prepared on the same basis as the audited consolidated financial statements included herein and, in the opinion of management, include all adjustments (consisting only of normal recurring adjustments) necessary for a fair presentation of the Company's financial position and results of operations for the unaudited periods. Operating results for the six months ended June 29, 1997 are not necessarily indicative of the results that may be expected for the year ending December 31, 1997. The selected consolidated financial data should be read in conjunction with "Management's Discussion and Analysis of Financial Condition and Results of Operations" and the audited consolidated financial statements and the notes thereto included elsewhere in this Prospectus.
SIX MONTHS ENDED YEAR ENDED DECEMBER 31, -------------------- ----------------------------------------------------- JUNE 30, JUNE 29, 1992 1993 1994 1995 1996(A) 1996 1997 --------- --------- --------- --------- --------- --------- --------- (DOLLARS IN THOUSANDS) INCOME STATEMENT DATA: Operating revenues $ 232,619 $ 231,190 $ 241,443 $ 245,706 $ 281,075 $ 127,612 $ 156,545 Operating expenses: Purchased transportation........................... 74,582 77,985 85,470 98,903 122,635 54,542 69,131 Salaries, wages and benefits....................... 72,762 71,507 71,499 63,546 67,737 32,531 34,947 Depreciation and amortization...................... 12,704 11,320 11,783 13,731 16,255 7,173 9,336 Operations and maintenance......................... 49,979 50,304 52,768 50,240 52,924 22,696 32,158 Taxes and licenses................................. 5,868 4,600 2,829 2,755 2,613 1,175 1,457 Insurance and claims............................... 5,129 5,334 4,870 3,483 4,766 2,015 4,402 Communication and utilities........................ 5,028 4,889 5,417 6,056 7,213 3,594 3,320 Loss (gain) on disposition of revenue equipment, net.............................................. (81) 118 (6) 573 290 141 45 --------- --------- --------- --------- --------- --------- --------- Total operating expenses......................... 225,971 226,057 234,630 239,287 274,433 123,867 154,796 Operating income (loss) 6,648 5,133 6,813 6,419 6,642 3,745 1,749 Other (income) expense Interest expense................................... 4,278 4,016 4,946 5,978 7,553 3,092 4,515 Other (income) expense, net........................ 277 207 92 (110) (795) (11) 165 --------- --------- --------- --------- --------- --------- --------- Income (loss) before taxes........................... 2,093 910 1,775 551 (116) 664 (2,931) Provision (benefit) for income taxes................. 430 227 710 220 46 333 (1,223) --------- --------- --------- --------- --------- --------- --------- Income (loss) before extraordinary item.............. 1,663 683 1,065 331 (162) 331 (1,708) --------- --------- --------- --------- --------- --------- --------- Extraordinary loss on early extinguishment of debt less applicable income taxes of $133(h)............ -- -- -- -- -- -- (199) --------- --------- --------- --------- --------- --------- --------- Net income (loss).................................... $ 1,663 $ 683 $ 1,065 $ 331 $ (162) $ 331 $ (1,907) --------- --------- --------- --------- --------- --------- --------- --------- --------- --------- --------- --------- --------- --------- OTHER FINANCIAL DATA: EBITDA (b)........................................... $ 19,352 $ 16,453 $ 18,596 $ 20,150 $ 22,897 $ 10,918 $ 12,585 EBITDA margin (c).................................... 8.3% 7.1% 7.7% 8.2% 8.2% 8.6% 8.0% Capital expenditures (d)............................. 11,637 12,050 20,747 13,270 20,020 9,863 11,006 Ratio of EBITDA to interest expense.................. 4.5x 4.1x 3.8x 3.4x 3.0x 3.5x 2.8x Ratio of earnings to fixed charges (e)............... 1.42 1.19 1.32 1.08 -- 1.19 --
(continued on following page) 28 (continued from previous page)
SIX MONTHS ENDED YEAR ENDED DECEMBER 31, -------------------- ----------------------------------------------------- JUNE 30, JUNE 29, 1992 1993 1994 1995 1996(A) 1996 1997 --------- --------- --------- --------- --------- --------- --------- (DOLLARS IN THOUSANDS, EXCEPT OPERATING DATA) OPERATING DATA: Tractors operated Company............................................ 726 616 576 414 561 582 491 Owner-Operators (f)................................ 735 774 969 954 1,194 1,248 1,322 --------- --------- --------- --------- --------- --------- --------- Total tractors................................... 1,461 1,390 1,545 1,368 1,755 1,830 1,813 Drivers Company employees.................................. 760 589 538 405 473 515 475 Owner-Operators (f)................................ 889 844 1,057 1,117 1,277 1,305 1,430 --------- --------- --------- --------- --------- --------- --------- Total drivers...................................... 1,649 1,433 1,595 1,522 1,750 1,820 1,905 Trailers............................................. 2,666 2,438 2,869 2,645 3,502 3,450 3,433 Terminals............................................ 65 65 61 66 105 105 105 Total loaded miles traveled (000's).................. 105,901 104,913 105,443 110,223 126,802 56,048 68,371 Average revenue per mile............................. $ 1.85 $ 1.83 $ 1.87 $ 1.81 $ 1.78 $ 1.77 $ 1.78 Average length of haul (miles)....................... 444 456 450 463 455 487 429 Number of tank cleaning facilities................... 28 26 27 27 29 30 30 BALANCE SHEET DATA: Working capital...................................... $ 10,641 $ 16,697 $ 12,886 $ 10,732 $ 12,426 $ 12,757 $ 8,825 Property and equipment, net.......................... 59,698 59,153 74,869 76,771 108,789 106,634 110,637 Total assets......................................... 111,603 127,176 146,536 136,405 182,544 180,534 177,528 Long-term debt, including current portion (g)........ 43,267 53,386 69,223 67,821 109,024 105,083 102,202 Redeemable preferred stock........................... 2,600 2,600 2,600 2,600 5,318 5,318 5,318 Stockholders' equity (h)............................. 24,017 22,917 20,245 19,779 15,723 16,334 13,153
- ------------------ (a) Includes the results of Fleet from June 28, 1996, the date of the acquisition. (b) EBITDA represents operating income (loss) for the respective period plus depreciation and amortization. For the first six months of 1997, a $1.5 million one-time charge was incurred relating to a self-insurance deductible and has been added back in the calculation of EBITDA. EBITDA is presented to provide additional information about the Company's ability to meet its future debt service, capital expenditure and working capital requirements. EBITDA is not a measure of financial performance under GAAP and should not be considered as an alternative either to net income as an indicator of the Company's operating performance, or to cash flows as a measure of the Company's liquidity. (c) EBITDA margin is defined as EBITDA as a percentage of revenues. (d) Capital expenditures for 1996 and for the six months ended June 30, 1996 consist of $6.2 million and $4.6 million, respectively, for the Company's new information technology system and $13.8 million and $5.3 million, respectively, for the acquisition of new trailers and capitalized repairs to existing trailers. (e) Calculated as the ratio of the sum of income (loss) before income taxes and fixed charges to fixed charges. Fixed charges consist of interest expense, preferred stock dividends, deferred finance expense, minority interest expense, capitalized interest expense and that portion of operating lease expense representative of the interest factor (deemed to be one-third of operating lease expense). Earnings were insufficient to cover fixed charges by $116,000 for the year ended December 31, 1996 and $2,931,000 for the six months ended June 29, 1997. For the periods presented, the Company had no deferred finance expense, minority interest expense or capitalized interest expense. (f) The Company utilizes the services of owner-operators, who are independent contractors and provide their own tractors and pay for their own operating expenses. (g) The Company has an accounts receivable securitization facility in the amount of $28 million with an effective rate of interest of LIBOR plus .80%, which is accounted for as an off-balance sheet item as of June 29, 1997 pursuant to Statement of Financial Accounting Standards No. 125. Prior to March 30, 1997, this facility was accounted for as long-term debt. See "Management's Discussion and Analysis of Financial Condition and Results of Operations - Liquidity and Capital Resources." (h) In connection with the repayment of indebtedness with the proceeds of the Offering, the Company incurred approximately $199,000 of prepayment penalties net of tax benefit, which was recorded as an extraordinary item in the quarter ended June 29, 1997. 29 MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS OVERVIEW Chemical Leaman is the largest tank truck carrier in the U.S. with a nationwide network of 105 terminals and 30 tank cleaning facilities as of June 29, 1997. At that date, the Company's fleet consisted of 1,813 tractors and 3,433 specialized trailers. The Company offers a full range of specialized transportation services, including short and long-haul transportation, intermodal services, materials handling and third-party logistics, principally to the chemical industry. As a result, the Company's operating results are affected by the level of overall chemical output and, in particular, the level of shipments in the liquid chemical and dry bulk commodity industries. The Company's customer base includes many of the major chemical producers in the U.S., such as Dow Chemical North America, E.I. DuPont de Nemours Co., Air Products and Chemicals, Inc., AlliedSignal, Inc. and Union Carbide Corporation. In 1996, approximately 91% of the Company's revenues were derived from short and long-haul transportation and materials handling, while approximately 9% were derived from tank cleaning and intermodal services. The Company operates 30 tank cleaning facilities throughout the U.S., which not only support the Company's trucking operations, but also provide tank cleaning services for other tank truck carriers. In 1996, the Company generated $17.7 million in revenues from tank cleaning services provided to non-affiliated companies. The Company is marketing its tank cleaning capabilities to third-party carriers with the objective of increasing tank cleaning revenues, which result in higher operating margins than the Company's tank truck operations. Over the last three years, the Company has continued to focus on shifting its driver force from Company-employed drivers to owner-operator drivers. At June 29, 1997 the number of owner-operators was 1,430, as compared to 889 at December 31, 1992. Because owner-operators are required to provide their own tractors and pay all expenses associated with their tractors, this shift has resulted in a steady decline in the level of certain operating expenses as a percentage of revenues, including salaries, wages, benefits, maintenance, fuel and insurance. At the same time, purchased transportation and rents have correspondingly increased as a percentage of revenues. In addition to reducing the Company's fixed cost structure, the shift from Company-employed drivers to owner-operators provides the Company with added operating and financial flexibility. The Company's strong safety record has enabled the Company to recently reset its automobile, general and excess liability coverages at an annual savings of $600,000 commencing in 1997. In addition, the Company improved its insurance liability coverages, including a reduction in deductible limits per occurrence from $2 million to $1 million and a reduction in annual aggregate deductible limits from $9.0 million to $5.5 million, in each case for occurrences after March 30, 1997. The Company acquired the assets of Fleet in June 1996, adding 30 terminal locations, 762 trailers and 440 tractors (including 264 owner-operator tractors). The purchase price of $22.9 million consisted of $15.5 million in cash and the assumption of $7.4 million of capital lease obligations. The Fleet acquisition provides the Company with a strong presence in the southeastern U.S. and adds customers with little or no overlap with the Company's existing customer base. During the last six months of 1996 and the first six months of 1997, Fleet generated $27.5 million and $29.8 million in revenues and $2.2 million and $2.7 million in EBITDA, respectively. The Fleet acquisition provides the opportunity for cost savings associated with Fleet's operations by taking advantage of the Company's vertically integrated capabilities such as tank cleaning and independent contractor services and by consolidating certain Fleet and CLTL terminals which are located in close proximity to one another. Additionally, the Company has realized significant insurance savings as a result of adding Fleet to its existing insurance programs at no increase in premium. The Company's new information technology system will provide the Company with a new order entry system, enhanced order tracking and continuous communication with drivers via satellite. The new system is expected to be fully implemented in the first quarter of 1998 and provide productivity 30 and cost benefits to the Company. The Company has capitalized $11 million of costs as of June 29, 1997 in connection with this system. These costs will be depreciated over seven years upon completion of certain of the phases of the project. See Note 2 of "Notes to Consolidated Financial Statements." The Company owns property in Bridgeport, New Jersey which has been designated a Superfund site by the U.S. Environmental Protection Agency. The Company has certain obligations for the remediation of environmental contamination at this site. In 1993, the Company obtained a judgment in the U.S. District Court for the District of New Jersey against its insurers for recovery of its costs incurred in connection with this remediation effort. In June 1996, the U.S. Court of Appeals for the Third Circuit affirmed the U.S. District Court's judgment in favor of the Company in all material respects and remanded the matter to the District Court for the reallocation of liability among applicable policies. In November 1996, the U.S. Supreme Court denied the insurers' petition to review the Court of Appeals' decision, resulting in a non-appealable judgment against the insurers. The Company has capitalized all of the costs in connection with the Bridgeport site, which totaled $14.1 million at June 29, 1997, as these amounts are expected to be recovered from the Company's insurers. See "Business - Environmental Matters" and Note 11 of "Notes to Consolidated Financial Statements." RESULTS OF OPERATIONS The following table sets forth revenues and expenses as a percentage of revenues for the periods indicated:
SIX MONTHS ENDED YEAR ENDED DECEMBER 31 ------------------------ ------------------------------- JUNE 30, JUNE 29, 1994 1995 1996 1996 1997 --------- --------- --------- ----------- ----------- Total Operating Revenues............................ 100.0% 100.0% 100.0% 100.0% 100.0% Operating expenses: Purchased transportation & rents.................. 35.4 40.3 43.6 42.7 44.2 Salaries, wages and benefits...................... 29.6 25.9 24.1 25.5 22.3 Depreciation and amortization..................... 4.9 5.6 5.8 5.6 6.0 Operations and maintenance........................ 21.9 20.4 18.8 17.8 20.5 Taxes and licenses................................ 1.2 1.1 .9 .9 .9 Insurance and claims.............................. 2.0 1.4 1.7 1.6 2.8(a) Communications & utilities........................ 2.2 2.5 2.6 2.8 2.1 Loss (gain) on disposition of revenue equipment, net............................................ -- .2 .1 .1 .1 --------- --------- --------- --------- --------- Total operating expenses.................... 97.2 97.4 97.6 97.0 98.9
- ------------------ (a) Includes a one-time charge of $1.5 million (1.0% of revenues) relating to a self-insurance deductible. SIX MONTHS ENDED JUNE 29, 1997 COMPARED TO SIX MONTHS ENDED JUNE 30, 1996 Operating Revenues. Operating revenues increased by $28.9 million from $127.6 million in the first six months of 1996 to $156.5 million in the first six months of 1997. Of this increase, $29.8 million resulted from the acquisition of Fleet, partially offset by a decline of $0.9 million from existing operations. Average revenue per mile increased from $1.77 in the first six months of 1996 to $1.78 in the first six months of 1997, while average length of haul was 429 miles for the first six months of 1997 as compared to 487 miles for the first six months of 1996. This reduction in length of haul is attributable to the acquisition of Fleet, which typically hauls shorter distances than CLTL as a result of its regional focus. In the first six months of 1997, short and long-haul transportation accounted for 92% of revenues while tank cleaning and intermodal services accounted for 8%, consistent with the first six months of 1996. 31 Operating Expenses. Operating expenses totaled $154.8 million in the first six months of 1997 as compared to $123.9 million in the first six months of 1996, an increase of $30.9 million. Of this increased amount, $29.3 million was attributable to the Fleet acquisition. The balance of the increase is attributable to a one-time charge of $1.5 million for an insurance claim for personal injury arising from a trucking accident. Operating expenses as a percentage of revenue increased from 97.1% for the first six months of 1996 to 98.9% for the first six months of 1997. This increase in operating expenses of 1.8% of revenue was primarily attributable to increases in operations and maintenance expense and insurance and claims expense, offset by decreases in salaries, wages and benefits expense and decreases in communications and utilities expense. Interest Expense. Interest expense increased from $3.1 million, or 2.4% of revenues, in the first six months of 1996 to $4.5 million, or 2.9% of revenues, in the first six months of 1997. The increase in net interest expense is attributable to the additional debt incurred in connection with the Fleet acquisition. Net Income (Loss). The net loss in the first six months of 1997 was attributable to the one-time insurance charge of $1.5 million, increased interest, depreciation and operating lease expense in connection with the Fleet acquisition. YEAR ENDED DECEMBER 31, 1996 COMPARED TO YEAR ENDED DECEMBER 31, 1995 Operating Revenues. Operating revenues increased by $35.4 million or 14.4% to $281.1 million in 1996 from $245.7 million in 1995. Of this increase, $27.5 million primarily resulted from the inclusion of six months of revenues of Fleet, which was acquired in June 1996. The balance of the increase of revenues in 1996 of $7.9 million came from internal growth. Average revenue per mile decreased from $1.81 per mile in 1995, to $1.78 per mile in 1996, as a result of downward pricing pressure from the Company's chemical producing customers. Average length of haul decreased from 463 miles in 1995 to 455 miles in 1996 largely due to the acquisition of Fleet, which typically has a shorter length of haul given its regional focus. In 1996, short and long-haul transportation accounted for 91.4% of revenues while tank cleaning and intermodal services accounted for 8.6%. In 1995, 92.8% of revenues were derived from transportation services and 7.2% were derived from tank cleaning and intermodal services. Operating Expenses. Operating expenses increased by $35.1 million, from $239.3 million in 1995 to $274.4 million in 1996. This increase is attributable to the inclusion of the operating expenses of Fleet for the last half of 1996 as well as increased fuel costs. Fleet's operating expenses as a percentage of revenues are higher than the Company's taken as a whole as Fleet utilizes operating leases to finance a substantial portion of its revenue equipment. The Fleet depreciation and operating lease expense together with Company-wide increased fuel costs caused total operating expenses as a percentage of revenue to increase to 97.6% in 1996 as compared to 97.4% in 1995. Salaries, wages and benefits declined as a percentage of revenue, while purchased transportation and rents increased, reflecting an increase in the number of owner-operator drivers relative to employee drivers. Depreciation expense increased from $13.7 million in 1995 to $16.2 million in 1996. Of this increase, $1.8 million is attributable to the Fleet acquisition and the balance results from a higher level of revenue equipment in 1996 as compared to 1995 levels. Depreciation expense as a percentage of revenue remained relatively constant at 5.8% in 1996 and 5.6% in 1995. Insurance and claims expense was $4.8 million in 1996, representing an increase of $1.3 million as compared to 1995 levels. Insurance and claims as a percentage of revenue increased from 1.4% in 1995 to 1.7% in 1996. These increases are attributable to the Fleet acquisition as well as additional expense associated with an insurance claim. Interest Expense. Interest expense increased from $6.0 million in 1995 to $7.6 million in 1996, increasing from 2.4% of revenues in 1995 to 2.7% of revenues in 1996. The Company received insurance settlement proceeds of $11.5 million in late 1995, which were applied to reduce outstanding revolving credit debt. The increase in 1996 is the result of new borrowings and debt incurred in connection with the Fleet acquisition. 32 Net Income (Loss). The Company had a net loss of $162,000 in 1996 as compared to net income of $331,000 in 1995. The net loss in 1996 reflects the increased depreciation, operating lease expense and interest expense resulting from the Fleet acquisition, increased fuel costs and a slight reduction of revenue per mile. In 1996, the Company recorded tax expense of $46,000 despite a pre-tax loss due to state taxes and certain non-deductible expenses. This compares to a 40% effective tax rate for 1995. YEAR ENDED DECEMBER 31, 1995 COMPARED TO YEAR ENDED DECEMBER 31, 1994 Operating Revenue. Revenues increased by $4.3 million, or 1.8%, from $241.4 million in 1994 to $245.7 million in 1995, all of which resulted from internal growth as the Company expanded its relationships with its major customers. In 1995, 92.8% of the Company's revenues were generated by short and long-haul transportation and 7.2% were generated by tank cleaning and intermodal services. In 1994, transportation services accounted for 93.4% of the Company's revenues and tank cleaning and intermodal services accounted for 6.6%. Operating Expense. Operating expenses increased from $234.6 million in 1994 to $239.3 million in 1995. However, operating expenses as a percentage of revenue remained relatively stable at 97.2% and 97.4% in 1994 and 1995, respectively. Interest Expense. Interest expense increased from $5.0 million in 1994 to $6.0 million in 1995 as the average balance of funded debt was higher in 1995 than in 1994. Net Income. Income before tax was $551,000 in 1995, representing a decline of $1.2 million from the 1994 level. This decline is a result of higher depreciation and interest expense in 1995. After giving effect to income taxes, the Company reported net income of $331,000 and $1.1 million in 1995 and 1994, respectively. The Company's effective income tax rate of 40% in 1995 was consistent with the 1994 level. LIQUIDITY AND CAPITAL RESOURCES Following the Offering, the Company's primary source of liquidity will be cash flows from operations and the New Revolving Credit Facility. The New Revolving Credit Facility provides for revolving credit loans up to $20 million, has an initial term of three years, is secured by $25 million of revenue equipment held by Chemical Leaman Corporation and has an interest rate of the prime rate plus 1/2% or LIBOR plus 1.80%. The New Revolving Credit Facility was undrawn at the time of the consummation of the Offering, except for standby letters of credit in the amount of $3.9 million which were carried forward from one of the Company's existing revolving credit facilities. See "New Revolving Credit Facility." The Company used the net proceeds of the Offering to repay substantially all of its outstanding indebtedness in the amount of $84 million, consisting of revolving lines of credit, letters of credit, equipment debt obligations, capital lease obligations and mortgage indebtedness, together with accrued interest and prepayment penalties. The balance of the net proceeds of the Offering were retained for working capital and general corporate purposes. The Company expects that its ongoing cash requirements will consist primarily of interest payments on its outstanding indebtedness, including the New Notes and any borrowings under the New Revolving Credit Facility. The Company has a $28 million off-balance sheet accounts receivable securitization facility into which the Company's accounts receivable are sold. The facility is non-recourse to the Company and provides for advances of 85% against eligible receivables. The facility, which expires in December 1999, is rated "A" by Duff & Phelps and carries an interest rate of LIBOR plus 80 basis points. Prior to March 30, 1997, this facility had been accounted for as indebtedness on the Company's consolidated balance sheet. See Note 5 of "Notes to Consolidated Financial Statements." Net cash provided by (used in) operating activities totaled $4.7 million in 1996 and $(3.5) million in the first six months of 1997, as compared to $17.4 million and $21,000 in 1995 and the first six months of 1996, respectively. After giving effect to net changes in assets and liabilities of $(12.8) million in 1996 and $(10.2) million in the first six months of 1997, respectively, cash declined by $2.7 33 million during 1996 and increased by $8.9 million during the first six months of 1997, respectively. The $8.3 million increase in accounts receivable in 1996 is largely attributable to the Fleet acquisition. Capital expenditures in 1996 and 1995 were $35.5 million and $13.3 million, respectively. The 1996 amount consists of $15.5 million with respect to the Fleet acquisition, $6.2 million for the Company's investment in its new information technology system and $13.8 million with respect to the acquisition of new revenue equipment and capitalized repairs to existing trailers, net of sales of property and equipment. The 1995 amount consists of revenue equipment acquisitions and capitalized repairs, net of sales of property and equipment. In the first six months of 1997, the Company had capital expenditures totaling $11 million, which consisted of $7.9 million in acquisitions of revenue equipment and capitalized repairs and $3.1 million with respect to the Company's investment in its new information technology system. The Company anticipates spending approximately $10 million for the remainder of 1997 and approximately $15 million in 1998. The Company made cash payments of $4.5 million, $4.4 million and $1.0 million with respect to environmental matters in 1995, 1996, and the first six months of 1997 respectively, of which $1.6 million, $4.2 million and $0.4 million, respectively, is expected to be recovered from insurers. In 1995, the Company received $11.5 million in insurance proceeds relating to environmental matters. The Company expects to make cash payments of $6.3 million with respect to environmental matters in 1997, of which $1.8 million is expected to be recovered from the Company's insurers. The Company expects to make cash payments of $7.9 million with respect to environmental matters in 1998, of which $5.8 million is expected to be recovered from the Company's insurers. The Company expects to continue to expend funds with respect to environmental matters for the foreseeable future. See "Business - Environmental Matters" and Note 11 of "Notes to Consolidated Financial Statements." The Company expects that the net proceeds of the Offering, together with cash flows from operations and available borrowings under the New Revolving Credit Facility, will be sufficient to fund the Company's working capital, debt service, capital and environmental expenditure requirements and anticipated growth plans for the foreseeable future. SEASONALITY The business of the Company is subject to limited seasonality, with revenues generally declining slightly during winter months (namely the first and fourth fiscal quarters) and over holidays. Highway transportation can be adversely affected depending upon the severity of the weather in various sections of the country during the winter months. The Company's operating expenses also have been somewhat higher in the winter months, due primarily to decreased fuel efficiency and increased maintenance costs of revenue equipment in colder months. 34 BUSINESS OVERVIEW Founded in 1913, Chemical Leaman Corporation is the largest tank truck carrier in the United States. The Company offers a full range of specialized transportation services, including short and long-haul transportation, intermodal services, materials handling and third-party logistics, principally to the chemical industry. In addition, the Company provides tank cleaning and driver-related services to its own fleet as well as to independent owner-operators and third-party carriers. In 1996, approximately 91% of the Company's revenues were derived from transportation services, while approximately 9% were derived from tank cleaning and intermodal services. The specialized nature of the Company's services, the quality of its customer base and the stability of chemical industry output have allowed the Company to generate consistent levels of annual operating income. The Company believes that these factors, coupled with the Company's current investment in a new information technology system, position Chemical Leaman for future revenue growth and profitability. For the twelve months ended June 29, 1997, the Company had revenues and EBITDA (as defined herein) of $310 million and $24.6 million, respectively. The Company operates in the U.S., Canada and Mexico and maintains a nationwide network of 105 terminals and 30 tank cleaning facilities. The Company utilizes its network of terminals and facilities to transport liquid and dry bulk specialty and commodity chemicals and, to a lesser degree, petroleum and food grade products, throughout North America. The Company's terminals are strategically located near customers' plants, resulting in a consistently high percentage of on-time pick-ups and deliveries and effective utilization of drivers and equipment. At June 29, 1997, the Company's fleet included 1,813 tractors (491 Company-owned tractors and 1,322 owner-operated tractors) and 3,433 specialized trailers. The Company's extensive use of owner-operators increases the Company's asset utilization and lowers its fixed cost structure. Chemical Leaman is a core carrier to some of the largest and best-known chemical manufacturers, including Dow Chemical North America, E.I. DuPont de Nemours Co., Air Products and Chemicals, Inc., AlliedSignal Inc. and Union Carbide Corporation. The Company believes it has developed a superior reputation among its customers due to its strong safety record, the strategic location of its facilities and the full range of transportation and logistics services offered. Through its national account marketing program, the Company seeks to grow the number of chemical producers for which it serves as a core carrier. INDUSTRY OVERVIEW The current size of the tank truck carrier market is estimated to be approximately $8 billion. Of that amount, the independent tank truck carrier segment, in which the Company competes, accounts for approximately 70% of the market, with the balance represented by captive or private fleets. The independent tank truck segment of the market is fragmented, consisting of approximately 200 carriers, with the top five carriers accounting for approximately 20% of the segment's 1995 revenues according to Modern Bulk Transporter. With 1996 revenues of $281 million, Chemical Leaman is the largest tank truck carrier in the U.S. Substantially all of the independent tank truck segment involves the transportation of liquid and dry bulk chemicals. Chemical output in the U.S. has been stable, with the dollar value of organic chemical shipments, as reported by the U.S. Department of Commerce, increasing from $96.2 billion in 1987 to $121.4 billion in 1994. The Company believes there are significant growth opportunities as chemical producers outsource a greater percentage of their transportation and logistics needs, increasingly through the use of a limited number of core carriers. Further, the barriers to entry, which include the capital requirements for the acquisition and maintenance of a fleet of tank trailers, the need for sophisticated information technology systems, generally rising insurance requirements, the focus of customers on quality control programs and the increasing complexity of environmental regulation, all favor larger, better capitalized carriers. These barriers to entry have restricted the ability of smaller carriers to expand and in some 35 cases have forced smaller carriers out of the industry. A number of acquisitions by larger carriers of smaller, regional carriers have occurred over the past two years, and the Company expects this consolidation to continue. The independent tank truck segment is capital intensive and is affected by a number of factors in addition to those confronting the trucking industry as a whole. Specialized liquid tank trailers typically cost from $50,000 to $60,000 not including optional equipment such as temperature control systems. Dry bulk trailers can cost up to $80,000 each. The use of owner-operators can help defray certain of these expenses, as owner-operators supply their own tractors and pay all expenses associated with the tractors. Since tank trailers require cleaning on a frequent basis, tank truck carriers must own or have access to tank cleaning facilities in order to minimize empty mileage and to ensure contamination free conditions. In addition, tank washing facilities must comply with stringent environmental regulations. Chemical producers are increasingly outsourcing their transportation logistics function to providers of third party logistics services. These logistics services involve the coordination of transportation, inventory management, warehousing, materials management and customer service in a manner which optimizes the profit contribution of these functions. In order to capitalize on this trend, the Company recently founded Leaman Logistics for the purpose of providing third party logistics. As a result of its leading market position, operating expertise and logistics capabilities, the Company believes it is well-positioned to benefit from current industry trends. BUSINESS STRATEGY The Company's objective is to continue to enhance its revenue growth and profitability by pursuing the following key strategies: (i) expanding market share by marketing on both a national and regional level, (ii) focusing on improving operating efficiencies by continuing to shift to an owner-operator driver force, emphasizing safety and leveraging information technology, (iii) offering value-added related services, including tank cleaning, third-party logistics and driver-related services, and (iv) seeking selective acquisitions. EXPAND MARKET SHARE. Although Chemical Leaman is the largest tank truck carrier in the U.S., the Company believes there are significant opportunities for it to gain market share. The Company believes it can handle an even larger proportion of its core customers' bulk transportation and logistics requirements by building upon existing relationships and leveraging its reputation for high-quality customer service, competitive pricing and value-added services. The Company also believes that it can generate additional revenue opportunities from large chemical producers that are outsourcing a greater percentage of their transportation requirements. In addition, the Company aims to gain market share by targeting regional chemical producers located near the Company's terminals that can benefit from Chemical Leaman's national presence and extensive capabilities. FOCUS ON OPERATING EFFICIENCIES. The Company continues to focus on increasing operating efficiencies without lowering the quality or range of its services by concentrating on the following key areas: o Extensive Use of Owner-Operators. The Company's percentage of owner-operators to total drivers has increased from 54% at December 31, 1992 to 75% at June 29, 1997. Owner-operators provide their own tractors and pay their own operating expenses. The Company's extensive use of owner-operators increases the Company's operating and financial flexibility by improving asset utilization and reducing fixed costs. The Company is highly selective in its driver recruiting efforts and has invested substantial resources in its driver recruitment programs. The Company requires all of its drivers to participate in extensive training sessions held at its driver training center which it believes enhances the quality of its drivers and improves its safety record. o Continuing Emphasis on Safety. Because of the specialized nature of many of the products that the Company handles and transports, driver and equipment safety are critical in obtaining new business and in maintaining existing customer relationships. The 36 Company has committed substantial resources to its Safety and Emergency Response Departments, and its emphasis on safety is reflected in the Company's low cost of risk and favorable accident experience. The Company has received national safety awards from the National Tank Truck Carriers Association in each of the past five years including first place as safest carrier in 1995 and 1996. The Company received the American Trucking Association's first place safety award in 1995 and has received the U.S. Department of Transportation's highest safety rating for 20 years. o Investment in Information Technology. The Company believes that maximizing its use of information technology will create significant competitive advantages by reducing administrative costs and enhancing the utilization of tractors, trailers and drivers. The Company is investing in a proprietary information technology system which will provide the Company with a new order entry system, enhanced order tracking and continuous communication with drivers via satellite. The Company expects full implementation of its new information technology system by the first quarter of 1998. OFFER VALUE-ADDED RELATED SERVICES. The Company provides tank cleaning services to Chemical Leaman's fleet and to third-party tank truck carriers through a nationwide network of 30 tank cleaning facilities. By taking advantage of its significant purchasing power, the Company facilitates the purchase of tractors, fuel and tires as well as a comprehensive line of insurance products by its owner-operator driver force and by third party owner-operators. Chemical producers continue to focus on their core competencies and therefore increasingly look to outsource their entire transportation and shipping functions. In order to capitalize on these opportunities, the Company has developed logistics capabilities including transportation, inventory and asset management. The Company is currently providing logistics services to third parties and believes there are additional opportunities to expand its third-party logistics business. The Company believes it can increase revenues and enhance its profitability by marketing these value-added transportation-related services. SEEK SELECTIVE ACQUISITIONS. The Company believes that the tank truck carrier industry is consolidating and that it is well-positioned to take advantage of this trend. As the largest tank truck carrier in the U.S., the Company believes that acquisitions will allow it to leverage its operating and management expertise over a larger base of assets thereby increasing profit opportunities. In June 1996, Chemical Leaman acquired Fleet, which operated 30 terminals located primarily in the southeastern U.S. Fleet contributed $57.3 million of revenues for the twelve months ended June 29, 1997. The Fleet acquisition enhanced the Company's geographic terminal coverage and expanded its customer base. Chemical Leaman will continue to evaluate acquisition opportunities of high-quality tank truck carrier companies, tank cleaning services companies and other companies engaged in related businesses that offer a strategic fit with the Company's existing business. SERVICES PROVIDED Chemical Leaman operates through its transportation, tank cleaning, owner-operator services and third-party logistics business units. Each business unit is led by an experienced senior manager with specific asset management and profit responsibility. The Company believes that organizing its operations through these business units, supplemented by technology as an enabler of operating efficiencies, positions the Company to achieve its goal of enhanced revenue growth and profitability. Transportation Services The Company's trucking operations serve two distinctly different product groupings, liquid chemicals and dry bulk chemicals, each of which is managed on a separate basis. Within the liquid chemical portion of the Company's business, the Company performs two distinctly different types of trucking activity. The first, which accounts for most of the Company's liquid chemical trucking revenues, involves relatively short haul movements with little or no opportunity for back haul (i.e., a loaded return trip to the point of origination), and generally is provided to a limited number of chemical-producing customers served by a strategically located terminal. The second trucking activity 37 involves a more traditional long haul, reloadable trucking business using standardized equipment and coordinated through a central dispatch and control operation. The Company's dry bulk business primarily involves the transportation of plastic resins throughout the U.S., Canada and Mexico, and to a lesser degree the transportation of food grade products and cement. Plastics are produced predominantly on the U.S. Gulf Coast due to the availability of natural gas and ethylene feed stocks, both of which are critical components of plastic production. Consumption of plastics occurs throughout the U.S., with a strong concentration in the Northeast and Midwest U.S. Accordingly, producers of plastic pellets normally transport their products in large quantity via rail to regional transloading terminals where the product is transferred to dry bulk truck trailers for delivery to end users. As an adjunct to its trucking business, the Company operates an intermodal business that involves an alliance with Union Pacific Railroad's Bulktainer(Registered) division, which uses a container product that can be carried on a flatbed truck and transloaded onto railcars for further transportation to the consignee. This relationship gives the Company's customers a gateway from trucking to an extensive rail network and provides an attractive economic alternative for the hauling of liquid chemicals over great distances. Tank Cleaning The Company is the second largest U.S. provider of tank cleaning services to the U.S. trucking industry and provides its tank cleaning services under the QualaWash(Registered) service mark. In addition to cleaning the Company's trailers, $17.7 million and $9.6 million in revenues were generated in 1996 and the first six months of 1997, respectively, by providing tank cleaning services to third-party carriers. The Company operates 30 tank cleaning facilities strategically located throughout the country in areas of high chemical bulk transportation traffic, affording customers easy access to cleaning services. Owner-Operator Services The Company offers products and services to its owner-operators at favorable prices. By offering purchasing programs which take advantage of the Company's significant purchasing power for products and services such as tractors, fuel and tires as well as automobile, general liability and workers' compensation insurance, the Company believes it strengthens its relationships with its owner-operators and results in improved driver recruitment. Third-Party Logistics Chemical Leaman's experience and leadership position in the tank truck industry has led to its recent implementation of a third-party logistics and load brokerage business unit which complements the Company's core trucking activities. An increasing number of chemical producers are seeking to outsource their transportation logistics functions in order to focus on their core competencies. In order to capitalize on this trend, the Company has established third-party logistics capabilities. As a result of the Company's size and reputation in the industry, as well as a strategic focus on the provision of logistics services as a value added service, a number of opportunities have arisen allowing the Company the opportunity to provide a broader range of logistics management services to selected chemical producers. Among these services are mode and carrier selection for truck, rail, ocean and air transportation as well as rate negotiation, carrier performance evaluation, cost analysis and, in some cases, on site management of the shipper's captive transportation function. The Company has developed load brokerage capabilities in order to enhance its ability to handle its customers' trucking requirements. To the extent that the Company does not have the equipment necessary to service a particular shipment, the Company will broker the load to another carrier, thereby meeting the customer's shipping needs and generating additional revenues for the Company, in the 38 form of commissions, at attractive margins. Through its relationship with over sixty bulk carriers, the Company can assure timely response to customer needs. MARKETING AND SALES The Company conducts its marketing efforts at the national, regional and local level. In addition to its 10 national account salespeople and 10 regional salespeople, a large part of the Company's marketing is conducted locally by the Company's terminal managers. Customers with a national presence operate at numerous plant locations throughout the U.S. The national accounts salespeople are responsible for the development of existing customer relationships in an ongoing effort to increase business at customer locations at which the Company is not the primary provider of transportation services. In addition, the national accounts salespeople are responsible for developing new customer relationships with national chemical producers. Historically, the Company has had a very loyal customer base, which makes the national accounts development approach particularly successful. The regional sales force concentrates primarily on the development and maintenance of customers in geographic areas in which the Company already has established operations. The regional sales persons are further supported by the sales efforts of terminal managers who also have responsibility for business development in their respective markets. The Company markets its tank cleaning services through a sales organization comprised of three regional sales managers reporting to a Vice President of Sales and Marketing. The regional sales managers are responsible for increasing sales revenues within their respective territories. Territories are organized geographically with each encompassing two operating regions and between six and eleven cleaning facilities. The sales effort is enhanced by the active participation of seven regional general managers and 30 facility managers. The Company's third-party logistics marketing effort, which is conducted by four people, targets chemical producers and related companies that have significant transportation expenses. CUSTOMERS The Company's client base consists of many of the largest chemical producers in the U.S. The Company is a core carrier for Dow Chemical North America, E.I. DuPont de Nemours Co., Air Products and Chemicals, Inc., AlliedSignal, Inc. and Union Carbide Corporation. During 1996, the Company's top twenty-five customers accounted for approximately 55% of total revenues. Other than Dow Chemical North America which accounted for 13.7% of the Company's revenues in 1996, no other customer represented more than 5% of the Company's 1996 revenues. Most business is priced on a revenue per mile or per load basis and includes an adjustable fuel surcharge. The Company provides electronic data interchange capability for orders and billing and maintains a centralized customer satisfaction center which furnishes logistics services, rate quotes and research. The Company's customer service function is operated on a centralized basis in order to ensure that each customer's order or inquiry is handled on an expeditious and consistent basis. OWNER-OPERATORS The Company had a force of 1,905 drivers at June 29, 1997, of which 1,430 were owner-operators and 475 were Company employees. Owner-operators supply one or more tractors to the Company and are compensated on the basis of a fixed percentage of the revenue generated from the shipments they haul. In addition, owner-operators pay all expenses associated with their tractors, including wages, benefits, fuel, insurance, maintenance, highway use taxes and debt service. While under contract with the Company, owner-operators must drive exclusively for the Company. 39 The Company dedicates significant resources to recruiting and retaining owner-operators and employee drivers. The Company's 1996 driver turnover ratio of approximately 30% is considered low by industry standards. All drivers are subject to specified guidelines relating to driving experience, safety records and tank truck experience. In addition, all drivers must participate in the Company's driving school and must pass a physical examination in accordance with DOT guidelines. INFORMATION TECHNOLOGY The Company is currently investing approximately $10 million in a proprietary information technology system to support the Company's operations. The information technology project will: (i) centralize customer service order taking, load scheduling and provide a computerized load optimization model, which is designed to lower Company costs and improve driver and asset utilization, (ii) provide field operating personnel with customer account and profitability data on a real time basis, and (iii) improve the speed and accuracy of billing and customer load status reporting through utilization of satellite transmission of information to the Company's customer service center. The new system is expected to be fully implemented by the first quarter of 1998 and provide productivity and cost benefits to the Company. Most of the Company's tractor fleet, including both Company-owned and owner-operator tractors, are equipped with OmniTRACS(Registered) mobile satellite communications systems which provide continuous monitoring and two-way communications with tractors in transit. This information is used to track load status, optimize the use of drivers and equipment and respond to emergency situations. The Company's Internet Website enables customers to access the OmniTRACS(Registered) system to view the exact status of their loads in transit at their convenience. REVENUE EQUIPMENT The Company's equipment consists primarily of tractors and specialized trailers which can accommodate a broad range of specialty and commodity chemicals. At June 29, 1997, the Company's fleet was comprised of 1,813 tractors, of which 491 were owned by the Company and the remaining 1,322 were owned or leased by owner-operators. The Company owned 3,433 tank trailers at June 29, 1997 which have an average age of 14 years. Tractors and trailers are typically financed with either debt or capital lease financing. A significant portion of tractors are rebuilt after 500,000 miles of service which is a cost effective alternative to purchasing new tractors. Tank trailers have a useful life of more than 20 years. A typical tank trailer measures 42.5 feet in length, eight feet in width and 10.5 feet in height. The volume of the trailer ranges from 5,000 to 7,000 gallons with a payload capacity of up to 55,000 pounds. The cost of a new standard stainless steel tank trailer ranges from $47,000 to $85,000, depending on specifications. SUPPLIERS The number of vendors used by the Company has been reduced over the years in an effort to achieve operating efficiencies. There is no concentration of goods and services procured from any one supplier. Fuel, tires and hoses are sourced from a variety of vendors and there are no national contracts covering these purchases. Brenner Tank, Inc. is the supplier of choice for tank trailers, and Pentron, Inc. performs substantially all of the Company's tank repairs. Tractor rebuilding is handled by Lehigh Consolidated Industries. Communications equipment is purchased from a variety of sources. PATENTS AND TRADEMARKS The Company owns patents, trademarks, tradenames and service marks which assist in maintaining its competitive position. QualaWash(Registered), a service mark used in the Company's tank cleaning operations, is of primary importance to the Company. Other significant rights include the trademarks Chemshuttle(Registered) and Bulkmodal(Registered). The Company believes that other than QualaWash, no single patent, trademark or other individual right is of such importance, and, accordingly, the expiration or termination thereof would not materially affect its business. 40 TERMINALS AND FACILITIES The Company maintains a network of 105 terminals located throughout the U.S. and Canada, which are strategically located near customers' plants. Terminals are staffed with two to six people including a terminal manager, driver manager and administrative support personnel. Each terminal manager is responsible for profitability and asset utilization. Administrative personnel perform billing and payroll functions, process accounts payable and review driver logs. The Company conducts equipment maintenance services at 39 terminal locations. The Company also operates 30 tank cleaning facilities, of which 24 are co-located with Company trucking terminals. Set forth below are the locations of the Company's terminals and QualaWash facilities as of June 29, 1997:
NUMBER OF NUMBER OF NUMBER OF QUALAWASH NUMBER OF QUALAWASH LOCATION TERMINALS FACILITIES LOCATION TERMINALS FACILITIES -------- --------- ---------- -------- --------- ---------- Alabama....................... 2 -- Missouri...................... 1 -- California.................... 4 2 New Jersey.................... 8 3 Connecticut................... 3 1 New York...................... 6 2 Delaware...................... 1 -- North Carolina................ 4 2 Florida....................... 1 -- Ohio.......................... 3 1 Georgia....................... 7 3 Oregon........................ 1 -- Illinois...................... 6 1 Pennsylvania.................. 14 -- Kentucky...................... 4 1 South Carolina................ 4 3 Louisiana..................... 6 2 Tennessee..................... 5 2 Maine......................... 1 -- Texas......................... 9 3 Maryland...................... 2 -- Virginia...................... 1 -- Massachusetts................. 1 -- West Virginia................. 5 2 Michigan...................... 3 2 Canada........................ 3 --
QUALITY ASSURANCE EnviroPower, Inc., a subsidiary of the Company, provides an audit function for the Company's tank cleaning facilities which is intended to ensure disposition of tank cleaning waste materials in compliance in all material respects with applicable environmental laws and regulations. EnviroPower, Inc. also provides the same audit function for any tank cleaning facility which provides tank cleaning services to the Company. EMPLOYEES At June 29, 1997, the Company had 1,461 employees, including 475 drivers, 136 mechanics, 203 tank cleaning personnel and 647 support personnel including clerical, administrative, dispatch and executive personnel. In addition, at June 29, 1997 the Company's driver force included 1,430 owner-operators, who are independent contractors. As of June 29, 1997, employees covered under various collective bargaining agreements included 284 drivers, 75 mechanics and 122 tank cleaning personnel. All other personnel are non-union employees. Owner-operators operate under standardized lease agreements and are responsible for their own equipment and benefits. The Company believes that relations with its employees are satisfactory. 41 RISK MANAGEMENT AND INSURANCE; SAFETY The primary risks associated with the Company's business are bodily injury and property damage, workers' compensation claims and to a lesser extent cargo loss and damage. The Company maintains insurance against these risks and is subject to liability as a self insurer to the extent of deductible amounts under each policy. The Company currently maintains liability insurance for bodily injury and property damage in the amount of $100 million per incident, subject to a deductible per incident of $1 million (reduced from $2 million for occurrences after March 30, 1997) and an aggregate annual stop loss of $5.5 million (reduced from $9.0 million for occurrences after March 30, 1997). The Company's current deductible for workers' compensation is $500,000 per claim. As a result of the Company's favorable safety record, the Company recently reset its insurance programs and improved its liability coverages effective March 30, 1997 at an annual fixed cost reduction of $600,000. The Company's cost of risk was 1.7% of revenue for 1996, which the Company believes is low as compared to the industry average. This performance is the result of careful driver recruiting, extensive driver training and the emphasis on a safety conscious culture throughout the Company. In 1996, the Company had .65 reportable accidents per million miles, as compared to .80 for the tank truck industry as a whole. The Company has received national safety awards from the National Tank Truck Carriers Association in each of the past five years including first place as safest carrier in 1995 and 1996. The Company received the American Trucking Association's first place safety award in 1995 and for 20 years has received the U.S. Department of Transportation's highest safety rating. The Company employs a safety staff of 12 professionals who manage the Company's Safety and Emergency Response System that is deployed throughout the Company's terminals and other facilities nationwide. The Company also employs safety specialists to perform compliance checks and conduct safety tests throughout the Company's operations. Chemical Leaman's safety programs include training seminars, mandatory preemployment drug testing, random post employment drug testing, driver safety meetings, safety bulletins and participation in national safety associations. In addition, every new driver is required to attend a one week program at the Company's driver training school in Indianapolis, Indiana, which includes intensive safety instruction. FUEL AVAILABILITY AND COST The Company has fuel surcharge provisions in many of its customer contracts which limit the Company's risk with respect to changing fuel prices. In addition, the Company's owner-operators are responsible for supplying their own fuel. The Company has a fuel purchase program for owner-operators pursuant to which the Company negotiates fuel discounts which are passed along to owner- operators. However, any increase in fuel taxes or fuel prices that are not able to be passed along to the Company's customers, or any interruption in the supply of fuel, could have a material adverse impact on the Company's operating results. COMPETITION The tank truck industry is highly competitive and is fragmented. The Company competes primarily with other tank truck carriers which have intrastate and interstate operating authority and, to a lesser extent, with railroad and barge transportation companies. Intermodal transportation has increased in recent years as reductions in train crew size and the development of new rail technology have reduced costs of intermodal shipping. Competition from non-trucking modes of transportation and from intermodal transportation would likely increase if state or federal fuel taxes were to increase without a corresponding increase in taxes imposed upon other modes of transportation. Competition is based primarily on rates and service. The Company believes that it enjoys competitive advantages over other tank truck carriers due to its overall fleet size, its reputation in the industry for service, the wide range of equipment it offers, its offering of value-added services and its nationwide network of terminals and tank cleaning facilities. 42 The Company's largest competitors in the transportation of liquid chemicals are Trimac Transportation, Montgomery Tank Lines, Matlack Systems Inc., DSI Transports Inc., Superior Carriers and Central Transport. The Company competes in the dry bulk transportation segment primarily with Bulkmatic Transport Co. and A&R Transport Inc. The Company also competes with other motor carriers for the services of Company drivers and owner-operators. The Company's overall size and its reputation for good relations with owner-operators have enabled it to attract an adequate number of qualified professional drivers and owner-operators. See "Risk Factors - Availability of Drivers." Competition in the tank cleaning services industry comes from independently-owned and operated facilities and certain large bulk carriers that also conduct tank cleaning operations. The Company competes for tank cleaning business on a national scale primarily with Allwaste Tank Cleaning Inc. and Brite-Sol, a division of Matlack, Inc. The Company competes primarily based on its ability to provide high quality tank cleaning with quick turnaround time, utilizing environmentally sound procedures, at facilities located in close proximity to major interstate highways and central dispatching points for tank trailers. REGULATION Interstate and intrastate motor carriage has been substantially deregulated as a result of the enactment of the Motor Carrier Act of 1980, the Trucking Industry Regulatory Reform Act of 1994, the Federal Aviation Administration Authorization Act of 1994 and the ICC Termination Act of 1995. Carriers can now readily enter the trucking industry and rates and services are largely free of regulatory controls. However, interstate motor carriers do remain subject to certain regulatory controls imposed by agencies within the DOT, such as the Federal Highway Administration and the Surface Transportation Board. In addition, the Company's operations are subject to various environmental laws and regulations, including laws and regulations dealing with underground fuel storage tanks and ownership of property that may contain hazardous substances and laws and regulations governing air emissions. The trucking industry may in the future become subject to stricter air emission standards regulation, including requirements that manufacturers produce cleaner-running tractors and that fleet operators perform more rigorous inspection and maintenance procedures. There are additional regulations specifically relating to the tank truck industry including testing and specifications of equipment and product handling requirements. Interstate motor carriers are also subject to regulations relating to noise emissions standards. The Company may transport most types of freight to and from any point within the contiguous 48 states over any route selected by the Company. The trucking industry is subject to possible regulatory and legislative changes (such as increasingly stringent environmental regulations or limits on vehicle weight and size) that may affect the economics of the industry by requiring changes in operating practices or by changing the demand for common or contract carrier services or the cost of providing truckload services. In addition, the Company's tank wash facilities are subject to stringent local, state and federal environmental regulations. Interstate motor carrier operations are subject to safety requirements prescribed by the DOT. For example, the DOT has issued regulations governing the transportation of hazardous materials. Such matters as weight and dimension of equipment are also subject to federal and state regulations. Since 1989, DOT regulations have imposed mandatory drug testing of drivers. To date, the DOT's national commercial driver's license and drug testing requirement have not adversely affected the availability to the Company of qualified drivers. New alcohol testing rules adopted by the DOT in January 1994 became effective in January 1995. These rules require certain tests for alcohol levels in drivers and other safety personnel. The Company does not believe the rules will adversely affect the availability of qualified drivers. The Federal Aviation Administration Authorization Act of 1994, which became effective on January 1, 1995, essentially deregulated intrastate transportation by motor carriers. This Act preserves state authority to impose highway route controls or limitations based upon the size or weight of a motor vehicle or limitations based upon the hazardous nature of the cargo. More importantly, this Act 43 prohibits individual states from regulating pricing or service levels and strictly limits state regulation over entry or exit. The states retained the right to continue to require certification of carriers, but this certification is based only upon two primary fitness criteria: safety and insurance. Prior to January 1, 1995, the Company had intrastate authority in many of the contiguous 48 states. Since that date, the Company has either been "grandfathered in" or has obtained the necessary certification to continue to operate in the states in which the Company provides intrastate service. In states that the Company was not previously authorized to operate, it has obtained certificates (or permits) allowing it to operate or is in the process of obtaining such certificates. From time to time, various legislative proposals are introduced to increase federal, state, or local taxes, including taxes on motor fuels. The Company cannot predict whether, or in what form, any increase in such taxes applicable to the Company will be enacted. ENVIRONMENTAL MATTERS The Company's operations and properties are subject to a wide variety of increasingly complex and stringent federal, state, local and foreign laws and regulations, including those governing the use, storage, handling, transport, generation, treatment, release, discharge and disposal of certain hazardous materials, substances and wastes, and petroleum (collectively "Hazardous Materials"), the remediation of contaminated soil and groundwater, and the health and safety of employees (collectively, "Environmental Laws"). As such, the nature of the Company's operations exposes it to the risk of claims with respect to such matters and there can be no assurance that material costs or liabilities will not be incurred in connection with such claims. The Company believes that it is in compliance in all material respects with all applicable Environmental Laws. Changes in Environmental Laws have resulted in claims against the Company which arise from unintentional contamination as a consequence of past waste disposal and treatment practices. Company management has instituted policies and procedures intended to achieve compliance with all applicable Environmental Laws. Compliance with such Environmental Laws is one of the principal cornerstones of its business strategy due to its critical importance to both the customer and the Company's operations. Environmental issues confronting the Company may be separated into two separate and distinct categories. The first category is exposure to remedial and investigatory costs associated with the Company's historic operations. The second is exposure to costs associated with ongoing environmental compliance. The Company's wholly-owned subsidiary, EnviroPower, Inc., is staffed with environmental experts who manage the Company's environmental exposure relating to historical operations and develop policies and procedures, including periodic audits of the Company's terminals and tank cleaning facilities, in order to minimize the existence of circumstances that could lead to future environmental exposure. None of the current audits has identified any material potential liability under Environmental Laws at or involving existing Company facilities, except for the Bridgeport, New Jersey site and certain other sites discussed below. EnviroPower manages and oversees the Company's involvement in two sites located in Bridgeport, New Jersey and West Caln Township, Pennsylvania, which have been designated as Superfund Sites by the U.S. Environmental Protection Agency ("EPA"). EnviroPower is also the Company's principal interface with the EPA and various state environmental agencies. The Company is currently solely responsible for remediation of the following two sites: Bridgeport, New Jersey. During 1991, the Company entered into a Consent Decree with the EPA filed in the U.S. District Court for the District of New Jersey, U.S. v. Chemical Leaman Tank Lines, Inc., Civil Action No. 91-2637 (JFG) (D.N.J.), with respect to its site located in Bridgeport, New Jersey, requiring the Company to remediate groundwater contamination. The Consent Decree required the Company to undertake Remedial Design and Remedial Action ("RD/RA") related to the groundwater operable unit of the cleanup. Costs associated with performing the RD/RA were $1.2 million in 1996. No decision has been made as to the extent of soil remediation to be required, if any. In August 1994, the EPA issued a Record of Decision ("ROD") selecting a remedy for the wetlands operable unit at the Bridgeport site at a cost estimated by the EPA to be approximately 44 $7 million. The Company has submitted comments to the EPA that dispute the merits of the EPA's remedy. In the last quarter of 1996, the EPA issued demands to the Company for reimbursement of approximately $2.5 million in alleged EPA past response costs at the site for the groundwater and wetlands operable units, and the Company expects that additional demands may be issued in the future. The Company is involved in settlement negotiations related to the matter. The government has not made a claim against the Company for natural resource damages, if any. The Company is in litigation with its insurers to recover its costs in connection with the environmental cleanup at the Bridgeport site. Chemical Leaman Tank Lines, Inc. v. Aetna Casualty & Surety Co., et al., Civil Action No. 89-1543 (SSB) (D.N.J.). On April 7, 1993, the U.S. District Court for the District of New Jersey entered a judgment requiring the insurers to reimburse the Company for substantially all past and future environmental cleanup costs at the Bridgeport site. The insurers appealed the judgment to the U.S. Court of Appeals for the Third Circuit, but before the appeal was decided the Company and its primary insurer settled all of the Company's claims, including claims asserted or to be asserted at other sites, for $11.5 million. This insurer dismissed its appeal, but the excess carriers did not. On June 20, 1996, the U.S. Court of Appeals affirmed the judgment against the excess insurance carriers, except for the allocation of liability among applicable policies, and remanded the case for an allocation of damage liability among the insurers and applicable policies on a several basis. The allocation proceeding and the Company's petition for recovery of its legal costs are presently pending before the U.S. District Court. While the excess insurers are continuing to contest the extent of their coverage and the allocation methods proposed by the Company, the Company expects to receive insurance proceeds sufficient to recover substantially all of the costs of remediating the Bridgeport site, including attorney fees and expenses. West Caln Township, Pennsylvania. The EPA has alleged that the Company disposed of Hazardous Materials at the William Dick Lagoons Superfund Site located in West Caln Township, Pennsylvania. In 1991, the EPA issued ROD I, requiring the installation of a public water supply for some residents near the site. In November 1991, the EPA issued special notice letters to the Company and another potentially responsible party ("PRP") soliciting implementation of ROD I. In March 1992, the EPA issued a unilateral order to the Company and the other party directing them to implement ROD I. The Company declined to comply based on its belief that it had sufficient cause not to comply. In April 1993, the EPA issued ROD II, selecting a remedy for the soil remediation phase of this cleanup program. The EPA and the Company agreed that the Company would be afforded the opportunity to implement its preferred remedy for the soil remediation phase and to settle its differences with the EPA regarding the public water supply issue. Pursuant to a Consent Decree lodged with the U.S. District Court for the Eastern District of Pennsylvania on October 10, 1995, U.S. v. Chemical Leaman Tank Lines, Inc., Civil Action No. 95-CV-4264 (RJB) (E.D.P.A.), the Company paid the EPA $713,674 in June 1996, $713,674 in October 1996, and approximately $300,000 in November 1995, and established a $300,000 irrevocable standby letter of credit. These payments settled the EPA's claim relating to past response costs and failure to install a public water supply in accordance with ROD I. The Consent Decree requires the Company to make an additional payment to the EPA of $700,000 in October 1997, perform an interim groundwater remedy at the site, and finance the soil remedy. The Consent Decree does not cover the final groundwater remedy or other site remedies, or claims, if any, for natural resource damages. Other Environmental Matters. The Company has been named as a PRP under CERCLA and similar state laws at approximately 35 former waste treatment and/or disposal sites. In general, the Company is among several PRPs named at these sites. Based on the information known at this time, the Company's involvement at these sites generally arises from shipment of wastes by or for the Company in the ordinary course of business over many years to sites, now contaminated, that are owned and operated by third parties. Given the nature of the Company's involvement and the expected participation of a number of other PRPs at these sites, the Company does not believe its liability at these third party sites will be material. There can be no assurance, however, that costs associated with these sites, individually or in the aggregate, will not be material. The Company is also incurring expenses resulting from the remediation of certain Company-owned sites. In April 1997, the Company 45 received a request from the New York State Department of Environmental Conservation to perform a Remedial Investigation and Feasibility Study relating to certain former surface impoundments previously closed by the Company at its Tonawanda, New York Terminal. The Company has indicated its willingness to perform a mutually acceptable Remedial Investigation and Feasibility Study. In 1994, the Company entered into an Administrative Consent Order ("ACO") with the West Virginia Division of Environmental Protection ("DEP") to undertake the investigation and remediation of a former lagoon at its former facility in Putnam County, West Virginia. In accordance with the ACO, the Company has submitted a workplan to DEP to address potential sludge and soil contamination. The extent of groundwater remediation to be required, if any, has not been determined. The Company has also undertaken the removal of all underground storage tanks at its owned and operated facilities. This project is being managed by EnviroPower staff and will be completed by the end of 1998 at an estimated cost of $2 million, of which $1.5 million has been expended to date. Although the extent and timing of the litigation, settlement and possible cleanup costs at the foregoing sites, other than certain phases of the Bridgeport and West Caln Township sites, are not reasonably estimable at this time, it is anticipated that the Company will continue to incur costs with respect to such sites and there can be no assurance that such costs will not have a material adverse effect on the Company's financial condition or results of operations. The Company has recorded total charges to income of $2.3 million and $2.4 million in 1996 and 1995, respectively, with regard to the foregoing environmental matters and expects to continue to incur costs for environmental matters generally for the foreseeable future. LEGAL PROCEEDINGS The Company is a party to a lawsuit filed in 1987 against the Company and approximately 25 other defendants in the Superior Court of New Jersey, Passaic County (A.L.U. Textile Combining Corp. et al. v. Texaco Chemical Co., et al., No. L-23905-87). The approximately 175 plaintiffs seek damages claimed to exceed $100 million resulting from a fire set to a building by trespassing arsonists. The plaintiffs allege that the Company was negligent by delivering a shipment of naphthalene to an outdoor facility where it could be ignited by trespassers. The Company has denied any liability and has asserted cross-claims against the other defendants. Discovery in the lawsuit has not yet been concluded. The Company is currently in negotiations concerning a settlement of the claim. If a settlement cannot be successfully concluded, the Company intends to defend against the lawsuit and believes that it has meritorious defenses. There can be no assurance that any settlement will be successfully concluded or that the terms of any settlement or other resolution of the lawsuit would not have a material adverse effect on the Company's financial condition or results of operations. In connection with a dispute between the Company and a multiemployer pension plan covering certain of the Company's union employees, the plan's trustees have threatened to terminate the Company's participation in the pension plan with respect to some of its employees. If such termination were to occur, the plan's trustees have indicated that the Company would be required to pay a partial withdrawal liability in the amount of approximately $3.8 million over a period of two years commencing in 1999. The Company is currently negotiating with the trustees concerning a possible settlement of the dispute, which would permit all of the Company's covered operations to continue to participate in the pension plan in exchange for increased future contributions. There can be no assurance that any settlement agreement will be reached. The Company believes that the ultimate resolution of this matter will not have a material adverse effect on the Company's financial condition or results of operations. In addition to the matters described above and under "Environmental Matters," the Company is a party to routine litigation incidental to its business, primarily involving claims for personal injury or property damages incurred in the transportation of chemicals. Except as described above and under "Environmental Matters," the Company is not a party to any litigation, and is not aware of any threatened claims, that could materially adversely affect the Company's financial condition or results of operations. 46 MANAGEMENT EXECUTIVE OFFICERS, DIRECTORS AND KEY EMPLOYEES The executive officers and directors of the Company are as follows:
NAME AGE POSITION ---- --- -------- David R. Hamilton............................. 57 Chairman of the Board, Chief Executive Officer and President Philip J. Ringo............................... 55 President and Chief Executive Officer of CLTL; Director Eugene C. Parkerson........................... 53 Executive Vice President, Administration; President of PPI; Director David M. Boucher.............................. 48 Senior Vice President, Chief Financial Officer, Secretary; Director Reuben M. Rosenthal........................... 51 President of QSI and EnviroPower; Director Fernando C. Colon-Osorio...................... 48 Director G. Michael Cronk.............................. 53 Director Charles E. Fernald, Jr........................ 57 Director Samuel C. Hamilton, Jr........................ 66 Director John H. McFadden.............................. 50 Director George McFadden............................... 56 Director Samuel F. Niness, Jr.......................... 62 Director
David R. Hamilton is the Company's Chairman of the Board, President and Chief Executive Officer. He has been a director of the Company since 1978 and has been the Company's Chief Executive Officer since 1987. Mr. Hamilton was previously Chief Executive Officer of Szabo Food Services, Inc., Oak Brook, Illinois. He is a graduate of Rice University (AB) and the Harvard Business School (MBA). He is the brother of Samuel C. Hamilton, Jr., a director of the Company. Philip J. Ringo has served as the President and Chief Executive Officer of CLTL and a director of the Company since 1995. He joined the Company in 1995, having previously served as President of The Morgan Group, Inc. and Chief Executive Officer of Morgan Drive Away, Inc., Elkhart, Indiana from 1992 to 1995. Mr. Ringo is a graduate of Princeton University (BA) and the Harvard Business School (MBA). He has served as a director of Genesee and Wyoming Industries since 1978. Eugene C. Parkerson is Executive Vice President, Administration of the Company. He has served as a director of the Company since 1987 and as the President of PPI since 1990. Prior to joining the Company as Senior Vice President in 1987, Mr. Parkerson served as Executive Vice President of Szabo Food Services, Inc. He is a graduate of the University of Utah (BS) and the University of Kansas (MBA). David M. Boucher joined the Company in 1994 as Senior Vice President, Chief Financial Officer, Secretary and a director of the Company. Prior to that, he was the Chairman of the Board and Chief Executive Officer of IVT Group, Inc., a company engaged in title insurance underwriting, from 1989 to 1994 and Chairman of the Board and Chief Executive Officer of Fidelity Bond and Mortgage Company from 1987 to 1989. From 1974 to 1987, Mr. Boucher served in various capacities with Fidelity Bank, N.A., most recently as Senior Vice President and Head of Merchant Banking. He is a graduate of Susquehanna University (BS) and Drexel University (MBA). 47 Reuben M. Rosenthal has been the President of QSI since 1996 and the President of EnviroPower, Inc. since 1993, and he serves as a director of the Company. From 1989 to 1993, Mr. Rosenthal was the Company's Senior Vice President, Sales and Marketing. Prior to that, he was Senior Vice President at Emery Worldwide/Purolator Courier. Mr. Rosenthal is a graduate of the University of Maryland (BA). Fernando C. Colon-Osorio is a director of the Company. He has been the President and Chief Executive Officer of Acumen Consulting Group, Inc. since 1994. From 1993 to 1994, Mr. Colon-Osorio was President of Advanced Modular Solutions. From 1992 to 1993, he served as Executive Vice President of Kendall Square Research. Mr. Colon-Osorio is a graduate of the University of Puerto Rico (BS) and the University of Massachusetts (MS, PhD). G. Michael Cronk is a director of the Company. He is currently President of International, ARAMARK Global Food and Support Services. Mr. Cronk joined ARAMARK in 1980, where he has held a variety of management and executive positions. He is a graduate of St. Martin's College (BS) and attended the Advanced Management Program at the Harvard Business School. Charles E. Fernald, Jr. has served as a director of the Company since 1976. He is currently President of Transport Capital Advisors, a transportation consulting firm. Mr. Fernald served as Chief Financial Officer of the Company from 1974 until 1994. He is a graduate of the University of Notre Dame (BBA) and Drexel University (MBA). Samuel C. Hamilton, Jr. has been a director of the Company since 1991. He is a self-employed petroleum geologist and real estate investor. Mr. Hamilton is a graduate of the University of Texas (BA, BS, MA). He is the brother of David R. Hamilton, the Chairman of the Board, Chief Executive Officer and President of the Company. John H. McFadden has been a director of the Company since 1988. Since 1995, he has been a partner in the law firm of McFadden, Pilkington & Ward. From 1987 to 1995, he was a partner in the law firm of Pepper, Hamilton & Scheetz, LLP. He is a graduate of Harvard University (AB), Columbia University (MBA) and Fordham University (JD). Mr. McFadden is the brother of George McFadden, a director of the Company. George McFadden is a director of the Company. He has been a partner in the investment firm of McFadden Brothers since 1978. He is a graduate of Vanderbilt University (BA) and Columbia University (MBA). Mr. McFadden is also a director of Triangle Pharmaceuticals, Inc. and Ball Corporation. Mr. McFadden is the brother of John McFadden, a director of the Company. Samuel F. Niness, Jr. has been a director of the Company since 1971. Mr. Niness retired as Chairman of the Board and President of the Company in October of 1987. He is a graduate of Trinity College (BA). DIRECTOR COMPENSATION The Company pays cash compensation to outside board members who are not otherwise consultants to the Company. Each such board member is entitled to receive $4,000 for each meeting of the Board of Directors, or any committee thereof, attended by such board member in person or by telephone. 48 EXECUTIVE COMPENSATION The following table sets forth, for the fiscal year ended December 31, 1996, certain compensation information with respect to the Company's Chief Executive Officer and the four other executive officers whose total annual salary and bonus exceeded $100,000 during 1996 (the "named executive officers").
ANNUAL COMPENSATION ------------------------------- ALL OTHER NAME AND PRINCIPAL POSITION YEAR SALARY ($) BONUS ($) COMPENSATION ($) --------------------------- ---- ---------- --------- ---------------- David R. Hamilton............................................... 1996 $ 1,365,559 $ 375,000 $ 35,561(1) Chairman, Chief Executive Officer and President Eugene C. Parkerson............................................. 1996 272,058 0 188,922(2) Executive Vice President - Administration; and President of PPI David M. Boucher................................................ 1996 222,673 100,000 0 Senior Vice President, Chief Financial Officer and Secretary Philip J. Ringo................................................. 1996 324,035 96,278 0 President and Chief Executive Officer of CLTL Reuben M. Rosenthal............................................. 1996 230,769 110,000 144,470(3) President and Chief Executive Officer of QSI and EnviroPower
------------------ (1) Consists of $3,535 in split dollar life insurance premiums and $32,026 in death benefit only life insurance premiums. (2) Consists of $180,000 in additional compensation paid to Mr. Parkerson in connection with the Company's repurchase of stock options; $3,097 in split dollar life insurance premiums; and $5,825 in death benefit only life insurance premiums. (3) Consists of $135,000 in additional compensation paid to Mr. Rosenthal in connection with the Company's repurchase of stock options; $2,852 in split dollar life insurance premiums; and $6,618 in death benefit only life insurance premiums. EMPLOYMENT CONTRACT The Company has entered into an Employment Agreement (the "Agreement") with Mr. Ringo, the President of CLTL, effective July 14, 1995, which provides for a minimum annual base salary of $300,000, a bonus based on the attainment of certain operating goals, and certain fringe benefits. In the event Mr. Ringo's employment is terminated due to disability, Mr. Ringo will continue to receive his annual compensation until disability payments commence. In the event that Mr. Ringo's employment is terminated by the Company within the first three years for any reason other than just cause, the Agreement requires the Company to pay Mr. Ringo one year's base salary and to continue health insurance benefits for Mr. Ringo and his dependents for one year; provided, however, that if Mr. Ringo is reemployed within a one-year period after termination, these severance benefits will be reduced by the amount of compensation Mr. Ringo receives from such employment. If there is a change of control of the Company within five years from the date of the Agreement such that David Hamilton and George McFadden no longer control the Company, the Agreement allows Mr. Ringo to terminate his employment and receive two years' base salary, plus health benefits for up to two years. The Agreement also entitles Mr. Ringo to various rights with respect to his Company Common Stock, including registration rights, tag-along rights in the event David Hamilton and George McFadden elect to sell their shares in the Company to a third-party, and preemptive rights. In the event the Company elects to redeem certain outstanding shares of its capital stock, the Agreement gives Mr. Ringo the right to purchase additional shares of Common Stock to increase his equity ownership in the Company to 3% on a fully-diluted basis. In addition, the Agreement (i) requires the Company to buy back Mr. Ringo's shares upon termination of his employment due to his death or disability, and (ii) grants the Company the right to purchase any or all of Mr. Ringo's stock if his employment is terminated at any time for just cause. In addition, the Agreement provides that the Company will indemnify Mr. Ringo for reasonable attorneys' fees and litigation costs in the event his former employer commences a lawsuit based on alleged violations of the non-compete agreement entered into by Mr. Ringo and his former employer. 49 Under the provisions of separate stock purchase agreements between the Company and Messrs. Boucher, Parkerson and Rosenthal, pursuant to which they purchased certain shares of Common Stock of the Company (see "Certain Transactions" below), if during their term of employment with the Company, either David Hamilton ceases to serve as the Company's Chairman and Chief Executive Officer or David Hamilton and George McFadden cease to control the Company, each of Messrs. Boucher, Parkerson and Rosenthal will be entitled to terminate his employment with the Company and receive his base salary and benefits for twelve months after such termination. PENSION PLAN Substantially all salaried non-union employees of the Company, including the Company's executive officers, are eligible to participate in a Company pension plan. The plan is a qualified plan under the Internal Revenue Code and provides benefits funded by Company contributions. Contributions are paid to a Master Trustee for investment. Benefits are subject to maximum limitations under the Internal Revenue Code. Therefore, with regard to 1996, the maximum salary that can be recognized under the plan is $150,000 and the maximum benefit at age 65 is limited to $120,000. The following table is representative of the annual benefits payable under the Company's pension plan to an employee currently age 65, whose remuneration remained unchanged during the last five years of employment and whose benefits will be paid for the remainder of the employee's life. PENSION PLAN TABLE
YEARS OF SERVICE COVERED ------------------------------------------ REMUNERATION* 10 20 30 40 - ------------- --------- --------- --------- --------- $ 75,000........................................................ $ 9,375 $ 18,750 $ 28,125 $ 37,500 100,000........................................................ 12,500 25,000 37,500 50,000 125,000........................................................ 15,625 31,250 46,875 62,500 150,000........................................................ 18,750 37,500 56,250 75,000 175,000........................................................ 18,750 37,500 56,250 75,000 200,000........................................................ 18,750 37,500 56,250 75,000 300,000........................................................ 18,750 37,500 56,250 75,000 400,000........................................................ 18,750 37,500 56,250 75,000
- ------------------ * "Covered Remuneration" for the named executive officers means the amount shown in the salary column of the Summary Compensation Table. Credited full years of service for the named executive officers are as follows: Mr. Hamilton, 9 years; Mr. Parkerson, 9 years; Mr. Rosenthal, 6 years; Mr. Boucher, 2 years; and Mr. Ringo, 1 year. The amounts shown in the Pension Plan Table do not reflect any deduction for Social Security or other offset amounts. 50 CERTAIN TRANSACTIONS In 1995 and 1996, the Company sold shares of Common Stock to certain of its officers and directors. As consideration for these shares, certain executive officers and directors executed promissory notes in favor of the Company. In September 1996, Mr. Boucher purchased 8,750 shares for $262,500, payable under a promissory note bearing interest at an annual rate of 7.25% and maturing in September 2006. In September 1996, Mr. Parkerson purchased 11,650 shares for $349,500, of which $104,656 was paid in cash and $244,844 is payable under a promissory note bearing interest at an annual rate of 7.25% and maturing in September 2006. In August 1995 and September 1996, Mr. Ringo purchased a total of 17,450 shares for $523,500, payable under (i) a promissory note for $67,500, bearing interest at an annual rate of 7.25% and maturing in December 2005, and (ii) a promissory note for $456,000, bearing interest at an annual rate of 6.83% and maturing in December 2004. In September 1996, Mr. Rosenthal purchased 8,750 shares for $262,500, of which $74,412 was paid in cash and $188,088 is payable under a promissory note bearing interest at an annual rate of 7.25% and maturing in September 2006. In September 1996, Mr. Colon-Osorio purchased 6,975 shares for $209,250, payable under a promissory note bearing interest at an annual rate of 7.25% and maturing in September 2006. In September 1996, the Company paid $180,000 to Eugene Parkerson in consideration of the cancellation of an option for the purchase of 10,000 shares of the Company's Common Stock. Also, in September 1996, the Company paid $135,000 to Reuben Rosenthal in consideration of the cancellation of an option for the purchase of 7,500 shares of the Company's Common Stock. On January 25, 1995, the Company extended a loan to David Hamilton in the principal amount of $2,500,000 pursuant to a promissory note with a maturity date of December 31, 2004 and interest payable annually at the rate of 8.25%. On January 2, 1996, the Company extended a loan to Mr. Hamilton in the principal amount of $1,000,000 pursuant to a promissory note with a maturity date of December 31, 2004 and interest payable annually at the rate of 6.5%. Mr. Hamilton paid interest to the Company with respect to these loans in the amount of $91,605 in 1995 and $260,388 in 1996. In 1988, David Hamilton purchased Common Stock from the Company and paid for the stock by executing a $1,520,000 promissory note in favor of the Company. The promissory note matures in 1998 and bears interest at an annual rate of 9.39%. Mr. Hamilton made interest payments to the Company under the note in the amount of $142,728 in each of 1994, 1995 and 1996. As of June 29, 1997, the Company advanced $683,116 to David Hamilton, its Chairman, President and Chief Executive Officer. The non-interest bearing advance is repayable on demand. On January 1, 1995, the Company and George McFadden, a director of the Company, entered into a consulting agreement under which Mr. McFadden renders advice and assistance with respect to investment banking matters, general corporate finance matters and the management of the Company's pension plans. The agreement provides for Mr. McFadden to receive a monthly consulting fee of $60,000, plus additional amounts as determined from time to time by the Board of Directors of the Company. The agreement is terminable by either party upon 18 months prior written notice. Payments to Mr. McFadden for these services included $720,000 in 1994, $730,000 in 1995 and $1,251,000 in 1996. On December 11, 1995, Chemical Leaman and Acumen Consulting Group, Inc. ("Acumen") entered into a Service Agreement under which Acumen agreed to assist in the development and implementation of the Company's new information technology system on a fee for service basis. The president, controlling stockholder and a director of Acumen is Fernando Colon-Osorio, a director of the Company. In 1995 and 1996, Chemical Leaman paid $670,000 and $2,525,000, respectively, to Acumen for services rendered under the Service Agreement. In addition, on July 1, 1996, the Company and Mr. Colon-Osorio entered into a Consulting Agreement for Mr. Colon-Osorio to assist the Company with the management of its new information technology system. The Consulting Agreement provides for Mr. Colon-Osorio to receive a consulting fee of $20,834 per month and the potential to 51 receive a bonus of up to 100% of the base consulting fee, payable at the end of 1996 and 1997. The Consulting Agreement has a termination date of December 31, 1997. On June 10, 1994, in connection with the termination of his position as Chief Financial Officer of the Company, Charles Fernald, Jr., a director of the Company, entered into an agreement under which the Company agreed to pay Mr. Fernald $131,729 from June 18, 1994 until June 17, 1995, $100,000 per year from June 18, 1995 until June 17, 1998 and $10,000 per year from June 18, 1998 until December 31, 2004. Under the agreement, the Company also reimburses Mr. Fernald for payment of medical insurance premiums. On July 1, 1992, the Company and Samuel Niness, Jr., a director of the Company, entered into a consulting agreement under which Mr. Niness renders advice to the Company and agreed not to compete with the Company in exchange for a monthly fee of $4,500. The consulting agreement terminates on June 30, 1999. In 1994 and 1995, John McFadden, a director of the Company, was a partner of Pepper, Hamilton & Scheetz LLP, which renders legal services to the Company. 52 PRINCIPAL STOCKHOLDERS The following table sets forth the beneficial ownership of the Company's Common Stock as of June 29, 1997 with respect to each of the Company's directors, the named executive officers, all directors and executive officers as a group and each person who owns more than 5% of the Company's Common Stock.
NUMBER OF SHARES PERCENTAGE OF BENEFICIALLY OUTSTANDING SHARES NAME AND ADDRESS OF BENEFICIAL OWNER(1) OWNED OF COMMON STOCK - --------------------------------------- -------------- ------------------ David R. Hamilton.............................................. 216,600(2) 37.3% George McFadden................................................ 186,200(3) 32.0% John H. McFadden............................................... 43,400 7.5% G. Michael Cronk............................................... 13,600 2.3% Samuel F. Niness, Jr........................................... -- -- David M. Boucher............................................... 8,750 1.5% Philip J. Ringo................................................ 17,450 3.0% Eugene C. Parkerson............................................ 11,650 2.0% Samuel C. Hamilton, Jr......................................... 1,000 .2% Charles E. Fernald, Jr......................................... -- -- Reuben M. Rosenthal............................................ 8,750 1.5% Fernando C. Colon-Osorio....................................... 6,975 1.2% Karen Szabo Lloyd.............................................. 30,200(4) 5.2% Directors and executive officers as a group (12 persons)................................................. 518,445 89.2%
- ------------------ (1) Unless otherwise specified, the address of each listed beneficial owner is 102 Pickering Way, Exton, PA 19341. (2) Includes 61,200 shares held in trust for the benefit of Mr. Hamilton's children. (3) Includes 35,800 shares owned by other family members and 105,200 shares owned in trust for the benefit of Mr. McFadden and other family members. (4) Issuable upon conversion of preferred stock. 53 NEW REVOLVING CREDIT FACILITY In connection with the Offering of the Old Notes, Chemical Leaman Corporation entered into a revolving credit facility with CoreStates Bank, N.A. (the "New Revolving Credit Facility"). The New Revolving Credit Facility provides for up to $20 million of revolving loans and letters of credit. Borrowings under the New Revolving Credit Facility may be used for working capital and the purchase of revenue equipment. Amounts outstanding under the New Revolving Credit Facility will bear interest at a variable rate at the Company's election of (i) the Base Rate (as defined therein) plus 1/2% or (ii) LIBOR (as defined therein) plus 1.80%. The Company will be required to pay a letter of credit fee of 1.80% per annum of letters of credit outstanding and a commitment fee of 3/8% per annum of the unused portion of the facility. In addition, a $100,000 administrative fee was payable at the closing. The New Revolving Credit Facility will mature in June 2000, subject to a maximum of two annual extensions at the option of the Company upon the approval of CoreStates. The New Revolving Credit Facility was undrawn at the closing of the Offering, except for $3.9 million of stand-by letters of credit which were rolled over from an existing facility. The New Revolving Credit Facility will be secured by $25 million of revenue equipment held by Chemical Leaman Corporation and availability under the facility is limited to 80% of the value of such equipment. Borrowings under the New Revolving Credit Facility are subject to the further condition that a material adverse change has not occurred. The New Revolving Credit Facility contains financial covenants including a minimum net worth test and a minimum fixed charge coverage ratio. In addition, the New Revolving Credit Facility contains covenants that restrict certain mergers, acquisitions and sales of assets, the incurrence of indebtedness, the payment of dividends, the repurchase of stock, the making of loans to shareholders and the granting of liens. In addition, the New Revolving Credit Facility prohibits a redemption or repurchase of the New Notes while a default exists under the New Revolving Credit Facility, and requires a prepayment of the New Revolving Credit Facility in the event of a repurchase of the New Notes upon a Change of Control under the Indenture. See "Description of the Notes - Change of Control" and "- Certain Definitions." The New Revolving Credit Facility contains customary events of default, including failure to pay principal, interest or fees when due, non-compliance with covenants, a representation or warranty shall prove to be false in any material respect, the occurrence of certain bankruptcy events, cross-defaults to other indebtedness, the existence of certain unstayed and undischarged judgments, the occurrence of a change of control under the New Revolving Credit Facility and the occurrence of a material adverse change. A change of control would occur under the New Revolving Credit Facility if the beneficial ownership of the Company's common stock by David R. Hamilton, George McFadden and John H. McFadden were to fall below 30%. 54 DESCRIPTION OF THE NEW NOTES The New Notes will be issued under an Indenture dated as of June 16, 1997, (the "Indenture") among the Company and First Union National Bank, as trustee (the "Trustee"). For purposes of this section, references to the "Company" mean only Chemical Leaman Corporation and not any of its subsidiaries. References to the New Notes, Old Notes or Notes include the Exchange Notes unless the context otherwise requires. Upon the issuance of the Exchange Notes, if any, or the effectiveness of a Shelf Registration Statement, the Indenture will be subject to the Trust Indenture Act of 1939, as amended (the "Trust Indenture Act"). The following summary of the material provisions of the Indenture does not purport to be complete and is subject to, and qualified by, reference to the provisions of the Indenture, including the definitions of certain terms contained therein and those terms made part of the Indenture by reference to the Trust Indenture Act, as in effect on the date of the Indenture. The definition of certain terms used in the following summary are set forth below under "-Certain Definitions." GENERAL The New Notes will be general unsecured senior obligations of the Company limited to $100,000,000 aggregate principal amount. The New Notes will be issued only in fully registered form without coupons, in denominations of $1,000 and integral multiples thereof. Principal of, premium, if any, and interest on the New Notes are payable, and the New Notes are transferable, at the office or agency of the Company in The City of New York maintained for such purposes (which initially will be the corporate trust office of the Trustee); provided, however, that payment of interest may be made at the option of the Company by check mailed to the Person entitled thereto as shown on the security register. No service charge will be made for any registration of transfer, exchange or redemption of the Notes, except in certain circumstances for any tax or other governmental charge that may be imposed in connection therewith. MATURITY, INTEREST AND PRINCIPAL The New Notes will mature on June 15, 2005. Interest on the New Notes will accrue at the rate of 10 3/8% per annum and will be payable semi-annually on each June 15 and December 15, commencing December 15, 1997, to the holders of record of New Notes at the close of business on the June 1 and December 1, respectively, immediately preceding such interest payment date. Interest on the New Notes will accrue from the most recent date to which interest has been paid or, if no interest has been paid, from the Issue Date. Interest will be computed on the basis of a 360-day year of twelve 30-day months. The interest rate on the Notes is subject to increase under certain circumstances if the Company is not in compliance with its obligations under the Registration Rights Agreement. See "Exchange Offer." OPTIONAL REDEMPTION Optional Redemption. The New Notes will be redeemable at the option of the Company, in whole or in part, at any time on or after June 15, 2001, at the redemption prices (expressed as percentages of principal amount) set forth below, plus accrued and unpaid interest thereon, if any, to the date of redemption, if redeemed during the 12-month period beginning on June 15 of the years indicated below:
REDEMPTION YEAR PRICE - ---- ----------- 2001..................................................................... 105.188% 2002..................................................................... 103.458% 2003..................................................................... 101.729% 2004 and thereafter...................................................... 100.000%
55 Optional Redemption upon Public Equity Offering. On or prior to June 15, 2000, the Company may, at its option, use the net proceeds of a Public Equity Offering to redeem up to 25% of the originally issued aggregate principal amount of the New Notes, at a redemption price in cash equal to 110 3/8% of the principal amount thereof, plus accrued and unpaid interest thereon, if any, to the date of redemption; provided, however, that not less than $75 million in aggregate principal amount of Notes is outstanding following such redemption. Notice of any such redemption must be given not later than 60 days after the consummation of the Public Equity Offering. As used in the preceding paragraph, a "Public Equity Offering" means an underwritten public offering of Capital Stock (other than Redeemable Capital Stock) of the Company made on a primary basis by the Company pursuant to a registration statement filed with and declared effective by the Commission in accordance with the Securities Act resulting in net cash proceeds to the Company (after deducting any underwriting discounts and commissions) of at least $50 million. Selection and Notice. In the event that less than all of the New Notes are to be redeemed at any time, selection of New Notes for redemption shall be made by the Trustee in compliance with the requirements of the principal national securities exchange, if any, on which the New Notes are listed or, if the New Notes are not listed on a national securities exchange, on a pro rata basis, by lot or by such method as the Trustee will deem fair and appropriate; provided, however, that no New Notes of a principal amount of $1,000 or less shall be redeemed in part; provided, further, however, that any such redemption made with the net proceeds of a Public Equity Offering shall be made on a pro rata basis or on as nearly a pro rata basis as practicable (subject to the procedures of The Depository Trust Company or any other depositary). Notice of redemption will be mailed by first class mail at least 30 but not more than 60 days before the redemption date to each holder of New Notes to be redeemed at its registered address. If any New Note is to be redeemed in part only, the notice of redemption that relates to such New Note will state the portion of the principal amount thereof to be redeemed. A New Note in a principal amount equal to the unredeemed portion thereof will be issued in the name of the holder thereof upon cancellation of the Old Note. On and after the redemption date, interest will cease to accrue on Notes or portions thereof called for redemption so long as the Company has deposited with the paying agent for the New Notes funds in satisfaction of the applicable redemption price pursuant to the Indenture. CHANGE OF CONTROL The Indenture provides that, following the occurrence of a Change of Control (the date of such occurrence being the "Change of Control Date"), the Company will be obligated, within 20 days after the Change of Control Date, to make an offer to purchase (a "Change of Control Offer") all of the then outstanding New Notes at a purchase price (the "Change of Control Purchase Price") in cash equal to 101% of the principal amount thereof, plus accrued and unpaid interest thereon, if any, to the purchase date. The Company will be required to purchase all New Notes properly tendered into the Change of Control Offer and not withdrawn. In order to effect such Change of Control Offer, the Company will, not later than the 20th business day after the Change of Control Date, be obligated to mail to each holder of New Notes notice of the Change of Control Offer, which notice will govern the terms of the Change of Control Offer and will state, among other things, the procedures that holders must follow to accept the Change of Control Offer. The Change of Control Offer will be required to be kept open for a period of at least 20 business days. If a Change of Control Offer is made, there can be no assurance that the Company will have available funds sufficient to pay the purchase price for all of the New Notes that might be tendered by holders of New Notes seeking to accept the Change of Control Offer. If the Company fails to repurchase all of the New Notes tendered for purchase, such failure will constitute an Event of Default under the Indenture. See "- Events of Default" below. The Company shall comply, to the extent applicable, with the requirements of Section 14(e) of the Exchange Act, and any other applicable securities laws or regulations and any applicable requirements 56 of any securities exchange on which the Notes are listed, in connection with the repurchase of Notes pursuant to a Change of Control Offer, and any violation of the provisions of the Indenture relating to such Change of Control Offer occurring as a result of such compliance shall not be deemed a Default. CERTAIN COVENANTS The Indenture contains the following covenants, among others: Limitation on Indebtedness. The Company shall not, and shall not cause or permit any of the Restricted Subsidiaries to, directly or indirectly, create, incur, assume, issue, guarantee or in any manner become liable for or with respect to, contingently or otherwise (in each case, to "incur"), the payment of any Indebtedness (including any Acquired Indebtedness); provided, however, that (i) the Company may incur Indebtedness (including Acquired Indebtedness) and (ii) a Restricted Subsidiary may incur Acquired Indebtedness, if, in either case, immediately after giving pro forma effect thereto, the Consolidated Fixed Charge Coverage Ratio of the Company is at least equal to (i) if the date of such incurrence is on or prior to December 31, 2000, 2.00:1.0, and (ii) if the date of such incurrence is after December 31, 2000, 2.25:1.0. Notwithstanding the foregoing, the Company and, to the extent specifically set forth below, the Restricted Subsidiaries may incur each and all of the following (collectively, "Permitted Indebtedness"): (i) Indebtedness of the Company under the New Revolving Credit Facility in an aggregate principal amount at any time outstanding not to exceed $20.0 million (it being understood that additional Indebtedness may be incurred under the New Revolving Credit Facility pursuant to other provisions of this covenant); (ii) Indebtedness of the Company or any Guarantor under the Indenture and the Notes; (iii) Indebtedness of the Company or any Restricted Subsidiary not otherwise referred to in this paragraph that is outstanding on the issue date of the Old Notes ("Issue Date"), except Indebtedness to be repaid in connection with the issuance of the Old Notes; (iv) Indebtedness of the Company or any Restricted Subsidiary in respect of performance bonds, bankers' acceptances, letters of credit of the Company or any Restricted Subsidiary and surety bonds provided by the Company or any Restricted Subsidiary in the ordinary course of business, not to exceed $10.0 million in the aggregate at any time outstanding; (v) Indebtedness of any Restricted Subsidiary owed to and held by the Company or any Restricted Subsidiary, and Indebtedness of the Company owed to and held by any Restricted Subsidiary which is unsecured and subordinated in right of payment to the payment and performance of the Company's obligations under the Indenture and the New Notes; provided, however, that an incurrence of Indebtedness that is not permitted by this clause (v) shall be deemed to have occurred upon (a) any sale or other disposition of any Indebtedness of the Company or any Restricted Subsidiary referred to in this clause (v) to a Person (other than the Company or any Restricted Subsidiary), (b) any sale or other disposition of Capital Stock of any Restricted Subsidiary which holds Indebtedness of the Company or another Restricted Subsidiary such that such Restricted Subsidiary ceases to be a Restricted Subsidiary and (c) the designation of a Restricted Subsidiary which holds Indebtedness of the Company or any other Restricted Subsidiary as an Unrestricted Subsidiary; (vi) any guarantee of Indebtedness by a Restricted Subsidiary incurred in compliance with the covenant described under "- Limitations on Guarantees by Restricted Subsidiaries;" (vii) Interest Rate Protection Obligations of the Company or any Restricted Subsidiary covering Indebtedness of the Company or such Restricted Subsidiary (which Indebtedness (a) bears interest at fluctuating interest rates and (b) is otherwise permitted to be incurred under this covenant) to the extent the notional principal amount of such Interest Rate Protection 57 Obligations does not exceed the principal amount of the Indebtedness to which such Interest Rate Protection Obligations relate; (viii) Indebtedness of the Company or any Restricted Subsidiary under Currency Agreements relating to (a) Indebtedness of the Company or such Restricted Subsidiary and/or (b) obligations to purchase or sell assets or properties, in each case, incurred in the ordinary course of business of the Company; provided, however, that such Currency Agreements do not increase the Indebtedness or other obligations of the Company outstanding other than as a result of fluctuations in foreign currency exchange rates or by reason of fees, indemnities and compensation payable thereunder; (ix) Purchase Money Indebtedness and Capitalized Lease Obligations of the Company or any Restricted Subsidiary not to exceed $10.0 million in the aggregate outstanding at any time; (x) (a) Indebtedness of the Company or any Guarantor to the extent the proceeds thereof are used to Refinance Indebtedness of the Company or any Guarantor or any Restricted Subsidiary and (b) Indebtedness of any Restricted Subsidiary that is not a Guarantor to the extent the proceeds thereof are used to Refinance Indebtedness of any Restricted Subsidiary that is not a Guarantor, in each case incurred under the first paragraph of this covenant or Indebtedness referred to under clause (iii) (other than the Indebtedness to be repaid as described under "Use of Proceeds") of this paragraph; provided, however, that, in the case of either clause (a) or (b), (1) the principal amount of Indebtedness incurred pursuant to this clause (x) (or, if such Indebtedness provides for an amount less than the principal amount thereof to be due and payable upon a declaration of acceleration of the maturity thereof, the original issue price of such Indebtedness) shall not exceed the sum of the principal amount of Indebtedness so refinanced (or, if such Indebtedness provides for an amount less than the principal amount thereof to be due and payable upon a declaration of acceleration of the maturity thereof, the original issue price of such Indebtedness, plus any accreted value attributable thereto since the original issuance of such Indebtedness), plus the amount of any premium required to be paid in connection with such Refinancing pursuant to the terms of such Indebtedness or the amount of any premium reasonably determined by the Company or a Restricted Subsidiary, as applicable, as necessary to accomplish such Refinancing by means of a tender offer or privately negotiated purchase, plus the amount of expenses in connection therewith; and (2) Indebtedness incurred pursuant to this clause (x) shall not reduce the Average Life to Stated Maturity of the Indebtedness so refinanced; and (xi) in addition to the items referred to in clauses (i) through (x) above, additional Indebtedness of the Company or any Restricted Subsidiary not to exceed an aggregate principal amount at any time outstanding of $10.0 million. Limitation on Restricted Payments. The Company shall not, and shall not cause or permit any of the Restricted Subsidiaries to, directly or indirectly: (i) declare or pay any dividend or make any other distribution or payment on or in respect of Capital Stock of the Company or any Restricted Subsidiary or any payment made to the direct or indirect holders (in their capacities as such) of Capital Stock of the Company or any Restricted Subsidiary (other than dividends or distributions made to the Company or a Restricted Subsidiary and dividends and distributions payable solely in Capital Stock of the Company (other than Redeemable Capital Stock) or in rights to purchase Capital Stock of the Company (other than Redeemable Capital Stock)); or (ii) purchase, redeem, defease or otherwise acquire or retire for value any Capital Stock of the Company or any Restricted Subsidiary (other than any such Capital Stock owned by the Company or a Restricted Subsidiary); or (iii) make any principal payment on, or purchase, defease, repurchase, redeem or otherwise acquire or retire for value, prior to any scheduled maturity, scheduled repayment, scheduled sinking fund payment or other Stated Maturity, any Subordinated Indebtedness (other than any Subordinated Indebtedness owed to and held by the Company or a Restricted Subsidiary); or 58 (iv) make any Investment (other than a Permitted Investment) in any Person (other than in the Company, any Restricted Subsidiary or a Person that becomes a Restricted Subsidiary, or is merged with or into or consolidated with the Company or a Restricted Subsidiary (provided the Company or a Restricted Subsidiary is the survivor), as a result of or in connection with such Investment) (each such payment or Investment (other than an exception thereto) described in the preceding clauses (i), (ii), (iii) and (iv) is referred to as a "Restricted Payment"), unless, at the time of and after giving effect to the proposed Restricted Payment (the amount of any such Restricted Payment, if other than in cash, shall be the Fair Market Value of the asset(s) proposed to be transferred by the Company or such Restricted Subsidiary, as the case may be, pursuant to such Restricted Payment): (A) no Default shall have occurred and be continuing; (B) the Company could incur $1.00 of additional Indebtedness (other than Permitted Indebtedness) under the "Limitation on Indebtedness" covenant described above; and (C) the aggregate amount of all Restricted Payments declared or made from and after the Issue Date would not exceed the sum of (1) 50% of cumulative Consolidated Net Income of the Company during the period (treated as one accounting period) beginning on the Issue Date and ending on the last day of the fiscal quarter of the Company immediately preceding the date of such proposed Restricted Payment for which consolidated financial information of the Company is available (or, if such cumulative Consolidated Net Income of the Company for such period shall be a deficit, minus 100% of such deficit), plus (2) the aggregate net cash proceeds received by the Company either (x) as capital contributions in the form of common equity to the Company after the Issue Date or (y) from the issuance or sale of Capital Stock (excluding Redeemable Capital Stock but including Capital Stock issued upon the conversion of convertible Indebtedness, in exchange for outstanding Indebtedness or from the exercise of options, warrants or rights to purchase Capital Stock (other than Redeemable Capital Stock)) of the Company to any Person (other than to a Restricted Subsidiary of the Company) after the Issue Date (excluding the net cash proceeds from any issuance and sale of Capital Stock financed, directly or indirectly, using funds borrowed from the Company or any Restricted Subsidiary until and to the extent such borrowing is repaid), plus (3) in the case of the disposition or repayment of any Investment constituting a Restricted Payment made after the Issue Date, an amount (to the extent not included in Consolidated Net Income and to the extent such disposition or repayment does not reduce the amount of Investments outstanding under clause (viii) of the second succeeding paragraph hereunder) equal to the lesser of the return of capital with respect to such Investment and the initial amount of such Investment which was treated as a Restricted Payment, in either case, less the cost of the disposition of such Investment and net of taxes, plus (4) so long as the Designation thereof was treated as a Restricted Payment made after the Issue Date, with respect to any Unrestricted Subsidiary that has been redesignated as a Restricted Subsidiary after the Issue Date in accordance with "- Limitation on Designations of Unrestricted Subsidiaries" below, the Fair Market Value of the Company's interest in such Subsidiary calculated in accordance with GAAP, provided that such amount shall not in any case exceed the Designation Amount with respect to such Restricted Subsidiary upon its Designation, minus (5) the Designation Amount (measured as of the date of Designation) with respect to any Subsidiary of the Company which has been designated as an Unrestricted Subsidiary after the Issue Date in accordance with "- Limitation on Designations of Unrestricted Subsidiaries" below. For purposes of the preceding clause (C)(2), upon the issuance of Capital Stock either from the conversion of convertible Indebtedness or exchange for outstanding Indebtedness or upon the exercise of options, warrants or rights, the amount counted as net cash proceeds received will be the cash amount received by the Company at the original issuance of the Indebtedness that is so converted or exchanged or from the issuance of options, warrants or rights, as the case may be, plus the incremental amount of cash received by the Company, if any, upon the conversion, exchange or exercise thereof. 59 None of the foregoing provisions of this covenant will prohibit (i) the payment of any dividend within 60 days after the date of its declaration, if at the date of declaration such payment would be permitted by the provisions of the Indenture; (ii) so long as no Default shall have occurred and be continuing or would arise therefrom, the redemption, repurchase or other acquisition or retirement of any shares of any class of Capital Stock of the Company in exchange for, or out of the net cash proceeds of, a substantially concurrent issue and sale of other shares of Capital Stock (other than Redeemable Capital Stock) of the Company to any Person (other than to a Restricted Subsidiary); provided, however, that any such net proceeds and the value of any Capital Stock issued in exchange for such retired Capital Stock are excluded from clause (C)(2) of the second preceding paragraph; (iii) so long as no Default shall have occurred and be continuing or would arise therefrom, any redemption, repurchase or other acquisition or retirement of Subordinated Indebtedness made by exchange for, or out of the net cash proceeds of, a substantially concurrent issue and sale of (A) Capital Stock (other than Redeemable Capital Stock) of the Company to any Person (other than to a Restricted Subsidiary); provided, however, that any such net cash proceeds and the value of any Capital Stock issued in exchange for Subordinated Indebtedness are excluded from clause (C)(2) of the second preceding paragraph; or (B) Indebtedness of the Company or any Guarantor so long as such Indebtedness (1) is subordinated to the Notes and the Note Guarantees of such Guarantor, as the case may be, at least to the same extent as the Subordinated Indebtedness so purchased, exchanged, redeemed, repurchased, acquired or retired, (2) has no Stated Maturity earlier than the Stated Maturity for the final scheduled principal payment of the Notes and (3) shall not reduce the Average Life to Stated Maturity of the Subordinated Indebtedness so redeemed, repurchased, acquired or retired; (iv) Investments constituting Restricted Payments made as a result of the receipt of non-cash consideration from any Asset Sale made pursuant to and in compliance with the covenant "- Disposition of Proceeds of Asset Sales"; (v) the purchase, redemption or other acquisition, cancellation or retirement for value of Capital Stock, or options, warrants, equity appreciation rights or other rights to purchase or acquire Capital Stock, of the Company or any Restricted Subsidiary, or similar securities, held by officers or employees or former officers or employees of the Company or any Restricted Subsidiary (or their estates or beneficiaries under their estates), upon death, disability, retirement or termination of employment, not to exceed $1.0 million in any consecutive 12-month period; (vi) the payment of dividends on the Outstanding Preferred Stock as required pursuant to the terms of the Company's Articles of Incorporation as in effect on the Issue Date; (vii) the redemption of shares of the Company's Series A Preferred Stock, no par value per share, outstanding on the Issue Date required by the holder thereof after August 1, 2002 pursuant to the Company's Articles of Incorporation as in effect on the Issue Date; or (viii) Investments not to exceed $5.0 million in the aggregate outstanding at any time. In computing the amount of Restricted Payments previously made for purposes of clause (C) of the second preceding paragraph, Restricted Payments under the immediately preceding clauses (i), (iv), (v), (vi), (vii) and (viii) shall be included. Limitation on Transactions with Affiliates. The Company shall not, and shall not cause or permit any of the Restricted Subsidiaries to, directly or indirectly, conduct any business or enter into or suffer to exist any transaction or series of related transactions with, or for the benefit of, any of their respective Affiliates or any beneficial holder of 10% or more of any class of Capital Stock of the Company or any officer, director or employee of the Company or any Restricted Subsidiary (each, an "Affiliate Transaction"), unless (i) such Affiliate Transaction is on terms that are no less favorable to the Company or the Restricted Subsidiary, as the case may be, than those which could have been obtained in a comparable transaction at such time from Persons who do not have such a relationship, (ii) with respect to any Affiliate Transaction or series of Affiliate Transactions involving aggregate payments or value equal to or greater than $1.0 million, the Company shall have delivered an officers' certificate to the Trustee certifying that such Affiliate Transaction or series of Affiliate Transactions has been approved by a majority of the Board of Directors of the Company, including a majority of the disinterested directors of the Board of Directors of the Company, and (iii) with respect to any Affiliate Transaction or series of Affiliate Transactions involving aggregate payments or value equal to or greater than $5.0 million, the Company shall have obtained a written opinion from an Independent Financial Advisor stating that the terms of such Affiliate Transaction or series of Affiliate Transactions 60 are fair, from a financial point of view, to the Company or the Restricted Subsidiary involved, as the case may be. Notwithstanding the foregoing, the restrictions set forth in this covenant shall not apply to (i) transactions with or among the Company and the Restricted Subsidiaries; (ii) customary directors' fees, indemnification and similar arrangements, consulting fees, employee salaries, bonuses or employment agreements, compensation or employee benefit arrangements and incentive arrangements with any officer, director or employee of the Company or any Restricted Subsidiary entered into in the ordinary course of business (including customary benefits thereunder) and payments under any indemnification arrangements permitted by applicable law; (iii) the issue and sale by the Company to its stockholders of Capital Stock (other than Redeemable Capital Stock); (iv) any dividends made in compliance with "- Limitation on Restricted Payments" above; (v) loans and advances to officers, directors and employees of the Company or any Restricted Subsidiary for travel, entertainment, moving and other relocation expenses, in each case made in the ordinary course of business; (vi) the incurrence of intercompany Indebtedness permitted pursuant to clause (v) of the second paragraph of "- Limitation on Indebtedness" above; (vii) Affiliate Transactions consummated prior to the Issue Date and any renewal or replacement thereof on terms and conditions no less favorable in any respect than that existing on the Issue Date; (viii) payments to George McFadden pursuant to the Consulting Agreement (as in effect on the Issue Date) not to exceed $1.25 million in any fiscal year (exclusive of reimbursement of expenses) of; (ix) loans and advances to David R. Hamilton made after the Issue Date not to exceed $350,000 in the aggregate at any one time outstanding; and (x) payments to Acumen Consulting Group, Inc. as required by and pursuant to the terms of the Service Agreement (as in effect on the Issue Date). Disposition of Proceeds of Asset Sales. The Company shall not, and shall not cause or permit any Restricted Subsidiary to, directly or indirectly, make any Asset Sale, unless (i) the Company or such Restricted Subsidiary, as the case may be, receives consideration at the time of such Asset Sale at least equal to the Fair Market Value of the assets sold or otherwise disposed of and (ii) at least 85% of such consideration consists of (A) cash or Cash Equivalents, (B) properties and capital assets to be used in the same line of business being conducted by the Company or any Restricted Subsidiary on the Issue Date or (C) Capital Stock in any Person which thereby becomes a Restricted Subsidiary whose assets consist primarily of properties and capital assets used in the same line of business being conducted by the Company or any Restricted Subsidiary on the Issue Date. The amount of any (i) Indebtedness (other than any Subordinated Indebtedness) of the Company or any Restricted Subsidiary that is actually assumed by the transferee in such Asset Sale and from which the Company and the Restricted Subsidiaries are fully released shall be deemed to be cash for purposes of determining the percentage of cash consideration received by the Company or the Restricted Subsidiaries and (ii) notes or other similar obligations received by the Company or the Restricted Subsidiaries from such transferee that are converted, sold or exchanged within thirty days of the related Asset Sale by the Company or the Restricted Subsidiaries into cash shall be deemed to be cash, in an amount equal to the net cash proceeds realized upon such conversion, sale or exchange for purposes of determining the percentage of cash consideration received by the Company or the Restricted Subsidiaries. The Company or such Restricted Subsidiary, as the case may be, may (i) apply the Net Cash Proceeds of any Asset Sale within 365 days of receipt thereof to (x) repay Indebtedness of the Company or any Restricted Subsidiary which is secured by a Lien on the assets or property of the Company or a Restricted Subsidiary which was the subject of such Asset Sale and permanently reduce any related commitment or (y) repay any Indebtedness (other than Subordinated Indebtedness and other than any Indebtedness owed to the Company or any Restricted Subsidiary) of the Company or any Guarantor in an amount not to exceed the Other Senior Debt Pro Rata Share and permanently reduce any related commitment, or (ii) commit in writing to acquire, construct or improve properties and capital assets to be used in the same line of business as being conducted by the Company or any Restricted Subsidiary on the Issue Date and so apply such Net Cash Proceeds within 365 days after the receipt thereof. 61 To the extent all or part of the Net Cash Proceeds of any Asset Sale are not applied, or the Company determines not to so apply such Net Cash Proceeds, within 365 days of such Asset Sale as described in clause (i) or (ii) of the immediately preceding paragraph (such Net Cash Proceeds, the "Unutilized Net Cash Proceeds"), the Company shall, within 20 days after such 365th day or at any earlier time after such Asset Sale, make an offer to purchase (the "Asset Sale Offer") all outstanding Notes up to a maximum principal amount (expressed as a multiple of $1,000) of Notes equal to such Unutilized Net Cash Proceeds, at a purchase price in cash equal to 100% of the principal amount thereof, plus accrued and unpaid interest thereon, if any, to the Purchase Date; provided, however, that the Asset Sale Offer may be deferred until there are aggregate Unutilized Net Cash Proceeds equal to or in excess of $10.0 million, at which time the entire amount of such Unutilized Net Cash Proceeds, and not just the amount in excess of $10.0 million, shall be applied as required pursuant to this paragraph. An Asset Sale Offer will be required to be kept open for a period of at least 20 business days. With respect to any Asset Sale Offer effected pursuant to this covenant, among the Notes, to the extent the aggregate principal amount of Notes tendered pursuant to such Asset Sale Offer exceeds the Unutilized Net Cash Proceeds to be applied to the repurchase thereof, such Notes shall be purchased pro rata based on the aggregate principal amount of such Notes tendered by each Holder. To the extent the Unutilized Net Cash Proceeds exceed the aggregate amount of Notes tendered by the Holders of the Notes pursuant to such Asset Sale Offer, the Company may retain and utilize any portion of the Unutilized Net Cash Proceeds not applied to repurchase the Notes for any purpose consistent with the other terms of the Indenture. In the event that the Company makes an Asset Sale Offer, the Company shall comply, to the extent applicable, with the requirements of Section 14(e) of the Exchange Act, and any other applicable securities laws or regulations and any applicable requirements of any securities exchange on which the Notes are listed, and any violation of the provisions of the Indenture relating to such Asset Sale Offer occurring as a result of such compliance shall not be deemed a Default. Limitation on Liens. The Company shall not, and shall not cause or permit any Restricted Subsidiary to, create, incur, assume or suffer to exist any Lien (except Permitted Liens) of any kind, upon any of its property or assets, whether now owned or acquired after the Issue Date, or any proceeds therefrom, or assign or convey any right to receive income therefrom; provided, however, the Company or any Guarantor may secure either (i) Subordinated Indebtedness, if the Notes, in the case of the Company, and the Note Guarantee, in the case of a Restricted Subsidiary that is a Guarantor, are secured by a Lien on such property, assets or proceeds that is senior in priority to the Lien securing such Subordinated Indebtedness or (ii) any other Indebtedness, if the New Notes, in the case of the Company, and the Note Guarantee, in the case of a Restricted Subsidiary that is a Guarantor, are equally and ratably secured thereby. Limitation on Guarantees by Restricted Subsidiaries. The Company shall not cause or permit any of the Domestic Subsidiaries, directly or indirectly, to guarantee the payment of any Indebtedness of the Company ("Other Indebtedness") unless such Domestic Subsidiary (A) is a Guarantor or (B) simultaneously executes and delivers a supplemental indenture to the Indenture pursuant to which it will become a Guarantor under the Indenture; provided, however, that if such Other Indebtedness is (i) pari passu in right of payment with the New Notes, the Note Guarantee of such Domestic Subsidiary shall be pari passu in right of payment with the guarantee of the Other Indebtedness; or (ii) Subordinated Indebtedness, the Note Guarantee of such Domestic Subsidiary shall be senior in right of payment to the guarantee of the Other Indebtedness (which guarantee of such Subordinated Indebtedness shall provide that such guarantee is subordinated to the Note Guarantee of such Domestic Subsidiary to the same extent and in the same manner as the Other Indebtedness is subordinated to the Notes); provided, further, however, that each Domestic Subsidiary issuing a Note Guarantee will be automatically and unconditionally released and discharged from its obligations under such Note Guarantee upon the release or discharge of the guarantee of the Other Indebtedness that resulted in the creation of such Note Guarantee, except a discharge or release by, or as a result of, any payment under the guarantee of such Other Indebtedness by such Domestic Subsidiary. Notwithstanding the 62 foregoing, but subject to the requirements of "- Consolidation, Merger, Sale of Assets, Etc.," any Note Guarantee by a Domestic Subsidiary shall be automatically and unconditionally released and discharged upon any sale, exchange or transfer, to any Person not an Affiliate of the Company, of all of the Capital Stock of such Domestic Subsidiary, or all or substantially all the assets of such Restricted Subsidiary, pursuant to a transaction which is in compliance with the Indenture (including, but not limited to, the covenant described in "- Disposition of Proceeds of Asset Sales" above). The Company may, at any time, cause a Domestic Subsidiary to become a Guarantor by executing and delivering a supplemental indenture providing for the guarantee of payment of the New Notes by such Domestic Subsidiary on the basis provided in the Indenture. Restrictions on Preferred Stock of Restricted Subsidiaries. The Company shall not sell, and shall not cause or permit any of the Restricted Subsidiaries to issue, any Preferred Stock of any Restricted Subsidiary (other than to the Company or to a Wholly-Owned Restricted Subsidiary) or permit any Person (other than the Company or a Wholly-Owned Restricted Subsidiary) to own any Preferred Stock of any Restricted Subsidiary. Limitation on Dividends and Other Payment Restrictions Affecting Restricted Subsidiaries. The Company shall not, and shall not cause or permit any Restricted Subsidiary to, directly or indirectly, create or otherwise cause or suffer to exist, or enter into any agreement with any Person that would cause to become effective, any consensual encumbrance or restriction of any kind, on the ability of any Restricted Subsidiary to (a) pay dividends, in cash or otherwise, or make any other distribution on or in respect of its Capital Stock or any other interest or participation in, or measured by, its profits, to the Company or any other Restricted Subsidiary, (b) pay any Indebtedness owed to the Company or any other Restricted Subsidiary, (c) make loans or advances to, or guarantee any Indebtedness or other obligations of, the Company or any other Restricted Subsidiary or (d) transfer any of its property or assets to the Company or any other Restricted Subsidiary, except any encumbrance or restriction (i) existing under the New Revolving Credit Facility as in effect on the Issue Date relating to assets subject to a Lien created thereby; (ii) with respect to a Restricted Subsidiary that is not a Restricted Subsidiary on the Issue Date, in existence at the time such Person becomes a Restricted Subsidiary (but not created in contemplation thereof); provided, however, that such encumbrances and restrictions are not applicable to the Company or any other Restricted Subsidiary, or the properties or assets of the Company or any other Restricted Subsidiary; (iii) customary non-assignment provisions in leases entered into in the ordinary course of business and consistent with past practices; (iv) Purchase Money Indebtedness for property acquired in the ordinary course of business that only imposes encumbrances and restrictions on the property so acquired; (v) any agreement for the sale or disposition of the Capital Stock or assets of any Restricted Subsidiary; provided, however, that such encumbrances and restrictions described in this clause (v) are only applicable to such Restricted Subsidiary or assets, as applicable, and any such sale or disposition is made in compliance with "- Disposition of Proceeds of Asset Sales" above to the extent applicable thereto; and (vi) any encumbrance or restriction existing under any agreement that Refinances the agreements containing the encumbrance or restrictions in the foregoing clauses (i) and (ii); provided, however, that the terms and conditions of any such restrictions permitted under this clause (vi) are not materially less favorable to the holders of the New Notes than those under or pursuant to the agreement evidencing the Indebtedness Refinanced. Limitation on Designations of Unrestricted Subsidiaries. The Company may designate after the Issue Date any Subsidiary (other than a Guarantor) as an "Unrestricted Subsidiary" under the Indenture (a "Designation") only if: (i) no Default shall have occurred and be continuing at the time of or after giving effect to such Designation; (ii) the Company would be permitted to make an Investment (other than a Permitted Investment) at the time of Designation (assuming the effectiveness of such Designation) pursuant to the first paragraph of "- Limitation on Restricted Payments" above in an amount (the "Designation Amount") equal to the Fair Market Value of the Company's interest in such Subsidiary on such date calculated in accordance with GAAP; and 63 (iii) the Company would be permitted under the Indenture to incur $1.00 of additional Indebtedness (other than Permitted Indebtedness) pursuant to the covenant described under "-Limitation on Indebtedness" at the time of such Designation (assuming the effectiveness of such Designation). In the event of any such Designation, the Company shall be deemed to have made an Investment constituting a Restricted Payment pursuant to the covenant "- Limitation on Restricted Payments" for all purposes of the Indenture in the Designation Amount. The Company shall not, and shall not cause or permit any Restricted Subsidiary to, at any time (x) provide credit support for or subject any of its property or assets (other than the Capital Stock of any Unrestricted Subsidiary) to the satisfaction of, any Indebtedness of any Unrestricted Subsidiary (including any undertaking, agreement or instrument evidencing such Indebtedness), (y) be directly or indirectly liable for any Indebtedness of any Unrestricted Subsidiary or (z) be directly or indirectly liable for any Indebtedness which provides that the holder thereof may (upon notice, lapse of time or both) declare a default thereon or cause the payment thereof to be accelerated or payable prior to its final scheduled maturity upon the occurrence of a default with respect to any Indebtedness of any Unrestricted Subsidiary (including any right to take enforcement action against such Unrestricted Subsidiary), except any non-recourse guarantee given solely to support the pledge by the Company or any Restricted Subsidiary of the Capital Stock of an Unrestricted Subsidiary. No Unrestricted Subsidiary shall at any time guarantee or otherwise provide credit support for any obligation of the Company or any Restricted Subsidiary. All Subsidiaries of Unrestricted Subsidiaries shall automatically be deemed to be Unrestricted Subsidiaries. The Company may revoke any Designation of a Subsidiary as an Unrestricted Subsidiary (a "Revocation") if: (i) no Default shall have occurred and be continuing at the time of and after giving effect to such Revocation; (ii) all Liens and Indebtedness of such Unrestricted Subsidiary outstanding immediately following such Revocation would, if incurred at such time, have been permitted to be incurred for all purposes of the Indenture; and (iii) any transaction (or series of related transactions) between such Subsidiary and any of its Affiliates that occurred while such Subsidiary was an Unrestricted Subsidiary would be permitted by "- Limitation on Transactions with Affiliates" above as if such transaction (or series of related transactions) had occurred at the time of such Revocation. All Designations and Revocations must be evidenced by Board Resolutions of the Company delivered to the Trustee certifying compliance with the foregoing provisions. Reporting Requirements. For so long as the New Notes are outstanding, whether or not the Company is subject to Section 13(a) or 15(d) of the Exchange Act, or any successor provision thereto, the Company shall file with the Commission (if permitted by Commission practice and applicable law and regulations) the annual reports, quarterly reports and other documents which the Company would have been required to file with the Commission pursuant to such Section 13(a) or 15(d) or any successor provision thereto if the Company were so subject, such documents to be filed with the Commission on or prior to the respective dates (the "Required Filing Dates") by which the Company would have been required so to file such documents if the Company were so subject. The Company shall also in any event (a) within 15 days after each Required Filing Date (whether or not permitted or required to be filed with the Commission) (i) transmit (or cause to be transmitted) by mail to all holders of Notes, as their names and addresses appear in the Note register, without cost to such Holders, and (ii) file with the Trustee, copies of the annual reports, quarterly reports and other documents which the Company is required to file with the Commission pursuant to the preceding sentence, or, if such filing is not so permitted, information and data of a similar nature, and (b) if, notwithstanding the preceding sentence, filing such documents by the Company with the Commission is not permitted by Commission practice or applicable law or regulations, promptly upon written request supply copies of 64 such documents to any holder of New Notes. In addition, for so long as any New Notes remain outstanding, the Company will furnish to the holders of New Notes and to securities analysts and prospective investors, upon their request, the information required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act, and, to any beneficial holder of New Notes, if not obtainable from the Commission, information of the type that would be filed with the Commission pursuant to the foregoing provisions, upon the request of any such holder. CONSOLIDATION, MERGER, SALE OF ASSETS, ETC. The Indenture provides that the Company shall not, in any transaction or series of related transactions, merge or consolidate with or into, or sell, assign, convey, transfer, lease or otherwise dispose of all or substantially all of its properties and assets as an entirety to, any Person or Persons, and the Company shall not permit any of the Restricted Subsidiaries to enter into any such transaction or series of related transactions if such transaction or series of related transactions, in the aggregate, would result in a sale, assignment, conveyance, transfer, lease or other disposition of all or substantially all of the properties and assets of the Company and the Restricted Subsidiaries (determined on a consolidated basis for the Company and the Restricted Subsidiary), to any Person or Persons, unless at the time and after giving effect thereto (i) either (A)(1) if the transaction or transactions is a merger or consolidation involving the Company, the Company shall be the Surviving Person of such merger or consolidation or (2) if the transaction or transactions is a merger or consolidation involving a Restricted Subsidiary, such Restricted Subsidiary shall be the Surviving Person of such merger or consolidation, or (B)(1) the Surviving Person shall be a corporation organized and existing under the laws of the United States of America, any State thereof or the District of Columbia and (2)(x) in the case of a transaction involving the Company, the Surviving Person shall expressly assume by a supplemental indenture executed and delivered to the Trustee, in form satisfactory to the Trustee, all the obligations of the Company under the Notes and the Indenture and the Registration Rights Agreement, and in each case, the Indenture and the Registration Rights Agreement shall remain in full force and effect, or (y) in the case of a transaction involving a Restricted Subsidiary that is a Guarantor, the Surviving Person shall expressly assume by a supplemental indenture executed and delivered to the Trustee, in form satisfactory to the Trustee, all the obligations of such Restricted Subsidiary under its Note Guarantee and the Indenture and the Registration Rights Agreement, and in each case, such Indenture and the Registration Rights Agreement shall remain in full force and effect; (ii) immediately after giving effect to such transaction or series of related transactions on a pro forma basis, no Default shall have occurred and be continuing; (iii) the Company, or the Surviving Person, as the case may be, immediately after giving effect to such transaction or series of related transactions on a pro forma basis (including, without limitation, any Indebtedness incurred or anticipated to be incurred in connection with or in respect of such transaction or series of transactions), could incur $1.00 of additional Indebtedness (other than Permitted Indebtedness) under the "- Limitation on Indebtedness" covenant described above; and (iv) immediately after giving effect to such transaction or series of related transactions on a pro forma basis, the Company, or the Surviving Person, as the case may be, shall have a Consolidated Net Worth not less than the Consolidated Net Worth of the Company immediately prior to such transaction or series of related transactions. No Guarantor (other than a Guarantor whose Note Guarantee is to be released in accordance with the terms of its Note Guarantee and the Indenture as provided in the second sentence under "- Certain Covenants - Limitation on Guarantees by Restricted Subsidiaries" above) shall, in any transaction or series of related transactions, consolidate with or merge with or into another Person, whether or not such Person is affiliated with such Guarantor and whether or not such Guarantor is the Surviving Person, unless (i) the Surviving Person (if other than such Guarantor) is a corporation organized and validly existing under the laws of the United States, any State thereof or the District of Columbia; (ii) the Surviving Person (if other than such Guarantor) expressly assumes by a supplemental indenture all the obligations of such Guarantor under its Note Guarantee and the performance and observance of every covenant of the Indenture and the Registration Rights Agreement to be performed or observed by such Guarantor; (iii) immediately after giving effect to such transaction or series of related transactions 65 on a pro forma basis, no Default shall have occurred and be continuing; and (iv) immediately after giving effect to such transaction or series of related transactions on a pro forma basis, such Guarantor, or the Surviving Person, as the case may be, shall have a Consolidated Net Worth not less than the Consolidated Net Worth of such Guarantor immediately prior to such transaction or series of related transactions. In connection with any consolidation, merger, transfer, lease or other disposition contemplated hereby, the Company shall deliver, or cause to be delivered, to the Trustee, in form and substance reasonably satisfactory to the Trustee, an officers' certificate and an opinion of counsel, each stating that such consolidation, merger, transfer, lease or other disposition and the supplemental indenture in respect thereof comply with the requirements under the Indenture. In addition, each Guarantor, in the case of a transaction described in the first paragraph hereunder, unless it is the other party to the transaction or unless its Note Guarantee will be released and discharged in accordance with its terms as a result of the transaction, will be required to confirm, by supplemental indenture, that its Note Guarantee will continue to apply to the obligations of the Company or the Surviving Person under the Indenture. Upon any consolidation or merger of the Company or any Guarantor or any transfer of all or substantially all of the assets of the Company in accordance with the foregoing, in which the Company or a Guarantor is not the Surviving Person, the Surviving Person shall succeed to, and be substituted for, and may exercise every right and power of, the Company under the Indenture and the Notes and the Registration Rights Agreement or such Guarantor under the Indenture, the Note Guarantee of such Guarantor and the Registration Rights Agreement, as the case may be, with the same effect as if such successor corporation had been named as the Company or Guarantor, as the case may be, therein; and thereafter, except in the case of (a) a lease or (b) any sale, assignment, conveyance, transfer, lease or other disposition to a Restricted Subsidiary of the Company or such Guarantor, the Company shall be discharged from all obligations and covenants under the Indenture and the New Notes and such Guarantor shall be discharged from all obligations and covenants under the Indenture and the Note Guarantee of such Guarantor, as the case may be. The Indenture will provide that for all purposes of the Indenture and the New Notes (including the provision of this covenant and the covenants described in "- Limitation on Indebtedness", "- Limitation on Restricted Payments" and "- Limitation on Liens"), Subsidiaries of any Surviving Person shall, upon such transaction or series of related transactions, become Restricted Subsidiaries unless and until designated as Unrestricted Subsidiaries pursuant to and in accordance with "- Limitation on Designations of Unrestricted Subsidiaries" and all Indebtedness, and all Liens on property or assets, of the Company and the Restricted Subsidiaries in existence immediately prior to such transaction or series of related transactions will be deemed to have been incurred upon such transaction or series of related transactions. EVENTS OF DEFAULT The following are "Events of Default" under the Indenture: (i) default in the payment of the principal of or premium, if any, when due and payable, on any of the New Notes (at its Stated Maturity, upon optional redemption, required purchase, sinking fund, scheduled principal payment or otherwise); or (ii) default in the payment of an installment of interest on any of the New Notes, when due and payable, continued for 30 days or more; or (iii) the Company or any Guarantor fails to comply with any of its obligations described under "- Consolidation, Merger, Sale of Assets, Etc.," "- Certain Covenants - Change of Control" or "- Certain Covenants - Disposition of Proceeds of Asset Sales"; or (iv) the Company or any Guarantor fails to perform or observe any other term, covenant or agreement contained in the New Notes, the Note Guarantees or the Indenture (other than a default specified in (i), (ii) or (iii) above) for a period of 30 days after written notice of such failure 66 requiring the Company to remedy the same shall have been given (x) to the Company by the Trustee or (y) to the Company and the Trustee by the holders of 25% in aggregate principal amount of the New Notes then outstanding; or (v) default or defaults under one or more agreements, indentures or instruments under which the Company or any Restricted Subsidiary then has outstanding Indebtedness in excess of $5.0 million individually or in the aggregate and either (a) such Indebtedness is already due and payable in full or (b) such default or defaults results in the acceleration of the maturity of such Indebtedness; or (vi) any Note Guarantee ceases to be in full force and effect or is declared null and void or any Guarantor denies that it has any further liability under any Note Guarantee, or gives notice to such effect (other than by reason of the termination of the Indenture or the release of any such Note Guarantee in accordance with "- Certain Covenants - Limitation on Guarantees by Restricted Subsidiaries"); or (vii) one or more judgments, orders or decrees of any court or regulatory or administrative agency for the payment of money in excess of $5.0 million either individually or in the aggregate shall have been rendered against the Company or any Restricted Subsidiary or any of their respective properties and shall not have been discharged and either (a) any creditor shall have commenced an enforcement proceeding upon such judgment, order or decree or (b) there shall have been a period of 60 consecutive days during which a stay of enforcement of such judgment, order or decree, by reason of a pending appeal or otherwise, shall not be in effect; or (viii) certain events of bankruptcy, insolvency or reorganization with respect to the Company or any Material Subsidiary of the Company shall have occurred; or (ix) any holder of at least $10.0 million in aggregate principal amount of Indebtedness of the Company or any Restricted Subsidiary shall commence judicial proceedings to foreclose upon assets of the Company or any of its Restricted Subsidiaries having an aggregate Fair Market Value, individually or in the aggregate, in excess of $10.0 million or shall have exercised any right under applicable law or applicable security documents to take ownership of any such assets in lieu of foreclosure. If an Event of Default (other than as specified in clause (viii) with respect to the Company), shall occur and be continuing, the Trustee, by notice to the Company, or the holders of at least 25% in aggregate principal amount of the Notes then outstanding, by notice to the Trustee and the Company, may declare the principal of, premium, if any, and accrued interest on all of the outstanding New Notes due and payable immediately, upon which declaration, all such amounts payable in respect of the New Notes will become and be immediately due and payable. If an Event of Default specified in clause (viii) above with respect to the Company occurs and is continuing, then the principal of, premium, if any, and accrued interest on all of the outstanding Notes will ipso facto become and be immediately due and payable without any declaration or other act on the part of the Trustee or any holder of New Notes. After a declaration of acceleration, but before a judgment or decree for payment of the money due has been obtained by the Trustee, the holders of a majority in aggregate principal amount of the outstanding New Notes, by written notice to the Company and the Trustee, may rescind such declaration if (a) the Company has paid or deposited with the Trustee a sum sufficient to pay (i) all sums paid or advanced by the Trustee under the Indenture and the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and counsel, (ii) all overdue interest on all New Notes, (iii) the principal of and premium, if any, on any New Notes which have become due otherwise than by such declaration of acceleration and interest thereon at the rate borne by the New Notes, and (iv) to the extent that payment of such interest is lawful, interest upon overdue interest at the rate borne by the New Notes; and (b) all Events of Default, other than the non-payment of principal of, premium, if any, and interest on the New Notes that has become due solely by such declaration of acceleration, have been cured or waived. 67 No holder of any of the New Notes has any right to institute any proceeding with respect to the Indenture or any remedy thereunder, unless the holders of at least 25% in aggregate principal amount of the outstanding New Notes have made written request, and offered reasonable indemnity, to the Trustee to institute such proceeding as Trustee under the New Notes and the Indenture, the Trustee has failed to institute such proceeding within 15 days after receipt of such notice and the Trustee, within such 15-day period, has not received directions inconsistent with such written request by holders of a majority in aggregate principal amount of the outstanding New Notes. Such limitations do not apply, however, to a suit instituted by a holder of a New Note for the enforcement of the payment of the principal of, premium, if any, or interest on such New Note on or after the respective due dates expressed in such New Note. During the existence of an Event of Default, the Trustee is required to exercise such rights and powers vested in it under the Indenture and use the same degree of care and skill in its exercise thereof as a prudent Person would exercise under the circumstances in the conduct of such Person's own affairs. Subject to the provisions of the Indenture relating to the duties of the Trustee, in case an Event of Default shall occur and be continuing, the Trustee under the Indenture is not under any obligation to exercise any of its rights or powers under the Indenture at the request or direction of any of the holders unless such holders shall have offered to the Trustee reasonable security or indemnity. Subject to certain provisions concerning the rights of the Trustee, the holders of a majority in aggregate principal amount of the outstanding New Notes have the right to direct the time, method and place of conducting any proceeding for any remedy available to the Trustee, or exercising any trust or power conferred on the Trustee under the Indenture. The Company is required to furnish to the Trustee annual and quarterly statements as to the performance by the Company and the Guarantors of their respective obligations under the Indenture and as to any default in such performance. The Company is also required to notify the Trustee within five business days of any event which is, or after notice or lapse of time or both would become, an Event of Default. DEFEASANCE OR COVENANT DEFEASANCE OF INDENTURE The Company may, at its option and at any time, terminate the obligations of the Company and the Guarantors with respect to the outstanding Notes ("defeasance"). Such defeasance means that the Company will be deemed to have paid and discharged the entire Indebtedness represented by the outstanding New Notes, except for (i) the rights of holders of outstanding New Notes to receive payment in respect of the principal of, premium, if any, and interest on such New Notes when such payments are due, (ii) the Company's obligations to issue temporary New Notes, register the transfer or exchange of any New Notes, replace mutilated, destroyed, lost or stolen New Notes and maintain an office or agency for payments in respect of the New Notes, (iii) the rights, powers, trusts, duties and immunities of the Trustee, and (iv) the defeasance provisions of the Indenture. In addition, the Company may, at its option and at any time, elect to terminate the obligations of the Company and any Guarantor with respect to certain covenants that are set forth in the Indenture, some of which are described under "- Certain Covenants" above, and any omission to comply with such obligations will not constitute a Default or an Event of Default with respect to the New Notes ("covenant defeasance"). In order to exercise either defeasance or covenant defeasance, (i) the Company must irrevocably deposit with the Trustee, in trust, for the benefit of the holders of the New Notes, cash in United States dollars, U.S. Government Obligations (as defined in the Indenture), or a combination thereof, in such amounts as will be sufficient, in the opinion of a nationally recognized firm of independent public accountants, to pay the principal of, premium, if any, and interest on the outstanding New Notes at maturity; (ii) the Company shall have delivered to the Trustee an opinion of counsel to the effect that the holders of the outstanding New Notes will not recognize income, gain or loss for federal income tax purposes as a result of such defeasance or covenant defeasance and will be subject to federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such defeasance or covenant defeasance had not occurred (in the case of defeasance, such 68 opinion must refer to and be based upon a ruling of the Internal Revenue Service or a change in applicable federal income tax laws); (iii) no Default shall have occurred and be continuing on the date of such deposit or insofar as clause (viii) under the first paragraph under "- Events of Default" is concerned, at any time during the period ending on the 91st day after the date of deposit; (iv) such defeasance or covenant defeasance shall not cause the Trustee to have a conflicting interest with respect to any securities of the Company or any Guarantor; (v) such defeasance or covenant defeasance shall not result in a breach or violation of, or constitute a default under, any material agreement or instrument to which the Company or any Guarantor is a party or by which it is bound; (vi) the Company shall have delivered to the Trustee an opinion of counsel to the effect that after the 91st day following the deposit, the trust funds will not be subject to the effect of any applicable bankruptcy, insolvency, reorganization or similar laws affecting creditors' rights generally; and (vii) the Company shall have delivered to the Trustee an officers' certificate and an opinion of counsel, each stating that all conditions precedent under the Indenture to either defeasance or covenant defeasance, as the case may be, have been complied with. SATISFACTION AND DISCHARGE The Indenture will be discharged and will cease to be of further effect (except as to surviving rights or registration of transfer of the New Notes, as expressly provided for in the Indenture) as to all outstanding New Notes when (i) either (a) all the New Notes theretofore authenticated and delivered (except lost, stolen or destroyed New Notes which have been replaced or paid and New Notes for whose payment money has theretofore been deposited in trust or segregated and held in trust by the Company and thereafter repaid to the Company or discharged from such trust) have been delivered to the Trustee for cancellation or (b) all New Notes not theretofore delivered to the Trustee for cancellation have become due and payable and the Company or any Guarantor has irrevocably deposited or caused to be deposited with the Trustee funds in an amount sufficient to pay and discharge the entire Indebtedness on the New Notes not theretofore delivered to the Trustee for cancellation, for principal of, premium, if any, and interest on the New Notes to the date of deposit together with irrevocable instructions from the Company directing the Trustee to apply such funds to the payment thereof at maturity or redemption, as the case may be; (ii) the Company or any Guarantor has paid all other sums payable under the Indenture by the Company and the Guarantors; and (iii) the Company and each of the Guarantors have delivered to the Trustee an officers' certificate and an opinion of counsel each stating that all conditions precedent under the Indenture relating to the satisfaction and discharge of the Indenture have been complied with. AMENDMENTS AND WAIVERS From time to time, the Company and the Guarantors, when authorized by resolutions of their boards of directors, and the Trustee may, without the consent of the holders of any outstanding Notes, amend, waive or supplement the Indenture or the New Notes for certain specified purposes, including, among other things, curing ambiguities, defects or inconsistencies, qualifying, or maintaining the qualification of, the Indenture under the Trust Indenture Act, or making any change that does not materially adversely affect the legal rights of any holder; provided, however, that the Company has delivered to the Trustee an Opinion of Counsel (as such term is defined in the Indenture) stating that such change does not materially adversely affect the legal rights of any holder. Other amendments and modifications of the Indenture or the New Notes may be made by the Company, the Guarantors and the Trustee with the consent of the holders of not less than a majority of the aggregate principal amount of the outstanding New Notes; provided, however, that no such modification or amendment may, without the consent of the holder of each outstanding New Note affected thereby, (i) change the maturity of the principal of or any installment of interest on any such New Note or alter the optional redemption or repurchase provisions of any such New Note or the Indenture in a manner adverse to the Holders of the New Notes; (ii) reduce the principal amount of (or the premium) of any such New Note; (iii) reduce the rate of or extend the time for payment of interest on any such New Note; (iv) change the place or currency of payment of principal of (or premium) or interest on any such New Note; (v) modify any provisions of the Indenture relating to the waiver of past defaults (other than to add sections of the 69 Indenture or the New Notes subject thereto) or the right of the holders of New Notes to institute suit for the enforcement of any payment on or with respect to any such New Note or any Note Guarantee or the modification and amendment provisions of the Indenture and the New Notes (other than to add sections of the Indenture or the New Notes which may not be amended, supplemented or waived without the consent of each Holder therein affected); (vi) reduce the percentage of the principal amount of outstanding New Notes necessary for amendment to or waiver of compliance with any provision of the Indenture or the Notes or for waiver of any Default in respect thereof; (vii) waive a default in the payment of principal of, premium, if any, or interest on, or redemption payment with respect to, the New Notes (except a rescission of acceleration of the New Notes by the holders thereof as provided in the Indenture and a waiver of the payment default that resulted from such acceleration); (viii) modify the ranking or priority of any New Note or the Note Guarantee of any Guarantor; (ix) modify the provisions of any covenant (or the related definitions) in the Indenture requiring the Company to make and consummate a Change of Control Offer upon a Change of Control or an Asset Sale Offer in respect of an Asset Sale or modify any of the provisions or definitions with respect thereto in a manner materially adverse to the Holders of New Notes affected thereby otherwise than in accordance with the Indenture; or (x) release any Guarantor from any of its obligations under its Note Guarantee or the Indenture otherwise than in accordance with the Indenture. The holders of a majority in aggregate principal amount of the outstanding New Notes, on behalf of all holders of New Notes, may waive compliance by the Company and the Guarantors with certain restrictive provisions of the Indenture. Subject to certain rights of the Trustee, as provided in the Indenture, the holders of a majority in aggregate principal amount of the New Notes, on behalf of all holders of the Notes, may waive any past default under the Indenture (including any such waiver obtained in connection with a tender offer or exchange offer for the New Notes), except a default in the payment of principal, premium or interest or a default arising from failure to purchase any New Notes tendered pursuant to an Offer to Purchase pursuant thereto, or a default in respect of a provision that under the Indenture cannot be modified or amended without the consent of the Holder of each New Note that is affected. GOVERNING LAW The Indenture and the New Notes and the Note Guarantees are governed by the laws of the State of New York, without regard to the principles of conflicts of law. CERTAIN DEFINITIONS "Accounts Receivable Subsidiary" means Pickering Way Funding Corp. and any other present or future Subsidiary of the Company that is, directly or indirectly, wholly owned by the Company (other than director qualifying shares) and organized for the purpose of and engaged in (i) purchasing, financing, and collecting accounts receivable obligations of customers of the Company or its Subsidiaries, (ii) the sale or financing of such accounts receivable or interests therein and (iii) other activities incident thereto. "Acquired Indebtedness" means Indebtedness of a Person (i) assumed in connection with an Asset Acquisition from such Person or (ii) existing at the time such Person becomes a Restricted Subsidiary of any other Person (other than any Indebtedness incurred in connection with, or in contemplation of, such Asset Acquisition or such Person becoming such a Restricted Subsidiary). "Affiliate" means, with respect to any specified Person, any other Person directly or indirectly controlling or controlled by or under direct or indirect common control with such specified Person. For the purposes of this definition, "control" when used with respect to any specified Person means the power to direct the management and policies of such Person, directly or indirectly, whether through the ownership of Voting Stock, by contract or otherwise; and the terms "controlling" and "controlled" have meanings correlative to the foregoing. 70 "Affiliate Transaction" has the meaning set forth under "- Limitation on Transactions with Affiliates." "Asset Acquisition" means (i) an Investment by the Company or any Restricted Subsidiary in any other Person pursuant to which such Person will become a Restricted Subsidiary or will be merged or consolidated with or into the Company or any Restricted Subsidiary or (ii) the acquisition by the Company or any Restricted Subsidiary of the assets of any Person which constitute substantially all of the assets of such Person, or any division or line of business of such Person, or which is otherwise outside of the ordinary course of business. "Asset Sale" means any direct or indirect sale, issuance, conveyance, transfer, lease or other disposition (including, without limitation, any merger, consolidation or sale-leaseback transaction) to any Person other than the Company or a Restricted Subsidiary, in one or a series of related transactions, of (i) any Capital Stock of any Restricted Subsidiary; (ii) all or substantially all of the assets of any division or line of business of the Company or any Restricted Subsidiary; or (iii) any other properties or assets of the Company or any Restricted Subsidiary other than in the ordinary course of business. For the purposes of this definition, the term "Asset Sale" will not include (a) any sale, issuance, conveyance, transfer, lease or other disposition of properties or assets that is governed by the provisions described under "Consolidation, Merger, Sale of Assets, Etc."; provided, however, that any transaction consummated in compliance with "- Consolidation, Merger, Sale of Assets, etc." above involving a sale, conveyance, transfer, lease or other disposition of less than all of the properties or assets of the Company shall be deemed to be an Asset Sale with respect to the properties or assets of the Company that are not so sold, conveyed, transferred, leased or otherwise disposed of in such transaction; (b) sales of property of equipment that have become worn out, obsolete or damaged or otherwise unsuitable for use in connection with the business of the Company or any Restricted Subsidiary, as the case may be; (c) any sale, conveyance, transfer, lease or other disposition of accounts receivables to an Accounts Receivable Subsidiary in the ordinary course of business; or (d) any transaction consummated in compliance with "- Certain Covenants - Limitation on Restricted Payments." For purposes of the covenant described under "- Certain Covenants - Disposition of Proceeds of Asset Sales," the term "Asset Sale" shall not include any sale, conveyance, transfer, lease or other disposition of any property or asset, whether in one transaction or a series of related transactions, (i) involving assets with a Fair Market Value not in excess of $250,000 or (ii) constituting a Capitalized Lease Obligation. "Asset Sale Offer" has the meaning set forth under "- Disposition of Proceeds of Asset Sales." "Average Life to Stated Maturity" means, with respect to any Indebtedness, as at any date of determination, the quotient obtained by dividing (i) the sum of the products of (a) the number of years from such date to the date or dates of each successive scheduled principal payment (including, without limitation, any sinking fund requirements) of such Indebtedness multiplied by (b) the amount of each such principal payment by (ii) the sum of all such principal payments. "Capital Stock" means, with respect to any Person, any and all shares, interests, participation, rights in or other equivalents (however designated) of such Person's capital stock, and any rights (other than debt securities convertible into capital stock), warrants or options exchangeable for or convertible into such capital stock. "Capitalized Lease Obligation" means any obligation under a lease of (or other agreement conveying the right to use) any property (whether real, personal or mixed) that is required to be classified and accounted for as a capital lease obligation under GAAP, and, for the purpose of the Indenture, the amount of such obligation at any date shall be the capitalized amount thereof at such date, determined in accordance with GAAP consistently applied. "Cash Equivalents" means, at any time, (i) any evidence of Indebtedness with a maturity of not more than one year issued or directly and fully guaranteed or insured by the United States of America or any agency or instrumentality thereof (provided that the full faith and credit of the United States of America is pledged in support thereof); (ii) certificates of deposit or acceptances with a maturity of not 71 more than one year of any financial institution that is a member of the Federal Reserve System having combined capital and surplus and undivided profits of not less than $500,000,000; (iii) commercial paper with a maturity of not more than one year issued by a corporation that is not an Affiliate of the Company organized under the laws of any state of the United States or the District of Columbia and rated at least A-1 by Standard & Poor's Corporation or at least P-1 by Moody's Investors Service, Inc.; and (iv) repurchase obligations with a term of not more than seven days for underlying securities of the types described in clauses (i) and (ii) above entered into with any financial institution meeting the qualifications specified in clause (ii) above. "Change of Control" means the occurrence of any of the following events (whether or not approved by the Board of Directors of the Company): (i) any "person" or "group" (as such terms are used in Sections 13(d) and 14(d) of the Exchange Act), other than Permitted Holders, is or becomes the "beneficial owner" (as defined in Rules 13d-3 and 13d-5 under the Exchange Act, except that a Person shall be deemed to have "beneficial ownership" of all securities that such Person has the right to acquire, whether such right is exercisable immediately or only after the passage of time), directly or indirectly, of 50% of the total voting power of the then outstanding Voting Stock of the Company; (ii) the Company consolidates with, or merges with or into, another Person (other than a Wholly-Owned Restricted Subsidiary) or sells, assigns, conveys, transfers, leases or otherwise disposes of all or substantially all of its assets to any Person (other than a Wholly Owned Restricted Subsidiary), other than any such transaction where the holders of the Voting Stock of the Company immediately prior to such transaction own, directly or indirectly, not less than a majority of the total voting power of the then outstanding Voting Stock of the surviving or transferee corporation immediately after such transaction; (iii) during any consecutive two-year period, individuals who at the beginning of such period constituted the Board of Directors of the Company (together with any new directors whose election by such board or whose nomination for election by the stockholders of the Company was approved by a vote of 66 2/3% of the directors then still in office who were either directors at the beginning of such period or whose election or nomination for election was previously so approved) cease for any reason to constitute a majority of the Board of Directors of the Company then in office; or (iv) any order, judgment or decree shall be entered against the Company decreeing the dissolution or split up of the Company and such order shall remain undischarged or unstayed for a period in excess of sixty days. "Change of Control Offer" has the meaning set forth under "- Change of Control." "Consolidated Cash Flow Available for Fixed Charges" means, for any period, (i) the sum of, without duplication, the amounts for such period, taken as a single accounting period, of (a) Consolidated Net Income, (b) to the extent reducing Consolidated Net Income, Consolidated Non-cash Charges, (c) to the extent reducing Consolidated Net Income, Consolidated Interest Expense, and (d) to the extent reducing Consolidated Net Income, Consolidated Income Tax Expense less (ii) other non-cash items increasing Consolidated Net Income for such period. "Consolidated Fixed Charge Coverage Ratio" means the ratio of the aggregate amount of Consolidated Cash Flow Available for Fixed Charges of the Company for the four full fiscal quarters immediately preceding the date of the transaction (the "Transaction Date") giving rise to the need to calculate the Consolidated Fixed Charge Coverage Ratio for which consolidated financial information of the Company is available (such four full fiscal quarter period being referred to herein as the "Four Quarter Period") to the aggregate amount of Consolidated Fixed Charges of the Company for such Four Quarter Period. For purposes of this definition, "Consolidated Cash Flow Available for Fixed Charges" and "Consolidated Fixed Charges" will be calculated, without duplication, after giving effect on a pro forma basis for the period of such calculation to (i) the incurrence of any Indebtedness of the Company or any of the Restricted Subsidiaries during the period commencing on the first day of the Four Quarter Period to and including the Transaction Date (the "Reference Period"), including, without limitation, the incurrence of the Indebtedness giving rise to the need to make such calculation, as if such incurrence occurred on the first day of the Reference Period, (ii) an adjustment to eliminate or include, as applicable, the Consolidated Cash Flow Available for Fixed Charges and Consolidated Fixed Charges of the Company directly attributable to assets which are the subject of any Asset Sale or 72 Asset Acquisition (including, without limitation, any Asset Acquisition giving rise to the need to make such calculation as a result of the Company or one of the Restricted Subsidiaries (including any Person who becomes a Restricted Subsidiary as a result of the Asset Acquisition) incurring Acquired Indebtedness) occurring during the Reference Period, as if such Asset Sale or Asset Acquisition occurred on the first day of the Reference Period and (iii) the retirement of Indebtedness during the Reference Period which cannot thereafter be reborrowed occurring as if retired on the first day of the Reference Period. In calculating "Consolidated Fixed Charges" for purposes of determining the denominator (but not the numerator) of this "Consolidated Fixed Charge Coverage Ratio," (1) interest on Indebtedness determined on a fluctuating basis as of the Transaction Date and which will continue to be so determined thereafter will be deemed to accrue at a fixed rate per annum equal to the rate of interest on such Indebtedness in effect on the Transaction Date; (2) if interest on any Indebtedness actually incurred on the Transaction Date may optionally be determined at an interest rate based upon a factor of a prime or similar rate, a eurocurrency interbank offered rate, or other rates, then the interest rate in effect on the Transaction Date shall be deemed to have been in effect during the Reference Period; and (3) notwithstanding clause (1) above, interest on Indebtedness determined on a fluctuating basis, to the extent such interest is covered by agreements relating to Interest Rate Protection Obligations, will be deemed to accrue at the rate per annum resulting after giving effect to the operation of such agreements. If the Company or any Restricted Subsidiaries directly or indirectly guarantees Indebtedness of a third Person, the above definition will give effect to the incurrence of such guaranteed Indebtedness as if the Company or any Restricted Subsidiary had directly incurred or otherwise assumed such guaranteed Indebtedness. For purposes of this definition, with respect to any calculation pursuant to which the Four Quarter Period includes a fiscal quarter prior to March 30, 1997, "Consolidated Cash Flow Available for Fixed Charges" and "Consolidated Fixed Charges" will be calculated, without duplication, as if the Accounts Receivable Subsidiary was an Unrestricted Subsidiary at all times during such Four Quarter Period. "Consolidated Fixed Charges" means, for any period, the sum of, without duplication, the amounts for such period of (i) Consolidated Interest Expense; and (ii) the aggregate amount of cash dividends and other distributions paid or accrued during such period in respect of Redeemable Capital Stock of the Company. "Consolidated Income Tax Expense" means, for any period, the provision for federal, state, local and foreign income taxes payable by the Company and the Restricted Subsidiaries for such period as determined on a consolidated basis in accordance with GAAP. "Consolidated Interest Expense" means, for any period, without duplication, the sum of (a) the interest expense of the Company and the Restricted Subsidiaries for such period as determined on a consolidated basis in accordance with GAAP, including, without limitation, (i) any amortization of debt discount attributable to such period, (ii) the net cost under Interest Rate Protection Obligations (including any amortization of discounts), (iii) the interest portion of any deferred payment obligation, (iv) all commissions, discounts and other fees and charges owed with respect to letters of credit and bankers' acceptance financing and (v) all capitalized interest and all accrued interest, and (b) all but the principal component of Capitalized Lease Obligations paid, accrued and/or scheduled to be paid or accrued by the Company and the Restricted Subsidiaries during such period and as determined on a consolidated basis in accordance with GAAP. "Consolidated Net Income" means, for any period, the consolidated net income (or loss) of the Company and the Restricted Subsidiaries for such period as determined in accordance with GAAP, adjusted, to the extent included in calculating such net income, by excluding, without duplication, (i) all extraordinary gains or losses (net of fees and expenses relating to the transaction giving rise thereto), (ii) income of the Company and its Restricted Subsidiaries derived from or in respect of Investments in Unrestricted Subsidiaries, except to the extent that cash dividends or distributions are actually received by the Company or a Restricted Subsidiary, (iii) the portion of net income (or loss) of the Company and the Restricted Subsidiaries allocable to minority interests in unconsolidated Persons, except to the extent that cash dividends or distributions are actually received by the Company or one of the Restricted Subsidiaries, (iv) net income (or loss) of any Person combined with the Company or one 73 of the Restricted Subsidiaries in a "pooling of interests" basis attributable to any period prior to the date of combination, (v) gains or losses in respect of any Asset Sales by the Company or one of the Restricted Subsidiaries (net of fees and expenses relating to the transaction giving rise thereto), and (vi) the net income of any Restricted Subsidiary to the extent that the declaration of dividends or similar distributions by that Restricted Subsidiary of that income is not at the time permitted, directly or indirectly, by operation of the terms of its charter or any agreement, instrument, judgment, decree, order, statute, rule or governmental regulations applicable to that Restricted Subsidiary or its stockholders. "Consolidated Net Worth" with respect to any Person means the equity of the holders of Capital Stock of such Person and its Restricted Subsidiaries (excluding any Redeemable Capital Stock), as reflected in a balance sheet of such Person determined on a consolidated basis and in accordance with GAAP. "Consolidated Non-cash Charges" means, for any period, the aggregate depreciation, amortization and other non-cash expenses of the Company and the Restricted Subsidiaries reducing Consolidated Net Income for such period (other than any non-cash item requiring an accrual or reserve for cash disbursements in any future period), determined on a consolidated basis in accordance with GAAP. "Consulting Agreement" means the Consultant Agreement between the Company and George McFadden dated as of January 1, 1995, as amended and in effect from time to time. "covenant defeasance" has the meaning set forth under "- Defeasance or Covenant Defeasance of Indenture." "Currency Agreement" means any foreign exchange contract, currency swap agreement or other similar agreement or arrangement designed to protect the Company against fluctuations in currency values. "Default" means any event that is, or after notice or passage of time or both would be, an Event of Default. "Defeasance" has the meaning set forth under "- Defeasance or Covenant Defeasance of Indenture." "Designation" has the meaning set forth under "- Certain Covenants - Limitation on Designations of Unrestricted Subsidiaries." "Designation Amount" has the meaning set forth under "- Certain Covenants - Limitation on Designations of Unrestricted Subsidiaries." "Domestic Subsidiary" means a Restricted Subsidiary organized under the laws of the United States, any State or territory thereof or the District of Columbia. "Event of Default" has the meaning set forth under "- Events of Default." "Exchange Act" means the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated by the Commission thereunder. "Fair Market Value" means, with respect to any asset, the price which could be negotiated in an arm's-length free market transaction, for cash, between a willing seller and a willing buyer, neither of which is under pressure or compulsion to complete the transaction. Fair Market Value shall be determined by the Board of Directors of the Company acting in good faith evidenced by a board resolution thereof delivered to the Trustee. "Four Quarter Period" has the meaning set forth in the definition of "Consolidated Fixed Charge Coverage Ratio." 74 "GAAP" means, at any date of determination, generally accepted accounting principles in effect in the United States which are applicable at the date of determination and which are consistently applied for all applicable periods. "guarantee" means, as applied to any obligation, (i) a guarantee (other than by endorsement of negotiable instruments for collection in the ordinary course of business), direct or indirect, in any manner, of any part or all of such obligation and (ii) an agreement, direct or indirect, contingent or otherwise, the practical effect of which is to assure in any way the payment or performance (or payment of damages in the event of non-performance) of all or any part of such obligation, including, without limiting the foregoing, the payment of amounts drawn down by letters of credit. A guarantee shall include, without limitation, any agreement to maintain or preserve any other Person's financial condition or to cause any other Person to achieve certain levels of operating results. "Guarantor" means each Domestic Subsidiary, formed, created or acquired before or after the Issue Date, required to become a Guarantor after the Issue Date pursuant to "- Certain Covenants - Limitation on Guarantees by Restricted Subsidiaries." "incur" has the meaning set forth in "- Certain Covenants - Limitation on Indebtedness." "Incurrence," "incurred" and "incurring" shall have the meanings correlative to the foregoing. "Indebtedness" means, with respect to any Person, without duplication, (i) all indebtedness of such Person for borrowed money or for the deferred purchase price of property or services, excluding any trade payable and other accrued current liabilities incurred in the ordinary course of business, but including, without limitation, all obligations, contingent or otherwise, of such Person in connection with any letters of credit, bankers acceptance or other similar credit transaction and in connection with any agreement to purchase, redeem, exchange, convert or otherwise acquire for value any Capital Stock of such Person, or any warrants, rights or options to acquire such Capital Stock, now or hereafter outstanding, (ii) all obligations of such Person evidenced by bonds, notes, debentures or other similar instruments, (iii) all indebtedness created or arising under any conditional sale or other title retention agreement with respect to property acquired by such Person (even if the rights and remedies of the seller or lender under such agreement in the event of default are limited to repossession or sale of such property), but excluding trade accounts payable arising in the ordinary course of business, (iv) all Capitalized Lease Obligations of such Person, (v) all Indebtedness referred to in the preceding clauses of other Persons and all dividends of other Persons, the payment of which is secured by (or for which the holder of such Indebtedness has an existing right, contingent or otherwise, to be secured by) any Lien upon property (including, without limitation, accounts and contract rights) owned by such Person, even though such Person has not assumed or become liable for the payment of such Indebtedness (the amount of such obligation being deemed to be the lesser of the value of such property or asset or the amount of the obligation so secured), (vi) all guarantees of Indebtedness by such Person, (vii) except for purposes of the covenant under "Limitation on Restricted Payments," all Redeemable Capital Stock valued at the greater of its voluntary or involuntary maximum fixed repurchase price plus accrued and unpaid dividends, (viii) all obligations under or in respect of Currency Agreements and Interest Rate Protection Obligations of such Person, and (ix) any amendment, supplement, modification, deferral, renewal, extension or refunding of any liability of the types referred to in clauses (i) through (viii) above. For purposes hereof, the "maximum fixed repurchase price" of any Redeemable Capital Stock which does not have a fixed repurchase price will be calculated in accordance with the terms of such Redeemable Capital Stock as if such Redeemable Capital Stock were purchased on any date on which Indebtedness will be required to be determined pursuant to the Indenture, and if such price is based upon, or measured by, the Fair Market Value of such Redeemable Capital Stock, such Fair Market Value is to be determined in good faith by the Board of Directors of the issuer of such Redeemable Capital Stock. Indebtedness (a) shall never be calculated taking into account any cash and cash equivalents held by such Person; (b) shall not include obligations of any Person (x) arising from the honoring by a bank or other financial institution of a check, draft or similar instrument inadvertently drawn against insufficient funds in the ordinary course of business, provided that such obligations are extinguished within two Business Days of their incurrence or (y) resulting from the endorsement of negotiable instruments for collection in the ordinary course of business and 75 consistent with past business practices; and (c) which provides that an amount less than the principal amount thereof shall be due upon any declaration of acceleration thereof shall be deemed to be incurred or outstanding in an amount equal to the accreted value thereof at the date of determination. "Independent Financial Advisor" means a nationally recognized accounting, appraisal or investment banking firm (i) which does not, and whose directors, officers and employees or Affiliates do not have, a direct or indirect financial interest in the Company and (ii) which, in the judgment of the Board of Directors of the Company, is otherwise independent and qualified to perform the task for which it is to be engaged. "Interest Rate Protection Obligations" means the obligations of any Person pursuant to any arrangement with any other Person whereby, directly or indirectly, such Person is entitled to receive from time to time periodic payments calculated by applying either a floating or a fixed rate of interest on a stated notional amount in exchange for periodic payments made by such Person calculated by applying a fixed or a floating rate of interest on the same notional amount or any other arrangement involving payments by or to such Person based upon fluctuations in interest rates. "Investment" means, with respect to any Person, any direct or indirect advance, loan or other extension of credit (including by means of a guarantee) or capital contribution to (by means of any transfer of cash or other property to others or any payment for property or services for the account or use of others or otherwise), or any purchase or acquisition by such Person of any Capital Stock, bonds, notes, debentures or other securities or evidences of Indebtedness issued by any other Person. Investments shall exclude extensions of trade credit on commercially reasonable terms in accordance with normal trade practices. In addition to the foregoing, any Currency Agreement, Interest Rate Protection Obligation or similar agreement shall constitute an Investment. "Issue Date" means the original issue date of the Notes under the Indenture. "Lien" means any mortgage, charge, pledge, lien (statutory or other), privilege, security interest, hypothecation, cessation and transfer, lease of real property, assignment for security, claim, deposit arrangement, or preference or priority or other encumbrance upon or with respect to any property of any kind, whether real, personal or mixed, movable or immovable, now owned or hereafter acquired. A Person shall be deemed to own subject to a Lien any property which it has acquired or holds subject to the interest of a vendor or lessor under any conditional sale agreement, capital lease or other title retention agreement. "Material Subsidiary" means each Restricted Subsidiary of the Company that is a "significant subsidiary" as defined in Rule 1-02 of Regulation S-X under the Securities Act and the Exchange Act (as such regulation is in effect on the Issue Date). "Net Cash Proceeds" means, with respect to any Asset Sale, the proceeds thereof in the form of cash or Cash Equivalents including payments in respect of deferred payment obligations when received in the form of cash or Cash Equivalents (except to the extent that such obligations are financed or sold with recourse to the Company or any Restricted Subsidiary) net of (i) brokerage commissions and other reasonable fees and expenses (including fees and expenses of legal counsel and investment bankers) related to such Asset Sale, (ii) provisions for all taxes payable as a result of such Asset Sale, (iii) amounts required to be paid to any Person (other than the Company or any Restricted Subsidiary) owning a beneficial interest in or having a Lien on the assets subject to the Asset Sale and (iv) appropriate amounts to be provided by the Company or any Restricted Subsidiary, as the case may be, as a reserve required in accordance with GAAP consistently applied against any liabilities associated with such Asset Sale and retained by the Company or any Restricted Subsidiary, as the case may be, after such Asset Sale, including, without limitation, pension and other post-employment benefit liabilities, liabilities related to environmental matters and liabilities under any indemnification obligations associated with such Asset Sale (provided that the amount of any such reserves shall be deemed to constitute Net Cash Proceeds at the time such reserves shall have been released or are not otherwise required to be retained as a reserve). 76 "New Revolving Credit Facility" means the Credit Agreement dated as of June 16, 1997 among the Company, CoreStates Bank, N.A., as Administrative Agent (or any successor administrative agent), and the other financial institutions signatory thereto from time to time, as in effect on the Issue Date, and as such agreement may be amended, renewed, extended, refinanced, substituted or replaced in whole, supplemented or otherwise modified from time to time, and includes (a) related notes, guarantees and other agreements executed in connection therewith and (b) any agreement (i) extending the maturity of all or any portion of the Indebtedness thereunder, (ii) adding guarantors thereunder and (iii) increasing the amount to be borrowed thereunder; provided, however, that in the case of clauses (ii) and (iii), any such agreement is not prohibited by the Indenture. "Note Guarantee" means the guarantee by each of the Guarantors of the Notes and the Company's obligations under the Indenture. "Other Indebtedness" has the meaning set forth under "- Certain Covenants - Limitation on Guarantees of Restricted Subsidiaries." "Other Senior Debt Pro Rata Share" means the amount of the Net Cash Proceeds obtained by multiplying the amount of such Net Cash Proceeds by a fraction, (i) the numerator of which is the lesser of the aggregate principal face amount or accreted value of all Indebtedness (other than (x) the Notes and (y) Subordinated Indebtedness) of the Company and any Guarantor outstanding at the time of the applicable Asset Sale with respect to which the Company or a Guarantor, as the case may be, is required to use Net Cash Proceeds to repay or make an offer to purchase and repay and (ii) the denominator of which is the sum of (a) the aggregate principal amount of all Notes outstanding at the time of the applicable Asset Sale and (b) the lesser of the aggregate principal face amount or accreted value of all other Indebtedness (other than Subordinated Indebtedness) of the Company or a Guarantor outstanding at the time of the applicable Asset Sale with respect to which the Company or a Guarantor, as the case may be, is required to use the Net Cash Proceeds to repay or to offer to purchase and repay. "Outstanding Preferred Stock" means all shares of Preferred Stock of the Company issued and outstanding as of the Issue Date. "Permitted Holders" means (i) each of (A) David R. Hamilton, (B) George McFadden and (C) John McFadden; (ii) the spouse, ancestors, siblings, descendants (including children or grandchildren by adoption) of (A) any of the Persons described in clause (i) or (B) any spouse, ancestor, sibling or descendent (including children or grandchildren by adoption) of any of the Persons described in clause (i); (iii) in the event of the incompetence or death of any of the Persons described in clauses (i) and (ii), such Person's estate, executor, administrator, committee or other personal representative, in each case who at any particular date shall beneficially own or have the right to acquire, directly or indirectly, Capital Stock of the Company; (iv) any trusts created for the benefit of the Persons described in clause (i), (ii) or (iii) or any trust for the benefit of any such trust. "Permitted Indebtedness" has the meaning set forth under "- Certain Covenants - Limitation on Indebtedness." "Permitted Investments" means (a) Cash Equivalents; (b) Investments in prepaid expenses, negotiable instruments held for collection and lease, utility and workers' compensation, performance and other similar deposits; (c) loans and advances to employees made in the ordinary course of business not to exceed $250,000 in the aggregate at any one time outstanding; (d) loans and advances to David R. Hamilton made after the Issue Date not to exceed $350,000 in the aggregate at any one time outstanding; (e) Interest Rate Protection Obligations and Currency Agreements permitted under clause (vii) or (viii) of the second paragraph under "- Certain Covenants - Limitation on Indebtedness;" (f) Investments represented by accounts receivable created or acquired in the ordinary course of business; (g) Investments in the form of the sale (on a "true-sale" non-recourse basis) of receivables transferred from the Company or any Restricted Subsidiary to an Accounts Receivable Subsidiary as a capital contribution or in exchange for Indebtedness of such Accounts Receivable Subsidiary or cash in the ordinary course of business; (h) Investments existing on the Issue Date and any renewal or replacement thereof on terms and conditions no less favorable in any respect than that 77 existing on the Issue Date; (i) any Investment to the extent that the consideration therefor is Capital Stock (other than Redeemable Capital Stock) of the Company; and (j) bonds, notes, debentures or other securities received in connection with an Asset Sale permitted under "- Certain Covenants - Disposition of Proceeds of Asset Sales," not to exceed 15% of the total consideration in such Asset Sale. "Permitted Liens" means (a) Liens on property of (or Capital Stock of) a Person existing at the time such Person (i) is merged into or consolidated with the Company or any Restricted Subsidiary or (ii) becomes a Restricted Subsidiary; provided, however, that such Liens were in existence prior to the contemplation of such merger, consolidation or acquisition and do not attach to any property or assets of the Company or any Restricted Subsidiary other than the property or assets subject to the Liens prior to such merger, consolidation or acquisition; (b) Liens imposed by law such as landlords', carriers', warehousemen's and mechanics' Liens and other similar Liens arising in the ordinary course of business which secure payment of obligations not more than 60 days past due or which are being contested in good faith and by appropriate proceedings; (c) Liens existing on the Issue Date; (d) Liens securing only the Notes; (e) Liens in favor of the Company or any Restricted Subsidiary; (f) Liens for taxes, assessments or governmental charges or claims that are not yet delinquent for more than 90 days or that are being contested in good faith by appropriate proceedings promptly instituted and diligently concluded; provided, however, that any reserve or other appropriate provision as shall be required in conformity with GAAP shall have been made therefor; (g) easements, reservation of rights of way, restrictions and other similar easements, licenses, restrictions on the use of properties, or imperfections of title that in the aggregate are not material in amount and do not in any case materially detract from the properties subject thereto or interfere with the ordinary conduct of the business of the Company and the Restricted Subsidiaries; (h) Liens resulting from the deposit of cash or notes in connection with contracts, tenders or expropriation proceedings, or to secure workers' compensation, surety or appeal bonds, costs of litigation when required by law, public and statutory obligations, obligations under franchise arrangements entered into in the ordinary course of business and other obligations of a similar nature arising in the ordinary course of business; (i) Liens on property of the Company securing the New Revolving Credit Facility; (j) Liens securing Indebtedness consisting of Capitalized Lease Obligations, Purchase Money Indebtedness (other than Indebtedness incurred in connection with an Asset Acquisition), mortgage financings, industrial revenue bonds or other monetary obligations, in each case incurred solely for the purpose of financing all or any part of the purchase price or cost of construction or installation of assets used in the business of the Company or the Restricted Subsidiaries, or repairs, additions or improvements to such assets; provided, however, that (I) such Liens secure Indebtedness in an amount not in excess of the original purchase price or the original cost of any such assets or repair, addition or improvement thereto (plus an amount equal to the reasonable fees and expenses in connection with the incurrence of such Indebtedness), (II) such Liens do not extend to any other assets of the Company or the Restricted Subsidiaries (and, in the case of repairs, additions or improvements to any such assets, such Lien extends only to the assets (and improvements thereto or thereon) repaired, added to or improved), (III) the incurrence of such Indebtedness is permitted by "- Limitation on Indebtedness" above and (IV) such Liens attach prior to 90 days after such purchase, construction, installation, repair, addition or improvement; (k) Liens to secure any Refinancings (or successive Refinancings), in whole or in part, of any Indebtedness secured by Liens referred to in the clauses above so long as such Lien does not extend to any other property (other than improvements thereto); (l) Liens securing letters of credit entered into in the ordinary course of business and consistent with past business practice; (m) Liens on and pledges of the Capital Stock of any Unrestricted Subsidiary securing any Indebtedness of such Unrestricted Subsidiary; (n) leases or subleases granted to others that do not materially interfere with the ordinary course of business of the Company and the Restricted Subsidiaries, taken as a whole; (o) any interest or title of a lessor in the property subject to any lease or located on the real property subject to any lease; (p) Liens arising from the rendering of a final judgment or order against the Company or any Restricted Subsidiary that does not give rise to an Event of Default; and (q) Liens on property existing at the time such property is acquired by the Company or any Restricted Subsidiary so long as such acquisition (including the assumption of any Indebtedness in connection therewith) does not violate any of the terms of the 78 Indenture and such Liens were in existence prior to the contemplation of such acquisition and do not attach to any other property of the Company or such Restricted Subsidiary. "Person" means any individual, corporation, limited liability company, partnership, joint venture, association, joint-stock company, trust, unincorporated organization or government or any agency or political subdivision thereof. "Preferred Stock" means, with respect to any Person, Capital Stock of any class or classes (however designated) of such Person which is preferred as to the payment of dividends or distributions, or as to the distribution of assets upon any voluntary or involuntary liquidation or dissolution of such Person, over Capital Stock of any other class of such Person. "Public Equity Offering" has the meaning set forth under "- Optional Redemption - Optional Redemption upon Public Equity Offering." "Purchase Money Indebtedness" means Indebtedness of the Company or any Restricted Subsidiary incurred for the purpose of financing all or any part of the purchase price or the cost of construction or improvement of any property, provided that the aggregate principal amount of such Indebtedness does not exceed the lesser of the Fair Market Value of such property or such purchase price or cost. "Redeemable Capital Stock" means any class or series of Capital Stock to the extent that, either by its terms, by the terms of any security into which it is convertible or exchangeable, or by contract or otherwise, is or upon the happening of an event or passage of time would be, required to be redeemed prior to the final Stated Maturity of the New Notes or is redeemable at the option of the holder thereof at any time prior to such Stated Maturity, or is convertible into or exchangeable for debt securities at any time prior to such Stated Maturity. "Reference Period" has the meaning set forth under the definition of "Consolidated Fixed Charge Coverage Ratio." "Refinance" means, with respect to any Indebtedness, any refinancing, redemption, retirement, renewal, replacement, extension or refunding of such Indebtedness. "Restricted Payment" has the meaning set forth under "- Certain Covenants - Limitation on Restricted Payments." "Restricted Subsidiary" means any Subsidiary of the Company (other than an Accounts Receivable Subsidiary) that has not been designated by the Board of Directors of the Company, by a board resolution delivered to the Trustee, as an Unrestricted Subsidiary pursuant to and in compliance with the covenant described under "- Certain Covenants - Limitation on Designations of Unrestricted Subsidiaries." Any such designation may be revoked by a board resolution of the Board of Directors of the Company delivered to the Trustee, subject to the provisions of such covenant. "Revocation" has the meaning set forth under "- Certain Covenants - Limitation on Designations of Unrestricted Subsidiaries." "Securities Act" mean the Securities Act of 1933, as amended, and the rules and regulations promulgated by the Commission thereunder. "Service Agreement" means the Service Agreement dated as of December 11, 1995 by and between Chemical Leaman Tank Lines, Inc. and Acumen Consulting Group, Inc., as amended and in effect from time to time. "Stated Maturity" means, with respect to any New Note or any installment of interest thereon, the dates specified in such New Note as the fixed date on which the principal of such New Note or such installment of interest is due and payable, and when used with respect to any other Indebtedness, means the date specified in the instrument governing such Indebtedness as the fixed date on which the principal of such Indebtedness or any installment of interest is due and payable. 79 "Subsidiary" means, with respect to any Person, (a) any corporation of which the outstanding shares of Voting Capital Stock having at least a majority of the votes entitled to be cast in the election of directors shall at the time be owned, directly or indirectly, by such Person, or (b) any other Person of which at least a majority of the shares of Voting Capital Stock are at the time, directly or indirectly, owned by such first named Person. "Subordinated Indebtedness" means, with respect to the Company, Indebtedness of the Company which is expressly subordinated in right of payment to the Notes or, with respect to any Guarantor, Indebtedness of such Guarantor which is expressly subordinated in right of payment to the Note Guarantee of such Guarantor. "Surviving Person" means, with respect to any Person involved in any consolidation or merger, or any sale, assignment, conveyance, transfer, lease or other disposition of all or substantially all of its properties and assets as an entirety, the Person formed by or surviving such merger or consolidation or the Person to which such sale, assignment, conveyance, transfer or lease is made. "Transaction Date" has the meaning set forth under the definition of "Consolidated Fixed Charge Coverage Ratio". "Unrestricted Subsidiary" means each Accounts Receivable Subsidiary and each other Subsidiary of the Company (other than a Guarantor) designated as such pursuant to and in compliance with the covenant described under "- Certain Covenants - Limitation on Designations of Unrestricted Subsidiaries." Any such designation may be revoked by a Board Resolution of the Company delivered to the Trustee, subject to the provisions of such covenant. "Unutilized Net Available Proceeds" has the meaning set forth under "- Certain Covenants - Disposition of Proceeds of Asset Sales." "Voting Stock" means any class or classes of Capital Stock pursuant to which the holders thereof have the general voting power under ordinary circumstances to elect at least a majority of the Board of Directors, managers or trustees of any Person (irrespective of whether or not, at the time, stock of any other class or classes shall have, or might have, voting power by reason of the happening of any contingency). "Wholly-Owned Restricted Subsidiary" means any Restricted Subsidiary of which 100% of the outstanding Capital Stock is owned by the Company and/or another Wholly-Owned Restricted Subsidiary. For purposes of this definition, any directors' qualifying shares shall be disregarded in determining the ownership of a Restricted Subsidiary. 80 BOOK-ENTRY; DELIVERY AND FORM Except as set forth below, the New Notes will initially be issued in the form of one registered New Note in global form (the "Global New Note"). The Global New Note will be deposited on the date of the closing of the Exchange Offer with, or on behalf of, The Depository Trust Company (the "Depositary") and registered in the name of Cede & Co., as nominee of the Depositary. Interests in the Global New Note will be available for purchase only by "qualified institutional buyers," as defined in Rule 144A under the Securities Act ("QIBs"). New Notes that are (i) originally issued to or transferred to institutional "accredited investors," as defined in Rule 501(a)(1), (2), (3) or (7) under the Securities Act, who are not QIBs or to any other persons who are not QIBs or (ii) issued as described below under "Certificated Securities," will be issued in registered form without coupons (the "Certificated Securities"). Upon the transfer to a QIB of Certificated Securities, such Certificated Securities may, unless the Global New Note has previously been exchanged for Certificated Securities, be exchanged for an interest in the Global New Note representing the principal amount of New Notes being transferred. The Depositary has advised the Company that it is (i) a limited-purpose trust company organized under the laws of the State of New York, (ii) a member of the Federal Reserve System, (iii) a "clearing corporation" within the meaning of the Uniform Commercial Code, as amended, and (iv) a "Clearing Agency" registered pursuant to Section 17A of the Exchange Act. The Depositary was created to hold securities for its participating organizations (collectively, the "Participants") and to facilitate the clearance and settlement of transactions in such securities between Participants through electronic book-entry changes in accounts of its Participants. The Depositary's Participants include securities brokers and dealers (including the Initial Purchasers), banks and trust companies, clearing corporations and certain other organizations. Access to the Depositary's system is also available to other entities such as banks, brokers, dealers and trust companies (collectively, the "Indirect Participants") that clear through or maintain a custodial relationship with a Participant, either directly or indirectly. QIBs may elect to hold New Notes acquired by them through the Depositary. QIBs who are not Participants may beneficially own securities held by or on behalf of the Depositary only through Participants or Indirect Participants. Persons that are not QIBs may not hold New Notes through the Depositary. The Company expects that pursuant to procedures established by the Depositary (i) upon deposit of the Global New Note, the Depositary will credit the accounts of Participants designated by the Exchange Agent with an interest in the Global New Note and (ii) ownership of the New Notes will be shown, on, and the transfer of ownership thereof will be effected only through, records maintained by the Depositary (with respect to the interests of Participants), the Participants and the Indirect Participants. The laws of some states require that certain persons take physical delivery in definitive form of securities that they own and that security interests in negotiable instruments can only be perfected by delivery of certificates representing the instruments. Consequently, the ability to transfer New Notes or to pledge the New Notes as collateral will be limited to such extent. The New Notes will be subject to certain other restrictions on transferability. So long as the Depositary or its nominee is the registered owner of a Global New Note, the Depositary or such nominee, as the case may be, will be considered the sole owner or holder of the New Notes represented by the Global New Note for all purposes under the Indenture. Except as provided below, owners of beneficial interests in a Global New Note will not be entitled to have New Notes represented by such Global New Note registered in their names, will not receive or be entitled to receive physical delivery of Certificated Securities, and will not be considered the owners or holders thereof under the Indenture for any purpose, including with respect to the giving of any directions, instructions or approvals to the Trustee thereunder. As a result, the ability of a person having a beneficial interest in New Notes represented by a Global New Note to pledge such interest to persons or entities that do not participate in the Depositary's system, or to otherwise take actions with respect to such interest, may be affected by the lack of a physical certificate evidencing such interest. 81 Accordingly, each QIB owning a beneficial interest in a Global New Note must rely on the procedures of the Depositary and, if such QIB is not a Participant or an Indirect Participant, on the procedures of the Participant through which such QIB owns its interest, to exercise any rights of a holder under the Indenture or such Global New Note. The Company understands that under existing industry practice, in the event the Company requests any action of holders of New Notes or a QIB that is an owner of a beneficial interest in a Global New Note desires to take any action that the Depositary, as the holder of such Global New Note, is entitled to take, the Depositary would authorize the Participants to take such action and the Participants would authorize QIBs owning through such Participants to take such action or would otherwise act upon the instructions of such QIBs. Neither the Company nor the Trustee will have any responsibility or liability for any aspect of the records relating to or payments made on account of New Notes by the Depositary, or for maintaining, supervising or reviewing any records of the Depositary relating to such New Notes. Payments with respect to the principal of, premium, if any, and interest on any New Notes represented by a Global New Note registered in the name of the Depositary or its nominee on the applicable record date will be payable by the Trustee to or at the direction of the Depositary or its nominee in its capacity as the registered holder of the Global New Note representing such New Notes under the Indenture. Under the terms of the Indenture, the Company and the Trustee may treat the persons in whose names the New Notes, including the Global New Note, are registered as the owners thereof for the purposes of receiving such payments and for any and all other purposes whatsoever. Consequently, neither the Company nor the Trustee has or will have any responsibility or liability for the payment of such amounts to beneficial owners of New Notes (including principal, premium, if any, and interest), or to immediately credit the accounts of the relevant Participants with such payment, in amounts proportionate to their respective holdings in principal amount of beneficial interest in the Global New Note as shown on the records of the Depositary. Payments by the Participants and the Indirect Participants to the beneficial owners of New Notes will be governed by standing instructions and customary practice and will be the responsibility of the Participants or the Indirect Participants. CERTIFICATED SECURITIES If the Depositary is at any time unwilling or unable to continue as a depository and a successor depositary is not appointed by the Company within 90 days then, upon surrender by the Depositary of its Global New Note, Certificated Securities will be issued to each person that the Depositary identifies as the beneficial owner of the New Notes represented by the Global New Note. In addition, subject to certain conditions, any person having a beneficial interest in a Global New Note may, upon request to the Trustee, exchange such beneficial interest for Certificated Securities. Upon any such issuance, the Trustee is required to register such Certificated Securities in the name of such person or persons (or the nominee of any thereof), and cause the same to be delivered thereto. Neither the Company nor the Trustee shall be liable for any delay by the Depositary or any Participant or Indirect Participant in identifying the beneficial owners of the related New Notes and each such person may conclusively rely on, and shall be protected in relying on instructions from the Depositary for all purposes (including with respect to the registration and delivery, and the respective principal amounts, of the New Notes to be issued). The information in this section concerning DTC and DTC's book-entry system has been obtained from sources that the Company believes to be reliable. The Company will have no responsibility for the performance by DTC or its Participants of their respective obligations as described hereunder or under the rules and procedures governing their respective operations. 82 CERTAIN U.S. INCOME TAX CONSIDERATIONS The following is a summary of certain U.S. federal income tax consequences associated with the acquisition, ownership and disposition of the New Notes. The summary is based upon current laws, regulations, rulings and judicial decisions, all of which are subject to change. The discussion below does not address all aspects of U.S. federal income taxation that may be relevant to particular holders in the context of their specific investment circumstances or certain types of holders subject to special treatment under such laws (for example, financial institutions, tax-exempt organizations and insurance companies). For purposes of the discussion, a "U.S. holder" is an individual who is a citizen or resident of the U.S., a corporation, partnership or other entity created under the laws of the U.S. or any political subdivision thereof, an estate that is subject to U.S. federal income taxation without regard to the source of income, or a trust, with respect to which a court within the U.S. is able to exercise primary supervision over its administration and one or more U.S. fiduciaries have the authority to control all its substantial decisions. A "Non-U.S. holder" is any holder who is not a U.S. holder. ELIGIBLE HOLDERS OF THE OLD NOTES ARE URGED TO CONSULT THEIR TAX ADVISORS CONCERNING THE U.S. FEDERAL INCOME TAX CONSEQUENCES OF ACQUIRING, OWNING AND DISPOSING OF THE NEW NOTES AS WELL AS THE APPLICATION OF STATE, LOCAL AND FOREIGN INCOME AND OTHER TAX LAWS. U.S. HOLDERS Interest payable on the Old Notes and the New Notes will be includible in the income of a U.S. holder in accordance with such U.S. holder's regular method of accounting. Although the New Notes provide that in certain circumstances a holder may receive additional amounts as Additional Interest or as premium upon redemption, the Company has determined that the likelihood that such payments will be made is remote. As a result, the existence of provisions in the Indenture requiring such payments under certain circumstances will not give rise to original issue discount. These payments would be recognized as income when received, regardless of the method of accounting of the U.S. holder. If a New Note is redeemed, sold or otherwise disposed of, a U.S. holder generally will recognize gain or loss equal to the difference between the amount realized on the sale or other disposition of such New Note (to the extent such amount does not represent accrued but unpaid interest) and such U.S. holder's tax basis in the New Note. Such gain or loss will be capital gain or loss, assuming that the U.S. holder has held the New Note as a capital asset, and will be long-term if the U.S. holder has held the New Note for more than one year at the time of disposition. NON-U.S. HOLDERS An investment in the New Notes by a Non-U.S. holder generally will not give rise to any U.S. federal income tax consequences if the interest received or any gain recognized on the sale, redemption or other disposition of the New Notes by such holder is not treated as effectively connected with the conduct by such holder of a trade or business in the United States, and in the case of gains derived by an individual, such individual is not present in the United States for 183 days or more and certain other requirements (including applicable reporting requirements) are met. Under current Treasury regulations, in order to avoid backup withholding of 31% on payments of interest (i) a Non-U.S. holder of the New Notes generally must certify to the issuer or its agent, under penalties of perjury, that it is not a United States person and complete and provide the payor with a U.S. Treasury Form W-8 (or a suitable substitute form), which includes its name and address, or (ii) a securities clearing organization, bank or other financial organization that holds customers' securities in the ordinary course of business (a "financial institution") and holds the New Note, must certify under penalties of perjury that such a Form W-8 (or suitable substitute form) has been received from the beneficial owner of the New Notes by it or by a financial institution between it and the beneficial owner, and must furnish the payor with a copy thereof. 83 On April 22, 1996, the Internal Revenue Service proposed regulations (the "Proposed Regulations") which, if enacted in their current form, could affect the procedures to be followed by a Non-U.S. holder in establishing such holder's status as a Non-U.S. holder for purposes of the backup withholding rules discussed above. The Proposed Regulations, if adopted in their current form, generally would be effective for payments made after December 31, 1997. Eligible holders should consult their tax advisors concerning the potential adoption of the Proposed Regulations and the potential effect of such regulations on an investment in the New Notes. EXCHANGE OFFER The exchange of Old Notes for New Notes pursuant to the Exchange Offer should not constitute a significant modification of the terms of the Old Notes and, therefore, such exchange should not constitute an exchange for United States federal income tax purposes. Accordingly, such exchange should have no United States federal income tax consequences to U.S. holders of Old Notes and the holding period of the New Notes will include the holding period of the Old Notes and the basis of the New Notes will be the same as the basis of the Old Notes immediately before the exchange. BOND PREMIUM ON THE NEW NOTES If a U.S. holder of a New Note purchased the Old Notes for an amount in excess of the amount payable at the maturity date (or a call date, if appropriate) of the Old Notes, the U.S. holder may deduct such excess as amortizable bond premium over the aggregate terms of the Old Notes and the New Notes (taking into account earlier call dates, as appropriate), under a yield-to-maturity formula. The deduction is available only if an election is made by the purchaser or is in effect. This election is revocable only with the consent of the Service. The election applies to all obligations owned or subsequently acquired by the U.S. holder. The U.S. holder's adjusted tax basis in the Old Notes and the New Notes will be reduced to the extent of the deduction of amortizable bond premium. Except as may otherwise be provided in future regulations, under the Code the amortizable bond premium is treated as an offset to interest income on the Old Notes and the New Notes rather than as a separate deduction item. MARKET DISCOUNT ON THE NEW NOTES Tax consequences of a disposition of the New Notes may be affected by the market discount provision of the Code. These rules generally provide that if a U.S. holder acquired the Old Notes (other than in an original issue) at a market discount which equals or exceeds 1/4 of 1% of the stated redemption price of the Old Notes at maturity multiplied by the number of remaining complete years to maturity and thereafter recognizes gain upon a disposition (or makes a gift) of the New Notes, the lesser of (i) such gain (or appreciation, in the case of a gift) or (ii) the portion of the market discount which accrued while the Old or New Notes were held by such U.S. holder will be treated as ordinary income at the time of the disposition (or gift). For these purposes, market discount means the excess (if any) of the stated redemption price at maturity over the basis of such Old or New Notes immediately after their acquisition by the U.S. holder. A U.S. holder of the New Notes may elect to include any market discount (whether accrued under the Old Notes or the New Notes) in income currently rather than upon disposition of the New Notes. This election once made applies to all market discount obligations acquired on or after the first taxable year to which the election applies, and may not be revoked without the consent of the Service. A U.S. holder of any New Note who acquired the Old Note at a market discount generally will be required to defer the deduction of a portion of the interest on any indebtedness incurred or maintained to purchase or carry such Old or New Note until the market discount is recognized upon a subsequent disposition of such New Note. Such a deferral is not required, however, if the holder elects to include accrued market discount in income currently. 84 BACKUP WITHHOLDING AND INFORMATION REPORTING A 31% "backup" withholding tax and information reporting requirements apply to certain payments of interest and original issue discount on an obligation, and to proceeds of the sale of an obligation before maturity, to certain non-corporate holders. The Company, and/or any paying and/or collection agent, including a broker, as the case may be, will be required to withhold from any payment that is subject to backup withholding a tax equal to 31% of such payment unless the holder furnishes its taxpayer identification number (i.e., social security number in the case of an individual) in the manner prescribed in applicable Treasury regulations, certifies that such number is correct, certifies (with respect to payments of interest) as to no loss of exemption from backup withholding and meets certain other conditions. Backup withholding, however, in any event, generally does not apply to payments to certain "exempt recipients" such as corporations. 85 PLAN OF DISTRIBUTION Each broker-dealer that holds Old Notes that were acquired for its own account as a result of market making or other trading activities (other than Old Notes acquired directly from the Company), may exchange Old Notes for New Notes in the Exchange Offer. However, any such broker-dealer may be deemed to be an "underwriter" within the meaning of such term under the Securities Act and must, therefore, acknowledge that it will deliver a prospectus in connection with any resale of New Notes received in the Exchange Offer. This prospectus delivery requirement may be satisfied by the delivery by such broker-dealer of this Prospectus, as it may be amended or supplemented from time to time. The Company has agreed that, for a period of 180 days after the effective date of this Prospectus, it will make this Prospectus, as amended or supplemented, available to any broker-dealer who receives New Notes in the Exchange Offer for use in connection with any such sale. The Company will not receive any proceeds from any sales of New Notes by broker-dealers. New Notes received by broker-dealers for their own accounts pursuant to the Exchange Offer may be sold from time to time in one or more transactions in the over-the-counter market, in negotiated transactions, through the writing of options on the New Notes or a combination of such methods of resale, at market prices at the time of resale, at prices related to such prevailing market prices or negotiated prices. Any such resale of New Notes by broker-dealers may be made directly to a purchaser or to or through brokers or dealers who may receive compensation in the form of commissions or concessions from any such broker-dealer and/or the purchasers of any such New Notes. Any broker-dealer that resells New Notes that were received by it for its own account pursuant to the Exchange Offer and any broker or dealer that participates in a distribution of such New Notes may be deemed to be an "underwriter" within the meaning of the Securities Act and any profit on any such resale of New Notes and any commissions or concessions received by any such persons may be deemed to be underwriting compensation under the Securities Act. The Company has agreed to pay all expenses incident to the Exchange Offer other than commissions or concessions of any brokers or dealers and will indemnify Eligible Holders (including any broker-dealer) against certain liabilities, including liabilities under the Securities Act. By acceptance of the Exchange Offer, each broker-dealer that receives New Notes pursuant to the Exchange Offer hereby agrees to notify the Company prior to using the Prospectus in connection with the sale or transfer of New Notes, and acknowledges and agrees that, upon receipt of notice from the Company of the happening of any event which makes any statement in the Prospectus untrue in any material respect or which requires the making of any changes in the Prospectus in order to make the statements herein not misleading (which notice the Company agrees to deliver promptly to such broker-dealer), such broker-dealer will suspend use of the Prospectus until the Company has amended or supplemented the Prospectus to correct such misstatement or omission and has furnished copies of the amended or supplemented prospectus to such broker-dealer. LEGAL MATTERS The validity of the New Notes offered hereby is being passed upon for the Company by Pepper, Hamilton & Scheetz LLP, Philadelphia, Pennsylvania. 86 INDEX TO CONSOLIDATED FINANCIAL STATEMENTS
PAGE ---- CHEMICAL LEAMAN CORPORATION AND SUBSIDIARIES Report of Independent Public Accountants................................................................... F-2 Consolidated Balance Sheets as of December 31, 1995 and 1996, and June 29, 1997............................ F-3 Consolidated Statements of Operations for the Years Ended December 31, 1994, 1995 and 1996, and for the unaudited Six Months Ended June 30, 1996 and the audited Six Months Ended June 29, 1997.................. F-5 Consolidated Statements of Stockholders' Equity for the Years Ended December 31, 1994, 1995 and 1996, and for the Six Months Ended June 29, 1997................................................................... F-6 Consolidated Statements of Cash Flows for the Years Ended December 31, 1994, 1995 and 1996, and the unaudited Six Months Ended June 30, 1996 and audited Six Months Ended June 29, 1997...................... F-7 Notes to Consolidated Financial Statements................................................................. F-8 Schedule II -- Valuation and Qualifying Accounts........................................................... F-25
F-1 REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS To Chemical Leaman Corporation: We have audited the accompanying consolidated balance sheets of Chemical Leaman Corporation (a Pennsylvania corporation) and subsidiaries as of December 31, 1995 and 1996 and June 29, 1997, and the related consolidated statements of operations, stockholders' equity and cash flows for each of the three years in the period ended December 31, 1996 and for the six month period ended June 29, 1997. These financial statements and the schedule referred to below are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements and schedule based on our audits. We conducted our audits in accordance with generally accepted auditing standards. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion. In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Chemical Leaman Corporation and subsidiaries as of December 31, 1995 and 1996 and June 29, 1997, and the results of their operations and their cash flows for each of the three years in the period ended December 31, 1996 and for the six month period ended June 29, 1997, in conformity with generally accepted accounting principles. Our audit was made for the purpose of forming an opinion on the basic financial statements taken as a whole. The schedule listed in the index to financial statements is presented for purposes of complying with the Securities and Exchange Commissions rules and is not part of the basic financial statements. This schedule has been subjected to the auditing procedures applied in our audit of the basic financial statements and, in our opinion, fairly states in all material respects the financial data required to be set forth therein in relation to the basic financial statements taken as a whole. ARTHUR ANDERSEN LLP Philadelphia, Pennsylvania July 25, 1997 F-2 CHEMICAL LEAMAN CORPORATION AND SUBSIDIARIES CONSOLIDATED BALANCE SHEETS (IN THOUSANDS OF DOLLARS, EXCEPT SHARE AMOUNTS)
DECEMBER 31, ------------------------ JUNE 29, ASSETS 1995 1996 1997 ------ ----------- ----------- ----------- CURRENT ASSETS: Cash and cash equivalents (includes restricted cash of $1,934 at December 31, 1995, $3,541 at December 31, 1996, and $0 at June29, 1997).................................... $ 8,523 $ 5,788 $ 14,723 Accounts receivable, net of allowance of $323 at December 31, 1995, $570 at December 31, 1996, and $664 at June 29, 1997............................................ 28,850 36,859 15,406 Operating supplies.................................................. 1,175 1,548 929 Prepaid expenses and other.......................................... 5,814 7,982 9,692 ----------- ----------- ----------- Total current assets.......................................... 44,362 52,177 40,750 ----------- ----------- ----------- PROPERTY AND EQUIPMENT: Land................................................................ 5,037 5,131 5,131 Buildings and improvements.......................................... 25,410 26,728 27,577 Revenue equipment................................................... 124,076 147,767 150,028 Other equipment..................................................... 31,569 49,087 54,909 ----------- ----------- ----------- Total property and equipment, at cost......................... 186,092 228,713 237,645 ACCUMULATED DEPRECIATION.............................................. 109,321 119,924 127,008 ----------- ----------- ----------- PROPERTY AND EQUIPMENT, net........................................... 76,771 108,789 110,637 ----------- ----------- ----------- NOTES RECEIVABLE...................................................... 2,500 3,500 3,500 RECOVERABLE ENVIRONMENTAL COSTS....................................... 8,147 13,680 14,101 OTHER ASSETS.......................................................... 4,625 4,398 8,540 ----------- ----------- ----------- $ 136,405 $ 182,544 $ 177,528 ----------- ----------- ----------- ----------- ----------- -----------
The accompanying notes are an integral part of these statements. F-3 CHEMICAL LEAMAN CORPORATION AND SUBSIDIARIES CONSOLIDATED BALANCE SHEETS (IN THOUSANDS OF DOLLARS, EXCEPT SHARE AMOUNTS)
DECEMBER 31, ------------------------ JUNE 29, LIABILITIES AND STOCKHOLDERS' EQUITY 1995 1996 1997 ------------------------------------ ----------- ----------- ----------- CURRENT LIABILITIES: Accounts and drafts payable......................................... $ 13,973 $ 18,028 $ 21,865 Accrued salaries and wages.......................................... 4,490 4,336 4,321 Other accrued liabilities........................................... 1,973 3,828 1,630 Estimated self-insurance liabilities................................ 5,778 4,238 3,471 Current maturities of long-term debt................................ 2,612 4,364 638 Current maturities of equipment obligations......................... 4,804 4,957 -- ----------- ----------- ----------- Total current liabilities..................................... 33,630 39,751 31,925 ----------- ----------- ----------- LONG-TERM EQUIPMENT OBLIGATIONS....................................... 24,232 53,484 -- ----------- ----------- ----------- LONG-TERM DEBT........................................................ 36,173 46,219 101,564 ----------- ----------- ----------- ESTIMATED SELF-INSURANCE LIABILITIES.................................. 15,337 16,783 17,732 ----------- ----------- ----------- OTHER NONCURRENT LIABILITIES.......................................... 4,654 5,266 7,836 ----------- ----------- ----------- REDEEMABLE PREFERRED STOCK............................................ 2,600 5,318 5,318 ----------- ----------- ----------- STOCKHOLDERS' EQUITY: Common stock -- 3,000,000 shares authorized; issued -- 605,400, 550,895, and 550,895 shares at December 31, 1995 and 1996, and June 29, 1997, respectively; par value $2.50..................... 2,810 2,677 2,677 Additional paid-in capital.......................................... 2,117 533 533 Retained earnings................................................... 33,709 32,992 30,857 ----------- ----------- ----------- 38,636 36,202 34,067 Less -- Treasury stock, 2,593 shares, at cost............................ 16,881 16,881 16,881 Stock subscriptions receivable................................... 1,976 3,598 3,598 Minimum pension liability, net of tax............................ -- -- 435 ----------- ----------- ----------- Total stockholders' equity.................................... 19,779 15,723 13,153 ----------- ----------- ----------- $ 136,405 $ 182,544 $ 177,528 ----------- ----------- ----------- ----------- ----------- -----------
The accompanying notes are an integral part of these statements. F-4 CHEMICAL LEAMAN CORPORATION AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF OPERATIONS (IN THOUSANDS OF DOLLARS)
FOR THE SIX FOR THE YEAR ENDED MONTHS ENDED DECEMBER 31, -------------------- ------------------------------- JUNE 30, JUNE 29, 1994 1995 1996 1996 1997 --------- --------- --------- --------- --------- (UNAUDITED) OPERATING REVENUES....................................... $ 241,443 $ 245,706 $ 281,075 $ 127,612 $ 156,545 --------- --------- --------- --------- --------- OPERATING EXPENSES: Salaries, wages and benefits........................... 71,499 63,546 67,737 32,531 34,947 Purchased transportation and rents..................... 85,470 98,903 122,635 54,542 69,131 Operations and maintenance............................. 52,768 50,240 52,924 22,696 32,158 Depreciation and amortization.......................... 11,783 13,731 16,255 7,173 9,336 Taxes and licenses..................................... 2,829 2,755 2,613 1,175 1,457 Insurance and claims................................... 4,870 3,483 4,766 2,015 4,402 Communication and utilities............................ 5,417 6,056 7,213 3,594 3,320 (Gain) loss on disposition of revenue equipment, net... (6) 573 290 141 45 --------- --------- --------- --------- --------- Total operating expenses............................. 234,630 239,287 274,433 123,867 154,796 --------- --------- --------- --------- --------- OPERATING INCOME......................................... 6,813 6,419 6,642 3,745 1,749 INTEREST EXPENSE, net.................................... 4,946 5,978 7,553 3,092 4,515 OTHER (INCOME) EXPENSE, net.............................. 92 (110) (795) (11) 165 --------- --------- --------- --------- --------- Income (loss) before income tax provision.............. 1,775 551 (116) 664 (2,931) INCOME TAX PROVISION (BENEFIT)........................... 710 220 46 333 (1,223) --------- --------- --------- --------- --------- INCOME (LOSS) BEFORE EXTRAORDINARY ITEM.................. $ 1,065 $ 331 $ (162) $ 331 $ (1,708) --------- --------- --------- --------- --------- EXTRAORDINARY LOSS on early extinguishment of debt, less applicable income taxes of $133........................ -- -- -- -- ($ 199) --------- --------- --------- --------- --------- NET INCOME (LOSS)........................................ $ 1,065 $ 331 $ (162) $ 331 $ (1,907) --------- --------- --------- --------- --------- --------- --------- --------- --------- ---------
The accompanying notes are an integral part of these statements. F-5 CHEMICAL LEAMAN CORPORATION AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY (IN THOUSANDS OF DOLLARS)
ADDITIONAL STOCK MINIMUM COMMON PAID-IN RETAINED TREASURY SUBSCRIPTION PENSION STOCK CAPITAL EARNINGS STOCK RECEIVABLE LIABILITY TOTAL ----------- ----------- ----------- ----------- ------------- ------------- --------- BALANCE, JANUARY 1, 1994........... $ 2,940 $ 3,720 $ 32,665 $ (14,888) $ (1,520) $ -- $ 22,917 Net income....................... 1,065 1,065 Reverse stock split.............. (47) (512) (559) Retirement of common stock....... (73) (917) (990) Purchase of common stock......... (1,993) (1,993) Preferred stock dividends........ (195) (195) --------- --------- --------- --------- --------- --------- --------- BALANCE, DECEMBER 31, 1994......... $ 2,820 $ 2,291 $ 33,535 $ (16,881) $ (1,520) $ -- $ 20,245 Net income....................... 331 331 Retirement of common stock....... (48) (592) (640) Issuance of common stock......... 38 418 (456) -- Preferred stock dividends........ (157) (157) --------- --------- --------- --------- --------- --------- --------- BALANCE, DECEMBER 31, 1995......... $ 2,810 $ 2,117 $ 33,709 $ (16,881) $ (1,976) $ -- $ 19,779 Net loss......................... (162) (162) Retirement of common stock....... (56) (740) (796) Issuance of common stock......... 150 1,647 (1,622) 175 Issuance of preferred stock...... (227) (2,491) (2,718) Preferred stock dividends........ (355) (355) Amortization of pension intangible asset............... (200) (200) --------- --------- --------- --------- --------- --------- --------- BALANCE, DECEMBER 31, 1996......... $ 2,677 $ 533 $ 32,992 $ (16,881) $ (3,598) $ -- $ 15,723 Net loss......................... (1,907) (1,907) Preferred stock dividends........ (178) (178) Adjustment required to recognize minimum pension liability...... (435) (435) Amortization of pension intangible asset............... (50) (50) --------- --------- --------- --------- --------- --------- --------- BALANCE, JUNE 29, 1997............. $ 2,677 $ 533 $ 30,857 $ (16,881) $ (3,598) (435) $ 13,153 --------- --------- --------- --------- --------- --------- --------- --------- --------- --------- --------- --------- --------- ---------
The accompanying notes are an integral part of these statements. F-6 CHEMICAL LEAMAN CORPORATION AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CASH FLOWS (IN THOUSANDS OF DOLLARS)
FOR THE YEAR ENDED FOR THE SIX DECEMBER 31, MONTHS ENDED ------------------------------- JUNE 30, JUNE 29, 1994 1995 1996 1996 1997 --------- --------- --------- --------- --------- (UNAUDITED) OPERATING ACTIVITIES: Net income (loss)................................................ $ 1,065 $ 331 $ (162) $ 331 $ (1,907) Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities-- Depreciation and amortization................................ 11,783 13,731 16,255 7,173 9,336 Provision for doubtful accounts.............................. 320 338 318 198 225 Provision (benefit) for deferred income taxes................ 524 (1,777) 813 333 (1,223) (Gain) loss on disposition of property and equipment......... (6) 573 290 141 45 Extraordinary loss related to early extinguishment of debt... -- -- -- -- 199 Changes in assets and liabilities............................ 2,881 4,248 (12,837) (8,155) (10,194) --------- --------- --------- --------- --------- Net cash provided by (used in) operating activities........ 16,567 17,444 4,677 21 (3,519) --------- --------- --------- --------- --------- INVESTING ACTIVITIES: Acquisition of business.......................................... -- -- (15,517) (15,517) -- Additions to property and equipment.............................. (20,747) (13,270) (20,020) (9,863) (11,006) Proceeds from sales of property and equipment.................... 1,992 2,780 1,264 1,399 751 --------- --------- --------- --------- --------- Net cash used in investing activities...................... (18,755) (10,490) (34,273) (23,981) (10,255) --------- --------- --------- --------- --------- FINANCING ACTIVITIES: Payments on equipment obligations................................ (9,248) (20,893) (11,149) (4,633) (62,439) Proceeds from issuance of equipment obligations.................. 17,710 15,986 40,554 27,548 3,998 Increase (decrease) in bank overdrafts........................... 643 (1,529) 923 524 2,882 Proceeds from issuance of long-term debt......................... 100 -- 10,000 2,550 100,000 Payments on long-term debt....................................... (1,348) (2,211) (12,491) (1,399) (21,355) Payments on early extinguishment of debt......................... -- -- -- -- (199) Issuance (purchase) of common stock.............................. (1,993) -- 175 -- -- Retirement of common stock....................................... (1,549) (640) (796) (796) -- Preferred stock dividends........................................ (195) (157) (355) (162) (178) --------- --------- --------- --------- --------- Net cash provided by (used in) financing activities........ 4,120 (9,444) 26,861 23,632 22,709 --------- --------- --------- --------- --------- Net increase (decrease) in cash and cash equivalents....... 1,932 (2,490) (2,735) (328) 8,935 CASH AND CASH EQUIVALENTS: Beginning of year................................................ 9,081 11,013 8,523 8,523 5,788 --------- --------- --------- --------- --------- End of year...................................................... $ 11,013 $ 8,523 $ 5,788 $ 8,195 $ 14,723 --------- --------- --------- --------- --------- --------- --------- --------- --------- --------- CHANGES IN ASSETS AND LIABILITIES: (Increase) decrease in accounts receivable....................... $ (3,795) $ 1,912 $ (8,327) $ (5,692) $ (6,772) Decrease (increase) in prepaid expenses, operating supplies and other assets................................................... 376 (2,560) (3,515) (1,461) (5,283) (Increase) decrease in recoverable environmental costs........... (2,818) 9,853 (5,533) (7,739) (421) Decrease in insurance deposit.................................... 4,217 -- -- -- -- (Decrease) increase in accounts payable.......................... (73) 270 3,132 3,694 955 Increase (decrease) in accrued salaries and wages................ 2,516 (2,721) (154) 74 (15) (Decrease) increase in accrued other............................. (35) 1,644 1,042 1,731 (975) Increase (decrease) in estimated self-insurance liabilities...... 1,543 (2,302) (94) 1,157 182 Increase (decrease) in other noncurrent liabilities.............. 950 (1,848) 612 81 2,135 --------- --------- --------- --------- --------- $ 2,881 $ 4,248 $ (12,837) $ (8,155) $ (10,194) --------- --------- --------- --------- --------- --------- --------- --------- --------- --------- SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION: Cash paid during the period for-- Interest..................................................... $ 4,905 $ 6,038 $ 7,442 $ 2,640 $ 4,212 Income taxes................................................. 401 2,601 326 43 45 Noncash investing and financing activities-- Issuance of capital lease obligations........................ 8,623 5,716 14,289 13,196 974 Assets acquired with capital lease obligations............... (8,623) (5,716) (14,289) (13,196) (974) Issuance of common stock for a note.......................... -- 456 1,622 -- -- Stock subscription note receivable........................... -- (456) (1,622) -- -- Amortization of pension intangible asset..................... -- -- 200 100 50 Retained earnings adjustment................................. -- -- (200) (100) (50) Adjustment required to recognize minimum pension liability... -- -- -- -- 435 Stockholders' equity adjustment for minimum pension liability.................................................. -- -- -- -- (435) Off balance sheet treatment of asset backed certificate...... -- -- -- -- (28,000) Off balance sheet treatment of accounts receivable........... -- -- -- -- 28,000
The accompanying notes are an integral part of these statements. F-7 CHEMICAL LEAMAN CORPORATION AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (INCLUDING NOTES APPLICABLE TO UNAUDITED PERIODS) 1. BUSINESS: Chemical Leaman Corporation (a Pennsylvania corporation) and its subsidiaries (the "Company") offer a full range of specialized transportation services, including short and long-haul transportation, intermodal services, materials handling and third-party logistics, principally to the chemical industry. In addition, the Company provides tank cleaning and driver-related services to its own fleet as well as to independent owner-operators and third-party carriers. The Company derived approximately 95%, 94%, 84%, 93% and 74% of its revenues from its wholly owned trucking subsidiary, Chemical Leaman Tank Lines, Inc. ("CLTL"), for the years ended December 31, 1994, 1995 and 1996, and the unaudited six month period ended June 30, 1996 and the audited six month period ended June 29, 1997, respectively. CLTL operates 70 terminals throughout the United States and the Canadian Provinces of Quebec and Ontario. CLTL has 22 of its terminals located in the Northeast region of the country. CLTL generated 10%, 15% and 16% of its revenues from a single customer in the years ended December 31, 1994, 1995 and 1996, respectively, and 16% and 19% for the unaudited six month period ended June 30, 1996 and the audited six month period ended June 29, 1997, respectively. CLTL's top ten customers accounted for approximately 44%, 45% and 47% of CLTL revenues in the years ended December 31, 1994, 1995 and 1996, respectively, and 46% and 50% for the unaudited six month period ended June 30, 1996 and the audited six month period ended June 29, 1997, respectively. The Company derives the majority of its remaining revenue from its wholly owned trucking subsidiary, Fleet Transport Company, Inc. ("Fleet") (see Note 14), and from tank cleaning services through its wholly owned subsidiary, Quala Systems, Inc. ("QSI"). The business of the Company is subject to limited seasonality, with revenues generally declining slightly during winter months (namely the first and fourth fiscal quarters) and over holidays. Highway transportation can be adversely affected depending upon the severity of the weather in various sections of the country during the winter months. The Company's operating expenses also have been somewhat higher in the winter months, due primarily to decreased fuel efficiency and increased maintenance costs of revenue equipment in colder months. 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES: Principles of Consolidation The consolidated financial statements include the accounts of the Company and its subsidiaries. All significant intercompany balances and transactions have been eliminated. Unaudited Consolidated Financial Information In the opinion of management, the unaudited consolidated financial information for the six month period ended June 30, 1996, reflects all adjustments (consisting only of normal recurring adjustments) necessary to present fairly such information in accordance with generally accepted accounting principles and are prepared in a manner consistent with the audited consolidated financial statements. Use of Estimates The preparation of financial statements in accordance with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. The most significant estimates with regard to these financial statements are in the areas of estimated self-insurance liabilities and environmental recoveries and liabilities. Actual results could differ from these estimates. F-8 CHEMICAL LEAMAN CORPORATION AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (INCLUDING NOTES APPLICABLE TO UNAUDITED PERIODS) -- (CONTINUED) 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES: -- (CONTINUED) Accounts Receivable At December 31, 1995 and 1996, and June 29, 1997 substantially all accounts receivable were due from customers within the chemical processing industry. The Company does not require any security arrangements with respect to these receivables (see Note 6). Operating Supplies Operating supplies, representing repair parts, fuel and unmounted tires for revenue equipment, are valued at the lower of first-in, first-out ("FIFO") cost or market value. Prepaid Expenses and Other Prepaid expenses, which consist principally of tires and hoses placed in service, are valued at cost and are amortized over their estimated useful lives, which range from 16 to 27 months. Property and Equipment Property and equipment are stated at cost. Depreciation, including amortization of capitalized leases, is computed using the straight-line method over the estimated useful lives of the assets, net of estimated salvage values, or the lease periods, whichever is shorter. Estimated useful lives are as follows: buildings and improvements, 5 to 30 years; revenue equipment, 2 to 7 years; other equipment, 2 to 10 years. Maintenance and repairs are charged to operations as incurred. Major repairs and improvements which extend the useful life of the related assets are capitalized and depreciated over their estimated useful lives. When assets are retired or otherwise disposed of, the cost and related accumulated depreciation are removed from the accounts and any resulting gain or loss is included in operating results. Included in other equipment is $7,871,000 at December 31, 1996, and $10,991,000 at June 29, 1997 of capitalized costs related to the development and implementation of a new management information system. The Company expects to incur additional costs related to this project during 1997 which will also be capitalized. These costs will be amortized over a period of seven years, which is expected to begin in January 1998. Recoverable Environmental Costs Recoverable environmental costs consist principally of recoverable costs under various insurance policies related to environmental matters at the Bridgeport Site (see Note 12). Revenue Recognition The Company recognizes revenue when shipments are delivered or when tank cleaning services are provided. Amounts payable to leased operators for purchased transportation and to Company drivers for wages are accrued when the related revenue is recognized. Income Taxes The Company accounts for income taxes under the liability method, whereby deferred tax assets and liabilities are recognized for the tax effects of temporary differences between the financial reporting and tax bases of assets and liabilities using enacted tax rates. Environmental Expenditures Environmental expenditures that relate to an existing condition caused by past operations and that do not contribute to current or future revenue generation are expensed. Liabilities are recorded when environmental assessments and/or cleanups are probable, and the costs can be reasonably estimated (see Note 12). F-9 CHEMICAL LEAMAN CORPORATION AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (INCLUDING NOTES APPLICABLE TO UNAUDITED PERIODS) -- (CONTINUED) 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES: -- (CONTINUED) Estimated Self-Insurance Liabilities The Company is currently self-insured up to the following per-occurrence retention levels: o Public liability and property damage, cargo losses, and sudden and accidental environmental losses...................................................... $ 1,000,000 o Workers' compensation................................................................. $ 500,000 o Medical benefits for salaried employees............................................... $ 100,000 o Collision and other environmental losses.............................................. No Limit
The Company is responsible up to an aggregate of $9,000,000 and $5,500,000 per year for public liability at December 31, 1996 and June 29, 1997, respectively, and $4,000,000 per year for workers' compensation liability. The Company has excess coverage beyond the deductible levels for public liability, property damage and sudden and accidental environmental losses. The Company's insurable limit was $100,000,000 at December 31, 1996 and June 29, 1997 with a $2,000,000 deductible at December 31, 1996 and $1,000,000 deductible at June 29, 1997. The liability for self-insurance is accrued based on claims incurred, with the liability for unsettled claims and claims incurred but not yet reported being estimated based on management's evaluation of the nature and severity of individual claims and the Company's past claims experience. Statement of Cash Flows The Company considers all highly liquid investments purchased with a maturity of three months or less to be cash equivalents. Fair Value of Financial Instruments The carrying amounts reported in the accompanying statements of financial position for cash, accounts receivable, and accounts payable approximate fair value because of the immediate or short-term maturities of these financial instruments. The fair value of the Company's debt is estimated based on the quoted market prices for the same or similar issues or on the current rates offered to the Company for debt of the same remaining maturities. The book value of the Company's debt approximates fair market value. Reclassifications Certain prior period amounts have been reclassified to conform with the June 29, 1997 presentation. Changes in Accounting Policies On January 1, 1996, the Company adopted Statement of Financial Accounting Standards No. 121, "Accounting for the Impairment of Long-Lived Assets and for Long-Lived Assets to Be Disposed Of" ("SFAS No. 121"). This statement requires recognition of impairment losses for long-lived assets whenever events or changes in circumstances result in the carrying amount of the assets exceeding the sum of expected future cash flows associated with such assets. The measurement of the impairment losses to be recognized is to be based on the difference between the fair values and the carrying amounts of the assets. SFAS No. 121 also requires that long-lived assets held for sale be reported at the F-10 CHEMICAL LEAMAN CORPORATION AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (INCLUDING NOTES APPLICABLE TO UNAUDITED PERIODS) -- (CONTINUED) 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES: -- (CONTINUED) lower of carrying amount or fair value less cost to sell. The effect of the adoption of this policy was not material. Statement of Financial Accounting Standards No. 123, "Accounting for Stock-Based Compensation ("SFAS No. 123") was effective for 1996. This statement provides for a fair value based method of accounting for grants of equity instruments to employees or suppliers in return for goods or services. With respect to stock-based compensation to employees, SFAS No. 123 permits entities to continue to apply the provisions prescribed by APB Opinion No. 25; however, certain pro forma disclosures must be presented as if the fair value based method had been applied in measuring compensation cost. There were no transactions requiring disclosure in 1995 or 1996 or for the six months ended June 29, 1997. In June 1996, the Financial Accounting Standards Board issued Statement of Financial Accounting Standards No. 125, "Accounting for Transfers and Servicing of Financial Assets and Extinguishment of Liabilities" ("SFAS No. 125"). This statement provides accounting and reporting standards for transfers and servicing of financial assets and extinguishments of liabilities. Those standards are based on consistent application of a financial-components approach that focuses on control. Under that approach, after a transfer of financial assets, an entity recognizes the financial and servicing assets it controls and the liabilities it has incurred, derecognizes financial assets when control has been surrendered, and derecognizes liabilities when extinguished. SFAS No. 125 provides consistent standards for distinguishing transfers of financial assets that are sales from transfers that are secured borrowings. SFAS No. 125 is effective for transfers and servicing of financial assets and extinguishments of liabilities occurring after December 31, 1996, and is to be applied prospectively. The Company adopted this statement during the first quarter of 1997 and accounts for its $28,000,000 asset backed certificates as a sale for financial reporting purposes (see Note 6). Accordingly, the asset backed certificates of $28,000,000 and the associated accounts receivable of $28,000,000 are not reflected on the consolidated balance sheet as of June 29, 1997. In October 1996, the American Institute of Certified Public Accountants issued Statement of Position (SOP) 96-1, "Environmental Remediation Liabilities". This SOP provides that environmental remediation liabilities should be accrued when the criteria of Financial Accounting Standards Board (FASB) Statement of Financial Accounting Standards No. 5, "Accounting for Contingencies", are met, and that the accrual should include incremental direct costs of the remediation effort and the costs of compensation and benefits for those employees who are expected to devote a significant amount of time directly to the remediation effort, to the extent of the time expected to be spent directly on the remediation effort. The provisions of this SOP are effective for fiscal years beginning after December 15, 1996. The Company adopted this SOP on January 1, 1997. The effect of the adoption was not material. F-11 CHEMICAL LEAMAN CORPORATION AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (INCLUDING NOTES APPLICABLE TO UNAUDITED PERIODS) -- (CONTINUED) 3. INCOME TAXES: Income tax provision comprises the following:
FOR THE SIX FOR THE SIX FOR THE YEAR ENDED MONTHS ENDED MONTHS ENDED DECEMBER 31, JUNE 30, JUNE 29, ------------------------------- --------------- ------------- 1994 1995 1996 1996 1997 --------- --------- --------- --------------- ------------- (IN THOUSANDS) (UNAUDITED) U.S. federal: Current.................................. $ 27 $ 1,894 $ (776) $ (388) $ -- Deferred................................. 446 (1,692) 918 643 (929) Foreign.................................... 11 -- -- -- -- State: Current.................................. 148 103 9 5 5 Deferred................................. 78 (85) (105) 73 (299) --------- --------- --------- --------- --------- $ 710 $ 220 $ 46 $ 333 $ (1,223) --------- --------- --------- --------- --------- --------- --------- --------- --------- ---------
A reconciliation of the statutory to actual income tax provision is as follows:
FOR THE SIX FOR THE SIX FOR THE YEAR ENDED MONTHS ENDED MONTHS ENDED DECEMBER 31, JUNE 30, JUNE 29, ------------------------------- --------------- ------------- 1994 1995 1996 1996 1997 --------- --------- --------- --------------- ------------- (IN THOUSANDS) (UNAUDITED) Statutory tax (benefit) provision............. $ 603 $ 187 $ (39) $ 226 $ (997) Increase (decrease) resulting from: State income taxes, net of federal tax benefit.................................. 151 104 142 71 63 Benefit of net operating loss carryforwards............................ (91) (99) (311) (156) (75) Provision (benefit) of foreign tax credit carryforwards............................ (102) (102) 51 51 51 Other, net.................................. 149 130 203 141 (265) --------- --------- --------- --------- --------- Actual tax provision (benefit)................ $ 710 $ 220 $ 46 $ 333 $ (1,223) --------- --------- --------- --------- --------- --------- --------- --------- --------- ---------
F-12 CHEMICAL LEAMAN CORPORATION AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (INCLUDING NOTES APPLICABLE TO UNAUDITED PERIODS) -- (CONTINUED) 3. INCOME TAXES: -- (CONTINUED) Gross deferred tax assets at December 31, 1995 and 1996 and June 29, 1997 consist of the following:
DECEMBER 31, -------------------- JUNE 29, 1995 1996 1997 --------- --------- --------- (IN THOUSANDS) Gross deferred tax assets: Self insurance liabilities........................................ $ 7,932 $ 7,413 $ 7,190 Pensions.......................................................... 1,228 1,205 665 Accruals.......................................................... 901 851 778 AMT and other credit carryforwards................................ 2,413 1,921 1,932 NOL carryovers.................................................... -- 1,487 3,017 Other............................................................. 888 2,220 1,938 --------- --------- --------- $ 13,362 $ 15,097 $ 15,520 --------- --------- --------- --------- --------- ---------
Gross deferred tax liabilities at December 31, 1995 and 1996 and June 29, 1997 consist of the following:
DECEMBER 31, -------------------- JUNE 29, 1995 1996 1997 --------- --------- --------- (IN THOUSANDS) Gross deferred tax liabilities: Depreciation...................................................... $ 7,624 $ 7,782 $ 8,488 Recoverable environmental costs................................... 3,600 5,145 5,505 Other............................................................. 1,688 2,821 799 --------- --------- --------- $ 12,912 $ 15,748 $ 14,792 --------- --------- --------- --------- --------- ---------
The Company has an alternative minimum tax ("AMT") credit carryforward of approximately $1,860,000 at December 31, 1996 and $1,911,000 at June 29, 1997 that can be used to offset future regular taxes in excess of AMT. The Company has approximately $433,000 at December 31, 1996 and $4,636,000 at June 29, 1997 AMT net operating loss ("NOL") carryforwards for financial reporting purposes which will be used in future years to offset AMT income. The Company has a net operating loss ("NOL") carry forward of $8,874,000 for tax purposes at June 29, 1997 which begins to expire in 2011. 4. EMPLOYEE BENEFIT PLANS: The Company maintains two noncontributory benefit plans that cover full-time salaried employees and certain other employees under a collective bargaining agreement. Retirement benefits for employees covered by the salaried plan are based on years of service and compensation levels. The monthly benefit for employees under the collective bargaining agreement plan is based on years of service multiplied by a monthly benefit factor. Assets of the plans are invested primarily in equity securities and fixed income investments. Pension costs are funded in accordance with the provisions of the applicable law. Pension expense for these plans was $561,000, $696,000 and $297,000 for the years ended December 31, 1994, 1995 and 1996, respectively, and $257,000 and $168,000 for the unaudited six month period ended June 30, 1996 and the audited six month period ended June 29, 1997, respectively. F-13 CHEMICAL LEAMAN CORPORATION AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (INCLUDING NOTES APPLICABLE TO UNAUDITED PERIODS) -- (CONTINUED) 4. EMPLOYEE BENEFIT PLANS: -- (CONTINUED) The Company also provides supplemental retirement benefits to its employees through defined contribution 401(k) plans. Participation in these plans is elective. Assets of these plans are invested primarily in mutual funds. The components of net periodic pension cost for the years ended December 31, 1994, 1995 and 1996 and the six month period ended June 29, 1997 are as follows:
JUNE 29, 1994 1995 1996 1997 --------- --------- --------- --------- (IN THOUSANDS) Service cost................................................. $ 863 $ 814 $ 1,045 $ 536 Interest cost................................................ 2,201 2,305 2,377 1,254 Actual return on plan assets................................. 37 (5,486) (3,037) (1,608) Net amortization and deferral................................ (2,540) 3,063 (88) (14) --------- --------- --------- --------- $ 561 $ 696 $ 297 $ 168 --------- --------- --------- --------- --------- --------- --------- ---------
The actuarial assumptions used in accounting for the plans are as follows:
DECEMBER 31 ---------------------------- JUNE 29, 1995 1996 1997 ---------------- ---------- ---------- Discount rates.............................................. 8.25%-8.75% 7.75% 7.75% Rate of assumed compensation increase....................... 5% 5% 5% Expected long-term rates of return on assets................ 9%-9.5% 9%-11% 9%-11%
The following table sets forth the funded status of the two plans and the amount recognized in the Company's consolidated balance sheets at December 31, 1995 and 1996 and June 29, 1997: F-14 CHEMICAL LEAMAN CORPORATION AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (INCLUDING NOTES APPLICABLE TO UNAUDITED PERIODS) -- (CONTINUED) 4. EMPLOYEE BENEFIT PLANS: -- (CONTINUED)
1995 1996 JUNE 29, 1997 ---------------------------- ---------------------------- ---------------------------- ASSETS EXCEED ACCUMULATED ASSETS EXCEED ACCUMULATED ASSETS EXCEED ACCUMULATED ACCUMULATED BENEFITS ACCUMULATED BENEFITS ACCUMULATED BENEFITS BENEFITS EXCEED ASSETS BENEFITS EXCEED ASSETS BENEFITS EXCEED ASSETS ------------- ------------- ------------- ------------- ------------- ------------- (IN THOUSANDS) Actuarial present value of benefit obligations: Vested................ $ 18,513 $ 7,951 $ 19,686 $ 8,700 $ 20,772 $ 9,341 Nonvested............. 294 292 343 338 296 320 --------- --------- --------- --------- --------- --------- Accumulated benefit obligations........... $ 18,807 $ 8,243 $ 20,029 $ 9,038 21,068 9,661 --------- --------- --------- --------- --------- --------- --------- --------- --------- --------- --------- --------- Projected benefit obligations........... $ 21,424 $ 8,243 $ 22,738 $ 9,038 23,849 9,661 Plan assets at market value................. 22,472 7,407 22,471 7,407 23,571 7,368 --------- --------- --------- --------- --------- --------- Projected benefit obligation less than (in excess of) plan assets................ 1,048 (836) (267) (1,631) (278) (2,293) Unrecognized actuarial gain.................. (4,587) (102) (3,272) 692 (3,287) 1,477 Unrecognized prior service cost.......... 1,721 315 1,721 315 1,541 228 Unrecognized transition amount................ (894) 61 (894) 61 (596) 35 Adjustment required to recognize minimum liability............. -- (274) -- (1,068) -- (1,739) --------- --------- --------- --------- --------- --------- Accrued pension liability, included in other noncurrent liabilities........... $ (2,712) $ (836) $ (2,712) $ (1,631) ($ 2,620) ($ 2,292) --------- --------- --------- --------- --------- --------- --------- --------- --------- --------- --------- ---------
The Company charged to operations payments to multiemployer pension plans required by collective bargaining agreements of $2,471,000, $1,992,000 and $1,870,000 for the years ended December 31, 1994, 1995 and 1996 and $949,000 and $923,000 for the unaudited six month period ended June 30, 1996 and the audited six month period ended June 29, 1997. These defined benefit plans cover substantially all of the Company's union employees not covered under the Company's plan. The actuarial present value of accumulated plan benefits and net assets available for benefits to employees under these multiemployer plans is not readily available (see Note 10). SFAS No. 87, "Employers' Accounting for Pensions", requires the recognition of an additional minimum liability for each defined benefit plan for which the excess of the accumulated benefit obligation over plan assets exceeds the pension liability recorded. A portion of this amount has been offset by the recording of an intangible asset. Because the asset recognized may not exceed the amount of unrecognized prior service cost and transition obligation on an individual plan basis, the balance, net of tax benefits, is reported as a reduction of stockholders' equity at June 29, 1997. F-15 CHEMICAL LEAMAN CORPORATION AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (INCLUDING NOTES APPLICABLE TO UNAUDITED PERIODS) -- (CONTINUED) 5. SENIOR NOTE OFFERING: On June 16, 1997 the Company completed the sale of $100 million of Senior Notes (the "Notes"). The Notes bear interest at a rate per annum of 10 3/8% and are due 2005. The Notes are redeemable at the option of the Company, in whole or in part, at any time on or after June 15, 2001, at redemption prices as defined in the Purchase Agreement. In addition on or prior to June 15, 2000, the Company may redeem up to 25% of the Notes at a redemption price of 110 3/8% with the net proceeds of a Public Equity Offering, provided that not less than $75 million in aggregate principal amount of the Notes is immediately outstanding after giving effect to such redemption. If there is a change of control in the ownership of the Company, each Note holder will have the right to require the Company to purchase all or a portion of such holder's Notes at a purchase price equal to 101% of the principal amount thereof. The Notes rank pari passu in right of payment with all existing and future unsecured and unsubordinated indebtedness of the Company and senior in right of payment to all existing and future subordinated indebtedness of the Company. In connection with the Notes, the Company is subject to certain covenants that among other things, limit (1) the incurrence of additional indebtedness by the Company, (2) the payment of dividends on and redemption of capital stock of the Company, (3) certain investments by the Company, (4) certain sales of assets, and (5) consolidations and mergers of the Company. The Company used the proceeds from the Notes to repay substantially all of the Company's outstanding indebtedness and for working capital and general corporate purposes. The Notes are classified as long-term debt on the consolidated balance sheet as of June 29, 1997 (See Note 6). The Company also entered into the Registration Rights Agreement dated as of the Closing Date (the "Registration Rights Agreement"), among the Company and the Initial Purchasers, pursuant to which the Company granted certain registration rights for the benefit of the holders of the Notes. Under the Registration Rights Agreement, the Company agreed for the benefit of the holders of the Notes that it would, at its own cost (i) within 60 days after the Closing Date file a registration statement (the "Registration Statement") with the Commission with respect to a registered offer to exchange the Notes for New Notes, which will have terms substantially identical to the Notes and (ii) use its best efforts to cause such Registration Statement to be declared effective under the Securities Act within 120 days after the Closing Date. If for any reason the Exchange Offer is not consummated within 150 days after the Closing Date, the Company is obligated under the Registration Rights Agreement to file a shelf registration statement with the Commission covering resales of the Notes. If the Company defaults with respect to its obligations under the Registration Rights Agreement, the Company will be obligated to pay Additional Interest of 0.25% per annum for the first 90-day period (or portion thereof) and an additional 0.25% per annum for each subsequent 90-day period (up to a maximum aggregate increase of 1.00% per annum) until all Registration Defaults have been cured, whereupon the accrual of Additional Interest will cease and the interest rate on the Notes will revert to the original rate. 6. EQUIPMENT OBLIGATIONS AND LONG-TERM DEBT: Long-term debt as of December 31, 1995 and 1996, and June 29, 1997 consists of the following:
DECEMBER 31, JUNE 29, -------------------- ----------- 1995 1996 1997 --------- --------- ----------- (IN THOUSANDS) Senior Notes................................................................. $ -- $ -- $ 100,000 Asset-backed certificate..................................................... 23,000 28,000 -- Capital lease obligations.................................................... 14,863 21,729 2,202 Mortgage notes............................................................... 922 854 -- Less -- Amounts due in one year or less...................................... (2,612) (4,364) (638) --------- --------- ----------- $ 36,173 $ 46,219 $ 101,564 --------- --------- ----------- --------- --------- -----------
F-16 CHEMICAL LEAMAN CORPORATION AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (INCLUDING NOTES APPLICABLE TO UNAUDITED PERIODS) -- (CONTINUED) 6. EQUIPMENT OBLIGATIONS AND LONG-TERM DEBT: -- (CONTINUED) In May 1993, the Company, through one of its wholly owned subsidiaries, sold a $23,000,000 Asset Backed Certificate (the "Certificate") to an insurance company (the "Investor") pursuant to the terms of the related Receivables Contribution and Purchase Agreement and the Pooling and Servicing Agreement (the "Agreements"). The Agreements were amended and restated as of December 16, 1994, and as of December 30, 1996, to allow for increases to the Certificate amount now totaling $28,000,000. The Certificate is secured by the Company's receivables, as defined in the Agreements, and may be repurchased at any time for a purchase price equal to the unpaid principal and interest due. The Certificate bears interest at a per-annum rate equal to the London Interbank Offered Rate ("LIBOR") plus .80%. The Certificate is scheduled to mature in December 1999. In accordance with the terms of the Agreements, the Company held $1,934,000 and $3,541,400 in a restricted cash account at December 31, 1995 and 1996, respectively, and $0 at June 29, 1997. On March 30, 1997, the Agreements were amended and restated and the provision permitting the Company to repurchase the Certificate at any time was eliminated. As a result, the transaction is accounted for as a sale for financial reporting purposes. Accordingly, the Certificate of $28,000,000 and the associated accounts receivable of $28,000,000 are not reflected on the consolidated balance sheet as of June 29, 1997. The capital lease obligations are payable in monthly installments to the year 2001 at interest rates ranging from 6.2% to 12.0%. Equipment obligations as of December 31, 1995 and 1996, and June 29, 1997 consist of the following:
DECEMBER 31, JUNE 29, -------------------- --------- 1995 1996 1997 --------- --------- --------- (IN THOUSANDS) $20,000,000 Revolving Credit Agreement.............................. $ -- $ -- $ -- $12,500,000 Revolving Credit Agreement.............................. 3,479 6,829 -- $26,000,000 Revolving Credit Agreement.............................. 11,355 24,855 -- $10,000,000 Revolving Credit Agreement.............................. -- 8,325 -- Other equipment obligations at interest rates ranging from 7.5% to 12.7%, payable in installments through 2003....................... 14,202 18,432 -- Less -- Amounts due in one year..................................... (4,804) (4,957) -- --------- --------- --------- $ 24,232 $ 53,484 $ -- --------- --------- --------- --------- --------- ---------
In May 1993, the Company entered into a $10,000,000 Revolving Credit Agreement with a bank. The agreement was amended in July 1995 and again in July 1996, and the revolving credit line was increased to $12,500,000. This amended agreement includes a maximum of $8,500,000 in open letters of credit, $3,900,000 of which was utilized at December 31, 1996 and June 29, 1997, respectively. The Company pays letter of credit fees of 2% of the outstanding balance of issued letters of credit, and a commitment fee of .5% on the unused credit line. Borrowings under this agreement bear interest, based upon the election of the Company, at the Base Rate, as defined, plus .75% per annum or the Adjusted LIBOR, as defined, plus 3%. Borrowings are secured by liens against specified revenue equipment. The Company has agreed to various loan covenants, including the maintenance of certain financial conditions and ratios, limitations on mergers, asset sales and purchases, and intercompany advances among other restrictions. The Company was in compliance with all these covenants as of December 31, 1996. This agreement was terminated and all outstanding amounts were repaid in June of 1997 with the proceeds of the Note Offering (See Note 5). F-17 CHEMICAL LEAMAN CORPORATION AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (INCLUDING NOTES APPLICABLE TO UNAUDITED PERIODS) -- (CONTINUED) 6. EQUIPMENT OBLIGATIONS AND LONG-TERM DEBT: -- (CONTINUED) The $26,000,000 Revolving Credit Agreement is with an asset-based lender. Borrowings under this agreement bear interest at rates indexed from .75% to 1.5% above a bank's prime rate, with a floor of 7.5%. This agreement includes a maximum of $3,750,000 in open letters of credit, of which none were drawn at December 31, 1996 and June 29, 1997. Borrowings are secured by liens against certain revenue equipment and are limited to 85% of the depreciated value of that equipment, as defined. The Company has agreed to various loan covenants, including the maintenance of certain financial conditions and ratios, limitations of additional debt or liens, restriction of dividends and limitations on mergers, asset sales and purchases, and intercompany advances, among other restrictions. The Company was in compliance with all these covenants as of December 31, 1996 and June 29, 1997. The agreement is subject to renewal on June 30, 1998, or alternatively it will convert to a 48-month term loan with payments beginning August 1, 1998. The Company also pays letter of credit fees at an annual rate of 2% of the outstanding balance of the issued letters of credit, and fees on the unused credit line at an annual rate of .5%. This agreement was terminated and all outstanding amounts were repaid in June of 1997 with the proceeds of the Note Offering (See Note 5). The $10,000,000 Revolving Credit Agreement is with an asset-based lender. Borrowings under this agreement bear interest rates indexed from .75% to 1.5% above a bank's prime rate, with a floor of 6.5%. Borrowings are secured by liens against certain revenue equipment and are limited to 85% of the depreciated value of that equipment, as defined. The Company has agreed to various loan covenants, including the maintenance of certain financial conditions and ratios, restriction of dividends and limitations on mergers, asset sales and purchases, and intercompany advances, among other restrictions. The Company was in compliance with all these covenants as of December 31, 1996 and June 29, 1997. The agreement is subject to renewal on June 30, 1998, or alternatively it will convert to a 48-month term loan with payments beginning August 1, 1998. The Company also pays fees on the unused credit line at an annual rate of .5%. This agreement was terminated and all outstanding amounts were repaid in June of 1997 with the proceeds of the Note Offering (See Note 5). In connection with the Offering of the Notes, Chemical Leaman Corporation entered into a revolving credit facility with CoreStates Bank, N.A. (the "New Revolving Credit Facility"). The New Revolving Credit Facility provides for up to $20 million of revolving loans and $8.5 million letters of credit. Borrowings under the New Revolving Credit Facility may be used for working capital and the purchase of revenue equipment. Amounts outstanding under the New Revolving Credit Facility will bear interest at a variable rate at the Company's election of (i) the Base Rate (as defined therein) plus 1/2% or (ii) LIBOR (as defined therein) plus 1.80%. The Company will be required to pay a letter of credit fee of 1.80% per annum of letters of credit outstanding and a commitment fee of 3/8% per annum of the unused portion of the facility. The New Revolving Credit Facility will mature in June 2000, subject to a maximum of two annual extensions at the option of the Company upon the approval of CoreStates. The New Revolving Credit Facility was undrawn at June 29, 1997 except for $3.9 million of stand-by letters of credit which were rolled over from an existing facility. The New Revolving Credit Facility is secured by $25 million of revenue equipment held by Chemical Leaman Corporation and availability under the facility is limited to 80% of the value of such equipment. The New Revolving Credit Facility contains financial covenants including a minimum net worth test and a minimum fixed charge coverage ratio. In addition, the New Revolving Credit Facility contains covenants that restrict certain mergers, acquisitions and sales of assets, the incurrence of indebtedness, the payment of dividends, the repurchase of stock, the making of loans to shareholders and the granting of liens. F-18 CHEMICAL LEAMAN CORPORATION AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (INCLUDING NOTES APPLICABLE TO UNAUDITED PERIODS) -- (CONTINUED) 6. EQUIPMENT OBLIGATIONS AND LONG-TERM DEBT: -- (CONTINUED) Annual maturities of debt following June 30, 1998, excluding letters of credit, are as follows:
LONG-TERM EQUIPMENT DEBT OBLIGATIONS ----------- ----------- (IN THOUSANDS) 1998......................................................................... $ 415 $ -- 1999......................................................................... 489 -- 2000......................................................................... 459 -- 2001......................................................................... 201 -- 2002......................................................................... -- -- Subsequent................................................................... 100,000 -- ----------- --------- $ 101,564 $ -- ----------- --------- ----------- ---------
7. STOCKHOLDERS' EQUITY: In April 1996, the Company completed a reverse merger transaction whereby stockholders who owned less than 50 common shares had their shares converted into a right to receive $6,000 per share in cash; 111 shares were converted as a result of this transaction. In October 1996, the Company issued a stock dividend effected in the form of a 199-to-1 stock split to its stockholders whereby each stockholder received 199 shares of common stock for each common share held. The 1995 financial statements have been adjusted to reflect the stock dividend. In 1996, officers of the Company exercised rights for the purchase of 299 shares of common stock at $6,000 per share, and as consideration executed promissory notes in favor of the Company with a maturity date of December 31, 2006, with interest payable annually at the rate of 7.25%. These notes receivable have been classified as a stock subscription receivable in stockholders' equity. In 1995, an officer of the Company exercised rights for the purchase of 76 shares of common stock at $6,000 per share, and as consideration executed a promissory note in favor of the Company with a maturity date of December 31, 2004, and interest payable annually at the rate of 6.83%. This note receivable has been classified as a stock subscription receivable in stockholders' equity. In 1996, the Company canceled certain options that were granted to Company officers and paid $315,000 as consideration to the employees to cancel the options. In 1988, an officer of the Company exercised rights for the purchase of 250 shares of common stock at $6,080 per share, and as consideration executed a promissory note in favor of the Company with a term of 10 years and interest payable annually at the rate of 9.39%. This note receivable has been classified as a stock subscription receivable in stockholders' equity. 8. MANDATORILY REDEEMABLE PREFERRED STOCK: In August 1992, the Company issued Series A Preferred stock (the "Series A Preferred") which has a $20,000 stated value per share and a 6% cumulative dividend payable quarterly, subject to certain legal and contractual limitations. The Series A Preferred can be redeemed at a premium by the Company during the first seven years after issuance, after which time the Company may redeem the Series A Preferred at par value plus accumulated unpaid dividends. After ten years, the Series A Preferred holders have the right to require redemption at par value plus accumulated unpaid dividends. The Company may not amend certain of the terms of the Series A Preferred without the prior written consent of the holders of at least 90% of the then-outstanding shares of Series A Preferred. The F-19 CHEMICAL LEAMAN CORPORATION AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (INCLUDING NOTES APPLICABLE TO UNAUDITED PERIODS) -- (CONTINUED) 8. MANDATORILY REDEEMABLE PREFERRED STOCK: -- (CONTINUED) Company may not issue any class or series of capital stock that is senior in priority to the Series A Preferred while any of the shares thereof are issued and outstanding. The Series A Preferred, as a class, has the right to elect one member of the Board of Directors, but has no other voting rights. The Series A Preferred has no conversion features. In May 1996, the Company converted 151 shares of common stock held by a stockholder into 151 Series B convertible preferred shares (the "Series B Preferred"). The Series B Preferred has a $6,000 stated value per share and a 6% cumulative dividend payable quarterly, subject to certain legal and contractual limitations. After ten years, the Series B Preferred holders have the right to require redemption at par value plus accumulated unpaid dividends. The Series B Preferred is convertible into an equal number of fully paid and nonassessable shares of common stock at the option of the Series B Preferred Stockholders. The Company may not issue any class or series of capital stock that is senior in priority to the Series B Preferred, except for the shares of Series A Preferred, while any of the shares thereof are issued and outstanding. In May 1996, the Company converted 302 shares of common stock held by stockholders into 302 Series C convertible preferred shares (the "Series C Preferred"). The Series C Preferred has a $6,000 stated value per share and an 8% cumulative dividend payable quarterly, subject to certain legal and contractual limitations. After ten years, the Series C Preferred holders have the right to require redemption at par value plus accumulated unpaid dividends. The Series C Preferred has no conversion features. The Company may not issue any class or series of capital stock that is senior in priority to the Series C Preferred, except for the shares of Series A Preferred, while any of the shares thereof are issued and outstanding. The Company's shares of Series C Preferred rank, as to dividends and liquidation, equally with each other, equally with shares of the Series B Preferred, senior and prior to the Company's common stock, and senior to, or on a parity with, classes or series of capital stock (other than the Company's common stock and Series A Preferred) hereafter issued by the Company. 9. LEASES:
DECEMBER 31, -------------------- JUNE 29, 1995 1996 1997 --------- --------- --------- (IN THOUSANDS) Building, revenue equipment and other equipment financed under $ 20,757 $ 30,627 $ 4,904 capital leases.................................................... Less -- Accumulated depreciation.................................... 7,234 10,409 3,313 --------- --------- --------- $ 13,523 $ 20,218 $ 1,591 --------- --------- --------- --------- --------- ---------
The Company leases certain terminal facilities and revenue equipment under noncancellable operating leases with terms ranging through the year 2001. Annual rent expense was $824,000 and $1,369,000 for the years ended December 31, 1995 and 1996, respectively, and $512,000 and $860,000 for the unaudited six month period ended June 30, 1996 and the audited six month period ended June 29, 1997, respectively. F-20 CHEMICAL LEAMAN CORPORATION AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (INCLUDING NOTES APPLICABLE TO UNAUDITED PERIODS) -- (CONTINUED) 9. LEASES: -- (CONTINUED) The following is a schedule of future minimum lease payments for capital and operating leases as of June 29, 1997:
CAPITAL OPERATING LEASES LEASES --------- --------- (IN THOUSANDS) 1997 (6 months)................................................................. $ 464 $ 1,598 1998............................................................................ 829 3,555 1999............................................................................ 730 2,699 2000............................................................................ 517 1,381 2001............................................................................ 169 650 Subsequent...................................................................... 16 2,036 --------- --------- Total minimum lease payments.................................................... 2,725 $ 11,919 --------- --------- Less -- Amount representing interest............................................ 523 --------- Present value of minimum lease payments......................................... $ 2,202 --------- ---------
10. COMMITMENTS AND CONTINGENT LIABILITIES: Commitments to purchase revenue equipment amounted to approximately $5,504,000 and $2,555,000 at December 31, 1996 and June 29, 1997, respectively. In connection with a dispute between the Company and a multiemployer pension plan covering certain of the Company's union employees, the plan's trustees have threatened to terminate the Company's participation in the pension plan with respect to some of its employees. If such termination were to occur, the plan's trustees have indicated that the Company would be required to pay a partial withdrawal liability in the amount of approximately $3.8 million over a period of two years commencing in 1999. The Company is currently negotiating with the trustees concerning a possible settlement of the dispute, which would permit all of the Company's covered operations to continue to participate in the pension plan in exchange for either increased future contributions or increased covered employment. The Company believes that the ultimate resolution of this matter will not have a material adverse effect on the Company's financial condition or results of operations. The Company is a party to a lawsuit filed in 1987 against the Company and approximately 25 other defendants in the Superior Court of New Jersey, Passaic County (A.L.U. Textile Combining Corp. et al. v. Texaco Chemical Co., et al., No. L-23905-87). The approximately 175 plaintiffs seek damages claimed to exceed $100 million resulting from a fire set to a building by trespassing arsonists. The plaintiffs allege that the Company was negligent by delivering a shipment of naphthalene to an outdoor facility where it could be ignited by trespassers. The Company has denied any liability and has asserted cross-claims against the other defendants. Discovery in the lawsuit has not yet been concluded. The Company is currently in negotiations concerning a settlement of the claim. If a settlement cannot be successfully concluded, the Company intends to vigorously defend against the lawsuit and believes that it has meritorious defenses. The Company is involved in other litigation in the normal course of business. After consultation with legal counsel, management is of the opinion that various claims and litigation currently pending will not materially affect the Company's financial position or results of operations (see Note 12). 11. RELATED-PARTY TRANSACTIONS: The Company paid consulting fees of $720,000, $730,000 and $1,251,000 for the years ended December 31, 1994, 1995 and 1996, respectively, and $861,000 and $460,000 for the unaudited six month period ended June 30, 1996 and the audited six month period ended June 29, 1997, respectively, to a director of the Company. The Company also paid consulting fees totaling $149,000, $162,000 and F-21 CHEMICAL LEAMAN CORPORATION AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (INCLUDING NOTES APPLICABLE TO UNAUDITED PERIODS) -- (CONTINUED) 11. RELATED-PARTY TRANSACTIONS: -- (CONTINUED) $162,000 for the years ended December 31, 1994, 1995 and 1996, respectively, and $72,000 and $81,000 for the unaudited six month period ended June 30, 1996 and the audited six month period ended June 29, 1997, respectively, to certain preferred stockholders. On December 11, 1995, the Company and a consulting firm ("the Consulting Firm") entered into a Service Agreement under which the Consulting Firm agreed to assist in the development and implementation of the Company's new information technology system on a fee for service basis. The president, controlling stockholder and a director of the Consulting Firm is a director of the Company. In addition, on July 1, 1996, the Company and this director entered into a Consulting Agreement for this director to assist the Company with the management of its new information technology system. The Consulting Agreement provides for this director to receive a consulting fee of $20,834 per month and the potential to receive a bonus of up to 100% of the base consulting fee, payable at the end of 1996 and 1997. The Consulting Agreement has a termination date of December 31, 1997. The Company paid $670,000 and $2,525,000 for the years ended December 31, 1995 and 1996, respectively, and $1,273,000 and $1,375,000 for the unaudited six month period ended June 30, 1996 and audited six month period ended June 29, 1997 to this director. During 1995, the Company extended a $2,500,000 loan to its Chairman and Chief Executive Officer. The loan is evidenced by a promissory note and bears interest at 8.25% per annum. Interest under this loan is payable annually, and the principal is due upon maturity at December 31, 2004. During 1996, the Company extended an additional $1,000,000 loan to this officer. This loan is also scheduled to mature December 31, 2004, and bears interest at a rate of 6.50% per annum. The loan amounts are included in notes receivable on the consolidated balance sheets. 12. ENVIRONMENTAL MATTERS: For a number of years the Company has been involved in two sites that have been designated as Superfund sites by the United States Environmental Protection Agency ("EPA") located in Bridgeport, New Jersey and West Caln Township, Pennsylvania. Bridgeport, New Jersey. During 1991, the Company entered into a Consent Decree with the EPA filed in the U.S. District Court for the District of New Jersey, U.S. v. Chemical Leaman Tank Lines, Inc., Civil Action No. 91-2637 (JFG) (D.N.J.), with respect to its site located in Bridgeport, New Jersey, requiring the Company to remediate groundwater contamination. The Consent Decree allowed the Company to undertake Remedial Design and Remedial Action ("RD/RA") related to the groundwater operable unit of the cleanup. Costs associated with performing the RD/RA were $1.2 million in 1996. No decision has been made as to the extent of soil remediation to be required, if any. In August 1994, the EPA issued a Record of Decision ("ROD") selecting a remedy for the wetlands operable unit at the Bridgeport site. The Company has submitted comments to the EPA that vigorously dispute the merits of the EPA's remedy. In the last quarter of 1996, the EPA issued demands to the Company for reimbursement of approximately $2.5 million in alleged EPA past response costs at the site for the groundwater and wetlands operable units, and the Company expects that additional demands may be issued in the future. The government has not made a claim against the Company for natural resource damages. The Company and the EPA are negotiating a settlement of the EPA's response cost claims. If the EPA accepts the Company's latest offer, the Company will be permitted to reimburse the EPA's cost at the site over a three year period at a total cost of $3.3 million, plus interest. The Company is in litigation with its insurers to recover its costs in connection with the environmental cleanup at the Bridgeport site. On April 7, 1993, the U.S. District Court for the District of New Jersey entered a judgment requiring the insurers to reimburse the Company for substantially all past and future environmental cleanup costs at the Bridgeport site. The insurers appealed the judgment F-22 CHEMICAL LEAMAN CORPORATION AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (INCLUDING NOTES APPLICABLE TO UNAUDITED PERIODS) -- (CONTINUED) 12. ENVIRONMENTAL MATTERS: -- (CONTINUED) to the U.S. Court of Appeals for the Third Circuit, but before the appeal was decided the Company and its primary insurer settled all of the Company's claims, including claims asserted or to be asserted at other sites, for $11.5 million. This insurer dismissed its appeal, but the excess carriers did not. On June 20, 1996, the U.S. Court of Appeals affirmed the judgment against the excess insurance carriers, except for the allocation of liability among applicable policies, and remanded the case for an allocation of damage liability among the insurers and applicable policies on a several basis. The allocation proceeding and the Company's petition for recovery of its legal costs are presently pending before the U.S. District Court. It is the belief of environmental counsel to the Company, and management, that receipt of insurance proceeds sufficient to recover all or substantially all of the costs of remediating the Bridgeport site, including attorney fees and expenses, is likely to occur. The Company capitalized $1,647,000 and $4,243,000 during 1995 and 1996, respectively, and $421,000 during the six month period ended June 29, 1997, of current costs related to the Bridgeport site based upon their probable future recovery. The deferred costs of $9,437,000, $13,680,000 and $14,101,000 are classified as recoverable costs in the consolidated balance sheets at December 31, 1995 and 1996, and June 29, 1997, respectively. West Caln Township, Pennsylvania. The EPA has alleged that the Company disposed of hazardous materials at the William Dick Lagoons Superfund Site located in West Caln Township, Pennsylvania. In 1991, the EPA issued ROD I, requiring the installation of a public water supply for some residents near the site. In November 1991, the EPA issued special notice letters to the Company and another potentially responsible party ("PRP") soliciting implementation of ROD I. In March 1992, the EPA issued a unilateral order to the Company and the other party directing them to implement ROD I. The Company declined to comply based on its belief that it had sufficient cause not to comply. In April 1993, the EPA issued ROD II, selecting a remedy for the soil remediation phase of this cleanup program. The EPA and the Company agreed that the Company would be afforded the opportunity to implement its preferred remedy for the soil remediation phase and to settle its differences with the EPA regarding the public water supply issue. Pursuant to a Consent Decree lodged with the U.S. District Court for the Eastern District of Pennsylvania on October 10, 1995, U.S. v. Chemical Leaman Tank Lines, Inc., Civil Action No. 95-CV-4264 (RJB) (E.D.P.A.), the Company paid the EPA $713,674 in June 1996, $713,674 in October 1996, and approximately $300,000 in November 1995, and established a $300,000 irrevocable standby letter of credit. These payments settled EPA's claim relating to past response costs and failure to install a public water supply in accordance with ROD I. The Consent Decree requires the Company to make an additional payment to EPA of $700,000 in October 1997, perform an interim groundwater remedy at the site, and finance the soil remedy at an estimated cost of approximately $4.1 million. The Consent Decree does not cover the final groundwater remedy or other site remedies, or claims, if any, for natural resource damages. Other Sites. On August 5, 1992, the Company entered into a CD with the City and State of New York settling its liability for alleged contamination of five municipal landfills located in New York City. The CD, which was entered by the United States District Court for the Southern District of New York on August 7, 1992, obligated the Company to pay to the State of New York $133,227 by September 16, 1992. This payment was made as required. The CD also obligated the Company to pay the City of New York $1,419,183 on June 30, 1995. The Company and the City of New York agreed in principle to a deferral of the June 30, 1995 payment in exchange for an increase in the total amount due from the Company. In accordance with that agreement, the Company paid the City of New York $500,000 in June 1995. Three additional payments of $250,000 were made on March 31, 1996, June 30, 1996, and March 30, 1997. A final payment of $379,576 was made on June 30, 1997. F-23 CHEMICAL LEAMAN CORPORATION AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (INCLUDING NOTES APPLICABLE TO UNAUDITED PERIODS) -- (CONTINUED) 12. ENVIRONMENTAL MATTERS: -- (CONTINUED) In addition, the Company has also been named as a defendant and a potentially responsible party at a number of former waste disposal sites. In these matters the Company's involvement is relatively limited and generally arises out of shipment of wastes by or for the Company in the ordinary course of business over many years to contaminated sites owned and operated by third parties. Although the extent and timing of the litigation, settlement and possible cleanup costs at the foregoing sites, other than certain phases of the Bridgeport and West Caln Township sites, are not reasonably estimable at this time, it is anticipated that the Company will expend substantial amounts with respect to such sites. The Company has recorded total charges (credits) to income of $2,700,000, $2,388,000 and $2,280,000 for the years ended December 31, 1994, 1995 and 1996, respectively, and $(1,392,000) and $760,000 for the unaudited six month period ended June 30, 1996 and the audited six month period ended June 29, 1997, respectively, with regard to the foregoing environmental cleanup and related charges. At December 31, 1995 and 1996, and June 29, 1997, the reserve for environmental liabilities was approximately, $15,309,000, $13,115,000 and $12,400,000, respectively, and this reserve is included in estimated self-insurance liabilities in the consolidated balance sheets. 13. INVESTMENT: The Company has a zero coupon bond of $2,236,000, which is required as security under the Company's insurance program. The bond is scheduled to mature February 15, 2016. The bond is classified as held-to-maturity, and has a value of $737,000 which consists of the initial purchase price and accretion of income and is included in other assets on the consolidated balance sheets. 14. ACQUISITION: In June 1996, the Company and BMI Transportation, Inc. ("BMI") signed an asset purchase agreement in which the Company purchased certain assets (equipment and receivables) and assumed certain liabilities, as defined, of Fleet Transport Company, Inc. ("Fleet"), a division of BMI. The consideration for the assets purchased was $15,500,000 and the assumption of capital lease obligations of approximately $7,400,000. Additionally, the Company assumed certain operating leases related to revenue equipment. The Company retained $1,500,000 of the purchase price to be utilized to perform any necessary or appropriate environmental cleanup on the facilities purchased from BMI. This amount is reflected as a liability in the consolidated balance sheet. To the extent the Company does not utilize the $1,500,000 on or prior to the second anniversary of the closing date, the Company is required to pay one half of the unused portion to BMI with interest thereon at an annual rate of 8%. The balance of the unused portion is required to be paid to BMI on the third anniversary of the closing date with interest thereon at an annual rate of 8%. The acquisition was accounted for under the purchase method of accounting. Based on the allocation of the purchase price, no goodwill resulted from this acquisition. Under the terms of the asset purchase agreement, there is an additional contingent payment of up to a maximum of $7,000,000 that the Company is required to make if revenues and earnings of Fleet exceed certain levels, as defined, for the 12-month period ended June 29, 1997. Based on the revenues and earnings of Fleet for the 12-month period ended June 29, 1997, the Company does not anticipate making the contingent payment. Operating results for Fleet are included in the Company's consolidated statement of operations beginning June 29, 1996. The accompanying statement of operations for the year ended December 31, 1996 and the audited six month period ended June 29, 1997, includes $461,000 and $711,000, respectively, of net loss attributable to the Fleet acquisition. F-24 CHEMICAL LEAMAN CORPORATION AND SUBSIDIARIES SCHEDULE II -- VALUATION AND QUALIFYING ACCOUNTS (IN THOUSANDS OF DOLLARS)
BALANCE AT BEGINNING OF BALANCE AT PERIOD ADDITIONS DEDUCTIONS END OF PERIOD ------------------ ----------- ----------- ------------- FOR SIX MONTH PERIOD ENDED JUNE 29, 1997 Accounts receivable allowance for doubtful accounts.... 570 225 (131) 664 FOR YEAR ENDED DECEMBER 31, 1996 Accounts receivable allowance for doubtful accounts.... 323 318 (71) 570 FOR YEAR ENDED DECEMBER 31, 1995 Accounts receivable allowance for doubtful accounts.... 212 338 (227) 323
F-25 ================================================================================ ALL TENDERED OLD NOTES, EXECUTED LETTERS OF TRANSMITTAL AND OTHER RELATED DOCUMENTS SHOULD BE DIRECTED TO THE EXCHANGE AGENT. QUESTIONS AND REQUESTS FOR ASSISTANCE AND REQUESTS FOR ADDITIONAL COPIES OF THE PROSPECTUS, THE LETTER OF TRANSMITTAL AND OTHER RELATED DOCUMENTS SHOULD BE ADDRESSED TO THE EXCHANGE AGENT AS FOLLOWS. BY MAIL: FIRST UNION NATIONAL BANK 1525 WEST W. T. HARRIS BLVD. 3C3 CHARLOTTE, NORTH CAROLINA 28288 ATTENTION: MICHAEL KLOTZ FACSIMILE TRANSMISSION: (704) 590-7628 BY HAND/OVERNIGHT EXPRESS: FIRST UNION NATIONAL BANK 1525 WEST W. T. HARRIS BLVD. 3C3 CHARLOTTE, NORTH CAROLINA 28288 ATTENTION: MICHAEL KLOTZ FACSIMILE TRANSMISSION: (704) 590-7628 TO CONFIRM RECEIPT: (704) 590-7408 (ORIGINALS OF ALL DOCUMENTS SUBMITTED BY FACSIMILE SHOULD BE SENT PROMPTLY BY HAND, OVERNIGHT COURIER OR REGISTERED OR CERTIFIED MAIL) NO DEALER, SALESPERSON OR OTHER PERSON IS AUTHORIZED IN CONNECTION WITH ANY OFFERING MADE HEREBY TO GIVE ANY INFORMATION OR TO MAKE ANY REPRESENTATION NOT CONTAINED IN THIS PROSPECTUS, AND, IF GIVEN OR MADE, SUCH INFORMATION OR REPRESENTATIONS MUST NOT BE RELIED UPON AS HAVING BEEN AUTHORIZED BY THE COMPANY. THIS PROSPECTUS DOES NOT CONSTITUTE AN OFFER TO SELL OR A SOLICITATION OF AN OFFER TO BUY ANY SECURITY OTHER THAN THE SECURITIES OFFERED HEREBY, NOR DOES IT CONSTITUTE AN OFFER TO SELL OR A SOLICITATION OF AN OFFER TO BUY ANY OF THE SECURITIES OFFERED HEREBY TO ANY PERSON IN ANY JURISDICTION IN WHICH IT IS UNLAWFUL TO MAKE SUCH AN OFFER OR SOLICITATION TO SUCH PERSON. NEITHER THE DELIVERY OF THIS PROSPECTUS NOR ANY SALE MADE HEREUNDER SHALL UNDER ANY CIRCUMSTANCE CREATE ANY IMPLICATION THAT THE INFORMATION CONTAINED HEREIN IS CORRECT AS OF ANY DATE SUBSEQUENT TO THE DATE HEREOF. ================================================================================ ================================================================================ OFFER TO EXCHANGE ALL OUTSTANDING 10 3/8% SENIOR NOTES DUE 2005 ($100,000,000 PRINCIPAL AMOUNT) FOR 10 3/8% SENIOR NOTES DUE 2005 [LOGO] CHEMICAL LEAMAN CORPORATION ------------------ PROSPECTUS ------------------ , 1997 ================================================================================ PART II INFORMATION NOT REQUIRED IN PROSPECTUS ITEM 20. INDEMNIFICATION OF DIRECTORS AND OFFICERS Chemical Leaman Corporation (the "Company") is a Pennsylvania corporation. Sections 513 and 518 of the Pennsylvania Corporations and Unincorporated Associations statute (the "Associations Code"), Sections 1741-1750 of the Pennsylvania Business Corporation Law of 1988 (the "BCL") and the Company's By-Laws provide for indemnification of the Company's directors and officers. As permitted under Section 518 of the Associations Code and 1741-1750 of the BCL, the Company's By-Laws provide that the Company shall indemnify directors and officers against all expenses incurred in connection with actions, suits (whether civil, criminal, administrative or investigative, including derivative actions) threatened or pending against or completed with respect to, such officer or director (including expenses incurred or to be incurred by virtue of being called as a witness) by reason of the fact that he or she is or was a officer or director of the Company, or by reason of the fact that such officer or director serves or served as an employee or agent of any entity at the Company's request, unless the act or failure to act on the part of the officer or director giving rise to the claim for indemnification is determined by a court to have constituted willful misconduct or recklessness. In addition, the Company's By-Laws, consistent of Section 1713 of the BCL, state that the responsibility or liability of the Company's directors will not be limited if such liability arises out of a breach or failure by such officer or director to perform his or her duties under the BCL and such breach or failure to perform said duties constituted self-dealing or wilful misconduct or recklessness. Moreover, under the BCL and the Company's By-Laws, the personal liability of the Company's officers and directors shall not be limited if the responsibility or liability arises under or any criminal statute or the liability concerns the payment of tax pursuant to federal, state or local law. Section 1745 of the BCL and the Company's By-Laws permit the Company to pay expenses incurred in connection with any such action, suit or proceeding in advance of the final disposition of such action, suit or proceeding upon the Company receipt of an undertaking by or on behalf of the representative to repay the amount so advanced if said person is ultimately determined not to be entitled to indemnification under the BCL or the By-Laws. The By-Laws provide that the Company's officers and directors shall have the right to employ his or her own legal counsel in such action, but the fees and expenses of such counsel incurred after notice from the Company of its assumption of the defense thereof shall be at the expense of such person unless: (i) the employment of legal counsel by such person shall have been authorized by the Company; (ii) such person shall have reasonably concluded that there may be a conflict of interest between the Company and such person in the conduct of the defense of such proceeding; or (iii) the Company shall in fact have employed legal counsel to assume the defense of such action. The Company shall not be entitled to assume the defense of any proceeding brought by or on behalf of the Company or as to which such person shall have reasonably concluded that there may be a conflict of interest if indemnification under the By-Laws or advancement of expenses are not paid or made by the Company, or on its behalf, within 90 days after a written claim for indemnification or a request for an advancement of expenses has been received by the Company; and such person may, at any time thereafter, bring suit against the Company to recover the unpaid amount of the claim or the advancement of expenses. The By-Laws, in accordance with Section 518 of the Associations Code and Section 1750 of the BCL, further provide that indemnification and advancement of expenses shall, unless otherwise provided when authorized, continue as to a person who has ceased to be a director, officer, employee or agent; and, pursuant to Section 1747 of the BCL, the By-Laws also provide that the Company shall have the power to purchase and maintain insurance on behalf of any person who is a director, officer, employee or agent of the Company, or who is serving at the request of the Company against any liability asserted against him or her and incurred in any such capacity, or arising out of his or her status as such, whether or not the Company would have the power to indemnify him or her against such liability under the BCL. II-1 Under the Company's By-laws, it is the policy of the Company to indemnify officers and directors to the fullest extent permitted by law, and Section 1743 of the BCL mandates indemnification against expenses, including attorney's fees, actually and reasonably incurred by an officer, director or representative when such individuals are ultimately successful on the merits or otherwise in defense of any third-party action or proceedings, or of any derivative or corporate actions, or in defense of any claim, issue or matter therein. The foregoing discussion is qualified in its entirety by reference to the Associations Code, the BCL and the By-Laws of the Company. ITEM 21. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES (a) Exhibits.
EXHIBIT NO. EXHIBIT - ------------ ------- 1.1 Purchase Agreement, dated as of June 10, 1997, by and among Chemical Leaman Corporation and Merrill Lynch, Pierce, Fenner & Smith Incorporated and Schroder Wertheim & Co. Incorporated. 2.1 Asset Purchase Agreement, dated June 28, 1996, among Fleet Transport Company, Inc., Fleet Transport Va., Inc., Bulk Storage, Inc., BMI Transportation, Inc., Fleet Acquisition Corporation and Chemical Leaman Corporation. 2.2 Plan of Merger between CLC Merger Corp. and Chemical Leaman Corporation, effective March 25, 1996. 3.1 Articles of Incorporation of Chemical Leaman Corporation as amended. 3.2 By-Laws of Chemical Leaman Corporation. 4.1 Indenture, dated as of June 16, 1997, between Chemical Leaman Corporation and First Union National Bank, as trustee, relating to the 10 3/8% Senior Notes due 2005 of Chemical Leaman Company. 4.2 Form of New Note (contained in Exhibit 4.1 as Exhibit A-2). *5.1 Opinion of Pepper, Hamilton & Scheetz LLP regarding legality of the securities being registered. 10.1 Registration Rights Agreement, dated as of June 16, 1997, by and among Chemical Leaman Corporation and Merrill Lynch, Pierce, Fenner & Smith & Co. Incorporated and Schroder Wertheim & Co. Incorporated. 10.2 Revolving Credit Agreement, dated as of June 16, 1997, between Chemical Leaman Corporation and CoreStates Bank, N.A. 10.3 Purchase Agreement, dated September 10, 1996, between Chemical Leaman Corporation and David M. Boucher. 10.4 Promissory Note, dated September 10, 1996, for $262,500 by David M. Boucher to Chemical Leaman Corporation. 10.5 Pledge Agreement, dated September 10, 1996, by and between Chemical Leaman Corporation and David M. Boucher. 10.6 Letter Agreement for cancellation of stock options, dated September 10, 1996, by and between Chemical Leaman Corporation and Eugene C. Parkerson. 10.7 Purchase Agreement, dated September 10, 1996, between Chemical Leaman Corporation and Eugene C. Parkerson.
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EXHIBIT NO. EXHIBIT - ------------ ------- 10.8 Promissory Note, dated September 10, 1996, for $244,844 by Eugene C. Parkerson to Chemical Leaman Corporation. 10.9 Pledge Agreement, dated September 10, 1996, by and between Chemical Leaman Corporation and Eugene C. Parkerson. 10.10 Amendment to Stock Purchase and Pledge Agreement, dated September 10, 1996, by and between Chemical Leaman Corporation and Philip J. Ringo. 10.11 Promissory Note, dated September 10, 1996, for $67,500 by Philip J. Ringo to Chemical Leaman Corporation. 10.12 Stock Purchase and Pledge Agreement, dated August 9, 1995, between Chemical Leaman Corporation and Philip J. Ringo. 10.13 Promissory Note, dated August 9, 1995, for $456,000 by Philip J. Ringo to Chemical Leaman Corporation. 10.14 Letter Agreement for cancellation of stock options, dated September 10, 1996, by and between Chemical Leaman Corporation and Reuben M. Rosenthal. 10.15 Purchase Agreement, dated September 10, 1996, between Chemical Leaman Corporation and Reuben M. Rosenthal. 10.16 Promissory Note, dated September 10, 1996, for $188,088 by Reuben M. Rosenthal to Chemical Leaman Corporation. 10.17 Pledge Agreement, dated September 10, 1996 by and between Chemical Leaman Corporation and Reuben M. Rosenthal. 10.18 Purchase Agreement, dated September 10, 1996, between Chemical Leaman Corporation and Fernando C. Colon-Osorio. 10.19 Promissory Note, dated September 10, 1996, for $209,250 by Fernando C. Colon-Osorio to Chemical Leaman Corporation. 10.20 Pledge Agreement, dated September 10, 1996, by and between Chemical Leaman Corporation and Fernando C. Colon-Osorio. 10.21 Promissory Note, dated November 10, 1988, for $1,520,000 by David R. Hamilton to Chemical Leaman Corporation. 10.22 Promissory Note, dated January 25, 1995, for $2,500,000 by David R. Hamilton to Chemical Leaman Corporation. 10.23 Promissory Note, dated January 2, 1996, for $1,000,000 by David R. Hamilton to Chemical Leaman Corporation. 10.24 Consultant Agreement, dated January 1, 1995, by and between Chemical Leaman Corporation and George McFadden. 10.25 Service Agreement, dated December 11, 1995, by and between Chemical Leaman Tank Lines, Inc. and Acumen Consulting Group, Inc. 10.26 Consulting Agreement, dated July 1, 1996, by and between Chemical Leaman Corporation and Fernando C. Colon-Osorio. 10.27 Consulting Agreement, dated July 1, 1996, by and between Samuel F. Niness, Jr. and Chemical Leaman Tank Lines, Inc.
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EXHIBIT NO. EXHIBIT - ------------ -------- 10.28 Agreement and Release, dated June 10, 1994, by and between Charles Fernald and Chemical Leaman Corporation. 10.29 Letter Agreement for employment, dated June 1, 1995, by and among Chemical Leaman Corporation, Chemical Leaman Tank Lines, Inc., David R. Hamilton, George McFadden and Philip J. Ringo. 10.30 Amendment to Letter Agreement, dated October 31, 1995, by and among Chemical Leaman Corporation, Chemical Leaman Tank Lines, Inc. and Philip J. Ringo. 10.31 Exchange Agreement, dated May 22, 1996, by and between Chemical Leaman Corporation and Karen Lloyd. 10.32 Uniform Bulk Motor Carrier Contract, dated October 1, 1991, by and between Chemical Leaman Tank Lines, Inc. and The Dow Chemical Company. 10.33 Lease Agreement, dated November 14, 1979, by and between Pickering Place and Chemical Leaman Corporation. 10.34 Revolving Credit Agreement, dated June 28, 1996, by and among Fleet Acquisition Corporation and Associates Commercial Corporation; First Amendment thereto dated as of December 31, 1996; and Second Amendment thereto dated as of March 30, 1997. 10.35 Amended and Restated Revolving Credit Agreement, dated as of January 1, 1994, by and among Chemical Leaman Tank Lines, Inc. ("CLTL") and Associates Commercial Corporation; First Amendment thereto dated as of June 6, 1994; Second Amendment thereto dated as of June 30, 1994; Third Amendment thereto dated as of December 31, 1994; Fourth Amendment thereto dated as of June 30, 1995; Fifth Amendment thereto dated as of December 31, 1995; Sixth Amendment thereto dated as of April 11, 1996; Seventh Amendment thereto dated as of June 30, 1996; Eighth Amendment thereto dated as of December 31, 1996; and Ninth Amendment thereto dated as of March 30, 1997. 10.36 Credit Agreement, dated July 31, 1995, by and between CLTL and CoreStates Bank, N.A.; Amendment No. 1 thereto dated May 31, 1996; Amendment No. 2 thereto dated July 31, 1996; Amendment No. 3 thereto dated November 22, 1996; and Amendment No. 4 thereto dated January 13, 1997. 10.37 Receivables Contribution and Purchase Agreement, dated as of May 14, 1993, by and among CLTL, Quala Systems, Inc., Chemical Leaman Corporation, and Pickering Way Funding Corp.; First Amendment thereto dated as of December 16, 1994; Second Amendment thereto dated as of December 30, 1996; and Third Amendment thereto dated as of March 30, 1997. 10.38 Pickering Way Funding Trust Pooling and Servicing Agreement, dated as of May 14, 1993, by and among Pickering Way Funding Corp., Chemical Leaman Corporation, and Fidelity Bank; First Amendment thereto dated as of December 16, 1994; Second Amendment thereto dated as of June 23, 1995; Second Amendment thereto dated as of December 30, 1996, by and among Pickering Way Funding Corp., Chemical Leaman Corporation, and First Union National Bank (as successor interest to Fidelity Bank); Third Amendment thereto dated as of March 30, 1997; and Fourth Amendment thereto dated as of June 11, 1997. 10.39 Certificate Purchase Agreement, dated December 30, 1996, by and among Pickering, First Union National Bank and Transamerica Life Insurance and Annuity Company.
II-4
EXHIBIT NO. EXHIBIT - ------------ ------- 10.40 Service Marketing Services Agreement, dated May 19, 1995, between Union Pacific Railroad Company and CLTL. 12.1 Statement regarding computation of ratio of earnings to fixed charges for Chemical Leaman Corporation. 21.1 Subsidiaries of Chemical Leaman Corporation. 23.1 Consent of Arthur Andersen LLP, independent public accountants. *23.2 Consent of Pepper, Hamilton & Scheetz LLP (to be included in Exhibit 5.1). 24(a) Certified Board Resolution re Power of Attorney of Certain Directors. 24(b) Power of Attorney of Certain Directors (included on page II-8 of the Registration Statement). 25.1 Statement of Eligibility under the Trust Indenture Act of 1939 of First Union National Bank on Form T-1. 27.1 Financial Data Schedule. 99.1 Form of Letter of Transmittal for the 10 3/8% Senior Notes due 2005. 99.2 Form of Notice of Guaranteed Delivery.
- ------------------ * To be filed by amendment. II-5 (b) Financial Statement Schedules Certain schedules have been omitted because they are not applicable, not required, or the required information is included in the Financial Statements or the notes thereto. ITEM 22. UNDERTAKINGS. Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the Registrant pursuant to the foregoing provisions, or otherwise, the Registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred or paid by a director, officer or controlling person of the Registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue. II-6 SIGNATURES Pursuant to the requirements of the Securities Act of 1933, the registrant, Chemical Leaman Corporation, has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized in the city of Exton, Commonwealth of Pennsylvania, on the 4th day of August, 1997. By: /s/ DAVID R. HAMILTON --------------------------------- David R. Hamilton Chairman of the Board, Chief Executive Officer and President KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints David R. Hamilton and David M. Boucher, and each or either of them, as his true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this registration statement, or any registration statement for the same offering that is to be effective upon filing pursuant to Rule 462(b) under the Securities Act of 1933, as amended, and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorney-in-fact and agent, full power and authority to do and perform each and every act and thing requisite or necessary to be done in and about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof. Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed on August 4, 1997 by the following persons in the capacities indicated: SIGNATURES TITLE ---------- ----- By: /s/ DAVID R. HAMILTON Chairman of the Board, ------------------------------ Chief Executive Officer David R. Hamilton and President By: /s/ DAVID M. BOUCHER Senior Vice President, ------------------------------ Chief Financial Officer, David M. Boucher Secretary, Director. By: /s/ EUGENE C. PARKERSON Executive Vice President, ------------------------------ Administration; Director Eugene C. Parkerson By: /s/ PHILIP J. RINGO Director ------------------------------ Philip J. Ringo By: /s/ REUBEN M. ROSENTHAL Director ------------------------------ Reuben M. Rosenthal By: /s/ FERNANDO C. COLON-OSORIO Director ------------------------------ Fernando C. Colon-Osorio II-7 SIGNATURES TITLE ---------- ----- By: /s/ G. MICHAEL CRONK Director ------------------------------ G. Michael Cronk By: /s/ CHARLES E. FERNALD, JR. Director ------------------------------ Charles E. Fernald, Jr. By: /s/ SAMUEL C. HAMILTON, JR. Director ------------------------------ Samuel C. Hamilton, Jr. By: /s/ JOHN H. MCFADDEN Director ------------------------------ John H. McFadden By: /s/ GEORGE MCFADDEN Director ------------------------------ George McFadden By: /s/ SAMUEL F. NINESS, JR. Director ------------------------------ Samuel F. Niness, Jr. II-8 EXHIBIT INDEX
NUMBER AND DESCRIPTION OF EXHIBIT - --------------------------------- 1.1 Purchase Agreement, dated as of June 10, 1997, by and among Chemical Leaman Corporation and Merrill Lynch, Pierce, Fenner & Smith Incorporated and Schroder Wertheim & Co. Incorporated. 2.1 Asset Purchase Agreement, dated June 28, 1996, among Fleet Transport Company, Inc., Fleet Transport Va., Inc., Bulk Storage, Inc., BMI Transportation, Inc., Fleet Acquisition Corporation and Chemical Leaman Corporation. 2.2 Plan of Merger between CLC Merger Corp. and Chemical Leaman Corporation, effective March 25, 1996. 3.1 Articles of Incorporation of Chemical Leaman Corporation as amended. 3.2 By-Laws of Chemical Leaman Corporation. 4.1 Indenture, dated as of June 16, 1997, between Chemical Leaman Corporation and First Union National Bank, as trustee, relating to the 10 3/8% Senior Notes due 2005 of Chemical Leaman Company. 10.1 Registration Rights Agreement, dated as of June 16, 1997, by and among Chemical Leaman Corporation and Merrill Lynch, Pierce, Fenner & Smith & Co. Incorporated and Schroder Wertheim & Co. Incorporated. 10.2 Revolving Credit Agreement, dated as of June 16, 1997, between Chemical Leaman Corporation and CoreStates Bank, N.A. 10.3 Purchase Agreement, dated September 10, 1996, between Chemical Leaman Corporation and David M. Boucher. 10.4 Promissory Note, dated September 10, 1996, for $262,500 by David M. Boucher to Chemical Leaman Corporation. 10.5 Pledge Agreement, dated September 10, 1996, by and between Chemical Leaman Corporation and David M. Boucher. 10.6 Letter Agreement for cancellation of stock options, dated September 10, 1996, by and between Chemical Leaman Corporation and Eugene C. Parkerson. 10.7 Purchase Agreement, dated September 10, 1996, between Chemical Leaman Corporation and Eugene C. Parkerson. 10.8 Promissory Note, dated September 10, 1996, for $244,844 by Eugene C. Parkerson to Chemical Leaman Corporation. 10.9 Pledge Agreement, dated September 10, 1996, by and between Chemical Leaman Corporation and Eugene C. Parkerson. 10.10 Amendment to Stock Purchase and Pledge Agreement, dated September 10, 1996, by and between Chemical Leaman Corporation and Philip J. Ringo. 10.11 Promissory Note, dated September 10, 1996, for $67,500 by Philip J. Ringo to Chemical Leaman Corporation. 10.12 Stock Purchase and Pledge Agreement, dated August 9, 1995, between Chemical Leaman Corporation and Philip J. Ringo.
NUMBER AND DESCRIPTION OF EXHIBIT - --------------------------------- 10.13 Promissory Note, dated August 9, 1995, for $456,000 by Philip J. Ringo to Chemical Leaman Corporation. 10.14 Letter Agreement for cancellation of stock options, dated September 10, 1996, by and between Chemical Leaman Corporation and Reuben M. Rosenthal. 10.15 Purchase Agreement, dated September 10, 1996, between Chemical Leaman Corporation and Reuben M. Rosenthal. 10.16 Promissory Note, dated September 10, 1996, for $188,088 by Reuben M. Rosenthal to Chemical Leaman Corporation. 10.17 Pledge Agreement, dated September 10, 1996 by and between Chemical Leaman Corporation and Reuben M. Rosenthal. 10.18 Purchase Agreement, dated September 10, 1996, between Chemical Leaman Corporation and Fernando C. Colon-Osorio. 10.19 Promissory Note, dated September 10, 1996, for $209,250 by Fernando C. Colon-Osorio to Chemical Leaman Corporation. 10.20 Pledge Agreement, dated September 10, 1996, by and between Chemical Leaman Corporation and Fernando C. Colon-Osorio. 10.21 Promissory Note, dated November 10, 1988, for $1,520,000 by David R. Hamilton to Chemical Leaman Corporation. 10.22 Promissory Note, dated January 25, 1995, for $2,500,000 by David R. Hamilton to Chemical Leaman Corporation. 10.23 Promissory Note, dated January 2, 1996, for $1,000,000 by David R. Hamilton to Chemical Leaman Corporation. 10.24 Consultant Agreement, dated January 1, 1995, by and between Chemical Leaman Corporation and George McFadden. 10.25 Service Agreement, dated December 11, 1995, by and between Chemical Leaman Tank Lines, Inc. and Acumen Consulting Group, Inc. 10.26 Consulting Agreement, dated July 1, 1996, by and between Chemical Leaman Corporation and Fernando C. Colon-Osorio. 10.27 Consulting Agreement, dated July 1, 1996, by and between Samuel F. Niness, Jr. and Chemical Leaman Tank Lines, Inc. 10.28 Agreement and Release, dated June 10, 1994, by and between Charles Fernald and Chemical Leaman Corporation. 10.29 Letter Agreement for employment, dated June 1, 1995, by and among Chemical Leaman Corporation, Chemical Leaman Tank Lines, Inc., David R. Hamilton, George McFadden and Philip J. Ringo. 10.30 Amendment to Letter Agreement, dated October 31, 1995, by and among Chemical Leaman Corporation, Chemical Leaman Tank Lines, Inc. and Philip J. Ringo. 10.31 Exchange Agreement, dated May 22, 1996, by and between Chemical Leaman Corporation and Karen Lloyd.
NUMBER AND DESCRIPTION OF EXHIBIT - --------------------------------- 10.32 Uniform Bulk Motor Carrier Contract, dated October 1, 1991, by and between Chemical Leaman Tank Lines, Inc. and The Dow Chemical Company. 10.33 Lease Agreement, dated November 14, 1979, by and between Pickering Place and Chemical Leaman Corporation. 10.34 Revolving Credit Agreement, dated June 28, 1996, by and among Fleet Acquisition Corporation and Associates Commercial Corporation; First Amendment thereto dated as of December 31, 1996; and Second Amendment thereto dated as of March 30, 1997. 10.35 Amended and Restated Revolving Credit Agreement, dated as of January 1, 1994, by and among Chemical Leaman Tank Lines, Inc. ("CLTL") and Associates Commercial Corporation; First Amendment thereto dated as of June 6, 1994; Second Amendment thereto dated as of June 30, 1994; Third Amendment thereto dated as of December 31, 1994; Fourth Amendment thereto dated as of June 30, 1995; Fifth Amendment thereto dated as of December 31, 1995; Sixth Amendment thereto dated as of April 11, 1996; Seventh Amendment thereto dated as of June 30, 1996; Eighth Amendment thereto dated as of December 31, 1996; and Ninth Amendment thereto dated as of March 30, 1997. 10.36 Credit Agreement, dated July 31, 1995, by and between CLTL and CoreStates Bank, N.A.; Amendment No. 1 thereto dated May 31, 1996; Amendment No. 2 thereto dated July 31, 1996; Amendment No. 3 thereto dated November 22, 1996; and Amendment No. 4 thereto dated January 13, 1997. 10.37 Receivables Contribution and Purchase Agreement, dated as of May 14, 1993, by and among CLTL, Quala Systems, Inc., Chemical Leaman Corporation, and Pickering Way Funding Corp.; First Amendment thereto dated as of December 16, 1994; Second Amendment thereto dated as of December 30, 1996; and Third Amendment thereto dated as of March 30, 1997. 10.38 Pickering Way Funding Trust Pooling and Servicing Agreement, dated as of May 14, 1993, by and among Pickering Way Funding Corp., Chemical Leaman Corporation, and Fidelity Bank; First Amendment thereto dated as of December 16, 1994; Second Amendment thereto dated as of June 23, 1995; Second Amendment thereto dated as of December 30, 1996, by and among Pickering Way Funding Corp., Chemical Leaman Corporation, and First Union National Bank (as successor interest to Fidelity Bank); Third Amendment thereto dated as of March 30, 1997; and Fourth Amendment thereto dated as of June 11, 1997. 10.39 Certificate Purchase Agreement, dated December 30, 1996, by and among Pickering, First Union National Bank and Transamerica Life Insurance and Annuity Company. 10.40 Service Marketing Services Agreement, dated May 19, 1995, between Union Pacific Railroad Company and CLTL. 12.1 Statement regarding computation of ratio of earnings to fixed charges for Chemical Leaman Corporation. 21.1 Subsidiaries of Chemical Leaman Corporation.
NUMBER AND DESCRIPTION OF EXHIBIT - --------------------------------- 23.1 Consent of Arthur Andersen LLP, independent public accountants. 24(a) Certified Board Resolution re Power of Attorney of Certain Directors. 24(b) Power of Attorney of Certain Directors (included on page II-8 of the Registration Statement). 25.1 Statement of Eligibility under the Trust Indenture Act of 1939 of First Union National Bank on Form T-1. 27.1 Financial Data Schedule. 99.1 Form of Letter of Transmittal for the 10 3/8% Senior Notes due 2005. 99.2 Form of Notice of Guaranteed Delivery.
EX-1.1 2 PURCHASE AGREEMENT CHEMICAL LEAMAN CORPORATION $100,000,000 10-3/8% Senior Notes due 2005 PURCHASE AGREEMENT Dated as of June 10, 1997 $100,000,000 CHEMICAL LEAMAN CORPORATION (a Pennsylvania corporation) 10-3/8% Senior Notes due 2005 PURCHASE AGREEMENT June 10, 1997 MERRILL LYNCH & CO. Merrill Lynch, Pierce, Fenner & Smith Incorporated Schroder Wertheim & Co. Incorporated as Representatives of the several Initial Purchasers c/o Merrill Lynch & Co. Merrill Lynch, Pierce, Fenner & Smith Incorporated North Tower World Financial Center New York, New York 10281-1209 Ladies and Gentlemen: Chemical Leaman Corporation, a Pennsylvania corporation (the "Company"), confirms its agreement with Merrill Lynch & Co., Merrill Lynch, Pierce, Fenner & Smith Incorporated ("Merrill Lynch") and each of the other Initial Purchasers named in Schedule A hereto (collectively, the "Initial Purchasers," which term shall also include any initial purchaser substituted as hereinafter provided in Section 11 hereof), for whom Merrill Lynch and Schroder Wertheim & Co. Incorporated are acting as representatives (in such capacity, the "Representatives"), with respect to the issue and sale by the Company and the purchase by the Initial Purchasers, acting severally and not jointly, of the respective principal amounts set forth in Schedule A hereto of $100,000,000 aggregate principal amount of the Company's 10-3/8% Senior Notes due 2005 (the "Securities"). The Securities are to be issued pursuant to an indenture dated as of June 16, 1997 (the "Indenture") between the Company and First Union National Bank, as trustee (the "Trustee"). Securities issued in book-entry form will be issued to Cede & Co. as nominee of The Depository Trust Company ("DTC") pursuant to a letter agreement, to be dated as of the Closing Time (as defined in Section 2(b) hereof) (the "DTC Agreement"), among the Company, the Trustee and DTC. The Company understands that the Initial Purchasers propose to make an offering of the Securities on the terms and in the manner set forth herein and agrees that the Initial Purchasers may resell, subject to the conditions set forth herein, all or a portion of the Securities to purchasers ("Subsequent Purchasers") at any time after the date of this Agreement. The Securities are to be offered and sold through the Initial Purchasers without being registered under the Securities Act of 1933, as amended (the "1933 Act"), in reliance upon exemptions therefrom. Pursuant to the terms of the Securities and the Indenture, investors that acquire Securities may only resell or otherwise transfer such Securities if such Securities are hereafter registered under the 1933 Act or if an exemption from the registration requirements of the 1933 Act is available (including the exemption afforded by Rule 144A ("Rule 144A"), Rule 144 ("Rule 144") or Regulation S ("Regulation S") of the rules and regulations promulgated under the 1933 Act by the Securities and Exchange Commission (the "Commission")). The Company has prepared and delivered to each Initial Purchaser copies of a preliminary offering memorandum dated May 29, 1997 (the "Preliminary Offering Memorandum") and has prepared and will deliver to each Initial Purchaser, on the date hereof or the next succeeding day, copies of a final offering memorandum dated June 10, 1997 (the "Final Offering Memorandum"), each for use by such Initial Purchaser in connection with its solicitation of purchases of, or offering of, the Securities. "Offering Memorandum" means, with respect to any date or time referred to in this Agreement, the most recent offering memorandum (whether the Preliminary Offering Memorandum or the Final Offering Memorandum, or any amendment or supplement to either such document), including exhibits thereto, which has been prepared and delivered by the Company to the Initial Purchasers in connection with their solicitation of purchases of, or offering of, the Securities. The holders of Securities (including the Initial Purchasers and their direct and indirect transferees) will be entitled to the benefits of a registration rights agreement, to be dated as of June 16, 1997 (the "Registration Rights Agreement"), between the Company and the Initial Purchasers. Pursuant to the Registration Rights Agreement, the Company will agree to file with the Commission under the circumstances set forth therein (i) a registration statement under the 1933 Act registering the Exchange Securities (as defined in the Registration Rights Agreement) to be offered in exchange for -2- the Securities and to use its best efforts to cause such registration statement to be declared effective and/or (ii) a shelf registration statement pursuant to Rule 415 under the 1933 Act relating to the resale of the Securities by holders thereof or, if applicable, relating to the resale of Private Exchange Securities (as defined in the Registration Rights Agreement) by the Initial Purchasers and to use its best efforts to cause such shelf registration statement to be declared effective. This Agreement, the Indenture, the Securities, the Exchange Securities, the Private Exchange Securities and the Registration Rights Agreement are sometimes referred to herein collectively as the "Operative Documents." All references in this Agreement to financial statements and schedules and other information which is "contained," "included" or "stated" in the Offering Memorandum (or other references of like import) shall be deemed to mean and include all such financial statements and schedules and other information which are incorporated by reference in the Offering Memorandum. Capitalized terms used herein and not defined herein shall have the meanings ascribed in the Indenture. SECTION 1. Representations and Warranties. (a) The Company represents and warrants to each Initial Purchaser as of the date hereof and as of the Closing Time, and agrees with each Initial Purchaser as follows: (i) Neither the Company nor any of its affiliates (as defined in Rule 501(b) under the 1933 Act) ("Affiliates") has, directly or indirectly, solicited any offer to buy or offered to sell, and will, directly or indirectly, solicit any offer to buy or offer to sell, in the United States or to any United States citizen or resident, any security which is or would be integrated with the sale of the Securities in a manner that would require the Securities to be registered under the 1933 Act. (ii) The Preliminary Offering Memorandum as of its date did not, and the Final Offering Memorandum as of the date hereof does not, and at the Closing Time the Final Offering Memorandum will not, include an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the -3- circumstances under which they were made, not misleading; provided, however, that this representation, warranty and agreement shall not apply to statements in or omissions from the Preliminary Offering Memorandum or the Final Offering Memorandum made in reliance upon and in conformity with information furnished to the Company in writing by any Initial Purchaser through Merrill Lynch expressly for use therein. (iii) The accountants who certified the financial statements and supporting schedules included in the Offering Memorandum are independent certified public accountants with respect to the Company and its subsidiaries within the meaning of Regulation S-X under the 1933 Act. (iv) The financial statements, together with the related schedules and notes, included in the Offering Memorandum present fairly the financial position of the Company and its consolidated subsidiaries at the dates indicated and the statement of operations, stockholders' equity and cash flows of the Company and its consolidated subsidiaries for the periods specified; said financial statements have been prepared in conformity with generally accepted accounting principles ("GAAP") applied on a consistent basis throughout the periods involved. The supporting schedules, if any, included in the Offering Memorandum present fairly in accordance with GAAP the information required to be stated therein. The selected consolidated financial data and the summary consolidated financial data included in the Offering Memorandum present fairly the information shown therein and have been compiled on a basis consistent with that of the audited financial statements included in the Offering Memorandum. The statistical information and other market-related data included in the Offering Memorandum presents fairly, in all material respects, the information shown thereby and is derived from sources which the Company believes is accurate in all material respects. (v) Since the respective dates as of which information is given in the Offering Memorandum, except as otherwise stated therein, (A) there has been no material adverse change in the condition, financial or otherwise, or in the earnings, business affairs or business prospects of the Company and the Subsidiaries (as defined in Section 1(a)(vii)) considered as one enterprise, whether or not arising in the ordinary course of business (a "Material Adverse Change"), (B) there have been no transactions entered into by the Company or any of -4- the Subsidiaries, other than those in the ordinary course of business, which are material with respect to the Company and the Subsidiaries considered as one enterprise, and (C) there has been no dividend or distribution of any kind declared, paid or made by the Company on any class of its capital stock. (vi) The Company has been duly organized and is validly existing as a corporation in good standing under the laws of the Commonwealth of Pennsylvania and has corporate power and authority to own, lease and operate its properties and to conduct its business as described in the Offering Memorandum and to enter into and perform its obligations under the Operative Documents; and the Company is duly qualified as a foreign corporation to transact business and is in good standing in each other jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure so to qualify or to be in good standing would not have a material adverse effect on the condition, financial or otherwise, or on the earnings, business affairs or business prospects of the Company and the Subsidiaries considered as one enterprise (a "Material Adverse Effect"). (vii) The entities listed on Schedule C hereto are the only subsidiaries, direct and indirect, of the Company (collectively, the "Subsidiaries"). Each Subsidiary has been duly organized and is validly existing as a corporation in good standing under the laws of the jurisdiction of its incorporation, has corporate power and authority to own, lease and operate its properties and to conduct its business as described in the Offering Memorandum and is duly qualified as a foreign corporation to transact business and is in good standing in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure so to qualify or to be in good standing would not have a Material Adverse Effect; except as otherwise disclosed in the Offering Memorandum, all of the issued and outstanding capital stock of each Subsidiary has been duly authorized and validly issued, is fully paid and non-assessable and is owned by the Company, directly or through Subsidiaries, free and clear of any security interest, mortgage, pledge, lien, encumbrance, claim or equity; none of the -5- outstanding shares of capital stock of the Subsidiaries was issued in violation of any preemptive or similar rights arising by operation of law, or under the charter or by-laws of any Subsidiary or under any agreement to which the Company or any Subsidiary is a party. (viii) The authorized, issued and outstanding capital stock of the Company is as set forth in the Offering Memorandum in the column entitled "Actual" under the caption "Capitalization"; all of the issued and outstanding shares of the capital stock of the Company has been duly authorized and validly issued, is fully paid and non-assessable; none of the issued and outstanding shares of capital stock of the Company was issued in violation of any preemptive rights or similar rights arising by operation of law or under the charter or by-laws of the Company or under any agreement to which the Company is a party. (ix) This Agreement has been duly authorized, executed and delivered by the Company. (x) The Indenture has been duly authorized by the Company and, at the Closing Time, will have been duly executed and delivered by the Company and will constitute a valid and binding agreement of the Company, enforceable against the Company in accordance with its terms, except as the enforcement thereof may be limited by bankruptcy, insolvency (including, without limitation, all laws relating to fraudulent transfers), reorganization, moratorium or other similar laws relating to or affecting enforcement of creditors' rights generally or by general principles of equity (regardless of whether enforcement is considered in a proceeding in equity or at law). (xi) The Registration Rights Agreement has been duly authorized by the Company and, at the Closing Time, will have been duly executed and delivered by the Company and will constitute a valid and binding agreement of the Company, enforceable against the Company in accordance with its terms, except (i) as the enforcement thereof may be limited by bankruptcy, insolvency (including, without limitation, all laws relating to fraudulent transfers), reorganization, moratorium or other similar laws relating to or affecting enforcement of creditors' rights generally or by general principles of equity (regardless of whether enforcement is considered in a proceeding in equity or at law) and (ii) as the enforcement of rights to indemnification and contribution thereunder may be limited by federal or state securities laws or regulations or the public policy underlying such laws or regulations. -6- (xii) The Securities have been duly authorized by the Company and, at the Closing Time, will have been duly executed by the Company and, when authenticated in the manner provided for in the Indenture and delivered against payment of the purchase price therefor as provided in this Agreement, will constitute valid and binding obligations of the Company, enforceable against the Company in accordance with their terms, except as the enforcement thereof may be limited by bankruptcy, insolvency (including, without limitation, all laws relating to fraudulent transfers), reorganization, moratorium or other similar laws relating to or affecting enforcement of creditors' rights generally, or by general principles of equity (regardless of whether enforcement is considered in a proceeding in equity or at law), and will be in the form contemplated by, and entitled to the benefits of, the Indenture. (xiii) The Exchange Securities and the Private Exchange Securities have been duly authorized by the Company and, when executed by the Company and authenticated in the manner provided for in the Indenture and delivered in exchange for the Securities in accordance with the terms of the Registration Rights Agreement, will constitute valid and binding obligations of the Company, enforceable against the Company in accordance with their terms, except as the enforcement thereof may be limited by bankruptcy, insolvency (including, without limitation, all laws relating to fraudulent transfers), reorganization, moratorium or other similar laws relating to or affecting enforcement of creditors' rights generally, or by general principles of equity (regardless of whether enforcement is considered in a proceeding in equity or at law), and will be in the form contemplated by, and entitled to the benefits of, the Indenture. (xiv) The New Revolving Credit Facility has been duly authorized by the Company and, at the Closing Time, will have been duly executed and delivered by the Company and will constitute a valid and binding agreement of the Company, enforceable against the Company in accordance with its terms, except as the enforcement thereof may be limited by bankruptcy, insolvency (including, without limitation, all laws relating to fraudulent transfers), reorganization, moratorium or other similar laws relating to or affecting enforcement of creditors' rights generally or by general principles of equity (regardless of whether enforcement is considered in a proceeding in equity or at law). -7 (xv) The Securities, the Exchange Securities, the Registration Rights Agreement and the Indenture will conform in all material respects to the respective statements relating thereto contained in the Offering Memorandum. (xvi) Neither the Company nor any of the Subsidiaries is in violation of its charter or by-laws or in default in the performance or observance of any obligation, agreement, covenant or condition contained in any contract, indenture, mortgage, deed of trust, loan or credit agreement, note, lease or other agreement or instrument to which the Company or any of the Subsidiaries is a party or by which any of them may be bound, or to which any of the property or assets of the Company or any of the Subsidiaries is subject (collectively, the "Agreements and Instruments"), except for such defaults that would not have, individually or in the aggregate, a Material Adverse Effect; and the execution, delivery and performance of each of the Operative Documents and the New Revolving Credit Facility and any other agreement or instrument entered into or issued or to be entered into or issued by the Company in connection with the transactions contemplated hereby or thereby or in the Offering Memorandum and the consummation of the transactions contemplated herein and in the Offering Memorandum (including the issuance and sale of the Securities and the use of the proceeds from the sale of the Securities as described in the Offering Memorandum under the caption "Use of Proceeds" and the issuance and delivery of the Exchange Securities and the Private Exchange Securities, if any) and compliance by the Company with its obligations hereunder and thereunder have been duly authorized by all necessary corporate action and do not and will not, whether with or without the giving of notice or passage of time or both, conflict with or constitute a breach of, or default or a Repayment Event (as defined below) under, or a violation of or result in the creation or imposition of any lien, charge or encumbrance upon any property or assets of the Company or any of the Subsidiaries pursuant to, the Agreements and Instruments, the charter or by-laws of the Company or any of the Subsidiaries or any applicable law, statute, rule, regulation, judgment, order, writ or decree of any government, government instrumentality or court, domestic or foreign, having jurisdiction over the Company or any of its subsidiaries or any of their respective assets or properties. As used herein, a "Repayment Event" means any event or condition which gives the holder of any note, debenture or -8- other evidence of indebtedness (or any person acting on such holder's behalf) the right to require the repurchase, redemption or repayment of all or a portion of such indebtedness by the Company or any of the Subsidiaries. (xvii) (A) No labor dispute with the employees of the Company or any of the Subsidiaries exists or, to the knowledge of the Company, is imminent, and (B) the Company is not aware of any existing or imminent labor disturbance by the employees of any of its or any of the Subsidiaries' principal suppliers, manufacturers, customers or contractors, which, in the case of either (A) or (B), would have a Material Adverse Effect. (xviii) Except as disclosed in the Offering Memorandum, there is no action, suit, proceeding, inquiry or investigation before or by any court or governmental agency or body, domestic or foreign, now pending, or, to the knowledge of the Company, threatened, against or affecting the Company or any of the Subsidiaries or any of their respective properties or assets which would have, individually or in the aggregate, a Material Adverse Effect, or which would materially and adversely affect the properties or assets of the Company or any of the Subsidiaries or the performance by the Company of its obligations under the Operative Documents and the New Revolving Credit Facility. The aggregate of all pending legal or governmental proceedings to which the Company or any of the Subsidiaries is a party or of which any of their respective property or assets is the subject which are not described in the Offering Memorandum, including ordinary routine litigation incidental to the business, would not have, individually or in the aggregate, a Material Adverse Effect. (xix) The Company and the Subsidiaries own or possess, or can acquire on reasonable terms, adequate patents, patent rights, licenses, inventions, copyrights, know-how (including trade secrets and other unpatented and/or unpatentable proprietary or confidential information, systems or procedures), trademarks, service marks, trade names or other intellectual property (collectively, "Intellectual Property") necessary to carry on the business now operated by them, and neither the Company nor any of the Subsidiaries has received any notice or is otherwise aware of any infringement of or conflict with asserted rights of others with respect to any Intellectual Property or of any facts or circumstances which would render any Intellectual Property invalid or inadequate to protect the interest of the Company or any of the -9- Subsidiaries therein, and which infringement or conflict (if the subject of any unfavorable decision, ruling or finding) or invalidity or inadequacy would have, individually or in the aggregate, a Material Adverse Effect. (xx) Subject to the assumptions set forth in Section 1(a)(xxxi) below, no filing with, or authorization, approval, consent, license, order, registration, qualification or decree of, any court or governmental authority or agency is necessary or required in connection with the offering, issuance or sale of the Securities, the Exchange Securities or the Private Exchange Securities, the performance by the Company of its obligations under the Operative Documents or the consummation of the transactions contemplated thereby, except as may be required (A) in connection with the registration of the Exchange Securities or the Private Exchange Securities under the 1933 Act or the qualification of the Indenture under the 1939 Act (as defined in paragraph (xxxi) below) pursuant to the Registration Rights Agreement or (B) pursuant to state securities or "blue sky" laws. (xxi) The Company and the Subsidiaries possess such permits, licenses, approvals, consents and other authorizations (collectively, "Governmental Licenses") issued by the appropriate federal, state, local or foreign regulatory agencies or bodies (including, without limitation, the U.S. Department of Transportation ("DOT"), the Federal Highway Administration, the Surface Transportation Board and any applicable state highway and transportation agencies), that are necessary to conduct the business now operated by them; the Company and the Subsidiaries are in compliance with the terms and conditions of all such Governmental Licenses, except where the failure so to comply would not, individually or in the aggregate, have a Material Adverse Effect; all of the Governmental Licenses are valid and in full force and effect, except when the invalidity of such Governmental Licenses or the failure of such Governmental Licenses to be in full force and effect would not have, individually or in the aggregate, a Material Adverse Effect; neither the Company nor any of the Subsidiaries has received any notice of proceedings relating to the revocation or modification of any such Governmental Licenses that, if the subject of an unfavorable decision, ruling or finding, would have, individually or in the aggregate, a Material Adverse Effect. -10- (xxii) Neither the Company nor any of the Subsidiaries is in violation of any law, ordinance, administrative or governmental rule or regulation or court decree applicable to it or any of its properties or assets, except for such violations that would not, individually or in the aggregate, have a Material Adverse Effect. (xxiii) The Company and the Subsidiaries have good and marketable title to all real and other property owned by the Company and the Subsidiaries, in each case, after giving effect to the transactions contemplated herein, free and clear of all mortgages, pledges, liens, security interests, claims, restrictions or encumbrances of any kind, except such as (a) are described in the Offering Memorandum or (b) do not, individually or in the aggregate, materially affect the value of such property and do not interfere with the use made and proposed to be made (including the sale thereof) of such property by the Company or any of the Subsidiaries; and all of the leases and subleases material to the business of the Company and the Subsidiaries, considered as one enterprise, and under which the Company or any of the Subsidiaries holds properties described in the Offering Memorandum, are in full force and effect, and neither the Company nor any of the Subsidiaries has any notice of any material claim of any sort that has been asserted by anyone adverse to the rights of the Company or any of the Subsidiaries under any of the leases or subleases mentioned above, or affecting or questioning the rights of the Company or any of the Subsidiaries to the continued possession of the leased or subleased premises under any such lease or sublease, except for such claims that would not, individually or in the aggregate, have a Material Adverse Effect. (xxiv) The Company and the Subsidiaries have filed all federal, state, local and foreign tax returns that are required to be filed or have duly requested extensions thereof and have paid all taxes required to be paid by any of them and any related assessments, fines or penalties, except for any such tax, assessment, fine or penalty that is being contested in good faith and by appropriate proceedings and for which adequate reserves have been made in accordance with GAAP; and adequate charges, accruals and reserves have been provided for in the financial statements included in the Offering Memorandum in respect of all federal, state, local and foreign taxes for all periods as to which the tax liability of the Company or any of the Subsidiaries has not -11- been finally determined or remains open to examination by applicable taxing authorities. (xxv) Other than as disclosed in the Offering Memorandum, none of the Company nor any of the Subsidiaries has any profit sharing, deferred compensation, stock option, stock purchase, phantom stock or similar plans, including agreements evidencing rights to purchase securities or to share in the profits of the Company or any of the Subsidiaries, which would be required to be disclosed in a registration statement on Form S-1 under the 1933 Act. (xxvi) Except as described in the Offering Memorandum and except as would not have, individually or in the aggregate, a Material Adverse Effect, (A) neither the Company nor any of the Subsidiaries is in violation of, or has received any notice that it is subject to liability under, any federal, state, local or foreign statute, law, rule, regulation, ordinance, code, or rule of common law and any judicial or administrative interpretation thereof including any judicial or administrative order, decree, judgment or injunction, relating to pollution or protection of human health or the environment (including, without limitation, ambient air, indoor air, surface water, groundwater, land surface or subsurface strata and natural resources), including, without limitation, those relating to the release or threatened release of chemicals, pollutants, contaminants, wastes, toxic substances, hazardous substances or constituents, petroleum or petroleum products or any other substances or materials subject to regulation under Environmental Laws (collectively, "Hazardous Materials") or to the manufacture, processing, distribution, use, treatment, storage, disposal, transport or handling of Hazardous Materials (collectively, "Environmental Laws"), (B) the Company and the Subsidiaries have, or have filed timely application for, all permits, licenses, authorizations and approvals required under any applicable Environmental Laws, all of which are in full force and effect, and are each in compliance with their requirements, (C) there are no pending or, to the knowledge of the Company, threatened administrative, regulatory or judicial actions, suits, demands, demand letters, claims, liens, notices of noncompliance, violation or potential responsibility or liability, investigation or proceedings pursuant to any Environmental Law against the Company or any of the Subsidiaries, or to the knowledge of the Company, any of their respective predecessors-in-interest for which the Company or any of the -12- Subsidiaries is liable and (D) there are no past or present events, conditions or circumstances which would reasonably be expected to form the basis of an order to conduct response or corrective action, or an action, suit or proceeding by any private party or governmental agency, against or affecting, or requiring capital or operating expenditures by, the Company or any of the Subsidiaries pursuant to any Environmental Laws. (xxvii) Except as described in the Offering Memorandum, neither the Company nor any of the Subsidiaries has incurred any liability for any prohibited transaction or funding deficiency or any complete or partial withdrawal liability with respect to any pension, profit sharing or other plan which is subject to the Employee Retirement Income Security Act of 1974, as amended ("ERISA"), to which the Company or the Subsidiaries makes or ever has made a contribution and in which any employee of the Company or any such Subsidiary is or has ever been a participant, which in the aggregate would have a Material Adverse Effect. With respect to such plans, each of the Company and the Subsidiaries is in compliance in all respects with all applicable provisions of ERISA, except where the failure to so comply would not, individually or in the aggregate, have a Material Adverse Effect. (xxviii) The Company is not, and upon the issuance and sale of the Securities as herein contemplated and the application of the net proceeds therefrom as described in the Offering Memorandum, will not be, an "investment company" or an entity "controlled" by an "investment company" as such terms are defined in the Investment Company Act of 1940, as amended (the "1940 Act"). (xxix) The Securities are eligible for resale pursuant to Rule 144A and will not be, at the Closing Time, of the same class as securities listed on a national securities exchange registered under Section 6 of the Securities Exchange Act of 1934, as amended (the "1934 Act"), or quoted in a U.S. automated interdealer quotation system. (xxx) None of the Company, its Affiliates, or any person acting on its or any of their behalf (other than the Initial Purchasers, as to which the Company makes no representation) has engaged or will engage, in connection with the offering of the Securities, in any form of general solicitation or general advertising within the meaning of Rule 502(c) under the 1933 Act or has offered or -13- will offer the Securities in any manner involving a public offering within the meaning of Section 4(2) of the 1933 Act. (xxxi) Assuming that the representations and warranties of the Initial Purchasers contained in Section 2(c) are true, correct and complete, and assuming compliance by the Initial Purchasers with their covenants in Section 6, and assuming that the representations and warranties contained in the Transferee Letters of Representation substantially in the form of Annex A to the Offering Memorandum (the "Transferee Letters") completed by Institutional Accredited Investors (as defined in Section 6(a)(i)) purchasing Securities from the Initial Purchasers are true and correct as of the Closing Time, and assuming compliance by such Institutional Accredited Investors with the agreements in the Transferee Letters, it is not necessary in connection with the offer, sale and delivery of the Securities to the Initial Purchasers and to each Subsequent Purchaser in the manner contemplated by this Agreement and the Offering Memorandum to register the Securities under the 1933 Act or to qualify the Indenture under the Trust Indenture Act of 1939, as amended (the "1939 Act"). (xxxii) With respect to those Securities sold in reliance on Regulation S, (A) none of the Company, its Affiliates or any person acting on its or their behalf (other than the Initial Purchasers, as to whom the Company makes no representation) has engaged or will engage in any directed selling efforts within the meaning of Regulation S and (B) each of the Company and its Affiliates and any person acting on its or their behalf (other than the Initial Purchasers, as to whom the Company makes no representation) has complied and will comply with the offering restrictions requirement of Regulation S. (xxxiii) Neither the consummation of the transactions contemplated hereby nor the sale, issuance, execution or delivery of the Securities, nor the application of the proceeds therefrom (if applied as described in the Offering Memorandum under the caption "Use of Proceeds"), will violate Regulation G (12 C.F.R. Part 207), T (12 C.F.R. Part 220), U (12 C.F.R. Part 221) or X (12 C.F.R. Part 224) of the Board of Governors of the Federal Reserve System. (xxxiv) Neither the Company nor any of the Subsidiaries nor any of their respective directors, officers or controlling persons has taken, directly or indirectly, any action designed, or which might -14- reasonably be expected to cause or result, under the 1934 Act, in, or which has constituted, stabilization or manipulation of the price of any security of the Company to facilitate the sale or resale of the Securities, the Exchange Securities or the Private Exchange Securities. (b) Any certificate signed by any officer of the Company or any of the Subsidiaries delivered to the Representatives or to counsel for the Initial Purchasers shall be deemed a representation and warranty by the Company to each Initial Purchaser as to the matters covered thereby. SECTION 2. Sale and Delivery to Initial Purchasers; Closing. (a) On the basis of the representations and warranties herein contained and subject to the terms and conditions herein set forth, the Company agrees to sell to each Initial Purchaser, severally and not jointly, and each Initial Purchaser, severally and not jointly, agrees to purchase from the Company, at the price set forth in Schedule B hereto, the aggregate principal amount of Securities set forth in Schedule A hereto opposite the name of such Initial Purchaser, plus any additional principal amount of Securities which such Initial Purchaser may become obligated to purchase pursuant to the provisions of Section 11 hereof. (b) Payment of the purchase price for, and delivery of certificates in definitive form for, the Securities shall be made at the offices of Cahill Gordon & Reindel, 80 Pine Street, New York, New York 10005, or at such other place as shall be agreed upon by Merrill Lynch and the Company, at 9:00 A.M. (New York City time) on June 16, 1997 (unless postponed in accordance with the provisions of Section 11), or such other time not later than ten business days after such date as shall be agreed upon by Merrill Lynch and the Company (such time and date of payment and delivery being herein called the "Closing Time"). Payment shall be made to the Company by wire transfer of immediately available funds to a bank account designated by the Company, against delivery to Merrill Lynch for the respective accounts of the Initial Purchasers of certificates for the Securities to be purchased by them. It is understood that each Initial Purchaser has authorized Merrill Lynch, for its account, to accept delivery of, receipt for, and make payment of the purchase price for, the Securities which it has agreed to purchase. Merrill Lynch, individually and not -15- as representative of the Initial Purchasers, may (but shall not be obligated to) make payment of the purchase price for the Securities to be purchased by any Initial Purchaser whose funds have not been received by, the Closing Time, but such payment shall not relieve such Initial Purchaser from its obligations hereunder. The certificates representing the Securities shall be registered in such names and in such denominations as the Initial Purchasers may request not less than two full business days in advance of Closing Time and shall be made available for examination and packaging by the Initial Purchasers in New York, New York not later than 10:00 A.M. (New York City time) on the last business day prior to the Closing Time. (c) Each Initial Purchaser severally and not jointly represents and warrants to, and agrees with, the Company that it is a "qualified institutional buyer" within the meaning of Rule 144A under the 1933 Act (a "Qualified Institutional Buyer") and an "accredited investor" within the meaning of Rule 501(a) under the 1933 Act (an "Accredited Investor"). SECTION 3. Covenants of the Company. The Company covenants with each Initial Purchaser as follows: (a) The Company has furnished or, as promptly as possible, will furnish to each Initial Purchaser, without charge, such number of copies of the Preliminary Offering Memorandum, the Final Offering Memorandum and any amendments and supplements thereto as such Initial Purchaser may reasonably request. (b) The Company will immediately notify each Initial Purchaser, and confirm such notice in writing, of (x) any filing made by the Company of information relating to the offering of the Securities with any securities exchange or any other regulatory body in the United States or any other jurisdiction, and (y) prior to the completion of the placement of the Securities by the Initial Purchasers as evidenced by a notice in writing from the Initial Purchasers to the Company (from the date hereof to such completion, the "Offering Period"), any material changes in or affecting the earnings, business affairs or business prospects of the Company and the Subsidiaries which (i) make any statement in the Offering Memorandum false or misleading or (ii) are not disclosed in the Offering Memorandum. In such event or if during the Offering Period any event shall occur as a result of which it is necessary, in the reasonable opinion of the Company, its counsel, the Initial Purchasers or counsel for the Initial Purchasers, -16- to amend or supplement the Offering Memorandum in order that the Offering Memorandum not include any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances then existing, not misleading or if, in the opinion of the Company, its counsel, the Initial Purchasers, or counsel for the Initial Purchasers, such amendment or supplement is necessary to comply with applicable law, the Company will (subject to Section 3(c) hereof) forthwith amend or supplement the Offering Memorandum by preparing and furnishing to each Initial Purchaser an amendment or amendments of, or a supplement or supplements to, the Offering Memorandum (in such number as the Initial Purchasers may reasonably request), at its own expense, so that, as so amended or supplemented, the Offering Memorandum will not include an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances existing at the time it is delivered to a Subsequent Purchaser, not misleading or so that the Offering Memorandum, as so amended or supplemented, shall comply with applicable law, as the case may be. The Company agrees to notify the Initial Purchasers in writing to suspend use of the Offering Memorandum as promptly as practicable after the occurrence of an event specified in clause (y) of this paragraph (b), and the Initial Purchasers hereby agree as promptly as practicable after receipt of such notice from the Company to suspend use of the Offering Memorandum until the Company has amended or supplemented the Offering Memorandum to correct such misstatement or omission or to effect such compliance. (c) The Company will advise each Initial Purchaser promptly of any proposal to amend or supplement the Offering Memorandum during the Offering Period and will not effect such amendment or supplement without the prior written consent of the Initial Purchasers. Neither the consent of the Initial Purchasers, nor the Initial Purchaser's delivery of any such amendment or supplement, shall constitute a waiver of any of the conditions set forth in Section 5 hereof. (d) The Company will use its best efforts, in cooperation with the Initial Purchasers, to qualify the Securities for offering and sale under the applicable securities laws of such jurisdictions as the Representatives may designate and will maintain such qualifications in effect as long as required for the resale of the Securities by the -17- Initial Purchasers as contemplated herein; provided, however, that the Company shall not be obligated to file any general consent to service of process or to qualify as a foreign corporation or as a dealer in securities in any jurisdiction in which it is not so qualified or to subject itself to taxation in respect of doing business in any jurisdiction in which it is not otherwise so subject. (e) The Company shall take all reasonable action necessary to enable Standard & Poor's Ratings Group, a division of McGraw Hill, Inc. ("S&P"), and Moody's Investors Service, Inc. ("Moody's") to provide their respective credit ratings of the Securities. (f) The Company will cooperate with the Representatives and use its best efforts to permit the Securities to be eligible for clearance and settlement through the facilities of DTC and to be designated as PORTAL Securities in accordance with the rules and regulations of the National Association of Securities Dealers, Inc. (g) The Company will use the net proceeds received by it from the sale of the Securities in the manner specified in the Offering Memorandum under the heading "Use of Proceeds." (h) The Company will, so long as the Securities or Exchange Securities or Private Exchange Securities are outstanding, furnish to the Trustee on a timely basis, pursuant to the Indenture, whether or not the Company has a class of securities registered under the 1934 Act (i) audited year-end consolidated financial statements of the Company (including a balance sheet, income statement and statement of changes of cash flow) prepared in accordance with GAAP and substantially in the form required under Regulation S-X under the 1933 Act and the information described in Item 303 of Regulation S-K under the 1933 Act with respect to such period and (ii) unaudited quarterly consolidated financial statements of the Company (including a balance sheet, income statement and statement of cash flows) prepared in accordance with GAAP and substantially in the form required by Regulation S-X under the 1933 Act and the information described in Item 303 of Regulation S-K under the 1933 Act with respect to such period and will furnish to the Initial Purchasers copies of all such reports and information, together with such other documents, reports and information as shall be -18- furnished by the Company to the holders of the Securities or to the Trustee. In the event the Company is not subject to Section 13 or 15(d) of the 1934 Act, the Company will furnish to holders of Securities and prospective purchasers of Securities designated by such holders, upon request of such holders or such prospective purchasers, the information required to be delivered pursuant to Rule 144A(d)(4) under the 1933 Act to permit compliance with Rule 144A in connection with resales of the Securities. (i) Prior to the Closing Time, the Company, will furnish on a confidential basis to the Initial Purchasers, if and promptly after they have been prepared, a copy of any unaudited interim consolidated financial statements of the Company for any period subsequent to the period covered by the most recent financial statements of the Company appearing in the Offering Memorandum which have been prepared in the ordinary course of business. (j) Until the expiration of two years after the original issuance of the Securities, the Company will not, and will cause its Affiliates not to, purchase or agree to purchase or otherwise acquire any Securities which are "restricted securities" (as such term is defined under Rule 144(a)(3) under the 1933 Act), whether as beneficial owner or otherwise (except as agent acting as a securities broker on behalf of and for the account of customers in the ordinary course of business in unsolicited broker's transactions) unless, upon any such purchase, the Company or any such Affiliate shall submit such Securities to the Trustee for cancellation. (k) During a period of 180 days from the date of the Offering Memorandum, the Company will not, without the prior written consent of Merrill Lynch, directly or indirectly, issue, sell, offer or agree to sell, grant any option for the sale of, or otherwise dispose of, any other debt securities of the Company or securities of the Company that are convertible into, or exchangeable for, the Securities or such other debt securities (it being understood that this paragraph (k) does not prohibit the Company from incurring indebtedness under the New Revolving Credit Facility). SECTION 4. Payment of Expenses. (a) Whether or not the transactions contemplated by this Agreement are consummated, the Company will pay all expenses incident to the performance of its obligations under this Agreement, including (i) the -19- preparation, printing and any filing of the Preliminary Offering Memorandum and the Final Offering Memorandum (including financial statements and any schedules or exhibits) and of each amendment or supplement thereto, (ii) the preparation, printing and delivery to the Initial Purchasers of this Agreement, any Agreement among Initial Purchasers, the Indenture, the Registration Rights Agreement and such other documents as may be required in connection with the offering, purchase, sale and delivery of the Securities, the Exchange Securities and the Private Exchange Securities, (iii) the preparation, issuance and delivery of the certificates for the Securities, the Exchange Securities and the Private Exchange Securities to the Initial Purchasers, including any charges of DTC in connection therewith, (iv) the fees and disbursements of the Company's counsel, accountants and other advisors, (v) the qualification of the Securities under securities laws in accordance with the provisions of Section 3(d) hereof, including filing fees and the reasonable fees and disbursements of counsel for the Initial Purchasers in connection therewith and in connection with the preparation of the Blue Sky Survey, any supplement thereto and any Legal Investment Survey, (vi) the fees and expenses of the Trustee, including the fees and disbursements of counsel for the Trustee in connection with the Indenture and the Securities, the Exchange Securities and the Private Exchange Securities, (vii) any fees payable in connection with the rating of the Securities, (viii) any fees payable to the review by the National Association of Securities Dealers, Inc. (the "NASD") in connection with the initial and continued designation of the Securities as PORTAL securities, (ix) all expenses (including travel expenses) of the Company in connection with any meetings with prospective investors in the Securities, and (x) one-half of the expenses related to the charter or use of any aircraft used in connection with any meetings with prospective investors in the Securities. (b) If this Agreement is terminated by Merrill Lynch in accordance with the provisions of Section 5 hereof or Section 10(a)(i) hereof, the Company shall reimburse the Initial Purchasers for all of their out-of-pocket expenses, including the reasonable fees and disbursements of counsel for the Initial Purchasers. SECTION 5. Conditions of Initial Purchasers' Obligations. The obligations of the several Initial Purchasers hereunder are subject to the accuracy of the representations and warranties of the Company contained in Section 1 hereof or in certificates of any officer of the Company or any of the -20- Subsidiaries delivered pursuant to the provisions hereof as of the date of this Agreement and the Closing Time, to the performance by the Company of its covenants and other obligations hereunder, and to the following further conditions: (a) At the Closing Time, the Representatives shall have received the favorable opinion, dated as of the Closing Time, of Pepper, Hamilton & Scheetz LLP, counsel for the Company, in form and substance satisfactory to counsel for the Initial Purchasers, together with signed or reproduced copies of such letter for each of the other Initial Purchasers, to the effect substantially set forth in Exhibit A hereto. (b) At the Closing Time, the Representatives shall have received the favorable opinion, dated the Closing Date, of Willkie, Farr & Gallagher, environmental counsel for the Company, in form and substance satisfactory to counsel for the Initial Purchasers, together with signed or reproduced copies of such letter for each of the other Initial Purchasers, to the effect substantially set forth in Exhibit B hereto. (c) At the Closing Time, the Representatives shall have received the favorable opinion, dated as of the Closing Time, of Scopelitis, Garvin, Light & Hanson, regulatory counsel for the Company, in form and substance satisfactory to counsel for the Initial Purchasers, together with signed or reproduced copies of such letter for each of the other Initial Purchasers, to the effect substantially set forth in Exhibit C hereto. (d) At the Closing Time, the Representatives shall have received the favorable opinion, dated as of the Closing Time, of Cahill Gordon & Reindel, counsel for the Initial Purchasers, together with signed or reproduced copies of such letter for each of the other Initial Purchasers, with respect to the matters set forth in paragraphs (vii) through (xi), inclusive, and paragraph (xvii) of Exhibit A hereto. In giving such opinion such counsel may rely, as to all matters governed by the laws of jurisdictions other than the law of the State of New York, the federal law of the United States and the General Corporation Law of the State of Delaware, upon the opinions of counsel satisfactory to the Representatives. Such counsel may also state that, insofar as such opinion involves factual matters, they have relied, to the extent they deem proper, upon certificates of officers of the Company and the Subsidiaries and certificates of public officials. -21- In addition, such counsel shall additionally state that such counsel has participated in conferences with officers and other representatives of the Company and representatives of the independent accountants for the Company at which conferences the contents of the Offering Memorandum and related matters were discussed, and although such counsel has not verified and does not pass upon and does not assume any responsibility for the accuracy, completeness or fairness of the statements contained in the Offering Memorandum, on the basis of the foregoing (relying as to materiality to the extent such counsel deems appropriate upon the representations and opinions of officers and other representatives of the Company), no facts have come to the attention of such counsel which lead such counsel to believe that the Offering Memorandum, at the date thereof or as of the Closing Time, contained or contains an untrue statement of a material fact or omitted or omits to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading (it being understood that such counsel need express no comment with respect to the financial statements, including the notes thereto, or any other financial or statistical data found in or derived from the internal accounting or other records of the Company and the Subsidiaries set forth or referred to in the Offering Memorandum). (e) At the Closing Time, there shall not have been, since the date hereof or since the respective dates as of which information is given in the Offering Memorandum, any Material Adverse Change, and the Representatives shall have received a certificate of the President or a Vice President of the Company and of the chief financial or chief accounting officer of the Company, dated as of the Closing Time, to the effect that (i) there has been no such Material Adverse Change, (ii) the representations and warranties in Section 1 hereof are true and correct with the same force and effect as though expressly made at and as of the Closing Time, and (iii) the Company has complied with all agreements and satisfied all conditions on its part to be performed or satisfied at or prior to the Closing Time. (f) At the time of the execution of this Agreement, the Representatives shall have received from Arthur Andersen LLP a letter dated such date, in form and substance satisfactory to the Representatives and counsel for the Initial Purchasers, together with signed or reproduced copies of such letter for each of the other Initial Purchasers, containing statements and information of the type ordinarily included in accountants' "comfort letters" to Initial -22- Purchasers with respect to the financial statements and certain financial information contained in the Offering Memorandum. (g) At the Closing Time, the Representatives shall have received from Arthur Andersen LLP a letter, dated as of the Closing Time, in form and substance satisfactory to the Representatives and counsel for the Initial Purchasers, to the effect that they reaffirm the statements made in the letter furnished pursuant to subsection (f) of this Section 5, except that the specified date referred to shall be a date not more than three business days prior to the Closing Time. (h) At the Closing Time, the Securities shall be rated at least B2 by Moody's and B by S&P, and the Company shall have delivered to the Representatives a letter dated the Closing Time, from each such rating agency, or other evidence satisfactory to the Representatives, confirming that the Securities have such ratings; and since the date of this Agreement, there shall not have occurred any downgrading in the rating assigned to the Securities or any of the Company's other securities by any nationally recognized securities rating agency, and no such securities rating agency shall have publicly announced that it has under surveillance or review, with possible negative implications, its rating of the Securities or any of the Company's other securities. (i) At the Closing Time, the Securities shall have been designated for trading on PORTAL. (j) The Company and the Trustee shall have entered into the Indenture. (k) The Company and the Initial Purchasers shall have entered into the Registration Rights Agreement. (l) The Company and CoreStates Bank, N.A. shall have entered into the New Revolving Credit Facility in form and substance reasonably satisfactory to the Representatives and counsel for the Initial Purchasers, and the Representatives shall have received an executed original thereof. (m) At the Closing Time, counsel for the Initial Purchasers shall have been furnished with such documents and opinions as they may reasonably require for the purpose of enabling them to pass upon the issuance and sale of the Securities as herein contemplated, or in order to evidence the accuracy of any of the representations or warranties, or the fulfillment of any of the conditions, herein contained; and all proceedings taken by the Company in -23- connection with the issuance and sale of the Securities as herein contemplated shall be satisfactory in form and substance to the Representatives and counsel for the Initial Purchasers. If any condition specified in this Section 5 shall not have been fulfilled when and as required to be fulfilled, this Agreement may be terminated by Merrill Lynch by notice to the Company at any time at or prior to the Closing Time, and such termination shall be without liability of any party to any other party except as provided in Section 4 and except that Sections 1, 7, 8, 12, 13 and 14 shall survive any such termination and remain in full force and effect. SECTION 6. Subsequent Offers and Resales of the Securities. (a) Each of the Initial Purchasers and the Company hereby establish and agree to observe the following procedures in connection with the offer and sale of the Securities: (i) Offers and sales of the Securities will be made only by the Initial Purchasers or Affiliates thereof qualified to do so in the jurisdictions in which such offers or sales are made. Each such offer or sale shall only be made (A) to persons whom the offeror or seller reasonably believes to be Qualified Institutional Buyers, (B) to a limited number of persons whom the offeror or seller reasonably believes to be institutional accredited investors (as such term is defined in Rule 501(a)(1), (2), (3) or (7) of Regulation D under the 1933 Act) ("Institutional Accredited Investors") that deliver a Transferee Letter or (C) to non-U.S. persons outside the United States to whom the offeror or seller reasonably believes offers and sales of the Securities may be made in reliance upon Regulation S under the 1933 Act. (ii) The Securities will be offered by approaching prospective Subsequent Purchasers on an individual basis. No general solicitation or general advertising (within the meaning of Rule 502(c) under the 1933 Act) will be used in the United States in connection with the offering of the Securities. (iii) In the case of a non-bank Subsequent Purchaser of a Security acting as a fiduciary for one or more third parties, in connection with an offer and sale to such purchaser pursuant to clause (a) above, each third party shall, in the judgment of the applicable -24- Initial Purchaser, be an Institutional Accredited Investor or a Qualified Institutional Buyer or a non-U.S. person outside the United States. (iv) Each Initial Purchaser acknowledges and will take reasonable steps to inform, and cause each of its U.S. affiliates to take reasonable steps to inform, persons acquiring Securities from such Initial Purchaser or affiliate, as the case may be, in the United States that the Securities (A) have not been and will not be registered under the 1933 Act, (B) are being sold to them without registration under the 1933 Act in reliance on Rule 144A or in accordance with another exemption from registration under the 1933 Act, as the case may be, and (C) may not be offered, sold or otherwise transferred prior to (x) the date which is two years (or such shorter time as is permitted by Rule 144(k) under the 1933 Act or any successor provision thereunder) after the later of the date of the original issue of the Securities and the last date on which the Company or any affiliate of the Company was the owner of such Securities or any predecessor thereto or (y) such later date, if any, as may be required by applicable law, except (1) to the Company, (2) inside the United States to an Institutional Accredited Investor that is acquiring such Securities for its own account or for the account of an Institutional Accredited Investor for investment purposes and not with a view to, or for offer or sale in connection with, and distribution in violation of the 1933 Act and that, prior to such transfer, furnishes to the Trustee a signed letter containing certain representations and agreements (the form of which a letter can be obtained from the Trustee), (3) for so long as such Securities are eligible for resale pursuant to Rule 144A, to a person it reasonably believes is a Qualified Institutional Buyer that purchases such Securities for its own account or for the account of a Qualified Institutional Buyer to whom notice is given that the transfer is being made in reliance on Rule 144A, (4) pursuant to offers and sales to non-U.S. Persons that occur outside the United States pursuant to Regulation S under the 1933 Act, (5) pursuant to an effective registration statement under the 1933 Act or (6) pursuant to another available exemption from the registration requirements of the 1933 Act. (v) No sale of the Securities to any one Subsequent Purchaser will be for less than $100,000 principal amount and no Security will be issued in a smaller principal amount. If any -25- Subsequent Purchaser is a non-bank fiduciary acting on behalf of others, each person for whom it is acting must purchase at least U.S. $100,000 principal amount of the Securities. (vi) The transfer restrictions and the other provisions set forth in the Indenture, including the legend required thereby, shall apply to the Securities except as otherwise agreed by the Company and the Initial Purchasers. Following the sale of the Securities by the Initial Purchasers to Subsequent Purchasers pursuant to and in compliance with the terms hereof, the Initial Purchasers shall not be liable or responsible to the Company for any losses, damages or liabilities suffered or incurred by the Company, including any losses, damages or liabilities under the 1933 Act, arising from or relating to any resale or transfer of any Security occurring after such sale by the Initial Purchasers. (vii) Each Initial Purchaser will deliver to each purchaser of the Securities from such Initial Purchaser, in connection with its original distribution of the Securities, a copy of the Offering Memorandum, as amended and supplemented at the date of such delivery. (b) The Company covenants with each Initial Purchaser as follows: (i) In connection with the original distribution of the Securities, the Company agrees that, prior to any offer or resale of the Securities by the Initial Purchasers, the Initial Purchasers and counsel for the Initial Purchasers shall have the right to make reasonable inquiries into the business of the Company and the Subsidiaries. The Company also agrees to provide answers to each prospective Subsequent Purchaser of Securities who so requests concerning the Company and the Subsidiaries (to the extent that such information is available or can be acquired and made available to prospective Subsequent Purchasers without unreasonable effort or expense and to the extent the provision thereof is not prohibited by applicable law and would not involve the disclosure of confidential information of the Company) and the terms and conditions of the offering of the Securities, as provided in the Offering Memorandum. (ii) The Company agrees that it will not and will cause its Affiliates not to make any offer or sale of securities of the Company of any class if, as a result of the doctrine of "integration" referred -26- to in Rule 502 under the 1933 Act, such offer or sale would render invalid (for the purpose of (i) the sale of the Securities by the Company to the Initial Purchasers, (ii) the resale of the Securities by the Initial Purchasers to Subsequent Purchasers or (iii) the resale of the Securities by such Subsequent Purchasers to others) the exemption from the registration requirements of the 1933 Act provided by Section 4(2) thereof or by Rule 144A or by Regulation S thereunder or otherwise. (iii) The Company agrees that, in order to render the Securities eligible for resale pursuant to Rule 144A under the 1933 Act, while any of the Securities remain outstanding, it will make available, upon request, to any holder of Securities or prospective purchasers of Securities the information specified in Rule 144A(d)(4), unless the Company furnishes information to the Commission pursuant to Section 13 or 15(d) of the 1934 Act (such information, whether made available to holders or prospective purchasers or furnished to the Commission, is herein referred to as "Additional Information"). (iv) Until the expiration of two years after the original issuance of the Securities, the Company will not, and will cause its Affiliates not to, purchase or agree to purchase or otherwise acquire any Securities which are "restricted securities" (as such term is defined under Rule 144(a)(3) under the 1933 Act), whether as beneficial owner or otherwise (except as agent acting as a securities broker on behalf of and for the account of customers in the ordinary course of business in unsolicited broker's transactions) unless, immediately upon any such purchase, the Company or any such Affiliate shall submit such Securities to the Trustee for cancellation. (c) Each Initial Purchaser understands that the Securities have not been and will not be registered under the 1933 Act and may not be offered or sold within the United States or to, or for the account or benefit of, U.S. persons except in accordance with Regulation S under the 1933 Act or pursuant to an exemption from the registration requirements of the 1933 Act. Each Initial Purchaser represents and agrees, that, except as permitted by Section 6(a) above, it has offered and sold Securities and will offer and sell Securities (i) as part of its distribution at any time and (ii) otherwise until forty days after the later of the date upon which the offering of the Securities commences and the Closing Time, only in accordance with Rule 903 of Regulation S, Rule 144A under the 1933 Act or any other available exemption under the 1933 -27- Act. Accordingly, neither the Initial Purchasers, their affiliates nor any persons acting on their behalf have engaged or will engage in any directed selling efforts with respect to Securities, and the Initial Purchasers, their affiliates and any person acting on their behalf have complied and will comply with the offering restriction requirements of Regulation S. Each Initial Purchaser agrees that, at or prior to confirmation of a sale of Securities (other than a sale of Securities pursuant to Rule 144A or to an Institutional Accredited Investor), it will have sent to each distributor, dealer or person receiving a selling concession, fee or other remuneration that purchases Securities from it or through it during the restricted period a confirmation or notice to substantially the following effect: "The Securities covered hereby, have not been registered under the United States Securities Act of 1933 (the "Securities Act") and may not be offered or sold within the United States or to or for the account or benefit of U.S. persons (i) as part of their distribution at any time and (ii) otherwise until forty days after the later of the date upon which the offering of the Securities commenced and the date of closing, except in either case in accordance with Regulation S or Rule 144A under the Securities Act. Terms used above have the meaning given to them by Regulation S." Terms used in the above paragraph have the meanings given to them by Regulation S. Each Initial Purchaser severally represents and agrees that it has not entered and will not enter into any contractual arrangements with respect to the distribution of the Securities, except with its affiliates or with the prior written consent of the Company. SECTION 7. Indemnification. (a) The Company agrees to indemnify and hold harmless each Initial Purchaser and each person, if any, who controls any Initial Purchaser within the meaning of Section 15 of the 1933 Act or Section 20 of the 1934 Act as follows: (i) against any and all loss, liability, claim, damage and expense whatsoever, as incurred, arising out of any untrue statement or alleged untrue statement of a material fact contained in any -28- Preliminary Offering Memorandum or the Final Offering Memorandum (or any amendment or supplement thereto), or the omission or alleged omission therefrom of a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; (ii) against any and all loss, liability, claim, damage and expense whatsoever, as incurred, to the extent of the aggregate amount paid in settlement of any litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or of any claim whatsoever based upon any such untrue statement or omission, or any such alleged untrue statement or omission; provided that (subject to Section 7(d) below) any such settlement is effected with the written consent of the Company; and (iii) against any and all expense whatsoever, as incurred (including the fees and disbursements of counsel chosen by Merrill Lynch), reasonably incurred in investigating, preparing or defending against any litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or any claim whatsoever based upon any such untrue statement or omission, or any such alleged untrue statement or omission, to the extent that any such expense is not paid under (i) or (ii) above; provided, however, that this indemnity agreement shall not apply to any loss, liability, claim, damage or expense to the extent arising out of any untrue statement or omission or alleged untrue statement or omission (i) made in reliance upon and in conformity with written information furnished to the Company by any Initial Purchaser through Merrill Lynch expressly for use in the Preliminary Offering Memorandum or the Final Offering Memorandum (or any amendment or supplement thereto) or (ii) contained in the Preliminary Offering Memorandum if the Initial Purchasers failed to send or deliver a copy of the Final Offering Memorandum (in the form it was first provided to such parties for confirmation of sales or as amended or supplemented pursuant to Section 3(b) prior to such confirmation of sales) to the person asserting such losses, claims, damages or expenses on or prior to the delivery of written confirmation of any sale of Securities covered thereby to such person in any case where such delivery is required by the Securities Act and a court of competent jurisdiction -29- in a judgment not subject to appeal or final review shall have determined that such Final Offering Memorandum would have corrected such untrue statement or omission. (b) Each Initial Purchaser severally agrees to indemnify and hold harmless the Company, its directors and each person, if any, who controls the Company within the meaning of Section 15 of the 1933 Act or Section 20 of the 1934 Act against any and all loss, liability, claim, damage and expense described in the indemnity contained in subsection (a) of this Section 7, as incurred, but only with respect to untrue statements or omissions, or alleged untrue statements or omissions, made in the Preliminary Offering Memorandum or the Final Offering Memorandum (or any amendment or supplement thereto) in reliance upon and in conformity with written information furnished to the Company by such Initial Purchaser through Merrill Lynch expressly for use in the Preliminary Offering Memorandum or the Final Offering Memorandum (or any amendment or supplement thereto). (c) Each indemnified party shall give notice as promptly as reasonably practicable to each indemnifying party of any action commenced against it in respect of which indemnity may be sought hereunder, but failure to so notify an indemnifying party shall not relieve such indemnifying party from any liability hereunder to the extent it is not materially prejudiced as a result thereof and in any event shall not relieve it from any liability which it may have otherwise than on account of this indemnity agreement. In the case of parties indemnified pursuant to Section 7(a) above, counsel to the indemnified parties shall be selected by Merrill Lynch, and, in the case of parties indemnified pursuant to Section 7(b) above, counsel to the indemnified parties shall be selected by the Company. An indemnifying party may participate at its own expense in the defense of any such action; provided, however, that counsel to the indemnifying party shall not (except with the consent of the indemnified party) also be counsel to the indemnified party. In no event shall the indemnifying parties be liable for fees and expenses of more than one counsel (in addition to any local counsel) separate from their own counsel for all indemnified parties in connection with any one action or separate but similar or related actions in the same jurisdiction arising out of the same general allegations or circumstances. No indemnifying party shall, without the prior written consent of the indemnified parties, settle or compromise or consent to -30- the entry of any judgment with respect to any litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or any claim whatsoever in respect of which indemnification or contribution could be sought under this Section 7 or Section 8 hereof (whether or not the indemnified parties are actual or potential parties thereto), unless such settlement, compromise or consent (i) includes an unconditional release of each indemnified party from all liability arising out of such litigation, investigation, proceeding or claim and (ii) does not include a statement as to or an admission of fault, culpability or a failure to act by or on behalf of any indemnified party. (d) If at any time an indemnified party shall have requested an indemnifying party to reimburse the indemnified party for fees and expenses of counsel to which such indemnified party is entitled pursuant to Section 7(a) or (b), such indemnifying party agrees that it shall be liable for any settlement of the nature contemplated by Section 7(a)(ii) effected without its written consent if (i) such settlement is entered into more than 45 days after receipt by such indemnifying party of the aforesaid request, (ii) such indemnifying party shall have received notice of the terms of such settlement at least 30 days prior to such settlement being entered into and (iii) such indemnifying party shall not have reimbursed such indemnified party in accordance with such request prior to the date of such settlement. SECTION 8. Contribution. If the indemnification provided for in Section 7 hereof is for any reason unavailable to or insufficient to hold harmless an indemnified party in respect of any losses, liabilities, claims, damages or expenses referred to therein, then each indemnifying party shall contribute to the aggregate amount of such losses, liabilities, claims, damages and expenses incurred by such indemnified party, as incurred, (i) in such proportion as is appropriate to reflect the relative benefits received by the Company on the one hand and the Initial Purchasers on the other hand from the offering of the Securities pursuant to this Agreement or (ii) if the allocation provided by clause (i) is not permitted by applicable law, in such proportion as is appropriate to reflect not only the relative benefits referred to in clause (i) above but also the relative fault of the Company on the one hand and of the Initial Purchasers on the other hand in connection with the statements or omissions which resulted in such losses, liabilities, claims, damages or expenses, as well as any other relevant equitable considerations. The relative benefits received by the Company on the one hand and the Initial Purchasers on the other hand in connection with the offering of the Securities pursuant to this Agreement shall be deemed to be in the same respective proportions as the total net proceeds from the offering of the -31- Securities pursuant to this Agreement (before deducting expenses) received by the Company and the total underwriting discount received by the Initial Purchasers, bear to the aggregate initial offering price of the Securities. The relative fault of the Company on the one hand and the Initial Purchasers on the other hand shall be determined by reference to, among other things, whether any such untrue or alleged untrue statement of a material fact or omission or alleged omission to state a material fact relates to information supplied by the Company or by the Initial Purchasers and the parties' relative intent, knowledge, access to information and opportunity to correct or prevent such statement or omission. The Company and the Initial Purchasers agree that it would not be just and equitable if contribution pursuant to this Section 8 were determined by pro rata allocation (even if the Initial Purchasers were treated as one entity for such purpose) or by any other method of allocation which does not take account of the equitable considerations referred to above in this Section 8. The aggregate amount of losses, liabilities, claims, damages and expenses incurred by an indemnified party and referred to above in this Section 8 shall be deemed to include any legal or other expenses reasonably incurred by such indemnified party in investigating, preparing or defending against any litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or any claim whatsoever based upon any such untrue or alleged untrue statement or omission or alleged omission. Notwithstanding the provisions of this Section 8, no Initial Purchaser shall be required to contribute any amount in excess of the amount by which the total price at which the Securities underwritten by it and distributed to Subsequent Purchasers were offered exceeds the amount of any damages which such Initial Purchaser has otherwise been required to pay by reason of such untrue or alleged untrue statement or omission or alleged omission. No person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the 1933 Act) shall be entitled to contribution from any person who was not guilty of such fraudulent misrepresentation. For purposes of this Section 8, each person, if any, who controls an Initial Purchaser within the meaning of Section 15 of the 1933 Act or Section 20 of the 1934 Act shall have the same rights to contribution as such -32- Initial Purchaser, and each director of the Company and each person, if any, who controls the Company within the meaning of Section 15 of the 1933 Act or Section 20 of the 1934 Act shall have the same rights to contribution as the Company. The Initial Purchasers' respective obligations to contribute pursuant to this Section 8 are several in proportion to the principal amount of Securities set forth opposite their respective names in Schedule A hereto and not joint. SECTION 9. Representations, Warranties and Agreements to Survive Delivery. All representations, warranties and agreements contained in this Agreement or in certificates of officers of the Company submitted pursuant hereto, shall remain operative and in full force and effect, regardless of any investigation made by or on behalf of any Initial Purchaser or controlling person, or by or on behalf of the Company, and shall survive delivery of the Securities to the Initial Purchasers. SECTION 10. Termination of Agreement. (a) Merrill Lynch may terminate this Agreement, by notice to the Company, at any time at or prior to the Closing Time (i) if there has been, since the time of execution of this Agreement or since the respective dates as of which information is given in the Offering Memorandum, any Material Adverse Change, (ii) if there has occurred any material adverse change in the financial markets in the United States or the international financial markets, any outbreak of hostilities or escalation thereof or other calamity or crisis or any change or development involving a prospective change in national or international political, financial or economic conditions, in each case the effect of which is such as to make it, in the judgment of Merrill Lynch, impracticable to market the Securities or to enforce contracts for the sale of the Securities, (iii) if trading in any securities of the Company has been suspended or limited by the Commission, if trading generally on the American Stock Exchange or the New York Stock Exchange or in the NASDAQ National Market System has been suspended or limited, or minimum or maximum prices for trading have been fixed, or maximum ranges for prices have been required, by any of said exchanges or by such system or by order of the Commission, the National Association of Securities Dealers, Inc. or any other governmental authority, or (iv) if a banking moratorium has been declared by either Federal or New York authorities. -33- (b) If this Agreement is terminated pursuant to this Section 10, such termination shall be without liability of any party to any other party except as provided in Section 4 hereof, and provided further that Sections 1, 7, 8, 12, 13 and 14 shall survive such termination and remain in full force and effect. SECTION 11. Default by One or More of the Initial Purchasers. If one of the Initial Purchasers shall fail at the Closing Time to purchase the Securities which it is obligated to purchase under this Agreement (the "Defaulted Securities"), Merrill Lynch shall have the right, within 24 hours thereafter, to make arrangements for the non-defaulting Initial Purchaser, or any other Initial Purchaser, to purchase all, but not less than all, of the Defaulted Securities in such amounts as may be agreed upon and upon the terms herein set forth; if, however, Merrill Lynch shall not have completed such arrangements within such 24-hour period, then this Agreement shall terminate without liability on the part of the non-defaulting Initial Purchaser. No action taken pursuant to this Section 11 shall relieve any defaulting Initial Purchaser from liability in respect of its default. In the event of any such default which does not result in a termination of this Agreement, either Merrill Lynch or the Company shall have the right to postpone the Closing Time for a period not exceeding seven days in order to effect any required changes in the Offering Memorandum or in any other documents or arrangements. As used herein, the term "Initial Purchaser" includes any person substituted for an Initial Purchaser under this Section 11. SECTION 12. Notices. All notices and other communications hereunder shall be in writing and shall be deemed to have been duly given if mailed or transmitted by any standard form of telecommunication. Notices to the Initial Purchasers shall be directed to Merrill Lynch at North Tower, World Financial Center, New York, New York 10281-1201, attention: High Yield Corporate Finance; and notices to the Company shall be directed to it at 102 Pickering Way, Exton, Pennsylvania 19341, attention: David Boucher, Senior Vice President and Chief Financial Officer, with a copy to Pepper, Hamilton & Scheetz LLP, 3000 Two Logan Square, 18th & Arch Streets, Philadelphia, PA 19103, attention: Barry M. Abelson. -34- 13. Information Supplied by the Initial Purchasers. The statements set forth in the last paragraph on the front cover page and in the third and fifth paragraphs and in the last sentence of the sixth paragraph under the heading "Plan of Distribution" in the Offering Memorandum (in each case, to the extent such statements relate to the Initial Purchasers) constitute the only information furnished by the Initial Purchasers to the Company for use in the Offering Memorandum for the purposes of Sections 1, 7 and 8 hereof. SECTION 14. Parties. This Agreement shall each inure to the benefit of and be binding upon the Initial Purchasers and the Company and their respective successors. Nothing expressed or mentioned in this Agreement is intended or shall be construed to give any person, firm or corporation, other than the Initial Purchasers and the Company and their respective successors and the controlling persons and directors referred to in Sections 7 and 8 hereof and their heirs and legal representatives, any legal or equitable right, remedy or claim under or in respect of this Agreement or any provision herein contained. This Agreement and all conditions and provisions hereof are intended to be for the sole and exclusive benefit of the Initial Purchasers and the Company and their respective successors, and said controlling persons and directors and their heirs and legal representatives, and for the benefit of no other person, firm or corporation. No purchaser of Securities from any Initial Purchaser shall be deemed to be a successor by reason merely of such purchase. SECTION 15. GOVERNING LAW AND TIME. THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, WITHOUT REGARD TO THE PRINCIPLES OF CONFLICTS OF LAWS THEREOF. SPECIFIED TIMES OF DAY REFER TO NEW YORK CITY TIME. SECTION 16. Effect of Headings. The Section headings herein are for convenience only, and shall not affect the construction hereof. 17. Counterparts. This Agreement may be executed in one or more counterparts and, when each party has executed a counterpart, all such counterparts taken together shall constitute one and the same agreement. [Signature Pages Follow] -35- If the foregoing is in accordance with your understanding of our agreement, please sign and return to the Company a counterpart hereof, whereupon this instrument, along with all counterparts, will become a binding agreement between the Initial Purchasers and the Company in accordance with its terms. Very truly yours, CHEMICAL LEAMAN CORPORATION By: /s/ David M. Boucher ----------------------------- Name: Title: CONFIRMED AND ACCEPTED, as of the date first above written: MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED SCHRODER WERTHEIM & CO. INCORPORATED By: MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED By: /s/ Lisa Craig ---------------------------- Name: Lisa Craig Title: Vice President For themselves and as Representatives of the Initial Purchasers named in Schedule A hereto. S-1 SCHEDULE A Principal Amount of Name of Initial Purchaser Securities - ------------------------- ---------- Merrill Lynch, Pierce, Fenner & Smith Incorporated.......................... $ 75,000,000 Schroder Wertheim & Co. Incorporated....................... 25,000,000 ------------ Total...................................................... $100,000,000 ============ SCHEDULE B CHEMICAL LEAMAN CORPORATION $100,000,000 Senior Notes Due 2005 1. The initial offering price of the Securities shall be 99.5% of the principal amount thereof, plus accrued interest, if any, from the date of issuance. 2. The purchase price to be paid by the Initial Purchasers for the Securities shall be 96.5% of the principal amount thereof. 3. The interest rate on the Securities shall be 10-3/8% per annum. 4. The Securities will mature on June 15, 2005. Interest on the Notes will be payable semi-annually on each June 15 and December 15, commencing December 15, 1997. 5. The Securities will be redeemable at the option of the Company, in whole or in part, at any time on or after June 15, 2001, at the redemption prices (expressed as percentages of principal amount) set forth below, plus accrued and unpaid interest thereon, if any, to the date of redemption, if redeemed during the 12-month period beginning on June 15 of the years indicated below: Redemption Year Price - ---- ---------- 2001............................................ 105.188% 2002............................................ 103.458% 2003............................................ 101.729% 2004 and thereafter............................. 100.000% 6. On or prior to June 15, 2000, the Company may, at its option, use the net proceeds of a Public Equity Offering (as defined in the Offering Memorandum) to redeem up to 25% of the originally issued aggregate principal amount of the Securities, at a redemption price in cash equal to 110.375% of the principal amount thereof, plus accrued and unpaid interest thereon, if any, to the date of redemption; provided, however, that not less than $75 million in aggregate principal amount of Securities is outstanding following such redemption. SCHEDULE C Subsidiaries Subsidiary State of Incorporation ---------- ---------------------- Chemical Properties, Inc. Pennsylvania Capacity Management Systems, Inc. Pennsylvania Core Logistics Management, Inc. Delaware EnviroPower, Inc. Delaware Leaman Air Services, Inc. Delaware Pickering Way Funding Corp. Delaware Power Purchasing, Inc. Delaware Chemical Leaman Tank Lines, Inc. Delaware Fleet Transport Company, Inc. Delaware Quala Systems, Inc. Delaware American Transinsurance Group, Inc. Delaware Exhibit A FORM OF OPINION OF PEPPER, HAMILTON & SCHEETZ LLP TO BE DELIVERED PURSUANT TO SECTION 5(a) (i) The Company has been duly incorporated and is validly existing as a corporation in good standing under the laws of the Commonwealth of Pennsylvania. (ii) The Company has corporate power and authority to own, lease and operate its properties and to conduct its business as described in the Offering Memorandum and to enter into and perform its obligations under the Operative Documents. (iii) The Company is duly qualified as a foreign corporation to transact business and is in good standing in the jurisdictions set forth on Schedule I attached to such counsel's opinion. (iv) The authorized, issued and outstanding capital stock of the Company is as set forth in the Offering Memorandum in the column entitled "Actual" under the caption "Capitalization"; the shares of issued and outstanding capital stock of the Company have been duly authorized and validly issued and are fully paid and nonassessable. (v) Each Subsidiary has been duly incorporated and is validly existing as a corporation in good standing under the laws of the jurisdiction of its incorporation, has corporate power and authority to own, lease and operate its properties and to conduct its business as described in the Offering Memorandum and is duly qualified as a foreign corporation to transact business and is in good standing in the jurisdictions set forth on Schedule I attached to such counsel's opinion; all of the issued and outstanding shares of capital stock of each Subsidiary has been duly authorized and validly issued, is fully paid and non-assessable and, to the best of our knowledge, is owned by the Company, directly or indirectly, free and clear of any security interest, mortgage, pledge, lien, encumbrance, claim or equity. (vi) The Purchase Agreement has been duly authorized, executed and delivered by the Company. A-1 (vii) The Indenture has been duly authorized, executed and delivered by the Company and (assuming the due authorization, execution and delivery thereof by the Trustee) constitutes a valid and binding agreement of the Company, enforceable against the Company in accordance with its terms, except as the enforcement thereof may be limited by bankruptcy, insolvency (including, without limitation, all laws relating to fraudulent transfers), reorganization, moratorium or other similar laws relating to or affecting enforcement of creditors' rights generally, or by general principles of equity (regardless of whether enforcement is considered in a proceeding in equity or at law). (viii) The Registration Rights Agreement has been duly authorized, executed and delivered by the Company and (assuming the due authorization, execution and delivery thereof by the Initial Purchasers) constitutes a valid and binding agreement of the Company, enforceable against the Company in accordance with its terms, except (i) as the enforcement thereof may be limited by bankruptcy, insolvency (including, without limitation, all laws relating to fraudulent transfers), reorganization, moratorium or other similar laws relating to or affecting enforcement of creditors' rights generally, or by general principles of equity (regardless of whether enforcement is considered in a proceeding in equity or at law) and (ii) as the enforcement of rights to indemnification and contribution thereunder may be limited by federal or state securities laws or regulations or the public policy underlying such laws or regulations. (ix) The Securities are in the form contemplated by the Indenture, have been duly authorized by the Company and, when executed by the Company and authenticated by the Trustee in the manner provided in the Indenture (assuming the due authorization, execution and delivery of the Indenture by the Trustee) and delivered against payment of the purchase price therefor, will constitute valid and binding obligations of the Company entitled to the benefits of the Indenture, enforceable against the Company in accordance with their terms, except as the enforcement thereof may be limited by bankruptcy, insolvency (including, without limitation, all laws relating to fraudulent transfers), reorganization, moratorium or other similar laws relating to or affecting enforcement of creditor's rights generally, or by general principles of equity (regardless of whether enforcement is considered in a proceeding in equity or at law). A-2 (x) The Exchange Securities and the Private Exchange Securities have been duly authorized by the Company and, when executed by the Company and authenticated in the manner provided for in the Indenture and delivered in exchange for the Securities in accordance with the terms of the Registration Rights Agreement, will constitute valid and binding obligations of the Company, enforceable against the Company in accordance with their terms and entitled to the benefits of the Indenture, except as the enforcement thereof may be limited by bankruptcy, insolvency (including, without limitation, all laws relating to fraudulent transfers), reorganization, moratorium or other similar laws relating to or affecting enforcement of creditors' rights generally, or by general principles of equity (regardless of whether enforcement is considered in a proceeding in equity or at law). (xi) The Securities, the Exchange Securities, the Indenture and the Registration Rights Agreement conform in all material respects to the descriptions thereof contained in the Offering Memorandum. (xii) The execution, delivery and performance of each of the Operative Documents and the consummation of the transactions contemplated thereby (including the issuance and sale of the Securities and the use of the proceeds therefrom as described in the Offering Memorandum under the caption "Use Of Proceeds") and compliance by the Company with its obligations thereunder will not, whether with or without the giving of notice or lapse of time or both, conflict with or constitute a breach of, or default or Repayment Event (as defined in Section l(a)(xvi) of the Purchase Agreement) under, or a violation of, or result in the creation or imposition of any lien, charge or encumbrance upon any property or assets of the Company or any Subsidiary pursuant to, (i) any contract, indenture, mortgage, deed of trust, loan or credit agreement, note, lease or any other agreement or instrument, known to us, to which the Company or any of the Subsidiaries is a party or by which it or any of them may be bound, or to which any of the property or assets of the Company or any Subsidiary is subject, (ii) the charter or by-laws of the Company or any of the Subsidiaries, or (iii) any applicable law, statute, rule or regulation of the United States, the State of New York or the Commonwealth of Pennsylvania, or any judgment, order, writ or decree, known to us, of any government, government instrumentality or court, domestic or foreign, having jurisdiction over the Company or any of the Subsidiaries or any of their respective properties or assets. A-3 (xiii) No filing with, or authorization, approval, consent, license, order, registration, qualification or decree of, any court or governmental authority or agency is necessary or required in connection with the offering, issuance or sale of the Securities, the Exchange Securities or the Private Exchange Securities, if any, the performance by the Company of its obligations under the Operative Documents or the consummation of the transactions contemplated thereby, except as may be required (A) in connection with the registration of the Exchange Securities or the Private Exchange Securities, if any, under the 1933 Act or the qualification of the Indenture under the 1939 Act pursuant to the Registration Rights Agreement or (B) pursuant to state securities or "blue sky" laws, as to which no opinion is rendered hereby. (xiv) To the best of our knowledge, there is no pending or threatened action, suit, proceeding, inquiry or investigation (collectively, "Legal Proceedings"), to which the Company or any Subsidiary is a party, or to which the property of the Company or any Subsidiary is subject, before or by any court or governmental agency or body, that would be required to be described in a registration statement on Form S-1 under the 1933 Act that is not described or referred to in the Offering Memorandum or that would question the validity of any of the Operative Documents, other than any Legal Proceeding based on or arising out of an Environmental Law, as to which no opinion is rendered hereby. (xv) The information in the Offering Memorandum under the headings "Business -- Regulation", "Certain U.S. Federal Income Tax Considerations" and in the second paragraph under the heading "Business -- Legal Proceedings", to the extent that it constitutes summaries of legal matters, legal proceedings or legal conclusions, fairly summarizes such matters in all material respects. (xvi) All descriptions in the Offering Memorandum of contracts and other documents to which the Company or any of the Subsidiaries is a party are accurate in all material respects; to the best of our knowledge, there are no franchises, contracts, indentures, mortgages, loan agreements, notes, leases or other instruments that would be required to be described in a registration statement on Form S-1 under the 1933 Act that are not described or referred to in the Offering Memorandum. (xvii) Assuming that the representations and warranties of the Initial Purchasers in Section 2(c) of the Purchase Agreement are true, A-4 correct and complete, and assuming compliance by the Initial Purchasers with their covenants in Section 6 of the Purchase Agreement, and assuming that the representations and warranties contained in the Transferee Letters of Representation substantially in the form of Annex A to the Offering Memorandum (the "Transferee Letters") completed by Institutional Accredited Investors purchasing Securities are true and correct as of the Closing Time, and assuming compliance by such Institutional Accredited Investors with the agreements in the Transferee Letters, it is not necessary in connection with the offer, sale and delivery of the Securities to the Initial Purchasers and to each Subsequent Purchaser in the manner contemplated by the Purchase Agreement and the Offering Memorandum to register the Securities under the 1933 Act or to qualify the Indenture under the Trust Indenture Act. (xviii) The Company is not an "investment company" or an entity "controlled" by an "investment company," as such terms are defined in the 1940 Act. (xix) Neither the consummation of the transactions contemplated hereby nor the sale, issuance, execution or delivery of the Securities, nor the application of the proceeds therefrom (if applied as described in the Offering Memorandum under the caption "Use of Proceeds"), will violate Regulation G (12 C.F.R. Part 207), T (12 C.F.R. Part 220), U (12 C.F.R. Part 221) or X (12 C.F.R. Part 224) of the Board of Governors of the Federal Reserve System. We further advise you that, because the primary purpose of our engagement was not to establish or confirm factual matters or financial or accounting matters and because of the wholly or partially non-legal character of many of the statements contained in the Offering Memorandum, we are not passing upon and do not assume any responsibility for the accuracy, completeness or fairness of the statements contained in the Offering Memorandum (except as indicated in paragraphs (xi) and (xv)), and we have not independently verified the accuracy, completeness or fairness of such statements (except as indicated in paragraphs (xi) and (xv)). Without limiting the foregoing, we further advise you that we assume no responsibility for and have not independently verified the accuracy, completeness or fairness of the financial statements and schedules and other financial data included in the Offering Memorandum and have not examined the accounting or financial records from which such financial statements, schedules and related data are derived. However, we have participated in conferences with officers and other representatives and legal counsel of the Company, representatives of the independent public accountants of the Company A-5 and representatives of the Initial Purchasers at which the contents of the Offering Memorandum were discussed. Based upon such participation and review, we advise you that no facts have come to our attention that have caused us to believe that the Offering Memorandum, on the date thereof or on the date hereof, contained or contains an untrue statement of a material fact or omitted or omits to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, except that we express no comment or belief with respect to the financial statements or schedules or any other financial information included in the Offering Memorandum. In rendering such opinion, such counsel may rely, as to matters of fact (but not as to legal conclusions), to the extent they deem proper, on certificates of responsible officers of the Company and public officials. Such opinion shall not state that it is to be governed or qualified by, or that it is otherwise subject to, any treatise, written policy or other document relating to legal opinions, including, without limitation, the Legal Opinion Accord of the ABA Section of Business Law (1991). A-6 Exhibit B FORM OF OPINION OF WILLKIE, FARR & GALLAGHER TO BE DELIVERED PURSUANT TO SECTION 5(b) (i) Except as disclosed in the Offering Memorandum, there is no pending or threatened action, suit, proceeding, inquiry or investigation in which we have acted for the Company, to which the Company or any Subsidiary is a party, or to which the property of the Company or any Subsidiary is subject, before or by any court or governmental agency or body, which is based on or arising out of any Environmental Law and which would reasonably be expected to have a Material Adverse Effect (as defined in the Purchase Agreement). (ii) The information in the Offering Memorandum under the headings "Risk Factors -- Environmental Considerations", "Business -- Environmental Matters" and in the first paragraph under the heading "Business -- Legal Proceedings" to the extent that it constitutes summaries of legal matters, legal proceedings or legal conclusions in matters which we have acted for the Company, fairly summarizes such matters in all material respects. Nothing has come to our attention that would lead us to believe that the Offering Memorandum (except for financial statements and schedules and other financial data included therein as to which we make no statement), at the date the Offering Memorandum was issued or as of the date hereof, included or includes an untrue statement of a material fact or omitted or omits to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. In rendering such opinion, such counsel may rely, as to matters of fact (but not as to legal conclusions), to the extent they deem proper, on certificates of responsible officers of the Company and public officials. Such opinion shall not state that it is to be governed or qualified by, or that it is otherwise subject to, any treatise, written policy or other document relating to legal opinions, including, without limitation, the Legal Opinion Accord of the ABA Section of Business Law (1991). B-1 Exhibit C FORM OF OPINION OF SCOPELITIS, GARVIN, LIGHT & HANSON TO BE DELIVERED PURSUANT TO SECTION 5(c) Each of Chemical Leaman Tank Lines, Inc. ("CLTL") and Fleet Transport Company, Inc. ("Fleet") possess such Governmental Licenses issued by the appropriate federal, state, local or foreign regulatory agencies or bodies (including the DOT, the Federal Highway Administration, the Surface Transportation Board and any applicable state highway and transpiration agencies), that are necessary to conduct the business now operated by it as described in the Offering Memorandum; each of CLTL and Fleet is, to our knowledge, in compliance with the terms and conditions of all such Governmental Licenses, except where the failure so to comply would not have a Material Adverse Effect; all of the Governmental Licenses are valid and in full force and effect, except when the invalidity of such Governmental Licenses or the failure of such Governmental Licenses to be in full force and effect would not have a Material Adverse Effect; neither CLTL nor Fleet, to our knowledge, has received any notice of proceedings relating to the revocation or modification of any such Governmental Licenses that, if the subject of an unfavorable decision, ruling or finding, could reasonably be expected to have a Material Adverse Effect. In rendering such opinion, such counsel may rely, as to matters of fact (but not as to legal conclusions), to the extent they deem proper, on certificates of responsible officers of the Company and public officials. Such opinion shall not state that it is to be governed or qualified by, or that it is otherwise subject to, any treatise, written policy or other document relating to legal opinions, including, without limitation, the Legal Opinion Accord of the ABA Section of Business Law (1991). C-1 EX-2.1 3 ASSET PURCHASE AGREEMENT EXHIBIT 2.1 ================================================================================ ASSET PURCHASE AGREEMENT AMONG FLEET TRANSPORT COMPANY, INC., FLEET TRANSPORT VA., INC., BULK STORAGE, INC., BMI TRANSPORTATION, INC., FLEET ACQUISITION CORPORATION AND CHEMICAL LEAMAN CORPORATION JUNE 28, 1996 ================================================================================ TABLE OF CONTENTS Page ---- Preambles...................................................... 1 ARTICLE 1 - DEFINITIONS........................................ 1 ARTICLE 2 - SALE AND PURCHASE OF ASSETS....................... 6 2.1. Assets to be Acquired.................................. 6 2.1.1. Owned Real Property................................ 6 2.1.2. Leased Real Property............................... 6 2.1.3. Transport-Related Assets........................... 7 2.1.4. Tangible Personal Property......................... 7 2.1.5. Personal Property Leases........................... 7 2.1.6. Relevant Contracts................................. 8 2.1.7. Intellectual Property.............................. 8 2.1.8. Intangible Personal Property....................... 8 2.1.9. Escrowed Deposits of Independent Contractors....... 8 2.1.10. Accrued Employee Vacation......................... 8 2.1.11. Specified Accounts Receivable..................... 8 2.1.12. After Acquired Property........................... 9 2.2. Excluded Assests....................................... 9 ARTICLE 3 - PURCHASE PRICE.................................... 9 3.1. Purchase Price......................................... 9 3.2. Payment of Purchase Price.............................. 10 3.3. Assumption of Assumed Equipment Lease Liabilities...... 11 3.4. Earn Out............................................... 11 3.5. Allocation............................................. 14 ARTICLE 4 - LIABILITIES OF THE COMPANY........................ 15 4.1. Liabilities............................................ 15 4.2. Excluded Liabilities................................... 15 ARTICLE 5 - REPRESENTATIONS AND WARRANTIES.................... 16 5.1. Organization, Power, Standing and Qualification........ 16 5.2. Corporate Power and Authority.......................... 16 5.3. Validity of Contemplated Transactions1................. 17 5.4. Title to Properties.................................... 17 5.5. Third Party Options.................................... 19 5.6. Schedule of Assets..................................... 19 5.7. Financial Statements................................... 20 5.8. Absence of Undisclosed Liabilities..................... 20 -i- Page ---- 5.9. Certain Tax Matters................................... 20 5.10. Litigation; Compliance with Laws...................... 21 5.11. Employee Benefits..................................... 21 5.11.1. General........................................... 21 5.11.2. Severance......................................... 22 5.11.3. Litigation........................................ 22 5.12. Hazardous Substances.................................. 23 5.12.1. Compliance........................................ 23 5.12.2. Discharges, Etc................................... 23 5.12.3. Disposal; Conditions.............................. 23 5.12.4. Spillage, etc..................................... 24 5.12.5. Potentially Responsible Party..................... 24 5.12.6. Groundwater Contamination......................... 24 5.13. Zoning................................................ 24 5.14. Insurance............................................. 25 5.15. Intellectual Property Rights.......................... 25 5.16. Labor Issues.......................................... 26 5.16.1. General........................................... 26 5.16.2. Violations of Law................................. 26 5.17. Contracts............................................. 26 5.18. Other Transactions.................................... 27 5.19. No Changes............................................ 28 5.20. Copies of Articles and Bylaws......................... 29 5.21. Transactions with Affiliates.......................... 29 5.22. Capital Expenditures.................................. 29 5.23. Personnel............................................. 29 5.23.1. General........................................... 29 5.23.2. Employees......................................... 29 5.23.3. Independent Contractors........................... 29 5.23.4. Independent Contractor Status..................... 30 5.24. Value of Unencumbered Transport - Related Assets...... 30 5.25. Assumed Liabilities................................... 30 5.26. Specified Accounts Receivable......................... 30 5.27. Filings with State Authorities........................ 30 5.28. Other Transportation-Related Representations.......... 31 5.29. Veracity of Statements................................ 31 -ii- Page ---- ARTICLE 6 - REPRESENTATIONS AND WARRANTIES OF BUYER............. 32 6.1. Organization, Power, Standing and Qualification....... 32 6.2. Corporate Power and Authority......................... 32 6.3. Validity of Contemplated Transactions................. 32 6.4. On-going Business..................................... 33 6.5. Ownership of Buyer.................................... 33 6.6. Financial Statements.................................. 33 6.7. Copies of Articles and Bylaws......................... 33 6.8. Veracity of Statements................................ 33 ARTICLE 7 - ACTIVITIES OF SELLER PRIOR TO THE CLOSING DATE...... 33 7.1. Operation of Business................................. 33 7.1.1. Efforts........................................... 33 7.1.2. Corporate Name.................................... 34 7.1.3. Compensation...................................... 34 7.1.4. Management........................................ 34 7.1.5. Mergers, Etc...................................... 34 7.1.6. Disposition of Assets............................. 34 7.1.7. Indebtedness...................................... 34 7.1.8. Payables.......................................... 34 7.1.9. Maintenance of Assets............................. 34 7.1.10. Insurance......................................... 34 7.1.11. Contracts and Permits............................. 35 7.1.12. Goodwill.......................................... 35 7.1.13. Litigation, etc................................... 35 7.1.14. Monthly Financial Statements...................... 35 7.1.15. Redemption........................................ 35 7.2. Access to Information.................................. 35 7.3. Benefit Plans.......................................... 35 7.3.1. Plan Changes....................................... 36 7.3.2. Contributions and Payments......................... 36 7.4. Antitrust Notification................................. 36 7.5. Notice of Change....................................... 36 7.6. No Discussions......................................... 36 7.7. Seller Confidential Information........................ 37 7.7.1. Confidential Information of Seller................. 37 7.7.2. Equitable Relief of Seller......................... 37 -iii- Page ---- ARTICLE 8 - ACTIVITIES AND COVENANTS OF THE BUYER PRIOR TO CLOSING DATE............................... 38 8.1. Environmental Audit...................................... 38 8.2. Antitrust Notification................................... 38 8.3. Notice of Change......................................... 38 8.4. Confidentiality.......................................... 38 8.4.1. Confidential Information of Buyer.................... 38 8.4.2. Equitable Relief of Buyer............................ 39 8.5. Nonsolicitation of Employees............................. 39 8.6. Retention and Access to Records.......................... 39 8.7. Insurance................................................ 39 8.8. Independent Contractors.................................. 40 ARTICLE 9 - CONDITIONS PRECEDENT TO THE CLOSING................. 40 9.1. Obligation of Buyer to Close............................. 40 9.1.1. Representations and Warranties; Compliance with Agreement...................................... 40 9.1.2. Secretary's Certificate............................. 40 9.1.3. Opinion of Counsel of Seller........................ 41 9.1.4. Litigation Affecting Closing; Labor Disputes........ 41 9.1.5. Antitrust Improvements Act of 1976.................. 41 9.1.6. Required Consents................................... 41 9.1.7. No Material Damage to Business...................... 42 9.1.8. Environmental Audits................................ 42 9.1.9. Due Diligence....................................... 42 9.1.10. Board Approval...................................... 42 9.1.11. Receipt of Audit.................................... 42 9.1.12. No Material Adverse Effect.......................... 42 9.1.13. Schedules Satisfactory.............................. 42 9.2. Obligation of Seller to Close............................ 42 9.2.1. Representations and Warranties; Compliance with Agreement....................................... 43 9.2.2. Secretary's Certificate.............................. 43 9.2.3. Opinion of Counsel of Buyer.......................... 43 9.2.4. Litigation Affecting Closing......................... 43 9.2.5. Antitrust Improvements Act of 1976................... 44 9.2.6. Approval............................................. 44 9.2.7. Required Consents.................................... 44 -iv- Page ---- ARTICLE 10 - INDEMNIFICATION.................................... 44 10.1. By Seller............................................... 44 10.2. By Buyer................................................ 45 10.3. Notice.................................................. 45 10.5. Limitations on Indemnification.......................... 47 ARTICLE 11 - SURVIVAL OF REPRESENTATIONS, WARRANTIES, GUARANTEES, AND COVENANTS.......................... 48 ARTICLE 12 - THE CLOSING........................................ 48 12.1. Time and Place.......................................... 48 12.2. Conduct of Closing...................................... 48 12.3. Certain Closing Costs; Prorations; Post-Closing Adjustments............................................. 49 ARTICLE 13 - CONDUCT OF SELLER AND BUYER AFTER CLOSING.......... 51 13.1. General Cooperation Regarding Transfer of Assets........ 51 13.2. Buyer's Transition Support to Seller.................... 51 13.3. Seller's Transition Support to Buyer.................... 52 13.4. Seller's Restrictive Covenants.......................... 52 13.4.1. Non-Compete......................................... 52 13.4.2. Non-Solicitation.................................... 53 13.4.3. Specific Enforcement; Extension of Period........... 53 13.4.4. No Allocation to Restrictive Covenants.............. 54 13.5. Payables................................................ 54 13.6. Non-Solicitation........................................ 54 13.6.1. Covenant............................................ 54 13.6.2. Specific Enforcement; Extension of Period........... 54 13.7. Preservation of Corporate Existence..................... 55 13.8. Specified Accounts Receivable........................... 55 13.9. Delivery of Documents by Seller......................... 55 ARTICLE 14 - BROKERAGE; EXPENSES................................ 56 14.1. Brokers in General...................................... 56 14.2. Seller's Brokers........................................ 56 14.3. Buyer's Brokers......................................... 57 -v- Page ---- 14.4. HSR Filing Fee.......................................... 57 14.5. Swain Performance Bonus................................. 57 14.6. Expenses in General..................................... 57 ARTICLE 15 - TAXES AND EMPLOYEE BENEFIT MATTERS................. 57 15.1. Taxes................................................... 57 15.1.1. Transaction Taxes................................... 57 15.1.2. Filing of Returns................................... 57 15.2. Transferred Employees and Independent Contractors....... 57 15.3. Employee Benefit Plans.................................. 58 15.3.1. Group Medical Plan.................................. 58 15.3.2. Savings Plan........................................ 58 15.3.3. Dependent Care and Medical Expense Reimbursement Plan................................................ 59 15.3.4. Other Benefit Plans and Transition Arrangements..... 59 ARTICLE 16 - TERMINATION........................................ 59 16.1. Events of Termination................................... 59 16.1.1. Mutual Consent...................................... 59 16.1.2. Prior to Closing Date............................... 59 16.1.3. Buyer's Rights to Terminate......................... 60 16.1.4. Seller's Rights to Terminate........................ 60 16.2. Consequences of Termination............................. 60 16.2.1. Effect of Termination............................... 60 16.2.2. Reimbursement....................................... 60 ARTICLE 17 - GENERAL............................................ 60 17.1. Entire Agreement; Amendments........................... 60 17.2. Headings............................................... 60 17.3. Gender; Number......................................... 61 17.4. Exhibits and Schedules................................. 61 17.5. Severability........................................... 61 17.6. Notices................................................ 61 17.7. Waiver................................................. 62 17.8. Assignment............................................. 62 17.9. Successors and Assigns................................. 62 -vi- Page ---- 17.10. Governing Law.......................................... 62 17.11. Jurisdiction........................................... 62 17.12. Third Party Beneficiaries.............................. 63 17.13. Publicity.............................................. 63 17.14. Counterparts........................................... 63 -vii- ASSET PURCHASE AGREEMENT This Asset Purchase Agreement (the "Agreement") is made this 28th day of June, 1996, by and among FLEET TRANSPORT COMPANY, INC., a Georgia corporation ("Fleet"), FLEET TRANSPORT VA., INC., a Virginia corporation ("Fleet-Va."), BULK STORAGE, INC., a North Carolina corporation ("Bulk Storage" and together with Fleet and Fleet-Va., the "Company"), BMI TRANSPORTATION, INC., a Delaware corporation ("BMI" and together with the Company, "Seller"), FLEET ACQUISITION CORPORATION, a Delaware corporation ("Acquisition") and CHEMICAL LEAMAN CORPORATION, a Pennsylvania corporation ("CLC" and together with Acquisition, the "Buyer"). BACKGROUND The Company is engaged in the tank truck carrier (bulk chemicals in liquid and dry form), rail transfer and cleaning business. Acquisition, a wholly-owned subsidiary of CLC, desires to purchase substantially all of the assets of the Business (as defined below) and Seller desires to sell such assets, pursuant to the terms and subject to the conditions set forth herein. NOW, THEREFORE, in consideration of the foregoing and of the mutual promises, covenants, representations, warranties, and agreements herein contained, and intending to be legally bound, the Buyer and Seller agree as follows: ARTICLE 1 DEFINITIONS 1.1. "Affiliate" of a Person means any Person which, directly or indirectly, through one or more intermediates, controls, is controlled by, or is under common control with such Person. The term "control" (including, with correlative meaning, the terms "controlled by" and "under common control with"), as used with respect to any Person, means the possession, directly or indirectly, of the power to elect a majority of the board of directors or to direct or cause the direction of the management and policies of such Person, whether through the ownership of voting securities, by contract, family relationship or otherwise. 1.2. "Benefit Plan" means any Plan established by or maintained by Seller (or any predecessor or Affiliate of Seller) which provides or provided benefits for any Employee or former Employee, or with respect to which contributions are or have been made by or on behalf of Seller on account of any Employee or former Employee, existing as of the Closing Date but shall not include any Plan which provides or provided benefits for any Employee or former Employee, or with respect to which contributions are or have been made on account of any Employee or former Employee, as a result of the Employee's or former Employee's employment with BMI or an Affiliate of BMI other than Company. 1.3. "Business" means the tank truck carrier (bulk chemicals in liquid and dry form), rail transfer and cleaning business as currently conducted by the Seller. For purposes of this Agreement, the "Business" shall not include any similar activities presently carried on by any Affiliate of BMI other than the Company, including the business of Refiners Transport & Terminal Corp. 1.4. "Claim" means any written or oral demand, claim, suit, Lien, action, expense, cause of action, investigation or notice by any Person alleging actual or potential Liability. 1.5. "Code" means the Internal Revenue Code of 1986, as amended, and the regulations promulgated thereunder. 1.6. "Contract" means any written or oral contract, agreement, commitment, note, bond, pledge, lease, mortgage, guaranty, indenture, license, instrument or any other contractual commitment that is binding on any Person or its property. 1.7. "Court Order" means any judgment, decree, writ, injunction, order or rulinq of any Governmental Entity. 1.8. "Default" means (a) a breach of or default under any Contract, (b) the occurrence of an event which with the passage of time or the giving of notice or both would constitute a breach of or default under any Contract, or (c) the occurrence of an event that (with or without the passage of time or the giving of notice or both) would give rise to a right of damages, specific performance, termination, renegotiation or acceleration under any Contract. 1.9. "Employees" means all employees (within the meaning of Sections 3121(d) and 3401(c) of the Code and corresponding sections of applicable state and local laws) of the Company and those employees of BMI (i) who are engaged in the Business prior to Closing and (ii) who are listed on Schedule 1.9 attached hereto, and also including such employees who are on paid leave of absence or disability leave. 1.10. "Environmental Claim" means any Claim (including, without limitation, liability for investigatory costs, cleanup costs, governmental response costs, national resources damages, property damages, personal injuries or penalties) arising out of, related to or in connection with the use, treatment, removal, storage, disposal, presence, migration, -2- transport, handling, manufacture, possession, distribution, or the emission, injection, escape, dumping, spill, leak, discharge or release of Materials of Environmental Concern. 1.11. "Environmental Laws" means all federal, state and local laws and regulations presently in effect relating to pollution or protection of human health or the environment (including, without limitation, ambient air, surface water, groundwater, land surface or subsurface strata) or safety, including, without limitation, the Comprehensive Environmental Response, Compensation, and Liability Act ("CERCLA"), 42 U.S.C.A. ss.ss. 9601 et seq., the Resource Conversation and Recovery Act ("RCRA"), 42 U.S.C.A. ss.ss. 6901 et seq., the Clean Water Act, 33 U.S.C.A. ss.ss. 1251 et seq., the Clean Air Act 42 U.S.C.A. ss.ss. 7401 et seq., the Occupational Safety and Health Act, 29 U.S.C. ss. 651 et seq., The Toxic Substances Control Act, 15 U.S.C. ss. 2601 et seq., The Transportation Safety Act of 1974, 49 U.S.C. ss. 5101, et seq., and laws and regulations presently in effect relating to emissions, spills, leaks, discharges, releases or threatened releases of Materials of Environmental Concern, or otherwise relating to the manufacture, possession, distribution, use, treatment, storage, disposal, presence, transport or handling of Materials of Environmental Concern. 1.12. "ERISA" means the Employee Retirement Income Security Act of 1974, as amended, and the regulations promulgated thereunder. 1.13. "ERISA Affiliate" means any Person who is in the same controlled group of corporations or who is under common control with Seller (within the meaning of Section 414 of the Code). 1.14. "GAAP" means generally accepted accounting principles consistently applied. 1.15. "Governmental Entity" means any government and political subdivisions thereof, court, arbitral tribunal, administrative agency, tribunal or commission or any other governmental or regulatory body, instrumentality or authority, whether domestic (federal, state or local) or foreign. 1.16. "Indebtedness" of any Person means all obligations of such Person (i) for borrowed money, (ii) evidenced by notes, bonds, debentures or similar instruments, (iii) for the deferred purchase price of goods or services (other than trade payables or accruals incurred in the ordinary course of business), (iv) under capital leases and (v) in the nature of guarantees of the obligations described in clauses (i) through (iv) above of any other Person. -3- 1.17. "Intellectual Property" means collectively, all registered copyrights, copyright applications and unregistered copyrights, letters patent and pending applications for patents of the United States and all countries foreign thereto, including regional patents, certificates of invention and utility models, rights of license or otherwise to or under letters patent, certificates of intention and utility models which have been opened for public inspection and all reissues, divisions, continuations and extensions thereof, registered trademarks, registered service marks, trademark and service mark applications and unregistered trademarks and service marks, tradenames, brand names, brand marks, logos, licenses, mask work rights, computer software, computer systems and related proprietary documentation, trade secrets and related data, inventions, inventer's work papers and notebooks, disclosure of inventions, proprietary technology, formulae, processes, research and development in progress, know-how, designs, and all other proprietary information and similar intangible rights. 1.18. "Laws" means all laws, statutes, ordinances, governmental regulations, orders, decrees, edicts, rules or other requirements of any Governmental Entity presently in effect, including without limitation, those covering environmental, safety, health, transportation, bribery, record keeping, zoning, employment, tax, anti-discrimination, antitrust, wage and hour and price and wage control matters. 1.19. "Liabilities" means all Indebtedness, obligations and other liabilities, whether direct or indirect, and any loss, damage, cost, contingent liability, loss contingency, unpaid expense, claim, deficiency, guaranty or endorsement of or by any person whether or not ascertainable. 1.20. "Lien" means any mortgage, lien (including federal, state and local tax liens), security interest, pledge, negative pledge, encumbrance, assessment, title retention agreement, restriction or restraint on transfer, defect of title, charge in the nature of a lien or security interest, or option (whether consensual, statutory or otherwise) or any conditional sale contract, title retention contract or other contract to give any of the foregoing. 1.21. "Litigation" means any action, lawsuit, arbitration, criminal prosecution, tax audit, administrative or other proceeding or investigation, or any inquiry asserting a violation of any Law, by, before or for any Governmental Entity. 1.22. "Loss" means any and all damages, losses, obligations, deficiencies, Liabilities, encumbrances, penalties, fines, costs and expenses, including without limitation interest, court costs, reasonable fees of attorneys, accountants and other -4- experts or other reasonable expenses of Litigation or other proceedings or of any Claim, Default or assessment. 1.23. "Material Adverse Effect" means an effect which is or would be materially adverse to the Business, operations, properties, Assets (including intangible assets), prospects, Liabilities, condition (financial or otherwise) or results of operation, of the Company or the Buyer, as the case may be; provided that the Buyer acknowledges and agrees that Seller's financial condition as of May 28, 1996 (as disclosed by Seller to Buyer) did not constitute a Material Adverse Effect. 1.24. "Materials of Environmental Concern" means any toxic, reactive, corrosive, carcinogenic, flammable or hazardous pollutant or other substance that presently is the subject of regulation under Environmental Laws, including, but not limited to, any "hazardous substance," "hazardous waste," "pollutants," or "contaminants" as defined in Environmental Laws, petroleum and petroleum products, natural gas or synthetic gas, material that is a source, special nuclear or by-product material, as defined by the Atomic Energy Act of 1954, 42 U.S.C.A. ss.ss. 3011 et seq., and the regulations promulgated thereto, "hazardous chemical," as defined in 29 C.F.R. Part 1910, materials that are considered hazardous for the purposes of transportation as defined in 29 C.F.R. Part 1910 and all other hazardous materials as defined in 49 C.F.R. Part 172. 1.25. "Permits" means any and all licenses, franchises, permits, (including without limitation occupancy permits), easements and rights of way, zoning variances, rights, consents, orders, approvals, certificates and other authorizations of or issued by any Governmental Entity. 1.26. "Person" means any natural person, a sole proprietorship, a corporation, a partnership, a limited liability company, a joint venture, an association, a trust, or any other entity or organization, including a government or a political subdivision, agency or instrumentality thereof. 1.27. "Plan" means any bonus, incentive compensation, deferred compensation, pension, profit sharing, retirement, stock purchase, stock option, stock ownership, stock appreciation rights, phantom stock, leave of absence, layoff, vacation, day or dependent care, legal services, cafeteria, life, health, accident, disability, workmen's compensation or other insurance, severance, separation or other employee benefit plan, practice, policy or arrangement of any kind, whether written or oral, including, but not limited to, any "employee benefit plan" within the meaning of Section 3(3) of ERISA. 1.28. "Taxes" means all taxes, charges, fees, levies or other assessments, including but not limited to all net -5- income, gross income, gross receipts, sales, use, ad valorem, transfer, franchise, profits, withholding, payroll, employment, social security, unemployment, excise, estimated, stamp, occupation, property or other taxes, highway use, fuel and transfer taxes, customs duties, fees, assessments or charges of any kind whatsoever, including all interest and penalties thereon, and additions to tax or additional amounts imposed by any taxing authority, domestic or foreign upon a Person or any of its properties. 1.29. "Transferred Employees" means those Employees of Seller who are offered employment by Buyer pursuant to Section 15.2 and who become employees of Buyer within two weeks after the Closing Date. ARTICLE 2 SALE AND PURCHASE OF ASSETS 2.1. Assets to be Acquired. Subject to the terms and conditions contained herein, on the Closing Date (as defined below), Seller shall, or shall cause its Affiliates to, sell, assign, transfer and deliver to Acquisition free and clear of all Liens (other than those Liens set forth on Schedule 2.1 hereto), and Acquisition shall purchase from Seller, all of the assets of the Company, whether real, personal, or mixed, and whether tangible or intangible, used in the Business other than the Excluded Assets (as defined in Section 2.2 below) (the "Assets"), including without limitation: 2.1.1. Owned Real Property. The real property located in Lexington, North Carolina that is owned by the Company as more particularly described on Schedule 2.1.1 (the "Owned Facility") and all of the rights arising out of the Company's ownership thereof or appurtenant thereto, together with all buildings, structures, facilities, fixtures and other improvements thereon and thereto of every kind and nature now or hereafter erected, installed, located, situated or used on, in, under or in connection with the operation, use or enjoyment thereof (the "Improvements") and together with any and all tenements, hereditaments and appurtenances now or hereafter belonging thereto or any part thereof or in any way appertaining or beneficial thereto, all easements and covenants now existing or hereafter created for the benefit thereof, and all other rights, liberties and privileges of whatsoever kind or character, and reversions, remainders, income, rents, issues and profits now or hereafter contained in, belonging to, arising from or in any way appertaining or beneficial to such real property; 2.1.2. Leased Real Property. The leases for (i) the Business' headquarters located in Brentwood, Tennessee (the "Headquarters") which is more particularly described on Schedule -6- 2.1.2 hereto, (ii) the Business' leased operating facilities that are more particularly described on Schedule 2.1.2 hereto (the "Leased Facilities," and together with the Headquarters and the Owned Facility collectively, the "Facilities") together with Seller's interest in all rail transfer facilities, fixtures and other leasehold improvements thereon of every kind and nature now or hereafter erected, installed, located, situated or used on, in, under or in connection with the operation, use or enjoyment thereof (the "Leasehold Improvements"); 2.1.3. Transport-Related Assets. All (i) one hundred seventy-two (172) tractors used in the Business, fifty-nine (59) of which are owned by the Company (the "Company Owned Tractors") and one hundred thirteen (113) of which are leased by the Company, (ii) seven hundred sixty-five (765) trailers used in the Business, four hundred thirty-four (434) of which are owned by the Company (the "Company Owned Trailers") and three hundred thirty-one (331) of which are leased by the Company, (iii) seventeen (17) road ready, MC 307 trailers which are certified pursuant to U.S. Department of Transportation regulation 183, and Nineteen (19) road ready tractors, none of which are more than 10 years old and all of which have an aggregate fair market value of not less than Five Hundred Thousand Dollars ($500,000), and all of which are owned by Seller or its Affiliates; provided that, to the extent such MC 307 trailers and the tractors have an aggregate fair market value on the Closing Date of less than $500,000, the Purchase Price shall be reduced by an amount equal to the difference between $500,000 and such aggregate fair market value, and (iv) other motor vehicles and/or other transport-related assets used in the Business, all as more particularly described on Schedule 2.1.3 (the "Transport-Related Assets"). 2.1.4. Tangible Personal Property. All furniture, fixtures (including without limitation, the Leasehold Improvements located at the Licensed Facilities (as defined below)), machinery, and related equipment used in the Business, including without limitation, tank cleaning machinery and equipment, spare parts, tooling, tools, computer hardware and to the extent Acquisition obtains appropriate licenses with respect thereto, such licenses being listed on Schedule 2.1.4 hereto, software, office equipment and other tangible personal property used in the Business, including but not limited to, any of the foregoing listed on Schedule 2.1.4 ("Tangible Personal Property"); provided that, the foregoing Tangible Personal Property shall not include any property located at BMI's Cleveland, Ohio headquarters other than the computer equipment more particularly described on Schedule 2.1.4 hereto; 2.1.5. Personal Property Leases. All leases of tangible personal property used in the Business listed on Schedule 2.1.5, together with any options to purchase the underlying property; -7- 2.1.6. Relevant Contracts. Those Contracts to which the Company is a party relating to the Assets or otherwise appurtenant to the Facilities or used in the Business listed on Schedule 2.1.6 (the "Relevant Contracts"); 2.1.7. Intellectual Property. All Intellectual Property owned by Seller and relating to the Business, including but not limited to, all of Seller's right, title and interest in and to the name "Fleet" and all derivations thereof, and all goodwill relating thereto, but not the name "Bulk Storage" or any derivation thereof or goodwill relating thereto, together with all of the foregoing listed on Schedule 2.1.7 (the "Transferred Intellectual Property"); 2.1.8. Intangible Personal Property. All Permits (that by their terms are transferable by the Seller to a third party) ("Transferred Permits"), customer lists, other intangible personal property located at, or used in the Business and the goodwill of the Business, including, but not limited to, any of the foregoing listed on Schedule 2.1.8 (the "Intangible Personal Property" and together with the Tangible Personal Property and the Transport-Related Assets, the "Personal Property"); provided that, the foregoing Intangible Personal Property shall not include any property located at BMI's Cleveland, Ohio headquarters other than the records of the Company; 2.1.9. Escrowed Deposits of Independent Contractors. All sums put into escrow by the Independent Contractors (as defined below) and held in escrow as of the Closing Date by the Company pursuant to the terms of the Independent Contractor Agreements between the Independent Contractors and the Company (the "IC Agreements"), the approximate aggregate amount of which, as of the Closing Date, is Two Hundred Seventy-Three Thousand One Hundred Twenty-Three Dollars and twenty-six cents ($273,123.26) subject to any rights or claims of the Independent Contractors under the IC Agreements, which escrowed deposits are more particularly described on Schedule 2.1.9 (the "Escrow Deposits"); 2.1.10. Accrued Employee Vacation. All sums accrued by the Company or the Seller in respect of the Employees' accrued vacation, the approximate aggregate amount of which is Two Hundred Fourteen Thousand Two Hundred Seventy-Five Dollars ($214,275.00), which amounts are more particularly described on Schedule 2.1.10 hereto (the "Accrued Vacation Amounts"); 2.1.11. Specified Accounts Receivable. Accounts receivable of the Business that represent not less than Three Million Dollars ($3,000,000) worth of receivables, which receivables are more particularly identified in Schedule 2.1.11 hereto (the "Specified Accounts Receivable"); and -8- 2.1.12. After Acquired Property. All of the assets, whether real, personal, or mixed, and whether tangible or intangible acquired by Seller or its Affiliates after the date hereof and prior to the Closing Date and which are used in the Business, which are owned by the Company on the Closing Date and which are desired to be acquired by Acquisition. 2.2. Excluded Assets. (a) The accounts receivable relating to the Business not purchased by Acquisition pursuant to Section 2.1.11 hereof, (b) claims against third parties relating to pre-Closing events or occurrences, (c) cash and deposits (including all bonds, letters of credit, security and utility deposits), (d) the real property leases for the facilities of the Business located in (i) Atlanta, Georgia, (ii) Augusta, Georgia, (iii) Charlotte, North Carolina, (iv) Savannah, Georgia, and (v) Chattanooga, Tennessee (collectively, the "Licensed Facilities"), and (e) Permits (other than the Transferred Permits), including any transportation related operating authorities, IFTA permits, single state registration or base plates, as may be more particularly described on Schedule 2.2 hereto, together with the other assets not related to the Business listed on Schedule 2.2 are specifically excluded from the Assets being transferred to Acquisition pursuant to this Agreement (the "Excluded Assets"). ARTICLE 3 PURCHASE PRICE 3.1. Purchase Price. The consideration for the Assets being purchased hereby, subject to the adjustments to be made pursuant to Section 12.3 below, shall be (i) Fifteen Million Five Hundred Thousand Dollars ($15,500,000) less the Escrow Deposits assumed by Acquisition on the Closing Date and less the Accrued Vacation Amounts assumed by Acquisition on the Closing Date plus Two Million Four Hundred Thousand Dollars ($2,400,000) in consideration of the Specified Accounts Receivable; provided, that in the event the Specified Accounts Receivable shall represent less than Three Million Dollars ($3,000,000), Acquisition shall only be required to pay (for such Specified Accounts Receivable) an amount equal to eighty percent (80%) of the amount represented by such Specified Accounts Receivable (the "Purchase Price"), (ii) plus Acquisition's assumption of the Assumed Equipment Lease Liabilities, the net present value of which in no event shall be greater than Fourteen Million Six Hundred Thousand Dollars ($14,600,000) worth of Liabilities (the "Assumed Liabilities Threshold") and Acquisition's Assumption of the Assumed Liabilities, (iii) plus the Earn-Out (as defined below). The Purchase Price shall be payable to the Seller in cash as set forth in Section 3.2 hereof, the Assumed Equipment Lease Liabilities and Assumed Liabilities shall be assumed as set forth in Section 3.3 hereof, and the Earn Out shall be determined -9- and (if applicable) paid in accordance with the terms of Section 3.4 hereof. 3.2. Payment of Purchase Price. (a) On the Closing Date, the Purchase Price less $1,500,000 shall be paid to the Seller in cash, by wire transfer in United States federal funds or to such other Person or Persons as the Company shall designate pursuant to the disbursement direction letter provided by the Seller prior to the Closing. (b) The balance of the Purchase Price, amounting to One Million Five Hundred Thousand Dollars ($1,500,000) (the "Environmental Hold Back") shall be retained by the Buyer to be utilized by the Buyer to perform any necessary or appropriate remediation or environmental clean-up at the Facilities, if any, together with all necessary or appropriate analyses, studies, audits and other services reasonably relating thereto (the "Related Environmental Services"). Such remediation and/or clean-up and the Related Environmental Services shall be performed in Buyer's reasonable and good-faith discretion, and Buyer shall provide advance written notice thereof, but in no event shall Seller be entitled to approve or otherwise interfere in Buyer's remediation or clean-up activities; provided, however, that the amount charged by Buyer to the Environmental Hold Back shall be limited solely to the cost and expense of remediation or clean-up and the Related Environmental Services necessary or appropriate to bring the Facilities into compliance with Environmental Laws. Where reasonable to do so, the Buyer shall apply for subsidies and/or reimbursement of expenses from appropriate Governmental Entities relating to such remediation or clean-up activities, and to the extent Buyer receives (i) such subsidies, such amounts shall be utilized by Buyer prior to Buyer's utilization of the Environmental Hold Back, or (ii) such reimbursements, such amounts shall be credited to the Environmental Hold Back. To the extent Buyer does not utilize the entire Environmental Hold Back on or prior to the second anniversary of the Closing Date, Buyer shall pay to Seller one-half (the "Second Anniversary Installment") of the unused portion of the Environmental Hold Back (the "Unused Holdback") on the second anniversary of the Closing Date and Buyer shall pay to Seller the balance of the Unused Portion (the "Third Anniversary Installment") on the third anniversary of the Closing Date. The Second Anniversary Installment of the Environmental Hold Back, if any, shall be payable to Seller with interest thereon at eight percent (8%) per annum (the "Agreed Rate"), computed from the Closing Date to the date of payment of the Second Anniversary Installment. The Third Anniversary Installment of the Environmental Hold Back, if any, shall be payable to Seller with interest thereon at the Agreed Rate, computed from the Closing Date to the date of payment of the Third Anniversary Installment. If any installment if not paid when due, such installment shall -10- bear additional interest at the rate of two percent (2%) per annum until paid, plus the costs and expenses including reasonable attorneys' fees, relating to the enforcement and the collection thereto incurred by Seller ("Enforcement Related Expenses"). In the event Buyer utilizes the entire Environmental Hold Back prior to the second anniversary of the Closing Date, Buyer shall not owe Seller any interest in respect thereof. Buyer shall, upon Seller's reasonable request therefor, promptly provide Seller with a description of the remediation or clean-up undertaken and evidence that such was necessary or appropriate to remedy noncompliance with Environmental Law, accompanied by reasonably satisfactory evidence of the environmental circumstances addressed by such remediation or clean-up and the amounts expended by Buyer in respect of the Environmental Hold Back, which evidence shall be conclusive absent manifest error, all of which shall be certified by an officer of Acquisition. (c) All amounts paid by Acquisition in respect of the Specified Accounts Receivable shall be used by Seller to satisfy, at the Closing, the accounts payable relating to the Business identified on Schedule 7.1.8 hereto. 3.3. Assumption of Assumed Equipment Lease Liabilities. On the Closing Date, Acquisition shall execute and deliver to the Company an Assignment and Assumption Agreement pursuant to which the Company shall assign to Acquisition and Acquisition shall assume, effective as of the Closing Date, the Assumed Liabilities; provided, that, in no event shall Acquisition be required to assume Assumed Equipment Lease Liabilities in excess of the Assumed Equipment Lease Liabilities Threshold. 3.4. Earn Out. (a) Following the Closing, Seller shall be entitled to receive an additional payment (the "Earn Out") from Buyer computed as set forth below. The Earn Out will consist of a Revenue Amount and an EBITDA Amount (both as defined below). The Earn Out shall be based upon the financial performance of the Business during the twelve (12) calendar month period commencing on the first day of the first calendar month following the Closing Date, and ending on the last day of the twelfth (12th) calendar month thereafter (the "Earn Out Period"). (b) Notwithstanding anything to the contrary in this Agreement, during the Earn Out Period, Acquisition agrees not to take any action, or omit to take any action with respect to the Assets and Business acquired pursuant to this Agreement, the sole or principal purpose of which shall be to reduce the Revenue Amount and/or the EBITDA Amount during the Earn Out Period. In addition, during the Earn Out Period, Buyer shall provide Seller with prompt written notice in the event of any -11- material Default under any Facility or Transport-Related Asset lease or material Personal Property lease assumed by Acquisition hereunder or any material Relevant Contract assumed by Acquisition hereunder. (c) Seller will be entitled to receive (A) an amount (the "Revenue Amount") equal to sixty-seven and seven hundred eight thousandths cents ($.67708) for each dollar ($1.00) of revenue generated by the Business (determined from the books and records of the Business in accordance with GAAP) during the Earn Out Period in excess of Sixty-One Million Dollars ($61,000,000); provided, however, that in no event shall the Revenue Amount exceed Three Million Two Hundred Fifty Thousand Dollars ($3,250,000) and (B) an amount (the "Additional Revenue Amount") equal to forty-one and six hundred sixty-seven thousandths cents ($.41667) for each dollar ($1.00) of revenue generated by the Business (determined from the books and records of the Business in accordance with GAAP) during the Earn Out Period in excess of Sixty-Five Million Eight Hundred Thousand Dollars ($65,800,000); provided, however, that in no event shall the Additional Revenue Amount exceed Two Hundred Fifty Thousand Dollars ($250,000). Buyer and Seller acknowledge that prior to and following the Closing, Chemical Leaman Tank Lines, Inc., a wholly-owned subsidiary of CLC ("CLTL"), will operate facilities located in the same territory as, and in competition with, one or more of the Facilities (the "Competitive Facilities"). Buyer and Seller further acknowledge that the Business could experience either an increase or a decrease in revenue due solely to the presence of the Competitive Facilities. Accordingly, to the extent a Competitive Facility or the Facility located in the same territory shall be sold, closed or consolidated with the other facility in that territory, Buyer shall provide detailed written notice of such event to Seller and shall allocate the revenues and the EBITDA (as defined below) at such other facility in that territory in a manner consistent with the revenues and EBITDA proration in each of the applicable Facility and Competitive Facility location during the twelve (12) month period prior to the Closing Date. Buyer covenants that no new Competitive Facilities will be started up by it or any Affiliate during the Earn Out Period and that it will provide notice to Seller of any acquisition of a Competitive Facility during the Earn Out Period. (d) Seller will further be entitled to receive (A) an amount (the "EBITDA Amount") equal to One Dollar fifty-eight and five hundred thirty-seven thousandths cents ($1.58537) for each dollar ($1.00) of EBITDA (as defined below) achieved by the Business during the Earn Out Period in excess of Six Million Seven Hundred Thousand Dollars ($6,700,000); provided, however, that in no event shall the EBITDA Amount exceed Three Million Two Hundred Fifty Thousand Dollars ($3,250,000) and (B) an amount (the "Additional EBITDA Amount") equal to One Dollar ($1.00) for each dollar ($1.00) of EBITDA achieved by the Business during the -12- Earn Out Period in excess of Eight Million Seven Hundred Fifty Thousand Dollars ($8,750,000); provided, however, that in no event shall the Additional EBITDA Amount exceed Two Hundred Fifty Thousand Dollars ($250,000). For purposes of this Section 3(d), "EBITDA" shall be defined as the Business' revenues minus the Business' expenses (excluding equipment charges for operating and capital leases related to revenue equipment, and depreciation). In addition to the other expenses incurred by the Business during the Earn Out Period, which shall be determined from the books and records of the Business in accordance with GAAP and subtracted from the revenues of the Business, the parties agree that the Business' expenses shall also include "insurance costs," which shall, for the Earn Out Period, be not less than $4,023,000 and if less than that amount shall be deemed (solely for purposes of determining the EBITDA Amount) to be $4,023,000, "group administration charges," which shall, for the Earn Out Period, be deemed (solely for purposes of determining the EBITDA Amount) to be $3,000,000 and a "corporate administration charge," which shall, for the Earn Out Period, be deemed (solely for purposes of determining the EBITDA Amount) to be $462,000. The foregoing deemed amounts shall be used to compute EBITDA in lieu of the actual expenses incurred by the Business in these categories as set forth on the books and records of the Business. For purposes of computing EBITDA and the EBITDA Amount, expenses incurred by the Business during the Earn Out Period shall not include any amounts expended from the Environmental Hold Back and, with respect to any intercompany Affiliate charges incurred by the Business, all such charges shall be reasonable and determined on an arms-length basis. (e) Within sixty (60) days following the expiration of the Earn Out Period, Buyer shall deliver to Seller a certificate, executed by the President, CEO or CFO of Acquisition, showing the Revenue Amount, the EBITDA Amount and the total Earn Out, and the specific calculations thereof. Seller shall have thirty (30) days following the receipt of such certificate to review the determination and calculation of each of the Revenue Amount, the EBITDA Amount and the total Earn Out and any and all workpapers related to such calculation, which workpapers will be provided to Seller upon its request. In the event that Seller disputes any portion of the Earn Out calculation, Seller will provide within such thirty (30) day period written notice setting forth, in detail, its specific objections and Buyer and Seller agree to meet within five (5) days of Buyer's receipt of such notice from Seller to resolve such dispute. If Buyer and Seller are unable to agree upon the Earn Out within five (5) days, then the determination of the Earn Out shall be made by a "big six" accounting firm not then representing Buyer or Seller (or any Affiliate thereof), whose decision shall be final and binding on the parties and whose costs and expenses shall be paid by Seller unless, as a result of such decision, the Earn Out shall increase by not less than -13- $250,000 over the amount determined by Buyer, in which case the cost and expenses of such accounting firm shall be borne by Buyer and Seller equally; provided, that, in no event shall Buyer be required to pay more than $50,000 to such accountants. Buyer agrees to provide Seller reasonable access to the records of the Business and, if appropriate, the records of any Competing Facility. (f) The Earn Out, if any, will be paid by the Buyer in three equal installments, the first of which shall be due ninety (90) days following the expiration of the Earn Out Period, the second of which shall be due on the first anniversary of the expiration of the Earn Out Period, and the final installment shall be due on the second anniversary of the expiration of the Earn Out Period. Following the payment of the first installment, the outstanding balance of the Earn Out from time to time shall bear interest at the Agreed Rate for the period of time commencing on the first anniversary of the expiration of the Earn Out Period until paid by Buyer in accordance with the terms hereof. Such interest shall be payable on the date that each of the second and third installments are paid by the Buyer. Buyer may prepay any installment, with interest accrued thereon, without penalty. If any installment is not paid on or before the due date, the installment shall bear additional interest at the rate of two percent (2%) per annum until paid plus any Enforcement Related Expenses. (g) During the Earn Out Period, Acquisition shall provide to BMI: (i) within ninety (90) days after the end of each fiscal year, a copy of the unaudited financial statements of Acquisition prepared by management of Acquisition, as at the end of such year and (ii) as soon as practicable, but in no event later than twenty (20) days after the end of each month, a report setting forth the amount of revenue generated by, and the amount of EBITDA achieved by, the Business during such month (the "Monthly Earn Out Report"). The Monthly Earn Out Report shall be unaudited, provided that Buyer shall represent and warrant that such Monthly Earn Out Report and such year-end financial statements represent Acquisition's reasonable and good faith estimate of the matters set forth therein and shall have been prepared in a manner consistent with the terms of this Agreement. 3.5. Allocation. The Purchase Price, and the Assumed Liabilities assumed by Acquisition pursuant to Article 4 hereof shall be allocated among the Assets in the manner required under Section 1060 of the Code and otherwise as set forth in the allocation schedule attached hereto as Schedule 3.5 (the "Allocation Schedule"). Buyer and Seller will file all Returns (as defined below), in accordance with the Allocation Schedule and neither party will take a contrary position for Federal, state or local tax purposes that is not consistent with the -14- Allocation Schedule on any Return or any documents filed by any of said parties with Federal, state or local authorities. ARTICLE 4 LIABILITIES OF THE COMPANY 4.1. Liabilities. At Closing, Acquisition will assume only (i) the unamortized portion (as of the Closing Date) of those Liabilities of the Company for equipment leases which do not, in the aggregate, exceed the Assumed Equipment Lease Liabilities Threshold and which are listed on Schedule 4.1 attached hereto, (the "Assumed Equipment Lease Liabilities"), (ii) subject to the Company's ability to transfer, the Company's Liabilities in respect of the Escrow Deposits, (iii) the Company's Liabilities in respect of the Accrued Vacation Amounts, (iv) the Business' Liabilities arising after the Closing Date in respect of those fax machine, copier, computer and other business equipment leases listed on Schedule 4.1 hereof (v) the Business' Liabilities arising after the Closing Date in respect of the leases for the Leased Facilities, and (vi) the Business' Liabilities arising after the Closing Date in respect of the Contracts listed on Schedule 4.1 (collectively, the "Assumed Liabilities"). Acquisition covenants to timely and fully perform and satisfy all obligations under and pay all amounts provided for under the Assumed Liabilities. 4.2. Excluded Liabilities. Except as expressly provided in Section 4.1 hereof, Buyer does not and will not otherwise acquire, discharge, assume, or become responsible for any Liabilities of the Company. Except for the Assumed Liabilities, Buyer does not hereby and shall not assume or in any way undertake to pay, perform, satisfy or discharge any Liabilities of Seller (the "Excluded Liabilities") and Seller agrees to pay and satisfy when due those Liabilities not assumed by Buyer. The Excluded Liabilities which shall not be assumed by Buyer shall include, without limitation: (a) All Liabilities relating to Benefit Plans maintained by Seller, whether or not for the Employees, other than the Accrued Vacation Amounts and Buyer's reimbursement obligations under dependent care and medical expense reimbursement plans as provided for in Section 15.3.3 below; (b) All Liabilities of Seller with respect to accounts payable arising on or prior to the Closing Date in connection with the operation of the Business; (c) All Liabilities of Seller under Contracts not assumed by Buyer pursuant to Schedule 4.1 and all obligations of -15- Seller arising or to be performed prior to the Closing Date under Contracts which are listed on Schedule 4.1; (d) All Liabilities for Taxes due and payable in respect of the operation of the Business on and prior to the Closing Date; and (e) All Liabilities of Seller relating to product Liabilities, workers' compensation Claims, cargo Claims, personal injury Claims, motor vehicle-related Claims and other Claims relating to the Business. (f) All Liabilities under Environmental Law arising out of acts or omissions occurring, or conditions existing, before the Closing Date. ARTICLE 5 REPRESENTATIONS AND WARRANTIES The Company and BMI, jointly and severally, represent and warrant to Buyer as follows: 5.1. Organization, Power, Standing and Qualification. Each of the Company and BMI is a corporation duly organized, validly existing, and in good standing under the Laws of the State of its incorporation and each has full power and authority (corporate and otherwise) to carry on its businesses as now being conducted and to own and operate the properties and assets now owned and operated by it. Attached hereto as Schedule 5.1 is a list of each and every jurisdiction in which the Company is qualified to do business. The Company is and has been at all times it was required to be, duly qualified to do business and is in good standing in each and every jurisdiction where the ownership or leasing of its properties and assets and the operation of its business requires such qualification except where the failure to qualify or to be in good standing would not have a Material Adverse Effect. 5.2. corporate Power and Authority. Each Company and BMI has the requisite power and authority to execute, deliver and perform this Agreement and each of the documents, agreements and instruments to be executed, delivered and performed by it in connection with this Agreement (collectively the "Collateral Documents") and except as provided for on Schedule 5.2, to transfer the Assets to Buyer. The execution, delivery and performance of this Agreement and each of the Collateral Documents to which Seller is a party, and the consummation of the transactions contemplated hereby and thereby have been duly authorized by all necessary action (corporate or otherwise) on the part of Seller including, without limitation, the approval -16- thereof by the stockholders of the Company and the common stockholders and the holders of the subordinated debentures of BMI listed on Schedule 5.2, and requires no further authorization or consent by Seller, except to the extent obtained or otherwise disclosed on Schedule 5.2. This Agreement and the Collateral Documents, to the extent Seller is a party thereto, required to be executed on the date hereof have been duly and validly executed and delivered by Seller. This Agreement and the Collateral Documents, to the extent Seller is a party thereto, constitute the legal, valid and binding obligation of Seller, enforceable in accordance with their terms, except as such enforcement may be limited by applicable bankruptcy, insolvency, moratorium or similar laws affecting the enforcement of creditors' rights generally and by the general principles of equity or public policy. 5.3. Validity of Contemplated Transactions. Except as set forth on Schedule 5.3, the execution, delivery and performance of this Agreement and each of the Collateral Documents and the consummation of the transactions contemplated hereby and thereby do not and will not (a) violate, breach or contravene any of the terms, conditions or provisions of the Articles or Certificate of Incorporation or Bylaws of any Company or BMI; (b) violate, breach, be in conflict with, constitute a Default under, or cause the acceleration of any payments pursuant to any material Relevant Contract; (c) violate any provision of Law or any Transferred Permit, applicable to the Company or any of its Assets; (d) require any consent, approval, waiver, authorization or permit of, or filing or registration with or notification to, any Governmental Entity or any other Person to be obtained by Seller, except to the extent obtained, waived or otherwise disclosed on Schedule 5.3; (e) result in the creation or imposition of any Lien, upon Seller, any of the Assets or the Business; or (f) otherwise materially and adversely affect the validity or effectiveness of any Relevant Contract or the operation of the Business. 5.4. Title to Properties. (a) Real Property. (i) Except for the Owned Facility, the Company does not own any real property, nor is any real property owned by the Seller utilized in the Business. Schedule 2.1.2 contains a true and correct list of real property leased by the Company which is used in the Business, together with a description of the Improvements and Leasehold Improvements (as the case may be) located thereon. (ii) The Company is in possession of each of the Facilities and has appropriate rights of ingress and egress with respect to the Facilities and the Improvements. None of the -17- Facilities, the Improvements or the use thereof contravenes or violates any zoning law, or any building, land use, administrative, occupational or safety and health Law in any material respect (except as permitted on the basis of prior nonconforming use, waiver or variance), all of which permitted uses, to the extent known to the Company, are set forth on Schedule 5.4(a)). (iii) The Company has delivered or made available to Buyer prior to the execution of this Agreement true and complete copies of all leases, mortgages, deeds of trust, certificates of occupancy, title insurance policies, title reports, surveys and similar documents, and all amendments thereof, in the Company's possession, with respect to the Facilities. (iv) There are no condemnation or appropriation proceedings pending or, to the knowledge of the Company, threatened against any of the Facilities, the Improvements or the Leasehold Improvements (as the case may be). (v) Except as set forth on Schedule 5.4, the Improvements and the Leasehold Improvements are in good operating condition (ordinary wear and tear excepted). (vi) Other than the leases listed on Schedule 2.1.2, to the knowledge of Seller, there are no options, licenses, leases, rights of first refusal, conditional sales agreements, or similar arrangements respecting any Facility. (vii) Except for ordinary wear and tear, since the Financial Statement Date, there has been no material damage, destruction or loss (whether or not covered by insurance), with respect to any Facility. (viii) The Company has access to all utilities, including water and sewage, necessary to operate the Business in the normal course and there are no unpaid assessments for the installation thereof or charges for making connection thereto that have not been fully paid or reserved. With respect to the Facilities, all public utilities, including connection and permanent right to discharge sanitary waste into the collector system of the appropriate sewer authority, are installed and operating, and all installation and connection charges have been paid in full or reserved. (ix) There are no outstanding notices of uncorrected violations of the building, safety, plumbing, electrical, health, zoning or fire ordinances of the city, county, state or municipality in which any of the Facilities is located. The zoning and building Laws of the city, county, state or municipality in which any of the Facilities is located have not been -18- and are not violated in any material respect by the existing structures. (x) There are no management, service, supply, security, maintenance, or similar Contracts with respect to or affecting the Facilities, except as set forth on Schedule 2.1.6 or 5.4(a) attached hereto. (xi) None of the Facilities, or portion thereof or the Improvements or Leasehold Improvements are affected by any special assessments, whether or not a Lien thereon, which have not been paid in full and there are no current installments of such assessments which remain unpaid and no such property will be assessed for any street paving or curbing heretofore laid or any other public improvements heretofore made. There are no pending, or to the Seller's knowledge, threatened assessments or similar charges that affect the Facilities; and there is no proceeding pending or to the Seller's knowledge, threatened for any increase of the assessed valuation of any portion of the Facilities. No ordinance authorizing improvements, the cost of which might be assessed against Buyer or any real property included in the Assets, is pending or, to the Seller's knowledge, contemplated. (xii) To the Seller's knowledge, the Real Property is not located within a special flood hazard area as documented in the "Department of Housing and Urban Development, Federal Insurance Administration Special Flood Hazard Area Maps." (b) Except as set forth on Schedule 5.4(b), Company or an Affiliate thereof is in possession of and has good, valid and marketable title to, or has valid leasehold interests in or valid rights under Contract to use, all the Personal Property including, without limitation, all of the Personal Property reflected on the Schedules hereto. All the Personal Property is free and clear of all Liens, other than Liens arising by operation of law in the ordinary course of business for sums not due and which do not materially detract from the value of such Personal Property, Liens securing the performance of Leases or contracts entered into in the ordinary course of business or Liens disclosed on Schedule 5.4(b). Except as set forth on Schedule 5.4(b), all Personal Property is in good operating condition (ordinary wear and tear excepted), will be usable by Buyer for its intended purposes consistent with its use by the Company and its use by the Company complies with applicable Laws in all material respects. 5.5. Third Party Options. There are no Contracts or rights of any kind with, to or in any third party to acquire any of the Company's capital stock, any of the Assets or any interest in or portion of, the Assets or the Business. 5.6. Schedule of Assets. Schedule 2.1.1 through 2.1.11, are each a true, correct and complete listing, in all material -19- respects, of such category of Assets (other than Transferred Permits) owned by the Seller or an Affiliate which are used in the Business as of the date hereof, and will be a true, correct and complete listing, in all material respects, of such category of Assets (other than Transferred Permits) owned by the Seller or an Affiliate which are used or are necessary or appropriate for use in the Business in the manner in which the Business will be conducted as of the Closing. 5.7. Financial Statements. The Company has delivered to Buyer true and correct copies of the following financial statements: (i) a draft audited financial statement (the "1995 Financial Statements") relating to the Business for the period ended September 30, 1995 (the "Financial Statement Date"), (ii) unaudited internal income statements relating to the Business for the 1 month and 5 month periods ended February 29, 1996 (the "Interim Financials" and together with the 1995 Financial Statements, the "Financial Statements"). The Financial Statements have been, as of the respective dates thereof, prepared in accordance with the applicable books and records of the Business (which books and records are true and complete in all material respects) and when read together with the notes thereto, present fairly the financial condition of the Business and the results of its operations for the respective periods ended on such dates. The 1995 Financial Statements have been prepared in conformity with GAAP, consistently applied. 5.8. Absence of Undisclosed Liabilities. There exist no Liabilities, and Seller has not received notice of any Liabilities, which relate to, arise out of or otherwise were incurred in connection with the Business or the Assets except for those incurred, consistent with past business practices, in the ordinary course of the Business since the Financial Statement Date and except those which are specifically disclosed in the Financial Statements or in Schedule 5.8 attached hereto. Schedule 5.8 hereto sets forth all bonds, guarantees, letters of credit and reimbursement obligations of the Company not otherwise disclosed on Schedule 5.14. 5.9. Certain Tax Matters. (a) For any period ending on the date of or before the Closing Date, the Company has duly and timely filed or will file all federal, state, and local tax returns, declarations, and reports, estimates, information returns and statements (collectively, "Returns") required to be filed or sent by it or on its behalf and all such Returns are or will be true, correct and complete. The Company has paid in full all Taxes and any penalties entered with respect thereto, due and payable for any period ending on or before the Closing Date. All Taxes relating to the Seller's operation of the Business have been paid, withheld, or reserved for. (b) There are no Liens for Taxes upon any of the Assets, and no event has occurred which with the passage of time or -20- the giving of notice, or both, could result in a Lien for Taxes and any of the Assets. (c) The Company is not a United States real property holding corporation and has not been a United States real property holding corporation (as defined in Section 897(c)(2) of the Code) during any period specified in Section 897(c)(1)(A)(ii) of the Code. (d) The Company has no permanent establishment located in any tax jurisdiction other than the United States and is not liable for the payment of taxes levied by any such jurisdiction located outside the United States. 5.10. Litigation; Compliance with Laws. Except as set forth in Schedule 5.10 attached hereto, there is no Litigation pending or, to the Seller's knowledge threatened, against or related to the Company or the Business, nor any failure to comply with, nor any Default under, any Law, or order applicable to, nor any violation of or Default with respect to any order, writ, injunction, judgment, or decree of any court or Governmental Entity or other instrumentality issued or pending against, the Company or the Business which, individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect on the Business. The Company has obtained all Permits for the operation of the Business as presently operated, the failure of which to obtain, individually or in the aggregate, could reasonably be expected to have a Materially Adverse Effect on the Business, and all are listed on Schedule 5.10 attached hereto by the Facility to which such Permits relate, or if any such Permit relates to the Business as a whole, such fact shall be reflected on Schedule 5.10 hereto. All such Permits are presently valid and in full force and no cancellation, or withdrawal thereof has been effected or, to the Seller's knowledge, threatened and the Company is not in Default under any such Permit. The Company will renew or revalidate any such Permits which may become void, expired, terminated, canceled, or withdrawn between the date hereof and the Closing Date. The execution of this Agreement and the performance of the transactions contemplated hereby will not, upon the assignment of such Transferred Permits, result in the material modification or termination of, any such Transferred Permits. There have been no illegal kickbacks, bribes or political contributions made by the Seller relating to the Business. 5.11. Employee Benefits. 5.11.1. General. Schedule 5.11.1 attached hereto lists all Benefit Plans currently maintained by the Company. Except as set forth in Schedule 5.11.1: (a) No event has occurred which would permit the PBGC to impose a lien against any of the Assets under Title IV of ERISA. -21- (b) Each Benefit Plan that provides medical benefits has been operated in compliance, in all material respects, with the requirements of sections 601 through 608 of ERISA and either (i) section 162(i)(2) and (k) of the Code and regulations thereunder (prior to 1989) or (ii) Section 4980B of the Code and regulations thereunder (after 1988), relating to the continuation of coverage under certain circumstances in which coverage would otherwise cease. (c) There have been no statements or communications made or materials provided to any Employee or former Employee of the Company by any person (including any Affiliate or any employee, officer or director of any Affiliate) which provide for or could be construed as a contract or promise by the Company that the Buyer shall provide for any pension, welfare, or other insurance-type benefits to any such Employee or former Employee, whether before or after retirement, other than as specifically set forth in Article 15 hereof. (d) All contributions to, and payments from, the Benefit Plans which may have been required to be made in accordance with the Benefit Plans and, when applicable, section 302 of ERISA or section 412 of the Code, have been timely made in all material respects. (e) Seller represents that the sale of the Business to Buyer shall not cause a withdrawal to occur with respect to any Multiemployer Plan (as defined in Section 4203 or 4205 of ERISA). Seller represents that there are no unpaid withdrawal liability claims with respect to Seller or any ERISA Affiliate. 5.11.2. Severance. Buyer shall not be responsible for any liability for severance payments to Employees (i) who incur a separation from service (voluntary or otherwise) prior to and including the Closing Date or (ii) who are not Transferred Employees and who incur a separation from service as a result of the consummation of the transactions contemplated by this Agreement. 5.11.3. Litigation. There is not pending or, to the best knowledge of the Seller threatened, litigation or arbitration concerning or involving any Benefit Plan that could reasonably be expected (i) to interfere with the consummation of the transactions contemplated by this Agreement, or (ii) to result in a Lien being imposed against any of the Assets. No complaints to or by any Governmental Entity have been filed or, to the best knowledge of the Seller, are threatened or are expected, with respect to any Benefit Plan that could reasonably be expected (i) to interfere with the consummation of the transactions contemplated by this Agreement, or (ii) to result in a Lien being imposed against any of the Assets. No claims have been made or, to the best knowledge of the Seller are threatened or expected, with respect to any bond or any fiduciary liability or other similar insurance with regard to the actions of -22- any Person in connection with any Benefit Plan, nor has there been, nor to the best knowledge of the Seller, is there expected to be any notice to any insurer under any such bond or policy with regard to any Benefit Plan. No application for any bond or fiduciary liability or similar insurance policy with respect to any Benefit Plan has been rejected, nor is any such bond or policy now subject to any qualification, condition or exclusion. 5.12. Hazardous Substances. 5.12.1. Compliance. The Seller (a) has received no written or oral notice, from any Governmental Entity or any individual, and the Seller has no knowledge that the Company or the Business is not in material compliance with all Environmental Laws and (b) has received no written or oral notice from any Governmental Entity, citizens group, Employee or Person, and has no knowledge that the Company and the Business each is not in full compliance with the terms or conditions of any Permit or governmental authorization. The Seller has obtained, filed timely application for, or filed timely applications to renew, all Permits and other governmental authorizations required by Environmental Laws for the conduct of the Business. All Permits and other governmental authorizations currently held by the Seller for the benefit of the Business which relate to the Environmental Laws are identified on Schedule 5.12.1 attached hereto by Facility. 5.12.2. Discharges, Etc. The Seller has received no written or oral notice that there has been and the Seller has no knowledge of, any past or present actions, activities, circumstances, conditions, events or incidents that could reasonably form the basis of any Environmental Claim against the Company, the Business or against any Person whose liability for any Environmental Claim the Company or the Business has or may have retained or assumed either contractually or by operation of law. 5.12.3. Disposal; Conditions. All on-site and off-site locations where the Company or the Business has stored, disposed, treated or arranged for the disposal or treatment of Materials of Environmental Concern during the period in which the Company occupied the facility in which such Materials of Environmental Concern were generated are identified on Schedule 5.12.3 attached hereto. Except as set forth on Schedule 5.12.3 attached hereto, to the best knowledge of the Seller, (i) at no time have there been disposals of Materials of Environmental Concern or above-ground or underground storage tanks or the treatment, storage or disposal of any Materials of Environmental Concern in any surface, impoundment or lagoon, located on or in any Facility; (ii) there is no asbestos or urea formaldehyde foam insulation contained in or forming part of any building, building component, structure or office space located on or in any Facility; and (iii) no polychlorinated byphenyls (PCBs) are present, in use or stored at -23- any Facility. No hydraulic or dialectic fluid containing PCBs has been utilized at any Facility. 5.12.4. Spillage, etc. Except as set forth on Schedule 5.12.4 attached hereto, there have been no spills, discharges, leaks, emissions, injections, escapes, disposals, dumpings or releases of any Materials of Environmental Concern in, on or about any Facility that could give rise to an Environmental Claim against the Company. Except as set forth on Schedule 5.12.4 attached hereto, the Company and the Business each has complied in all material respects with all notice requirements of the Environmental Laws regarding any spills, discharges, leaks, emissions, injections, escapes, disposals, dumpings or releases of any Materials of Environmental Concern in, on, and or about any Facility. Prior to the Closing Date, Seller has delivered to Buyer a copy of its incident log, register or similar files relating to the Business describing in reasonable detail any spill or discharge of Hazardous Materials that has occurred while being transported by the Business involvinq a Hazardous Material. 5.12.5. Potentially Responsible Party. Except as set forth on Schedule 5.12, the Seller has received no written notice or claim from any Governmental Entity or from any private party, alleging that the Company or the Business is a potentially responsible party or is otherwise allegedly liable for costs associated with the remediation of any site, which received Materials of Environmental Concern from the Company or the Business. Except as set forth on Schedule 5.12, the Company has received no request for information pursuant to Section 104(e) of CERCLA or any analogous state statute or regulation in relation to the operation of the Business. 5.12.6. Groundwater Contamination. The Seller has received no oral or written notice and has no knowledge that there has been any groundwater contamination in, on, under or near any Facility. 5.12.7. Migration. To the knowledge of Seller, no Materials of Environmental Concern have been spilled, discharged, leaked, emitted, injected, escaped, disposed, dumped, or released at any location where such Materials of Environmental Concern could migrate onto or beneath any Facility. 5.12.8. Transportation. The Business has not transported, disposed of or arranged for the disposal of or transportation of any Materials of Environmental Concern at any Facility that could reasonably form the basis of an Environmental Claim against the Company or the Business. 5.13. Zoning. The zoning and building laws and ordinances of the city, town, county, village, state or municipality in which any Facility lies are not violated by existing structures, -24- and are not violated by nor prevent or interfere with or adversely affect, the continued use and operation of the Assets for the same purposes and operations as presently exist. 5.14. Insurance. Seller maintains, and between the date hereof and the Closing Date will maintain, insurance for the benefit of the Business and the Assets against fire and casualty under the policies and in the amounts and types of coverage set forth in Schedule 5.14 attached hereto and such policies are, and between the date hereof and the Closing Date will be, outstanding and duly in force and the premiums thereon fully paid when and as the same are due and payable. Schedule 5.14 attached hereto is a true and correct, in all material respects, Schedule of all policies of fire, liability, and other forms of insurance, excluding the Benefit Plans listed in Schedule 5.11 attached hereto, pursuant to which the Company or any of the Assets are insured (whether or not held by the Company) or with respect to which the Company directly or indirectly pays all or part of the premium. To the Seller's knowledge, all such insurance policies are valid, binding and enforceable in accordance with their terms against the respective insurers. To the Seller's knowledge, no insurer is the subject of insolvency proceedings. The Company has notified its insurance carrier of all known litigation and Claims and facts which Seller believes could reasonably give rise to a Claim, all of which are set forth on Schedule 5.14 attached hereto. The Company has received no notices from its insurance carrier disclaiming coverage or defending a reservation of rights clause as to any of such notifications regarding the Business or the Assets. 5.15. Intellectual Property Rights. The Company owns or lawfully uses all Intellectual Property necessary or appropriate for the operation of the Business as presently conducted, free and clear of all Liens, except as disclosed on Schedule 5.4(b) or Schedule 5.15, all of which Intellectual Property is set forth in on Schedule 2.1.7. All licenses and other authorizations relating to the Business' use of the Intellectual Property are renewable by the owner thereof by their terms in the ordinary course of business and, except as set forth in Schedule 5.15, will not be adversely affected by the transactions contemplated by this Agreement or the Collateral Documents. Except as set forth on Schedule 5.15, (i) all registrations with and applications to Governmental Entities in respect of such Intellectual Property are valid and in full force and effect, are renewable by their terms and will not be adversely affected in any material respect, by the transactions contemplated by this Agreement or the Collateral Documents, (ii) there are no material restrictions on the transfer of any Contract, or any interest therein, held by the Company in respect of the Intellectual Property, (iii) the Company is not, nor has it received any notice that it is, in Default in any material respect under any Contract to use the Intellectual Property and (iv) to the knowledge of the Seller, the Intellectual Property is not being infringed by any other Person. The Seller has no knowledge that it is, and has not -25- received notice that it is, infringing any Intellectual Property of any other Person in connection with the operation of the Business and to the knowledge of the Seller, no Claim is pending or has been made to such effect that has not been resolved. The Company is not obligated and has no liability whatever to make any payments by way of royalties, fees or otherwise to any owner or licensee of, or other claimant to, any Intellectual Property with respect to the use thereof, in connection with the conduct of the Business or otherwise. 5.16. Labor Issues. 5.16.1. General. The Company is not a party to any Contract or other agreement with any labor union, none of the Employees are covered by a collective bargaining agreement, and no collective bargaining agreement covering any of such Employees is currently being negotiated. To the Seller's knowledge, there are no threatened or contemplated attempts to organize for collective bargaining purposes any of the Employees. Neither the Company nor the Business is experiencing or the subject of or, to the Seller's knowledge, threatened by, any union organization campaign or any strike, slowdown, picketing, work stoppage, or other labor disturbance by any labor union or group of Employees. There is no representational claim or petition pending before the National Labor Relations Board. Schedule 5.16.1 contains a list of all Contracts (excluding Benefit Plans) relating to the Business to which the Seller is a party providing for a commitment of employment or consulting services or otherwise relating to employment, or the termination of employment or consultation services, for a specified or unspecified term to or by, any Employee. 5.16.2. Violations of Law. To the best knowledge of the Seller, except as set forth in Schedule 5.16.2, Seller has not received any notices of Claims from any person purporting to act in an official capacity as representative of any Governmental Entity asserting a Claim of violation of any applicable law, order or regulation, including but not limited to those relating to occupational safety and health, employee discrimination, employee wrongful discharge, employee benefits, or other applicable laws or regulations pertaining to employment, which, in any event, relate to the Business. 5.17. Contracts. Except for the Contracts listed in Schedule 5.17 hereto, copies of which have been made available to the Buyer, neither the Company nor the Business is party to (a) any Contract of any kind, (including, without limitation, mortgages, Contracts for the future purchase and delivery of goods or rendition of services, or Contracts with Governmental Entities) which provides for the payment from or to it of $10,000 or more after the date hereof and which Contracts, do not, in the aggregate, provide for a payment from or to it of $10,000 or more after the date hereof; (b) any Contract not made in the ordinary course of business; (c) any -26- Contract which cannot be terminated within thirty (30) days after giving notice of termination without resulting in any material cost or penalty to the Company; or (d) any (i) distributor, dealer, manufacturer's representatives, sales agency or advertising Contract, (ii) Contract with any labor union, (iii) Contract for the employment of any Employee, (iv) Contract with any Independent Contractor (as defined below), (v) any Plan, (vi) agreement or indenture relating to the borrowing of money or to the mortgaging, pledging or otherwise placing of a Lien on its Assets, (vii) any lease or agreement under which it is lessee of or holds or operates any material property, real or personal, owned by any other party (other than for those facilities listed in Section 2.2(d) above), (viii) agreement containing any provision or covenant prohibiting or limiting the ability of the Seller or which would, when assigned to Acquisition, limit the ability of Acquisition to operate the Business in the manner currently operated by the Seller or, (ix) lease or agreement under which it is lessor of, or permits any third party to hold or operate, any material property, real or personal, owned by it, in each case, to the extent that any of the foregoing contracts in (a)-(d) are material to the operation of the Business as currently conducted. The Company has delivered or made available to Buyer prior to the execution of this Agreement, true and complete copies of such Contracts. Except as disclosed on Schedule 5.17 hereto, the Seller and, to the knowledge of Seller, each other party to any of the aforesaid agreements, has in all material respects performed all the material obligations required to be performed by it to date and neither the Seller nor, to the knowledge of Seller, any other party to such agreement, is in Default under any such Contract. Except for the MCI Contract listed on Schedule 2.1.6 hereto (which MCI Contract is not being assigned to or assumed by Acquisition), the Assets include all Contracts (other than the leases for those facilities listed in Section 2.2(d) above) which are necessary for the operation of the Business as presently operated. All Relevant Contracts are valid and binding on and in full force and effect against the Company, and, to the best knowledge of the Seller, no other party thereto is in Default thereunder. Except for the provisions of Section 13.4 hereof, the Seller is not a party to any Relevant Contract, including agreements not to compete, which could restrict or prohibit Buyer's operation of or Buyer's ability to expand its business following the Closing. Subject to the receipt of any necessary consent to the assignment of a Contract, all of which, unless waived by Buyer, will have been obtained by Seller on or prior to the Closing Date, except as set forth on Schedule 5.17, the consummation of the transactions contemplated hereby will not affect the validity or enforceability, in any material respect, of any of the Contracts, will not constitute a Default under any of the Contracts and will not give rise to any right to terminate such Contracts under any provisions thereof. 5.18. Other Transactions. Except as disclosed on Schedule 5.18 hereto, since the Financial Statement Date, the -27- Company has not, to the extent that it results or could reasonably be expected to result in a Material Adverse Effect on the Business, (a) operated the Business except in the ordinary course consistent with past practice, (b) incurred any Liabilities except in the ordinary course consistent with past practice, (c) discharged or satisfied any Liens, or paid any Liens or paid any Liabilities, except in the ordinary course of business consistent with past practice, (d) mortgaged, pledged or subjected to Lien or other encumbrance any Asset, tangible or intangible except in the ordinary course of business, consistent with past practice, (e) sold or transferred any of its tangible Assets or canceled any debts or claims, except, in each case, in the ordinary course of business, consistent with past practice, or (f) suffered any extraordinary Losses or waived any rights of substantial value. 5.19. No Changes. Except as set forth on Schedule 5.19, since February 29, 1996, there has not been: (i) Any negative or adverse change in the financial or other condition, Assets, Liabilities or business of the Company or of the Business which has had or may reasonably be expected to have a Material Adverse Effect; (ii) Any damage, destruction or loss (whether or not covered by insurance) or any condemnation by any Governmental Entity which has had or may reasonably be expected to have a Material Adverse Effect; (iii) Any strike, lockout, labor trouble, organizational activities, or any event or condition of any character which has had or may reasonably be expected to have a Material Adverse Effect; (iv) Any direct or indirect redemption, purchase or other acquisition of any shares of the Company's shares of capital stock; (v) Any increase in or commitment to increase the compensation payable or to become payable by the Company to any of its officers, Employees, Independent Contractors or agents other than increases made or to be made in the ordinary course of business, or any known payment or arrangement made to or with any thereof; (vi) Any amendments to the Articles of Incorporation or Bylaws of the Company which would be inconsistent with the terms hereof; (vii) Any incoherence of long-term or short-term indebtedness except in the ordinary course of business consistent with past practices, and except as necessary to fund current losses experienced by Seller; or -28- (viii) Any assignment, transfer, pledge, encumbrance on any of the Assets, except in the ordinary course of business, consistent with past practices, or sale of any of the Assets other than in the ordinary course of business consistent with past practice. 5.20. Copies of Articles and Bylaws. The copies of each of the Company's and BMI's Certificate or Articles of Incorporation (as the case may be) (certified by the Secretary of State of the jurisdiction of incorporation) and Bylaws (certified by the Company's and BMI's, respectively, Secretary) which have been or, at the Closing, will be delivered to the Buyer are true and correct and are in effect on the date of this Agreement. 5.21. Transactions with Affiliates. Except as set forth on Schedule 5.21, no Employee nor any officer or director of the Company or any Affiliate thereof, (i) owns or has a material interest in any Asset (other than indirectly by virtue of the ownership of stock), (ii) has any direct or indirect interest of any nature whatsoever in any person which markets or provides the same type of services as those which Buyer will provide by purchasing the Assets, (iii) provides or causes to be provided any goods, services or facilities to the Business. 5.22. Capital Expenditures. Except as set forth on Schedule 5.22, the Seller knows of no capital expenditures in connection with the Business or Assets required to operate the Business in the manner in which it is currently being operated. 5.23. Personnel. 5.23.1. General. Except for employees of BMI who perform corporate overhead and administrative services for the benefit of the Business, the Employees and the Independent Contractors, collectively, constitute all of the personnel necessary or appropriate to operate the Business as currently conducted. 5.23.2. Employees. Seller previously has delivered to Buyer a true and complete list of the name of each Employee, together with such Employee's position or function, the rate of hourly, monthly or annual compensation (as the case may be) paid or to be paid to such Employee in 1996 and 1995 (as reflected on the Form W-2 for the 1995 calendar year), any accrued sick leave or pay or vacation and any incentive or bonus arrangement with respect to any such Employees. Since January 1, 1996, neither BMI nor the Company has received any resignations from any member of senior management of the Business. 5.23.3. Independent Contractors. Seller previously has delivered to Buyer the names, annual compensation and the method of determining such compensation of all present independent contractors retained by the Seller engaged in the Business -29- ("Independent Contractors") along with the compensation for each such Independent Contractor as reflected on the Form 1099 for the 1995 calendar year. The Independent Contractors (and all other independent contractors who have previously rendered services to the Business) have in the past and continue to be treated as non Employees for all Federal, state and local tax purposes, as well as all ERISA and other Employee benefit purposes. Seller shall pay in full all compensation (and other amounts) owed to the Independent Contractors for all periods up to and including the Closing Date. 5.23.4. Indepentent Contractor Status. To the best knowledge of the Seller, there has been no determination by any Governmental Entity, or by any tribunal or commission, that any Independent Contractor, who is or has previously rendered services to the Business, constitutes an Employee of the Seller. 5.24. Value of Unencumbered Transport - Related Assets. The aggregate fair market value, on the Closing Date, of the Company Owned Tractors and the Company Owned Trailers, collectively, will be not less than Eleven Million One Hundred Eighty-Five Thousand Dollars ($11,185,000). 5.25. Assumed Liabilities. The amount of the Assumed Equipment Lease Liabilities as of the Closing Date will not be greater than the Assumed Equipment Lease Liabilities Threshold. 5.26. Specified Accounts Receivable. All Specified Accounts Receivable represent transactions actually entered into in the ordinary course of business of the Business, arose not greater than 35 days prior to the Closing Date, contain terms of payment which are in no case greater than 30 days, are not subject to any setoff or counterclaim by any Person, and are represented by invoices with respect to which a Seller is the payee (and not the invoices with respect to which any Affiliate of the Seller is the payee). No part of such Specified Accounts Receivable is contingent upon performance by the Business of any obligation after the Closing Date or, if contingent upon performance by the Business of any obligation prior to the Closing Date, such obligation will have been performed on or prior to the Closing Date, and the Seller has made no agreement for deductions or discounts with respect to any part of such Specified Accounts Receivable. 5.27. Filings with State Authorities. The Company will file with the appropriate state authorities requests for revocation of the operating, registration, and other authorities of the Company and will cause its insurance companies to file notices of cancellation of insurance covering the operations of the Company with all state authorities with whom the insurance companies have on file certificates evidencing such insurance in each case promptly upon the request in writing by Buyer and Seller will otherwise cooperate with Buyer in coordinating the filing of such requests for revocation and notices of cancellation to facilitate transition of -30- operations of the Transport-Related Assets from Seller to Acquisition. A form of such revocation is attached hereto as Exhibit 5.27. 5.28. Other Transportation-Related Representations. (a) There are currently in effect valid International Registration Plan ("IRP") registrations with the states of Illinois, North Carolina and Tennessee with respect to all Transport-Related Assets, the Company holds receipts evidencing all such IRP registrations and there are affixed to each of the Transport-Related Assets valid and current base state license plates. (b) All highway use and fuel tax obligations with respect to the Transport-Related Assets that are due and payable as of the Closing Date shall have been paid in full by the Seller for all periods up to and including the Closing Date. (c) None of the Transport-Related Assets or independent contractor equipment is currently subject to any type of "out-of-service" order issued by the U.S. Department of Transportation or similar state agency. (d) The Seller has no knowledge of any Claims against the Escrow Deposits other than those occurring in the ordinary course of the Business. (e) The Seller represents and warrants that the Company has a "satisfactory" safety rating issued by the U.S. Department of Transportation ("DOT"), and is not subject to any type of "out-of-service" order or any compliance or consent order issued by the U.S. Department of Transportation or similar state agency. (f) The Seller represents and warrants that, to its knowledge, all Employees listed in Section 5.23.2 and Independent Contractors listed in Section 5.23.3 herein and who operate a commercial motor vehicle for the Seller are properly qualified to operate such vehicle pursuant to 49 C.F.R. Part 382, 383, 391, 392 and 395, and any similar state law or regulations. 5.29. Veracity of Statements. No representation, warranty or covenant by the Seller contained in this Agreement and no statement or information contained in the Financial Statements or notes thereto, or any certificate, Schedule or other document or instrument furnished to the Buyer pursuant hereto or in connection with the transactions contemplated hereby, contains or will contain any untrue statement of a material fact or omits or will omit to state a material fact required or necessary to be stated herein or therein in order to make the statement herein or therein, in light of the circumstances in which made, not misleading. -31- ARTICLE 6 REPRESENTATIONS AND WARRANTIES OF BUYER Acquisition and CLC, jointly and severally, hereby represent and warrant to Seller as follows: 6.1. Organization, Power, Standing and Qualification. Each Buyer is a corporation duly organized, validly existing, and in good standing under the laws of its state of incorporation and each has full power and authority (corporate or otherwise) to carry on its business as it is now being conducted and to own and operate the properties and assets now owned and operated by it. Each Buyer is and has been at all times it was required to be, duly qualified to do business and is in good standing in each and every jurisdiction where the ownership or leasing of its properties and assets and the operation of its business requires such qualification except where the failure to qualify or to be in good standing would not have a Material Adverse Effect. 6.2. Corporate Power and Authority. Each Buyer has the requisite power and authority to execute, deliver and perform this Agreement and the Collateral Documents to which it is a party and to purchase the Assets from Seller. The execution, delivery and performance of this Agreement and each of the Collateral Documents to which Buyer is a party and the consummation of the transactions contemplated hereby and thereby have been duly authorized by all necessary action (corporate or otherwise) on the part of Buyer and requires no further authorization or consent by Buyer. This Agreement and the Collateral Documents, to the extent Buyer is a party thereto, constitutes the legal, valid and binding obligations of Buyer, enforceable in accordance with their terms, except as such enforcement may be limited by applicable bankruptcy, insolvency, moratorium or similar laws affecting the enforcement of creditors' rights generally. 6.3. Validity of Contemplated Transactions. The execution, delivery and performance of this Agreement and each of the Collateral Documents, and the consummation of the transactions contemplated hereby and thereby do not and will not: (i) violate, breach or contravene any provision of the Certificate of Incorporation or Bylaws of Buyer; (ii) violate, breach, be in conflict with, constitute, in any material respect, a Default under, or cause the acceleration of any payments pursuant to any Contract to which Buyer is a party, (iii) violate any provision of Law applicable to Buyer or (iv) except as set forth in Schedule 6.3 hereto, require any consent, approval, waiver, authorization, or Permit of, or filing or registration with, or notification to, any Governmental Entity or other Person to be obtained by Buyer except as has been made or waived. -32- 6.4. On-goinq Business. Buyer represents and warrants that it is the intention of Acquisition in acquiring the Business to operate it as an independent on-going business during the Earn Out Period and that it has no present intentions to liquidate any portion of the acquired Business other than with respect to the sale or closure and consolidation of a Facility with a Competitive Facility as provided in Section 3.4(c) above. 6.5. Ownership of Buyer. As of the date of this Agreement and the Closing Date, all of the capital stock of Acquisition is and will be owned one hundred percent (100%) by CLC. 6.6. Financial Statements. CLC has delivered to BMI true and correct copies of the following financial statements: unaudited income statement relating to the business of CLTL for the four month period ending April 30, 1996 (collectively, the "CLTL Income Statement"). The CLTL Income Statement, except as set forth on Schedule 6.6, has been prepared in conformity with the books and records of CLTL and presents fairly the results of CLTL's operations for the period ended on such date. 6.7. Copies of Articles and Bylaws. The copies of each of CLC's and Acquisition's Articles or Certificate of Incorporation, as the case may be, (certified by the Secretary of State of the jurisdiction of incorporation) and Bylaws (certified by CLC's and Acquisition's, respectively, Secretary) which have been or, at the Closing, will be delivered to the Seller are true and correct and are in effect on the date of this Agreement. 6.8. Veracity of Statements. No representation, warranty or covenant by Buyer contained in this Agreement and no statement or information contained in any certificate, schedule or other document or instrument furnished to Seller pursuant to hereto or in connection with the transactions contemplated hereby, contains or will contain any untrue statement of a material fact or omits or will omit to state a material fact required or necessary to be stated herein on therein in order to make the statement herein or therein, in light of the circumstances in which made, not misleading. ARTICLE 7 ACTIVITIES OF SELLER PRIOR TO THE CLOSING DATE 7.1. Operation of Business. Seller hereby agrees that from and after the date hereof to the Closing Date, except as otherwise contemplated by this Agreement, Seller shall conduct the Business solely in the ordinary course and Seller and the Company shall: 7.1.1. Efforts. Use commercially reasonable efforts to consummate the transactions contemplated herein, including -33- without limitation, by using efforts to satisfy the conditions precedent to Closing to be satisfied by Seller hereunder; 7.1.2. Corporate Name. Not change the Company's corporate name or permit the use thereof by any other corporation; 7.1.3. Compensation. Not pay or agree to pay to any Employee, officer, or director of the Company, without the consent of Buyer, compensation that is in excess of the current compensation level of such Employee, officer, or director; 7.1.4. Management. Provide notice to Buyer of any material changes in the Company's management; 7.1.5. Mergers, Etc. Not merge or consolidate the Company with any other corporation or Person or allow it to acquire or agree to acquire or be acquired by any corporation, association, partnership, joint venture, or other entity; 7.1.6. Disposition of Assets. Not sell, transfer, or otherwise dispose of any material Assets other than in the ordinary course of business consistent with past practice, without the prior written consent of Buyer; 7.1.7. Indebtedness. Not (i) create, incur, assume, or guarantee any Indebtedness except in the ordinary course of business, (ii) create or suffer to exist any Lien, on any of the Assets, except those in existence on the date hereof, or (iii) increase the amount of any indebtedness outstanding under any loan agreement, mortgage, or other borrowing arrangement in existence on the date hereof arising out of or in connection with the Business other than in the ordinary course of business consistent with past practice or to fund any losses incurred by BMI; 7.1.8. Payables. Pay on the Closing Date, simultaneously with the Closing, all accounts payable and trade obligations of the Business, all such accounts payable and trade obligations being more particularly described on Schedule 7.1.8 hereto; 7.1.9. Maintenance of Assets. Maintain the Business' facilities, assets, and properties in good operating repair, order and condition, reasonable wear and tear excepted, and notify Buyer immediately upon any material loss of, damage to, or destruction of any of the Assets (whether or not covered by insurance); 7.1.10. Insurance. Maintain in full force and effect insurance coverage of the types and in the amounts set forth in Schedule 5.14 attached hereto and apply the proceeds received under any insurance policy as a result of any loss or destruction of or damage to any Assets to the repair or replacement of such Assets; -34- 7.1.11. Contracts and Permits. Maintain in full force and effect all Contracts and Permits necessary for or related to the operation of the Business in all places as such Business is now conducted and to the extent permitted and subject to Section 12.3 below, renew or revalidate any Permits which may become void, expired, terminated, canceled or withdrawn between the date hereof and the Closing Date; 7.1.12. Goodwill. Use commercially reasonable efforts to preserve the Company's business organization intact, to keep available the services of its present Employees and to preserve the good will of its customers and others having business relations with it; 7.1.13. Litigation, etc. Promptly advise Buyer in writing of the commencement of, and of any known threat to commence any, Litigation that, if adversely determined, would individually or in the aggregate have a Material Adverse Effect on the Business, or any tax audit against the Company; 7.1.14. Monthly Financial Statements. Deliver to Buyer as soon as available monthly income statements ("Monthly Financial Statements") of the Business commencing with the month of April, 1996 and for each calendar month thereafter prior to the Closing Date; and 7.1.15. Redemptions. Not redeem, purchase or otherwise acquire any of the shares of capital stock of the Company. 7.2. Access to Information. Seller will cooperate fully with Buyer and shall provide Buyer and its accountants, counsel, and other representatives (including without limitation, its bankers and other lending sources, auditors and engineers), partners, investors and investment bankers, during normal business hours, reasonable access to the books and records, equipment, real estate, contracts, and other assets of the Company, and full opportunity to discuss the Company's Business, affairs and assets with its executive officers, and independent accountants, and upon receipt of Seller's prior written consent, the Employees, and will furnish to Buyer and its representatives copies of such documents, records, and information with respect to the affairs of the Business and the Company as Buyer or its representatives may reasonably request. In addition to the foregoing right of access and information, Buyer may designate onsite observers of the Business and operations of the Company, which observers shall be permitted such access to the Company's business and operations as Buyer may reasonably request and shall be fully informed by it concerning all of its assets, operation, and business affairs. 7.3. Benefit Plans. Between the date hereof and the Closing Date, the Seller shall maintain in full force and effect the -35- Benefit Plans as they pertain to the Company's Employees and, in connection therewith: 7.3.1. Plan Chances. Except as may be required by law or as may be necessary to continue the qualified status under Section 401 of the Code, Seller shall not adopt, terminate, amend, extend, or otherwise change any Benefit Plan affecting the Employees without the prior written consent of Buyer which consent will not unreasonably be withheld or delayed, and Seller shall give Buyer prior written notice of Seller's intention to take any such action required by law or necessary to continue the qualified status of any Benefit Plans as they pertain to Employees or the Business' former Employees; and 7.3.2. Contributions and Payments. Seller shall not make, cause to be made, or agree to make any contribution, award, or payment under any Benefit Plans as they pertain to Employees or the Business' former Employees, except at the time and to the extent required by the written terms thereof, without the prior written consent of Buyer. 7.4. Antitrust Notification. Seller, to the extent required by Law, shall promptly file with the Federal Trade Commission and the Department of Justice the notifications and reports required to be filed pursuant to the Hart-Scott-Rodino Antitrust Improvements Act of 1976 and the rules and Laws promulgated thereunder and shall promptly file any supplemental information which may reasonably be requested in connection therewith, which notifications and reports and filing of supplemental information will comply in all material respects with the requirements of such Act and such rules and Laws. Seller shall furnish to the Buyer such information as Buyer may reasonably request to assist Buyer to make such filings as it may be legally required to make under such Act and such rules and Laws. 7.5. Notice of Chance. Seller will promptly notify Buyer of the existence or happening of any fact, event or occurrence prior to the Closing Date and of which Seller or any of Seller's representatives has knowledge which may alter, in any material respect, the accuracy or completeness of any representation or warranty contained in Article 5 of this Agreement and Seller shall cause the Schedules hereto to be updated and/or supplemented to reflect such fact, event or occurrence. 7.6. No Discussions. Neither Seller nor any of its Affiliates will, and Seller will direct their respective officers, directors, employees, representatives, investment bankers, attorneys, accountants and other agents and affiliates (collectively, "Representatives") not to, directly or indirectly, take any action to consummate, encourage, solicit, initiate, discuss or negotiate with, or furnish any information to, or afford any access to the properties, books or records of the Business, to any -36- person (other than the Buyer and its Representatives) in connection with any possible or proposed merger, consolidation, business combination, liquidation, reorganization, sale or other disposition of a material amount of assets, acquisition of a material amount of assets or similar transactions involving the Business unless this Agreement is terminated pursuant to Article 17 hereof. The Seller shall promptly advise Buyer following its receipt of any such written offer or request. 7.7. Seller Confidential Information. 7.7.1. Confidential Information of Seller. The term "Seller Confidential Information" as used herein means all information concerning the Seller or the Acquisition of the Business and the Assets, and all information concerning the Business which is furnished to Buyer, its Affiliates or its Representatives by or on behalf of the Seller in connection with the consummation of the transactions contemplated herein. The term "Seller Confidential Information" does not include information which (i) becomes generally available to others in the motor carrier industry other than as a result of a disclosure by Buyer in violation of this Agreement, (ii) was available to Buyer on a non-confidential basis prior to its disclosure to Buyer by the Seller, (iii) becomes available to Buyer on a non-confidential basis from a source other than the Seller, or (iv) was known to Buyer or in such party's possession prior to the date that such information was disclosed to such party by the Seller. In consideration of the Business providing Buyer with Seller Confidential Information, the Buyer agrees that for a period of one (1) year following the date of this Agreement, all Seller Confidential Information will be used solely by the Buyer and its Affiliates and Representatives for the evaluation of Buyer's possible consummation of the transactions contemplated herein, and that (except as otherwise required by law) all Seller Confidential Information will be held and treated by it in strictest confidence and will not, without the prior written consent of the Seller, be directly or indirectly disclosed, in whole or in part, by it in any manner whatsoever; provided, however, that Seller Confidential Information may be provided to Buyer's Affiliates, Representatives, third-party lenders and other similar persons on a need-to-know basis; and further provided that, following the Closing, Buyer may utilize (including without limitation, by the disclosure thereof) such Seller Confidential Information relating solely to the Business and the Assets of the Company as Buyer determines to so do (in Buyer's sole discretion). 7.7.2. Equitable Relief of Seller. The Seller shall have the right to equitable relief, including injunctive relief, if Buyer violates the provisions of this Section 7.7. -37- ARTICLE 8 ACTIVITIES AND COVENANTS OF THE BUYER PRIOR TO CLOSING DATE 8.1. Environmental Audit. Buyer shall cause its environmental consultants (the "Environmental Consultants"), to complete their phase I environmental audits of the Facilities (the "Environmental Audits") and shall deliver the Environmental Audits to Buyer. Seller shall cooperate with Buyer and the Environmental Consultants in connection with the preparation of such Environmental Audits. Except as set forth in Schedule 16.2.2, Buyer shall bear any and all costs in connection with the Environmental Audits. Buyer shall, within ten (10) days following the date hereof, deliver a copy of each such Environmental Audit to the Seller. 8.2. Antitrust Notification. Buyer, to the extent required by Law, shall promptly file with the Federal Trade Commission and the Department of Justice the notifications and reports required to be filed pursuant to the Hart-Scott-Rodino Antitrust Improvements Act of 1976 and the Laws promulgated thereunder and shall promptly file any supplemental information which may reasonably be requested in connection therewith, which notifications and reports and filing of supplemental information will comply in all material respects with the requirements of such Act and such Laws. Buyer shall furnish to the Seller such information as the Seller may reasonably request to assist the Seller to make such filings as it may be legally required to make under such Act and such Laws. 8.3. Notice of Chance. Buyer will promptly notify Seller of the existence or happening of any fact, event or occurrence prior to the Closing Date and of which Buyer or any of Buyer's representatives has knowledge which may alter, in any material respect, the accuracy or completeness of any representation or warranty contained in Article 6 of this Agreement. 8.4. Confidentiality. 8.4.1. Confidential Information of Buyer. The term "Buyer Confidential Information" as used herein means all information concerning the consummation of the transactions contemplated herein, and all information concerning Buyer (or its Affiliates) which is furnished to the Seller by or on behalf of Buyer (x) in connection with the consummation of the transactions contemplated herein and (y) following the Closing Date pursuant to the terms hereof. The term "Buyer Confidential Information" does not include information which (i) becomes generally available to others in the motor carrier industry other than as a result of a disclosure by Seller in violation of this Agreement, (ii) was available to Seller on a non-confidential basis prior to its disclosure to Seller by Buyer, (iii) becomes available to Seller on -38- a non-confidential basis from a source other than the Buyer, or (iv) was known to Seller or in such party's possession prior to the date that such information was disclosed to such party by Buyer. In consideration of the Buyer providing Seller with Buyer Confidential Information, Seller agrees that all Buyer Confidential Information will be used prior to the Closing solely by Seller for the evaluation of Seller's possible consummation of the transactions contemplated herein, will be used following the Closing solely by Seller for the express purposes for which such Buyer Confidential Information was required to be delivered as set forth herein, and that (except as otherwise required by law) all Buyer Confidential Information will be held and treated by it in strictest confidence and will not, without the prior written consent of the Buyer, be directly or indirectly disclosed, in whole or in part, by it in any manner whatsoever; provided, however, that Buyer Confidential Information may be provided to Seller's Affiliates, Representatives, third-party lenders and other similar persons on a need-to-know basis. 8.4.2. Equitable Relief of Buyer. The Buyer shall have the right to equitable relief, including injunctive relief, if Seller violates the provisions of this Section 8.4. 8.5. Nonsolicitation of Employees. Acquisition and CLC agree that, for the period commencing on the date of this Agreement and continuing through the earlier of (i) the Closing Date, or (ii) one (1) year from the date hereof, neither Buyer nor any of their respective representatives or Affiliates will, except as expressly contemplated herein, solicit to employ any of the current officers or senior employees of the Company so long as they are employed by Seller without obtaining the prior written consent of the Seller. Nothing in this Section 8.5 shall be construed to prohibit Acquisition or CLC from hiring any employee so long as such hiring does not result, directly or indirectly, from a violation of the foregoing Nonsolicitation restriction. 8.6. Retention and Access to Records. Buyer agrees that, from and after the Closing Date, the Seller shall be permitted, after reasonable notice and during normal business hours, access to inspect and copy, at its expense, the books and records relating to the Business prior to the Closing Date and that, notwithstanding the sale of such books and records to Acquisition, the Seller shall be permitted to retain copies of all such books and records if and to the extent required by Law. Buyer further agrees that, during the seven (7) year period following the Closing Date, it shall not destroy or abandon any of the material books and records relating to Business absent the prior written consent of Seller, such consent not to be unreasonably withheld or delayed. 8.7. Insurance. Acquisition agrees that, from and after the Closing Date, it will carry insurance with respect to the Assets -39- and the Business as is appropriate in its reasonable business judgment considering the character and nature of the Business. 8.8. Independent Contractors. Acquisition agrees that, from and after the Closing Date, it shall, unless otherwise required by Law (whether presently in effect or hereinafter enacted), treat, in a manner consistent with the treatment by Seller prior to the Closing Date, the Independent Contractors (and all other independent contractors who have previously rendered services to the Business) as non-employees for all federal, state and local tax purposes, as well as all ERISA and other employee benefit purposes. ARTICLE 9 CONDITIONS PRECEDENT TO THE CLOSING 9.1. Obligation of Buyer to Close. The obligation of Buyer to consummate the purchase of the Assets and the assumption of the Assumed Liabilities on the Closing Date shall be subject to the satisfaction or the waiver by Buyer of the following conditions on or prior to the Closing Date: 9.1.1. Representations and Warranties; Compliance with Agreement. The representations and warranties of Seller set forth in this Agreement shall be true and correct as of the date of this Agreement and as of the Closing Date as though made on and as of the Closing Date, and Seller shall have performed all covenants and agreements to be performed by it under this Agreement on or prior to the Closing Date, and Seller shall have delivered to Buyer certificates to such effect dated as of the Closing Date signed on behalf of each such corporation by its respective President or Chief Financial Officer, which certificates shall be in form and substance reasonably satisfactory to Buyer's counsel. 9.1.2. Secretary's Certificate. Each of BMI and the Company shall have delivered to Buyer a certificate or certificates dated the Closing Date and signed on behalf of each such corporation by its Secretary to the effect that (a)(i) the copy of such corporation's Articles of Incorporation attached to the certificate is true, correct and complete, (ii) no amendment to such corporation's Articles of Incorporation has occurred since the date of the last amendment annexed (such date to be specified and a copy of such Articles, as amended, to be annexed to such certificate), (iii) a true and correct copy of the by-laws of such corporation as in effect on the date thereof and at all times since the adoption of the resolutions referred to in (iv) is annexed to such certificate, (iv) the resolutions by the Board of Directors of such corporation authorizing the actions taken in connection with the sale of the Assets, including the execution and delivery of this Agreement, were duly adopted and continue in force and effect (a copy of such resolutions to be annexed to such certificate); (b) the officers of such corporation executing this Agreement and the documents executed -40- and delivered pursuant to or in connection with this Agreement are incumbent officers of such corporation and that the specimen signatures on such certificate or certificates are their genuine signatures; and (c) such corporation is in good standing in all jurisdictions in which such corporation does business. The certificate referred to above in (c) shall attach certificates of good standing certified by the Secretaries of State or other appropriate officials of such states, dated no earlier than June 6, 1996. Such certificate or certificates shall be in form and substance reasonably satisfactory to Buyer and Buyer's counsel. 9.1.3. Opinion of Counsel of Seller. Messrs. Calfee, Halter & Griswold, special counsel for Seller relating to the sale of the Business, shall have delivered to Buyer their favorable opinion, dated the Closing Date and in form and substance reasonably satisfactory to Buyer and its counsel, with respect to the matters set forth in Exhibit 9.1.3. In rendering such opinion counsel may rely to the extent recited therein on certificates of public officials and of officers of Buyer as to matters of fact, and as to any matter which involves other than federal or Ohio law, such counsel may rely upon the opinion of local counsel of established reputation. 9.1.4. Litigation Affecting Closing; Labor Disputes. On the Closing Date, no proceeding shall be pending or threatened before any court or Governmental Entity, in which it is sought to restrain or prohibit or to obtain damages or other relief in connection with this Agreement or the consummation of the transactions contemplated hereby, and no investigation that might eventuate in any such suit, action or proceeding shall be pending or threatened; and there shall be no labor union strikes or significant labor disputes in progress or threatened involving the Employees or the Business. 9.1.5. Antitrust Improvements Act of 1976. The Hart-Scott-Rodino Antitrust Improvements Act of 1976 and the rules and regulations promulgated thereunder shall have been fully complied with (including, without limitation, compliance with the information furnishing and waiting period requirements thereof) or such compliance shall have been waived by the Governmental Entities having authority to give such waiver. 9.1.6. Required Consents. The holders of any Indebtedness of Seller, the lessors of the Facilities and/or any Personal Property leased by Seller and used in the Business, the parties (other than Seller) to any other Relevant Contract, any Governmental Entity or body or any other Person which owns or has authority to grant any Permit necessary for the Business and any Governmental Entity or regulatory agency having jurisdiction over the Buyer or Seller, to the extent that their consent or approval is required under the pertinent Relevant Contract, Permit, any financing arrangement or under applicable Laws, for the consummation -41- of the transaction contemplated hereby in the manner herein provided, or for ownership and operation by Buyer of the Business, shall have granted such consent or approval. 9.1.7. No Material Damage to Business. None of the Assets, properties of the Company nor the Business shall have been damaged in any material respect as a result of fire, explosion, earthquake, disaster, accident, labor dispute, any action by any Governmental Entity including, without limitation, by condemnation, flood, drought, embargo, riot, civil disturbance, uprising, activity of armed forces or act of God or public enemy. 9.1.8. Environmental Audits. Buyer shall have received the completed Environmental Audits and any Phase II environmental audits or other reports Buyer reasonably believes appropriate to obtain, and such Environmental Audits and other audits and reports shall be satisfactory to Buyer, in its sole discretion. 9.1.9. Due Diligence. Buyer and its counsel shall have completed their business, legal, financial, labor, and other due diligence review of the Company, the Facilities and the Business, which review shall include a complete inspection of the Business' fleet of tractors, trailers and other motor vehicles, and the results of such review shall have been satisfactory to Buyer, in its sole discretion. 9.1.10. Board Approvals. The Board of Directors of Acquisition and CLC shall have approved the consummation of the transactions contemplated herein. 9.1.11. Receipt of Audit. Buyer shall have received from Price Waterhouse a copy of BMI's audited financial statements for the year ended September 30, 1995. 9.1.12. No Material Adverse Effect. There shall not have been and shall not be threatened in any way an event or other occurrence which individually or in the aggregate could have a Material Adverse Effect on the Company, the Business, its Assets, financial condition or prospects. 9.1.13. Schedules Satisfactory. Any updates and/or supplements made to the Schedules hereto by Seller pursuant to Section 7.5 hereof shall be satisfactory to Buyer in its sole discretion. 9.2. Obligation of Seller to Close. The obligation of Seller to consummate the sale of the Assets on the Closing Date shall be subject to the satisfaction or waiver by Seller of the following conditions on or prior to the Closing Date: -42- 9.2.1. Representations and Warranties; Compliance with Agreement. The representations and warranties of Buyer set forth in this Agreement shall be true and correct as of the date of this Agreement and as of the Closing Date as though made on and as of the Closing Date, and Buyer shall have performed all covenants and agreements to be performed by it under this Agreement on or prior to the Closing Date and Buyer shall have delivered to Seller certificates to such effect, dated as of the Closing Date and signed by its respective President or Chief Financial Officer, which certificate shall be in form and substance reasonably satisfactory to Seller and its counsel. 9.2.2. Secretary's Certificate. Each of CLC and Acquisition shall have delivered to Seller a certificate or certificates dated the Closing Date and signed on behalf of each such corporation by its Secretary to the effect that (a) the resolutions by the Board of Directors of such corporation authorizing the actions taken and authorizing the officers of Buyer to execute all documents and instruments to be executed and delivered in connection with the purchase of the Assets and the Business, including the execution and delivery of this Agreement, were duly adopted and continue in force and effect (a copy of such resolutions to be annexed to such certificate); (b) the officers of such corporation executing this Agreement and the documents executed and delivered pursuant to or in connection with this Agreement are incumbent officers of such corporation and that the specimen signatures on such certificate or certificates are their genuine signatures; and (c) such corporation is in good standing in all states in which such corporation does business. The certificate referred to above in (c) shall attach certificates of good standing certified by the Secretaries of State or other appropriate officials of such states, dated as of a date not more than ten (10) days prior to the Closing Date. 9.2.3. Opinion of Counsel of Buyer. Pepper, Hamilton & Scheetz, counsel for Buyer, shall have delivered to Seller their opinion, dated the Closing Date and in form and substance reasonably satisfactory to Seller and its counsel, with respect to the matters set forth in Exhibit 9.2.3. In rendering such opinion such counsel may rely to the extent recited therein on certificates of public officials and of officers of Buyer as to matters of fact, and as to any matter which involves other than federal or Pennsylvania or Delaware corporate law, such counsel may rely upon the opinion of local counsel of established reputation. 9.2.4. Litigation Affecting Closing. On the Closing Date, no proceeding shall be pending or threatened before any court or Governmental Entity, in which it is sought to restrain or prohibit or to obtain damages or other relief in connection with this Agreement or the consummation of the transactions contemplated hereby, and no investigation that might eventuate in any such suit, action or proceeding shall be pending or threatened. -43- 9.2.5. Antitrust Improvements Act of 1976. The Hart-Scott-Rodino Antitrust Improvements Act of 1976 and the rules and regulations promulgated thereunder shall have been fully complied with (including, without limitation, compliance with the information furnishing and waiting period requirements thereof) or such compliance shall have been waived by the Governmental Entities having authority to give such waiver. 9.2.6. Approval. The holders of the common stock and the Board of Directors of the Company and BMI shall have approved the consummation of the transactions contemplated herein. 9.2.7. Required Consents. The consents, approvals, waivers, authorizations and permits listed on Schedule 5.2 and Schedule 5.3 hereto shall have been obtained by Seller. ARTICLE 10 INDEMNIFICATION 10.1. By Seller. From and after the Closing Date, Seller, jointly and severally, shall indemnify and hold harmless Buyer, its Affiliates, and their respective officers, directors, agents and employees from and against any and all Losses, which Buyer or its officers, directors, agents or employees may suffer or incur, resulting from, related to, or arising out of: (a) any misrepresentation, breach of representation or warranty, breach of guarantee, or breach or nonfulfillment of any of the respective agreements or covenants of Seller in this Agreement or any of the Collateral Documents or any misrepresentation in or omission from any Schedule to this Agreement, certificate, financial statement, or from any other document furnished or to be furnished to Buyer hereunder; (b) Losses based upon alleged injuries to Persons, property or business, whether known or unknown, currently asserted or arising hereafter, if such claims are based upon or arise out of injuries or other events occurring, prior to or on the Closing Date (collectively, "Liability Losses"); (c) Environmental Claims (as defined above) arising out of, related to or in connection with events occurring or circumstances existing on or prior to the Closing Date (it being understood that this indemnification and hold harmless is not in limitation of any rights, causes of action, or claims, including Environmental Claims, that Buyer may now or hereafter have against Seller under any statute); (d) any Liabilities of Seller not expressly assumed by Buyer; -44- (e) any Claims against Buyer or the Business by any officers, directors, agents or Employees of Seller for actions taken or events occurring prior to the Closing Date; (f) Seller's failure to comply with any applicable bulk sales Law; and (g) any and all Litigation, demands, assessments, audits, judgments, and Claims (including employment-related Claims, other than Claims with respect to the Escrow Deposits, Accrued Vacation Amounts, or the dependent care and medical expense reimbursement Plans established by Buyer pursuant to Section 15.3.3 hereof) arising out of any of the foregoing or out of events that have occurred on or prior to the Closing Date even though such Claim may not be filed or come to light until after the Closing Date. The foregoing indemnities are cumulative. The foregoing indemnity shall extend to, but shall not be limited to, any Loss which may be suffered or incurred by Buyer or its Affiliates, by any Benefit Plan assumed by Buyer, by any officer, director, or employee of Buyer, and by any post-Closing Employee who served as an administrator or fiduciary of any Benefit Plan prior to the Closing Date, as a result of any act or omission of Seller or any of its officers, directors or employees, or agents in connection with the pre-Closing Date administration or operation of any such Benefit Plan, and any claims by any beneficiary thereof or participant therein, resulting from such act or omission, notwithstanding any investigation made by Buyer or any disclosure made by Seller herein or otherwise. 10.2. By Buyer. From and after the Closing Date, Buyer, jointly and severally, shall indemnify and hold harmless Seller, its officers, directors, agents and employees from and against any and all Losses, which Seller or its officers, directors, employees or agents may suffer or incur, resulting from, related to, or arising out of (a) any misrepresentation, breach of representation or warranty, or nonfulfillment of any of the covenants or agreements of Buyer in this Agreement or in the Collateral Documents or from any misrepresentation in or omission from any certificate or document furnished or to be furnished to Seller hereunder; (b) Liability Losses based on or arising out of injuries or other events occurring after the Closing Date; and (c) the imposition on Seller by any third party of any Assumed Liability; and (d) Claims arising out of any of the foregoing. The foregoing indemnities are cumulative. 10.3. Notice. Promptly after acquiring knowledge of any Loss or Claim, against which Seller has indemnified Buyer or against which Buyer has indemnified Seller, or as to which any party may be liable, Seller or Buyer, as the case may be, shall give to the other party written notice thereof; Provided, however, that failure to provide such notice shall not relieve the indemnifying party of the -45- obligation to indemnify another party hereto, but shall only permit the indemnifying party to make a Claim against such other party to the extent the indemnifying party shall have been actually prejudiced as a result of such failure. Each indemnifying party shall, at its own expense, defend against and contest any Loss or Claim, against which it has indemnified an indemnified party, and each indemnifying party shall receive from the other party all necessary and reasonable cooperation in said defense, including, but not limited to, the services of employees of the other party who are familiar with the transactions out of which any such Loss or Claim may have arisen. The indemnifying party shall have the right to control the defense of any such proceeding, provided that the indemnified party shall be permitted to participate in such defense at its own expense. The indemnifying party shall have the right, subject to the next succeeding sentence, at its option, to compromise, settle or defend, at its own expense and by its own counsel, any such matter involving the asserted liability of the indemnified party. In the event that the indemnifying party shall undertake to compromise, settle or defend any such asserted liability, it shall promptly notify the indemnified party of its intention to do so; provided, however, in the event of a compromise or settlement, the indemnified party shall have the right to approve any such compromise or settlement, which approval shall not be unreasonably withheld or delayed. Furthermore, the indemnifying party shall not enter into any compromise or settlement without obtaining the complete release of the indemnified party. The indemnified party shall have the right to participate in all aspects of the defense of any such Loss or Claim (including attending meetings and obtaining and reviewing copies of all documents) and may choose and retain, at its own cost and expense, separate counsel in connection therewith; provided, however, if counsel retained by the indemnifying party determines that there exists an actual or potential conflict of interest between the indemnified party and the indemnifying parties with respect to the defense of such Loss or Claim, then the reasonable fees and disbursements of the separate counsel retained and chosen by the indemnified party shall be borne by the indemnifying party. In the event that an indemnifying party, after written notice from an indemnified party, fails to take timely action to defend the same, the indemnified party shall have the right to defend the same by counsel of its own choosing, but at the cost and expense of the indemnifying party. No indemnified party shall have the right to settle or compromise any Claim without the written consent of the indemnifying party, except that any indemnified party shall have the right to settle or compromise any Claim against it if it has given written notice thereof to the indemnifying party and the indemnifying party has failed to take timely action to defend the same. ase 10.4. Set Off. Notwithstanding any provisions herein to the contrary, any Losses for which Buyer is entitled to monetary damages pursuant to Seller's indemnification obligation hereunder may, at Buyer's sole discretion, be applied in reduction of amounts -46- due (both principal and interest) Seller in respect of the Earn Out and/or in respect of the Environmental Hold Back. In the event Buyer believes that Seller is obligated to indemnify Buyer hereunder, and Buyer desires to exercise its right of set off against the Earn Out and/or the Environmental Hold Back, following such set off, Buyer shall deliver to Seller prompt written notice of the amounts so set off, and a detailed written explanation as to why such amounts were so set off. Seller shall have thirty (30) days following receipt of such written notice that Buyer has set off against a payment to review and dispute Buyer's right of setoff against the Earn Out and/or the Environmental Hold Back. In the event that Seller disputes Buyer's exercise of such right, Seller will provide written notice within such thirty (30) day period setting forth in detail its specific objections and Buyer and Seller agree to meet within five (5) days of Buyer's receipt of such notice from Seller to resolve such dispute. If Buyer and Seller are unable to agree upon the appropriate setoff, if any, within five (5) days, such dispute will be submitted to and resolved by binding arbitration in accordance with the Commercial Arbitration Rules of the American Arbitration Association. Prior to the date that the Earn Out is determined, Buyer may set off against all or any portion (as appropriate) of the Environmental Hold Back. Once the Earn Out has been determined, Buyer may thereafter set off only against the Earn Out until the Earn Out has been exhausted (or paid) whereupon Buyer may again set off against the Environmental Hold Back. Any such set off against the Earn Out shall be accomplished by reducing pro rata each remaining installment of the Earn Out to be paid by Buyer to Seller hereunder. Buyer's right of set off under this Section 10.4 is in lieu of any common law right of set off otherwise available to Buyer.available to Buyer. 10.5. Limitations on Indemnification. Notwithstanding anything to the contrary in this Agreement, a party's right to indemnification hereunder shall be limited as follows: (a) No indemnification shall be made for Losses unless the aggregate amount of all claims for indemnification from Seller or Buyer (as the case may be) exceeds Twenty-Five Thousand Dollars ($25,000), in which case the Seller or Buyer (as the case may be) shall only be liable for Losses in excess of such amount. (b) The liability of Seller for Losses arising out of breaches of Section 5.12 (relating to certain environmental matters) for which a Claim is properly made by Buyer during the period commencing on the second anniversary of the Closing Date and ending on the fourth anniversary of the Closing Date, shall be limited to an aggregate amount not to exceed an amount equal to the Unused Portion of the Environmental Hold Back, plus any amounts set off from the Environmental Hold Back pursuant to Section 10.4 hereof. (c) The total liability of Seller under this Article 10 shall in no event exceed the aggregate consideration received by Seller hereunder, including without limitation, the Purchase Price, the value of the Assumed Liabilities and the Earn Out net of any amount paid by Seller to Buyer pursuant to Section 13.8 hereof. -47- ARTICLE 11 SURVIVAL OF REPRESENTATIONS, WARRANTIES, GUARANTEES, AND COVENANTS Notwithstanding any investigation made by or on behalf of Seller or Buyer prior to or after the Closing Date, except for (a) representations or warranties made by any party as provided herein or in any Collateral Document which were made by such party fraudulently or with intent to defraud or mislead, which representations and warranties shall survive in accordance with the applicable statute of limitations, and (b) representations and warranties set forth in Section 5.9 relating to certain tax matters and Section 5.12 relating to certain environmental matters which shall survive, until the date which is four (4) years after the Closing Date, all representations and warranties made by Seller and Buyer in this Agreement or pursuant hereto shall survive the Closing, until the date which is two (2) years after the Closing Date (the "Survival Date"), and thereafter as to any Claims or Losses written notice of which is properly given prior to the Survival Date. All covenants and other agreements set forth herein shall survive the Closing in accordance with the applicable statute of limitations. ARTICLE 12 THE CLOSING 12.1. Time and Place. The closing of the transactions (the "Closing") contemplated hereby shall be held at 10:00 A.M. on or prior to June 28, 1996, or as soon thereafter as all Closing conditions have been satisfied or waived, or at such other time and on such other date as the parties may mutually agree to in writing (the "Closing Date"). The Closing shall be held at the offices of Pepper, Hamilton & Scheetz, counsel to Buyer, at 3000 Two Logan Square, 18th and Arch Streets, Philadelphia, PA 19103-2799. 12.2. Conduct of Closing. Subject to the fulfillment of all of the conditions set forth in Sections 9.1 and 9.2 and the delivery of all certificates and opinions required thereby, except such conditions as may be waived by the parties, on the Closing Date the following documents, agreements and instruments shall be duly delivered: -48- (i) payment of the Purchase Price provided for in Section 3.2.1; (ii) the opinions of Pepper, Hamilton & Scheetz, counsel to Buyer and Calfee, Halter and Griswold counsel to Seller; (iii) the closing and good standing certificates referred to in Sections 9.1.1, 9.1.2, 9.2.1 and 9.2.2 hereof; (iv) all consents and approvals referred to in Section 9.1.6 hereof; (v) Bill of Sale for the Assets (other than vehicles, Real Property and certain Intellectual Property); (vi) Assignment and Assumption Agreement duly executed by Buyer and the Company; (vii) Assignment of Patents and Trademarks conveying the Intellectual Property included in the Assets; (viii) Vehicle title certificates for vehicles which are Assets titled in the name of the Company or an Affiliate; (ix) The Transition Services Agreement; (x) A Deed for the Owned Facility; and (xi) Master Lease Agreements pursuant to which Seller or its Affiliates, as appropriate, shall lease to Acquisition, effective as of the Closing Date, the International Registration Plan ("IRP") registration and base-plate licenses registered in the states of Illinois and North Carolina (but not Tennessee) for the Company Owned Tractors and the Company Owned Trailers, as well as the IRP registration and base-plate licenses registered in the states of Illinois and North Carolina (but not Tennessee) owned by the Seller or its Affiliates, as appropriate, for the Independent Contractor equipment identified in the IC Agreements to be assigned by Seller to Buyer pursuant to Section 2.1.6 hereof, the form of such Master Lease Agreement to be substantially in the form attached hereto as Exhibit 12.2(xi). 12.3. Certain Closing Costs; Prorations; Post-Closina Adjustments. Costs of closing the transaction contemplated hereby shall be allocated between Seller and Buyer as follows: (a) Seller shall pay the costs of (i) providing to Buyer all information which Seller is obligated herein to provide to Buyer, (ii) any deed stamps, document taxes, mortgage taxes, intangible taxes, and similar taxes or charges with respect to the transaction, (iii) any other taxes referenced as Seller's responsibility in Article 15 hereof, and (iv) the Lien, judgment and -49- UCC searches on the Company and certain of its Affiliates performed by CSC Services Corporation at the request of Pepper, Hamilton & Scheetz. (b) Buyer shall pay the costs of (i) performing its due diligence, (ii) the premium for the standard coverage Owner's Title Policy with respect to the Owned Facility, and (iii) recording the Deed and any other conveyance documents that Buyer may choose to record. (c) The following items shall be adjusted or prorated between Seller and Buyer as of the Closing: (i) Ad valorem and similar taxes (excluding assessments) for the then current tax year relating to the Facilities shall be prorated. If the Closing occurs before the tax rate is fixed for the then current tax year, the apportionment of taxes shall be made on the basis of the tax rate for the preceding tax year applied to the latest assessed valuation of the Facilities and when the tax rate is fixed for the tax year in which the Closing occurs, Seller and Buyer hereby agree, one with the other, to adjust the proration of taxes and, if necessary, to refund or pay such sums to the other party as shall be necessary to effect such adjustment; (ii) All unpaid assessments, if any, existing as of the Closing Date, whether due and payable before or after Closing, shall be paid by Seller when due, to the extent such assessments relate to the periods prior to the Closing Date; (iii) Buyer shall receive cash at Closing from Seller equal to the amount of any and all unpaid bills relating to periods prior to the Closing Date for which Buyer shall be responsible after the Closing; (iv) Any operating expenses for or pertaining to public utility charges shall be prorated between Buyer and Seller at and as of the Closing; (v) Seller shall receive cash at Closing from Buyer equal to the amount of any and all security deposits on any Facility leases, Transport-Related Asset leases or Personal Property leases as well as any utility deposits relating to and benefiting the periods subsequent to the Closing Date, all such deposits (and the value thereof) being listed on Schedule 12.3(c)(v) hereto; (d) Seller and Buyer agree that, to the extent described in this Section 12.3, Seller is entitled to receive all income and obligated to pay all expenses of the Facilities prior to the Closing Date and Buyer is to receive all income and pay all expenses of the Facilities after the Closing Date. If Buyer receives any bill or invoice which relates to periods prior to the Closing, Buyer shall refer such bill to Seller and Seller agrees to -50- pay such bill or invoice promptly upon receipt. If Seller does not pay such bill in a timely manner, Buyer may, at its option, pay such bill or invoice and Seller shall become liable to Buyer for the full amount of such payment. (e) Buyer acknowledges that, prior to the Closing Date, Seller has advanced funds for the benefit of the Independent Contractors relating to the acquisition of base plates for the Independent Contractor equipment (the "I/C Advances"), which I/C Advances are repaid in equal bi-monthly or monthly installments. Buyer further acknowledges that $160,630.88 of the I/C Advances are due and payable by the Independent Contractors subsequent to the Closing Date and Buyer agrees that upon receipt of any amounts representing I/C Advances after the Closing Date up to $160,630.88, it will promptly remit in cash such amounts to Seller, but in no event later than ten (10) business days after receipt thereof. Any amounts remitted by Buyer to Seller pursuant to this Section 12.3(e) shall be in cash, by certified or bank check, or by wire transfer of immediately available funds and shall be accompanied by a statement setting forth (i) the amount of the I/C Advance received and remitted, (ii) the date of receipt by Buyer, (iii) identification of the Independent Contractor from which the I/C Advance was received and (iv) the remaining balance of the I/C Advances owing to Seller. (f) Anything in this Agreement to the contrary notwithstanding, the provisions of this Section 12.3 shall survive the Closing. ARTICLE 13 CONDUCT OF SELLER AND BUYER AFTER CLOSING 13.1. General cooperation Regarding Transfer of Assets. Buyer and Seller will cooperate upon and after the Closing Date in effecting the orderly transfer of the operations of the Business and the Assets to Buyer. In addition, after the Closing Date, at the request of either party and at the requesting party's expense, but without additional consideration, the other party shall execute and deliver from time to time such further instruments of assignment, conveyance and transfer, shall cooperate in the conduct of Litigation, and the processing and collection of insurance Claims, and shall take such other actions as may reasonably be required to convey and deliver more effectively to Buyer the Assets or to confirm and perfect Buyer's title to the Assets, and otherwise to accomplish the orderly transfer to Buyer of the Assets and operations of Seller as contemplated by this Agreement. 13.2. Buyer's Transition Support to Seller. From and after the Closing, Buyer shall provide certain transition support to Seller pursuant to the terms and -51- conditions of a Transition Services Agreement substantially in the form attached hereto as Exhibit 13.2 (the "Transition Services Agreement"). 13.3. Seller's Transition support to Buyer. From and after the Closing, Seller shall provide certain transition support to Buyer pursuant to the Transition Services Agreement. 13.4. Seller's Restrictive Covenants. 13.4.1. Non-Compete. The Seller (which for purposes of this Section 13.4, shall include all of Seller's Affiliates but shall not include the Company) shall not, for a period of three (3) years following the Closing Date (the "Restricted Period"), do any of the following directly or indirectly without the prior written consent of the Buyer: (i) engage or participate in any business activity competitive with the Business; (ii) become interested in (as owner, stockholder, lender, partner, co-venturer, director, officer, employee, agent, consultant or otherwise) any person, firm, corporation, association or other entity engaged in any business that is competitive with the Business or become interested in (as owner, stockholder, lender, partner, co-venturer, director, officer, employee, agent, consultant or otherwise) any portion of the business of any person, firm, corporation, association or other entity where such portion of such business is competitive with the Business. (iii) Notwithstanding the foregoing (i) or (ii), (A) a director of Seller may serve as a director of one or more transportation-related companies so long as Seller is not involved in the management of any such company, (B) Seller may hold not more than three percent (3%) of the outstanding securities of any class of any publicly-traded securities of a company that is so engaged so long as the Seller is not involved in the management of any such company, and (C) BMI, and any Affiliate (other than the Company) may continue to conduct its business operations consistent with the manner in which it conducts such operations on the date hereof so long as (1) it conducts such operations only from terminals located in the states of Ohio, Michigan, Indiana, West Virginia, Illinois and Pennsylvania (collectively, the "Territory"), (2) it opens no new terminals or other facilities in either the Territory or otherwise; provided, that, it may open new terminals (x) only in the Territory, (y) only in response to a direct request of an existing customer to do so, and (z) only so long as it cannot reasonably service such customer other than by opening such new terminals, (3) it does not expand its operations within the -52- Territory, (4) it does not acquire (by title acquisition or by lease or otherwise) or otherwise use any MC 306/307 or 312 trailers, or similar trailers (other than such trailers owned or used on the date hereof or those acquired or leased to replace such trailers owned or used on the date hereof) in its business operations. 13.4.2. Non-Solicitation. The Seller shall not, during the Restricted Period, do any of the following, directly or indirectly, without the prior written consent of the Buyer: (i) influence or attempt to influence any supplier, customer or potential customer of the Buyer or the Business to terminate or modify any written or oral agreement or course of dealing with the Buyer or the Business; (ii) actively solicit to employ or retain, or arrange to have any other person or entity employ or retain, any person who is (on the date hereof) or may in the future be employed or retained by the Business as an employee, consultant, agent, distributor or in a similar such capacity; (iii) actively influence or attempt to influence any such person to terminate or modify his employment, consulting, agency, distributorship or other arrangement with the Buyer or the Business. 13.4.3. Specific Enforcement; Extension of Period. (i) Seller acknowledges that the restrictions contained in Sections 13.4 hereof are reasonable and necessary to protect the legitimate interests of the Buyer and its Affiliates and that the Buyer would not have entered into this Agreement in the absence of such restrictions. Seller also acknowledges that any breach by it of Section 13.4 hereof will cause continuing and irreparable injury to the Buyer for which monetary damages would not be an adequate remedy. Seller shall not, in any action or proceeding to enforce any of the provisions of this Agreement, assert the claim or defense that such an adequate remedy at law exists. In the event of such breach by Seller, the Buyer shall have the right to enforce the provisions of Sections 13.4 hereof by seeking injunctive or other relief in any court, and this Agreement shall not in any way limit remedies of law or in equity otherwise available to the Buyer. If an action at law or in equity is necessary to enforce or interpret the terms of this agreement, the prevailing party shall be entitled to recover, in addition to any other relief, reasonable attorneys' fees, costs and disbursements. In the event that the provisions of Sections 13.4 hereof should ever be adjudicated to exceed the time, geographic, or other limitations permitted by applicable law in any applicable jurisdiction, then such provisions shall be deemed reformed in such jurisdiction to the maximum time, geographic, or other limitations permitted by applicable law. -53- (ii) In the event that Seller shall be in breach of any of the restrictions contained in Section 13.4 hereof, then the Restricted Period shall be extended for a period of time equal to the period of time that Seller is in breach of such restriction. 13.4.4. No Allocation to Restrictive Covenants. No portion of the Purchase Price shall be allocable to Seller's restrictive covenants set forth herein. 13.5. Payables. Seller shall pay at Closing all accounts payable and trade obligations of the Business as provided in Section 7.1.8 above. 13.6. Non-Solicitation. 13.6.1. Covenant. The Buyer shall not, for the one (1) year period commencing on the date hereof, do any of the following, directly or indirectly, without the prior written consent of BMI. (i) actively solicit to employ or retain, or arrange to have any other person or entity employ or retain, any person who is, on the date in question, employed or retained by BMI as an employee; (ii) actively influence or attempt to influence any such person to terminate or modify his employment with BMI. 13.6.2. Specific Enforcement; Extension of Period. Buyer acknowledges that the restrictions contained in Section 13.6.1 hereof are reasonable and necessary to protect the legitimate interests of BMI and that BMI would not have entered into this Agreement in the absence of such restrictions. Buyer also acknowledges that any breach by it of Section 13.6.1 hereof will cause continuing and irreparable injury to BMI for which monetary damages would not be an adequate remedy. Buyer shall not, in any action or proceeding to enforce any of the provisions of this Agreement, assert the claim or defense that such an adequate remedy at law exists. In the event of such breach by Buyer, BMI shall have the right to enforce the provisions of Section 13.6.1 hereof by seeking injunctive or other relief in any court, and this Agreement shall not in any way limit remedies of law or in equity otherwise available to BMI. If an action at law or in equity is necessary to enforce or interpret the terms of this Agreement, the prevailing party shall be entitled to recover, in addition to any other relief, reasonable attorneys' fees, costs and disbursements. In the event that the provisions of Section 13.6.1 hereof should ever be adjudicated to exceed the time, geographic, or other limitations permitted by applicable law in any applicable jurisdiction, then such provisions shall be deemed reformed in such jurisdiction to the maximum time, geographic, or other limitations permitted by applicable law. -54- 13.7. Preservation of Corporate Existence. BMI shall cause Seller and each Affiliate of Seller that is a party to a Master Lease Agreement with Acquisition as provided in Section 12.2(xi) above, or a license with Acquisition relating to a facility (other than the Facilities) or other similar agreement with Acquisition, to preserve its corporate existence until the termination of such Master Lease Agreement, license(s), or agreement(s) (as the case may be). 13.8. Specified Accounts Receivable. Seller shall use commercially reasonable efforts following the Closing Date to collect the Specified Accounts Receivable, including, without limitation, observing the same practices and procedures and exercising the same standard of care in servicing the Specified Accounts Receivable as it observes and exercises in the collection of its own accounts receivable. Upon collection by Seller of any Specified Account Receivable, up to an amount equal to the lesser of (i) $2,550,000 or (ii) eighty-five percent (85%) of the Specified Accounts Receivable (the "Threshold Amount"), such amounts will promptly be remitted by Seller to Acquisition or to such person identified by Acquisition in accordance with the written instructions received by Seller, but in no event later than the next business day. Once Seller has collected and remitted to Acquisition Specified Accounts Receivable in an amount equal to the Threshold Amount, the balance collected by Seller shall be retained by Seller. In the event that Specified Accounts Receivable in the aggregate amount of less than the Threshold Amount remain unpaid one hundred twenty (120) days following the Closing Date, Acquisition may, upon detailed written notice thereof to Seller, require Seller to purchase such unpaid Specified Accounts Receivable for an amount equal to the Threshold Amount of the Specified Accounts Receivable minus the Specified Accounts Receivable previously remitted to Acquisition, whereupon Seller shall do so within 5 days of receipt of such notice. To the extent Seller has collected and remitted to Acquisition an amount equal to the Threshold Amount, any remaining Specified Accounts Receivable that remain unpaid 120 days after the Closing Date shall become, without consideration, the property of Seller for its collection. 13.9. Delivery of Documents by Seller. Seller previously has delivered to Buyer, or at Closing, or as soon after Closing as is practicable, Seller will deliver to Acquisition or make available to Acquisition at the Headquarters the following documents: (a) Driver qualification files containing the information required under 49 C.F.R. Part 391 for all active employees and leased drivers. (b) All medical records required by the DOT, including the DOT physical examination certificate, disability waiver, and drug and alcohol test results. -55- (c) Drug test result summary for Employees of the Company for the previous twelve (12) months. (d) Training certificates for all Employees that have undergone training as a "haz mat employee" pursuant to 49 C.F.R. Part 126F. (e) DOT accident register for the previous twelve (12) months. (f) Maintenance files for all Transport-Related Assets and Independent Contractor equipment. (g) Manufacturer's certificates for all MC cargo tanks. (h) Qualification certificates for all mechanics that have been qualified to conduct the inspection and maintenance reports required under 49 C.F.R. Part 396. (i) Occupational Safety and Health Act ("OSHA") Form 200 detailing all OSHA reported accidents or injuries. (j) Workers' compensation claims files for Transferred Employees. (k) Independent Contractor files, including escrow fund transaction summaries, for all Independent Contractors whose IC Agreement has been assigned to and assumed by Acquisition. ARTICLE 14 BROKERAGE; EXPENSES 14.1. Brokers in General. Neither of the parties, nor, where applicable, any of their respective shareholders, officers, directors, or employees, has employed or will employ any broker, agent, finder, or consultant (a "Broker") or has incurred or will incur any liability for any brokerage fees, commissions, finders' fees, or other fees ("Brokerage Fees"), in connection with the negotiation or consummation of the transactions contemplated by this Agreement, except as set forth in Section 14.2 below. 14.2. Seller's Brokers. Seller has engaged Meyercord Advisors, Inc., for whose fees Seller shall be solely responsible. Seller is responsible for and hereby indemnifies and holds Buyer harmless against and in respect of any claim for Brokerage Fees of Meyercord Advisors, Inc. and any additional such claims incurred by Seller relative to this Agreement and the transactions contemplated hereby. -56- 14.3. Buyer's Brokers. Buyer has engaged no Broker relative to this Agreement and the transactions contemplated hereby. 14.4. HSR Filing Fee. Buyer and Seller each hereby agree to bear one-half of the filing fee payable in connection with the parties' compliance with the Hart-Scott-Rodino Antitrust Improvements Act of 1976. 14.5. Swain Performance Bonus. Buyer and Seller hereby agree to bear one-half of any performance bonus, if any, payable by Buyer to Matt Swain in connection with the performance of the Business during the Earn Out Period as more particularly described in that certain letter agreement, dated June 25, 1996, between Buyer and Mr. Swain, a copy of which is attached hereto as Exhibit 14.5. 14.6. Expenses in General. Except as otherwise expressly provided in this Agreement, the parties agree to bear their respective expenses individually, each in respect of all expenses of any character incurred by it in connection with this Agreement or the transactions contemplated hereby. Any such expenses incurred by the Business shall be borne by or reimbursed by the Seller at Closing. ARTICLE 15 TAXES AND EMPLOYEE BENEFIT MATTERS 15.1. Taxes. 15.1.1. Transaction Taxes. Seller shall pay any documentary, stamp, sales, use, filing or other transfer taxes payable as a result of the transactions contemplated hereby; provided that Buyer shall pay any sales tax related to the transfer of any motor vehicle title into the Buyer's (or Buyer's Affiliate) name. 15.1.2. Filing of Returns. After the Closing Date, Seller will cause to be prepared and timely filed all required Returns which are not required to be filed on or before the Closing Date for all taxable periods ending on or prior to or including the Closing Date. 15.2. Transferred Employees and Independent Contractors. On the Closing Date, Buyer intends to offer employment to those Employees of Seller listed on Schedule 15.2 attached hereto, provided that Buyer shall not be obligated to offer employment to any Employee of Seller who is not actively at work as of the Closing Date or within two weeks thereafter and to no other Employees of Seller or to any Employee of Seller who is employed in the capacity as a driver and not qualified under 49 C.F.R. Parts 382, 383, 391, 392 and 395. On the Closing Date, Buyer intends to accept -57- assignment of Seller's agreements with those Independent Contractors listed on Schedule 15.2 hereto; provided that, Buyer shall not be obliged to accept assignments of Seller's agreement with those Independent Contractors whose drivers are not qualified to operate a commercial motor vehicle under 49 C.F.R. Parts 382, 383, 391, 392 and 395. 15.3. Employee Benefit Plans 15.3.1. Group Medical Plan. Each Transferred Employee who is a participant in Seller's group medical plan (including related plans such as dental plans, and vision or prescription plans), and any covered dependents of such Employee, shall remain covered by such plan pursuant to its terms, through the end of the calendar month in which the Closing Date occurs. Buyer shall establish a substantially similar plan effective as of the first day of the next calendar month, in which Transferred Employees (and their covered dependents) shall be permitted to enroll. Transferred Employees (and their covered dependents) shall be given credit under such plan for any amounts paid during the calendar year under Seller's plan toward Buyer's plan's deductible and out-of-pocket maximum limitations, and time covered under Seller's plan shall be credited as a period of coverage toward any pre-existing condition exclusion contained in Buyer's plan. Seller's plan shall continue to be responsible for payment of any benefit claims that arose on account of medical services provided before the effective date of Buyer's plan or on account of a hospital confinement of a participant or beneficiary that commenced prior to the effective date of Buyer's plan (regardless of the date such claims are submitted). Seller's plan shall continue to be responsible for continuation coverage provided to qualified beneficiaries on account of qualifying events that occur before the effective date of Buyer's plan, even if the qualified beneficiary's election is submitted after such effective date. 15.3.2. Savings Plan. Seller shall cause its savings plan (as qualified under sections 401(a) and 401(k) of the Code) to be amended to (a) cease participation of Transferred Employees as of the end of the payroll period containing the Closing Date; and (b) fully vest such Transferred Employees in any employer contribution accounts contained in such plan. Seller shall treat such Transferred Employees as terminated employees, and shall offer distribution elections to such Transferred Employees pursuant to Code section 401(k)(10). Buyer shall adopt a savings plan for Transferred Employees which shall be qualified under sections 401(a) and 401(k) of the Code, and which shall accept direct rollover elections from Seller's plan on behalf of Transferred Employees who elect such direct rollovers. -58- 15.3.3. Dependent Care and Medical Expense Reimbursement Plans. Effective as of the Closing, Buyer shall establish a dependent care reimbursement plan and a medical expense reimbursement plan, subject to Section 125 of the Code. Seller shall provide to Buyer information regarding the salary reduction elections and the debit or credit balances in such reimbursement accounts applicable to Transferred Employees as of the Closing Date. Each Transferred Employee shall be credited with such credit or debit balance as of the effective date of Buyer's plans. Buyer intends to retain the same third-party administrator for such plans, and such administrator shall apply Transferred Employees' reimbursement requests submitted before the Closing Date to Seller's plans, and shall apply those submitted on or after the Closing Date to Buyer's plans, and shall provide to both parties a reconciliation showing the net credit or debit balances applicable to Transferred Employees as of the Closing Date. As promptly following the Closing Date as practicable, Seller shall reimburse Buyer for the assumption of the net amount of such credit balances or Buyer shall reimburse Seller for the net amount of debit balances, as appropriate by payment of such amounts in cash, by certified or bank check, or by wire transfer of immediately available funds. 15.3.4. Other Benefit Plans and Transition Arrangements. Buyer shall establish a life insurance plan and long-term disability plan, which shall be offered to Transferred Employees pursuant to their terms. Buyer shall not be obligated to maintain any plans described in this Section 15.3 for any specific period of time, and may amend such plans at any time, in its sole discretion. Buyer and Seller agree to take all such actions as reasonably may be required to effectuate an efficient transition of coverage for Transferred Employees (where applicable pursuant to the terms of this Agreement). ARTICLE 16 TERMINATION 16.1. Events of Termination. Anything herein or elsewhere to the contrary notwithstanding, this Agreement may be terminated by written notice of termination at any time before the Closing Date only as follows: 16.1.1. Mutual Consent. By mutual consent of Seller and the Buyer; 16.1.2. Prior to Closing Date. By Seller or Buyer if the other shall have (a) misstated any representation or been in breach of any warranty contained herein or (b) been in breach of any covenant, undertaking or restriction contained herein and such misstatement or breach has not been cured by the earlier of (i) -59- thirty (30) days after the giving of notice to such party of such misstatement or breach or (ii) the Closing Date; 16.1.3. Buyer's Rights to Terminate. Provided that the Buyer is not in material Default hereunder, if all of the conditions precedent set forth in Section 9.2 hereof have not been met by July 15, 1996; or 16.1.4. Seller's Rights to Terminate. Provided that the Seller is not in material Default hereunder, if all of the conditions precedent set forth in Section 9.1 hereof have not been met by July 15, 1996. 16.2. Consequences of Termination. 16.2.1. Effect of Termination. In the event of the termination and abandonment hereof pursuant to the provisions of Section 16.1, this Agreement shall become void and have no effect, without any liability on the part of any of the parties or their directors or officers or stockholders in respect of this Agreement except in the event of a termination pursuant to Section 16.1.2 hereof, in which case the non-breaching party shall be entitled to exercise all rights and pursue all remedies available to it as a result of such breach. Notwithstanding any termination pursuant to Section 16.1 hereof, the provisions of Section 7.7, 8.4 hereof and this Section 16.2.1 shall survive for the period of time set forth therein. 16.2.2. Reimbursement of Audit Expenses. If the Closing does not occur for any reason other than a breach by the Buyer of its obligations hereunder or as a result of the condition precedent set forth in Section 9.1.9 hereof not being met, the Seller will immediately reimburse the Buyer for the cost of the Environmental Audits of the Facilities. ARTICLE 17 GENERAL 17.1. Entire Agreement; Amendments. This Agreement constitutes the entire understanding among the parties hereto with respect to the subject matter contained herein and supersedes any prior understandings and agreements among them respecting such subject matter. This Agreement may be amended and supplemented only by a written instrument duly executed by all the parties hereto. 17.2. Headings. The headings in this Agreement are for convenience of reference only and shall not affect its interpretation. -60- 17.3. Gender; Number. Words of gender may be read as masculine, feminine, or neuter, as required by context. Words of number may be read as singular or plural, as required by context. 17.4. Exhibits and Schedules. Each Exhibit and Schedule referred to herein is incorporated into this Agreement by such reference. 17.5. Severability. If any provision of this Agreement is held illegal, invalid, or unenforceable, such illegality, invalidity, or unenforceability will not affect any other provision hereof. This Agreement shall, in such circumstances, be deemed modified to the extent necessary to render enforceable the provisions hereof. 17.6. Notices. All notices and other communications hereunder shall be in writing and shall be given to the person either personally or by sending a copy thereof by first class or express mail, postage prepaid, or by telegram (with messenger service specified), telex or TWX (with answer back received) or courier services, charges prepaid, or by telecopier, to such party's address (or to such party's telex, TWX, telecopier or telephone number). If the notice is sent by mail, telegraph or courier services, it shall be deemed to have been given to the person entitled thereto when deposited in the United States mail or with a telegraph office or courier service for delivery to that person or, in the case of telex of TWX, when dispatched. If to Buyer, to: Fleet Acquisition Corporation c/o Chemical Leaman Corporation 102 Pickering Way Exton, PA 19341 Attn: David M. Boucher, CFO Telecopy No.: (610) 363-4233 With a copy to: Pepper, Hamilton & Scheetz 3000 Two Logan Square 18th and Arch Streets Philadelphia, PA 19103 Attention: Barry M. Abelson, Esq. Telecopy No.: (215) 981-4750 If to Seller to: -61- Fleet Transport Company, Inc. c/o BMI Transportation, Inc. 1300 East 9th Street Suite 1100 Cleveland, OH 44114 Attn: P. Elliott Burnside Telecopy No.: (216) 664-6030 With a copy to: Calfee, Halter & Griswold 1400 McDonald Investment Center 800 Superior Avenue Cleveland, OH 44114 Attention: Lawrence N. Schultz, Esq. Telecopy No.: (216) 241-0816 Notice of any change in any such address shall also be given in the manner set forth above. Whenever the giving of notice is required, the giving of such notice may be waived by the party entitled to receive such notice. 17.7. Waiver. The failure of any party to insist upon strict performance of any of the terms or conditions of this Agreement will not constitute a waiver of any of its rights hereunder. 17.8. Assignment. No party may assign any of its rights or delegate any of its obligations hereunder without the prior written consent of the other parties except that (i) Buyer may assign its rights hereunder to any direct or indirect wholly-owned subsidiary of CLC and (ii) Seller may assign its rights to receive payments hereunder to any lender or creditor of Seller, including Fleet Capital Corporation. 17.9. Successors and Assigns. This Agreement binds, inures to the benefit of, and is enforceable by the successors and permitted assigns of the parties, and does not confer any rights on any other persons or entities. 17.10. Governing Law. This Agreement shall be construed and enforced in accordance with Delaware law. 17.11. Jurisdiction. Any judicial proceeding in relation to any matter arising under this Agreement may be brought in any court of competent jurisdiction in the State of Delaware (including the courts of the State or the United States of America for the District of Delaware) and, as part of the consideration for entering into this Agreement, by execution and delivery of this Agreement each party hereto to the extent permitted by law accepts, for itself and in respect of its property, generally and unconditionally, the jurisdiction of the aforesaid courts. -62- 17.12. Third party Beneficiaries. Except as specifically set forth herein, the representations, warranties, covenants and agreements contained in this Agreement are for the sole benefit of the parties hereto and their successors and assigns, and they shall not be construed as conferring and are not intended to confer any rights on any other persons. 17.13. Publicity. Prior to the Closing Date, all notices to third parties and all other publicity relating to the transactions contemplated by this Agreement shall be jointly planned, coordinated and agreed to by the Seller and the Buyer. Prior to the Closing Date, none of the parties hereto shall act unilaterally in this regard without the prior approval of the Seller and the Buyer; provided, however, that such approval shall not be unreasonably withheld or delayed. 17.14. Counterparts. This Agreement may be executed in any number of counterparts and any party hereto may execute any such counterpart, each of which when executed and delivered shall be deemed to be an original and all of which counterparts taken together shall constitute but one and the same instrument. The execution of this Agreement by any party hereto will not become effective until counterparts hereof have been executed by all the parties hereto. It shall not be necessary in making proof of this Agreement or any counterpart hereof to produce or account for any of the other counterparts. Any party may deliver a counterpart execution page to this Agreement by facsimile transmission; provided that such delivery shall constitute that party's agreement to promptly deliver original counterparts thereof upon any other party's reasonable request therefor. IN WITNESS WHEREOF, the parties have executed this Agreement on the date first above written. FLEET TRANSPORT COMPANY INC. By: /s/ [Illegible] -------------------------- Title: BMT TRANSPOTATAION, INC. By: /s/ [Illegible] -------------------------- Title: [EXECUTIONS CONTINUED] -63- FLEET TRANSPORT-VA., INC. By: /s/ [Illegible] -------------------------- Title: BULK STORAGE, INC. By: /s/ [Illegible] -------------------------- Title: FLEET ACQUISITION CORPORATION By: /s/ David M. Boucher -------------------------- Title: Executive Vice President CHEMICAL LEAMAN CORPORATION By: /s/ David M. Boucher -------------------------- Title: Senior Vice President -64- LIST OF OMITTED SCHEDULES & EXHIBITS TO ASSET PURCHASE AGREEMENT (Exhibit 2.1)* Number Description Schedule 2.1.1 Real Property Descriptions Schedule 2.1.2 Real Property Leases Schedule 2.1.3 Transport Related Asset Schedule 2.1.4 Tangible Personal Property including inventory and computer hardware and software Schedule 2.1.5 Tangible Personal Property Lease Schedule 2.1.6 Contracts including independent contractor' customer and railway agreements Schedule 2.1.7 Intellectual Property Schedule 2.1.8 Intangible Personal Property Schedule 2.1.9 Escrow Deposits of Independent Contractors Schedule 2.1.10 Accrued Employee Vacation Schedule 2.1.11 Specified Accounts Receivable, detailed by document amount Schedule 2.2 Excluded Assets Schedule 5.1 Jurisdictions Schedule 5.2 Necessary Corporate Consents Schedule 5.4(a) Permitted Uses of the Facilities Schedule 5.8 Undisclosed Liabilities, Guarantees, Letters of Credit and Reimbursement Schedule 5.10 Litigation including permits and operating authorities Schedule 5.11 Employee Benefits Schedule 5.12 Permits including noncompliance information Schedule 5.12.3 On-site and Off-site Disposal Locations Schedule 5.14 Insurance and Insurance Claim Notices Schedule 5.15 Intellectual Property *The Company agrees to furnish supplementally a copy of any omitted schedule or exhibit to this Asset Purchase Agreement to the Commission upon request. LIST OF OMITTED SCHEDULES & EXHIBITS TO ASSET PURCHASE AGREEMENT (Exhibit 2.1)* Schedule 5.16 Labor Issues Schedule 5.16.2 Violations of Law Schedule 5.17 Contracts Schedule 5.18 Business Outside the Ordinary Course Schedule 5.21 Transactions with Affiliates Schedule 5.22 Capital Expenditure Schedule 5.25.2 Employee information including name, division, job title, salary, date of hire and social security number Schedule 7.1.8 Accounts payable check register with vendor name, vendor code, invoice references and payment amount Exhibit 12.2(xi) Form of Master Lease Agreements for vehicles registered in North Carolina and Illinois Exhibit 14.5 Letter Agreement with Matt Swain, dated June 25, 1996 Exhibit___ BMI Transportation, Inc. and Subsidiaries, Consolidated Financial Statements, dated September 30, 1995 *The Company agrees to furnish supplementally a copy of any omitted schedule or exhibit to this Asset Purchase Agreement to the Commission upon request. EX-2.2 4 PLAN OF MERGER EXHIBIT 2.2 PLAN OF MERGER Background of Plan CLC Merger Corp. ("Parent") is a Pennsylvania corporation which owns approximately ninety-six percent (96%) of the issued and outstanding shares of Common Stock, par value $2.50 per share ("Subsidiary Common Stock"), of Chemical Leaman Corporation, a Pennsylvania corporation (the "Subsidiary"). Parent and the Subsidiary are herein sometimes collectively called the "Constituent Corporations." Pursuant to Section 1924(a) of the Pennsylvania Business Corporation Law of 1988, as amended (the "PBCL"), the Boards of Directors of the Parent and Subsidiary have approved the merger of Parent with and into Subsidiary (the "Merger"), with the Subsidiary to be the surviving corporation of the Merger, pursuant to the terms of this Plan. 1. MERGER Upon the terms and subject to the conditions hereof, the Constituent Corporations shall, on the "Effective Date" (as hereinafter defined), be merged into a single corporation in accordance with the applicable provisions of the PBCL by the Parent merging with and into the Subsidiary. The Subsidiary shall be the surviving corporation (the "Surviving Corporation"). The separate existence of the Parent will cease upon the Effective Date. The Merger shall have the effects set forth in Section 1929 of the PBCL. 2. ARTICLES OF INCORPORATION, BYLAWS, DIRECTORS AND OFFICERS 2.1. Articles of Incorporation The Articles of Incorporation of the Subsidiary in effect on the Effective Date shall continue in full force and effect, unless and until subsequently amended, as the Articles of Incorporation of the Surviving Corporation. 2.2. Bylaws The Bylaws of the Subsidiary in effect on the Effective Date shall continue in full force and effect, unless and until subsequently amended, as the Bylaws of the Surviving Corporation. 2.3. Directors and Officers The directors and officers of the Subsidiary in office on the Effective Date shall remain the directors and officers of the Subsidiary and, therefore, of the Surviving Corporation and shall continue in office until their successors have been duly elected or appointed and qualified, subject to removal, resignation or such other change as may otherwise occur, or as otherwise provided by law, and on the Effective Date of the Merger all officers and directors of Parent shall thereupon cease to hold any office, other than an office which they may hold as a result of their position as an officer or director of the Subsidiary. 3. STATUS OF OUTSTANDING CAPITAL STOCK On the Effective Date, by virtue of the Merger and without any action on the part of the Subsidiary, the Parent or the Surviving Corporation: 3.1. Each share of Subsidiary Common Stock, par value $2.50 per share (a "Share"), issued and outstanding immediately prior to the Effective Date of the Merger (other than Shares to be cancelled pursuant to Section 3.2 hereof and Shares held by any holder who becomes entitled to payment of the fair value for his or her Shares under Subchapter D of Chapter 15 of the PBCL) shall be cancelled and extinguished and be converted into and become solely a right to receive $6,000 in cash without interest thereon (the "Merger Consideration"), payable to the holder thereof (individually, a "Subsidiary Shareholder" and collectively, the "Subsidiary Shareholders") upon surrender of the certificates (or other indicia of ownership of Shares acceptable to Subsidiary) formerly representing such Shares as provided in Section 5 hereof. 3.2. Each Share issued and outstanding immediately prior to the Effective Date of the Merger and held by Parent shall be cancelled and retired, and no payment shall be made with respect thereto. 3.3. Each share of Common Stock, par value $2.50 per share, of Parent issued and outstanding immediately prior to the Effective Date shall be converted into one (1) share of Common Stock of the Surviving Corporation. 3.4. There shall be no change to the issued and outstanding preferred stock of the Subsidiary and there shall be no change to the terms or conditions of any outstanding options, warrants or similar rights to purchase any capital stock of the Subsidiary, and such preferred stock and rights shall continue in accordance with their terms with respect to the Surviving Corporation. -2- 4. DISSENTING SHARES Notwithstanding anything in this Plan to the contrary, Shares ("Dissenting Shares") held by shareholders ("Dissenting Shareholders") who shall have delivered a written demand for payment for such Shares, and any other required documents, as, in the manner, and within the time period, provided in Subchapter D of Chapter 15 of the PBCL and who shall not have lost such right to appraisal shall not be converted into or represent a right to receive the Merger Consideration, but the holders thereof shall be entitled solely to such rights as are granted by Subchapter D of Chapter 15 of the PBCL. 5. PAYMENT FOR SHARES 5.1. Prior to the Effective Date, Subsidiary shall have designated First Chicago Trust Company of New York to act as paying and exchange agent in the Merger (the "Paying Agent") pursuant to a written agreement (the "Exchange Agreement"). At or prior to the Effective Date, Subsidiary will provide the Paying Agent with the amounts necessary to make the payments referred to in Section 3.1, which amounts shall be placed by the Paying Agent in a separate account (the "Fund"). Out of the Fund, the Paying Agent shall make the payments referred to in Section 3.1. The Fund shall not be used for any other purpose. The Paying Agent may invest portions of the Fund, as directed by Subsidiary (so long as such directions do not impair the Paying Agent's ability to make other payments referred to in Section 3 hereof or otherwise impair the rights of holders of Shares as described in such Section 3.1). Any net earnings resulting from, or interest or income produced by, such investments shall be paid to Subsidiary and/or Surviving Corporation as and when requested by them. The Surviving Corporation shall replace any monies lost through any investment pursuant to this Section. 5.2. Prior to the Effective Date, the Subsidiary shall cause the Paying Agent to mail to each record holder of Shares as of the date immediately preceding such mailing, (i) a Notice of Adoption of Plan of Merger approved by Parent, (ii) a letter of transmittal approved for use by Subsidiary Shareholders and holders of Dissenting Shares (the "Letter of Transmittal") (which shall specify the procedure for delivery of the certificates representing Shares ("Certificates") or Dissenting Shares ("Dissenting Certificates") and any other required documents to the Paying Agent), (iii) a copy of Section 1930 and Subchapter D of Chapter 15 of the PBCL (both relating to dissenter's rights) and (iv) any other documents, instruments or disclosures deemed necessary to be transmitted to Subsidiary Shareholders. -3- 5.3. Promptly after the Effective Date, the Surviving Corporation shall cause the Paying Agent to mail to each record holder of Shares immediately prior to the Effective Date, a Notice of Merger, together with any other documents, instruments or disclosures deemed necessary to be transmitted to shareholders of Subsidiary. 5.4. Upon surrender to the Paying Agent of a Certificate, together with the Letter of Transmittal and any other required documents duly executed, the holder of such Certificate shall be entitled to receive in exchange therefor, on the Effective Date, cash in an amount equal to the Merger Consideration, and such Certificate shall forthwith be cancelled. No interest will be paid or accrued on the cash payable upon the surrender of Shares. Until surrendered in accordance with the provisions of this Section 5, each Share (other than Shares held by Parent or Dissenting Shares) shall represent for all purposes only the right to receive the Merger Consideration, without any interest hereon. 5.5. Subject to full compliance with this Section 5, any cash provided to the Paying Agent pursuant to this Section 5 and not exchanged for Shares within 180 days after the Effective Date will be returned by the Paying Agent to the Surviving Corporation which thereafter will act as Paying Agent. Notwithstanding the foregoing, neither the Paying Agent nor any party hereto shall be liable to a holder of Shares for any Merger Consideration delivered to a public official pursuant to applicable abandoned property, escheat and similar laws. 6. NO FURTHER RIGHTS OR TRANSFERS At and after the Effective Date and without affecting the conversion referred to in Section 3.3 hereof, each holder of issued and outstanding Shares of Subsidiary Common Stock immediately prior to the Effective Date shall cease to have any rights as a shareholder of the Subsidiary, except for the right to surrender his or her Shares in exchange for the Merger Consideration or to perfect his or her right to receive payment for Shares pursuant to Subchapter D of Chapter 15 of the PBCL and Section 4 hereof if such holder has validly exercised and perfected and not withdrawn his or her right to receive payment therefor. There shall be no transfers on the stock transfer books of the Surviving Corporation of the Shares from and after the Effective Date. If, after the Effective Date and without affecting the conversion referred to in Section 3.3 hereof, Certificates formerly representing Shares are presented to the Surviving Corporation, they shall be cancelled and exchanged solely for the Merger Consideration (unless such Certificates are -4- being deposited solely in connection with the exercise of dissenters rights as Dissenting Certificates or represent Shares to be cancelled and retired pursuant to Section 3.2). 7. ADJUSTMENTS If, between the date of adoption of this Plan and the Effective Date, the outstanding Shares shall be changed into a different number of shares or a different class by reason of any reclassification, recapitalization, split-up, combination, exchange of shares or readjustment, or a stock dividend thereon shall be declared with a record date prior to the Effective Date, the amount of consideration to be received pursuant to this Plan in exchange for each outstanding Share shall be proportionately and equitably adjusted. 8. EFFECTIVE DATE The Board of Directors of Parent shall take all action necessary in order that the Merger provided for herein shall be effective pursuant to the laws of the Commonwealth of Pennsylvania. The Effective Date shall be the date upon which Articles of Merger are filed with the Secretary of State of the Commonwealth of Pennsylvania (the "Effective Date"). 9. TERMINATION AND AMENDMENT Notwithstanding anything to the contrary contained herein, (i) this Plan of Merger and the Merger provided for herein may be terminated and abandoned at any time prior to the Effective Date by the Board of Directors of Parent, and (ii) this Plan of Merger may be amended at any time prior to its Effective Date by the Board of Directors of Parent. To the full extent permitted by applicable law, after the Effective Date, the provisions of this Plan of Merger may be interpreted, amended or waived by the Board of Directors of the Surviving Corporation. -5- EX-3.1 5 ARTICLES OF INCORPORATION EXHIBIT 3.1 COMMONWEALTH OF PENNSYLVANIA DEPARTMENT OF STATE APRIL 11, 1997 TO ALL WHOM THESE PRESENTS SHALL COME, GREETING: CHEMICAL LEAMAN CORPORATION I, Yvette Kane, Secretary of the Commonwealth of Pennsylvania do hereby certify that the foregoing and annexed is a true and correct photocopy of Index and Docket Record which appear of record in this department IN TESTIMONY WHEREOF, I have hereunto [SEAL] set my hand and caused the Seal of the Secretary's Office to be affixed, the day and year, above written. /s/ Yvette Kane --------------------------------------- Secretary of the Commonwealth PENNSYLVANIA DEPARTMENT OF STATE CORPORATION BUREAU ROOM 308 NORTH OFFICE BUILDING P.O. BOX 8722 HARRISBURG, PA 17105-8722 (717) 787-1057 RECORD SEARCH APRIL 14, 1997 EXAMINATION OF THE INDICES IN THE DEPARTMENT OF STATE ON THE ABOVE DATE SHOWS A PENNSYLVANIA BUSINESS CORPORATION WAS FILED ON MARCH 02, 1977 ENTITLED: CHEMICAL LEAMAN CORPORATION ENTITY #0647190 WITH ADDRESS AT: 102 PICKERING WAY LIONVILLE, (CHESTER COUNTY), PA 19353 CORPORATE OFFICERS ON RECORD ARE: CEO: DAVID R. HAMILTON VP: EUGENE PARKERSON SEC: DAVID BOUCHER MAILING ADDRESS IS: 102 PICKERING WAY EXTON, PA 19341 THIS IS A SUBSISTING ASSOCIATION. 3-1-77:11 DSCB: 17.3 (Rev. 8-72) Filing Fee: None COMMONWEALTH OF PENNSYLVANIA DEPARTMENT OF STATE CORPORATION BUREAU Consent to Use of Similar Name Pursuant to 19 Pa. Code Section 17.3 (relating to use of a deceptively similar name) the undersigned corporation, desiring to consent to the use by another corporation of a name which is deceptively similar to its name, does hereby certify that: 1. The name of the corporation executing this Consent of Use of Similar Name is: Chemical Leaman Tank Lines, Inc. (63780) - -------------------------------------------------------------------------------- 2. The address of the registered office of the corporation is (the Department of State is hereby authorized to correct the following statement to conform to the records of the Department): 506 E. Lancaster Avenue - -------------------------------------------------------------------------------- (NUMBER) (STREET) Downingtown Pennsylvania 19335 - -------------------------------------------------------------------------------- (CITY) (ZIP CODE) 3. The date of its incorporation is: 5/14/48 -------------------------- 4. The statute under which it was incorporated is: General Corporation Law of the State of Delaware, enacted March 10, 1899, as - -------------------------------------------------------------------------------- amended 5. The corporation(s) entitled to the benefit of this Consent to Use of Similar Name is (are): Chemical Leaman Corporation - -------------------------------------------------------------------------------- 6. A check in this box: / / indicates that the corporation executing this Consent to Use of Similar Name is the parent or prime affiliate of a group of corporations using the same name with geographic or other designations, and that such corporation is authorized to and does hereby act on behalf of all such affiliated corporations, including the following (sec 19 Pa. Code Section 17.3(cX7)): 3-1-77:11 DSCB: 17.3 (Rev. 8-72)-2 IN TESTIMONY WHEREOF, the undersigned corporation has caused this consent to be signed by a duly authorized officer and its corporate seal, duly attested by another such officer, to be hereunto affixed, this 1st day of March, 1976. CHEMICAL LEAMAN TANK LINES, INC. By: /s/ S. F. Niness, Jr. ----------------------------- (SIGNATURE) EXECUTIVE VICE PRESIDENT ------------------------------ (TITLE: PRESIDENT, VICE PRESIDENT, ETC.) Attest: /s/ [Illegible] - --------------------------------- (SIGNATURE) ASSISTANT SECRETARY - --------------------------------- (TITLE: SECRETARY, ASSISTANT SECRETARY, ETC.) (CORPORATE SEAL) INSTRUCTIONS FOR COMPLETING FORM: Where this form is executed by an unincorporated body which has registered its name pursuant to statute (sec 19 Pa. Code Section 17.101 et. seq.) the language of the form should be modified accordingly, and a seal need be affixed only where the unincorporated body has adopted a seal. 3-1-77:11 COMMONWEALTH OF PENNSYLVANIA DEPARTMENT OF STATE CORPORATION BUREAU ARTICLES OF INCORPORATION In compliance with the requirements of the Business Corporation Law, approved the 5th day of May, A.D. 1933, P.L. 364, as amended, the undersigned, who is of full age, desiring that he may be incorporated as a business corporation, does hereby certify: 1. The name of the corporation is: CHEMICAL LEAMAN CORPORATION 2. The location and post office address of its initial registered office in this Commonwealth is: 506 East Lancaster Avenue Downingtown, Pennsylvania 19335 3. The purpose or purposes of the corporation which shall be organized under this Act are as follows: To engage in and do any lawful act concerning all lawful business for which corporations may be incorporated under the Business Corporation Law of Pennsylvania including, without limiting the generality of the foregoing, manufacturing, and to do all things and exercise all powers, rights and privileges which a business corporation may now or hereafter be organized or authorized to do or to exercise under the Business Corporation Law of the Commonwealth of Pennsylvania. 4. The term of its existence is: Perpetual. 5. The aggregate number of shares which the Corporation shall have authority to issue is Three Million Five Hundred Thousand (3,500,000) shares of which Five Hundred Thousand (500,000) shares shall be shares of Preferred Stock without par value and Three Million (3,000,000) shares shall be shares of Common Stock with a par value of Two Dollars and Fifty Cents ($2.50) per share. The voting rights, designations, preferences, qualifications, privileges, limitations, restrictions, options, conversion rights of the classes of stock of the Corporation which are fixed by these Articles of Incorporation, and which may be fixed by the Board of Directors are as follows: (a) Preferred Stock to Be Issued in Series. The Preferred Stock may be issued from time to time in one or more series of any number of shares; provided that the aggregate number of shares issued and not cancelled of any and all such series shall not exceed the total number of shares of Preferred Stock hereinabove authorized. Each series of Preferred Stock shall be distinctively designated by letter or descriptive words. All series of Preferred Stock shall rank equally and be identical in all respects except as permitted by the provisions of paragraph (b) of this Article 5. (b) Authority of Board of Directors. Authority is hereby vested in the Board of Directors from time to time to issue the Preferred Stock as Preferred Stock of any series and in connection with the creation of each such series to fix by resolution or resolutions providing for the issue of shares thereof the voting rights, if any, the designations, preferences, qualifications, privileges, limitations, restrictions, options, conversion rights, and other special and relative rights of such series to the full extent now or hereafter permitted by these Articles of Incorporation and the laws of the Commonwealth of Pennsylvania. The authority of the Board with respect to each series shall include, but not be limited to, determination of the following: 1. The distinctive designation of such series and the number of shares which shall constitute such series, which number may be increased or decreased (but not below the number of shares thereof then outstanding) from time to time by action of the Board of Directors; -2- 2. The dividend rate, if any, of such series, any preferences to or provisions in relation to the dividends payable on any other class or classes or of any other series of stock whether or not the dividends are cumulative or non- cumulative, and any limitations, restrictions or conditions on the payment of dividends; 3. Whether the shares of such series shall be subject to redemption and, if such shares are subject to redemption, the price or prices at which, and the terms and conditions on which, the shares of such series may be redeemed by the Corporation; 4. Whether the shares of such series shall be entitled to the benefits of a sinking fund to be applied to the purchase or redemption of shares of such series and, if so entitled, the amount of such fund and the manner of its application; 5. The amount or amounts payable upon the shares of such series in the event of any liquidation, dissolution or winding up of the Corporation; 6. Whether the shares of such series shall be made convertible into, or exchangeable for, shares of any other class or classes of stock of the Corporation or shares of any other series of Preferred Stock, and, if made so convertible or exchangeable, the conversion price or prices, or the rate or rates of exchange, and the adjustments thereof, if any, at which such conversion or exchange may be made, and any other terms and conditions of such conversion or exchange; 7. Whether the shares of such series have any voting powers and, if voting powers are so granted, the extent of such voting powers; 8. Whether the issue of any additional shares of such series or of any future series in addition to such series shall be subject to restrictions in addition to the restrictions, if any, on the issue of additional shares imposed in the resolution or resolutions fixing the terms of any outstanding series of Preferred Stock theretofore issued pursuant to this Article 5 and, if subject to additional restrictions, the extent of such additional restrictions; and -3- 9. Any other relative rights, preferences and limitations of that series. (c) Voting Rights 1. Except as otherwise provided by law, or these Articles of Incorporation or by the resolution or resolutions providing for the issue of any series of Preferred Stock, the holders of shares of Preferred Stock, as such holders, (a) shall not have any right to vote, and are hereby specifically excluded from the right to vote, in the election of directors or for any other purpose, and (b) shall not be entitled to notice of any meeting of stockholders. 2. Subject to the provisions of any applicable law, or of the By-Laws of the Corporation as from time to time amended, with respect to the closing of the transfer books or the fixing of a record date for the determination of stockholders entitled to vote and except as otherwise provided by law, or by these Articles of Incorporation or by the resolution or resolutions providing for the issue of any series of Preferred Stock, the holders of outstanding shares of Common Stock shall exclusively possess voting power for the election of directors and for all other purposes, each holder of record of shares of Common Stock being entitled to one vote for each share of Common Stock standing in his name on the books of the Corporation; holders of Common Stock shall not be entitled to cumulate their votes for the election of directors. (d) Consideration for Shares. Subject to the provisions of these Articles of Incorporation and except as otherwise provided by law, the shares of Preferred Stock of the Corporation, regardless of class, may be issued for such consideration and for such corporate purposes as the Board of Directors may from time to time determine. -4- 6. The name and address of the incorporator and the number and classes of shares subscribed by him are: NUMBER AND NAME ADDRESS CLASS OF SHARES ---- ------- --------------- David B. Harwi 38th Floor Center Sq. West 80 shares of Philadelphia, PA 19102 Common Stock IN TESTIMONY WHEREOF, the incorporator has signed and sealed these Articles of Incorporation this 1st day of March, 1977. /s/ David B. Harwi (SEAL) ------------------------------- David B. Harwi Approved and filed in the Department of State on the 2nd day of March, 1977. /s/ C. Delores Tucker -------------------------------------- SECRETARY OF THE COMMONWEALTH -5- 3-1-77:11 Commonwealth of Pennsylvania [LOGO] Department of State To All to Whom These Presents Shall Come, Greeting: Whereas, Under the provisions of the Business Corporation Law, approved the 5th day of May, Anno Domini one thousand nine hundred and thirty-three, P.L. 364, as amended, the Department of State is authorized and required to issue a CERTIFICATE OF INCORPORATION evidencing the incorporation of a business corporation organized under the terms of that law, and Whereas, The stipulations and conditions of that law have been fully complied with by the persons desiring to incorporate as CHEMICAL LEAMAN CORPORATION Therefore, Know Ye, That subject to the Constitution of this Commonwealth and under the authority of the Business Corporation Law, I do by these presents, which I have caused to be sealed with the Great Seal of the Commonwealth, create, erect, and incorporate the incorporators of and the subscribers to the shares of the proposed corporation named above, their associates and successors, and also those who may thereafter become subscribers or holders of the shares of such corporation, into a body politic and corporate in deed and in law by the name chosen hereinbefore specified, which shall exist perpetually and shall be invested with and have and enjoy all the powers, privileges, and franchises incident to a business corporation and be subject to all the duties, requirements, and restrictions specified and enjoined in and by the Business Corporation Law and all other applicable laws of this Commonwealth. Given under my Hand and the Great Seal of the Commonwealth, at the City of Harrisburg, this 2nd day of March in the year of our Lord one thousand nine hundred and seventy-seven and of the Commonwealth the two hundred and first /s/ C. Delores Tucker ---------------------------------------- Secretary of the Commonwealth as DSCB-20 (7-75) APPLICANT'S ACC'T NO. DSCB: BCL-307 (Rev. 8-72) 31-08 701 --------------------------------------- (Line of numbering) 647190 COMMONWEALTH OF PENNYSLVANIA DEPARTMENT OF STATE CORPORATION BUREAU Filed this 26th day of January, 1981. Commonwealth of Pennsylvania Department of State /s/ William R. Davis - ----------------------------------- Secretary of the Commonwealth (Box for Certification) as Filing Fee: $40 AB-2 Statement of Change of Registered Office-Domestic Business Corporation In compliance with the requirements of section 307 of the Business Corporation Law, act of May 5, 1933 (P.L. 364)(15 P.S. section 1307) the undersigned corporation, desiring to effect a change in registered office, does hereby certify that: 1. The name of the corporation is: CHEMICAL LEAMAN CORPORATION - -------------------------------------------------------------------------------- 2. The address of its present registered office in this Commonwealth is (the Department of State is hereby authorized to correct the following statement to conform to the records of the Department): 506 East Lancaster Avenue - -------------------------------------------------------------------------------- (NUMBER) (STREET) Downingtown, Pennsylvania 19335 - -------------------------------------------------------------------------------- (CITY) (ZIP CODE) 3. The address to which the rgistered office in this Commonwealth is to be changed is: 102 Pickering Way Lionville, Pennsylvania 19353 4. Such change was authorized by resolution duly adopted by at least a majority of the members of the board of directors of the corporation. IN TESTIMONY WHEREOF, the undersigned corporation has caused this statement to be signed by a duly authorized officer, and its corporate seal, duly attested by another such officer, to be hereunto affixed, this 6th day of January, 1981 CHEMICAL LEAMAN CORPORATION --------------------------------- (NAME OF CORPORATION) By: /s/ [Illegible] ----------------------------- (SIGNATURE) PRESIDENT ------------------------------ (TITLE: PRESIDENT, VICE PRESIDENT, ETC.) Attest: /s/ [Illegible] - --------------------------------- (SIGNATURE) ASSISTANT SECRETARY - --------------------------------- (TITLE: SECRETARY, ASSISTANT SECRETARY, ETC.) (CORPORATE SEAL) (PA. - 1858 - 12/5/73) APPLICANT'S ACC'T NO. DSCB: BCL-806 (Rev. 8-72) 84341340 --------------------------------------- (Line of numbering) 647190 COMMONWEALTH OF PENNSYLVANIA DEPARTMENT OF STATE CORPORATION BUREAU Filed this 14th day of May, 1984 Commonwealth of Pennsylvania Department of State /s/ William R. Davis - ----------------------------------- Secretary of the Commonwealth (Box for Certification) as Filing Fee: $40 AB-2 Articles of Amendment- Domestic Business Corporation In compliance with the requirements of section 806 of the Business Corporation Law, act of May 5, 1933 (P.L. 364)(15 P.S. section 1806), the undersigned corporation, desiring to amend its Articles, does hereby certify that: 1. The name of the corporation is: CHEMICAL LEAMAN CORPORATION - -------------------------------------------------------------------------------- 2. The location of its registered office in this Commonwealth is (the Department of State is hereby authorized to correct the following statement to conform to the records of the Department): 102 Pickering Way - -------------------------------------------------------------------------------- (NUMBER) (STREET) Lionville Pennsylvania 19353 - -------------------------------------------------------------------------------- (CITY) (ZIP CODE) 3. The statute by or under which it was incorporated is: Pennsylvania Business Corporation Law - -------------------------------------------------------------------------------- 4. The date of its incorporation is: March 2, 1997 ------------------------------------------- 5. (Check, and if appropriate, complete one of the following): /X/ The meeting of the shareholders of the corporation at which the amendment was adopted was held at the time and place and pursuant to the kind and period of notice herein stated. Time: The 8th day of May 1984 ---- --------- Place: 102 Pickering Way, Lionville, PA 19353 -------------------------------------- Kind and period notice Written Notice at least 10 days prior to the Annual ---------------------------------------------------- Meeting of Shareholders ----------------------- / / The amendment was adopted by a consent in writing, setting forth the action so taken, signed by all of the shareholders entitled to vote thereon and filed with the Secretary of the corporation. 6. At the time of the action of shareholders: (a) The total number of shares outstanding was: 1,225,041 -------------------------------------------------------------------------- (b) The number of shares entitled to vote was: 1,225,041 -------------------------------------------------------------------------- DSCB:BCL--806 (Rev. 8-72)-2 7. In the action taken by the shareholders: (a) The number of shares voted in favor of the amendment was: 1,018,404 ------------------------------------------------------------------------- (b) The number of shares voted against the amendment was: 25,354 ------------------------------------------------------------------------- 8. The amendment adopted by the shareholders, set forth in full, is as follows: "RESOLVED, that Corporation's Articles of Incorporation be amended so as to add a new paragraph 7 which shall read as follows: '7. Section 910 of the Pennsylvania Business Corporation Law shall not be applicable to the Corporation.'" IN TESTIMONY WHEREOF, the undersigned corporation has caused these Articles of Amendment to be signed by a duly authorized officer and its corporate seal, duly attested by another such officer, to be hereunto affixed this 8th day of May 1984. Chemical Leaman Corporation -------------------------------- Attest: (NAME OF CORPORATION) /s/ Charles E. Fernald, Jr. By: /s/ S.F. Niness, Chairman - -------------------------------------- -------------------------------- (SIGNATURE) (SIGNATURE) Charles E. Fernald, Jr., Asst. Secy S.F. Niness, Chairman - ------------------------------------- -------------------------------- (TITLE; SECRETARY, (TITLE: PRESIDENT, ASSISTANT SECRETARY. ETC.) VICE PRESIDENT, ETC.) (CORPORATE SEAL) INSTRUCTIONS FOR COMPLETION OF FORM A. Any necessary copies of Form DSCB: 17.2 (Consent to Appropriation of Name) or Form DSCB:17.3 (Consent to Use of Similar Name) shall accompany Articles of Amendment effecting a change of name. B. Any necessary governmental approvals shall accompany this form. C. Where action is taken by partial written consent pursuant to the Articles, the second alternate of Paragraph 5 should be modified accordingly. D. If the shares of any class were entitled to vote as a class, the number of shares of each class so entitled and the number of shares of all other classes entitled to vote should be set forth in Paragraph 6(b). E. If the shares any class were entitled to vote as a class, the number of shares of such class and the number of shares of all other classes voted for and against such amendment respectively should be set forth in Paragraphs 7(a) and 7(b). F. BCL section 807 (15 P.S. section 1807) requires that the corporation shall advertise its intention to file or the filing of Articles of Amendment. Proofs of publication of such advertising should not be delivered to the Department, but should be filed with the minutes of the corporation. 647190 Commonwealth of Pennsylvania [SEAL] Department of State To All to Whom These Presents Shall Come, Greeting: Whereas, In and by Article VIII of the Business Corporation Law, approved the fifth day of May, Anno Domini one thousand nine hundred and thirty-three, P.L. 364, as amended, the Department of State is authorized and required to issue a CERTIFICATE OF AMENDMENT evidencing the amendment of the Articles of Incorporation of a business corporation organized under or subject to the provisions of that Law, and Whereas, The stipulations and conditions of that Law pertaining to the amendment of Articles of Incorporation have been fully complied with by CHEMICAL LEAMAN CORPORATION Therefore, Know Ye, That subject to the Constitution of this Commonwealth and under the authority of the Business Corporation Law, I do by these presents, which I have caused to be sealed with the Great Seal of the Commonwealth, extend the rights and powers of the corporation named above, in accordance with the terms and provisions of the Articles of Amendment presented by it to the Department of State, with full power and authority to use and enjoy such rights and powers, subject to all the provisions and restrictions of the Business Corporation Law and all other applicable laws of this Commonwealth. Given under my Hand and the Great Seal of the Commonwealth, at the City of Harrisburg, this 14th day of May in the year of our Lord one thousand nine hundred and eight-four and of the Commonwealth the two hundred and eighth. /s/ William R. Davis ---------------------------------------- Secretary of the Commonwealth Microfilm Number: 9265-1574 Filed with the Department of State on --------- August 18, 1992 Entity Number 647190 /s/ [Illegible] ------- -------------------------------------- Secretary of the Commonwealth STATEMENT WITH RESPECT TO SHARES-DOMESTIC BUSINESS CORPORATION DSCB:15-1522 (Rev 89) In compliance with the requirements of 15 Pa. C.S. section 1522(b) (relating to statement with respect to shares), the undersigned corporation, desiring to state the designation and voting rights, preferences, limitations, and special rights, if any, of a class or series of its shares, hereby states that: 1. The name of the corporation is: CHEMICAL LEAMAN CORPORATION -------------------------------------------- 2. (Check and complete one of the following): - ---- The resolution amending the Articles under 15 Pa. C.S. section 1522(b) (relating to divisions and determinations by the board), set forth in full, is as follows: XX The resolution amending the Articles under 15 Pa. C.S. section 1522(b) is - --- set forth in full in Exhibit A attached hereto and made a part hereof. 3. The aggregate number of shares of such class or series established and designated by (a) such resolution, (b) all prior statements, if any, filed under 15 Pa. C.S. section 1522 or corresponding provisions of prior law with respect thereto, and (c) any other provision of the Articles is 130 shares. 4. The resolution was adopted by the Board of Directors or an authorized committee thereof on July 15, 1992. 5. (Check, and if appropriate complete, one of the following): XX The resolution shall be effective upon the filing of this statement -- with respect to shares in the Department of State. -- The resolution shall be effective on -------------------------------- IN TESTIMONY WHEREOF, the undersigned corporation has caused this statement to be signed by a duly authorized officer thereof this 18th day of August, 1992. CHEMICAL LEAMAN CORPORATION -------------------------------------------- (Name of Corporation) BY: /s/ [Illegible] ---------------------------------------- (Signature) TITLE: ------------------------------------- M. BURR KEIM COMPANY PHILADELPHIA 1-800-533-8113 EXHIBIT A to Statement With Respect to Shares CHEMICAL LEAMAN CORPORATION ON RESOLVED, that the Company be and it hereby is authorized and directed to amend its Articles of Incorporation to provide for the designation of the preferences, limitations and rights for one hundred thirty (130) shares of the Company's Series A Preferred Stock, no par value as set forth in the Designation Statement to Series A Preferred Stock ("Designation Statement") attached hereto as Exhibit 1 ("Series A Preferred Stock"). EXHIBIT 1 to Resolutions of the Board of Directors July 15, 1992 CHEMICAL LEAMAN CORPORATTON SERIES A PREFERRED STOCK OF CHEMICAL LEAMAN CORPORATION SERIES A PREFERRED STOCK 1. Designation and Amount. The designation of this series of capital stock shall be "series A Preferred Stock," no par value per share (the "Series A Stock") of Chemical Leaman Corporation, a Pennsylvania corporation. (the "Corporation"). The number of shares, powers, terms, conditions, designations, preferences and privileges, relative, participating, optional and other special rights, and qualifications, limitations and restrictions, if any, of the Series A Stock shall be as set forth herein. The number of authorized shares of the Series A Stock is 130. 2. Definitions. All capitalized terms used herein which are not defined when first used, are defined in Section 10 hereof. 3. Ranking. No class or series of capital stock of the Corporation shall be issued which shall be senior in priority in any way to the Series A Stock while any of the shares thereof are issued and outstanding. The Corporation's shares of Series A Stock shall rank, as to dividends and upon Liquidation, equally with each other and (i) senior and prior to the Corporation's Common Stock, and (ii) senior to, or on a parity with, classes or series of capital stock (other than the Corporation's Common Stock) hereafter issued by the Corporation. 4. Dividends. (a) General Dividend Rights. The Holder of each share of Series A Stock shall be entitled to receive, before any dividends shall be declared by the Board of Directors of the Corporation on the Common Stock or on any other capital stock of the Corporation which is junior to the Series A Stock with respect to dividends, out of funds which the Board of Directors determines, in its sole discretion, to be legally available for that purpose, dividends in cash at the rate of six percent (6%) of the Stated Value per share per annum, and no more, accruing from the Issuance Date payable quarterly on such days as may be determined by the Board of Directors in accordance with the terms hereof; provided, however, that (i) no dividend on the Series A Stock shall be paid if and to the extent such payment will cause a default under the Senior Debt, and (ii) dividends on the Series A Stock shall only be required to be paid in any quarter if and to the extent that the Corporation realized net after-tax profits (before deduction for the payment of Accrued Dividends on the Series A Stock) for the preceding fiscal quarter in excess of the Accrued Dividends for such Dividend Period. For purposes of this paragraph, net after-tax profits of the Corporation shall be as shown on the Corporation's financial statements determined in accordance with generally accepted accounting principles. (b) Payment. Accrued Dividends for each Dividend Period shall be payable on the next succeeding Dividend Payment Date, subject to the limitations set forth above. (c) Priority. Dividends on shares of Series A Stock shall be cumulative from the Issuance Date (whether or not there shall be net profits or net assets of the Corporation legally available for the payment of such dividends) so that, if at any time Full Cumulative Dividends upon the Series A Stock to the end of the last completed Dividend Period have not been paid or declared and a sum sufficient for payment thereof set apart, then the amount of the deficiency in such dividends must be fully paid (but without interest) or dividends in such amount must be declared on the shares of the Series A Stock and a sum sufficient for the payment thereof must be set apart for such payment before any dividend shall be declared or paid or any other distribution ordered or made upon the Common Stock or any other class or series of the Corporation's capital stock which is junior to the Series A Stock with respect to dividends (other than a dividend payable in Common Stock or other class or series of capital stock of the Corporation) and before any sum or sums be set aside for or applied to the mandatory redemption at the option of the holder of any shares of any Common Stock or any other class or series of the Corporation's capital stock which is junior to the Series A Stock with respect to dividends. All dividends declared upon the Series A Stock shall be declared pro rata per share. No cash dividends shall be declared, set apart for payment or paid in respect of any Dividend Period on any class or series of capital stock of the Corporation which is on a parity with the Series A Stock with respect to dividends if Accrued Dividends for any prior Dividend Period have not been paid in full, unless cash dividends shall likewise be or have been declared and set apart for payment on all shares of Series A Stock at the time outstanding ratably with such other classes or series in accordance with the sums which would otherwise be payable on such shares if all dividends were declared and paid in full; but in no event to exceed, with respect to the Series A Stock, the Accrued Dividends up to and including the immediately preceding Dividend Payment Period. Holders of shares of Series A Stock shall not be entitled to any dividends, whether payable in cash, property or stock, in excess of the Full Cumulative Dividends at the rate set forth above. (d) Record Date. The Accrued Dividends paid on any Dividend Payment Date shall be payable to the Holders of record of the series A Stock on the last day of the Dividend Period immediately preceding such Dividend Payment Date. (e) Partial Payment. If the entire amount of Accrued Dividends as of the end of any Dividend Period cannot be paid on the Dividend Payment Date therefor, the unpaid balance of the Accrued Dividends shall be paid on the succeeding Dividend Payment Dates as, when and to the extent permitted by the terms hereof. 5. Liquidation Rights. (a) General Liquidation Rights. With respect to rights on Liquidation, the shares of Series A Stock. shall rank equally with each other and (i) senior and prior to the Corporation's Common Stock, and (ii) senior to, or on a parity with, classes or series of capital stock (other than the Corporation's Common Stock) hereinafter issued by the Corporation. (b) Priority Right. In the event of any Liquidation, the Holders of the Series A Stock shall be entitled to receive out of the assets of the Corporation legally available for distribution to its stockholders, whether from capital, surplus or earnings, before any payment shall be made to the holders of Common Stock or any other class or series of stock ranking on Liquidation junior to such Series A Stock, an amount per share equal to the Stated Value, plus the Accrued Dividends from the Issuance Date until the date of Liquidation. (c) Partial Payment. If, upon any Liquidation,, the assets of the Corporation available for distribution to its stockholders shall be insufficient to pay the Series A Stockholders the full amount as to which each of them shall be entitled, then the Series A Stockholders shall share ratably with all other classes and series of capital stock of the Corporation which is on a parity with the Series A Stock with respect to rights on Liquidation in any distribution of assets according to the respective amounts which would be payable to them in respect of the shares held upon such distribution if all amounts payable on or with respect to such shares were paid in full. 6. Shareholder Right of Redemption. (a) Redemption Right. At the request of the Holder or Holders of any of the shares of Series A Stock then outstanding (individually, a "Requesting Holder") made at any date after August 1, 2002 the Corporation shall redeem (unless otherwise prevented by law), at the Redemption Price, all or any portion of the Series A Stock owned of record by such Requesting Holder on the date of receipt by the Corporation of a Redemption Notice from the Requesting Holder. Each Requesting Holder who desires to have any of the Series A Stock owned of record by such Requesting Holder redeemed shall specify in a written notice to the Corporation the number of shares which the Requesting Holder elects to redeem (a "Redemption Notice"), in accordance with Section 6(c) hereof. The Corporation shall redeem (unless otherwise prevented by law) the shares of Series A Stock being redeemed by each Requesting Holder on the Redemption Date, which shall be no later than sixty (60) days after the termination of the period within which Holders of Series A Stock are permitted to send Redemption Notices (as set forth above), and the Corporation shall promptly advise each Requesting Holder of such Redemption Date or of the relevant facts applicable thereto preventing such redemption. At any time on or after the Redemption Date, the Requesting Holder shall be entitled to receive the Redemption Price for each of the shares of Series A Stock held by such Holder upon actual delivery to the Corporation or its transfer agent of the certificate(s) representing the shares to be redeemed. (b) Cancellation of Shares. On and after the Redemption Date, all rights of any Requesting Holder with respect to the shares of Series A Stock being redeemed by the Requesting Holder pursuant to Section 6(a), except the right to receive the Redemption Price per share of Series A Stock as hereinafter provided, shall cease and terminate, and such shares of Series A Stock shall no longer be deemed to be outstanding, whether or not the certificates representing such shares have been received by the Corporation; provided, however, that if the Corporation defaults in the payment of the Redemption Payment, the rights of the Requesting Holder with respect to such shares of Series A Stock shall continue until the Corporation cures such default. (c) Redemption Notice. Each Requesting Holder shall send its Redemption Notice pursuant to this Section 6 by first-class, certified mail, return receipt requested, postage prepaid, to the Corporation at its principal place of business to the attention of the President, or to any transfer agent of the Corporation. The Corporation shall, within twenty (20) business days after the receipt of the Redemption Notice, notify all other Series A Stockholders of the request by a Requesting Holder for the redemption of Series A Stock (the "Corporation Notice"). If any other Series A Stockholder desires to redeem all or any portion of the Series A Stock owned of record by such Series A Stockholder, each such Series A Stockholder shall send a Redemption Notice to the Corporation postmarked within ten (10) Business Days after the receipt of the Corporation Notice, and such Series A Stockholder shall be deemed to be a Requesting Holder. (d) Partial Redemption. If, on the Redemption Date, less than all the shares of Series A Stock requested to be redeemed may be legally redeemed by the Corporation, the redemption of such Series A Stock shall be pro rata based upon the number of outstanding shares of Series A Stock then owned by each Requesting Holder thereof, and any shares of Series A Stock not redeemed shall be redeemed, at the Holder's election, on any date following such Redemption Date on which the Corporation may lawfully redeem such shares. Upon redemption of only a portion of the number of shares covered by a Series A Stock Certificate, the Corporation shall issue and deliver to or upon the written order of the Holder of such Series A Stock Certificate, at the expense of the Corporation, a new certificate covering the number of shares of the Series A Stock representing the unredeemed portion of the Series A Stock Certificate, which new certificate shall entitle the Holder thereof to all the rights, powers and privileges of a Holder of such shares. (e) Payment. Payment of the Redemption Price by the Corporation shall be in the form of a check of the Corporation payable to each Requesting Holder mailed to the address of each such Requesting Holder as shown on the Corporation's transfer books. (f) No Sinking Fund. Shares of the Series A Stock are not subject to or entitled to the benefit of any sinking fund. (g) Redeemed Shares to be Cancelled. Series A Stock redeemed pursuant to this Section 6 will be automatically cancelled and will not under any circumstances be reissued, sold or transferred. 7. Corporation Right of Redemption. (a) Redemption Right. The Series A Stock is subject to redemption by the Corporation at its election in whole or in part at any time after the Issuance Date for the Redemption Price. (b) Payment. Payment of the Redemption Price by the Corporation shall be in the form of a check of the Corporation payable to each Holder of Series A Stock mailed to the address of each such Holder as shown on the Corporation's transfer books. (c) Partial Redemption. If less than all of the outstanding shares of the Series A Stock are redeemed at any time, such redemption shall be in integral multiples of $100,000 of Stated Value, plus all Accrued Dividends for such shares, and shall be made pro rata among the Holders of the Series A Stock based on the number of outstanding shares of Series A Stock held by each. If fractional shares are so redeemed then the Redemption Price therefor shall be the applicable percentage of the Stated Value and Accrued Dividends. In case less than the total number of shares represented by a certificate are redeemed, a new certificate representing the number of unredeemed shares will be issued to the Holder thereof without cost to such Holder. (d) Dividends After Redemption Date. No share of Series A Stock is entitled to any dividends calculated after its Redemption Date, and on such Redemption Date all rights of the Holder of such shares, as a stockholder of the Corporation by reason of the ownership of such share, will cease, except the right to receive the Redemption Price of such share upon presentation and surrender of the certificate representing such share, and such share will not be deemed to be outstanding after such Redemption Date; provided, however, that if the Corporation defaults in the payment of the Redemption Payment, the rights of the Holder of the Series A Stock to have been redeemed shall continue until the Corporation cures such default. (e) Notice of Redemption. The Corporation shall mail written notice of each redemption of shares of Series A Stock stating the Redemption Date, the Redemption Price and the manner of redemption by certified or registered mail, return receipt requested, or by any national overnight delivery service, to each Holder of the Series A Stock at the address for such Holder as shown on the Corporation's transfer books, not less than ten (10) days prior to the Redemption Date. Any such notice of redemption may be qualified or unqualified, in which latter event, the Corporation will become obligated to redeem the total principal amount of Series A Stock specified therein on the Redemption Date. (f) Redeemed Shares to be Cancelled. Series A Stock redeemed pursuant to this Section 7 will be automatically cancelled and will not under any circumstances be reissued, sold or transferred. 8. Voting Rights. (a) Except as otherwise required by law or as set forth in subsection (b) below, the Holders of the Series A Stock shall have no voting power and no right to notice of shareholders' meetings, and no owner or Holder of the Series A Stock shall, as such a Holder, have the right to participate in any action of any nature taken by the Corporation or the holders of Common Stock. (b)(i) The Holders of a majority of the shares of the Series A Stock, voting as a separate class, shall have the exclusive right to elect one Director to the Board of Directors of the Corporation ("Preferred Director"), regardless of any increase or decrease in the size of the Board of Directors. In any election of the Preferred Director pursuant to this Section 8(b), each Holder of the Series A Stock shall be entitled to one vote for each share of the Series A Stock held. The exclusive voting right of the Holders of the Series A Stock, contained in this Section 8(b), may be exercised at any annual or special meeting of the Stockholders of the Corporation at which the Holders of the Series A Stock shall elect the Preferred Director, called as provided in accordance with the By-laws of the Corporation, including written notice of such meeting to the Holders, or by written consent of such Holders of the Series A Stock in lieu of a meeting. The Preferred Director elected pursuant to this Section 8(b) shall serve from the date of his or her election and qualification until his or her successors have been duly elected and qualified. (ii) A vacancy in the directorship to be elected by the Holders of the Series A Stock, pursuant to Section 8(b)(i) hereof, may be filled only by the vote at a meeting called in accordance with the By-laws of the Corporation, including written notice of such meeting to the Holders, or written consent in lieu of such meeting, of the Holders of at least a majority of the shares of such Series A Stock. 9. Restrictions on Transferability of the Series A Stock. The Holders of the Series A Stock shall not sell or offer to sell or transfer any of the shares of Series A Stock or any interest therein without registration under the Securities Act of 1933, as amended, and applicable state securities laws, or an exemption from such registration that has been acknowledged by the Corporation, after receipt of an opinion of counsel in form and substance and from counsel reasonably satisfactory to the Corporation that such registration is not required. 10. Definitions. As used herein, the following terms shall have the corresponding meanings: "Accrued Dividends" shall mean Full Cumulative Dividends to the date as of which dividends on the Series A Stock are to be computed, less the amount of all dividends paid upon the relevant share of Series A Stock. "Business Day" shall mean any day other than a Saturday, Sunday or public holiday in the state where the principal executive office of the Corporation is located. "Dividend Payment Date" shall mean, as to each respective Dividend Period, the day determined by the Corporation to be the day the Accrued Dividends are paid, but in any event within 45 days after the expiration of such Dividend Period. "Dividend Period" shall mean each fiscal quarter or portion thereof during which the relevant share of stock is outstanding. "Full Cumulative Dividends" shall mean (whether or not in any Dividend Period, or any part thereof, in respect of which such term is used there shall have been net profits or net assets of the Corporation legally available for the payment of such dividends) that amount which shall be equal to dividends at the full rate fixed for the Series A Stock as provided herein for the period of time elapsed from the Issuance Date to the date as of which Full Cumulative Dividends are to be computed. "Issuance Date" with respect to any share of Series A Stock shall mean the date of first issuance of such share. "Liquidation" shall mean a complete liquidation, dissolution or winding-up of the affairs of the Corporation. "Redemption Date" shall mean the date set forth for redemption of the Series A Stock pursuant to Section 6 or section 7 hereof. "Redemption Payment" shall mean the payment of the Redemption Price for the shares of the Series A Stock redeemed on the Redemption Date. "Redemption Price" shall mean the following redemption prices (expressed as percentages of the Stated Value of the Series A Stock being redeemed), plus all Accrued Dividends per share of Series A Stock being redeemed on the Redemption Date: Redemption Date Redemption Price --------------- ---------------- On or prior to June 15, 1993 135% June 16, 1993 through June 15, 1994 130% June 16, 1994 through June 15, 1995 125% June 16, 1995 through June 15, 1996 120% June 16, 1996 through June 15, 1997 115% June 16, 1997 through June 15, 1998 110% June 16, 1998 through June 15, 1999 105% June 16, 1999 and thereafter 100% "Requesting Holder" shall be as defined in Section 6 hereof. "Senior Debt" shall mean any indebtedness of the Corporation, now or hereafter incurred, to Corestates Bank, N.A., for itself or as agent, and Associates Commercial Corporation, or any other indebtedness for borrowed money to commercial lenders. "Series A Stockholders" or "Holders of the Series A Stock" or "Holder" shall mean the registered owners of the shares of the Series A Stock as shown on the Corporation's stock transfer books. "Stated Value" shall mean, with respect to the Series A Stock, $20,000 per share. 11. Amendment and Waiver. No amendment, modification or waiver by the Corporation (including any made by means of a merger) of any provision herein (or of the percentage of Series A Stock required to approve such amendment, modification or waiver) will be binding or effective without the prior written consent of the Holder(s) of a majority of the Series A Stock outstanding at the time such action is taken. Notwithstanding the foregoing, no such action may be taken or effective without the prior written consent of the Holder(s) of at least ninety percent (90%) of the Series A Stock then outstanding, which will: (a) change the rate at which or the manner in which dividends are calculated, or the time at which dividends become payable hereunder; (b) change the provisions of Section 5 hereof regarding the liquidation preference; (c) change the provisions of Sections 6 and 7 hereof regarding redemptions; (d) change the percentage of Series A Stock required to approve any change described in (a), (b) or (c) above. No amendment, modification or waiver of any provision herein will extend to or affect any obligation not expressly amended, modified or waived or impair any right consequent thereon. 12. No Conversion. Series A Stock shall not be convertible into shares of the Corporation's Common Stock or any other stock or securities of the Corporation. Microfilm Number Filed with the Department of State on ---------- -------- Entity Number: 647190 /s/ [Illegible] ------------ ---------------------------------------------- Secretary of the Commonwealth ARTICLES OF AMENDMENT-DOMESTIC BUSINESS CORPORATION DSCB:15-1915 (Rev 91) In compliance with the requirements of 15 Pa.C.S. Section 1915 (relating to articles of amendment), the undersigned business corporation, desiring to amend its Articles, hereby states that: 1. The name of the corporation is: CHEMICAL LEAMAN CORPORATION ---------------------------------------------- ----------------------------------------------------------------------------- 2. The address of this corporation's current registered office in this Commonwealth and the county of venue is (the Department is hereby authorized to correct the following address to conform to the records of the Department): 102 Pickering Way Exton PA 19341-0200 Chester ----------------------------------------------------------------------------- Number and Street City State Zip County 3. The statute by or under which it was incorporated is: Pennsylvania Business ------------------------ Corporation Law of 1988, as as amended. ----------------------------------------------------------------------------- 4. The original date of its incorporation is: March 2, 1977 ----------------------------------- 5. (Check, and if appropriate, complete one of the following): x The amendment shall be effective upon filing these Articles of Amendment -- in the Department of State. -- The amendment shall be effective on: at -------------- ------------------ Date Hour 6. (Check one of the following): x The amendment was adopted by the shareholders (or members) pursuant to -- 15 Pa.C.S. Section 1914(a) and (b). -- The amendment was adopted by the board of directors pursuant to 15 Pa.C.S. Section 1914(c). 7. (Check, and if appropriate, complete one of the following): -- The amendment adopted by the corporation, set forth as follows: x The amendment adopted by the corporation as set forth in full in -- Exhibit A attached hereto and made a part hereof. 8. (Check if the amendment restates the Articles): -- The restated Articles of Incorporation supersede the original Articles and all amendments thereto. IN TESTIMONY WHEREOF, the undersigned corporation has caused these Articles of Amendment to be signed by a duly authorized officer thereof this 10th day ---- of September, 1994. ----------------- CHEMICAL LEAMAN CORPORATION -------------------------------------- (Name of Corporation) BY: /s/ David M. Boucher ------------------------------------ (Signature) TITLE: CHIEF FINANCIAL OFFICER --------------------------------- EXHIBIT A to Articles of Amendment of Articles of Incorporation CHEMICAL LEAMAN CORPORATION The Articles of Incorporation of Chemical Leaman Corporation shall be amended by adding a new paragraph 8, which new paragraph 8 shall be and read as follows: "8. Notwithstanding any provision in these Articles of Incorporation to the contrary, on the effective date of this Paragraph 8 each Two Hundred (200) shares of Common Stock issued and outstanding on such date shall be converted into one (1) share of Common Stock; provided, however, that notwithstanding the provisions of this Article 8, the authorized number of shares of Common Stock and the par value thereof shall be and remain as set forth in Paragraph 5 of these Articles of Incorporation, and not affected hereby." Microfilm Number 9622 420 Filed with the Department of State on Mar 25 1996 -------- ----------- /s/ [Illegible] Entity Number 647190 ------------------------------------------------- ------ Secretary of the Commonwealth ARTICLES OF MERGER-DOMESTIC BUSINESS CORPORATION DSCB:15-1926 (Rev 90) In compliance with the requirements of 15 Pa.C.S. ss. 1926 (relating to articles of merger or consolidation), the undersigned business corporations, desiring to effect a merger, hereby state that: 1. The name of the corporation surviving the merger is: Chemical Leaman Corporation ---------------------------------------------------------------------------- ---------------------------------------------------------------------------- 2. (Check and complete one of the following): X The surviving corporation is a domestic business corporation and the -- (a) address of its current registered office in this Commonwealth or (b) name of its commercial registered office provider and the county of venue is (the Department is hereby authorized to correct the following information to conform to the records of the Department): (a) 102 Pickering Way Exton PA 19341 Chester ------------------------------------------------------------------------ Number and Street City State Zip County (b) c/o: ------------------------------------------------------------------- Name of Commercial Registered Office Provider County -- For a corporation represented by a commercial registered office provider, the county in (b) shall be deemed the county in which the corporation is located for venue and official publication purposes. The surviving corporation is a qualified foreign business corporation under the laws of and the (a) address of its current --------------- registered office in this Commonwealth or (b) name of its commerical registered office provider and the county of venue is (the Department is hereby authorized to correct the following information to conform to the records of the Department): (a) ------------------------------------------------------------------------- Number and Street City State Zip County (b) c/o: --------------------------------------------------------------------- Name of Commercial Registered Office Provider County For a corporation represented by a commercial registered office provider, the county in (b) shall be deemed the county in which the corporation is located for venue and official publication purposes. --- The surviving corporation is a nonqualified foreign business corporation incorporated under the laws of ----------------------------------------------------------------------------- Number and Street City State Zip County (PA.-1424-11/1/93) DSCB:15-1926 (Rev 90)-2 3. The name and the address of the registered office in this Commonwealth or name of its commercial registered office provider and the county of venue of each other domestic business corporation and qualified foreign business corporation which is a party to the plan of merger are as follows:
Name of Corporation Address of Registered Office or Name of Commercial Registered Office Provider County CLC Merger Corp. 102 Pickering Way, Exton, PA 19341 Chester ------------------------------------------------------------------------------------------------------------------- ------------------------------------------------------------------------------------------------------------------- -------------------------------------------------------------------------------------------------------------------
4. (Check, and if appropriate complete, one of the following): x The plan of merger shall be effective upon filing these Articles of Merger -- in the Department of State. The plan of merger shall be effective on at -- -------------- ----------------- Date Hour 5. The manner in which the plan of merger was adopted by each domestic corporation is as follows: Name of corporation Manner of adoption Chemical Leaman Corporation Unanimous written consent of Board and Partial written consent of shareholders CLC Merger Corp. Unanimous written consent of Board and shareholders 7. (Check, and if appropriate complete, one of the following): The plan of merger is set forth in full in Exhibit A attached hereto and - -- made a part hereof. x Pursuant to 15 Pa.C.S. section 1901 (relating to omission of certain - -- provisions from filed plans) the provisions, if any, of the plan of merger that amend or constitute the operative Articles of Incorporation of the surviving corporation as in effect subsequent to the effective date of the plan are set forth in full in Exhibit A attached hereto and made a part hereof. The full text of the plan of merger is on file at the principal place of business of the surviving corporation, the address of which is: 102 Pickering Way Exton PA 19341 - -------------------------------------------------------------------------------- Number and Street City State Zip DSCB:15-1926 (Rev 90)-3 IN TESTIMONY WHEREOF, the undersigned corporation or each undersigned corporation has caused these Articles of Merger to be signed by a duly authorized officer thereof this 25th day of March, 1996. CHEMICAL LEAMAN CORPORATION ------------------------------------------- (Name of Corporation) BY: /s/ David M. Boucher --------------------------------------- (Signature) David M. Boucher TITLE: Senior Vice President ------------------------------------ CLC MERGER CORP. ------------------------------------------- (Name of Corporation) BY: /s/ David M. Boucher --------------------------------------- (Signature) David M. Boucher TITLE: Vice President ------------------------------------ Microfilm Number Filed with the Department of State on -------- May 16, 1996 Entity Number 647190 /s/ [Illegible] ------ --------------------------------------------- Secretary of the Commonwealth STATEMENT WITH RESPECT TO SHARES-DOMESTIC BUSINESS CORPORATION DSCB:15-1522 (Rev 9C) In compliance with the requirements of 15 Pa.C.S. section 1522(b) (relating to statement with respect to shares), the undersigned corporation, desiring to state the designation and voting rights, preferences, limitations, and special rights, if any of a class or series of its shares, hereby states that: 1. The name of the corporation is: Chemical Leaman Corporation ------------------------------------------ -------------------------------------------------------------------------- 2. (Check and complete one of the following): - ---- The resolution amending the Articles under 15 Pa.C.S. section 1522(b) (relating to divisions and determinations by the board), set forth in full, is as follows: XX The resolution amending the Articles under 15 Pa.C.S. section 1522(b) is - --- set forth in full in Exhibit A attached hereto and made a part hereof. 3. The aggregate number of shares of such class or series established and designated by (a) such resolution, (b) all prior statements, if any, filed under 15 Pa.C.S. section 1522 or corresponding provisions of prior law with respect thereto, and (c) any other provision of the Articles is 453 shares. 4. The resolution was adopted by the Board of Directors or an authorized committee thereof on March 12, 1996 -------------- 5. (Check, and if appropriate complete, one of the following): XX The resolution shall be effective upon the filing of this statement -- with respect to shares in the Department of State. -- The resolution shall be effective on at -------------- ----------------- Date Hour IN TESTIMONY WHEREOF, the undersigned corporation has caused this statement to be signed by a duly authorized officer thereof this 16th day of May, 1996. CHEMICAL LEAMAN CORPORATION ------------------------------------------- (Name of Corporation) BY: /s/ David M. Boucher ------------------------------------------- (Signature) TITLE: David M. Boucher, Senior Vice President and CFO ------------------------------------------ M. BURR KEIM COMPANY PHILADELPHIA 1-800-533-8113 EXHIBIT A to Statement With Respect to Shares CHEMICAL LEAMAN CORPORATION RESOLVED, the Company be and it hereby is, authorized and directed to amend its Articles of Incorporation by the filing of a Statement with Respect to Shares with the Secretary of State of the Commonwealth of Pennsylvania in order to provide for the voting rights, designations, preferences, qualifications, limitations, and special rights for one hundred fifty one (151) shares of the Company's Series B Cumulative Convertible Preferred Stock, no par value, as set forth in the Designation Statement attached hereto as Annex 1. FURTHER RESOLVED, that the Company be and it hereby is, authorized and directed to amend its Articles of Incorporation by the filing of a Statement with Respect to Shares with the Secretary of State of the Commonwealth of Pennsylvania in order to provide for the voting rights, designations, preferences, qualifications, limitations, and special rights for three hundred two (302) shares of the Company's Series C Preferred Stock, no par value, as set forth in the Designation Statement attached hereto as Annex 1. ANNEX 1 SERIES B CUMULATIVE CONVERTIBLE PREFERRED STOCK AND SERIES C CUMULATIVE PREFERRED STOCK OF CHEMICAL LEAMAN CORPORATION SERIES B CONVERTIBLE PREFERRED STOCK 1. Designation and Amount. The designation of this series of capital stock shall be "Series B Cumulative Convertible Preferred Stock," no par value per share (the "Series B Stock") of Chemical Leaman Corporation, a Pennsylvania corporation (the "Corporation"). The number of shares, powers, terms, conditions, designations, preferences and privileges, relative, participating, optional and other special rights, and qualifications, limitations and restrictions, if any, of the Series B Stock shall be as set forth herein. The number of authorized shares of the Series B Stock is 151. 2. Definitions. All capitalized terms used herein which are not defined when first used, are defined in Section 11 hereof. 3. Ranking. Except for the shares of Series A Preferred Stock of the Corporation, which shall be senior to the Series B Stock, no class or series of capital stock of the Corporation shall be issued which shall be senior in priority in any way to the Series B Stock while any of the shares thereof are issued and outstanding. The Corporation's shares of Series B Stock shall rank, as to dividends and upon Liquidation, (i) equally with each other, (ii) equally with shares of the Corporation's Series C Preferred Stock (the "Series C Stock"), (iii) senior and prior to the Corporation's Common Stock, and (iv) senior to. or on a parity with, classes or series of capital stock (other than the Corporation's Common Stock and Series A Preferred Stock) hereafter issued by the Corporation. 4. Dividends. (a) General Dividend Rights. The Holder of each share of Series B Stock shall be entitled to receive, before any dividends shall be declared by the Board of Directors of the Corporation on the Common Stock or on any other capital stock of the Corporation which is junior to the Series B Stock with respect to dividends, out of funds which the Board of Directors determines, in its sole discretion, to be legally available for that purpose, dividends in cash at the rate of six percent (6%) of the Series B Stated Value per share per annum (or $360.00), and no more, accruing from the Series B Issuance Date payable quarterly in arrears on such days as may be determined by the Board of Directors in accordance with the terms hereof, provided, however, that no dividend on the Series B Stock shall be paid if and to the extent such payment will cause a default under the Senior Debt. (b) Payment. Accrued Dividends on the Series B Stock for each Dividend Period shall be payable on the Dividend Payment Date relating to such Dividend Period, subject to the limitations set forth above. (c) Priority. Dividends on shares of Series B Stock shall be cumulative from the Series B Issuance Date (whether or not there shall be net profits or net assets of the Corporation legally available for the payment of such dividends) so that, if at any time Full Cumulative Dividends upon the Series B Stock to the end of the last completed Dividend Period have not been paid or declared and a sum sufficient for payment thereof set apart, then the amount of the deficiency in such dividends must be fully paid (but without interest) or dividends in such amount must be declared on the shares of the Series B Stock and a sum sufficient for the payment thereof must be set apart for such payment before any dividend shall be declared or paid or any other distribution ordered or made upon the Common Stock or any other class or series of the Corporation's capital stock which is junior to the Series B Stock with respect to dividends (other than a dividend payable in Common Stock or other class or series of capital stock of the Corporation) and before any sum or sums be set aside for or applied to the mandatory redemption at the option of the holder of any shares of any Common Stock or any other class or series of the Corporation's capital stock which is junior to the Series B Stock with respect to dividends. All dividends declared upon the Series B Stock shall be declared pro rata per share; provided that no dividends shall be paid on any shares of Series B Stock unless proportionate dividends are also paid on all shares of Series C Stock outstanding at the time of payment. No cash dividends shall be declared, set apart for payment or paid in respect of any Dividend Period on any class or series of capital stock of the Corporation which is on a parity with the Series B Stock with respect to dividends if Accrued Dividends for any prior Dividend Period have not been paid in full, unless cash Dividends shall likewise be or have been declared and set apart for payment on all shares of Series B Stock at the time outstanding ratably with such other classes or series in accordance with the sums which would otherwise be payable on such shares if all dividends were declared and paid in full, but in no event to exceed, with respect to the Series B Stock, the Accrued Dividends up to and including the immediately preceding Dividend Payment Period. Holders of shares of Series B Stock shall not be entitled to any dividends, whether payable in cash, property or stock, in excess of the Full Cumulative Dividends at the rate set forth above. (d) Record Date. The Accrued Dividends paid on any Dividend Payment Date shall be payable to the Holders of record of the Series B Stock on the last day of the Dividend Period relating to such Dividend Payment Date. (e) Partial Payment. If the entire amount of Accrued Dividends as of the end of any Dividend Period cannot be paid on the Dividend Payment Date therefor, the unpaid balance of the Accrued Dividends shall be paid on the succeeding Dividend Payment Dates as, when and to the extent permitted by the terms hereof. 5. Liquidation Rights. (a) General Liquidation Rights. With respect to rights on Liquidation, the shares of Series B Stock shall rank (i) equally with each other, (ii) equally with shares of Series C Stock, (iii) senior and prior to the Corporation's Common Stock, and (iv) senior to, or on a parity with, classes or series of capital stock (other than the Corporation's Common Stock) hereafter issued by the Corporation. (b) Priority Right. In the event of any Liquidation, the Holders of the Series B Stock shall be entitled to receive out of the assets of the Corporation legally available for distribution to its shareholders, whether from capital, surplus or earnings, before any payment shall be made to the holders of Common Stock or any other class or series of stock ranking on Liquidation junior to such Series B Stock, an amount per share equal to the Series B Stated Value, plus the Accrued Dividends from the Series B Issuance Date until the date of Liquidation. (c) Partial Payment. If, upon any Liquidation, the assets of the Corporation available for distribution to its shareholders shall be insufficient to pay the Series B Shareholders the full amount and to which each of them shall be entitled, then the Series B Shareholders shall share ratably with all other classes and series of capital stock of the Corporation which is on a parity with the Series B Stock with respect to rights on Liquidation in any distribution of assets according to the respective amounts which would be payable to them in respect of the shares held upon such distribution if all amounts payable on or with respect to such shares were paid in full. 6. Shareholder Right to Require Redemption. (a) Redemption Right. At the request of the Holder or Holders of any of the shares of Series B Stock then outstanding (individually, a "Requesting Series B Holder") made at any date after the tenth (10th) anniversary of the Series B Issuance Date, the Corporation shall redeem (unless otherwise prevented by law or by the terms of the Senior Debt), at the Series B Redemption Price, all or any portion of the Series B Stock owned of record by such Requesting Series B Holder on the date of receipt by the Corporation of a Series B Redemption Notice from the Requesting Series B Holder. Each Requesting Series B Holder who desires to have any of the Series B Stock owned of record by such Requesting Series B Holder redeemed shall specify in a written notice to the Corporation the number of shares which the Requesting Series B Holder elects to redeem (a "Series B Redemption Notice"), in accordance with section 6(c) hereof. The Corporation shall redeem (unless otherwise prevented by law or by the terms of the Senior Debt) the shares of Series B Stock being requested to be redeemed by each Requesting Series B Holder on the Series B Redemption Date, which shall be no later than ninety (90) days after the date on which the Corporation shall first receive a Requesting Series B Holder's Series B Redemption Notice, and the Corporation shall promptly advise each Requesting Series B Holder of such Series B Redemption Date or of the relevant facts applicable thereto preventing such redemption At any time on or after the Series B Redemption Date, the Requesting Series B Holder shall be entitled to receive the Series B Redemption Price for each of the shares of Series B Stock held by such Holder upon actual delivery to the Corporation or its transfer agent of the certificate(s) representing the shares to be redeemed. No Holder of Series B Stock may deliver to the Corporation a Series B Redemption Notice, or request the redemption of any of such Holder's shares of Series B Stock} in any manner whatsoever (except following the receipt of a Series B Corporation Notice in accordance with the provisions of Section 6(c) hereof and pursuant thereto) for a period of six (6) months following the delivery of a Series B Redemption Notice to the Corporation pursuant to this Section 6(a). (b) Cancellation of Shares. On and after the Series B Redemption Date, ail rights of any Requesting Series B Holder with respect to the shares of Series B Stock being redeemed pursuant to a Series B Redemption Notice delivered by the Requesting Series B Holder pursuant to Section 6(a) except the right to receive the Series B Redemption Price per share of Series B Stock as hereinafter provided, shall cease and terminate, and such shares of Series B Stock shall no longer be deemed to be outstanding, whether or not the certificates representing such shares have been received by the Corporation; provided, however, that if the Corporation defaults in the payment of the Series B Redemption Payment, the rights of the Requesting Series B Holder to be redeemed shall continue until the Corporation cures such default. (c) Series B Redemption Notice. Each Requesting Series B Holder shall send its Series B Redemption Notice pursuant to this Section 6 by first-class, certified mail, return receipt requested, postage prepaid, by hand delivery, or by recognized overnight courier, to the Corporation at its principal place of business to the attention of the President, the Chief Financial Officer, or to any transfer agent of the Corporation. The Corporation shall, within twenty (20) business days after the receipt of the Series B Redemption Notice, notify all other Series B Shareholders and all Series C Shareholders of the request by a Requesting Series B Holder for the redemption of Series B Stock or the request by a Series C Shareholder for the redemption of Series C Stock, as the case may be (the "Series B Corporation Notice"). If any Series B Shareholder thereafter desires to redeem all or any portion of the Series B Stock owned of record by such Series B Shareholder, each such Series B Shareholder shall send a Series B Redemption Notice that shall be received by the Corporation within twenty (20) days after the date of the Series B Corporation Notice, and such Series B Shareholder shall be deemed to be a Requesting Series B Holder, In the event Series B Stock is to be redeemed by the Corporation solely as a result of the Series B Stockholders' receipt of a notice from the Corporation to the effect that shares of Series C Stock are to be redeemed. the Series B Redemption Date shall be the same date as the date that such shares of Series C Stock shall be redeemed. (d) Partial Redemption. If, on the Series B Redemption Date, less than all the shares of Series B Stock and Series C Stock (if any) requested to be redeemed may (i) be legally redeemed by the Corporation or (ii) be redeemed without causing a default under the Senior Debt, the redemption of such Series B Stock and Series C Stock (if any) shall be pro rata based upon the number of outstanding shares of Series B Stock and Series C Stock (if any) then owned by each Requesting Series B Holder and each Series C Holder so requesting redemption (as the case may be), and any shares of Series B Stock and Series C Stock (if any) not redeemed shall be redeemed, at the holder's election, on any date following such Series B Redemption Date on which the Corporation may lawfully redeem such shares or may redeem such shares under the terms of the Senior Debt (as the case may be). Upon redemption of only a portion of the number of shares covered by a Series B Stock Certificate, the corporation shall issue and deliver to or upon the written order of the Holder of such Series B Stock Certificate, at the expense of the Corporation, a new certificate covering the number of shares of the Series B Stock representing the unredeemed portion of the Series B Stock Certificate, which new certificate shall entitle the Holder thereof to all the rights, powers and privileges of a Holder of such shares. (e) Payment. Payment of the Series B Redemption Price by the corporation shall be in the form of a check of the corporation payable to each Requesting Series B Holder mailed to the address of each such Requesting Series B Holder as shown on the Corporation's transfer books. (f) No Sinking Fund. Shares of the Series B Stock are not subject to or entitled to the benefit of any sinking fund. (g) Redeemed Shares to be Canceled. Series B Stock redeemed pursuant to this Section 6 will be automatically canceled and will not under any circumstances be reissued, sold or transferred. 7. Corporation Right of Redemption. (a) Redemption Right. The Series B Stock is subject to redemption by the Corporation at its election in whole or in part at any time after the tenth (lOth) anniversary of the Series B Issuance Date for the Series B Redemption Price. (b) Payment. Payment of the Series B Redemption Price by the Corporation shall be in the form of a check of the Corporation payable to each Holder of Series B Stock mailed to the address of each such Holder as shown on the Corporation's transfer books. (c) Partial Redemption. If less than all of the outstanding shares of the Series B Stock are redeemed at any time, such redemption shall be in integral multiples of $6,000 of Series B Stated Value, plus all Accrued Dividends for such shares, and shall be made pro rata among the Holders of the Series B Stock based on the number of outstanding shares of Series B Stock held by each. If fractional shares are so redeemed then the Series B Redemption Price therefor shall be the applicable percentage of the Series b Stated Value and Accrued Dividends. In case less than the total number of shares represented by a certificate are redeemed, a new certificate representing the number of unredeemed shares will be issued to the Holder thereof without cost to such Holder. (d) Dividends After Series B Redemption Date. No share of Series B Stock is entitled to any dividends calculated after its Series B Redemption Date, and on such Series B Redemption Date all rights of the Holder of such shares, as a shareholder of the Corporation by reason of the ownership of such share, will cease, except the right to receive the Series B Redemption Price of such share upon presentation and surrender of the certificate representing such share, and such share will not be deemed to be outstanding after such Series B Redemption Date; provided, however, that if the Corporation defaults in the payment of the Series B Redemption Payment, the rights of the Holder of the Series B Stock to have been redeemed shall continue until the Corporation cures such default. (e) Notice of Redemption. The Corporation shall mail written notice of each redemption of shares of Series B Stock stating the Series B Redemption Date, the Series B Redemption Price and the manner of redemption by certified or registered mail, return receipt requested, or by any national overnight delivery service, to each Holder of the Series B Stock at the address for such Holder as shown on the Corporation's transfer books, not less than ten (10) days prior to the Series B Redemption Date. Any such notice of redemption may be qualified or unqualified, in which latter event, the Corporation will become obligated to redeem the total principal amount of Series B Stock specified therein on the Series B Redemption Date. (f) Redeemed Shares to be Canceled. Series B Stock redeemed pursuant to this Section 7 will be automatically canceled and will not under any circumstances be reissued, sold or transferred. 8. Conversion into Shares of Common Stock. (a) The Holders of any shares of Series B Stock shall each have the right, at any time and from time to time, to convert any of such shares of Series B Stock into an equal number of fully paid and nonassessable shares of Common Stock, subject to adjustment as set forth in Section 8(e) below. (b) The Holders of any shares of Series B Stock may exercise the conversion right pursuant to Section 8(a) hereof as to any shares thereof by delivering to the Corporation during regular business hours, at the office of any transfer agent of the Corporation for the Series B Stock, or at such other place as may be designated by the Corporation, the certificate or certificates for the shares to be converted, duly endorsed or assigned in blank or to the Corporation (if required by it), accompanied by written notice stating that the holder elects to convert such shares and stating the name or names (with address) in which the certificate or certificates for the shares of Common Stock are to be issued. Conversion shall be deemed to have been effected on the date when the aforesaid delivery is made (the "Conversion Date"). As promptly as practicable thereafter, the Corporation shall issue and deliver to or upon the written order of such Holder, to the place designated by such Holder, a certificate or certificates for the number of full shares of Common Stock to which such Holder is entitled, and a check or cash in respect of (x) any fractional interest in a Common Share as provided in Section 8(d) hereof and (y) all Accrued Dividends which remain unpaid as of the Conversion Date. Each person in whose name the certificate or certificates for shares of Common Stock are to be issued shall be deemed to have become a shareholder of record on the applicable Conversion Date unless the transfer books of the Corporation are closed on that date, in which event he or she shall be deemed to have become a shareholder of record on the next succeeding date on which the transfer books are open. Upon conversion of only a portion of the number of shares covered by a certificate representing shares of Series B Stock, surrendered for conversion, the Corporation shall issue and deliver to or upon the written order of the holder of the certificate so surrendered for conversion, at the expense of the Corporation, a new certificate covering the number of shares of Series B Stock, representing the unconverted portion of the certificate so surrendered, which new certificate shall entitle the holder thereof to dividends on the shares of Series B Stock, represented thereby to the same extent as if the certificate theretofore covering such uncontroverted shares had not been surrendered for conversion. (c) No fractional shares of Common Stock or scrip shall be issued upon conversion of shares of Series B Stock. If more than one share of Series B Stock shall be surrendered for conversion at any one time by the same Holder, the number of full shares of Common Stock issuable upon conversion thereof shall be computed on the basis of the aggregate number of shares of Series B Stock, so surrendered. Instead of any fractional shares of Common Stock which would otherwise be issuable upon conversion of any shares of Series B Stock, the Corporation shall pay a cash adjustment in respect of such fractional interest in an amount equal to the price paid for a share of Common Stock in the Event of Conversion or Optional Event of Conversion (as the case may be) multiplied by such fractional interest, or if a fixed dollar price per share is not paid, an amount determined by the Board of Directors of the Corporation in good faith. Fractional interests shall not be entitled to dividends, and the Holders of fractional interests shall not be entitled to any rights as shareholders of the Corporation in respect of such fractional interest. (d) The number of shares of Common Stock to be issued upon conversion of Series B Stock shall be subject to adjustment from time to time as follows: (i) If, at any time after the Series B Issuance Date, the number of shares of Common Stock outstanding is increased by a stock dividend payable in shares of Common Stock or by a subdivision or split-up of shares of Common Stock, then, following the record date fixed for the determination of Holders of shares of Common Stock entitled to receive such stock dividend, subdivision or split-up, the number of shares of Common Stock issuable upon conversion shall be appropriately increased in proportion to such increase in outstanding shares. (ii) If, at any time after the Series B Issuance Date, the number of shares of Common Stock outstanding is decreased by a combination of the outstanding shares of Common Stock then, following the record date for such combination, the number of shares of Common Stock issuable upon Conversion shall be appropriately decreased in proportion to such decrease in outstanding shares. (iii) In case, at any time after the Series B Issuance Date, of any reclassification of the stock of the Corporation (other than a change in par value or from par value to no par value or from no par value to par value or as a result of a stock dividend or subdivision, split-up or combination of shares), or the merger or consolidation of the Corporation (other than a consolidation or merger in which the Corporation is the continuing corporation and which does not result in an change in the shares of Common Stock), each share of Series B Stock shall after such reorganization, reclassification, merger or consolidation be (unless, in the case of a merger or consolidation, such merger or consolidation constitutes a Merger, Consolidation or Sale) convertible into the kind and number of shares of stock. or other securities or property of the Corporation or of the Corporation resulting from such merger or consolidation to which the Holder of the number of shares of Common Stock deliverable (immediately prier to the time of such reorganization. reclassification, merger or consolidation) upon conversion of such share would have been entitled upon such reorganization, reclassification, merger or consolidation. The provisions of this Section 8(e) shall similarly apply to successive reorganizations, reclassifications, mergers or consolidations. (e) The Corporation shall pay all documentary, stamp or other transactional taxes attributable to the issuance or delivery of shares of capital stock of the Corporation upon conversion of shares of Series B Stock; provided, however, that the Corporation shall not be required to pay any taxes which may be payable in respect of any transfer involved in the issuance or delivery of any certificate for such shares in a name other than that of the Holder of the shares of Series B Stock in respect of which such shares are being issued. (f) The Corporation shall reserve and at all times from and after the Series B Issuance Date keep reserved free from preemptive rights, out of its authorized but unissued shares of Common Stock. solely for the purpose of effecting the conversion of the shares of Series B Stock sufficient shares to provide for the conversion of all outstanding shares of Series B Stock. (g) All shares of Common Stock which may be issued in connection with the conversion provisions set forth herein will, upon issuance by the Corporation, be validly issued, fully paid and nonassessable with no personal liability attaching to the ownership thereof and free from all taxes, liens or charges with respect thereto. (h) Once converted pursuant to the provisions hereof, shares of Series B Stock so converted shall be canceled and not subject to reissuance, and such converted shares shall, without any action on the part of the Corporation or the shareholders of the Corporation, be eliminated from the authorized capital of the Corporation. (i) The Corporation shall give each Holder of Series B Stock at least thirty (30) days prior written notice of the Corporation's intent to consummate a Notice Event. 9. Voting Rights. Except as otherwise required by law, the Holders of the Series B Stock shall have no voting power and no right to notice of shareholders' meetings, and no owner or Holder of the Series B Stock shall, as such a Holder, have the right to participate in any action of any nature taken by the Corporation or the holders of Common Stock 10. Restrictions on Transferability of the Series B Preferred Stock; Right of First Refusal. (a) The Holders of the Series B Stock shall not Transfer (as defined in Section 10(b) below) or offer to Transfer any of the shares of Series B Stock or any interest therein without registration under the Securities Act of 1933, as amended, and applicable state securities laws or an exemption from such registration that has been acknowledged by the Corporation, after receipt of an opinion of counsel in form and substance and from counsel reasonably satisfactory to the Corporation that such registration is not required. (b) (i) No Holder shall transfer, sell donate, pledge or otherwise dispose of or encumber (collectively, "Transfer") any of his or her Series B Stock except as provided in this Section 10(b). (ii) In the event a Holder desires to Transfer all or any portion of his or her Series B Stock now owned or hereafter acquired, such Holder (the "Series B Transferor") shall first obtain a bona fide written offer which he or she desires to accept (the "Offer") to purchase all (and not less than all) of the Series B Stock which such Holder desires to transfer for a fixed cash price (which may be payable over time) (the "Offered Series B Stock"). The Offer shall set forth its date, the proposed price per share of Series B Stock represented by the Offered Series B Stock, and the other terms and conditions upon which the purchase is proposed to be made, as well as the name and address of the prospective purchaser. The term prospective purchaser" as used herein shall mean the prospective record owner or owners of the Offered Series B Stock and all other persons and entities proposed to have a beneficial interest in the Offered Series B Stock. The Series B Transferor shall transmit copies of the Offer to the Corporation within seven (7) days after his or her receipt of the Offer. Transmittal of the Offer to the Corporation by the Series B Transferor shall constitute an offer by the Series B Transferor to sell all of the Offered Series B Stock to the Corporation at the price and upon the terms set forth in the Offer. For a period of thirty (30) days after the submission of the Offer to the Corporation, the Corporation shall have the option, exercisable by written notice to the Series B Transferor, to accept the Series B Transferor's offer as to all (and only all) of the Offered Series B Stock at the price and (subject to the following provisions of this Section 10(b)) upon the terms set forth in the Offer. If the Corporation does not exercise its rights to purchase all of the Offered Series B Stock within the period set forth in this Section, the rights shall terminate; provided, however, that if the proposed Transfer to the prospective purchaser is not consummated in accordance with the terms and conditions of the Offer, the Series B Transferor shall not be entitled to Transfer the Offered Series B Stock unless it is first reoffered to the Corporation on the different terms and conditions in accordance with the foregoing procedures of this Section. Moreover, if the Offered Series B Stock is not Transferred to the prospective purchaser pursuant to the terms and conditions of the Offer within a period of ninety (90) days after a copy of the Offer is received by the Corporation, the Offered Stock may not be Transferred pursuant to this Section until it has been reoffered to the Corporation in accordance with the foregoing procedures of this Section. (iii) Settlement for the purchase of Offered Series B Stock by the Corporation pursuant to this Section shall be made within thirty (30) days following the date of exercise of the Corporation's option. All settlement, for the purchase and sale of Offered Series B Stock shall, unless otherwise agreed to by the Corporation and Series B Transferor, be held at the principal offices of the Corporation during regular business hours. The precise date and hour of settlement shall be fixed by the Corporation (within the time limits allowed by the provisions of this Section) by notice in writing to the Series B Transferor given at least five (5) days in advance of the settlement date specified. At settlement, the Offered Series B Stock being sold shall be delivered by the Series B Transferor to the Corporation. duly endorsed for transfer or with executed stock powers attached, with any necessary documentary and transfer tax stamps affixed by the Series B Transferor. In the event of the purchase of Offered Series B Stock by the Corporation, the Corporation shall pay the purchase price either (A) in cash or by check at settlement or (B) pursuant to the payment terms set forth in the Offer. (iv) In connection with, and as a condition of, permitting any Transfer or delivery of stock certificates under this Section, the Corporation may require the Series B Transferor to pay to it a sufficient sum to enable it to pay, or to reimburse it for any payment made in respect of, any stamp tax or other governmental charge in connection with such transfer or delivery. (v) This Section shall not apply to a Transfer of Stock by a Holder to such Holder's spouse, parents, siblings or lineal descendants of any such persons or to a trust for the benefit of any of the foregoing. 11. Definitions. As used herein, the following terms shall have the corresponding meanings: "Accrued Dividends" shall mean Full Cumulative Dividends to the date as of which dividends on the relevant series of stock are to be computed, less the amount of all dividends paid upon the relevant share of such series of stock. "Business Day" shall mean any day other than a Saturday, a Sunday or public holiday in the state where the principal executive office of the Corporation is located. "Dividend Payment Date" shall mean, as to each respective Dividend Period, the day on which the Accrued Dividends are paid, which shall be on the last day of each such Dividend Period. "Dividend Period" shall mean each fiscal quarter or portion thereof during which the relevant share of the relevant series of stock is outstanding. "Full Cumulative Dividends" shall mean (whether or not in any Dividend Period, or any part thereof, in respect of which such term is used there shall have been net profits or net assets of the Corporation legally available for the payment of such dividends) that amount which shall be equal to dividends at the full rate fixed for the relevant series of stock as provided herein for the period of time elapsed from the relevant Issuance Date of such series of stock to the date as of which Full Cumulative Dividends are to be computed. "Liquidation" shall mean a complete liquidation, dissolution or winding-up of the affairs of the Corporation. "Notice Event" shall mean (a) the consummation of an underwritten public offering of shares of Common Stock of the Corporation registered under the Securities Act of 1933, as amended or (b) the merger or consolidation of the Corporation into or with another corporation or the merger or consolidation of any other corporation into or with the Corporation (in which consolidation or merger the shareholders of the Corporation receive distributions of cash or securities as a result of such consolidation or merger), or the sale or other disposition of all or substantially all of the assets of the Corporation. "Requesting Holder" shall be as defined in Section 6 hereof. "Senior Debt" shall mean any indebtedness of the Corporation, now or hereafter incurred, to Corestates Bank, N.A., for itself or as agent, and Associates Commercial Corporation, or any other indebtedness for borrowed money to commercial lenders. "Series B Issuance Date" with respect to any share of Series B Stock shall mean the date of first issuance of such share. "Series B Redemption Date" shall mean the date set forth for redemption of the Series B Stock pursuant to Section 6 or Section 7 hereof. "Series B Redemption Payment" shall mean the payment of the Series B Redemption Price for the shares of the Series B Stock redeemed on the Series B Redemption Date. "Series B Redemption Price" shall mean the Series B Stated Value of the Series B Stock being redeemed, plus all Accrued Dividends per share of Series B Stock being redeemed on the Series B Redemption Date. "Series B Shareholders" or "Holders of the Series B Stock" or "Holder" shall mean the registered owners of the shares of the Series B Stock as shown on the Corporation's stock transfer books. "Series B Stated Value" shall mean $6,000 per share. "Series C Shareholders" shall mean the registered owners of the shares of the Series C Stock as shown on the Corporation's stock transfer books. 12. Amendment and Waiver. No amendment, modification or waiver by the Corporation (including any made by means of a merger) of any provision herein (or of the percentage of Series B Stock required to approve such amendment, modification or waiver) will be binding or effective without the prior written consent of the Holder(s) of a majority of the Series B Stock outstanding at the time such action is taken. Notwithstanding the foregoing, no such action may be taken or shall be effective without the prior written consent of the Holder(s) of at least ninety percent (90%) of the Series B Stock then outstanding to the extent such action will: (a) change the rate at which or the manner in which dividends are calculated, or the time at which dividends become payable hereunder; (b) change the provisions of Section 5 hereof regarding the liquidation preference; (c) change the provisions of Sections 6 and 7 hereof regarding redemptions; (d) change the percentage of Series B Stock required to approve any change described in (a), (b) or (c) above. No amendment, modification or waiver of any provision herein will extend to or affect any obligation not expressly amended, modified or waived or impair any right consequent thereon. SERIES C PREFERRED STOCK 1. Designation and Amount. The designation of this series of capital stock shall be "Series C Cumulative Preferred Stock," no par value per share (the "Series C Stock") of Chemical Leaman Corporation, a Pennsylvania corporation (the "Corporation"). The number of shares, powers, terms, conditions, designations, preferences and privileges, relative, participating, optional and other special rights, and qualifications, limitations and restrictions, if any, of the Series C Stock shall be as set forth herein. The number of authorized shares of the Series C Stock is 302. 2. Definitions. All capitalized terms used herein which are not defined when first used, are defined in Section 11 hereof. 3. Ranking. Except for the shares of Series A Preferred Stock of the Corporation, which shall be senior to the Series C Stock, no class or series of capital stock of the Corporation shall be issued which shall be senior in priority in any way to the Series C Stock while any of the shares thereof are issued and outstanding. The Corporation's shares of Series C Stock shall rank, as to Dividends and upon Liquidation, (i) equally with each other, (ii) equally with shares of the Corporation's Series B Convertible Preferred Stock (the "Series B Stock"), (iii) senior and prior to the Corporation's Common Stock, and (iv) senior to, or on a parity with, classes or series of capital stock (other than the Corporation's Common Stock and Series A Preferred Stock) hereafter issued by the Corporation. 4. Dividends. (a) General Dividend Rights. The Holder of each share of Series C Stock shall be entitled to receive, before any dividends shall be declared by the Board of Directors of the Corporation on the Common Stock or on any other capital stock of the Corporation which is junior to the Series C Stock with respect to dividends, out of funds which the Board of Directors determines, in its sole discretion, to be legally available for that purpose, dividends in cash at the rate of eight percent (8%) of the Series C Stated Value per share per annum (or $480.00), and no more, accruing from the Series C Issuance Date payable quarterly in arrears on such days as may be determined by the Board of Directors in accordance with the terms hereof; provided, however, that no dividend on the Series C Stock shall be paid if and to the extent such payment will cause a default under the Senior Debt. (b) Payment. Accrued Dividends on the Series C Stock for each Dividend Period shall be payable on the Dividend Payment Date relating to such Dividend Period, subject to the limitations set forth above. (c) Priority. Dividends on shares of Series C Stock shall be cumulative from the Series C Issuance Date (whether or not there shall be net profits or net assets of the Corporation legally available for the payment of such dividends) so that, if at any time Full Cumulative Dividends upon the Series C Stock to the end of the last completed Dividend Period have not been paid or declared and a sum sufficient for payment thereof set apart, then the amount of the deficiency in such dividends must be fully paid (but without interest) or dividends in such amount must be declared on the shares of the Series C Stock and a sum sufficient for the payment thereof must be set apart for such payment before any dividend shall be declared or paid or any other distribution ordered or made upon the Common Stock or any other class or series of the Corporation's capital stock which is junior to the Series C Stock with respect to dividends (other than a dividend payable in Common Stock or other class or series of capital stock of the Corporation) and before any sum or sums be set aside for or applied to the mandatory redemption at the option of the holder of any shares of any Common Stock or any other class or series of the Corporation's capital stock which is junior to the Series C Stock with respect to dividends. All dividends declared upon the Series C Stock shall be declared pro rata per share; provided that no dividends shall be paid on any shares of Series C Stock unless proportionate dividends are also paid on all shares of Series B Stock outstanding at the time of payment. No cash dividends shall be declared, set apart for payment or paid in respect of any Dividend Period on any class or series of capital stock of the Corporation which is on a parity with the Series C Stock with respect to dividends if Accrued Dividends for any prior Dividend Period have not been paid in full, unless cash dividends shall likewise be or have been declared and set apart for payment on all shares of Series C stock at the time outstanding ratably with such other classes or series in accordance with the sums which would otherwise be payable on such shares if all dividends were declared and paid in full; but in no event to exceed, with respect to the Series C Stock, the Accrued Dividends up to and including the immediately preceding Dividend Payment Period. Holders of shares of Series C Stock shall not be entitled to any dividends, whether payable in cash, property or stock, in excess of the Full Cumulative Dividends at the rate set forth above. (d) Record Date. The Accrued Dividends paid on any Dividend Payment Date shall be payable to the Holders of record of the Series C Stock on the last day of the Dividend Period relating to such Dividend Payment Date. (e) Partial Payment. If the entire amount of Accrued Dividends as of the end of any Dividend Period cannot be paid on the Dividend Payment Date therefor, the unpaid balance of the Accrued Dividends shall be paid on the succeeding Dividend Payment Dates as, when and to the extent permitted by the terms hereof. 5. Liquidation Rights. (a) General Liquidation Rights. With respect to rights on Liquidation, the shares of Series C Stock shall rank (i) equally with each other, (ii) equally with shares of Series C Stock, (iii) senior and prior to the Corporation's Common Stock, and (iv) senior to, or on a parity with, classes or series of capital stock (other than the Corporation's Common Stock) hereafter issued by the Corporation. (b) Priority Right. In the event of any Liquidation, the Holders of the Series C Stock shall be entitled to receive out of the assets of the Corporation legally available for distribution to its shareholders, whether from capital, surplus or earnings, before any payment shall be made to the holders of Common Stock or any other class or series of stock ranking on Liquidation junior to such Series C Stock, an amount per share equal to the Series C Stated Value, plus the Accrued Dividends from the Series C Issuance Date until the date of Liquidation. (c) Partial Payment. If, upon any Liquidation, the assets of the Corporation available for distribution to its shareholders shall be insufficient to pay the Series C Shareholders the full amount and to which each of them shall be entitled, then the Series C Shareholders shall share ratably with all other classes and series of capital stock of the Corporation which is on a parity with the Series C Stock with respect to rights on Liquidation in any distribution of assets according to the respective amounts which would be payable to them in respect of the shares held upon such distribution if all amounts payable on or with respect to such shares were paid in full. 6. Shareholder Right to Require Redemption. (a) Redemption Right. At the request of the Holder or Holders of any of the shares of Series C Stock then outstanding (individually, a "Requesting Series C Holder") made at any date after the tenth (10th) anniversary of the Series C Issuance Date, the Corporation shall redeem (unless otherwise prevented by law or by the terms of the Senior Debt), at the Series C Redemption Price, all or any portion of the Series C Stock owned of record by such Requesting Series C Holder on the date of receipt by the Corporation of a Series C Redemption Notice from the Requesting Series C Holder. Each Requesting Series C Holder who desires to have any of the Series C Stock owned of record by such Requesting Series C Holder redeemed shall specify in a written notice to the Corporation the number of shares which the Requesting Series C Holder elects to redeem (a "Series C Redemption Notice"), in accordance with section 6(c) hereof. The Corporation shall redeem (unless otherwise prevented by law or by the terms of the Senior Debt) the shares of Series C Stock being requested to be redeemed by each Requesting Series C Holder on the Series C Redemption Date, which shall be no later than ninety (90) days after the date on which the Corporation shall first receive a Requesting Series C Holder's Series C Redemption Notice, and the Corporation shall promptly advise each Requesting Series C Holder of such Series C Redemption Date or of the relevant facts applicable thereto preventing such redemption. At any time on or after the Series C Redemption Date, the Requesting Series C Holder shall be entitled to receive the Series C Redemption Price for each of the shares of Series C Stock held by such Holder upon actual delivery to the Corporation or its transfer agent of the certificate(s) representing the shares to be redeemed. No Holder of Series C Stock may deliver to the Corporation a Series C Redemption Notice, or request the redemption of any of such Holder's shares of Series C Stock in any manner whatsoever (except following the receipt of a Series C Corporation Notice in accordance with the provisions of Section 6(c) hereof and pursuant thereto) for a period of six (6) months following the delivery of a Series C Redemption Notice to the Corporation pursuant to this Section 6(a). (b) Cancellation of Shares. On and after the Series C Redemption Date, all rights of any Requesting Series C Holder with respect to the shares of Series C Stock being redeemed pursuant to a Series C Redemption Notice delivered by the Requesting Series C Holder pursuant to Section 6(a) except the right to receive the Series C Redemption Price per share of Series C Stock as hereinafter provided, shall cease and terminate, and such shares of Series C Stock shall no longer be deemed to be outstanding, whether or not the certificates representing such shares have been received by the Corporation; provided, however, that if the Corporation defaults in the payment of the Series C Redemption Payment, the rights of the Requesting Series C Holder to be redeemed shall continue until the Corporation cures such default. (c) Series C Redemption Notice. Each Requesting Series C Holder shall send its Series C Redemption Notice pursuant to this Section 6 by first-class, certified mail, return receipt requested, postage prepaid, by hand delivery, or by recognized overnight courier, to the Corporation at its principal place of business to the attention of the President, the Chief Financial Officer, or to any transfer agent of the Corporation. The Corporation shall, within twenty (20) business days after the receipt of the Series C Redemption Notice, notify all other Series C Shareholders and all Series B Shareholders of the request by a Requesting Series C Holder for the redemption of Series C Stock or the request by a Series B Shareholder for the redemption of Series B Stock, as the case may be (the "Series C Corporation Notice"). If any Series C Shareholder thereafter desires to redeem all or any portion of the Series C Stock owned of record by such Series C Shareholder, each such Series C Shareholder shall send a Series C Redemption Notice that shall be received by the Corporation within twenty (20) days after the date of the Series C Corporation Notice, and such Series C Shareholder shall be deemed to be a Requesting Series C Holder. In the event Series C Stock is to be redeemed by the Corporation solely as a result of the Series C Stockholders, receipt of a notice from the Corporation to the effect that shares of Series B Stock are to be redeemed, the Series C Redemption Date shall be the same date as the date that such shares of Series B Stock shall be redeemed. (d) Partial Redemption. If, on the Series C Redemption Date, less than all the shares of Series C Stock and Series B Stock (if any) requested to be redeemed may (i) be legally redeemed by the Corporation or (ii) be redeemed without causing a default under the Senior Debt, the redemption of such Series C Stock and Series B Stock (if any) shall be pro rata based upon the number of outstanding shares of Series C Stock and Series B Stock (if any) then owned by each Requesting Series C Holder and each Series B Holder so requesting redemption (as the case may be), and any shares of Series C Stock and Series B Stock (if any) not redeemed shall be redeemed, at the holder's election, on any date following such Series C Redemption Date on which the Corporation may lawfully redeem such shares or may redeem such shares under the terms of the Senior Debt (as the case may be). Upon redemption of only a portion of the number of shares covered by a Series C Stock Certificate, the corporation shall issue and deliver to or upon the written order of the Holder of such Series C Stock Certificate, at the expense of the Corporation, a new certificate covering the number of shares of the Series C Stock representing the unredeemed portion of the Series C Stock Certificate, which new certificate shall entitle the Holder thereof to all the rights, powers and privileges of a Holder of such shares. (e) Payment. Payment of the Series C Redemption Price by the corporation shall be in the form of a check of the corporation payable to each Requesting Series C Holder mailed to the address of each such Requesting Series C Holder as shown on the Corporation's transfer books. (f) No Sinking Fund. Shares of the Series C Stock are not subject to or entitled to the benefit of any sinking fund. (g) Redeemed Shares to be Canceled. Series C Stock redeemed pursuant to this Section 6 will be automatically canceled and will not under any circumstances be reissued, sold or transferred. 7. Corporation Right of Redemption. (a) Redemption Right. The Series C Stock is subject to redemption by the Corporation at its election in whole or in part at any time after the Series C Issuance Date for the Series C Redemption Price. (b) Payment. Payment of the Series C Redemption Price by the Corporation shall be in the form of a check of the Corporation payable to each Holder of Series C Stock mailed to the address of each such Holder as shown on the Corporation's transfer books. (c) Partial Redemption. If less than all of the outstanding shares of the Series C Stock are redeemed at any time, such redemption shall be in integral multiples of $6,000 of Series C Stated Value, plus all Accrued Dividends for such shares, and shall be made pro rata among the Holders of the Series C Stock based on the number of outstanding shares of Series C Stock held by each. If fractional shares are so redeemed then the Series C Redemption Price therefor shall be the applicable percentage of the Series C Stated Value and Accrued Dividends. In case less than the total number of shares represented by a certificate are redeemed, a new certificate representing the number of unredeemed shares will be issued to the Holder thereof without cost to such Holder. (d) Dividends After Series C Redemption Date. No share of Series C Stock is entitled to any dividends calculated after its Series C Redemption Date, and on such Series C Redemption Date all rights of the Holder of such shares, as a shareholder of the Corporation by reason of the ownership of such share, will cease, except the right to receive the Series C Redemption Price of such share upon presentation and surrender of the certificate representing such share, and such share will not be deemed to be outstanding after such Series C Redemption Date; provided, however, that if the Corporation defaults in the payment of the Series C Redemption Payment, the rights of the Holder of the Series C Stock to have been redeemed shall continue until the Corporation cures such default. (e) Notice of Redemption. The Corporation shall mail written notice of each redemption of shares of Series C Stock stating the Series C Redemption Date, the Series C Redemption Price and the manner of redemption by certified or registered mail, return receipt requested, or by any national overnight delivery service, to each Holder of the Series C Stock at the address for such Holder as shown on the Corporation's transfer books, not less than ten (10) days prior to the Series C Redemption Date. Any such notice of redemption may be qualified or unqualified, in which latter event, the Corporation will become obligated to redeem the total principal amount of Series C Stock specified therein on the Series C Redemption Date. (f) Redeemed Shares to be Canceled. Series C Stock redeemed pursuant to this Section 7 will be automatically canceled and will not under any circumstances be reissued, sold or transferred. 8. Voting Rights. Except as otherwise required by law, the Holders of the Series C Stock shall have no voting power and no right to notice of shareholders' meetings, and no owner or Holder of the Series C Stock shall, as such a Holder, have the right to participate in any action of any nature taken by the Corporation or the holders of Common Stock. 9. Restrictions on Transferability of the Series C Preferred Stock; Right of First Refusal. (a) The Holders of the Series C Stock shall not Transfer (as defined in Section 9(b) below) or offer to Transfer any of the shares of Series C Stock or any interest therein without registration under the Securities Act of 1933, as amended, and applicable state securities laws, or an exemption from such registration that has been acknowledged by the Corporation, after receipt of an opinion of counsel in form and substance and from counsel reasonably satisfactory to the Corporation that such registration is not required. (b) (i) No Holder shall transfer, sell, donate, pledge or otherwise dispose of or encumber (collectively, "Transfer") any of his or her Series C Stock except as provided in this Section 9(b). (ii) In the event a Holder desires to Transfer all or any portion of his or her Series C Stock now owned or hereafter acquired, such Holder (the "Series C Transferor") shall first obtain a bona fide written offer which he or she desires to accept (the "Offer") to purchase all (and not less than all) of the Series C Stock which such Holder desires to transfer for a fixed cash price (which may be payable over time) (the "Offered Series C Stock"). The Offer shall set forth its date, the proposed price per share of Series C Stock represented by the Offered Series C Stock, and the other terms and conditions upon which the purchase is proposed to be made, as well as the name and address of the prospective purchaser. The term "prospective purchaser" as used herein shall mean the prospective record owner or owners of the Offered Series C Stock and all other persons and entities proposed to have a beneficial interest in the Offered Series C Stock. The Series C Transferor shall transmit copies of the Offer to the Corporation within seven (7) days after his or her receipt of the Offer. Transmittal of the Offer to the Corporation by the Series C Transferor shall constitute an offer by the Series C Transferor to sell all of the Offered Series C Stock to the Corporation at the price and upon the terms set forth in the Offer. For a period of thirty (30) days after the submission of the Offer to the Corporation, the Corporation shall have the option, exercisable by written notice to the Series C Transferor, to accept the Series C Transferor's offer as to all (and only all) of the Offered Series C Stock at the price and (subject to the following provisions of this Section 9(b)) upon the terms set forth in the Offer. If the Corporation does not exercise its rights to purchase all of the Offered Series C Stock within the period set forth in this Section, the rights shall terminate; provided, however, that if the proposed Transfer to the prospective purchaser is not consummated in accordance with the terms and conditions of the Offer, the Series C Transferor shall not be entitled to Transfer the Offered Series C Stock unless it is first reoffered to the Corporation on the different terms and conditions in accordance with the foregoing procedures of this Section. Moreover, if the Offered Series C Stock is not Transferred to the prospective purchaser pursuant to the terms and conditions of the Offer within a period of ninety (90) days after a copy of the Offer is received by the Corporation, the Offered Stock may not be Transferred pursuant to this Section until it has been reoffered to the Corporation in accordance with the foregoing procedures of this Section. (iii) Settlement for the purchase of Offered Series C Stock by the Corporation pursuant to this Section shall be made within thirty (30) days following the date of exercise of the Corporation's option. All settlements for the purchase and sale of Offered Series C Stock shall, unless otherwise agreed to by the Corporation and Series C Transferor, be held at the principal offices of the Corporation during regular business hours. The precise date and hour of settlement shall be fixed by the Corporation (within the time limits allowed by the provisions of this Section) by notice in writing to the Series C Transferor given at least five (5) days in advance of the settlement date specified. At settlement, the Offered Series C Stock being sold shall be delivered by the Series C Transferor to the Corporation, duly endorsed for transfer or with executed stock powers attached, with any necessary documentary and transfer tax stamps affixed by the Series C Transferor. In the event of the purchase of Offered Series C Stock by the Corporation, the Corporation shall pay the purchase price either (A) in cash or by check at settlement or (B) pursuant to the payment terms set forth in the Offer. (iv) In connection with, and as a condition of, permitting any Transfer or delivery of stock certificates under this Section, the Corporation may require the Series C Transferor to pay to it a sufficient sum to enable it to pay, or to reimburse it for any payment made in respect of, any stamp tax or other governmental charge in connection with such transfer or delivery. (v) This Section shall not apply to a Transfer of Stock by a Holder to such Holder's spouse, parents, siblings or lineal descendants of any such persons or to a trust for the benefit of any of the foregoing. 10. Definitions. As used herein, the following terms shall have the corresponding meanings: "Accrued Dividends" shall mean Full Cumulative Dividends to the date as of which dividend; on the relevant series of stock are to be computed, less the amount of all dividends paid upon the relevant share of such series of stock. "Business Day" shall mean any day other than a Saturday, a Sunday or public holiday in the state where the principal executive office of the Corporation is located. "Dividend Payment Date" shall mean, as to each respective Dividend Period, the day on which the Accrued Dividends are paid, which shall be on the last day of each such Dividend Period. "Dividend Period" shall mean each fiscal quarter or portion thereof during which the relevant share of the relevant series of stock is outstanding. "Full Cumulative Dividends" shall mean (whether or not in any Dividend Period, or any part thereof, in respect of which such term is used there shall have been net profits or net assets of the Corporation legally available for the payment of such dividends) that amount which shall be equal to dividends at the full rate fixed for the relevant series of stock as provided herein for the period of time elapsed from the relevant Issuance Date of such series of stock to the date as of which Full Cumulative Dividends are to be computed. "Liquidation" shall mean a complete liquidation, dissolution or winding-up of the affairs of the Corporation. "Requesting Holder" shall be as defined in Section 6 hereof. "Senior Debt" shall mean any indebtedness of the Corporation, now or hereafter incurred, to Corestates Bank, N.A., for itself or as agent, and Associates Commercial Corporation, or any other indebtedness for borrowed money to commercial lenders. "Series B Shareholders" shall mean the registered owners of the shares of the Series B Stock as shown on the Corporation's stock transfer books. "Series C Issuance Date" with respect to any share of Series C Stock shall mean the date of first issuance of such share. "Series C Redemption Date" shall mean the date set forth for redemption of the Series C Stock pursuant to Section 6 or Section 7 hereof. "Series C Redemption Payment" shall mean the payment of the Series C Redemption Price for the shares of the Series C Stock redeemed on the Series C Redemption Date. "Series C Redemption Price" shall mean the Series C Stated Value of the Series C Stock being redeemed, plus all Accrued Dividends per share of Series C Stock being redeemed on the Series C Redemption Date. "Series C Shareholders" or "Holders of the Series C Stock" or "Holder" shall mean the registered owners of the shares of the Series C Stock as shown on the Corporation's stock transfer books. "Series C Stated Value" shall mean, $6,000 per share. 11. Amendment and Waiver. No amendment, modification or waiver by the Corporation (including any made by means of a merger) of any provision herein (or of the percentage of Series C Stock required to approve such amendment, modification or waiver) will be binding or effective without the prior written consent of the Holder(s) of a majority of the Series C Stock outstanding at the time such action is taken. Notwithstanding the foregoing, no such action may be taken or shall be effective without the prior written consent of the Holder(s) of at least ninety percent (90%) of the Series C Stock then outstanding to the extent such action will: (a) change the rate at which or the manner in which dividends are calculated, or the time at which dividends become payable hereunder; (b) change the provisions of Section 5 hereof regarding the liquidation preference; (c) change the provisions of Sections 6 and 7 hereof regarding redemptions; (d) change the percentage of Series C Stock required to approve any change described in (a), (b) or (c) above. No amendment, modification or waiver of any provision herein will extend to or affect any obligation not expressly amended, modified or waived or impair any right consequent thereon. 12. No Conversion. Series C Stock shall not be convertible into shares of the Corporation's Common Stock or any other stock or securities of the Corporation. COMMONWEALTH OF PENNSYLVANIA DEPARTMENT OF STATE APRIL 10, 1997 TO ALL WHOM THESE PRESENTS SHALL COME, GREETING: CHEMICAL LEAMAN CORPORATION I, Yvette Kane, Secretary of the Commonwealth of Pennsylvania do hereby certify that the foregoing and annexed is a true and correct photocopy of Articles of Incorporation and all Amendments which appear of record in this department IN TESTIMONY WHEREOF, I have hereunto [SEAL] set my hand and caused the Seal of the Secretary's Office to be affixed, the day and year, above written. /s/ Yvette, Kane --------------------------------------- Secretary of the Commonwealth EX-3.2 6 BY-LAWS EXHIBIT 3.2 CHEMICAL LEAMAN CORPORATION ----------------- BY-LAWS ----------------- ARTICLE I OFFICES Section 1.01 Registered Office. The location and post office address of the registered office of the Corporation in Pennsylvania shall be as specified in the Articles of Incorporation. Section 1.02 Other Offices. The Corporation shall also have offices at such other places within or without the Commonwealth of Pennsylvania as the Board of Directors may from time to time appoint and the business of the Corporation may require. ARTICLE II MEETINGS OF SHAREHOLDERS Section 2.01 Place of Meetings. All meetings of the shareholders shall be held at such place, within or without the Commonwealth, as may be designated from time to time by the Board of Directors and stated in the notice of meeting or in a duly executed waiver of notice thereof. Section 2.02 Date of Annual Meetings. An annual meeting of the shareholders, commencing with the year 1978, shall be held in each calendar year on such day and at such time and place as the Board of Directors shall fix, at which the shareholders shall elect a Board of Directors and transact such other business as may properly be brought before the meeting. Any business may be transacted at the annual meeting, irrespective of whether the notice of such meeting contains a reference thereto, except as otherwise provided in these By-Laws or by statute. Section 2.03 Special Meetings. Special meetings of the Shareholders, for any purpose or purposes, unless otherwise Prescribed by statute, may be called at any time by the Chairman of the Board or the President or a majority of the Board of Directors, or shareholders entitled to cast at least one quarter of the votes which all shareholders are entitled to cast at the Particular meeting, upon written request delivered to the Secretary of the Corporation. Such request shall state the purpose or purposes of the proposed meeting. Upon receipt of any such request, it shall be the duty of the Secretary to call a special meeting of the shareholders to be held at such time, not more than sixty days after the receipt of the request, as the Secretary may fix. If the Secretary shall neglect or refuse to issue such call, the person or persons making the request may issue the call. Business transacted at all special meetings of shareholders shall be limited to the purposes stated in the notice. Section 2.04 Notice. Written notice of every meeting of the shareholders, specifying the place, date and hour and the general nature of the business of the meeting, shall be given either personally or by mail or by telegram at least ten days prior to the meeting, unless a greater period of notice is required by statute, to each shareholder entitled to vote thereat. Section 2.05 List of Shareholders. The officer or agent having charge of the transfer books for shares of the Corporation shall prepare and make, at least five days before each meeting of shareholders, a complete list of the shareholders entitled to vote at the meeting, arranged in alphabetical order, with the address and the number of shares held by each, which list shall be kept on file at the registered office of the Corporation and shall be subject to inspection by any shareholder at any time during usual business hours. Such list shall also be produced and kept open at the time and place of the meeting and shall be subject to the inspection of any shareholder during the whole time of the meeting. Section 2.06 Quorum. A shareholder's meeting duly called shall not be organized for the transaction of business unless a quorum is present. Unless provided otherwise by statute, the Articles of Incorporation, or these By-Laws, the presence, in person or by proxy, of shareholders entitled to cast at least a majority of the votes which all shareholders are entitled to cast on the particular matter shall be requisite and shall constitute a quorum for the purpose of considering such matter. The shareholders present at a duly organized meeting can continue to do business until adjournment, notwithstanding the withdrawal of enough shareholders to leave less than a quorum. If a meeting of the shareholders cannot be organized because a quorum has not attended, the shareholders entitled to vote thereat, present in person or by proxy, shall have power, except as otherwise provided by statute, to adjourn the meeting to such time and place as they may determine. In the case of any meeting called for the election of directors, those who attend the second of such adjourned meetings, although less than a quorum, shall nevertheless constitute a quorum for the purpose of electing directors. At any adjourned meeting at which a quorum shall be present or represented any business may be -2- transacted which might have been transacted at the meeting as originally notified. Section 2.07 Voting. When a quorum is present or represented at any meeting, the vote of the holders of a majority of the shares having voting powers, present in person or represented by proxy, shall decide any question brought before such meeting, unless the question is one upon which, by express provision of the statutes or of the Articles of Incorporation or of these By-Laws, a different vote is required in which case such express provision shall govern and control the decision of such question. Except as otherwise provided by statute, or in the Articles of Incorporation, every shareholder of record shall have the right, at every shareholders' meeting, to one vote for every share standing in his name on the books of the Corporation. Every shareholder may vote in person or by proxy as provided by law. The shareholders shall not have the right of cumulative voting in the elections of directors. Section 2.08 Conference Telephone. One or more shareholders may participate in a meeting of the shareholders by means of conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other. Section 2.09 Informal Action. Any action which may be taken at a meeting of the shareholders may be taken without a meeting if a consent or consents in writing, setting forth the action so taken, shall be signed by all of the shareholders who would be entitled to vote at a meeting for such purpose and shall be filed with the Secretary of the Corporation. Section 2.10 Judges of Election. In advance of any meeting of shareholders, the Board of Directors may appoint Judges of Election, who need not be shareholders, to act at such meeting or any adjournment thereof. If Judges of Election be not so appointed, the Chairman of any such meeting may, and on the request of any shareholder or his proxy shall, make such appointment at the meeting. The number of Judges shall be one or three. If appointed at a meeting on the request of one or more shareholders or proxies, the majority of shares present and entitled to vote shall determine whether one or three Judges are to be appointed. No person who is a candidate for office shall act as a Judge. If there are three Judges of Election the decision, act or certificate of a majority shall be effective in all respects as the decision, act or certificate of all. Section 2.11 Manner of Voting. All elections and votes by shareholders shall be viva voce unless otherwise -3- required by law, or unless any shareholder shall file with the Secretary of the meeting a written request that such election or vote shall be by ballot. Section 2.12 Partial Written Consent. Any action required or permitted to be taken at a meeting of the shareholders or of a class of shareholders may be taken without a meeting upon the written consent of shareholders who would have been entitled to cast the minimum number of votes that would be necessary to authorize the action at a meeting at which all shareholders entitled to vote thereon were present and voting. The consents shall be filed with the Secretary of the Corporation. An action taken pursuant to this section shall not become effective until at least ten (10) days' written notice has been given to each shareholder entitled to vote thereon who has not consented thereto. ARTICLE III DIRECTORS Section 3.01 Number of Directors. The Board of Directors shall consist of not less than three or more than fifteen directors, as shall be determined from time to time by resolution of the Board of Directors subject to the power of the stockholders to change such action by the Directors. Section 3.02 Election. The directors shall be elected at the annual meeting of the shareholders, except as provided in Section 3.03 of this Article, and each director shall hold office until his successor is elected and qualified or until his death, resignation or removal. Directors need not be shareholders. Section 3.03 Vacancies. Vacancies and newly created directorships resulting from any increase in the authorized number of directors shall be filled by a majority of the remaining members of the board, though less than a quorum, and each person so elected shall be a director until his successor is elected by the shareholders, who may make such election at the next annual meeting of the shareholders or at any special meeting duly called for that purpose and held prior thereto. Section 3.04 Powers. The business of the Corporation shall be managed by its Board of Directors which may exercise all such powers of the Corporation and do all such lawful acts and things as are not by statute or by the Articles of Incorporation or by these By-Laws directed or required to be exercised and done by the shareholders. -4- Section 3.05 Meetinqs. The Board of Directors may hold meetings, both regular and special, either within or without the Commonwealth of Pennsylvania. Section 3.06 First Meeting. The first meeting of each newly elected Board of Directors shall be held immediately following the Annual meeting of shareholders at which such directors are elected and no notice of such meeting shall be necessary or the meeting may be held at such time and place as shall be specified in a notice given as hereinafter provided for special meetings of the Board of Directors, or as shall be specified in a written waiver signed by all of the directors. At such regular annual meeting the Board of Directors shall organize itself and elect the officers of the Corporation for the ensuing year and may transact any other business. Section 3.07 Regular Meetinqs. Regular meetings of the Board of Directors may be held without notice at such time and at such place as shall from time to time be designated by the directors. Section 3.08 Special Meetings. Special meetings of the Board of Directors may be called by the Chairman of the Board or the President on one day's notice to each director, given either personally or by mail or by telegram; special meetings shall be called by the Chairman of the Board or the President or the Secretary in like manner and on like notice on the written request of one director. Section 3.09 Quorum. At all meetings of the Board of Directors a majority of the directors in office shall be necessary to constitute a quorum for the transaction of business, and the acts of a majority of the directors at a meeting at which a quorum is present shall be the acts of the Board of Directors. If a quorum shall not be present at any meeting of directors, the directors present thereat may adjourn the meeting from time to time, without notice other than by announcement at the meeting, until a quorum shall be present. Section 3.10 Conference Telephone. One or more directors may participate in a meeting of the Board of Directors (or a committee thereof) by means of conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other. Section 3.11 Informal Action. Any action which may be taken at a meeting of the directors or the members of the executive committee may be taken without a meeting if a consent or consents in writing setting forth the action so taken shall be signed by all the directors or the members of -5- the executive committee, as the case may be, and shall be filed with the secretary of the Corporation. Section 3.12 Committees. The Board of Directors may, by resolution adopted by a majority of the whole Board of Directors, designate one or more committees, each committee to consist of two or more directors. The Board of Directors may designate one or more directors as alternate members of any committee, who may replace any absent or disqualified member at any meeting of the committee. Any such committee, to the extent provided by resolution of the Board of Directors, shall have and exercise the authority of the Board of Directors in the management of the business and affairs of the Corporation. Vacancies in the membership of any committee shall be filled by the Board of Directors at a regular or special meeting of the Board of Directors. Each Committee shall keep regular minutes of its proceedings and report the same to the Board of Directors when required. Section 3.13 Compensation. The Directors shall receive such compensation for their services as the Board of Directors in its discretion may determine; provided that nothing herein contained shall be construed to preclude any director from serving the Corporation in any other capacity and receiving compensation therefor. ARTICLE IV OFFICERS AND AGENTS Section 4.01 Titles. The officers of the Corporation shall be chosen by the Board of Directors and shall be a Chairman of the Board, a President, an Executive Vice President, a Secretary and a Treasurer. The board may also elect, at its discretion, one or more vice presidents, assistant secretaries and assistant treasurers, and such other officers, agents, trustees and fiduciaries as it shall deem appropriate, who shall hold their offices for such terms and shall exercise such powers and perform such duties as shall be determined from time to time by the Board of Directors. The Chairman of the Board, President, Executive Vice President and Secretary shall be natural persons of full age; the Treasurer may be a corporation but, if a natural person, shall be of full age. Any number of the aforesaid offices may be held by the same person. Section 4.02 Election of Officers. The Board of Directors, immediately after each annual meeting of shareholders, shall elect a Chairman of the Board, a President, an Executive Vice President, a Secretary and a Treasurer, who need not be members of the Board of Directors. -6- Section 4.03 Salaries. The salaries of the officers shall be fixed from time to time by the Board of Directors and no officer shall be prevented from receiving such salary by reason of the fact that he is also a Director of the Corporation. Section 4.04 Terms of Office. The officers of the Corporation shall hold office until their successors are chosen and qualify. Any officer or agent elected or appointed by the Board of Directors may be removed by the Board of Directors whenever in its judgment the best interests of the Corporation would be served thereby. Any vacancy occurring in any office of the Corporation shall be filled by the Board of Directors. ARTICLE V DUTIES OF OFFICERS Section 5.01 Chairman of the Board. The Chairman of the Board shall in general supervise the business and affairs of the Corporation. He shall be ex-officio a member of all standing committees; shall preside at all meetings of the stockholders and of the Board of Directors: may execute, with the Secretary or any other officer thereunto authorized by the Board of Directors, certificates for shares of the Corporation; and shall perform such other duties as the Board of Directors may from time to time request. Section 5.02 The President. The President shall be the chief executive officer of the Corporation and shall direct all of the business and affairs of the Corporation. He shall be ex-officio a member of all standing committees, shall have general powers of supervision and management, see that all orders and resolutions of the Board are carried out, have general superintendence and direction over all other officers of the Corporation, and shall see that their duties are properly performed. He may sign, with the Secretary or an Assistant Secretary, certificates for shares of the Corporation, and shall perform such other duties as from time to time may be assigned to him by the Chairman of the Board or the Board of Directors. Section 5.03 Executive Vice President and Vice Presidents. The Executive Vice President shall be the chief operating officer of the Corporation and shall, in general, supervise and control the daily operations of the Corporation. The Executive Vice President and any Vice President may sign with the Secretary or an Assistant Secretary, certificates for shares of the Corporation; and shall perform such other duties as may from time to time be assigned to them by the Chairman of the Board or the President, or by the Board of Directors. -7- Section 5.04 Secretary. The Secretary shall: keep the minutes of all meetings of the stockholders and of the Board of Directors; see that all notices are duly given in accordance with the provisions of the By-Laws or as required by law; be custodian of the corporate records and of the seal of the Corporation and see that the seal of the Corporation is affixed to all documents the execution of which on behalf of the Corporation under its seal is duly authorized; sign with the Chairman of the Board, or the President, or Executive Vice President, or any Vice President, certificates for shares of the Corporation, the issuance of which shall have been authorized by resolution of the Board of Directors; have general charge of the stock transfer books of the Corporation; and in general perform all duties incident to the office of secretary and such other duties as from time to time may be assigned to him by the Chairman of the Board or President, or by the Board of Directors. Section 5.05 Treasurer. If required by the Board of Directors, the Treasurer shall give a bond for the faithful discharge of his duties in such sum and with such surety or sureties as the Board of Directors shall determine. He shall: have charge and custody of and be responsible for all funds and securities of the Corporation; receive and give receipts for monies due and payable to the Corporation from any source whatsoever, and deposit all such monies in the name of the Corporation in such banks, trust companies or other depositories as shall be selected by the Board of Directors; and in general perform all of the duties incident to the office of Treasurer and such other duties as from time to time may be assigned to him by the Chairman of the Board or President, or by the Board of Directors. Section 5.06 Assistant Secretaries and Assistant Treasurers. The Assistant Treasurers shall, respectively, if required by the Board of Directors, give bonds for the faithful discharge of their duties in such sums and with such sureties as the Board of Directors shall determine. The Assistant Secretaries and Assistant Treasurers, in general, shall perform such duties as shall be assigned to them by the Secretary or the Treasurer, respectively, or by the Chairman of the Board or President, or by the Board of Directors. Section 5.07 Duties of Officers May be Delegated. In case of the absence of any officer of the Corporation, or for any other reason that the Board may deem sufficient, the Board may delegate the powers or duties of such officer to any other officer, or to any Director, for the time being; provided a majority of the entire Board concur therein. -8- ARTICLE VI SHARES OF CAPITAL STOCK Section 6.01 Right to Certificate. Every shareholder of record of fully paid stock shall be entitled to a share certificate representing the shares owned by him. Section 6.02 Form of Certificate. Share certificates shall be in such form as may be required by law and prescribed by the Board of Directors. Every share certificate shall show the name of the registered holder, the number and class of shares and the series, if any, represented thereby, and the par value of each share or a statement that such shares are without par value. Every share certificate shall be signed by the Chairman of the Board, the President or a Vice President, and by the Secretary or an Assistant Secretary or the Treasurer or an Assistant Treasurer, and shall be sealed with the corporate seal, which may be a facsimile, either engraved or printed. Where a certificate is signed by a transfer agent or a registrar, the signature of any such corporate officer may be a facsimile, engraved or printed. If any officer whose signature appears on such certificate shall cease to be such officer of the Corporation for any reason, such certificate may nevertheless be adopted by the Corporation and be issued and delivered with the same effect as though the person had not ceased to be such officer of the Corporation. Section 6.03 Registered Stockholders. Each shareholder, at the time of the issuance of the share certificate to him, shall notify the Secretary of the Corporation in writing of the address to which such shareholder wishes notices relating to the business of the Corporation to be mailed to him. He shall thereafter notify the Secretary in writing of any changes in such address. The Corporation shall be entitled to treat the holder of record of any share or shares as the holder in fact thereof and shall not be bound to recognize any equitable or other claim to or interest in such share on the part of any other person, and shall not be liable for any registration or transfer of shares which are registered or to be registered in the name of a fiduciary or the nominee of a fiduciary unless made with actual knowledge that a fiduciary or nominee is committing a breach of trust in requesting such registration or transfer, or with knowledge of such facts that its participation therein amounts to bad faith. Section 6.04 Transfers of Stock. Shares of the capital stock of the Corporation shall be transferable on the books of the Corporation only upon delivery of the certificates representing the same duly endorsed by the person in whose name such shares are registered or by his duly authorized -9- attorney or representative, or accompanied by proper evidence of succession, assignment or authority to transfer. In all cases of transfer by attorney, the original letter of attorney, duly approved or an official copy thereof, duly certified, shall be deposited and remain with the Corporation. In case of transfer by executors, administrators, guardians or other legal representatives, duly authenticated evidence of their authority shall be produced, and may be required to be deposited and remain with the Corporation in its discretion. Section 6.05 Lost and Destroyed Certificates. New certificates for shares of stock may be issued to replace certificates lost, stolen, destroyed or mutilated upon such terms and conditions, including proof of loss or destruction and the giving of a satisfactory bond of indemnity as the Board of Directors or the transfer agent of the corporation from time to time may determine. Section 6.06 Record Date. Unless otherwise required by law, the Board of Directors may fix a time, not more than fifty days prior to the date of any meeting of the stockholders, or the date fixed for the payment of any dividend or distribution, or the date for the allotment of rights, or the date when any change or conversion or exchange of shares will be made or will go into effect, as a record date for the determination of the shareholders entitled to notice of, or to vote at, any such meeting, or entitled to receive payment of any such dividend or distribution, or entitled to receive any such allotment of rights, or to exercise the rights in respect to any such change, conversion, or exchange of shares. In any such case only such shareholders as shall be shareholders of record on the day fixed shall be entitled to notice of, or to vote at, such meeting or to receive payment of such dividend or distribution, or to receive such allotment of rights, or to exercise any such rights in respect to any such change, conversion or exchange of shares, as the case may be, notwithstanding any transfer of any shares on the books of the Corporation after the date so fixed. The Board of Directors may close the books of the Corporation against transfers of shares during the whole or any part of such period, and in such case written or printed notice thereof shall be mailed at least ten days before the closing thereof to each shareholder of record at the address appearing on the records of the Corporation or supplied by him to the Corporation for the purpose of notice. While the stock transfer books are closed, no transfer of shares shall be made thereon. Unless such a record date is fixed by the Board of Directors for the determination of shareholders entitled to receive notice of, or vote at, a shareholders' meeting, transfers of shares which are transferred on the books of the Corporation within ten -10- days next preceding the date of such meeting shall not be entitled to notice of or to vote at such meeting. ARTICLE VII DIVIDENDS Section 7.01 Declaration of Dividends. Dividends upon shares of the Corporation, subject to the provisions of the Articles of Incorporation, if any, may be declared by the Board of Directors at any regular or special meeting, pursuant to law. Dividends may be paid in cash, in property, or in its shares, subject to the provisions of the Articles of Incorporation. Section 7.02 Reserves. Before payment of any dividend, there may be set aside out of any funds of the Corporation available for dividends such sum or sums as the directors from time to time, in their absolute discretion, think proper as a reserve or reserves to meet contingencies, or for equalizing dividends, or for repairing or maintaining any property of the Corporation, or for such other purpose as the directors shall think conducive to the interest of the Corporation, and the directors may modify or abolish any such reserve in the manner in which it was created. ARTICLE VIII LIMITATION OF LIABILITY OF DIRECTORS AND INDEMNIFICATION OF DIRECTORS, OFFICERS AND EMPLOYEES Section 8.01 Limitation of Liability. A director of this Corporation shall not be personally liable for monetary damages as such for any action taken, or any failure to take action, unless the director has breached or failed to perform the duties of his or her office under Section 8363 of the Pennsylvania Directors' Liability Act, as from time to time amended, or any successor provision, and the breach or failure to form constitutes self-dealing, willful misconduct or recklessness. This provision shall not apply to the responsibility or liability of a director pursuant to any criminal statute or the liability of a director for payment of taxes pursuant to local, state or federal law. This Section 8.01 shall be applicable to any action taken or any failure to take any action on or after January 27, 1987. Section 8.02 Indemnification of Directors and Officers. (a) The Corporation shall indemnify any director or officer, and may indemnify any other employee or agent, who was or is a party to, -11- or is threatened to be made a party to or who is called as a witness in connection with any threatened, pending, or completed action, suit or proceeding, whether civil, criminal, administrative or investigative, including an action by or in the right of the Corporation by reason of the fact that he is or was a director, officer, employee or agent of the Corporation, or is or was serving at the request of the Corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against expenses, including attorneys' fees, judgments, fines and amounts paid in settlement actually and reasonably incurred by him in connection with such action, suit or proceeding unless the act or failure to act giving rise to the claim for indemnification is determined by a court to have constituted willful misconduct or recklessness. (b) The indemnification and advancement of expenses provided by, or granted pursuant to, this Section 8.02 shall not be deemed exclusive of any other rights to which those seeking indemnification or advancement of expenses may be entitled under any By-law, agreement, contract, vote of shareholders or disinterested directors or pursuant to the direction, howsoever embodied, of any court of competent jurisdiction or otherwise, both as to action in his official capacity and as to action in another capacity while holding such office. It is the policy of the Corporation that indemnification of, and advancement of expenses to, directors and officers of the Corporation shall be made to the fullest extent permitted by law. To this end, the provisions of this Section 8.02 shall be deemed to have been amended for the benefit of directors and officers of the Corporation effective immediately upon any modification of this Business Corporation Law of the Commonwealth of Pennsylvania (the "BCL") or the Directors' Liability Act of the Commonwealth of Pennsylvania (the "DLA") which expands or enlarges the power obligation of corporations organized under the BCL or subject to the DLA to indemnify, or advance expenses to, directors and officers of corporations. (c) The Corporation shall pay expenses incurred by an officer or director, and may pay expenses incurred by any other employee or agent, in defending a civil or criminal action, suit or proceeding in advance of the final disposition of such action, suit or proceeding upon receipt of an undertaking by or on behalf of such person to repay such amount if it shall ultimately be determined that he is not entitled to be indemnified by the Corporation. (d) The indemnification and advancement of expenses provided by, or granted pursuant to, this Section 8.02 shall, unless otherwise provided when authorized or ratified, continue as to a person who has ceased to be a director, -12- officer, employee or agent and shall inure to the benefit of the heirs, executors and administrators of such person. (e) The Corporation shall have the authority to create a fund of any nature, which may, but need not be, under the control of a trustee, or otherwise secure or insure in any manner, its indemnification obligations, whether arising under these By-laws or otherwise. This authority shall include, without limitation, the authority to (i) deposit funds in trust or in escrow, (ii) establish any form of self-insurance, (iii) secure its indemnity obligation by grant of a security interest, mortgage or other lien on the assets of the Corporation; or (iv) establish a letter of credit, guaranty or surety arrangement for the benefit of such persons in connection with the anticipated indemnification or advancement of expenses contemplated by this Section 8.02. The provisions of this Section 8.02 shall not be deemed to preclude the indemnification of, or advancement of expenses to, any person who is not specified in Paragraph (a) of this Section 8.02, but whom the Corporation has the power or obligation to indemnify, or to advance expenses for, under the provisions of the BCL or the DLA or otherwise. The authority granted by this Paragraph (e) shall be exercised by the Board of Directors of the Corporation. (f) The Corporation shall have the authority to enter into a separate indemnification agreement with any officer, director, employee or agent of the Corporation or any subsidiary providing for such indemnification of such person as the Board of Directors shall determine up to the fullest extent permitted by law. (g) As soon as practicable after receipt by any person specified in Paragraph (a) of this Section 8.02 of notice of the commencement of any action, suit or proceeding specified in Paragraph (a) of this Section 8.02, such person shall, if a claim with respect thereto may be made against the Corporation under Section 8.02 of these By-laws, notify the Corporation in writing of the commencement or threat thereof; however, the omission so to notify the Corporation shall not relieve the Corporation from any liability under Section 8.02 of these By-laws unless the Corporation shall have been prejudiced thereby or from any other lability which it may have to such person other than under Section 8.02 of these Bylaws. With respect to any such action as to which such person notifies the Corporation of the commencement or threat thereof, the Corporation may participate therein at its own expense and, except as otherwise provided below, to the extent that it desires, the Corporation jointly with any other indemnifying party similarly notified, shall be entitled to assume the defense thereof, with counsel selected by the Corporation to the reasonable satisfaction of such person. -13- After notice from the Corporation to such person of its election to assume the defense thereof, the Corporation shall not be liable to such person under Section 8.02 of these By-laws for any legal or other expenses subsequently incurred by such person in connection with the defense thereof other than as otherwise provided below. Such person shall have the right to employ his own legal counsel in such action, but the fees and expenses of such counsel incurred after notice from the Corporation of its assumption of the defense thereof shall be at the expense of such person unless: (i) the employment of legal counsel by such person shall have been authorized by the Corporation: (ii) such person shall have reasonably concluded that there may be a conflict of interest between the Corporation and such person in the conduct of the defense of such proceeding; or (iii) the Corporation shall not in fact have employed legal counsel to assume the defense of such action. The Corporation shall not be entitled to assume the defense of any proceeding brought by or on behalf of the Corporation or as to which such person shall have reasonably concluded that there may be a conflict of interest. If indemnification under Section 8.02 of these By-laws or advancement of expenses are not paid or made by the Corporation, or on its behalf, within 90 days after a written claim for indemnification or a request for an advancement of expenses has been received by the Corporation, such person may, at any time thereafter, bring suit against the Corporation to recover the unpaid amount of the claim or the advancement of expenses. The right to indemnification and advancements of expenses provided hereunder shall be enforceable by such person in any court of competent jurisdiction. The burden of proving that indemnification is not appropriate shall be on the Corporation. Expenses reasonably incurred by such person in connection with successfully establishing the right to indemnification or advancement of expenses, in whole or in part, shall also be indemnified by the Corporation. (h) A contract shall exist between the Corporation and its officers and directors with respect to indemnification and advancement of expenses as provided by this Section 8.02 and as otherwise provided by applicable law. (i) The Corporation shall have the power to purchase and maintain insurance on behalf of any person who is or was a director, officer, employee or agent of the Corporation, or is or was serving at the request of the Corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise against any liability asserted against him and incurred by him in any such capacity, or arising out of his status as such, whether or not the Corporation would have -14- the power to indemnify him against such liability under the provision of this Section 8.02. Notwithstanding any other provisions of these By-laws, the approval of shareholders shall be required to amend, alter, change, repeal or adopt any provision as part of these By-laws which is inconsistent with the purpose or intent of this Section 8.02, and if any such action shall be taken, it shall become effective only on a prospective basis from and after the date of such shareholder approval. ARTICLE IX GENERAL PROVISIONS Section 9.01 Annual Report. The Board of Directors shall cause to be prepared and furnished annually to the stockholders a written report of the financial condition of the Corporation. Section 9.02 Corporate Seal. The Board of Directors shall prescribe the form of a suitable corporate seal, which shall contain the full name of the Corporation and the year and state of incorporation. Section 9.03 Fiscal Year. The fiscal year of the Corporation shall begin on the first day of January and end on the thirty-first day of December in each year. Section 9.04 Checks. All checks or demands for money and notes of the Corporation shall be signed by such officer or officers or such other person or persons as the Board of Directors may from time to time designate. Section 9.05 Waiver of Notice. Whenever any notice is required to be given under the provisions of the statutes, the Articles of Incorporation or these By-Laws, a waiver thereof in writing signed by the person or persons entitled to said notice, whether before or after the time stated therein, shall be deemed equivalent to the giving of such notice. Attendance of a person, either in person or by proxy, at any meeting shall constitute a waiver of notice of such meeting. Section 9.06 Pennsylvania Business Corporation Law. Section 911. Section 911 of the Pennsylvania Business Corporation Law shall not be applicable to the Corporation. -15- ARTICLE X AMENDMENTS Section 10.01 Amendments. These By-Laws may be altered, amended or repealed by a majority vote of the shareholders entitled to vote thereon at any regular or special meeting duly convened after notice to the shareholders of that purpose or by a majority vote of the members of the Board of Directors at any regular or special meeting duly convened after notice to the directors of that purpose, subject always to the power of the shareholders to change such action by the directors. -16- EX-4.1 7 INDENTURE ================================================================================ CHEMICAL LEAMAN CORPORATION, as Issuer and FIRST UNION NATIONAL BANK, as Trustee --------------------- INDENTURE Dated as of June 16, 1997 -------------------- $100,000,000 10-3/8% Senior Notes due 2005, Series A 10-3/8% Senior Notes due 2005, Series B ================================================================================ Cross-Reference Table
Trust Indenture Indenture Act Section Section - --------------- --------- ss.310 (a)(1)........................................................... 6.09 (a)(2)........................................................... 6.09 (a)(3)........................................................... Not Applicable (a)(4)........................................................... Not Applicable (b).............................................................. 6.05, 6.08, 6.10 ss.311 (a).............................................................. 6.05 (b).............................................................. 6.05 (c).............................................................. Not Applicable ss.312 (a).............................................................. 3.05, 7.01 (b).............................................................. 7.02 (c).............................................................. 7.02 ss.313 (a).............................................................. 7.03 (b).............................................................. 7.03 (c).............................................................. 7.03 (d).............................................................. 7.03 ss.314 (a)(1)........................................................... 10.09 (a)(4)........................................................... 10.12 (b).............................................................. Not Applicable (c)(1)........................................................... 1.03, 4.04, 10,21, 12.01 (c)(2)........................................................... 1.03, 4.04, 10.21, 12.01 (c)(3)........................................................... Not Applicable (d).............................................................. Not Applicable (e).............................................................. 1.03, 10.21 ss.315 (a).............................................................. 6.01(a) (b).............................................................. 6.02 (c).............................................................. 6.01(b) (d).............................................................. 6.01(c) (e).............................................................. 5.14 ss.316 (a) (last sentence) ............................................. 1.01 (a)(1)(A)........................................................ 5.12 (a)(1)(B)........................................................ 5.13 (a)(2)........................................................... Not Applicable (b).............................................................. 5.08 ss.317 (a)(1)........................................................... 5.03 (a)(2)........................................................... 5.04 (b).............................................................. 10.03 ss.318 (a).............................................................. 1.07
- ------------ Note: This Cross-Reference Table shall not, for any purpose, be deemed a part of the Indenture. TABLE OF CONTENTS
Page ---- PARTIES.......................................................................................................1 RECITALS......................................................................................................1 ARTICLE ONE DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION Section 1.01. Definitions.....................................................................................1 Section 1.02. Rules of Construction..........................................................................27 Section 1.03. Form of Documents Delivered to Trustee.........................................................28 Section 1.04. Acts of Holders................................................................................28 Section 1.05. Notices, etc., to the Trustee, the Company and the Guarantors..................................29 Section 1.06. Notice to Holders; Waiver......................................................................30 Section 1.07. Conflict with Trust Indenture Act..............................................................30 Section 1.08. Effect of Headings and Table of Contents.......................................................31 Section 1.09. Successors and Assigns.........................................................................31 Section 1.10. Separability Clause............................................................................31 Section 1.11. Benefits of Indenture..........................................................................31 Section 1.12. GOVERNING LAW..................................................................................31 Section 1.13. No Recourse Against Others.....................................................................31 Section 1.14. Independence of Covenants......................................................................32 Section 1.15. Exhibits.......................................................................................32 Section 1.16. Counterparts...................................................................................32 Section 1.17. Duplicate Originals............................................................................32 ARTICLE TWO SECURITY FORM Section 2.01. Form and Dating................................................................................32 ARTICLE THREE THE SECURITIES Section 3.01. Title and Terms................................................................................33 Section 3.02. Registrar and Paying Agent.....................................................................34 Section 3.03. Execution and Authentication...................................................................34 Section 3.04. Temporary Securities...........................................................................36 Section 3.05. Transfer and Exchange..........................................................................37
-i-
Page ---- Section 3.06. Mutilated, Destroyed, Lost and Stolen Securities...............................................38 Section 3.07. Payment of Interest; Interest Rights Preserved.................................................39 Section 3.08. Persons Deemed Owners..........................................................................40 Section 3.09. Cancellation...................................................................................41 Section 3.10. Computation of Interest........................................................................41 Section 3.11. Legal Holidays.................................................................................41 Section 3.12. CUSIP and CINS Numbers.........................................................................42 Section 3.13. Paying Agent To Hold Money in Trust............................................................42 Section 3.14. Deposits of Monies.............................................................................43 Section 3.15. Book-Entry Provisions for Global Securities....................................................43 Section 3.16. Special Transfer Provisions....................................................................45 ARTICLE FOUR DEFEASANCE OR COVENANT DEFEASANCE Section 4.01. Company's Option To Effect Defeasance or Covenant Defeasance...................................49 Section 4.02. Defeasance and Discharge.......................................................................50 Section 4.03. Covenant Defeasance............................................................................50 Section 4.04. Conditions to Defeasance or Covenant Defeasance................................................51 Section 4.05. Deposited Money and U.S. Government Obligations To Be Held in Trust; Other Miscellaneous Provisions...................................................................53 Section 4.06. Reinstatement..................................................................................54 ARTICLE FIVE REMEDIES Section 5.01. Events of Default..............................................................................55 Section 5.02. Acceleration of Maturity; Rescission and Annulment.............................................57 Section 5.03. Collection of Indebtedness and Suits for Enforcement by Trustee................................58 Section 5.04. Trustee May File Proofs of Claims..............................................................59 Section 5.05. Trustee May Enforce Claims Without Possession of Securities....................................60 Section 5.06. Application of Money Collected.................................................................61 Section 5.07. Limitation on Suits............................................................................61 Section 5.08. Unconditional Right of Holders To Receive Principal, Premium and Interest......................62 Section 5.09. Restoration of Rights and Remedies.............................................................62 Section 5.10. Rights and Remedies Cumulative.................................................................63
-ii-
Page ---- Section 5.11. Delay or Omission Not Waiver...................................................................63 Section 5.12. Control by Majority............................................................................63 Section 5.13. Waiver of Past Defaults........................................................................63 Section 5.14. Undertaking for Costs..........................................................................64 Section 5.15. Waiver of Stay, Extension or Usury Laws........................................................64 ARTICLE SIX THE TRUSTEE Section 6.01. Certain Duties and Responsibilities............................................................65 Section 6.02. Notice of Defaults.............................................................................66 Section 6.03. Certain Rights of Trustee......................................................................66 Section 6.04. Trustee Not Responsible for Recitals, Dispositions of Securities or Application of Proceeds Thereof........................................................................68 Section 6.05. Trustee and Agents May Hold Securities; Collections; Etc.......................................68 Section 6.06. Money Held in Trust............................................................................68 Section 6.07. Compensation and Indemnification of Trustee and Its Prior Claim................................69 Section 6.08. Conflicting Interests..........................................................................69 Section 6.09. Corporate Trustee Required; Eligibility........................................................70 Section 6.10. Resignation and Removal; Appointment of Successor Trustee......................................70 Section 6.11. Acceptance of Appointment by Successor.........................................................72 Section 6.12. Merger, Conversion, Amalgamation, Consolidation or Succession to Business......................73 ARTICLE SEVEN HOLDERS' LISTS AND REPORTS BY TRUSTEE Section 7.01. Preservation of Information; Company To Furnish Trustee Names and Addresses of Holders....................................................................................74 Section 7.02. Communications of Holders......................................................................74 Section 7.03. Reports by Trustee.............................................................................75 ARTICLE EIGHT CONSOLIDATION, MERGER, SALE OF ASSETS, ETC. Section 8.01. Company May Consolidate, etc., Only on Certain Terms...........................................75 Section 8.02. Successor Substituted..........................................................................77
-iii-
Page ---- ARTICLE NINE SUPPLEMENTAL INDENTURES AND WAIVERS Section 9.01. Supplemental Indentures, Agreements and Waivers Without Consent of Holders.....................78 Section 9.02. Supplemental Indentures, Agreements and Waivers with Consent of Holders........................79 Section 9.03. Execution of Supplemental Indentures, Agreements and Waivers...................................81 Section 9.04. Effect of Supplemental Indentures..............................................................82 Section 9.05. Conformity with Trust Indenture Act............................................................82 Section 9.06. Reference in Securities to Supplemental Indentures.............................................82 Section 9.07. Record Date....................................................................................82 Section 9.08. Revocation and Effect of Consents..............................................................83 ARTICLE TEN COVENANTS Section 10.01. Payment of Principal, Premium and Interest....................................................83 Section 10.02. Maintenance of Office or Agency...............................................................83 Section 10.03. Money for Security Payments To Be Held in Trust...............................................84 Section 10.04. Corporate Existence...........................................................................86 Section 10.05. Payment of Taxes and Other Claims.............................................................86 Section 10.06. Maintenance of Properties.....................................................................86 Section 10.07. Insurance.....................................................................................87 Section 10.08. Books and Records.............................................................................87 Section 10.09. Provision of Financial Statements.............................................................87 Section 10.10. Change of Control.............................................................................88 Section 10.11. Limitation on Indebtedness....................................................................91 Section 10.12. Statement by Officers as to Default...........................................................94 Section 10.13. Limitation on Restricted Payments.............................................................94 Section 10.14. Limitation on Transactions with Affiliates....................................................98 Section 10.15. Disposition of Proceeds of Asset Sales........................................................99 Section 10.16. Limitation on Liens..........................................................................104 Section 10.17. Limitation on Guarantees by Restricted Subsidiaries..........................................104 Section 10.18. Restrictions on Preferred Stock of Restricted Subsidiaries...................................105 Section 10.19. Limitation on Dividends and Other Payment Restrictions Affecting Restricted Subsidiaries.............................................................................105
-iv-
Page ---- Section 10.20. Limitation on Designations of Unrestricted Subsidiaries......................................106 Section 10.21. Compliance Certificates and Opinions.........................................................108 ARTICLE ELEVEN REDEMPTION OF SECURITIES Section 11.01. Right of Redemption..........................................................................109 Section 11.02. Applicability of Article.....................................................................109 Section 11.03. Election To Redeem; Notice to Trustee........................................................109 Section 11.04. Selection by Trustee of Securities To Be Redeemed............................................109 Section 11.05. Notice of Redemption.........................................................................110 Section 11.06. Deposit of Redemption Price..................................................................111 Section 11.07. Securities Payable on Redemption Date........................................................111 Section 11.08. Securities Redeemed in Part..................................................................112 ARTICLE TWELVE SATISFACTION AND DISCHARGE Section 12.01. Satisfaction and Discharge of Indenture......................................................112 Section 12.02. Application of Trust Money...................................................................113 ARTICLE THIRTEEN GUARANTEE OF SECURITIES Section 13.01. Unconditional Guarantee......................................................................114 Section 13.02. Execution and Delivery of Security Guarantee.................................................115 Section 13.03. Release of a Guarantor.......................................................................116 Section 13.04. Waiver of Subrogation........................................................................116 Section 13.05. Reliance on Judicial Order or Certificate of Liquidating Agent Regarding Dissolution, etc. of Guarantors..........................................................117 Section 13.06. Article Thirteen Applicable to Paying Agents.................................................118 Section 13.07. No Suspension of Remedies....................................................................118 Section 13.08. Limitation of Subsidiary Guarantor's Liability...............................................118 Section 13.09. Contribution from Other Guarantors...........................................................118 Section 13.10. Obligations Reinstated.......................................................................119 Section 13.11. No Obligation To Take Action Against the Company.............................................119 Section 13.12. Dealing with the Company and Others..........................................................119
-v- Exhibit A-1 - Form of Series A Security Exhibit A-2 - Form of Series B Security Exhibit B - Form of Legend for Book-Entry Securities Exhibit C - Form of Certificate To Be Delivered in Connection with Transfers to Non-QIB Accredited Investors Exhibit D - Form of Certificate To Be Delivered in Connection with Transfers Pursuant to Regulation S Exhibit E - Form of Security Guarantee
- ------------ Note: This Table of Contents shall not, for any purpose, be deemed a part of the Indenture. -vi- INDENTURE, dated as of June 16, 1997, between CHEMICAL LEAMAN CORPORATION, a Pennsylvania corporation (the "Company"), as issuer, and FIRST UNION NATIONAL BANK, as trustee (the "Trustee"). RECITALS The Company has duly authorized the creation of an issue of (i) 10-3/8% Senior Notes due 2005, Series A, and (ii) 10-3/8% Senior Notes due 2005, Series B, to be issued in exchange for the 10-3/8% Senior Notes due 2005, Series A, pursuant to the Registration Rights Agreement (together, the "Securities", such term to include the Initial Securities, the Private Exchange Securities, if any, and the Unrestricted Securities, if any, treated as a single class of securities under this Indenture), of substantially the tenor and amount hereinafter set forth, and to provide therefor the Company has duly authorized the execution and delivery of this Indenture. All things necessary have been done to make the Securities, when executed by the Company and authenticated and delivered hereunder and duly issued by the Company, the valid obligations of the Company and to make this Indenture a valid agreement of the Company and the Trustee in accordance with the terms hereof. NOW, THEREFORE, THIS INDENTURE WITNESSETH: For and in consideration of the premises and the purchase of the Securities by the Holders (as hereinafter defined) thereof, it is mutually covenanted and agreed, for the equal and proportionate benefit of all Holders of the Securities, as follows: ARTICLE ONE DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION Section 1.01. Definitions. "Accounts Receivable Subsidiary" means Pickering Way Funding Corp. and any other present or future Subsidiary of the Company that is, directly or indirectly, wholly owned by the Company (other than director qualifying shares) and organized for the purpose of and engaged in (i) purchasing, financing, and collecting accounts receivable obligations of customers of the Company or its Subsidiaries, (ii) the sale or financing of such accounts receivable or interests therein and (iii) other activities incident thereto. "Acquired Indebtedness" means Indebtedness of a Person (i) assumed in connection with an Asset Acquisition from such Person or (ii) existing at the time such Person becomes a Restricted Subsidiary of any other Person (other than any Indebtedness incurred in connection with, or in contemplation of, such Asset Acquisition or such Person becoming such a Restricted Subsidiary). "Act" has the meaning set forth in Section 1.04. "Affiliate" means, with respect to any specified Person, any other Person directly or indirectly controlling or controlled by or under direct or indirect common control with such specified Person. For the purposes of this definition, "control" when used with respect to any specified Person means the power to direct the management and policies of such Person, directly or indirectly, whether through the ownership of Voting Stock, by contract or otherwise; and the terms "controlling" and "controlled" have meanings correlative to the foregoing. "Affiliate Transaction" has the meaning set forth in Section 10.14. "Agent Members" has the meaning set forth in Section 3.15. "Asset Acquisition" means (i) an Investment by the Company or any Restricted Subsidiary in any other Person pursuant to which such Person will become a Restricted Subsidiary or will be merged or consolidated with or into the Company or any Restricted Subsidiary or (ii) the acquisition by the Company or any Restricted Subsidiary of the assets of any Person which constitute substantially all of the assets of such Person, or any division or line of business of such Person, or which is otherwise outside of the ordinary course of business. "Asset Sale" means any direct or indirect sale, issuance, conveyance, transfer, lease or other disposition (including, without limitation, any merger, consolidation or sale-leaseback transaction) to any Person other than the Company or a Restricted Subsidiary, in one or a series of related transactions, of (i) any Capital Stock of any Restricted Subsidiary; (ii) all or substantially all of the assets of any -2- division or line of business of the Company or any Restricted Subsidiary; or (iii) any other properties or assets of the Company or any Restricted Subsidiary other than in the ordinary course of business. For the purposes of this definition, the term "Asset Sale" will not include (a) any sale, issuance, conveyance, transfer, lease or other disposition of properties or assets that is governed by Section 8.01; provided, however, that any transaction consummated in compliance with Section 8.01 involving a sale, conveyance, transfer, lease or other disposition of less than all of the properties or assets of the Company shall be deemed to be an Asset Sale with respect to the properties or assets of the Company that are not so sold, conveyed, transferred, leased or otherwise disposed of in such transaction; (b) sales of property of equipment that have become worn out, obsolete or damaged or otherwise unsuitable for use in connection with the business of the Company or any Restricted Subsidiary, as the case may be; (c) any sale, conveyance, transfer, lease or other disposition of accounts receivables to an Accounts Receivable Subsidiary in the ordinary course of business; or (d) any transaction consummated in compliance with Section 10.13. For purposes of Section 10.15, the term "Asset Sale" shall not include any sale, conveyance, transfer, lease or other disposition of any property or asset, whether in one transaction or a series of related transactions, (i) involving assets with a Fair Market Value not in excess of $250,000 or (ii) constituting a Capitalized Lease Obligation. "Asset Sale Offer" has the meaning set forth in Section 10.15. "Asset Sale Offer Purchase Date" has the meaning set forth in Section 10.15. "Average Life to Stated Maturity" means, with respect to any Indebtedness, as at any date of determination, the quotient obtained by dividing (i) the sum of the products of (a) the number of years from such date to the date or dates of each successive scheduled principal payment (including, without limitation, any sinking fund requirements) of such Indebtedness multiplied by (b) the amount of each such principal payment by (ii) the sum of all such principal payments. "Bankruptcy Law" means Title 11, United States Code or any similar federal or state law relating to bankruptcy, insolvency, receivership, winding-up, liquidation, reorganization or relief of debtors or the law of any other jurisdiction relating to bankruptcy, insolvency, receivership, winding-up, -3- liquidation, reorganization or relief of debtors or any amendment to, succession to or change in any such law. "Bankruptcy Order" means any court order made in a proceeding pursuant to or within the meaning of any Bankruptcy Law, containing an adjudication of bankruptcy or insolvency, or providing for liquidation, receivership, winding-up, dissolution or reorganization, or appointing a Custodian of a debtor or of all or any substantial part of a debtor's property, or providing for the staying, arrangement, adjustment or composition of indebtedness or other relief of a debtor. "Board of Directors" means the board of directors of the Company or any Guarantor, as the case may be, or any duly authorized committee of such board. "Board Resolution" means a copy of a resolution certified by the Secretary or an Assistant Secretary of the Company or any Guarantor, as the case may be, to have been duly adopted by its respective Board of Directors and to be in full force and effect on the date of such certification, and delivered to the Trustee. "Business Day" means each Monday, Tuesday, Wednesday, Thursday and Friday which is not a day on which banking institutions in the City of New York, State of New York are authorized or obligated by law, regulation or executive order to close. "Capital Stock" means, with respect to any Person, any and all shares, interests, participation, rights in or other equivalents (however designated) of such Person's capital stock, and any rights (other than debt securities convertible into capital stock), warrants or options exchangeable for or convertible into such capital stock. "Capitalized Lease Obligation" means any obligation under a lease of (or other agreement conveying the right to use) any property (whether real, personal or mixed) that is required to be classified and accounted for as a capital lease obligation under GAAP, and, for the purpose of this Indenture, the amount of such obligation at any date shall be the capitalized amount thereof at such date, determined in accordance with GAAP consistently applied. "Cash Equivalents" means, at any time, (i) any evidence of Indebtedness with a maturity of not more than one year issued or directly and fully guaranteed or insured by the -4- United States of America or any agency or instrumentality thereof (provided that the full faith and credit of the United States of America is pledged in support thereof); (ii) certificates of deposit or acceptances with a maturity of not more than one year of any financial institution that is a member of the Federal Reserve System having combined capital and surplus and undivided profits of not less than $500,000,000; (iii) commercial paper with a maturity of not more than one year issued by a corporation that is not an Affiliate of the Company organized under the laws of any state of the United States or the District of Columbia and rated at least A-1 by Standard & Poor's Corporation or at least P-1 by Moody's Investors Service, Inc.; and (iv) repurchase obligations with a term of not more than seven days for underlying securities of the types described in clauses (i) and (ii) above entered into with any financial institution meeting the qualifications specified in clause (ii) above. "Cedel" means Cedel Bank, Societe anonyme. "Change of Control" means the occurrence of any of the following events (whether or not approved by the Board of Directors of the Company): (i) any "person" or "group" (as such terms are used in Sections 13(d) and 14(d) of the Exchange Act), other than Permitted Holders, is or becomes the "beneficial owner" (as defined in Rules 13d-3 and 13d-5 under the Exchange Act, except that a Person shall be deemed to have "beneficial ownership" of all securities that such Person has the right to acquire, whether such right is exercisable immediately or only after the passage of time), directly or indirectly, of 50% of the total voting power of the then outstanding Voting Stock of the Company; (ii) the Company consolidates with, or merges with or into, another Person (other than a Wholly-Owned Restricted Subsidiary) or sells, assigns, conveys, transfers, leases or otherwise disposes of all or substantially all of its assets to any Person (other than a Wholly Owned Restricted Subsidiary), other than any such transaction where the holders of the Voting Stock of the Company immediately prior to such transaction own, directly or indirectly, not less than a majority of the total voting power of the then outstanding Voting Stock of the surviving or transferee corporation immediately after such transaction; (iii) during any consecutive two-year period, individuals who at the beginning of such period constituted the Board of Directors of the Company (together with any new directors whose election by such board or whose nomination for election by the stockholders of the Company was approved by a vote of 66 2/3% of the directors then still in office who were either directors at the beginning of such period -5- or whose election or nomination for election was previously so approved) cease for any reason to constitute a majority of the Board of Directors of the Company then in office; or (iv) any order, judgment or decree shall be entered against the Company decreeing the dissolution or split up of the Company and such order shall remain undischarged or unstayed for a period in excess of sixty days. "Change of Control Offer" has the meaning set forth in Section 10.10. "Change of Control Purchase Date" has the meaning set forth in Section 10.10. "Commission" means the Securities and Exchange Commission, as from time to time constituted, or if at any time after the execution of this Indenture the Securities and Exchange Commission is not existing and performing the applicable duties now assigned to it, then the body or bodies performing such duties at such time. "Company" means the person named as the "Company" in the first paragraph of this Indenture, until a successor person shall have become such pursuant to the applicable provisions of this Indenture, and thereafter "Company" shall mean such successor person. "Company Request" or "Company Order" means a written request or order signed in the name of the Company by any one of its Chairman of the Board, its Vice-Chairman, its Chief Executive Officer, its President or a Vice President, and by its Secretary or an Assistant Secretary or the Treasurer or an Assistant Treasurer, and delivered to the Trustee. "Consolidated Cash Flow Available for Fixed Charges" means, for any period, (i) the sum of, without duplication, the amounts for such period, taken as a single accounting period, of (a) Consolidated Net Income, (b) to the extent reducing Consolidated Net Income, Consolidated Non-cash Charges, (c) to the extent reducing Consolidated Net Income, Consolidated Interest Expense, and (d) to the extent reducing Consolidated Net Income, Consolidated Income Tax Expense less (ii) other non-cash items increasing Consolidated Net Income for such period. "Consolidated Fixed Charge Coverage Ratio" means the ratio of the aggregate amount of Consolidated Cash Flow Available for Fixed Charges of the Company for the four full fiscal quarters immediately preceding the date of the transaction (the -6- "Transaction Date") giving rise to the need to calculate the Consolidated Fixed Charge Coverage Ratio for which consolidated financial information of the Company is available (such four full fiscal quarter period being referred to herein as the "Four Quarter Period") to the aggregate amount of Consolidated Fixed Charges of the Company for such Four Quarter Period. For purposes of this definition, "Consolidated Cash Flow Available for Fixed Charges" and "Consolidated Fixed Charges" will be calculated, without duplication, after giving effect on a pro forma basis for the period of such calculation to (i) the incurrence of any Indebtedness of the Company or any of the Restricted Subsidiaries during the period commencing on the first day of the Four Quarter Period to and including the Transaction Date (the "Reference Period"), including, without limitation, the incurrence of the Indebtedness giving rise to the need to make such calculation, as if such incurrence occurred on the first day of the Reference Period, (ii) an adjustment to eliminate or include, as applicable, the Consolidated Cash Flow Available for Fixed Charges and Consolidated Fixed Charges of the Company directly attributable to assets which are the subject of any Asset Sale or Asset Acquisition (including, without limitation, any Asset Acquisition giving rise to the need to make such calculation as a result of the Company or one of the Restricted Subsidiaries (including any Person who becomes a Restricted Subsidiary as a result of the Asset Acquisition) incurring Acquired Indebtedness) occurring during the Reference Period, as if such Asset Sale or Asset Acquisition occurred on the first day of the Reference Period and (iii) the retirement of Indebtedness during the Reference Period which cannot thereafter be reborrowed occurring as if retired on the first day of the Reference Period. In calculating "Consolidated Fixed Charges" for purposes of determining the denominator (but not the numerator) of this "Consolidated Fixed Charge Coverage Ratio," (1) interest on Indebtedness determined on a fluctuating basis as of the Transaction Date and which will continue to be so determined thereafter will be deemed to accrue at a fixed rate per annum equal to the rate of interest on such Indebtedness in effect on the Transaction Date; (2) if interest on any Indebtedness actually incurred on the Transaction Date may optionally be determined at an interest rate based upon a factor of a prime or similar rate, a eurocurrency interbank offered rate, or other rates, then the interest rate in effect on the Transaction Date shall be deemed to have been in effect during the Reference Period; and (3) notwithstanding clause (1) above, interest on Indebtedness determined on a fluctuating basis, to the extent such interest is covered by agreements relating to Interest Rate Protection Obligations, will be deemed to accrue at the rate per annum resulting after giving effect to the -7- operation of such agreements. If the Company or any Restricted Subsidiaries directly or indirectly guarantees Indebtedness of a third Person, the above definition will give effect to the incurrence of such guaranteed Indebtedness as if the Company or any Restricted Subsidiary had directly incurred or otherwise assumed such guaranteed Indebtedness. For purposes of this definition, with respect to any calculation pursuant to which the Four Quarter Period includes a fiscal quarter prior to March 30, 1997, "Consolidated Cash Flow Available for Fixed Charges" and "Consolidated Fixed Charges" will be calculated, without duplication, as if any Accounts Receivable Subsidiary was an Unrestricted Subsidiary at all times during such Four Quarter Period. "Consolidated Fixed Charges" means, for any period, the sum of, without duplication, the amounts for such period of (i) Consolidated Interest Expense; and (ii) the aggregate amount of cash dividends and other distributions paid or accrued during such period in respect of Redeemable Capital Stock of the Company. "Consolidated Income Tax Expense" means, for any period, the provision for federal, state, local and foreign income taxes payable by the Company and the Restricted Subsidiaries for such period as determined on a consolidated basis in accordance with GAAP. "Consolidated Interest Expense" means, for any period, without duplication, the sum of (a) the interest expense of the Company and the Restricted Subsidiaries for such period as determined on a consolidated basis in accordance with GAAP, including, without limitation, (i) any amortization of debt discount attributable to such period, (ii) the net cost under Interest Rate Protection Obligations (including any amortization of discounts), (iii) the interest portion of any deferred payment obligation, (iv) all commissions, discounts and other fees and charges owed with respect to letters of credit and bankers' acceptance financing and (v) all capitalized interest and all accrued interest, and (b) all but the principal component of Capitalized Lease Obligations paid, accrued and/or scheduled to be paid or accrued by the Company and the Restricted Subsidiaries during such period and as determined on a consolidated basis in accordance with GAAP. "Consolidated Net Income" means, for any period, the consolidated net income (or loss) of the Company and the Restricted Subsidiaries for such period as determined in accordance with GAAP, adjusted, to the extent included in -8- calculating such net income, by excluding, without duplication, (i) all extraordinary gains or losses (net of fees and expenses relating to the transaction giving rise thereto), (ii) income of the Company and its Restricted Subsidiaries derived from or in respect of Investments in Unrestricted Subsidiaries, except to the extent that cash dividends or distributions are actually received by the Company or a Restricted Subsidiary, (iii) the portion of net income (or loss) of the Company and the Restricted Subsidiaries allocable to minority interests in unconsolidated Persons, except to the extent that cash dividends or distributions are actually received by the Company or one of the Restricted Subsidiaries, (iv) net income (or loss) of any Person combined with the Company or one of the Restricted Subsidiaries in a "pooling of interests" basis attributable to any period prior to the date of combination, (v) gains or losses in respect of any Asset Sales by the Company or one of the Restricted Subsidiaries (net of fees and expenses relating to the transaction giving rise thereto), and (vi) the net income of any Restricted Subsidiary to the extent that the declaration of dividends or similar distributions by that Restricted Subsidiary of that income is not at the time permitted, directly or indirectly, by operation of the terms of its charter or any agreement, instrument, judgment, decree, order, statute, rule or governmental regulations applicable to that Restricted Subsidiary or its stockholders. "Consolidated Net Worth" with respect to any Person means the equity of the holders of Capital Stock of such Person and its Restricted Subsidiaries (excluding any Redeemable Capital Stock), as reflected in a balance sheet of such Person determined on a consolidated basis and in accordance with GAAP. "Consolidated Non-cash Charges" means, for any period, the aggregate depreciation, amortization and other non-cash expenses of the Company and the Restricted Subsidiaries reducing Consolidated Net Income for such period (other than any non-cash item requiring an accrual or reserve for cash disbursements in any future period), determined on a consolidated basis in accordance with GAAP. "consolidation" means, with respect to any Person, the consolidation of the accounts of its Restricted Subsidiaries with those of such Person, all in accordance with GAAP; provided, however, that "consolidation" will not include consolidation of the accounts of any Unrestricted Subsidiary with the accounts of such Person. The term "consolidated" has a correlative meaning to the foregoing. -9- "Consulting Agreement" means the Consultant Agreement between the Company and George McFadden dated as of January 1, 1995, as amended and in effect from time to time. "Corporate Trust Office" means the office of the Trustee at which at any particular time its corporate trust business shall be principally administered, which office at the date of execution of this Indenture is located at 40 Broad Street, Suite 550, Fifth Floor, New York, New York 10004. "covenant defeasance" has the meaning set forth in Section 4.03. "Currency Agreement" means any foreign exchange contract, currency swap agreement or other similar agreement or arrangement designed to protect the Company against fluctuations in currency values. "Custodian" means any receiver, interim receiver, receiver and manager, receiver-manager, trustee, assignee, liquidator, sequestrator or similar official under any Bankruptcy Law or any other law respecting secured creditors and the enforcement of their security or any other person with like powers whether appointed judicially or out of court and whether pursuant to an interim or final appointment. "Default" means any event that is, or after notice or passage of time or both would be, an Event of Default. "Defaulted Interest" has the meaning set forth in Section 3.07. "defeasance" has the meaning set forth in Section 4.02. "Defeased Securities" has the meaning set forth in Section 4.01. "Depository" means The Depository Trust Company, its nominees and successors. "Designation" has the meaning set forth in Section 10.20. "Designation Amount" has the meaning set forth in Section 10.20. -10- "Domestic Subsidiary" means a Restricted Subsidiary organized under the laws of the United States, any State or territory thereof or the District of Columbia. "Euroclear" means Morgan Guaranty Trust Company of New York, Brussels Office, as operator of the Euroclear System. "Event of Default" has the meaning set forth in Section 5.01. "Exchange Act" means the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated by the Commission thereunder. "Exchange Offer" has the meaning specified in the Registration Rights Agreement. "Exchange Securities" means the 10-3/8% Senior Notes due 2005, Series B, to be issued in exchange for the Initial Securities pursuant to the Registration Rights Agreement. "Fair Market Value" means, with respect to any asset, the price which could be negotiated in an arm's-length free market transaction, for cash, between a willing seller and a willing buyer, neither of which is under pressure or compulsion to complete the transaction. Fair Market Value shall be determined by the Board of Directors of the Company acting in good faith evidenced by a Board Resolution delivered to the Trustee. "Four Quarter Period" has the meaning set forth in the definition of "Consolidated Fixed Charge Coverage Ratio." "GAAP" means, at any date of determination, generally accepted accounting principles in effect in the United States which are applicable at the date of determination and which are consistently applied for all applicable periods. "Global Securities" means one or more Regulation S Global Securities and 144A Global Securities. "guarantee" means, as applied to any obligation, (i) a guarantee (other than by endorsement of negotiable instruments for collection in the ordinary course of business), direct or indirect, in any manner, of any part or all of such obligation and (ii) an agreement, direct or indirect, contingent or otherwise, the practical effect of which is to assure in any way the payment or performance (or payment of damages in the event of non-performance) of all or -11- any part of such obligation, including, without limiting the foregoing, the payment of amounts drawn down by letters of credit. A guarantee shall include, without limitation, any agreement to maintain or preserve any other Person's financial condition or to cause any other Person to achieve certain levels of operating results. "Guarantor" means each Domestic Subsidiary, formed, created or acquired before or after the Issue Date, required to become a Guarantor after the Issue Date pursuant to Section 10.17. "Holder" or "Securityholder" means a Person in whose name a Security is registered in the Security Register. "incur" has the meaning set forth in Section 10.11. "Incurrence," "incurred" and "incurring" shall have the meanings correlative to the foregoing. "Indebtedness" means, with respect to any Person, without duplication, (i) all indebtedness of such Person for borrowed money or for the deferred purchase price of property or services, excluding any trade payable and other accrued current liabilities incurred in the ordinary course of business, but including, without limitation, all obligations, contingent or otherwise, of such Person in connection with any letters of credit, bankers acceptance or other similar credit transaction and in connection with any agreement to purchase, redeem, exchange, convert or otherwise acquire for value any Capital Stock of such Person, or any warrants, rights or options to acquire such Capital Stock, now or hereafter outstanding, (ii) all obligations of such Person evidenced by bonds, notes, debentures or other similar instruments, (iii) all indebtedness created or arising under any conditional sale or other title retention agreement with respect to property acquired by such Person (even if the rights and remedies of the seller or lender under such agreement in the event of default are limited to repossession or sale of such property), but excluding trade accounts payable arising in the ordinary course of business, (iv) all Capitalized Lease Obligations of such Person, (v) all Indebtedness referred to in the preceding clauses of other Persons and all dividends of other Persons, the payment of which is secured by (or for which the holder of such Indebtedness has an existing right, contingent or otherwise, to be secured by) any Lien upon property (including, without limitation, accounts and contract rights) owned by such Person, even though such Person has not assumed or become liable for the payment of such Indebtedness (the amount of such obligation being deemed to be the lesser of the value of such property or asset or the amount of the -12- obligation so secured), (vi) all guarantees of Indebtedness by such Person, (vii) except for purposes of Section 10.13, all Redeemable Capital Stock valued at the greater of its voluntary or involuntary maximum fixed repurchase price plus accrued and unpaid dividends, (viii) all obligations under or in respect of Currency Agreements and Interest Rate Protection Obligations of such Person, and (ix) any amendment, supplement, modification, deferral, renewal, extension or refunding of any liability of the types referred to in clauses (i) through (viii) above. For purposes hereof, the "maximum fixed repurchase price" of any Redeemable Capital Stock which does not have a fixed repurchase price will be calculated in accordance with the terms of such Redeemable Capital Stock as if such Redeemable Capital Stock were purchased on any date on which Indebtedness will be required to be determined pursuant to this Indenture, and if such price is based upon, or measured by, the Fair Market Value of such Redeemable Capital Stock, such Fair Market Value is to be determined in good faith by the Board of Directors of the issuer of such Redeemable Capital Stock. Indebtedness (a) shall never be calculated taking into account any cash and cash equivalents held by such Person; (b) shall not include obligations of any Person (x) arising from the honoring by a bank or other financial institution of a check, draft or similar instrument inadvertently drawn against insufficient funds in the ordinary course of business, provided that such obligations are extinguished within two Business Days of their incurrence or (y) resulting from the endorsement of negotiable instruments for collection in the ordinary course of business and consistent with past business practices; and (c) which provides that an amount less than the principal amount thereof shall be due upon any declaration of acceleration thereof shall be deemed to be incurred or outstanding in an amount equal to the accreted value thereof at the date of determination. "Indenture" means this instrument as originally executed (including all exhibits and schedules hereto) and as it may from time to time be supplemented or amended by one or more indentures supplemental hereto entered into pursuant to the applicable provisions hereof. "Indenture Obligations" means the obligations of the Company and any other obligor under this Indenture or under the Securities, to pay principal of, premium, if any, and interest on the Securities when due and payable, whether at maturity, by acceleration, call for redemption or repurchase or otherwise, and all other amounts due or to become due under or in connection with this Indenture, the Securities or the Security Guarantees and the performance of all -13- other obligations to the Trustee (including, but not limited to, payment of all amounts due the Trustee under Section 6.07 hereof) and the Holders of the Securities under this Indenture, the Securities and the Security Guarantees, according to the terms thereof. "Independent Financial Advisor" means a nationally recognized accounting, appraisal or investment banking firm (i) which does not, and whose directors, officers and employees or Affiliates do not have, a direct or indirect financial interest in the Company and (ii) which, in the judgment of the Board of Directors of the Company, is otherwise independent and qualified to perform the task for which it is to be engaged. "Initial Purchasers" means Merrill Lynch and Schroder Wertheim & Co. Incorporated. "Initial Securities" means the 10-3/8% Senior Notes due 2005, Series A, of the Company. "Institutional Accredited Investor" means an institution that is an "accredited investor" as that term is defined in Rule 501(a)(1), (2), (3) or (7) under the Securities Act. "interest," when used with respect to any Security, means the amount of all interest accruing on such Security, including all additional interest payable on the Securities pursuant to the Registration Rights Agreement and all interest accruing subsequent to the occurrence of any events specified in Sections 5.01(h), (i) and (j) or which would have accrued but for any such event, whether or not such claims are allowable under applicable law. "Interest Payment Date" means, when used with respect to any Security, the Stated Maturity of an installment of interest on such Security, as set forth in such Security. "Interest Rate Protection Obligations" means the obligations of any Person pursuant to any arrangement with any other Person whereby, directly or indirectly, such Person is entitled to receive from time to time periodic payments calculated by applying either a floating or a fixed rate of interest on a stated notional amount in exchange for periodic payments made by such Person calculated by applying a fixed or a floating rate of interest on the same notional amount or any other arrangement involving payments by or to such Person based upon fluctuations in interest rates. -14- "Investment" means, with respect to any Person, any direct or indirect advance, loan or other extension of credit (including by means of a guarantee) or capital contribution to (by means of any transfer of cash or other property to others or any payment for property or services for the account or use of others or otherwise), or any purchase or acquisition by such Person of any Capital Stock, bonds, notes, debentures or other securities or evidences of Indebtedness issued by any other Person. Investments shall exclude extensions of trade credit on commercially reasonable terms in accordance with normal trade practices. In addition to the foregoing, any Currency Agreement, Interest Rate Protection Obligation or similar agreement shall constitute an Investment. "Issue Date" means June 16, 1997. "Lien" means any mortgage, charge, pledge, lien (statutory or other), privilege, security interest, hypothecation, cessation and transfer, lease of real property, assignment for security, claim, deposit arrangement, or preference or priority or other encumbrance upon or with respect to any property of any kind, whether real, personal or mixed, movable or immovable, now owned or hereafter acquired. A Person shall be deemed to own subject to a Lien any property which it has acquired or holds subject to the interest of a vendor or lessor under any conditional sale agreement, capital lease or other title retention agreement. "Material Subsidiary" means each Restricted Subsidiary of the Company that is a "significant subsidiary" as defined in Rule 1-02 of Regulation S-X under the Securities Act and the Exchange Act (as such regulation is in effect on the Issue Date). "Maturity Date" means, with respect to any Security, the date on which any principal of such Security becomes due and payable as therein or herein provided, whether at the Stated Maturity with respect to such principal or by declaration of acceleration, call for redemption or purchase or otherwise. "Merrill Lynch" means Merrill Lynch, Pierce, Fenner & Smith Incorporated. "Net Cash Proceeds" means, with respect to any Asset Sale, the proceeds thereof in the form of cash or Cash Equivalents including payments in respect of deferred payment obligations when received in the form of cash or Cash -15- Equivalents (except to the extent that such obligations are financed or sold with recourse to the Company or any Restricted Subsidiary) net of (i) brokerage commissions and other reasonable fees and expenses (including fees and expenses of legal counsel and investment bankers) related to such Asset Sale, (ii) provisions for all taxes payable as a result of such Asset Sale, (iii) amounts required to be paid to any Person (other than the Company or any Restricted Subsidiary) owning a beneficial interest in or having a Lien on the assets subject to the Asset Sale and (iv) appropriate amounts to be provided by the Company or any Restricted Subsidiary, as the case may be, as a reserve required in accordance with GAAP consistently applied against any liabilities associated with such Asset Sale and retained by the Company or any Restricted Subsidiary, as the case may be, after such Asset Sale, including, without limitation, pension and other post-employment benefit liabilities, liabilities related to environmental matters and liabilities under any indemnification obligations associated with such Asset Sale (provided that the amount of any such reserves shall be deemed to constitute Net Cash Proceeds at the time such reserves shall have been released or are not otherwise required to be retained as a reserve). "New Revolving Credit Facility" means the Credit Agreement dated as of June 16, 1997 among the Company, CoreStates Bank, N.A., as Administrative Agent (or any successor administrative agent), and the other financial institutions signatory thereto from time to time, as in effect on the Issue Date, and as such agreement may be amended, renewed, extended, refinanced, substituted or replaced in whole, supplemented or otherwise modified from time to time, and includes (a) related Notes, guarantees and other agreements executed in connection therewith and (b) any agreement (i) extending the maturity of all or any portion of the Indebtedness thereunder, (ii) adding guarantors thereunder and (iii) increasing the amount to be borrowed thereunder; provided, however, that in the case of clauses (ii) and (iii), any such agreement is not prohibited by the Indenture. "Non-U.S. Person" has the meaning assigned to such term in Regulation S. "Offering Memorandum" means the Offering Memorandum dated June 10, 1997 pursuant to which the Securities were offered, and any supplement thereto. -16- "Officer" means, with respect to the Company or any Guarantor, the Chairman of the Board, a Vice Chairman, the President, a Vice President, the Secretary or the Treasurer. "Officers' Certificate" means a certificate complying with the requirements of Section 10.21 signed by the Chairman of the Board, a Vice Chairman, the President or a Vice President, and by the Secretary, an Assistant Secretary, the Treasurer or an Assistant Treasurer, of the Company or any Guarantor, as the case may be, and delivered to the Trustee. "144A Global Security" means a permanent global security in registered form representing the aggregate principal amount of Securities sold in reliance on Rule 144A under the Securities Act. "Opinion of Counsel" means a written opinion of counsel complying with the requirements of Section 10.21 who may be counsel for the Company, a Guarantor, or the Trustee, and who shall not be unacceptable to the Trustee. "Other Indebtedness" has the meaning set forth in Section 10.17. "Other Senior Debt Pro Rata Share" means the amount of the Net Cash Proceeds obtained by multiplying the amount of such Net Cash Proceeds by a fraction, (i) the numerator of which is the lesser of the aggregate principal face amount or accreted value of all Indebtedness (other than (x) the Securities and (y) Subordinated Indebtedness) of the Company and any Guarantor outstanding at the time of the applicable Asset Sale with respect to which the Company or a Guarantor, as the case may be, is required to use Net Cash Proceeds to repay or make an offer to purchase and repay and (ii) the denominator of which is the sum of (a) the aggregate principal amount of all Securities outstanding at the time of the applicable Asset Sale and (b) the lesser of the aggregate principal face amount or accreted value of all other Indebtedness (other than Subordinated Indebtedness) of the Company or a Guarantor outstanding at the time of the applicable Asset Sale with respect to which the Company or a Guarantor, as the case may be, is required to use the Net Cash Proceeds to repay or to offer to purchase and repay. -17- "Outstanding" means, as of the date of determination, all Securities theretofore authenticated and delivered under this Indenture, except: (i) Securities theretofore canceled by the Trustee or delivered to the Trustee for cancellation; (ii) Securities, or portions thereof, for whose payment or redemption money in the necessary amount has been theretofore deposited with the Trustee or any Paying Agent (other than the Company or any Guarantor or any Affiliate thereof) in trust or set aside and segregated in trust by the Company or any Guarantor or any Affiliate thereof (if the Company or such Guarantor or Affiliate shall act as Paying Agent) for the Holders of such Securities; provided, however, that if such Securities are to be redeemed, notice of such redemption has been duly given pursuant to this Indenture or provision therefor satisfactory to the Trustee has been made; (iii) Securities with respect to which the Company has effected defeasance or covenant defeasance as provided in Article Four, to the extent provided in Sections 4.02 and 4.03; and (iv) Securities in exchange for or in lieu of which other Securities have been authenticated and delivered pursuant to this Indenture and in respect of which there shall not have been presented to the Trustee proof satisfactory to it that such Securities are held by a bona fide purchaser in whose hands the Securities are valid obligations of the Company; provided, however, that in determining whether the Holders of the requisite principal amount of Outstanding Securities have given any request, demand, authorization, direction, notice, consent or waiver hereunder, Securities owned by the Company, any Guarantor or any other obligor upon the Securities or any Affiliate of the Company, any Guarantor or such other obligor shall be disregarded and deemed not to be Outstanding, except that, in determining whether the Trustee shall be protected in relying upon any such request, demand, authorization, direction, notice, consent or waiver, only Securities that a Responsible Officer of the Trustee knows to be so owned shall be so disregarded. The Company shall notify the Trustee, in writing, when it repurchases or otherwise acquires Securities, of the aggregate principal amount of such Securities so repurchased or otherwise acquired. Securities so owned which have -18- been pledged in good faith may be regarded as Outstanding if the pledgee establishes to the satisfaction of the Trustee the pledgee's right so to act with respect to such Securities and that the pledgee is not the Company, any Guarantor or any other obligor upon the Securities or any Affiliate of the Company, any Guarantor or such other obligor. If the Paying Agent holds, in its capacity as such, on any Maturity Date or on any optional redemption date money sufficient to pay all accrued interest and principal with respect to such Securities payable on that date and is not prohibited from paying such money to the Holders thereof pursuant to the terms of this Indenture, then on and after that date such Securities shall cease to be Outstanding and interest on them shall cease to accrue. Securities may also cease to be outstanding to the extent expressly provided in Article Four. "Outstanding Preferred Stock" means all shares of Preferred Stock of the Company issued and outstanding as of the Issue Date. "Paying Agent or Agent" has the meaning set forth in Section 3.02. "Permitted Holders" means, at any particular date, (i) each of (A) David R. Hamilton, (B) George McFadden and (C) John McFadden; (ii) the spouse, ancestors, siblings, descendants (including children or grandchildren by adoption) of (A) any of the Persons described in clause (i) or (B) any spouse, ancestor, sibling or descendent (including children or grandchildren by adoption) of any of the Persons described in clause (i); (iii) in the event of the incompetence or death of any of the Persons described in clauses (i) and (ii), such Person's estate, executor, administrator, committee or other personal representative, in each case who shall beneficially own or have the right to acquire, directly or indirectly, Capital Stock of the Company; (iv) any trusts created for the benefit of the Persons described in clause (i), (ii) or (iii) or any trust for the benefit of any such trust. "Permitted Indebtedness" has the meaning set forth in Section 10.11. "Permitted Investments" means (a) Cash Equivalents; (b) Investments in prepaid expenses, negotiable instruments held for collection and lease, utility and workers' compensation, performance and other similar deposits; (c) loans and advances to employees made in the ordinary course of business not to exceed $250,000 in the aggregate at any one time outstanding; (d) loans and advances to -19- David R. Hamilton made after the Issue Date not to exceed $350,000 in the aggregate at any one time outstanding; (e) Interest Rate Protection Obligations and Currency Agreements permitted under clause (vii) or (viii) of the second paragraph of Section 10.11; (f) Investments represented by accounts receivable created or acquired in the ordinary course of business; (g) Investments in the form of the sale (on a "true-sale" non-recourse basis) of receivables transferred from the Company or any Restricted Subsidiary to an Accounts Receivable Subsidiary as a capital contribution or in exchange for Indebtedness of such Accounts Receivable Subsidiary or cash in the ordinary course of business; (h) Investments existing on the Issue Date and any renewal or replacement thereof on terms and conditions no less favorable in any respect than that existing on the Issue Date; (i) any Investment to the extent that the consideration therefor is Capital Stock (other than Redeemable Capital Stock) of the Company; and (j) bonds, Securities, debentures or other securities received in connection with an Asset Sale permitted under Section 10.15, not to exceed 15% of the total consideration in such Asset Sale. "Permitted Liens" means (a) Liens on property of (or Capital Stock of) a Person existing at the time such Person (i) is merged into or consolidated with the Company or any Restricted Subsidiary or (ii) becomes a Restricted Subsidiary; provided, however, that such Liens were in existence prior to the contemplation of such merger, consolidation or acquisition and do not attach to any property or assets of the Company or any Restricted Subsidiary other than the property or assets subject to the Liens prior to such merger, consolidation or acquisition; (b) Liens imposed by law such as landlords', carriers', warehousemen's and mechanics' Liens and other similar Liens arising in the ordinary course of business which secure payment of obligations not more than 60 days past due or which are being contested in good faith and by appropriate proceedings; (c) Liens existing on the Issue Date; (d) Liens securing only the Securities; (e) Liens in favor of the Company or any Restricted Subsidiary; (f) Liens for taxes, assessments or governmental charges or claims that are not yet delinquent for more than 90 days or that are being contested in good faith by appropriate proceedings promptly instituted and diligently concluded; provided, however, that any reserve or other appropriate provision as shall be required in conformity with GAAP shall have been made therefor; (g) easements, reservation of rights of way, restrictions and other similar easements, licenses, restrictions on the use of properties, or imperfections of title that in the aggregate are not material in amount and do not in any case materially detract -20- from the properties subject thereto or interfere with the ordinary conduct of the business of the Company and the Restricted Subsidiaries; (h) Liens resulting from the deposit of cash or notes in connection with contracts, tenders or expropriation proceedings, or to secure workers' compensation, surety or appeal bonds, costs of litigation when required by law, public and statutory obligations, obligations under franchise arrangements entered into in the ordinary course of business and other obligations of a similar nature arising in the ordinary course of business; (i) Liens on property of the Company securing the New Revolving Credit Facility; (j) Liens securing Indebtedness consisting of Capitalized Lease Obligations, Purchase Money Indebtedness (other than Indebtedness incurred in connection with an Asset Acquisition), mortgage financings, industrial revenue bonds or other monetary obligations, in each case incurred solely for the purpose of financing all or any part of the purchase price or cost of construction or installation of assets used in the business of the Company or the Restricted Subsidiaries, or repairs, additions or improvements to such assets; provided, however, that (I) such Liens secure Indebtedness in an amount not in excess of the original purchase price or the original cost of any such assets or repair, addition or improvement thereto (plus an amount equal to the reasonable fees and expenses in connection with the incurrence of such Indebtedness), (II) such Liens do not extend to any other assets of the Company or the Restricted Subsidiaries (and, in the case of repairs, additions or improvements to any such assets, such Lien extends only to the assets (and improvements thereto or thereon) repaired, added to or improved), (III) the incurrence of such Indebtedness is permitted under Section 10.11 and (IV) such Liens attach prior to 90 days after such purchase, construction, installation, repair, addition or improvement; (k) Liens to secure any Refinancings (or successive Refinancings), in whole or in part, of any Indebtedness secured by Liens referred to in the clauses above so long as such Lien does not extend to any other property (other than improvements thereto); (l) Liens securing letters of credit entered into in the ordinary course of business and consistent with past business practice; (m) Liens on and pledges of the Capital Stock of any Unrestricted Subsidiary securing any Indebtedness of such Unrestricted Subsidiary; (n) leases or subleases granted to others that do not materially interfere with the ordinary course of business of the Company and the Restricted Subsidiaries, taken as a whole; (o) any interest or title of a lessor in the property subject to any lease or located on the real property subject to any lease; (p) Liens arising from the rendering of a final judgment or order against the Company or any Restricted Subsidiary that does not give -21- rise to an Event of Default; and (q) Liens on property existing at the time such property is acquired by the Company or any Restricted Subsidiary so long as such acquisition (including the assumption of any Indebtedness in connection therewith) does not violate any of the terms of the Indenture and such Liens were in existence prior to the contemplation of such acquisition and do not attach to any other property of the Company or such Restricted Subsidiary. "Person" means any individual, corporation, limited liability company, partnership, joint venture, association, joint-stock company, trust, unincorporated organization or government or any agency or political subdivision thereof. "Physical Securities" has the meaning set forth in Section 3.03. "Preferred Stock" means, with respect to any Person, Capital Stock of any class or classes (however designated) of such Person which is preferred as to the payment of dividends or distributions, or as to the distribution of assets upon any voluntary or involuntary liquidation or dissolution of such Person, over Capital Stock of any other class of such Person. "Private Exchange Securities" has the meaning set forth in the Registration Rights Agreement. "Private Placement Legend" shall mean the legend initially set forth in the Securities in the form set forth on Exhibit A-1. "Purchase Money Indebtedness" means Indebtedness of the Company or any Restricted Subsidiary incurred for the purpose of financing all or any part of the purchase price or the cost of construction or improvement of any property, provided that the aggregate principal amount of such Indebtedness does not exceed the lesser of the Fair Market Value of such property or such purchase price or cost. "Qualified Institutional Buyer" or "QIB" has the meaning specified in Rule 144A under the Securities Act. "Redeemable Capital Stock" means any class or series of Capital Stock to the extent that, either by its terms, by the terms of any security into which it is convertible or exchangeable, or by contract or otherwise, is or upon the happening of an event or passage of time would be, required to be redeemed prior to the final Stated Maturity of the Securities or is redeemable at the option of -22- the holder thereof at any time prior to such Stated Maturity, or is convertible into or exchangeable for debt securities at any time prior to such Stated Maturity. "Redemption Date" means, with respect to any particular Security to be redeemed, the date fixed for such redemption pursuant to this Indenture and the terms of the Securities. "Redemption Price" means, with respect to any particular Security to be redeemed, the price at which such Security is to be redeemed pursuant to this Indenture and the terms of the Securities. "Reference Period" has the meaning set forth in the definition of "Consolidated Fixed Charge Coverage Ratio." "Refinance" means, with respect to any Indebtedness, any refinancing, redemption, retirement, renewal, replacement, extension or refunding of such Indebtedness. "Registrable Securities" has the meaning set forth in the Registration Rights Agreement. "Registrar" has the meaning set forth in Section 3.02. "Registration Rights Agreement" means the Registration Rights Agreement dated as of June 16, 1997 by and between the Company and the Initial Purchasers, as the same may be amended, supplemented or otherwise modified from time to time in accordance with the terms thereof. "Regular Record Date" means the Regular Record Date specified in the Securities. "Regulation S" means Regulation S under the Securities Act. "Regulation S Global Security" means a permanent global Security in registered form representing the aggregate principal amount of Securities sold in reliance on Regulation S under the Securities Act. "Required Filing Dates" has the meaning set forth in Section 10.09. -23- "Responsible Officer" means, with respect to the Trustee, the chairman or vice chairman of the board of directors, the chairman or vice chairman of the executive committee of the board of directors, the president, any vice president, the secretary, any assistant secretary, the treasurer, any assistant treasurer, the cashier, any assistant cashier, any trust officer or assistant trust officer, the controller and any assistant controller or any other officer of the Trustee customarily performing functions similar to those performed by any of the above designated officers and also means, with respect to a particular corporate trust matter, any other officer of the Trustee to whom such corporate trust matter is then referred because of his or her knowledge of and familiarity with the particular subject. "Restricted Payment" has the meaning set forth in Section 10.13. "Restricted Period" has the meaning set forth in Section 3.16. "Restricted Security" means a Security that constitutes a "restricted security" within the meaning of Rule 144(a)(3) under the Securities Act; provided, however, that the Trustee shall be entitled to request and conclusively rely on an Opinion of Counsel with respect to whether any Security constitutes a Restricted Security. "Restricted Subsidiary" means any Subsidiary of the Company (other than an Accounts Receivable Subsidiary) that has not been designated by the Board of Directors of the Company, by a Board Resolution delivered to the Trustee, as an Unrestricted Subsidiary pursuant to and in compliance with Section 10.20. Any such designation may be revoked by a Board Resolution of the Company delivered to the Trustee, subject to the provisions of Section 10.20. "Revocation" has the meaning set forth in Section 10.20. "Rule 144A" means Rule 144A under the Securities Act. "Securities" has the meaning set forth in the recitals of this Indenture. "Securities Act" means the Securities Act of 1933, as amended, and the rules and regulations promulgated by the Commission thereunder. -24- "Security Guarantee" means the guarantee by each of the Guarantors of the Securities and the Company's obligations under this Indenture. "Security Register" has the meaning set forth in Section 3.05. "Service Agreement" means the Service Agreement dated as of December 11, 1995 by and between Chemical Leaman Tank Lines, Inc. and Acumen Consulting Group, Inc., as amended and in effect from time to time. "Special Record Date" means, with respect to the payment of any Defaulted Interest, a date fixed by the Trustee pursuant to Section 3.07 hereof. "Stated Maturity" means, with respect to any Security or any installment of interest thereon, the dates specified in such Security as the fixed date on which the principal of such Security or such installment of interest is due and payable, and when used with respect to any other Indebtedness, means the date specified in the instrument governing such Indebtedness as the fixed date on which the principal of such Indebtedness or any installment of interest is due and payable. "Subsidiary" means, with respect to any Person, (a) any corporation of which the outstanding shares of Voting Capital Stock having at least a majority of the votes entitled to be cast in the election of directors shall at the time be owned, directly or indirectly, by such Person, or (b) any other Person of which at least a majority of the shares of Voting Capital Stock are at the time, directly or indirectly, owned by such first named Person. "Subordinated Indebtedness" means, with respect to the Company, Indebtedness of the Company which is expressly subordinated in right of payment to the Securities or, with respect to any Guarantor, Indebtedness of such Guarantor which is expressly subordinated in right of payment to the Security Guarantee of such Guarantor. "Surviving Person" means, with respect to any Person involved in any consolidation or merger, or any sale, assignment, conveyance, transfer, lease or other disposition of all or substantially all of its properties and assets as an entirety, the Person formed by or surviving such merger or consolidation or the Person to which such sale, assignment, conveyance, transfer or lease is made. -25- "Transaction Date" has the meaning set forth in the definition of "Consolidated Fixed Charge Coverage Ratio." "Trust Indenture Act" or "TIA" means the Trust Indenture Act of 1939, as amended. "Trustee" means the Person named as the "Trustee" in the first paragraph of this Indenture, until a successor Trustee shall have become such pursuant to the applicable provisions of this Indenture, and thereafter "Trustee" shall mean such successor Trustee. "Unrestricted Securities" means one or more Securities that do not and are not required to bear the Private Placement Legend in the form set forth in Exhibit A-2, including, without limitation, the Exchange Securities. "Unrestricted Subsidiary" means each Accounts Receivable Subsidiary and each other Subsidiary of the Company (other than a Guarantor) designated as such pursuant to and in compliance with Section 10.20. Any such Designation may be revoked by a Board Resolution of the Company delivered to the Trustee, subject to the provisions of Section 10.20. "Unutilized Net Available Proceeds" has the meaning set forth in Section 10.15. "U.S. Government Obligations" means securities that are (i) direct obligations of the United States of America for the timely payment of which its full faith and credit is pledged or (ii) obligations of a Person controlled or supervised by and acting as an agency or instrumentality of the United States of America the timely payment of which is unconditionally guaranteed as a full faith and credit obligation by the United States of America, which, in either case, are not callable or redeemable at the option of the issuer thereof at any time prior to the Stated Maturity of the Securities, and shall also include a depository receipt issued by a bank (as defined in Section 3(a)(2) of the Securities Act) as custodian with respect to any such U.S. Government Obligation or a specific payment of principal of or interest on any such U.S. Government Obligation held by such custodian for the account of the holder of such depository receipt, provided, however, that (except as required by law) such custodian is not authorized to make any deduction from the amount payable to the holder of such depository receipt from any amount received by the custodian in respect of the U.S. Government Obligation or the specific payment of principal -26- of or interest on the U.S. Government Obligation evidenced by such depository receipt. "Voting Stock" means any class or classes of Capital Stock pursuant to which the holders thereof have the general voting power under ordinary circumstances to elect at least a majority of the Board of Directors, managers or trustees of any Person (irrespective of whether or not, at the time, stock of any other class or classes shall have, or might have, voting power by reason of the happening of any contingency). "Wholly-Owned Restricted Subsidiary" means any Restricted Subsidiary of which 100% of the outstanding Capital Stock is owned by the Company and/or another Wholly-Owned Restricted Subsidiary. For purposes of this definition, any directors' qualifying shares shall be disregarded in determining the ownership of a Restricted Subsidiary. Section 1.02. Rules of Construction. For all purposes of this Indenture, except as otherwise expressly provided or unless the context otherwise requires: (a) the terms defined in this Article have the meanings assigned to them in this Article, and include the plural as well as the singular; (b) all other terms used herein which are defined in the Trust Indenture Act, either directly or by reference therein, have the meanings assigned to them therein; (c) all accounting terms not otherwise defined herein have the meanings assigned to them in accordance with GAAP; (d) the words "herein" "hereof" and "hereunder" and other words of similar import refer to this Indenture as a whole and not to any particular Article, Section or other subdivision; (e) all references to "$" or "dollars" refer to the lawful currency of the United States of America; and (f) the words "include," "included" and "including" as used herein are deemed in each case to be followed by the phrase "without limitation." -27- Section 1.03. Form of Documents Delivered to Trustee. In any case where several matters are required to be certified by, or covered by an opinion of, any specified Person, it is not necessary that all such matters be certified by, or covered by the opinion of, only one such Person, or that they be so certified or covered by only one document, but one such Person may certify or give an opinion with respect to some matters and one or more other Persons as to other matters, and any such Person may certify or give an opinion as to such matters in one or several documents. Any certificate or opinion of an officer of the Company or any Guarantor may be based, insofar as it relates to legal matters, upon a certificate or opinion of, or representations by, counsel, unless such officer knows, or in the exercise of reasonable care should know, that the certificate or opinion or representations with respect to the matters upon which his certificate or opinion is based are erroneous. Any such certificate or opinion may be based, insofar as it relates to factual matters, upon a certificate or opinion of, or representations by, an officer or officers of the Company or any Guarantor stating that the information with respect to such factual matters is in the possession of the Company or any Guarantor, unless such counsel knows, or in the exercise of reasonable care should know, that the certificate or opinion or representations with respect to such matters are erroneous. Where any Person is required to make, give or execute two or more applications, requests, consents, certificates, statements, opinions or other instruments under this Indenture, they may, but need not, be consolidated, with proper identification of each matter covered therein, and form one instrument. Section 1.04. Acts of Holders. (a) Any request, demand, authorization, direction, notice, consent, waiver or other action provided by this Indenture to be given or taken by Holders may be embodied in and evidenced by one or more instruments of substantially similar tenor signed by such Holders in person or by an agent duly appointed in writing; and, except as herein otherwise expressly provided, such action shall become effective when such instrument or instruments are delivered to the Trustee and, where it is hereby expressly required, to the Company. Such instrument or instruments (and the action embodied therein and evidenced thereby) are herein sometimes referred to as the "Act" of the Holders signing such instrument or instruments. Proof of execution (as provided below in -28- subsection (b) of this Section 1.04) of any such instrument or of a writing appointing any such agent shall be sufficient for any purpose of this Indenture and (subject to Section 6.01 hereof) conclusive in favor of the Trustee and the Company, if made in the manner provided in this Section 1.04. (b) The fact and date of the execution by any Person of any such instrument or writing may be proved in any reasonable manner which the Trustee deems sufficient. (c) The ownership of Securities shall be proved by the Security Register. (d) Any request, demand, authorization, direction, notice, consent, waiver or other action by the Holder of any Security shall bind every future Holder of the same Security or the Holder of every Security issued upon the transfer thereof or in exchange therefor or in lieu thereof to the same extent as the original Holder, in respect of anything done, suffered or omitted to be done by the Trustee, any Paying Agent or the Company or any Guarantor in reliance thereon, whether or not notation of such action is made upon such Security. Section 1.05. Notices, etc., to the Trustee, the Company and the Guarantors. Any request, demand, authorization, direction, notice, consent, waiver or Act of Holders or other document provided or permitted by this Indenture to be made upon, given or furnished to, or filed with: (a) the Trustee by any Holder or by the Company or any Guarantor shall be sufficient for every purpose hereunder if made, given, furnished or filed, in writing, to or with the Trustee at 40 Broad Street, Suite 550, Fifth Floor, New York, New York 10004, with a copy to 123 South Broad Street, PA 1249, Philadelphia, Pennsylvania 19109 or at any other address previously furnished in writing to the Holders, the Company and the Guarantors by the Trustee; or (b) the Company or a Guarantor by the Trustee or by any Holder shall be sufficient for every purpose (except as otherwise expressly provided herein) hereunder if in writing and mailed, first-class postage prepaid, to the Company or such Guarantor addressed to it at Chemical Leaman Corporation, 102 Pickering Way, Exton, Pennsylvania 17341, Attention: Chief -29- Financial Officer, or at any other address previously furnished in writing to the Trustee by the Company. Section 1.06. Notice to Holders; Waiver. Where this Indenture provides for notice to Holders of any event, such notice shall be sufficiently given (unless otherwise expressly provided herein) if in writing and mailed, first-class postage prepaid, to each Holder affected by such event, at the address of such Holder as it appears in the Security Register, not later than the latest date, and not earlier than the earliest date, prescribed for the giving of such notice. In any case where notice to Holders is given by mail, neither the failure to mail such notice, nor any defect in any notice so mailed, to any particular Holder shall affect the sufficiency of such notice with respect to other Holders. Any notice when mailed to a Holder in the aforesaid manner shall be conclusively deemed to have been received by such Holder whether or not actually received by such Holder. Where this Indenture provides for notice in any manner, such notice may be waived in writing by the Person entitled to receive such notice, either before or after the event, and such waiver shall be the equivalent of such notice. Waivers of notice by Holders shall be filed with the Trustee, but such filing shall not be a condition precedent to the validity of any action taken in reliance upon such waiver. In case by reason of the suspension of regular mail service or by reason of any other cause, it shall be impracticable to mail notice of any event as required by any provision of this Indenture, then any method of giving such notice as shall be satisfactory to the Trustee shall be deemed to be a sufficient giving of such notice. Section 1.07. Conflict with Trust Indenture Act. If any provision hereof limits, qualifies or conflicts with any provision of the Trust Indenture Act or another provision which is required or deemed to be included in this Indenture by any of the provisions of the Trust Indenture Act, such provision or requirement of the Trust Indenture Act shall control. If any provision of this Indenture modifies or excludes any provision of the Trust Indenture Act that may be so modified or excluded, the latter -30- provision shall be deemed to apply to this Indenture as so modified or excluded, as the case may be. Section 1.08. Effect of Headings and Table of Contents. The Article and Section headings herein and the Table of Contents are for convenience only and shall not affect the construction hereof. Section 1.09. Successors and Assigns. All covenants and agreements in this Indenture by the Company and the Guarantors, shall bind their respective successors and assigns, whether so expressed or not. Section 1.10. Separability Clause. In case any provision in this Indenture or in the Securities or any Security Guarantee issued pursuant hereto shall be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby. Section 1.11. Benefits of Indenture. Nothing in this Indenture or in the Securities or in any Security Guarantee issued pursuant hereto, express or implied, shall give to any Person (other than the parties hereto and their successors hereunder, any Paying Agent and the Holders) any benefit or any legal or equitable right, remedy or claim under this Indenture. Section 1.12. GOVERNING LAW. THIS INDENTURE, THE SECURITIES AND ANY SECURITY GUARANTEE SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK WITHOUT GIVING EFFECT TO PRINCIPLES OF CONFLICTS OF LAW. Section 1.13. No Recourse Against Others. A director, officer, employee or stockholder, as such, of the Company or of a Guarantor shall not have any liability for any obligations of the Company or a Guarantor under the Securities, the Security Guarantee or this Indenture or for any claim based on, in respect of or by reason of such obligations or their creation. -31- Section 1.14. Independence of Covenants. All covenants and agreements in this Indenture shall be given independent effect so that if a particular action or condition is not permitted by any of such covenants, the fact that it would be permitted by an exception to, or be otherwise within the limitations of, another covenant shall not avoid the occurrence of a Default if such action is taken or condition exists. Section 1.15. Exhibits. All exhibits attached hereto are by this reference made a part hereof with the same effect as if herein set forth in full. Section 1.16. Counterparts. This Indenture may be executed in any number of counterparts and by telecopier, each of which shall be an original; but such counterparts shall together constitute but one and the same instrument. Section 1.17. Duplicate Originals. The parties may sign any number of copies of this Indenture. Each signed copy shall be an original, but all of them together represent the same agreement. ARTICLE TWO SECURITY FORM Section 2.01. Form and Dating. The Initial Securities and the Exchange Securities and the Trustee's certificate of authentication with respect thereto shall be in substantially the forms set forth, or referenced, in Exhibit A-1 and Exhibit A-2, respectively, annexed hereto, with such appropriate insertions, omissions, substitutions and other variations as are required or permitted by this Indenture and may have such letters, numbers or other marks of identification and such legends or endorsements placed thereon as may be required to comply with any applicable law or with the rules of the Depository, any clearing agency or any securities -32- exchange or as may, consistently herewith, be determined by the officers executing such Securities, as evidenced by their execution thereof. The definitive Securities shall be printed, typewritten, lithographed or engraved or produced by any combination of these methods or may be produced in any other manner permitted by the rules of any securities exchange on which the Securities may be listed, all as determined by the Officers executing such Securities, as evidenced by their execution of such Securities. Each Security shall be dated the date of its issuance and shall show the date of its authentication. The terms and provisions contained in the Securities shall constitute, and are expressly made, a part of this Indenture. ARTICLE THREE THE SECURITIES Section 3.01. Title and Terms. The aggregate principal amount of Securities which may be authenticated and delivered under this Indenture is limited to $100,000,000 in aggregate principal amount of Securities, except for Securities authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of, other Securities pursuant to Sections 3.03, 3.04, 3.05, 3.06, 9.06, 10.10, 10.15 or 11.08. The final Stated Maturity of the Securities shall be June 15, 2005, and the Securities shall bear interest at the rate of 10-3/8% per annum from the Issue Date or from the most recent Interest Payment Date to which interest has been paid, as the case may be, payable semi-annually thereafter on June 15 and December 15, in each year, commencing on December 15, 1997, to the Holders of record at the close of business on the June 1 and December 1, respectively, immediately preceding such Interest Payment Dates, until the principal thereof is paid or duly provided for. Interest on any overdue principal, interest (to the extent lawful) or premium, if any, shall be payable on demand. The Securities shall be redeemable at the option of the Company as provided in Article Eleven and paragraphs 2 and 3 on the reverse of the Securities. -33- At the election of the Company, the entire Indebtedness on the Securities or certain of the Company's obligations and covenants and certain Events of Default thereunder may be defeased as provided in Article Four. Section 3.02. Registrar and Paying Agent. The Company shall maintain an office or agency (which shall be located in the Borough of Manhattan in The City of New York, State of New York) where Securities may be presented for registration of transfer or for exchange (the "Registrar"), an office or agency (which shall be located in the Borough of Manhattan in The City of New York, State of New York) where Securities may be presented for payment (the "Paying Agent" or "Agent") and an office or agency where notices and demands to or upon the Company in respect of the Securities, the Security Guarantees and this Indenture may be served. The Registrar shall keep a register of the Securities and of their transfer and exchange. The Company may have one or more co-registrars and one or more additional paying agents. The term "Paying Agent" or "Agent" includes any additional paying agent. The Company may act as its own Paying Agent, except for the purposes of payments on account of principal on the Securities pursuant to Sections 10.10 and 10.15. The Company shall enter into an appropriate agency agreement with any Agent not a party to this Indenture, which shall incorporate the provisions of the Trust Indenture Act. The agreement shall implement the provisions of this Indenture that relate to such Agent. The Company shall notify the Trustee of the name and address of any such Agent. If the Company fails to maintain a Registrar or Paying Agent, or fails to give the foregoing notice, the Trustee shall act as such and shall be entitled to appropriate compensation in accordance with Section 6.07. The Company initially appoints the Trustee as the Registrar and Paying Agent and agent for service of notices and demands in connection with the Securities. Section 3.03. Execution and Authentication. The Initial Securities and the Trustee's certificate of authentication shall be substantially in the form of Exhibit A-1 hereto. The Exchange Securities and the Trustee's certificate of authentication shall be substantially in the form of Exhibit A-2 hereto. The Securities may have notations, legends or endorsements required by law, stock exchange rule or -34- usage. The Company shall approve the form of the Securities and any notation, legend or endorsement thereon. Each Security shall be dated the date of issuance and shall show the date of its authentication. The terms and provisions contained in the Securities annexed hereto as Exhibits A-1 and A-2 shall constitute, and are hereby expressly made, a part of this Indenture and, to the extent applicable, the Company, the Guarantors and the Trustee, by their execution and delivery of this Indenture, expressly agree to such terms and provisions and to be bound thereby. Securities offered and sold in reliance on Rule 144A and Securities offered and sold in reliance on Regulation S shall be issued initially in the form of one or more Global Securities, substantially in the form set forth in Exhibit A-1, deposited with the Trustee, as custodian for the Depository, duly executed by the Company and authenticated by the Trustee as hereinafter provided and shall bear the legend set forth in Exhibit B. The aggregate principal amount of the Global Securities may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for the Depository, as hereinafter provided. Securities offered and sold to institutional "accredited investors" (as defined in Rule 501(a)(1), (2), (3) or (7) under the Securities Act) shall, and Securities issued in exchange for interests in a Global Security pursuant to Section 3.16 may, be issued in the form of permanent certificated Securities in registered form in substantially the form set forth in Exhibit A-1 hereto (the "Physical Securities"). All Securities offered and sold in reliance on Regulation S shall remain in the form of a Global Security until the consummation of the Exchange Offer pursuant to the Registration Rights Agreement; provided, however, that all of the time periods specified in the Registration Rights Agreement to be complied with by the Company have been so complied with. Two Officers, or an Officer and an Assistant Secretary, shall sign, or one Officer shall sign, and one Officer or an Assistant Secretary (each of whom shall, in each case, have been duly authorized by all requisite corporate actions) shall attest to, the Securities for the Company, by manual or facsimile signature. If an Officer or Assistant Secretary whose signature is on a Security was an Officer or Assistant Secretary, as the case may be, at the time of such execution but no longer holds that office or position at the time the Trustee authenticates the Security, the Security shall nevertheless be valid. -35- The Trustee shall authenticate (i) Initial Securities for original issue in an aggregate principal amount not to exceed $100,000,000, (ii) Private Exchange Securities from time to time only in exchange for a like principal amount of Initial Securities and (iii) Unrestricted Securities from time to time only in exchange for (A) a like principal amount of Initial Securities or (B) a like principal amount of Private Exchange Securities, in each case upon a written order of the Company in the form of an Officers' Certificate of the Company. Each such written order shall specify the amount of Securities to be authenticated and the date on which the Securities are to be authenticated, whether the Securities are to be Initial Securities, Private Exchange Securities or Unrestricted Securities and whether (subject to this Section 3.03) the Securities are to be issued as Physical Securities or Global Securities and such other information as the Trustee may reasonably request. The aggregate principal amount of Securities outstanding at any time may not exceed $100,000,000, except as provided in Section 3.06. Notwithstanding the foregoing, all Securities issued under this Indenture shall vote and consent together on all matters (as to which any of such Securities may vote or consent) as one class and no series of Securities will have the right to vote or consent as a separate class on any matter. The Trustee may appoint an authenticating agent reasonably acceptable to the Company to authenticate Securities. Unless otherwise provided in the appointment, an authenticating agent may authenticate Securities whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such agent. An authenticating agent has the same rights as an Agent to deal with the Company and Affiliates of the Company. The Securities shall be issuable in fully registered form only, without coupons, in denominations of $1,000 and any integral multiple thereof. Section 3.04. Temporary Securities. Until definitive Securities are prepared and ready for delivery, the Company may execute and upon a Company Order the Trustee shall authenticate and deliver temporary Securities. Temporary Securities shall be substantially in the -36- form of definitive Securities, in any authorized denominations, but may have variations that the Company reasonably considers appropriate for temporary Securities as conclusively evidenced by the Company's execution of such temporary Securities. If temporary Securities are issued, the Company will cause definitive Securities to be prepared without unreasonable delay but in no event later than the date that the Exchange Offer is consummated. After the preparation of definitive Securities, the temporary Securities shall be exchangeable for definitive Securities upon surrender of the temporary Securities at the office or agency of the Company designated for such purpose pursuant to Section 10.02, without charge to the Holder. Upon surrender for cancellation of any one or more temporary Securities, the Company shall execute and the Trustee shall authenticate and deliver in exchange therefor a like principal amount of definitive Securities of like tenor and of authorized denominations. Until so exchanged the temporary Securities shall in all respects be entitled to the same benefits under this Indenture as definitive Securities. Section 3.05. Transfer and Exchange. The Company shall cause to be kept at the Corporate Trust Office of the Trustee a register (the register maintained in such office and in any other office or agency designated pursuant to Section 10.02 being sometimes referred to herein as the "Security Register") in which, subject to such reasonable regulations as the Registrar may prescribe, the Company shall provide for the registration of Securities and of transfers and exchanges of Securities. The Trustee is hereby initially appointed Registrar for the purpose of registering Securities and transfers of Securities as herein provided. Subject to Sections 3.15 and 3.16, when Securities are presented to the Registrar or a co-Registrar with a request from the Holder of such Securities to register the transfer or exchange for an equal principal amount of Securities of other authorized denominations, the Registrar shall register the transfer or make the exchange as requested; provided, however, that every Security presented or surrendered for registration of transfer or exchange shall be duly endorsed or be accompanied by a written instrument of transfer or exchange in form satisfactory to the Company and the Registrar, duly executed by the Holder thereof or his attorney duly authorized in writing. Whenever any Securities are so presented for exchange, the Company shall execute, and the Trustee shall -37- authenticate and deliver, the Securities which the Holder making the exchange is entitled to receive. No service charge shall be made to the Securityholder for any registration of transfer or exchange. The Company may require from the Securityholder payment of a sum sufficient to cover any transfer taxes or other governmental charge that may be imposed in relation to a transfer or exchange, but this provision shall not apply to any exchange pursuant to Sections 9.06, 10.10, 10.15 or 11.08 hereof (in which events the Company will be responsible for the payment of all such taxes which arise solely as a result of the transfer or exchange and do not depend on the tax status of the Holder). The Trustee shall not be required to exchange or register the transfer of any Security for a period of 15 days immediately preceding the first mailing of notice of redemption of Securities to be redeemed or of any Security selected, called or being called for redemption except, in the case of any Security where public notice has been given that such Security is to be redeemed in part, the portion thereof not to be redeemed. All Securities issued upon any registration of transfer or exchange of Securities shall be the valid obligations of the Company, evidencing the same Indebtedness, and entitled to the same benefits under this Indenture, as the Securities surrendered upon such registration of transfer or exchange. Any Holder of a beneficial interest in a Global Security shall, by acceptance of such Global Security, agree that transfers of beneficial interests in such Global Securities may be effected only through a book-entry system maintained by the Holder of such Global Security (or its agent), and that ownership of a beneficial interest in the Security shall be required to be reflected in a book-entry system. Section 3.06. Mutilated, Destroyed, Lost and Stolen Securities. If a mutilated Security is surrendered to the Trustee or if the Holder of a Security claims that the Security has been lost, destroyed or wrongfully taken, the Company shall execute and upon a Company Order, the Trustee shall authenticate and deliver a replacement Security of like tenor and principal amount, bearing a number not contemporaneously outstanding, if the Holder of such Security furnishes to the Company and to the Trustee, in the case of such loss, destruction or theft, evidence reasonably acceptable to them of the ownership and the destruction, loss or theft of such Security and, in the case of such loss, destruction or theft, an indemnity bond shall be posted by such Holder, sufficient in the judgment of the Company or the Trustee, as the case -38- may be, to protect the Company, the Trustee or any Agent from any loss that any of them may suffer if such Security is replaced. The Company may charge such Holder for the Company's expenses in replacing such Security (including (i) expenses of the Trustee charged to the Company and (ii) any tax or other governmental charge that may be imposed) and the Trustee may charge the Company for the Trustee's expenses in replacing such Security. Every replacement Security issued pursuant to this Section 3.06 in lieu of any destroyed, lost or stolen Security shall constitute an original additional contractual obligation of the Company, whether or not the destroyed, lost or stolen Security shall be at any time enforceable by anyone, and shall be entitled to all benefits of this Indenture equally and proportionately with any and all other Securities duly issued hereunder. Section 3.07. Payment of Interest; Interest Rights Preserved. Interest on any Security which is payable, and is punctually paid or duly provided for, on any Interest Payment Date shall be paid to the Person in whose name such Security is registered at the close of business on the Regular Record Date for such interest. Any interest on any Security which is payable, but is not punctually paid or duly provided for, on any Interest Payment Date and interest on such defaulted interest at the then applicable interest rate borne by the Securities, to the extent lawful (such defaulted interest and interest thereon herein collectively called "Defaulted Interest") shall forthwith cease to be payable to the Holder on the Regular Record Date; and such Defaulted Interest may be paid by the Company, at its election in each case, as provided in subsection (a) or (b) below: (a) The Company may elect to make payment of any Defaulted Interest to the Persons in whose names the Securities are registered at the close of business on a Special Record Date for the payment of such Defaulted Interest, which shall be fixed in the following manner. The Company shall notify the Trustee in writing of the amount of Defaulted Interest proposed to be paid on each Security and the date of the proposed payment, and at the same time the Company shall deposit with the Trustee an amount of money equal to the aggregate amount proposed to be paid in respect of such -39- Defaulted Interest or shall make arrangements satisfactory to the Trustee for such deposit prior to the date of the proposed payment, such money when deposited to be held in trust for the benefit of the Persons entitled to such Defaulted Interest as provided in this subsection (a). Thereupon the Trustee shall fix a Special Record Date for the payment of such Defaulted Interest which shall be not more than 15 days and not less than 10 days prior to the date of the proposed payment and not less than 10 days after the receipt by the Trustee of the notice of the proposed payment. The Trustee shall promptly notify the Company in writing of such Special Record Date. In the name and at the expense of the Company, the Trustee shall cause notice of the proposed payment of such Defaulted Interest and the Special Record Date therefor to be mailed, first-class postage prepaid, to each Holder at its address as it appears in the Security Register, not less than 10 days prior to such Special Record Date. Notice of the proposed payment of such Defaulted Interest and the Special Record Date therefor having been so mailed, such Defaulted Interest shall be paid to the Persons in whose names the Securities are registered on such Special Record Date and shall no longer be payable pursuant to the following subsection (b). (b) The Company may elect to make payment of any Defaulted Interest in any other lawful manner not inconsistent with the requirements of any securities exchange on which the Securities may be listed, and upon such notice as may be required by such exchange, if, after written notice given by the Company to the Trustee of the proposed payment pursuant to this subsection (b), such payment shall be deemed practicable by the Trustee. The Trustee shall be entitled to rely on an Opinion of Counsel regarding the legality of any proposed payment pursuant to this subsection (b). Subject to the foregoing provisions of this Section 3.07, each Security delivered under this Indenture upon registration of transfer of or in exchange for or in lieu of any other Security shall carry the rights to interest accrued and unpaid, and to accrue, which were carried by such other Security. Section 3.08. Persons Deemed Owners. Prior to and at the time of due presentment for registration of transfer, the Company, the Trustee and any agent of the Company or the Trustee -40- may treat the person in whose name any Security is registered in the Security Register as the owner of such Security for the purpose of receiving payment of principal of, premium, if any, and (subject to Section 3.07) interest on such Security and for all other purposes whatsoever, whether or not such Security shall be overdue, and neither the Company, the Trustee nor any agent of the Company or the Trustee shall be affected by notice to the contrary. Section 3.09. Cancellation. All Securities surrendered for payment, redemption, registration of transfer or exchange shall be delivered to the Trustee and, if not already canceled, shall be promptly canceled by it. The Company and any Guarantor may at any time deliver to the Trustee for cancellation any Securities previously authenticated and delivered hereunder which the Company or such Guarantor may have acquired in any manner whatsoever, and all Securities so delivered shall be promptly canceled by the Trustee. The Registrar and the Paying Agent shall forward to the Trustee any Securities surrendered to them for registration of transfer or exchange, redemption or payment. The Trustee and no one else shall cancel all Securities surrendered for registration of transfer, exchange, payment, replacement or cancellation. No Securities shall be authenticated in lieu of or in exchange for any Securities canceled as provided in this Section 3.09, except as expressly permitted by this Indenture. All canceled Securities held by the Trustee shall be destroyed and certification of their destruction delivered to the Company unless by a Company Order the Company shall direct that the canceled Securities be returned to it. The Trustee shall provide the Company a list of all Securities that have been canceled from time to time as requested by the Company. Section 3.10. Computation of Interest. Interest on the Securities shall be computed on the basis of a 360-day year of twelve 30-day months and, in the case of a partial month, the actual number of days elapsed. Section 3.11. Legal Holidays. In any case where any Interest Payment Date, Redemption Date, Change of Control Purchase Date, Asset Sale Purchase Date, date established for the payment of Defaulted Interest or Stated Maturity of any Security shall not be a Business Day, then (notwithstanding any other provision of this Indenture or of the Securities) payment of principal, premium, if any, or interest need not be -41- made on such date, but may be made on the next succeeding Business Day with the same force and effect as if made on the Interest Payment Date, Redemption Date, Change of Control Purchase Date, Asset Sale Purchase Date, date established for the payment of Defaulted Interest or at the Stated Maturity, as the case may be. In such event, no interest shall accrue with respect to such payment for the period from and after such Interest Payment Date, Redemption Date, Change of Control Purchase Date, Asset Sale Purchase Date, date established for the payment of Defaulted Interest or Stated Maturity, as the case may be, to the next succeeding Business Day and, with respect to any Interest Payment Date, interest for the period from and after such Interest Payment Date shall accrue with respect to the next succeeding Interest Payment Date. Section 3.12. CUSIP and CINS Numbers. The Company in issuing the Securities may use "CUSIP" and "CINS" numbers (if then generally in use), and if the Company does so, the Trustee shall use the CUSIP or CINS numbers, as the case may be, in notices of redemption or exchange as a convenience to Holders; provided, however, that any such notice shall state that no representation is made as to the correctness or accuracy of the CUSIP or CINS number, as the case may be, printed in the notice or on the Securities, and that reliance may be placed only on the other identification numbers printed on the Securities. The Company shall promptly notify the Trustee in writing of any change in the CUSIP or CINS number of any type of Securities. Section 3.13. Paying Agent To Hold Money in Trust. Each Paying Agent shall hold in trust for the benefit of the Securityholders or the Trustee all money held by the Paying Agent for the payment of principal of, premium, if any, or interest on the Securities, and shall notify the Trustee of any default by the Company in making any such payment. Money held in trust by the Paying Agent need not be segregated, except as required by law and except if the Company, any Guarantor or any of their respective Affiliates is acting as Paying Agent, and in no event shall the Paying Agent be liable for any interest on any money received by it hereunder. The Company at any time may require the Paying Agent to pay all money held by it to the Trustee and account for any funds disbursed and the Trustee may at any time during the continuance of any Event of Default, upon a Company Order to the Paying Agent, require such Paying Agent to pay forthwith all money so held by it to the Trustee and to account for any funds disbursed. Upon making such payment, -42- the Paying Agent shall have no further liability for the money delivered to the Trustee. Section 3.14. Deposits of Monies. Prior to 12:00 p.m. noon New York City time on each Interest Payment Date, Redemption Date, Stated Maturity, Change of Control Purchase Date and Asset Sale Offer Purchase Date, the Company shall deposit with the Paying Agent in immediately available funds money sufficient to make cash payments, if any, due on such Interest Payment Date, Redemption Date, Stated Maturity, Change of Control Purchase Date and Asset Sale Offer Purchase Date, as the case may be, in a timely manner which permits the Paying Agent to remit payment to the Holders on such Interest Payment Date, Redemption Date, Stated Maturity, Change of Control Purchase Date and Asset Sale Offer Purchase Date, as the case may be. Section 3.15. Book-Entry Provisions for Global Securities. (a) The Global Securities initially shall (i) be registered in the name of the Depository or the nominee of such Depository, (ii) be delivered to the Trustee as custodian for such Depository and (iii) bear legends as set forth in Exhibit B hereto. Members of, or participants in, the Depository ("Agent Members") shall have no rights under this Indenture with respect to any Global Security held on their behalf by the Depository, or the Trustee as its custodian, or under the Global Security, and the Depository may be treated by the Company, the Trustee and any agent of the Company or the Trustee as the absolute owner of the Global Security for all purposes whatsoever. Notwithstanding the foregoing, nothing herein shall prevent the Company, the Trustee or any agent of the Company or the Trustee from giving effect to any written certification, proxy or other authorization furnished by the Depository or impair, as between the Depository and its Agent Members, the operation of customary practices governing the exercise of the rights of a Holder of any Security. (b) Transfers of Global Securities shall be limited to transfers in whole, but not in part, to the Depository, its successors or their respective nominees. Interests of beneficial owners in the Global Securities may be transferred or exchanged for Physical Securities in -43- accordance with the rules and procedures of the Depository and the provisions of Sections 3.03 and 3.16. In addition, Physical Securities shall be transferred to all beneficial owners in exchange for their beneficial interests in Global Securities if (i) the Depository notifies the Company that it is unwilling or unable to continue as Depository for any Global Security, or that it will cease to be a "Clearing Agency" under the Exchange Act, and in either case a successor Depository is not appointed by the Company within 90 days of such notice or (ii) an Event of Default has occurred and is continuing and the Registrar has received a written request from the Depository to issue Physical Securities. (c) In connection with any transfer or exchange of a portion of the beneficial interest in any Global Security to beneficial owners pursuant to paragraph (b), the Registrar shall (if one or more Physical Securities are to be issued) reflect on its books and records the date and a decrease in the principal amount of such Global Security in an amount equal to the principal amount of the beneficial interest in such Global Security to be transferred, and the Company shall execute, and the Trustee shall authenticate and deliver, one or more Physical Securities of like tenor and principal amount of authorized denominations. (d) In connection with the transfer of Global Securities as an entirety to beneficial owners pursuant to paragraph (b), the Global Securities shall be deemed to be surrendered to the Trustee for cancellation, and the Company shall execute, and the Trustee shall authenticate and deliver, to each beneficial owner identified by the Depository in exchange for its beneficial interest in the Global Securities, an equal aggregate principal amount of Physical Securities of like tenor of authorized denominations. (e) Any Physical Security constituting a Restricted Security delivered in exchange for an interest in a Global Security pursuant to subparagraph (b), (c) or (d) of this Section 3.15 shall, except as otherwise provided by Section 3.16, bear the Private Placement Legend. (f) The Holder of any Global Security may grant proxies and otherwise authorize any Person, including Agent Members and Persons that may hold -44- interests through Agent Members, to take any action which a Holder is entitled to take under this Indenture or the Securities. Section 3.16. Special Transfer Provisions. (a) Transfers to Non-QIB Institutional Accredited Investors. The following additional provisions shall apply with respect to the registration of any proposed transfer of an Initial Security to any Institutional Accredited Investor which is not a QIB: (i) the Registrar shall register the transfer of any Initial Security, whether or not such Security bears the Private Placement Legend, if (x) the requested transfer is after the second anniversary of the Issue Date; provided, however, that neither the Company nor any Affiliate of the Company has held any beneficial interest in such Security, or portion thereof, at any time on or prior to the second anniversary of the Issue Date and such transfer can otherwise be lawfully made under the Securities Act without registering such Initial Securities thereunder or (y) the proposed transferee has delivered to the Registrar a certificate substantially in the form of Exhibit C hereto and any legal opinions and certifications required thereby; and (ii) if the proposed transferor is an Agent Member seeking to transfer an interest in a Global Security, upon receipt by the Registrar of (x) written instructions given in accordance with the Depository's and the Registrar's procedures and (y) the appropriate certificate, if any, required by clause (y) of paragraph (i) above, together with any required legal opinions and certifications, the Registrar shall register the transfer and reflect on its books and records the date and a decrease in the principal amount of the Global Security from which such interests are to be transferred in an amount equal to the principal amount of the Securities to be transferred and the Company shall execute, and the Trustee shall authenticate, Physical Securities in a principal amount equal to the principal amount of the Global Security to be transferred. (b) Transfers to Non-U.S. Persons. The following additional provisions -45- shall apply with respect to the registration of any proposed transfer of an Initial Security to any Non-U.S. Person: (i) the Registrar shall register the transfer of any Initial Security, whether or not such Security bears the Private Placement Legend, if (x) the requested transfer is after the second anniversary of the Issue Date; provided, however, that neither the Company nor any Affiliate of the Company has held any beneficial interest in such Security, or portion thereof, at any time on or prior to the second anniversary of the Issue Date and such transfer can otherwise be lawfully made under the Securities Act without registering such Initial Securities thereunder or (y) the proposed transferor has delivered to the Registrar a certificate substantially in the form of Exhibit D hereto; (ii) if the proposed transferee is an Agent Member and the Securities to be transferred consist of Physical Securities which after transfer are to be evidenced by an interest in the Regulation S Global Security, upon receipt by the Registrar of (x) written instructions given in accordance with the Depository's and the Registrar's procedures and (y) the appropriate certificate, if any, required by clause (y) of paragraph (i) above, together with any required legal opinions and certifications, the Registrar shall register the transfer and reflect on its books and records the date and an increase in the principal amount of the Regulation S Global Security in an amount equal to the principal amount of Physical Securities to be transferred, and the Trustee shall cancel the Physical Securities so transferred; (iii) if the proposed transferor is an Agent Member seeking to transfer an interest in a Global Security, upon receipt by the Registrar of (x) written instructions given in accordance with the Depository's and the Registrar's procedures and (y) the appropriate certificate, if any, required by clause (y) of paragraph (i) above, together with any required legal opinions and certifications, the Registrar shall register the transfer and reflect on its books and records the date and (A) a decrease in the principal amount of the Global Security from which such interests are to be transferred in an amount equal to the principal amount of the Securities to be -46- transferred and (B) an increase in the principal amount of the Regulation S Global Security in an amount equal to the principal amount of the Global Security to be transferred; and (iv) until the 41st day after the Issue Date (the "Restricted Period"), an owner of a beneficial interest in the Regulation S Global Security may not transfer such interest to a transferee that is a U.S. person or for the account or benefit of a U.S. person within the meaning of Rule 902(o) of the Securities Act. During the Restricted Period, all beneficial interests in the Regulation S Global Security shall be transferred only through Cedel or Euroclear, either directly if the transferor and transferee are participants in such systems, or indirectly through organizations that are participants therein. (c) Transfers to QIBs. The following provisions shall apply with respect to the registration of any proposed transfer of an Initial Security to a QIB (excluding Non-U.S. Persons): (i) the Registrar shall register the transfer of any Initial Security, whether or not such Security bears the Private Placement Legend, if (x) the requested transfer is after the second anniversary of the Issue Date; provided, however, that neither the Company nor any Affiliate of the Company has held any beneficial interest in such Security, or portion thereof, at any time on or prior to the second anniversary of the Issue Date and such transfer can otherwise be lawfully made under the Securities Act without registering such Initial Security thereunder or (y) such transfer is being made by a proposed transferor who has checked the box provided for on the form of Security stating, or has otherwise advised the Company and the Registrar in writing, that the sale has been made in compliance with the provisions of Rule 144A to a transferee who has signed the certification provided for on the form of Security stating, or has otherwise advised the Company and the Registrar in writing, that it is purchasing the Security for its own account or an account with respect to which it exercises sole investment discretion and that it and any such account is a QIB within the meaning of Rule 144A, and is aware that the sale to it is being made in reliance on Rule 144A and acknowledges that it has -47- received such information regarding the Company as it has requested pursuant to Rule 144A or has determined not to request such information and that it is aware that the transferor is relying upon its foregoing representations in order to claim the exemption from registration provided by Rule 144A; (ii) if the proposed transferee is an Agent Member and the Securities to be transferred consist of Physical Securities which after transfer are to be evidenced by an interest in the 144A Global Security, upon receipt by the Registrar of written instructions given in accordance with the Depository's and the Registrar's procedures, the Registrar shall register the transfer and reflect on its book and records the date and an increase in the principal amount of the 144A Global Security in an amount equal to the principal amount of Physical Securities to be transferred, and the Trustee shall cancel the Physical Security so transferred; and (iii) if the proposed transferor is an Agent Member seeking to transfer an interest in a Global Security, upon receipt by the Registrar of written instructions given in accordance with the Depository's and the Registrar's procedures, the Registrar shall register the transfer and reflect on its books and records the date and (A) a decrease in the principal amount of the Global Security from which interests are to be transferred in an amount equal to the principal amount of the Securities to be transferred and (B) an increase in the principal amount of the 144A Global Security in an amount equal to the principal amount of the Global Security to be transferred. (d) Private Placement Legend. Upon the registration of transfer, exchange or replacement of Securities not bearing the Private Placement Legend, the Registrar shall deliver Securities that do not bear the Private Placement Legend. Upon the registration of transfer, exchange or replacement of Securities bearing the Private Placement Legend, the Registrar shall deliver only Securities that bear the Private Placement Legend unless (i) the circumstances contemplated by paragraph (a)(i)(x) of this Section 3.16 exist, (ii) there is delivered to the Registrar an Opinion of Counsel reasonably satisfactory to the Company and the Trustee to the effect that neither such legend nor the related restrictions on -48- transfer are required in order to maintain compliance with the provisions of the Securities Act or (iii) such Security has been sold pursuant to an effective registration statement under the Securities Act. (e) Other Transfers. If a Holder proposes to transfer a Security constituting a Restricted Security pursuant to any exemption from the registration requirements of the Securities Act other than as provided for by Section 3.16(a), (b) and (c), the Registrar shall only register such transfer or exchange if such transferor delivers an Opinion of Counsel satisfactory to the Company and the Registrar that such transfer is in compliance with the Securities Act and the terms of this Indenture. (f) General. By its acceptance of any Security bearing the Private Placement Legend, each Holder of such a Security acknowledges the restrictions on transfer of such Security set forth in this Indenture and in the Private Placement Legend and agrees that it will transfer such Security only as provided in this Indenture. The Registrar shall retain copies of all letters, notices and other written communications received pursuant to Section 3.15 or this Section 3.16. The Company shall have the right to inspect and make copies of all such letters, notices or other written communications at any reasonable time upon the giving of reasonable prior written notice to the Registrar. ARTICLE FOUR DEFEASANCE OR COVENANT DEFEASANCE Section 4.01. Company's Option To Effect Defeasance or Covenant Defeasance. The Company may, at its option by Board Resolution, at any time, with respect to the Securities, elect to have either Section 4.02 or Section 4.03 be applied to all of the Outstanding Securities (the "Defeased Securities"), upon compliance with the conditions set forth below in this Article Four. -49- Section 4.02. Defeasance and Discharge. Upon the Company's exercise under Section 4.01 of the option applicable to this Section 4.02, the Company and each Guarantor shall be deemed to have been discharged from their obligations with respect to the Defeased Securities and the related Security Guarantees on the date the conditions set forth below are satisfied (hereinafter, "defeasance"). For this purpose, such defeasance means that the Company shall be deemed to have paid and discharged the entire indebtedness represented by the Defeased Securities, which shall thereafter be deemed to be "Outstanding" only for the purposes of Section 4.05 and the other Sections of this Indenture referred to in clauses (a) and (b) below, and to have satisfied all its other obligations under such Securities and this Indenture insofar as such Securities are concerned (and the Trustee, at the expense of the Company, and, upon Company Request, shall execute proper instruments acknowledging the same), except for the following, which shall survive until otherwise terminated or discharged hereunder: (a) the rights of Holders of Defeased Securities to receive, solely from the trust fund described in Section 4.04 and as more fully set forth in such Section 4.04, payments in respect of the principal of, premium, if any, and interest on such Defeased Securities when such payments are due, (b) the Company's obligations with respect to such Defeased Securities under Sections 3.04, 3.05, 3.06, 10.02 and 10.03, (c) the rights, powers, trusts, duties and immunities of the Trustee hereunder, including, without limitation, the Trustee's rights under Section 6.07, and (d) this Article Four. Subject to compliance with this Article Four, the Company may exercise its option under this Section 4.02 notwithstanding the prior exercise of its option under Section 4.03 with respect to the Securities. Section 4.03. Covenant Defeasance. Upon the Company's exercise under Section 4.01 of the option applicable to this Section 4.03, the Company and each Guarantor shall be released from their obligations under any covenant or provision contained in Sections 10.06 through 10.21 and the provisions of Articles Eight shall not apply, with respect to the Defeased Securities, on and after the date the conditions set forth below are satisfied (hereinafter, "covenant defeasance"), and the Defeased Securities shall thereafter be deemed not to be "Outstanding" for the purposes of any direction, waiver, consent or declaration or Act of Holders (and the consequences of any thereof) in connection with such covenants, but shall -50- continue to be deemed "Outstanding" for all other purposes hereunder. For this purpose, such covenant defeasance means that, with respect to the Defeased Securities, the Company and each Guarantor may omit to comply with and shall have no liability in respect of any term, condition or limitation set forth in Sections 10.06 through 10.21 or Article Eight, whether directly or indirectly, by reason of any reference elsewhere herein to any such Section or Article or by reason of any reference in any such Section or Article to any other provision herein or in any other document and such omission to comply shall not constitute a Default or an Event of Default under Section 5.01(c) or (d), but, except as specified above, the remainder of this Indenture and such Defeased Securities shall be unaffected thereby. Section 4.04. Conditions to Defeasance or Covenant Defeasance. The following shall be the conditions to application of either Section 4.02 or Section 4.03 to the Defeased Securities: (1) The Company shall irrevocably have deposited or caused to be deposited with the Trustee (or another trustee satisfying the requirements of Section 6.09 who shall agree to comply with the provisions of this Article Four applicable to it) as trust funds in trust for the purpose of making the following payments, specifically pledged as security for, and dedicated solely to, the benefit of the Holders of such Securities, (a) cash in an amount, or (b) U.S. Government Obligations which through the scheduled payment of principal, premium, if any, and interest in respect thereof in accordance with their terms will provide, not later than one day before the due date of any payment, money in an amount, or (c) a combination thereof, in any such case, sufficient, in the opinion of a nationally recognized firm of independent public accountants expressed in a written certification thereof delivered to the Trustee, to pay and discharge, and which shall be applied by the Trustee (or other qualifying trustee) to pay and discharge, the principal of, premium, if any, and interest on the Defeased Securities at the Stated Maturity of such principal or installment of principal, premium, if any, or interest; provided, however, that the Trustee shall have been irrevocably instructed to apply such cash or the proceeds of such U.S. Government Obligations to said payments with respect to the Securities; -51- (2) No Default shall have occurred and be continuing on the date of such deposit or, insofar as Sections 5.01(h), (i) or (j) are concerned, at any time during the period ending on the ninety-first day after the date of such deposit (it being understood that this condition shall not be deemed satisfied until the expiration of such period); (3) Neither the Company nor any Subsidiary of the Company is an "insolvent person" within the meaning of any applicable Bankruptcy Law on the date of such deposit or at any time during the period ending on the ninety-first day after the date of such deposit (it being understood that this condition shall not be deemed satisfied until the expiration of such period); (4) Such defeasance or covenant defeasance shall not cause the Trustee for the Securities to have a conflicting interest in violation of Section 6.08 and for purposes of the Trust Indenture Act with respect to any securities of the Company or any Guarantor; (5) Such defeasance or covenant defeasance shall not result in a breach or violation of, or constitute a default under, this Indenture or any other material agreement or instrument to which the Company or any Guarantor is a party or by which it is bound; (6) In the case of an election under Section 4.02, the Company shall have delivered to the Trustee an Opinion of Counsel stating that (x) the Company has received from, or there has been published by, the Internal Revenue Service a ruling or (y) since the date hereof, there has been a change in the applicable Federal income tax law, in either case to the effect that, and based thereon such opinion shall confirm that, the Holders of the Outstanding Securities will not recognize income, gain or loss for Federal income tax purposes as a result of such defeasance and will be subject to Federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such defeasance had not occurred; (7) In the case of an election under Section 4.03, the Company shall have delivered to the Trustee an Opinion of Counsel to the effect that the Holders of the Outstanding Securities will not recognize income, gain or loss for Federal income tax purposes as a result of such covenant defeasance and will be subject to Federal income tax on the same amounts, -52- in the same manner and at the same times as would have been the case if such covenant defeasance had not occurred; (8) The Company shall have delivered to the Trustee, an Opinion of Counsel to the effect that, immediately following the ninety-first day after the deposit, the trust funds established pursuant to this Article Four will not be subject to the effect of any applicable bankruptcy, insolvency, reorganization or similar laws affecting creditors' rights generally under any applicable U.S. Federal or state law; (9) The Company shall have delivered to the Trustee an Officers' Certificate stating that the deposit made by the Company pursuant to its election under Section 4.02 or 4.03 was not made by the Company with the intent of preferring the Holders or any Guarantor over the other creditors of the Company or with the intent of defeating, hindering, delaying or defrauding creditors of the Company or others; and (10) The Company shall have delivered to the Trustee an Officers' Certificate and an Opinion of Counsel, each stating that (i) all conditions precedent (other than conditions requiring the passage of time) provided for relating to either the defeasance under Section 4.02 or the covenant defeasance under Section 4.03 (as the case may be) have been complied with as contemplated by this Section 4.04 and (ii) if any other Indebtedness of the Company or any Guarantor shall then be outstanding or committed, such defeasance or covenant defeasance will not violate the provisions of the agreements or instruments evidencing such Indebtedness. Opinions of Counsel required to be delivered under this Section 4.04 may have such qualifications as are customary for opinions of the type required. Section 4.05. Deposited Money and U.S. Government Obligations To Be Held in Trust; Other Miscellaneous Provisions. Subject to the proviso of the last paragraph of Section 10.03, all money and U.S. Government Obligations (including the proceeds thereof) deposited with the Trustee (or other qualifying trustee, collectively for purposes of this Section 4.05, the "Trustee") pursuant to Section 4.04 in respect of the Defeased -53- Securities shall be held in trust and applied by the Trustee, in accordance with the provisions of such Securities and this Indenture, to the payment, either directly or through any Paying Agent (other than the Company or any Guarantor) as the Trustee may determine, to the Holders of such Securities of all sums due and to become due thereon in respect of principal, premium, if any, and interest, but such money need not be segregated from other funds except to the extent required by law. The Company shall pay and indemnify the Trustee and hold it harmless against any tax, fee or other charge imposed on or assessed against the U.S. Government Obligations deposited pursuant to Section 4.04 or the principal, premium, if any, and interest received in respect thereof other than any such tax, fee or other charge which by law is for the account of the Holders of the Defeased Securities. Anything in this Article Four to the contrary notwithstanding, the Trustee shall deliver or pay to the Company from time to time upon Company Request any money or U.S. Government Obligations held by it as provided in Section 4.04 which, in the opinion of a nationally recognized firm of independent public accountants expressed in a written certification thereof delivered to the Trustee, are in excess of the amount thereof which would then be required to be deposited to effect an equivalent defeasance or covenant defeasance. Section 4.06. Reinstatement. If the Trustee or Paying Agent is unable to apply any money or U.S. Government Obligations in accordance with Section 4.02 or 4.03, as the case may be, by reason of any order or judgment of any court or governmental authority enjoining, restraining or otherwise prohibiting such application, then the obligations of the Company and of any Guarantor under this Indenture, the Securities and any Security Guarantees shall be revived and reinstated as though no deposit had occurred pursuant to Section 4.02 or 4.03, as the case may be, until such time as the Trustee or Paying Agent is permitted to apply all such money and U.S. Government Obligations in accordance with Section 4.02 or 4.03, as the case may be; provided, however, that if the Company makes any payment of principal, premium, if any, or interest on any Security following the reinstatement of its obligations, the Company shall be subrogated to the rights of the Holders of such Securities to receive such payment from the money and U.S. Government Obligations held by the Trustee or Paying Agent. -54- ARTICLE FIVE REMEDIES Section 5.01. Events of Default. "Event of Default," wherever used herein, means any one of the following events (whatever the reason for such Event of Default and whether it shall be voluntary or involuntary or be effected by operation of law or pursuant to any judgment, decree or order of any court or any order, rule or regulation of any administrative or governmental body): (a) default in the payment of the principal of or premium, if any, when due and payable, on any of the Securities (at its Stated Maturity, upon optional redemption, required purchase, scheduled principal payment or otherwise); or (b) default in the payment of an installment of interest on any of the Securities, when due and payable, continued for 30 days or more; or (c) the Company or any Guarantor fails to comply with any of its obligations described under Article Eight or Section 10.10 or 10.15; or (d) the Company or any Guarantor fails to perform or observe any other term, covenant or agreement contained in the Securities, the Security Guarantees or this Indenture (other than a default specified in (a), (b) or (c) above) for a period of 30 days after written notice of such failure requiring the Company to remedy the same shall have been given (x) to the Company by the Trustee or (y) to the Company and the Trustee by the Holders of at least 25% in aggregate principal amount of the Securities then Outstanding; or (e) default or defaults under one or more agreements, indentures or instruments under which the Company or any Restricted Subsidiary then has outstanding Indebtedness in excess of $5.0 million individually or in the aggregate and either (i) such Indebtedness is already due and payable in full or (ii) such default or defaults results in the acceleration of the maturity of such Indebtedness; or -55- (f) any Security Guarantee ceases to be in full force and effect or is declared null and void or any Guarantor denies that it has any further liability under any Security Guarantee, or gives notice to such effect (other than by reason of the termination of this Indenture or the release of any such Security Guarantee in accordance with Section 13.03); or (g) one or more judgments, orders or decrees of any court or regulatory or administrative agency for the payment of money in excess of $5.0 million either individually or in the aggregate shall have been rendered against the Company or any Restricted Subsidiary or any of their respective properties and shall not have been discharged and either (a) any creditor shall have commenced an enforcement proceeding upon such judgment, order or decree or (b) there shall have been a period of 60 consecutive days during which a stay of enforcement of such judgment, order or decree, by reason of a pending appeal or otherwise, shall not be in effect; or (h) the Company or any Material Subsidiary of the Company pursuant to or under or within the meaning of any Bankruptcy Law: (i) commences a voluntary case or proceeding; (ii) consents to the making of a Bankruptcy Order in an involuntary case or proceeding or the commencement of any case against it; (iii) consents to the appointment of a Custodian of it or for any substantial part of its property; (iv) makes a general assignment for the benefit of its creditors; (v) files an answer or consent seeking reorganization or relief; (vi) shall admit in writing its inability to pay its debts generally; or (vii) consents to the filing of a petition in bankruptcy; or (i) a court of competent jurisdiction in any involuntary case or proceeding enters a Bankruptcy Order against the Company or any Material -56- Subsidiary, and such Bankruptcy Order remains unstayed and in effect for 60 consecutive days; or (j) a Custodian shall be appointed out of court with respect to the Company or any Material Subsidiary or with respect to all or any substantial part of the assets or properties of the Company or any Material Subsidiary; or (k) any holder of at least $10.0 million in aggregate principal amount of Indebtedness of the Company or any Restricted Subsidiary shall commence judicial proceedings to foreclose upon assets of the Company or any of the Restricted Subsidiaries having an aggregate Fair Market Value, individually or in the aggregate, in excess of $10.0 million or shall have exercised any right under applicable law or applicable security documents to take ownership of any such assets in lieu of foreclosure. Section 5.02. Acceleration of Maturity; Rescission and Annulment. If (x) an Event of Default (other than an Event of Default specified in Section 5.01(h), (i) or (j) with respect to the Company) occurs and is continuing, then and in every such case the Trustee or the Holders of at least 25% in aggregate principal amount of the Securities then Outstanding may, and the Trustee upon the request of the Holders of not less than 25% in aggregate principal amount of the Securities then Outstanding shall, declare the principal of, premium, if any, and accrued and unpaid interest on all Outstanding Securities to and including the date such Securities are paid to become due and payable immediately by a notice in writing to the Company (and to the Trustee, if given by the Holders) and upon any such declaration such principal, premium, if any, and interest, shall become immediately due and payable. If an Event of Default specified in Section 5.01(h), (i) or (j) with respect to the Company occurs and is continuing, then the principal of, premium, if any, and accrued and unpaid interest on all the Securities then Outstanding shall ipso facto become and be immediately due and payable without any declaration or other act on the part of the Trustee or any Holder of Securities. At any time after a declaration of acceleration has been made and before a judgment or decree for payment of the money due has been obtained by the Trustee as hereinafter provided in this Article Five, the Holders of a -57- majority in aggregate principal amount of the Securities then Outstanding, by written notice to the Company and the Trustee, may rescind and annul such declaration of acceleration and its consequences if: (a) the Company has paid or deposited with the Trustee a sum sufficient to pay (i) all amounts due the Trustee under Section 6.07, including the reasonable compensation, fees, expenses, disbursements and advances of the Trustee, its agents and counsel, (ii) all overdue interest on all Securities, (iii) the principal of and premium, if any, on any Securities which have become due otherwise than by such declaration of acceleration and interest thereon at the rate then borne by the Securities, and (iv) to the extent that payment of such interest is lawful, interest upon overdue interest at the rate then borne by the Securities; and (b) all Events of Default, other than the non-payment of principal of, premium, if any, and any accrued and unpaid interest on the Securities that have become due solely by such declaration of acceleration, have been cured or waived as provided in Section 5.13. No such rescission shall affect any subsequent Default or impair any right consequent thereon. Section 5.03. Collection of Indebtedness and Suits for Enforcement by Trustee. The Company and each Guarantor covenant that if an Event of Default specified in Section 5.01(a) or 5.01(b) shall have occurred and be continuing, the Company and each Guarantor shall, jointly and severally, upon demand of the Trustee, pay to the Trustee, for the benefit of the Holders of such Securities, the whole amount then due and payable on such Securities for principal, premium, if any, and interest, with interest upon the overdue principal, premium, if any, and, to the extent that payment of such interest shall be legally enforceable, upon overdue installments of interest, at the rate then borne by the Securities; and, in addition thereto, such further amount as shall be sufficient to cover the costs and expenses of collection, including the reasonable compensation, -58- expenses, disbursements and advances of the Trustee, its agents and counsel. If the Company and each Guarantor fail to pay such amounts forthwith upon such demand, the Trustee, in its own name and as trustee of an express trust, may, but is not obligated under this paragraph to, institute a judicial proceeding for the collection of the sums so due and unpaid and may, but is not obligated under this paragraph to, prosecute such proceeding to judgment or final decree, and may, but is not obligated under this paragraph to, enforce the same against the Company, any Guarantor or any other obligor upon the Securities and collect the moneys adjudged or decreed to be payable in the manner provided by law out of the property of the Company or any Guarantor or any other obligor upon the Securities, wherever situated. If an Event of Default occurs and is continuing, the Trustee may in its discretion, but is not obligated under this paragraph to, (i) proceed to protect and enforce its rights and the rights of the Holders under this Indenture or any Security Guarantee by such appropriate private or judicial proceedings as the Trustee shall deem most effectual to protect and enforce such rights, whether for the specific enforcement of any covenant or agreement contained in this Indenture or in aid of the exercise of any power granted herein, including, without limitation, seeking recourse against any Guarantor or (ii) proceed to protect and enforce any other proper remedy, including, without limitation, seeking recourse against any Guarantor. No recovery of any such judgment upon any property of the Company or any Guarantor shall affect or impair any rights, powers or remedies of the Trustee or the Holders. Section 5.04. Trustee May File Proofs of Claims. In case of the pendency of any receivership, insolvency, liquidation, bankruptcy, reorganization, arrangement, adjustment, composition or other judicial proceeding relative to the Company or any other obligor upon the Securities, including each Guarantor or the property of the Company or of such other obligor or their creditors, the Trustee (irrespective of whether the principal of the Securities shall then be due and payable as therein expressed or by declaration or otherwise and irrespective of whether the Trustee shall have made any demand on the Company for the payment of overdue principal or interest) shall be entitled and empowered, by intervention in such proceeding or otherwise, -59- (a) to file and prove a claim for the whole amount of principal, premium, if any, and interest owing and unpaid in respect of the Securities and to file such other papers or documents as may be necessary or advisable in order to have the claims of the Trustee (including any claim for the reasonable compensation, fees, expenses, disbursements and advances of the Trustee, its agents and counsel) and of the Holders allowed in such judicial proceeding, and (b) to collect and receive any moneys or other property payable or deliverable on any such claims and to distribute the same; and any Custodian, in any such judicial proceeding is hereby authorized by each Holder to make such payments to the Trustee and, in the event that the Trustee shall consent to the making of such payments directly to the Holders, to pay the Trustee any amount due it for the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and counsel, and any other amounts due the Trustee under Section 6.07 hereof. Nothing herein contained shall be deemed to authorize the Trustee to authorize or consent to or accept or adopt on behalf of any Holder any plan of reorganization, arrangement, adjustment or composition affecting the Securities or the rights of any Holder thereof, or to authorize the Trustee to vote in respect of the claim of any Holder in any such proceeding. Section 5.05. Trustee May Enforce Claims Without Possession of Securities. All rights of action and claims under this Indenture, the Securities or any Security Guarantee may be prosecuted and enforced by the Trustee without the possession of any of the Securities or the production thereof in any proceeding relating thereto, and any such proceeding instituted by the Trustee shall be brought in its own name and as trustee of an express trust, and any recovery of judgment shall, after provision for the payment of the reasonable compensation, fees, expenses, disbursements and advances of the Trustee, its agents and counsel, be for the ratable benefit of the Holders of the Securities in respect of which such judgment has been recovered. -60- Section 5.06. Application of Money Collected. Any money collected by the Trustee pursuant to this Article Five shall be applied in the following order, at the date or dates fixed by the Trustee and, in case of the distribution of such money on account of principal, premium, if any, or interest, upon presentation of the Securities and the notation thereon of the payment if only partially paid and upon surrender thereof if fully paid: First: to the Trustee for amounts due under Section 6.07; Second: to Holders for interest accrued on the Securities, ratably, without preference or priority of any kind, according to the amounts due and payable on the Securities for interest; Third: to Holders for principal and premium, if any, owing under the Securities, ratably, without preference or priority of any kind, according to the amounts due and payable on the Securities for principal and premium, if any; and Fourth: the balance, if any, to the Company. The Trustee, upon prior written notice to the Company, may fix a record date and payment date for any payment to Securityholders pursuant to this Section 5.06. Section 5.07. Limitation on Suits. No Holder of any Securities shall have any right to institute any proceeding, judicial or otherwise, with respect to this Indenture, or for the appointment of a receiver or trustee, or for any other remedy hereunder, unless (a) such Holder has previously given written notice to the Trustee of a continuing Event of Default; (b) the Holders of not less than 25% in principal amount of the Outstanding Securities shall have made written request to the Trustee to institute proceedings in respect of such Event of Default in its own name as Trustee hereunder; (c) such Holder or Holders have offered to the Trustee reasonable indemnity against the costs, expenses and liabilities to be incurred in compliance with such request; -61- (d) the Trustee for 15 days after its receipt of such notice, request and offer of indemnity has failed to institute any such proceeding; and (e) no direction inconsistent with such written request has been given to the Trustee during such 15-day period by the Holders of a majority in aggregate principal amount of the Outstanding Securities; it being understood and intended that no one or more Holders shall have any right in any manner whatever by virtue of, or by availing of, any provision of this Indenture, any Security or any Security Guarantee to affect, disturb or prejudice the rights of any other Holders, or to obtain or to seek to obtain priority or preference over any other Holders or to enforce any right under this Indenture, any Security or any Security Guarantee, except in the manner provided in this Indenture and for the equal and ratable benefit of all the Holders. Section 5.08. Unconditional Right of Holders To Receive Principal, Premium and Interest. Notwithstanding any other provision in this Indenture, each Holder of a Security shall have the right, which is absolute and unconditional, to receive cash payment of the principal of, premium, if any, and (subject to Section 3.07 hereof) interest on such Security on the respective Stated Maturities expressed in such Security (or, in the case of redemption, a Change of Control Offer or Asset Sale Offer, on the Redemption Date, Change of Control Purchase Date or Asset Sale Offer Purchase Date, respectively) and to institute suit for the enforcement of any such payment, and such rights shall not be impaired without the consent of such Holder. Section 5.09. Restoration of Rights and Remedies. If the Trustee or any Holder has instituted any proceeding to enforce any right or remedy under this Indenture, any Security or any Security Guarantee and such proceeding has been discontinued or abandoned for any reason, or has been determined adversely to the Trustee or to such Holder, then and in every such case the Company, each of the Guarantors, the Trustee and the Holders shall, subject to any determination in such proceeding, be restored severally and respectively to their former positions hereunder, and thereafter all rights -62- and remedies of the Trustee and the Holders shall continue as though no such proceeding had been instituted. Section 5.10. Rights and Remedies Cumulative. No right or remedy herein conferred upon or reserved to the Trustee or to the Holders is intended to be exclusive of any other right or remedy, and every right and remedy shall, to the extent permitted by law, be cumulative and in addition to every other right and remedy given hereunder or now or hereafter existing at law or in equity or otherwise. The assertion or employment of any right or remedy hereunder, or otherwise, shall not prevent the concurrent assertion or employment of any other appropriate right or remedy. Section 5.11. Delay or Omission Not Waiver. No delay or omission of the Trustee or of any Holder of any Security to exercise any right or remedy accruing upon any Event of Default shall impair any such right or remedy or constitute a waiver of any such Event of Default or an acquiescence therein. Every right and remedy given by this Article Five or by law to the Trustee or to the Holders may be exercised from time to time, and as often as may be deemed expedient, by the Trustee or by the Holders, as the case may be. Section 5.12. Control by Majority. The Holders of a majority in aggregate principal amount of the Outstanding Securities shall have the right to direct the time, method and place of conducting any proceeding for any remedy available to the Trustee, or exercising any trust or power conferred on the Trustee, provided, however, that: (a) such direction shall not be in conflict with any rule of law or with this Indenture, any Security or any Security Guarantee or expose the Trustee to personal liability; and (b) the Trustee may take any other action deemed proper by the Trustee which is not inconsistent with such direction. Section 5.13. Waiver of Past Defaults. The Holders of not less than a majority in aggregate principal amount of the Outstanding Securities may on behalf of the Holders of all the Securities waive any past Default hereunder and its consequences, except a Default -63- (a) in the payment of the principal of, premium, if any, or interest on any Security or (b) in respect of a covenant or provision hereof which under Article Nine cannot be modified or amended without the consent of the Holder of each Outstanding Security affected thereby. Upon any such waiver, such Default shall cease to exist, and any Event of Default arising therefrom shall be deemed to have been cured, for every purpose of this Indenture; but no such waiver shall extend to any subsequent or other Default or Event of Default or impair any right consequent thereon. Section 5.14. Undertaking for Costs. All parties to this Indenture agree, and each Holder of any Security by his acceptance thereof shall be deemed to have agreed, that any court may in its discretion require, in any suit for the enforcement of any right or remedy under this Indenture, or in any suit against the Trustee for any action taken, suffered or omitted by it as Trustee, the filing by any party litigant in such suit of an undertaking to pay the costs of such suit, and that such court may in its discretion assess reasonable costs, including reasonable attorneys' fees, against any party litigant in such suit, having due regard to the merits and good faith of the claims or defenses made by such party litigant; but the provisions of this Section 5.14 shall not apply to any suit instituted by the Trustee, to any suit instituted by any Holder, or group of Holders, holding in the aggregate more than 10% in principal amount of the Outstanding Securities, or to any suit instituted by any Holder for the enforcement of the payment of the principal of, premium, if any, or interest on any Security on or after the respective Stated Maturities expressed in such Security (or, in the case of redemption, a Change of Control Offer or Asset Sale Offer, on or after the Redemption Date, Change of Control Purchase Date or Asset Sale Offer Purchase Date, respectively). Section 5.15. Waiver of Stay, Extension or Usury Laws. Each of the Company and the Guarantors covenants (to the extent that it may lawfully do so) that it will not at any time insist upon, or plead, or in any manner whatsoever claim or take the benefit or advantage of, any stay or -64- extension law or any usury or other law wherever enacted, now or at any time hereafter in force, which would prohibit or forgive the Company or any Guarantor from paying all or any portion of the principal of, premium, if any, or interest on the Securities contemplated herein or in the Securities or which may affect the covenants or the performance of this Indenture; and each of the Company and the Guarantors (to the extent that it may lawfully do so) hereby expressly waives all benefit or advantage of any such law, and covenants that it will not hinder, delay or impede the execution of any power herein granted to the Trustee, but will suffer and permit the execution of every such power as though no such law had been enacted. ARTICLE SIX THE TRUSTEE Section 6.01. Certain Duties and Responsibilities. (a) Except during the continuance of an Event of Default, (1) the Trustee undertakes to perform such duties and only such duties as are specifically set forth in this Indenture, and no implied covenants or obligations shall be read into this Indenture against the Trustee; and (2) in the absence of bad faith on its part, the Trustee may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon certificates or opinions furnished to the Trustee and conforming to the requirements of this Indenture; but in the case of any such certificates or opinions which by the provisions hereof are specifically required to be furnished to the Trustee, the Trustee shall be under a duty to examine the same to determine whether or not they conform to the requirements of this Indenture. (b) In case an Event of Default has occurred and is continuing, the Trustee shall exercise such of the rights and powers vested in it by this Indenture, and use the same degree of care and skill in their exercise, as a prudent person would exercise or use under the circumstances in the conduct of such person's own affairs. -65- (c) No provision of this Indenture shall be construed to relieve the Trustee from liability for its own negligent action, its own negligent failure to act, or its own willful misconduct, except that no provision of this Indenture shall require the Trustee to expend or risk its own funds or otherwise incur any financial liability in the performance of any of its duties hereunder, or in the exercise of any of its rights or powers, if it shall have reasonable grounds for believing that repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured to it. (d) Whether or not therein expressly so provided, every provision of this Indenture relating to the conduct or affecting the liability of or affording protection to the Trustee shall be subject to the provisions of this Section 6.01. Section 6.02. Notice of Defaults. Within 90 days after the occurrence of any Default, the Trustee shall transmit by mail to all Holders, as their names and addresses appear in the Security Register, notice of such Default hereunder known to the Trustee, unless such Default shall have been cured or waived; provided, however, that, except in the case of a Default in the payment of the principal of, premium, if any, or interest on any Security, the Trustee shall be protected in withholding such notice if and so long as a trust committee of Responsible Officers of the Trustee in good faith determines that the withholding of such notice is in the interest of the Holders. Section 6.03. Certain Rights of Trustee. Subject to Section 6.01 hereof and the provisions of Section 315 of the Trust Indenture Act: (a) the Trustee may rely and shall be protected in acting or refraining from acting upon any resolution, certificate, statement, instrument, opinion, report, notice, request, direction, consent, order, bond, debenture, note, other evidence of indebtedness or other paper or document believed by it to be genuine and to have been signed or presented by the proper party or parties; (b) any request or direction of the Company mentioned herein shall be sufficiently evidenced by a Company Request or Company Order and any resolution of the Board of Directors of the Company or any Guarantor may be sufficiently evidenced by a Board Resolution thereof; -66- (c) the Trustee may consult with counsel and any written advice of such counsel or any Opinion of Counsel shall be full and complete authorization and protection in respect of any action taken, suffered or omitted by it hereunder in good faith and in reliance thereon in accordance with such advice or Opinion of Counsel; (d) the Trustee shall be under no obligation to exercise any of the rights or powers vested in it by this Indenture at the request or direction of any of the Holders pursuant to this Indenture, unless such Holders shall have offered to the Trustee reasonable security or indemnity against the costs, expenses and liabilities which might be incurred by the Trustee in compliance with such request or direction; (e) the Trustee shall not be liable for any action taken or omitted by it in good faith and believed by it to be authorized or within the discretion, rights or powers conferred upon it by this Indenture other than any liabilities arising out of its own negligence; (f) the Trustee shall not be bound to make any investigation into the facts or matters stated in any resolution, certificate, statement, instrument, opinion, report, notice, request, direction, consent, order, approval, appraisal, bond, debenture, note, coupon, security, other evidence of indebtedness or other paper or document unless requested in writing so to do by the Holders of not less than a majority in aggregate principal amount of the Securities then Outstanding; provided, however, that, if the payment within a reasonable time to the Trustee of the costs, expenses or liabilities likely to be incurred by it in the making of such investigation is, in the opinion of the Trustee, not reasonably assured to the Trustee by the security afforded to it by the terms of this Indenture, the Trustee may require reasonable indemnity against such expenses or liabilities as a condition to proceeding; the reasonable expenses of every such investigation shall be paid by the Company or, if paid by the Trustee or any predecessor Trustee, shall be repaid by the Company upon demand; provided, further, however, the Trustee in its discretion may make such further inquiry or investigation into such facts or matters as it may deem fit, and, if the Trustee shall determine to make such further inquiry or investigation, it shall be entitled to examine the books, records and premises of the Company, personally or by agent or attorney; and -67- (g) the Trustee may execute any of the trusts or powers hereunder or perform any duties hereunder either directly or by or through agents or attorneys and the Trustee shall not be responsible for any misconduct or negligence on the part of any agent or attorney appointed with due care by it hereunder. Section 6.04. Trustee Not Responsible for Recitals, Dispositions of Securities or Application of Proceeds Thereof. The recitals contained herein and in the Securities, except the Trustee's certificates of authentication, shall be taken as the statements of the Company and the Guarantors, and the Trustee assumes no responsibility for their correctness. The Trustee makes no representations as to the validity or sufficiency of this Indenture or of the Securities or of any Security Guarantee except that the Trustee represents that it is duly authorized to execute and deliver this Indenture, authenticate the Securities and perform its obligations hereunder and that the statements made by it in a Statement of Eligibility and Qualification on Form T-1, if any, to be supplied to the Company are true and accurate subject to the qualifications set forth therein. The Trustee shall not be accountable for the use or application by the Company of Securities or the proceeds thereof. Section 6.05. Trustee and Agents May Hold Securities; Collections; Etc. The Trustee, any Paying Agent, Registrar or any other agent of the Company, in its individual or any other capacity, may become the owner or pledgee of Securities, with the same rights it would have if it were not the Trustee, Paying Agent, Registrar or such other agent and, subject to Section 6.08 hereof and Sections 310 and 311 of the Trust Indenture Act, may otherwise deal with the Company and receive, collect, hold and retain collections from the Company with the same rights it would have if it were not the Trustee, Paying Agent, Registrar or such other agent. Section 6.06. Money Held in Trust. All moneys received by the Trustee shall, until used or applied as herein provided, be held in trust for the purposes for which they were received, but need not be segregated from other funds except to the extent required herein -68- or by law. The Trustee shall not be under any liability for interest on any moneys received by it hereunder. Section 6.07. Compensation and Indemnification of Trustee and Its Prior Claim. The Company and each Guarantor covenant and agree: (a) to pay to the Trustee from time to time, and the Trustee shall be entitled to, reasonable compensation for all services rendered by it hereunder (which shall not be limited by any provision of law in regard to the compensation of a trustee of an express trust); (b) to reimburse the Trustee and each predecessor Trustee upon its request for all reasonable expenses, fees, disbursements and advances incurred or made by or on behalf of it in accordance with any of the provisions of this Indenture (including the reasonable compensation, fees, and the expenses and disbursements of its counsel and of all agents and other persons not regularly in its employ), except any such expense, disbursement or advance as may arise from its negligence or bad faith; and (c) to indemnify the Trustee and each predecessor Trustee for, and to hold it harmless against, any loss, liability or expense incurred without negligence or bad faith on its part, arising out of or in connection with the acceptance or administration of this Indenture or the trusts hereunder and its duties hereunder, including enforcement of this Section 6.07. The obligations of the Company and each Guarantor under this Section 6.07 to compensate and indemnify the Trustee and each predecessor Trustee and to pay or reimburse the Trustee and each predecessor Trustee for expenses, fees, disbursements and advances shall constitute an additional obligation hereunder and shall survive the satisfaction and discharge of this Indenture. To secure the obligations of the Company and of each Guarantor to the Trustee under this Section 6.07, the Trustee shall have a prior Lien upon all property and funds held or collected by the Trustee as such, except funds and property paid by the Company or any Guarantor and held in trust for the benefit of the Holders of particular Securities or for the purchase price or redemption price of any Securities to be purchased pursuant to Section 10.10 or 10.15 or to be redeemed pursuant to Article Eleven. Section 6.08. Conflicting Interests. The Trustee shall be subject to and comply with the provisions of Section 310(b) of the Trust Indenture Act. -69- Section 6.09. Corporate Trustee Required; Eligibility. There shall at all times be a Trustee hereunder which shall be eligible to act as Trustee under Trust Indenture Act Sections 310(a)(1) and (2) and which shall have a combined capital and surplus of at least $100,000,000, and have a Corporate Trust Office in the Borough of Manhattan in The City of New York, State of New York. If such corporation publishes reports of condition at least annually, pursuant to law or to the requirements of any Federal, state, territorial or District of Columbia supervising or examining authority, then for the purposes of this Section 6.09, the combined capital and surplus of such corporation shall be deemed to be its combined capital and surplus as set forth in its most recent report of condition so published. If at any time the Trustee shall cease to be eligible in accordance with the provisions of this Section 6.09, the Trustee shall resign immediately in the manner and with the effect hereinafter specified in this Article Six. Section 6.10. Resignation and Removal; Appointment of Successor Trustee. (a) No resignation or removal of the Trustee and no appointment of a successor Trustee pursuant to this Article Six shall become effective until the acceptance of appointment by the successor Trustee under Section 6.11. (b) The Trustee, or any trustee or trustees hereinafter appointed, may at any time resign by giving written notice thereof to the Company at least 20 Business Days prior to the date of such proposed resignation. Upon receiving such notice of resignation, the Company shall promptly appoint a successor Trustee by written instrument executed by authority of the Board of Directors of the Company, a copy of which shall be delivered to the resigning Trustee and a copy to the successor Trustee. If an instrument of acceptance by a successor Trustee shall not have been delivered to the Trustee within 20 Business Days after the giving of such notice of resignation, the resigning Trustee may, or any Holder who has been a bona fide Holder of a Security for at least six months may, on behalf of himself and all others similarly situated, petition any court of competent jurisdiction for the appointment of a successor Trustee. Such court may thereupon, after such notice, if any, as it may deem proper, appoint a successor Trustee. (c) The Trustee may be removed at any time by an Act of the Holders of a majority in principal amount of the Outstanding Securities, delivered to the Trustee and to the Company. -70- (d) If at any time: (1) the Trustee shall fail to comply with the provisions of Section 310(b) of the Trust Indenture Act in accordance with Section 6.08 hereof after written request therefor by the Company or by any Holder who has been a bona fide Holder of a Security for at least six months, or (2) the Trustee shall cease to be eligible under Section 6.09 hereof and shall fail to resign after written request therefor by the Company or by any Holder who has been a bona fide Holder of a Security for at least six months, or (3) the Trustee shall become incapable of acting or shall be adjudged a bankrupt or insolvent, or a receiver of the Trustee or of its property shall be appointed or any public officer shall take charge or control of the Trustee or of its property or affairs for the purpose or rehabilitation, conservation or liquidation, then, in any case, (i) the Company by a Board Resolution may remove the Trustee, or (ii) the Holder of any Security who has been a bona fide Holder of a Security for at least six months may, on behalf of himself and all others similarly situated, petition any court of competent jurisdiction for the removal of the Trustee and the appointment of a successor Trustee. Such court may thereupon, after such notice, if any, as it may deem proper and prescribe, remove the Trustee and appoint a successor Trustee. (e) If the Trustee shall resign, be removed or become incapable of acting, or if a vacancy shall occur in the office of Trustee for any cause, the Company, by a Board Resolution of its Board of Directors, shall promptly appoint a successor Trustee. If, within one year after such resignation, removal or incapability, or the occurrence of such vacancy, a successor Trustee shall be appointed by Act of the Holders of a majority in principal amount of the Outstanding Securities delivered to the Company and the retiring Trustee, the successor Trustee so appointed shall, forthwith upon its acceptance of such appointment, become the successor Trustee and supersede the successor Trustee appointed by the Company. If no successor Trustee shall have been so appointed by the Company or the Holders of the Securities and accepted appointment in the -71- manner hereinafter provided, the Holder of any Security who has been a bona fide Holder for at least six months may on behalf of himself and all others similarly situated, petition any court of competent jurisdiction for the appointment of a successor Trustee. (f) The Company shall give notice of each resignation and each removal of the Trustee and each appointment of a successor Trustee by mailing written notice of such event by first-class mail, postage prepaid, to the Holders of Securities as their names and addresses appear in the Security Register. Each notice shall include the name of the successor Trustee and the address of its Corporate Trust Office. Section 6.11. Acceptance of Appointment by Successor. Every successor Trustee appointed hereunder shall execute, acknowledge and deliver to the Company and to the retiring Trustee an instrument accepting such appointment, and thereupon the resignation or removal of the retiring Trustee shall become effective and such successor Trustee, without any further act, deed or conveyance, shall become vested with all the rights, powers, trusts and duties of the retiring Trustee as if originally named as Trustee hereunder; but, nevertheless, on the written request of the Company or the successor Trustee, upon payment of amounts due it pursuant to Section 6.07, such retiring Trustee shall duly assign, transfer and deliver to the successor Trustee all moneys and property at the time held by it hereunder and shall execute and deliver an instrument transferring to such successor Trustee all the rights, powers, duties and obligations of the retiring Trustee. Upon request of any such successor Trustee, the Company shall execute any and all instruments for more fully and certainly vesting in and confirming to such successor Trustee all such rights and powers. Any Trustee ceasing to act shall, nevertheless, retain a prior claim upon all property or funds held or collected by such Trustee to secure any amounts then due it pursuant to the provisions of Section 6.07. No successor Trustee with respect to the Securities shall accept appointment as provided in this Section 6.11 unless at the time of such acceptance such successor Trustee shall be eligible to act as Trustee under this Article Six. Upon acceptance of appointment by any successor Trustee as provided in this Section 6.11, the successor shall give notice thereof to the Holders of the Securities, by mailing such notice to such Holders at their addresses as they -72- shall appear on the Security Register. If the acceptance of appointment is substantially contemporaneous with the resignation, then the notice called for by the preceding sentence may be combined with the notice called for by Section 6.10. If the Company fails to give such notice within 10 days after acceptance of appointment by the successor Trustee, the successor Trustee shall cause such notice to be given at the expense of the Company. Section 6.12. Merger, Conversion, Amalgamation, Consolidation or Succession to Business. Any corporation into which the Trustee may be merged or converted or with which it may be consolidated or amalgamated, or any corporation resulting from any merger, conversion, amalgamation or consolidation to which the Trustee shall be a party, or any corporation succeeding to all or substantially all of the corporate trust business of the Trustee, shall be the successor of the Trustee hereunder without the execution or filing of any paper or any further act on the part of any of the parties hereto, provided such corporation shall be eligible under this Article Six to serve as Trustee hereunder. In case at the time such successor to the Trustee under this Section 6.12 shall have succeeded to the trusts created by this Indenture any of the Securities shall have been authenticated but not delivered, any such successor to the Trustee may adopt the certificate of authentication of any predecessor Trustee and deliver such Securities so authenticated; and, in case at that time any of the Securities shall not have been authenticated, any successor to the Trustee under this Section 6.12 may authenticate such Securities either in the name of any predecessor hereunder or in the name of the successor Trustee; and in all such cases such certificate shall have the full force which it is anywhere in the Securities or in this Indenture provided that the certificate of the Trustee shall have been authenticated. -73- ARTICLE SEVEN HOLDERS' LISTS AND REPORTS BY TRUSTEE Section 7.01. Preservation of Information; Company To Furnish Trustee Names and Addresses of Holders. (a) The Trustee shall preserve the names and addresses of the Securityholders and otherwise comply with TIA Section 312(a). If the Trustee is not the Registrar, the Company shall furnish or cause the Registrar to furnish to the Trustee before each Interest Payment Date, and at such other times as the Trustee may request in writing, a list in such form and as of such date as the Trustee may reasonably require of the names and addresses of the Securityholders. Neither the Company nor the Trustee shall be under any responsibility with regard to the accuracy of such list. (b) The Company will furnish or cause to be furnished to the Trustee (i) semi-annually, not more than 15 days after each Regular Record Date, a list, in such form as the Trustee may reasonably require, of the names and addresses of the Holders as of such Regular Record Date; and (ii) at such other times as the Trustee may reasonably request in writing, within 30 days after receipt by the Company of any such request, a list of similar form and content as of a date not more than 15 days prior to the time such list is furnished; provided, however, that if and so long as the Trustee shall be the Registrar, no such list need be furnished pursuant to this Subsection 7.01(b). Section 7.02. Communications of Holders. Holders may communicate with other Holders with respect to their rights under this Indenture or under the Securities pursuant to Section 312(b) of the Trust Indenture Act. The Company and the Trustee and any and all other persons benefited by this Indenture shall have the protection afforded by Section 312(c) of the Trust Indenture Act. -74- Section 7.03. Reports by Trustee. Within 60 days after May 15 of each year commencing with the first May 15 following the date of this Indenture, the Trustee shall mail to all Holders, as their names and addresses appear in the Security Register, a brief report dated as of such May 15, in accordance with, and to the extent required under Section 313 of the Trust Indenture Act. At the time of its mailing to Holders, a copy of each such report shall be filed by the Trustee with the Company, the Commission and with each stock exchange on which the Securities are listed. The Company shall notify the Trustee when the Securities are listed on any stock exchange. ARTICLE EIGHT CONSOLIDATION, MERGER, SALE OF ASSETS, ETC. Section 8.01. Company May Consolidate, etc., Only on Certain Terms. (a) The Company shall not, in any transaction or series of related transactions, merge or consolidate with or into, or sell, assign, convey, transfer, lease or otherwise dispose of all or substantially all of its properties and assets as an entirety to, any Person or Persons, and the Company shall not permit any of the Restricted Subsidiaries to enter into any such transaction or series of related transactions if such transaction or series of related transactions, in the aggregate, would result in a sale, assignment, conveyance, transfer, lease or other disposition of all or substantially all of the properties and assets of the Company and the Restricted Subsidiaries (determined on a consolidated basis for the Company and the Restricted Subsidiary), to any Person or Persons, unless at the time and after giving effect thereto: (i) either (A)(1) if the transaction or transactions is a merger or consolidation involving the Company, the Company shall be the Surviving Person of such merger or consolidation or (2) if the transaction or transactions is a merger or consolidation involving a Restricted Subsidiary, such Restricted Subsidiary shall be the Surviving Person of such merger or consolidation, or (B)(1) the Surviving Person shall be a corporation organized and existing under the laws of the United States of America, any State thereof or the District of Columbia and (2)(x) in the -75- case of a transaction involving the Company, the Surviving Person shall expressly assume by a supplemental indenture executed and delivered to the Trustee, in form satisfactory to the Trustee, all the obligations of the Company under the Securities and this Indenture and the Registration Rights Agreement, and in each case, this Indenture and the Registration Rights Agreement shall remain in full force and effect, or (y) in the case of a transaction involving a Restricted Subsidiary that is a Guarantor, the Surviving Person shall expressly assume by a supplemental indenture executed and delivered to the Trustee, in form satisfactory to the Trustee, all the obligations of such Restricted Subsidiary under its Security Guarantee and this Indenture and the Registration Rights Agreement, and in each case, this Indenture and the Registration Rights Agreement shall remain in full force and effect; (ii) immediately after giving effect to such transaction or series of related transactions on a pro forma basis, no Default shall have occurred and be continuing; (iii) the Company, or the Surviving Person, as the case may be, immediately after giving effect to such transaction or series of related transactions on a pro forma basis (including, without limitation, any Indebtedness incurred or anticipated to be incurred in connection with or in respect of such transaction or series of transactions), could incur $1.00 of additional Indebtedness (other than Permitted Indebtedness) under Section 10.11; and (iv) immediately after giving effect to such transaction or series of related transactions on a pro forma basis, the Company, or the Surviving Person, as the case may be, shall have a Consolidated Net Worth not less than the Consolidated Net Worth of the Company immediately prior to such transaction or series of related transactions. (b) No Guarantor (other than a Guarantor whose Security Guarantee is to be released in accordance with Section 13.03) shall, in any transaction or series of related transactions, consolidate with or merge with or into another Person, whether or not such Person is affiliated with such Guarantor and whether or not such Guarantor is the Surviving Person, unless: (i) the Surviving Person (if other than such Guarantor) is a corporation organized and validly existing under the laws of the United States, any State thereof or the District of Columbia; -76- (ii) the Surviving Person (if other than such Guarantor) expressly assumes by a supplemental indenture all the obligations of such Guarantor under its Security Guarantee and the performance and observance of every covenant of this Indenture and the Registration Rights Agreement to be performed or observed by such Guarantor; (iii) immediately after giving effect to such transaction or series of related transactions on a pro forma basis, no Default shall have occurred and be continuing; and (iv) immediately after giving effect to such transaction or series of related transactions on a pro forma basis, such Guarantor, or the Surviving Person, as the case may be, shall have a Consolidated Net Worth not less than the Consolidated Net Worth of such Guarantor immediately prior to such transaction or series of related transactions. (c) In connection with any consolidation, merger, transfer, lease or other disposition contemplated hereby, the Company shall deliver, or cause to be delivered, to the Trustee, in form and substance reasonably satisfactory to the Trustee, an Officers' Certificate and an Opinion of counsel, each stating that such consolidation, merger, transfer, lease or other disposition and the supplemental indenture in respect thereof comply with the requirements of this Indenture. In addition, each Guarantor, in the case of a transaction described in paragraph (a) of this Section 8.01, unless it is the other party to the transaction or unless its Security Guarantee will be released and discharged in accordance with its terms as a result of the transaction, will be required to confirm, by supplemental indenture, that its Security Guarantee will continue to apply to the obligations of the Company or the Surviving Person under the Indenture. Section 8.02. Successor Substituted. Upon any consolidation or merger of the Company or any Guarantor or any transfer of all or substantially all of the assets of the Company in accordance with Section 8.01, in which the Company or a Guarantor is not the Surviving Person, the Surviving Person shall succeed to, and be substituted for, and may exercise every right and power of, the Company under this Indenture and the Securities and the Registration Rights Agreement or such Guarantor under this -77- Indenture, the Security Guarantee of such Guarantor and the Registration Rights Agreement, as the case may be, with the same effect as if such successor corporation had been named as the Company or Guarantor, as the case may be, herein and therein; and thereafter, except in the case of (a) a lease or (b) any sale, assignment, conveyance, transfer, lease or other disposition to a Restricted Subsidiary of the Company or such Guarantor, the Company shall be discharged from all obligations and covenants under this Indenture and the Securities and such Guarantor shall be discharged from all obligations and covenants under this Indenture and the Security Guarantee of such Guarantor, as the case may be. For all purposes of this Indenture and the Securities (including the provisions of this Article Eight and the covenants described in Sections 10.11, 10.13 and 10.16), Subsidiaries of any Surviving Person shall, upon such transaction or series of related transactions, become Restricted Subsidiaries unless and until designated as Unrestricted Subsidiaries pursuant to and in accordance with Section 10.20, and all Indebtedness, and all Liens on property or assets, of the Company and the Restricted Subsidiaries in existence immediately prior to such transaction or series of related transactions will be deemed to have been incurred upon such transaction or series of related transactions. ARTICLE NINE SUPPLEMENTAL INDENTURES AND WAIVERS Section 9.01. Supplemental Indentures, Agreements and Waivers Without Consent of Holders. Without the consent of any Holders, the Company and the Guarantors, when authorized by a Board Resolution of the Board of Directors of the Company and each Guarantor, and the Trustee, at any time and from time to time, may amend, waive, modify or supplement this Indenture or the Securities or the Security Guarantees for any of the following purposes: (a) to evidence the succession of another person to the Company or a Guarantor, and the assumption by any such successor of the covenants of the Company or such Guarantor herein and in the Securities and/or in any Security Guarantee, as the case may be; -78- (b) to add to the covenants of the Company or any Guarantor for the benefit of the Holders, or to surrender any right or power conferred upon the Company or any Guarantor, as applicable, herein, in the Securities or in any Security Guarantee, as the case may be; (c) to cure any ambiguity, to correct or supplement any provision herein, in the Securities or in any Security Guarantee which may be defective or inconsistent with any other provision herein or to make any other provisions with respect to matters or questions arising under this Indenture, the Securities or any Security Guarantee; provided, however, that, in each case, such provisions shall not materially adversely affect the legal rights of the Holders; (d) to comply with the requirements of the Commission in order to effect or maintain the qualification of this Indenture under the Trust Indenture Act, as contemplated by Section 9.05 hereof or otherwise; (e) to add a Guarantor pursuant to the requirements of Section 10.17 hereof or otherwise; (f) to evidence and provide the acceptance of the appointment of a successor Trustee hereunder; (g) to mortgage, pledge, hypothecate or grant a security interest in any property or assets in favor of the Trustee for the benefit of the Holders as security for the payment and performance of the Indenture Obligations; or (h) to make any other change that does not materially adversely affect the legal rights of any Holder; provided, however, that the Company has delivered to the Trustee an Opinion of Counsel stating that such change, agreement or waiver does not materially adversely affect the legal rights of any Holder. Section 9.02. Supplemental Indentures, Agreements and Waivers with Consent of Holders. With the written consent of the Holders of not less than a majority in aggregate principal amount of the Outstanding Securities delivered to the Company, each Guarantor and the Trustee, the Company and each Guarantor when authorized by a Board Resolution, together with the Trustee, may amend, waive, -79- modify or supplement any other provision of this Indenture or the Securities or the Security Guarantees; provided, however, that no such amendment, waiver, modification or supplement may, without the written consent of the Holder of each Outstanding Security affected thereby: (i) change the maturity of the principal of or any installment of interest on any such Security or alter the optional redemption or repurchase provisions of any such Security or this Indenture in a manner adverse to the Holders of the Securities; (ii) reduce the principal amount of (or the premium) of any such Security; (iii) reduce the rate of or extend the time for payment of interest on any such Security; (iv) change the place or currency of payment of principal of (or premium) or interest on any such Security; (v) modify any provisions of this Indenture relating to the waiver of past defaults (other than to add sections to this Indenture or the Securities subject thereto) or the right of the Holders of Securities to institute suit for the enforcement of any payment on or with respect to any such Security or any Security Guarantee or the modification and amendment provisions of this Indenture and the Securities (other than to add sections to this Indenture or the Securities which may not be amended, supplemented or waived without the consent of each Holder therein affected); (vi) reduce the percentage of the principal amount of Outstanding Securities necessary for amendment to or waiver of compliance with any provision of this Indenture or the Securities or for waiver of any Default in respect thereof; (vii) waive a default in the payment of principal of, premium, if any, or interest on, or redemption payment with respect to, the Securities (except a rescission of acceleration of the Securities by the holders thereof as provided in this Indenture and a waiver of the payment default that resulted from such acceleration); (viii) modify the ranking or priority of any Security or the Security Guarantee of any Guarantor; -80- (ix) modify the provisions of any covenant (or the related definitions) in this Indenture requiring the Company to make and consummate a Change of Control Offer upon a Change of Control or an Asset Sale Offer in respect of an Asset Sale or modify any of the provisions or definitions with respect thereto in a manner materially adverse to the Holders of Securities affected thereby otherwise than in accordance with this Indenture; or (x) release any Guarantor from any of its obligations under its Security Guarantee or this Indenture otherwise than in accordance with this Indenture. Upon the written request of the Company and each Guarantor accompanied by a copy of a Board Resolution of the Board of Directors of each of them authorizing the execution of any such supplemental indenture or other agreement, instrument or waiver, and upon the filing with the Trustee of evidence of the consent of Holders as aforesaid, the Trustee shall join with the Company and each Guarantor in the execution of such supplemental indenture or other agreement, instrument or waiver. It shall not be necessary for any Act of Holders under this Section 9.02 to approve the particular form of any proposed supplemental indenture or other agreement, instrument or waiver, but it shall be sufficient if such Act shall approve the substance thereof. Section 9.03. Execution of Supplemental Indentures, Agreements and Waivers. In executing, or accepting the additional trusts created by, any supplemental indenture, agreement, instrument or waiver permitted by this Article Nine or the modifications thereby of the trusts created by this Indenture, the Trustee shall be entitled to receive, and (subject to Section 6.01 hereof) shall be fully protected in relying upon, an Opinion of Counsel and an Officers' Certificate from each obligor under the Securities entering into such supplemental indenture, agreement, instrument or waiver, each stating that the execution of such supplemental indenture, agreement, instrument or waiver (a) is authorized or permitted by this Indenture and (b) does not violate the provisions of any agreement or instrument evidencing any other Indebtedness of the Company, any Guarantor or any other Subsidiary of the Company. The Trustee may, but shall not be obligated to, enter into any such supplemental indenture, agreement, instrument or waiver which affects the Trustee's own rights, duties -81- or immunities under this Indenture, the Securities, any Security Guarantee or otherwise. Section 9.04. Effect of Supplemental Indentures. Upon the execution of any supplemental indenture under this Article Nine, this Indenture, the Securities, if applicable, and/or the applicable Security Guarantee shall be modified in accordance therewith, and such supplemental indenture shall form a part of this Indenture, the Securities, if applicable, and/or the applicable Security Guarantee, as the case may be, for all purposes; and every Holder of Securities theretofore or thereafter authenticated and delivered hereunder shall be bound thereby. Section 9.05. Conformity with Trust Indenture Act. Every supplemental indenture executed pursuant to this Article Nine shall conform to the requirements of the Trust Indenture Act as then in effect. Section 9.06. Reference in Securities to Supplemental Indentures. Securities authenticated and delivered after the execution of any supplemental indenture pursuant to this Article Nine may, and shall if required by the Trustee, bear a notation in form approved by the Trustee as to any matter provided for in such supplemental indenture. If the Company shall so determine, new Securities so modified as to conform, in the opinion of the Trustee and the Board of Directors of the Company, to any such supplemental indenture may be prepared and executed by the Company and each Guarantor and authenticated and delivered by the Trustee upon a Company Order in exchange for Outstanding Securities. Section 9.07. Record Date. The Company may, but shall not be obligated to, fix, a record date for the purpose of determining the Holders entitled to consent to any supplemental indenture, agreement or instrument or any waiver, and shall promptly notify the Trustee of any such record date. If a record date is fixed, those Persons who were Holders at such record date (or their duly designated proxies), and only those Persons, shall be entitled to consent to such supplemental indenture, agreement or instrument or waiver or to revoke any consent previously given, whether or not such Persons continue to be Holders after such record date. -82- Section 9.08. Revocation and Effect of Consents. Until an amendment or waiver becomes effective, a consent to it by a Holder of a Security is a continuing consent by the Holder and every subsequent Holder of a Security or portion of a Security that evidences the same debt as the consenting Holder's Security, even if a notation of the consent is not made on any Security. However, any such Holder, or subsequent Holder, may revoke the consent as to his Security or portion of a Security if the Trustee receives the notice of revocation before the date the amendment or waiver becomes effective. An amendment or waiver shall become effective in accordance with its terms and thereafter bind every Holder. ARTICLE TEN COVENANTS Section 10.01. Payment of Principal, Premium and Interest. The Company shall duly and punctually pay the principal of, premium, if any, and interest on the Securities in accordance with the terms of the Securities, this Indenture and the Registration Rights Agreement. Section 10.02. Maintenance of Office or Agency. The Company shall maintain in the Borough of Manhattan in The City of New York, State of New York, an office or agency where Securities may be presented or surrendered for payment, where Securities may be surrendered for registration of transfer or exchange and where notices and demands to or upon the Company in respect of the Securities and this Indenture may be served. The office of the Trustee at its Corporate Trust Office shall be such office or agency of the Company, unless the Company shall designate and maintain some other office or agency for one or more of such purposes. The Company shall give prompt written notice to the Trustee of any change in the location of any such office or agency. If at any time the Company shall fail to maintain any such required office or agency or shall fail to furnish the Trustee with the address thereof, such presentations, surrenders, notices and demands may be made or served at the Corporate Trust Office of the Trustee, and the Company hereby appoints the Trustee as its agent to receive all such presentations, surrenders, notices and demands. -83- The Company may also from time to time designate one or more other offices or agencies (in or outside of The City of New York, State of New York) where the Securities may be presented or surrendered for any or all such purposes, and may from time to time rescind such designation; provided, however, that no such designation or rescission shall in any manner relieve the Company of its obligation to maintain an office or agency in The City of New York, State of New York for such purposes. The Company shall give prompt written notice to the Trustee of any such designation or rescission and any change in the location of any such other office or agency. Section 10.03. Money for Security Payments To Be Held in Trust. If the Company, any Guarantor or any of their respective Affiliates shall at any time act as Paying Agent, it shall, and shall cause such Guarantor or Affiliate to, if applicable, on or before each due date of the principal of, premium, if any, or interest on any of the Securities, segregate and hold in trust for the benefit of the Holders entitled thereto a sum sufficient to pay the principal, premium, if any, or interest so becoming due until such sums shall be paid to such persons or otherwise disposed of as herein provided, and will promptly notify the Trustee of its action or failure so to act. If the Company is not acting as Paying Agent, the Company shall, on or before each due date of the principal of, premium, if any, or interest on, any Securities, deposit with a Paying Agent a sum in same day funds sufficient to pay the principal, premium, if any, or interest so becoming due, such sum to be held in trust for the benefit of the Holders entitled to such principal, premium or interest, and (unless such Paying Agent is the Trustee) the Company will promptly notify the Trustee of such action or any failure so to act. If the Company is not acting as Paying Agent, the Company shall cause each Paying Agent other than the Trustee to execute and deliver to the Trustee an instrument in which such Paying Agent will agree with the Trustee, subject to the provisions of this Section 10.03, that such Paying Agent will: (a) hold all sums held by it for the payment of the principal of, premium, if any, or interest on Securities in trust for the benefit of the Holders entitled thereto until such sums shall be paid to such Holders or otherwise disposed of as herein provided; -84- (b) give the Trustee notice of any Default by the Company or any Guarantor (or any other obligor upon the Securities) in the making of any payment of principal of, premium, if any, or interest on the Securities; (c) at any time during the continuance of any such Default, upon the written request of the Trustee, forthwith pay to the Trustee all sums so held in trust by such Paying Agent; and (d) acknowledge, accept and agree to comply in all aspects with the provisions of this Indenture relating to the duties, rights and liabilities of such Paying Agent. The Company may at any time, for the purpose of obtaining the satisfaction and discharge of this Indenture or for any other purpose, pay, or by Company Order direct any Paying Agent to pay, to the Trustee all sums held in trust by the Company or such Paying Agent, such sums to be held by the Trustee upon the same trusts as those upon which such sums were held by the Company or such Paying Agent; and, upon such payment by any Paying Agent to the Trustee, such Paying Agent will be released from all further liability with respect to such money. Any money deposited with the Trustee or any Paying Agent, or then held by the Company, in trust for the payment of the principal of, premium, if any, or interest on any Security and remaining unclaimed for two years after such principal, premium, if any, or interest has become due and payable shall be paid to the Company upon receipt of a Company Request therefor, or (if then held by the Company) will be discharged from such trust; and the Holder of such Security will thereafter, as an unsecured general creditor, look only to the Company for payment thereof, and all liability of the Trustee or such Paying Agent with respect to such trust money, and all liability of the Company as trustee thereof, will thereupon cease; provided, however, that the Trustee or such Paying Agent, before being required to make any such repayment, may at the expense of the Company cause to be published once, at the option of the Company in the New York Times or the Wall Street Journal (national edition), notice that such money remains unclaimed and that, after a date specified therein, which shall not be less than 30 days from the date of such publication, any unclaimed balance of such money then remaining shall be repaid to the Company. -85- Section 10.04. Corporate Existence. Subject to Article Eight, the Company shall do or cause to be done all things necessary to preserve and keep in full force and effect the corporate existence, rights (charter and statutory), licenses and franchises of the Company and each of the Restricted Subsidiaries; provided, however, that the Company shall not be required to preserve any such right, license or franchise if the Board of Directors of the Company shall determine that the preservation thereof is no longer desirable in the conduct of the business of the Company and the Restricted Subsidiaries as a whole and that the loss thereof is not adverse in any material respect to the Holders; provided, further, however, that the foregoing shall not prohibit a sale, transfer or conveyance of a Restricted Subsidiary of the Company or any of its assets in compliance with the terms of this Indenture. Section 10.05. Payment of Taxes and Other Claims. The Company shall pay or discharge or cause to be paid or discharged, before the same shall become delinquent, (a) all material taxes, assessments and governmental charges levied or imposed (i) upon the Company or any of the Restricted Subsidiaries or (ii) upon the income, profits or property of the Company or any of the Restricted Subsidiaries and (b) all lawful claims for labor, materials and supplies, which, if unpaid, could reasonably be expected to become a Lien upon the property of the Company or any of the Restricted Subsidiaries; provided, however, that the Company shall not be required to pay or discharge or cause to be paid or discharged any such tax, assessment, charge or claim whose amount, applicability or validity is being contested in good faith by appropriate proceedings properly instituted and diligently conducted and for which appropriate provision has been made. Section 10.06. Maintenance of Properties. The Company shall cause all material properties owned or leased by the Company or any of the Restricted Subsidiaries or used or held for use in the conduct of their respective businesses to be maintained and kept in good condition, repair and working order and supplied with all necessary equipment and shall cause to be made all necessary repairs, renewals, replacements, betterments and improvements thereof, all as in the judgment of the Company may be necessary so that the business carried on in connection therewith may be properly and advantageously conducted at all times; provided, however, that -86- nothing in this Section 10.06 shall prevent the Company from discontinuing the maintenance of any of such properties if such discontinuance is, in the judgment of the Company (as evidenced by a Board Resolution of the Board of Directors of the Company), desirable in the conduct of its business or the business of any of the Restricted Subsidiaries and is not disadvantageous in any material respect to the Holders. Section 10.07. Insurance. The Company shall maintain, and shall cause the Restricted Subsidiaries to maintain, insurance with responsible carriers against such risks and in such amounts, and with such deductibles, retentions, self-insured amounts and co-insurance provisions, as are customarily carried by similar businesses of similar size, including property and casualty loss, and workers' compensation insurance. Section 10.08. Books and Records. The Company shall keep proper books of record and account, in which full and correct entries shall be made of all financial transactions and the assets and business of the Company and each Restricted Subsidiary of the Company in compliance with GAAP. Section 10.09. Provision of Financial Statements. For so long as the Securities are outstanding, whether or not the Company or any Guarantor is subject to Section 13(a) or 15(d) of the Exchange Act, or any successor provision thereto, the Company and the Guarantors shall file with the Commission (if permitted by Commission practice and applicable law and regulations) the annual reports, quarterly reports and other documents which the Company or the Guarantors would have been required to file with the Commission pursuant to such Section 13(a) or 15(d) or any successor provision thereto if the Company or the Guarantors were so subject, such documents to be filed with the Commission on or prior to the respective dates (the "Required Filing Dates") by which the Company or the Guarantors would have been required so to file such documents if the Company or the Guarantors were so subject. The Company and the Guarantors shall also in any event (a) within 15 days after each Required Filing Date (whether or not permitted or required to be filed with the Commission) (i) transmit (or cause to be transmitted) by mail to all Holders of Securities, as their names and addresses appear in the Security Register, without cost to such Holders, and (ii) file with the Trustee, copies of the -87- annual reports, quarterly reports and other documents which the Company or the Guarantors are required to file with the Commission pursuant to the preceding sentence, or, if such filing is not so permitted, information and data of a similar nature, and (b) if, notwithstanding the preceding sentence, filing such documents by the Company and the Guarantors with the Commission is not permitted by Commission practice or applicable law or regulations, promptly upon written request supply copies of such documents to any Holder of Securities. In addition, for so long as any Securities remain outstanding, the Company and the Guarantors shall furnish to the Holders of Securities and to securities analysts and prospective investors, upon their request, the information required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act, and, to any beneficial holder of Securities, if not obtainable from the Commission, information of the type that would be filed with the Commission pursuant to the foregoing provisions, upon the request of any such holder. Section 10.10. Change of Control. Following the occurrence of a Change of Control (the date of such occurrence, the "Change of Control Date"), the Company shall notify the Holders of Securities in writing of such occurrence and shall make an offer to purchase (the "Change of Control Offer"), within 20 days after the Change of Control Date, all Securities then Outstanding at a purchase price in cash equal to 101% of the principal amount thereof, plus accrued and unpaid interest thereon, if any, to the date fixed for purchase of Securities validly tendered and not withdrawn, which date shall not be earlier than the 20th Business Day following the mailing of the Change of Control Offer or later than the last day such Change of Control Offer is required to remain open by applicable law (the "Change of Control Purchase Date"). Failure to mail the notice of a Change of Control Offer on the date specified below or to have satisfied the foregoing condition precedent by the date that such notice is required to be mailed will constitute a covenant Default under Section 5.01(c). Notice of a Change of Control Offer shall be mailed by the Company not more than 20 days after the Change of Control Date to the Holders of Securities at their last registered addresses with a copy to the Trustee and the Paying Agent. The Change of Control Offer shall remain open from the time of mailing for at least 20 Business Days or such longer period as may be required by -88- applicable law. The notice, which shall govern the terms of the Change of Control Offer, shall include such disclosures as are required by law and shall state: (a) that the Change of Control Offer is being made pursuant to this Section 10.10 and that all Securities tendered into the Change of Control Offer will be accepted for payment; and that the Change of Control Offer shall remain open for a period of 20 Business Days or such longer period as may be required by applicable law. (b) the purchase price (including the amount of accrued interest, if any) for each Security, the Change of Control Purchase Date and the date on which the Change of Control Offer expires; (c) that any Security not tendered for payment shall continue to accrue interest in accordance with the terms thereof; (d) that, unless the Company shall default in the payment of the purchase price, any Security accepted for payment pursuant to the Change of Control Offer shall cease to accrue interest after the Change of Control Purchase Date; (e) that Holders electing to have Securities purchased pursuant to a Change of Control Offer shall be required to surrender their Securities to the Paying Agent at the address specified in the notice prior to 5:00 p.m., New York City time, on the Change of Control Purchase Date and must complete any form letter of transmittal proposed by the Company and acceptable to the Trustee and the Paying Agent; (f) that Holders of Securities shall be entitled to withdraw their election if the Paying Agent receives, not later than 5:00 p.m., New York City time, on the Change of Control Purchase Date, a facsimile transmission or letter setting forth the name of the Holders, the principal amount of Securities the Holders delivered for purchase, the Security certificate number (if any) and a statement that such Holder is withdrawing his election to have such Securities purchased; (g) that Holders whose Securities are purchased only in part shall be issued Securities of like tenor equal in principal amount to the unpurchased portion of the Securities surrendered; -89- (h) the instructions that Holders must follow in order to tender their Securities; and (i) information concerning the business of the Company, the most recent annual and quarterly reports of the Company filed with the Commission pursuant to the Exchange Act (or, if the Company is not permitted to file any such reports with the Commission, the comparable reports prepared pursuant to Section 10.09), a description of material developments in the Company's business, information with respect to pro forma historical financial position and results of operations after giving effect to such Change of Control and such other information concerning the circumstances and relevant facts regarding such Change of Control and Change of Control Offer as would, in the good faith judgment of the Company, be material to a Holder of Securities in connection with the decision of such Holder as to whether or not it should tender Securities pursuant to the Change of Control Offer. On the Change of Control Purchase Date, the Company shall (i) accept for payment Securities or portions thereof tendered pursuant to the Change of Control Offer, (ii) deposit with the Paying Agent money, in immediately available funds, sufficient to pay the purchase price of all Securities or portions thereof so tendered and accepted and (iii) deliver to the Trustee the Securities so accepted together with an Officers' Certificate setting forth the Securities or portions thereof tendered to and accepted for payment by the Company. The Paying Agent shall promptly mail or deliver to the Holders of Securities so accepted payment in an amount equal to the purchase price, and the Trustee shall promptly authenticate and mail or deliver to such Holders a new Security of like tenor equal in principal amount to any unpurchased portion of the Security surrendered. Any Securities not so accepted shall be promptly mailed or delivered by the Company to the Holder thereof. The Company shall publicly announce the results of the Change of Control Offer not later than the first Business Day following the Change of Control Purchase Date. The Company shall comply, to the extent applicable, with the requirements of Section 14(e) of the Exchange Act, and any other applicable securities laws or regulations and any applicable requirements of any securities exchange on which the Securities are listed in connection with the repurchase of Securities pursuant to a Change of Control Offer, and any violations of this Section 10.10 occurring as a result of such compliance shall not be deemed a Default. -90- Section 10.11. Limitation on Indebtedness. The Company shall not, and shall not cause or permit any of the Restricted Subsidiaries to, directly or indirectly, create, incur, assume, issue, guarantee or in any manner become liable for or with respect to, contingently or otherwise (in each case, to "incur"), the payment of any Indebtedness (including any Acquired Indebtedness); provided, however, that (i) the Company may incur Indebtedness (including Acquired Indebtedness) and (ii) a Restricted Subsidiary may incur Acquired Indebtedness, if, in either case, immediately after giving pro forma effect thereto, the Consolidated Fixed Charge Coverage Ratio of the Company is at least equal to (i) if the date of such incurrence is on or prior to December 31, 2000, 2.00:1.0, and (ii) if the date of such incurrence is after December 31, 2000, 2.25:1.0. Notwithstanding the foregoing, the Company and, to the extent specifically set forth below, the Restricted Subsidiaries may incur each and all of the following (collectively, "Permitted Indebtedness"): (i) Indebtedness of the Company under the New Revolving Credit Facility in an aggregate principal amount at any time outstanding not to exceed $20.0 million (it being understood that additional Indebtedness may be incurred under the New Revolving Credit Facility pursuant to the other provisions of this Section 10.11); (ii) Indebtedness of the Company or any Guarantor under the Indenture and the Securities; (iii) Indebtedness of the Company or any Restricted Subsidiary not otherwise referred to in this paragraph that is outstanding on the Issue Date, except Indebtedness to be repaid as described under "Use of Proceeds" in the Offering Memorandum; (iv) Indebtedness of the Company or any Restricted Subsidiary in respect of performance bonds, bankers' acceptances, letters of credit of the Company or any Restricted Subsidiary and surety bonds provided by the Company or any Restricted Subsidiary in the ordinary course of business, not to exceed $10.0 million in the aggregate at any time outstanding; (v) Indebtedness of any Restricted Subsidiary owed to and held by the Company or any Restricted Subsidiary, and Indebtedness of the Company owed -91- to and held by any Restricted Subsidiary which is unsecured and subordinated in right of payment to the payment and performance of the Company's obligations under this Indenture and the Securities; provided, however, that an incurrence of Indebtedness that is not permitted by this clause (v) shall be deemed to have occurred upon (a) any sale or other disposition of any Indebtedness of the Company or any Restricted Subsidiary referred to in this clause (v) to a Person (other than the Company or any Restricted Subsidiary), (b) any sale or other disposition of Capital Stock of any Restricted Subsidiary which holds Indebtedness of the Company or another Restricted Subsidiary such that such Restricted Subsidiary ceases to be a Restricted Subsidiary and (c) the designation of a Restricted Subsidiary which holds Indebtedness of the Company or any other Restricted Subsidiary as an Unrestricted Subsidiary; (vi) any guarantee of Indebtedness by a Restricted Subsidiary incurred in compliance with Section 10.17; (vii) Interest Rate Protection Obligations of the Company or any Restricted Subsidiary covering Indebtedness of the Company or such Restricted Subsidiary (which Indebtedness (a) bears interest at fluctuating interest rates and (b) is otherwise permitted to be incurred under this Section 10.11) to the extent the notional principal amount of such Interest Rate Protection Obligations does not exceed the principal amount of the Indebtedness to which such Interest Rate Protection Obligations relate; (viii) Indebtedness of the Company or any Restricted Subsidiary under Currency Agreements relating to (a) Indebtedness of the Company or such Restricted Subsidiary and/or (b) obligations to purchase or sell assets or properties, in each case, incurred in the ordinary course of business of the Company; provided, however, that such Currency Agreements do not increase the Indebtedness or other obligations of the Company outstanding other than as a result of fluctuations in foreign currency exchange rates or by reason of fees, indemnities and compensation payable thereunder; (ix) Purchase Money Indebtedness and Capitalized Lease Obligations of the Company or any Restricted Subsidiary not to exceed $10.0 million in the aggregate outstanding at any time; -92- (x) (a) Indebtedness of the Company or any Guarantor to the extent the proceeds thereof are used to Refinance Indebtedness of the Company or any Guarantor or any Restricted Subsidiary and (b) Indebtedness of any Restricted Subsidiary that is not a Guarantor to the extent the proceeds thereof are used to Refinance Indebtedness of any Restricted Subsidiary that is not a Guarantor, in each case incurred under the first paragraph of this Section 10.11 or Indebtedness referred to under clause (iii) (other than the Indebtedness to be repaid as described under "Use of Proceeds" in the Offering Memorandum) of this paragraph; provided, however, that, in the case of either clause (a) or (b), (1) the principal amount of Indebtedness incurred pursuant to this clause (x) (or, if such Indebtedness provides for an amount less than the principal amount thereof to be due and payable upon a declaration of acceleration of the maturity thereof, the original issue price of such Indebtedness) shall not exceed the sum of the principal amount of Indebtedness so refinanced (or, if such Indebtedness provides for an amount less than the principal amount thereof to be due and payable upon a declaration of acceleration of the maturity thereof, the original issue price of such Indebtedness, plus any accreted value attributable thereto since the original issuance of such Indebtedness), plus the amount of any premium required to be paid in connection with such Refinancing pursuant to the terms of such Indebtedness or the amount of any premium reasonably determined by the Company or a Restricted Subsidiary, as applicable, as necessary to accomplish such Refinancing by means of a tender offer or privately negotiated purchase, plus the amount of expenses in connection therewith; and (2) Indebtedness incurred pursuant to this clause (x) shall not reduce the Average Life to Stated Maturity of the Indebtedness so refinanced; and (xi) in addition to the items referred to in clauses (i) through (x) above, additional Indebtedness of the Company or any Restricted Subsidiary not to exceed an aggregate principal amount at any time outstanding of $10.0 million. For purposes of determining compliance with this Section 10.11, in the event that an item of Indebtedness meets the criteria of more than one of the types of Indebtedness permitted by this Section 10.11, the Company in its sole discretion shall classify such item of Indebtedness and only be required to include the amount of such Indebtedness as one of such types. -93 Section 10.12. Statement by Officers as to Default. The Company shall deliver to the Trustee, within 45 days after the end of the first three fiscal quarters of the Company ending after the date hereof and 90 days after the end of each fiscal year of the Company ending after the date hereof, a written statement signed by the chairman or a chief executive officer, the principal financial officer or principal accounting officer of the Company, stating (i) that a review of the activities of the Company during the preceding fiscal quarter or year, as applicable, has been made under the supervision of the signing officers with a view to determining whether the Company has kept, observed, performed and fulfilled its obligations under this Indenture, and (ii) that, to the knowledge of each officer signing such certificate, the Company has kept, observed, performed and fulfilled each and every covenant and condition contained in this Indenture and is not in default in the performance or observance of any of the terms, provisions, conditions and covenants hereof (or, if a Default shall have occurred, describing all such Defaults of which such officers may have knowledge, their status and what action the Company is taking or proposes to take with respect thereto). When any Default has occurred and is continuing, or if the Trustee or any Holder or the trustee for or the holder of any other evidence of Indebtedness of the Company or any Restricted Subsidiary gives any notice or takes any other action with respect to a claimed default, the Company shall promptly notify the Trustee of such Default, notice or action and shall deliver to the Trustee by registered or certified mail or by telegram, or facsimile transmission followed by hard copy by registered or certified mail an Officers' Certificate specifying such event, notice or other action within five Business Days after the Company becomes aware of such occurrence and what action the Company is taking or proposes to take with respect thereto. Section 10.13. Limitation on Restricted Payments. The Company shall not, and shall not cause or permit any of the Restricted Subsidiaries to, directly or indirectly: (i) declare or pay any dividend or make any other distribution or payment on or in respect of Capital Stock of the Company or any Restricted Subsidiary or any payment made to the direct or indirect holders (in their capacities as such) of Capital Stock of the Company or any Restricted -94- Subsidiary (other than dividends or distributions made to the Company or a Restricted Subsidiary and dividends and distributions payable solely in Capital Stock of the Company (other than Redeemable Capital Stock) or in rights to purchase Capital Stock of the Company (other than Redeemable Capital Stock)); or (ii) purchase, redeem, defease or otherwise acquire or retire for value any Capital Stock of the Company or any Restricted Subsidiary (other than any such Capital Stock owned by the Company or a Restricted Subsidiary); or (iii) make any principal payment on, or purchase, defease, repurchase, redeem or otherwise acquire or retire for value, prior to any scheduled maturity, scheduled repayment, scheduled sinking fund payment or other Stated Maturity, any Subordinated Indebtedness (other than any Subordinated Indebtedness owed to and held by the Company or a Restricted Subsidiary); or (iv) make any Investment (other than a Permitted Investment) in any Person (other than in the Company, any Restricted Subsidiary or a Person that becomes a Restricted Subsidiary, or is merged with or into or consolidated with the Company or a Restricted Subsidiary (provided the Company or a Restricted Subsidiary is the survivor), as a result of or in connection with such Investment) (each such payment or Investment (other than an exception thereto) described in the preceding clauses (i), (ii), (iii) and (iv) is referred to as a "Restricted Payment"), unless, at the time of and after giving effect to the proposed Restricted Payment (the amount of any such Restricted Payment, if other than in cash, shall be the Fair Market Value of the asset(s) proposed to be transferred by the Company or such Restricted Subsidiary, as the case may be, pursuant to such Restricted Payment): (A) no Default shall have occurred and be continuing; (B) the Company could incur $1.00 of additional Indebtedness (other than Permitted Indebtedness) under Section 10.11; and (C) the aggregate amount of all Restricted Payments declared or made from and after the Issue Date would not exceed the sum of (1) 50% of -95- cumulative Consolidated Net Income of the Company during the period (treated as one accounting period) beginning on the Issue Date and ending on the last day of the fiscal quarter of the Company immediately preceding the date of such proposed Restricted Payment for which consolidated financial information of the Company is available (or, if such cumulative Consolidated Net Income of the Company for such period shall be a deficit, minus 100% of such deficit), plus (2) the aggregate net cash proceeds received by the Company either (x) as capital contributions in the form of common equity to the Company after the Issue Date or (y) from the issuance or sale of Capital Stock (excluding Redeemable Capital Stock but including Capital Stock issued upon the conversion of convertible Indebtedness, in exchange for outstanding Indebtedness or from the exercise of options, warrants or rights to purchase Capital Stock (other than Redeemable Capital Stock)) of the Company to any Person (other than to a Restricted Subsidiary of the Company) after the Issue Date (excluding the net cash proceeds from any issuance and sale of Capital Stock financed, directly or indirectly, using funds borrowed from the Company or any Restricted Subsidiary until and to the extent such borrowing is repaid), plus (3) in the case of the disposition or repayment of any Investment constituting a Restricted Payment made after the Issue Date, an amount (to the extent not included in Consolidated Net Income and to the extent such disposition or repayment does not reduce the amount of Investments outstanding under clause (viii) of the second succeeding paragraph hereunder) equal to the lesser of the return of capital with respect to such Investment and the initial amount of such Investment which was treated as a Restricted Payment, in either case, less the cost of the disposition of such Investment and net of taxes, plus (4) so long as the Designation thereof was treated as a Restricted Payment made after the Issue Date, with respect to any Unrestricted Subsidiary that has been redesignated as a Restricted Subsidiary after the Issue Date in accordance with Section 10.20, the Fair Market Value of the Company's interest in such Subsidiary calculated in accordance with GAAP, provided that such amount shall not in any case exceed the Designation Amount with respect to such Restricted Subsidiary upon its Designation, minus (5) the Designation Amount (measured as of the date of Designation) with respect to any Subsidiary of the Company which has been designated as an Unrestricted Subsidiary after the Issue Date in accordance with Section 10.20. -96- For purposes of the preceding clause (C)(2), upon the issuance of Capital Stock either from the conversion of convertible Indebtedness or exchange for outstanding Indebtedness or upon the exercise of options, warrants or rights, the amount counted as net cash proceeds received will be the cash amount received by the Company at the original issuance of the Indebtedness that is so converted or exchanged or from the issuance of options, warrants or rights, as the case may be, plus the incremental amount of cash received by the Company, if any, upon the conversion, exchange or exercise thereof. None of the foregoing provisions of this Section 10.13 will prohibit (i) the payment of any dividend within 60 days after the date of its declaration, if at the date of declaration such payment would be permitted by the provisions of the Indenture; (ii) so long as no Default shall have occurred and be continuing or would arise therefrom, the redemption, repurchase or other acquisition or retirement of any shares of any class of Capital Stock of the Company in exchange for, or out of the net cash proceeds of, a substantially concurrent issue and sale of other shares of Capital Stock (other than Redeemable Capital Stock) of the Company to any Person (other than to a Restricted Subsidiary); provided, however, that any such net proceeds and the value of any Capital Stock issued in exchange for such retired Capital Stock are excluded from clause (C)(2) of the second preceding paragraph; (iii) so long as no Default shall have occurred and be continuing or would arise therefrom, any redemption, repurchase or other acquisition or retirement of Subordinated Indebtedness made by exchange for, or out of the net cash proceeds of, a substantially concurrent issue and sale of (A) Capital Stock (other than Redeemable Capital Stock) of the Company to any Person (other than to a Restricted Subsidiary); provided, however, that any such net cash proceeds and the value of any Capital Stock issued in exchange for Subordinated Indebtedness are excluded from clause (C)(2) of the second preceding paragraph; or (B) Indebtedness of the Company or any Guarantor so long as such Indebtedness (1) is subordinated to the Securities and the Security Guarantees of such Guarantor, as the case may be, at least to the same extent as the Subordinated Indebtedness so purchased, exchanged, redeemed, repurchased, acquired or retired, (2) has no Stated Maturity earlier than the Stated Maturity for the final scheduled principal payment of the Securities and (3) shall not reduce the Average Life to Stated Maturity of the Subordinated Indebtedness so redeemed, repurchased, acquired or retired; (iv) Investments constituting Restricted Payments made as a result of the receipt of non-cash consideration from any Asset Sale made pursuant to and in compliance with Section 10.15; (v) the purchase, redemption -97- or other acquisition, cancellation or retirement for value of Capital Stock, or options, warrants, equity appreciation rights or other rights to purchase or acquire Capital Stock, of the Company or any Restricted Subsidiary, or similar securities, held by officers or employees or former officers or employees of the Company or any Restricted Subsidiary (or their estates or beneficiaries under their estates), upon death, disability, retirement or termination of employment, not to exceed $1.0 million in any consecutive 12-month period; (vi) the payment of dividends on the Outstanding Preferred Stock as required pursuant to the terms of the Company's Articles of Incorporation as in effect on the Issue Date; (vii) the redemption of shares of the Company's Series A Preferred Stock, no par value per share, outstanding on the Issue Date required by the holder thereof after August 1, 2002 pursuant to the terms of the Company's Article of Incorporation as in effect on the Issue Date; or (viii) Investments not to exceed $5.0 million in the aggregate outstanding at any time. In computing the amount of Restricted Payments previously made for purposes of clause (C) of the second preceding paragraph, Restricted Payments under the immediately preceding clauses (i), (iv), (v), (vi), (vii) and (viii) shall be included. Section 10.14. Limitation on Transactions with Affiliates. The Company shall not, and shall not cause or permit any of the Restricted Subsidiaries to, directly or indirectly, conduct any business or enter into or suffer to exist any transaction or series of related transactions with, or for the benefit of, any of their respective Affiliates or any beneficial holder of 10% or more of any class of Capital Stock of the Company or any officer, director or employee of the Company or any Restricted Subsidiary (each, an "Affiliate Transaction"), unless (i) such Affiliate Transaction is on terms that are no less favorable to the Company or the Restricted Subsidiary, as the case may be, than those which could have been obtained in a comparable transaction at such time from Persons who do not have such a relationship, (ii) with respect to any Affiliate Transaction or series of Affiliate Transactions involving aggregate payments or value equal to or greater than $1.0 million, the Company shall have delivered an Officers' Certificate to the Trustee certifying that such Affiliate Transaction or series of Affiliate Transactions has been approved by a majority of the Board of Directors of the Company, including a majority of the disinterested directors of the Board of Directors of the Company, and (iii) with respect to any Affiliate Transaction or series of -98- Affiliate Transactions involving aggregate payments or value equal to or greater than $5.0 million, the Company shall have obtained a written opinion from an Independent Financial Advisor stating that the terms of such Affiliate Transaction or series of Affiliate Transactions are fair, from a financial point of view, to the Company or the Restricted Subsidiary involved, as the case may be. Notwithstanding the foregoing, the restrictions set forth in this Section 10.14 shall not apply to (i) transactions with or among the Company and the Restricted Subsidiaries; (ii) customary directors' fees, indemnification and similar arrangements, consulting fees, employee salaries, bonuses or employment agreements, compensation or employee benefit arrangements and incentive arrangements with any officer, director or employee of the Company or any Restricted Subsidiary entered into in the ordinary course of business (including customary benefits thereunder) and payments under any indemnification arrangements permitted by applicable law; (iii) the issue and sale by the Company to its stockholders of Capital Stock (other than Redeemable Capital Stock); (iv) any dividends made in compliance with Section 10.13; (v) loans and advances to officers, directors and employees of the Company or any Restricted Subsidiary for travel, entertainment, moving and other relocation expenses, in each case made in the ordinary course of business; (vi) the incurrence of intercompany Indebtedness permitted pursuant to clause (v) of the second paragraph of Section 10.11; (vii) Affiliate Transactions consummated prior to the Issue Date and any renewal or replacement thereof on terms and conditions no less favorable in any respect than that existing on the Issue Date; (viii) payments to George McFadden pursuant to the Consulting Agreement (as in effect on the Issue Date) not to exceed $1.25 million in any fiscal year (exclusive of reimbursement of expenses); (ix) loans and advances to David R. Hamilton made after the Issue Date not to exceed $350,000 in the aggregate at any one time outstanding; and (x) payments to Acumen Consulting Group, Inc. as required by and pursuant to the terms of the Service Agreement (as in effect on the Issue Date). Section 10.15. Disposition of Proceeds of Asset Sales. The Company shall not, and shall not cause or permit any Restricted Subsidiary to, directly or indirectly, make any Asset Sale, unless (i) the Company or such Restricted Subsidiary, as the case may be, receives consideration at the time of such Asset Sale at least equal to the Fair Market Value of the assets sold or otherwise disposed of and (ii) at least 85% of such -99- consideration consists of (A) cash or Cash Equivalents, (B) properties and capital assets to be used in the same line of business being conducted by the Company or any Restricted Subsidiary on the Issue Date or (C) Capital Stock in any Person which thereby becomes a Restricted Subsidiary whose assets consist primarily of properties and capital assets used in the same line of business being conducted by the Company or any Restricted Subsidiary on the Issue Date. The amount of any (i) Indebtedness (other than any Subordinated Indebtedness) of the Company or any Restricted Subsidiary that is actually assumed by the transferee in such Asset Sale and from which the Company and the Restricted Subsidiaries are fully released shall be deemed to be cash for purposes of determining the percentage of cash consideration received by the Company or the Restricted Subsidiaries and (ii) notes or other similar obligations received by the Company or the Restricted Subsidiaries from such transferee that are converted, sold or exchanged within thirty days of the related Asset Sale by the Company or the Restricted Subsidiaries into cash shall be deemed to be cash, in an amount equal to the net cash proceeds realized upon such conversion, sale or exchange for purposes of determining the percentage of cash consideration received by the Company or the Restricted Subsidiaries. The Company or such Restricted Subsidiary, as the case may be, may (i) apply the Net Cash Proceeds of any Asset Sale within 365 days of receipt thereof to (x) repay Indebtedness of the Company or any Restricted Subsidiary which is secured by a Lien on the assets or property of the Company or a Restricted Subsidiary which was the subject of such Asset Sale and permanently reduce any related commitment or (y) repay any Indebtedness (other than Subordinated Indebtedness and other than any Indebtedness owed to the Company or any Restricted Subsidiary) of the Company or any Guarantor in an amount not to exceed the Other Senior Debt Pro Rata Share and permanently reduce any related commitment, or (ii) commit in writing to acquire, construct or improve properties and capital assets to be used in the same line of business as being conducted by the Company or any Restricted Subsidiary on the Issue Date and so apply such Net Cash Proceeds within 365 days after the receipt thereof. To the extent all or part of the Net Cash Proceeds of any Asset Sale are not applied, or the Company determines not to so apply such Net Cash Proceeds, within 365 days of such Asset Sale as described in clause (i) or (ii) of the immediately preceding paragraph (such Net Cash Proceeds, the "Unutilized Net Cash Proceeds"), the Company shall, within 20 days after such 365th day or -100- at any earlier time after such Asset Sale, make an offer to purchase (the "Asset Sale Offer") all Outstanding Securities up to a maximum principal amount (expressed as a multiple of $1,000) of Securities equal to such Unutilized Net Cash Proceeds, at a purchase price in cash equal to 100% of the principal amount thereof, plus accrued and unpaid interest thereon, if any, to the date fixed for purchase of Securities validly tendered and not withdrawn, which date shall not be earlier than the 20th Business Day following the mailing of the Asset Sale Offer or later than the last day such Asset Sale Offer is required to remain open by applicable law (the "Asset Sale Offer Purchase Date"); provided, however, that the Asset Sale Offer may be deferred until there are aggregate Unutilized Net Cash Proceeds equal to or in excess of $10.0 million, at which time the entire amount of such Unutilized Net Cash Proceeds, and not just the amount in excess of $10.0 million, shall be applied as required pursuant to this paragraph. With respect to any Asset Sale Offer effected pursuant to this Section 10.15, among the Securities, to the extent the aggregate principal amount of Securities tendered pursuant to such Asset Sale Offer exceeds the Unutilized Net Cash Proceeds to be applied to the repurchase thereof, such Securities shall be purchased pro rata based on the aggregate principal amount of such Securities tendered by each Holder. To the extent the Unutilized Net Cash Proceeds exceed the aggregate amount of Securities tendered by the Holders of the Securities pursuant to such Asset Sale Offer, the Company may retain and utilize any portion of the Unutilized Net Cash Proceeds not applied to repurchase the Securities for any purpose consistent with the other terms of this Indenture. Notice of an Asset Sale Offer shall be mailed by the Company not more than 20 days after the obligation to make such Asset Sale Offer arises to the Holders of Securities at their last registered addresses with a copy to the Trustee and the Paying Agent. The Asset Sale Offer shall remain open from the time of mailing for at least 20 Business Days or such longer period as may be required by applicable law. The notice, which shall govern the terms of the Asset Sale Offer, shall include such disclosures as are required by law and shall state: (a) that the Asset Sale Offer is being made pursuant to this Section 10.15 and that all Securities tendered into the Asset Sale Offer shall be accepted for payment; provided, however, that if the aggregate principal amount of Securities tendered in the Asset Sale Offer exceeds the Unutilized Net Cash Proceeds, the Company shall select the Securities to be -101- purchased on a pro rata basis based upon the aggregate principal amount of such Securities tendered by each Holder; and that the Asset Sale Offer shall remain open for a period of 20 Business Days or such longer period as may be required by applicable law; (b) the purchase price (including the amount of accrued interest, if any) for each Security, the Asset Sale Offer Purchase Date and the date on which the Asset Sale Offer expires; (c) that any Security not tendered for payment shall continue to accrue interest in accordance with the terms thereof; (d) that, unless the Company shall default in the payment of the purchase price, any Security accepted for payment pursuant to the Asset Sale Offer shall cease to accrue interest after the Asset Sale Offer Purchase Date; (e) that Holders electing to have Securities purchased pursuant to an Asset Sale Offer shall be required to surrender their Securities to the Paying Agent at the address specified in the notice prior to 5:00 p.m., New York City time, on the Asset Sale Offer Purchase Date and must complete any form letter of transmittal proposed by the Company and acceptable to the Trustee and the Paying Agent; (f) that Holders of Securities shall be entitled to withdraw their election if the Paying Agent receives, not later than 5:00 p.m., New York City time, on the Asset Sale Offer Purchase Date, a facsimile transmission or letter setting forth the name of the Holders, the principal amount of Securities the Holders delivered for purchase, the Security certificate number (if any) and a statement that such Holder is withdrawing his election to have such Securities purchased; (g) that Holders whose Securities are purchased only in part shall be issued Securities of like tenor equal in principal amount to the unpurchased portion of the Securities surrendered; (h) the instructions that Holders must follow in order to tender their Securities; and -102- (i) information concerning the business of the Company, the most recent annual and quarterly reports of the Company filed with the Commission pursuant to the Exchange Act (or, if the Company is not permitted to file any such reports with the Commission, the comparable reports prepared pursuant to Section 10.09), a description of material developments in the Company's business, information with respect to pro forma historical financial position and results of operations after giving effect to such Asset Sale and such other information concerning the circumstances and relevant facts regarding such Asset Sale and Asset Sale Offer as would, in the good faith judgment of the Company, be material to a Holder of Securities in connection with the decision of such Holder as to whether or not it should tender Securities pursuant to the Asset Sale Offer. On the Asset Sale Offer Purchase Date, the Company shall (i) accept for payment (subject to pro ration as described in the second preceding paragraph) Securities or portions thereof tendered pursuant to the Asset Sale Offer, (ii) deposit with the Paying Agent money, in immediately available funds, sufficient to pay the purchase price of all Securities or portions thereof so tendered and accepted and (iii) deliver to the Trustee the Securities so accepted together with an Officers' Certificate setting forth the Securities or portions thereof tendered to and accepted for payment by the Company. The Paying Agent shall promptly mail or deliver to the Holders of Securities so accepted payment in an amount equal to the purchase price, and the Trustee shall promptly authenticate and mail or deliver to such Holders a new Security of like tenor equal in principal amount to any unpurchased portion of the Security surrendered. Any Securities not so accepted shall be promptly mailed or delivered by the Company to the Holder thereof. The Company shall publicly announce the results of the Asset Sale Offer not later than the first Business Day following the Asset Sale Offer Purchase Date. In the event that the Company makes an Asset Sale Offer, the Company shall comply, to the extent applicable, with the requirements of Section 14(e) of the Exchange Act, and any other applicable securities laws or regulations and any applicable requirements of any securities exchange on which the Securities are listed, and any violation of this Section 10.15 occurring as a result of such compliance shall not be deemed a Default. -103- Section 10.16. Limitation on Liens. The Company shall not, and shall not cause or permit any Restricted Subsidiary to, create, incur, assume or suffer to exist any Lien (except Permitted Liens) of any kind, upon any of its property or assets, whether now owned or acquired after the Issue Date, or any proceeds therefrom, or assign or convey any right to receive income therefrom; provided, however, the Company or any Guarantor may secure either (i) Subordinated Indebtedness, if the Securities, in the case of the Company, and the Security Guarantee, in the case of a Restricted Subsidiary that is a Guarantor, are secured by a Lien on such property, assets or proceeds that is senior in priority to the Lien securing such Subordinated Indebtedness or (ii) any other Indebtedness, if the Securities, in the case of the Company, and the Security Guarantee, in the case of a Restricted Subsidiary that is a Guarantor, are equally and ratably secured thereby. Section 10.17. Limitation on Guarantees by Restricted Subsidiaries. (a) The Company shall not cause or permit any of the Domestic Subsidiaries, directly or indirectly, to guarantee the payment of any Indebtedness of the Company ("Other Indebtedness") unless such Domestic Subsidiary (A) is a Guarantor or (B) simultaneously executes and delivers a supplemental indenture to the Indenture pursuant to which it shall become a Guarantor under the Indenture and complies with the other provisions of paragraph (b) of this Section 10.17; provided, however, that if such Other Indebtedness is (i) pari passu in right of payment with the Securities, the Security Guarantee of such Domestic Subsidiary shall be pari passu in right of payment with the guarantee of the Other Indebtedness; or (ii) Subordinated Indebtedness, the Security Guarantee of such Domestic Subsidiary shall be senior in right of payment to the guarantee of the Other Indebtedness (which guarantee of such Subordinated Indebtedness shall provide that such guarantee is subordinated to the Security Guarantee of such Domestic Subsidiary to the same extent and in the same manner as the Other Indebtedness is subordinated to the Securities); provided, further, however, that each Domestic Subsidiary issuing a Security Guarantee shall be automatically and unconditionally released and discharged from its obligations under such Security Guarantee upon the release or discharge of the guarantee of the Other Indebtedness that resulted in the creation of such Security Guarantee, except a discharge or release by, or as a result of, any payment under the guarantee of such Other Indebtedness by such -104- Domestic Subsidiary. The Company may, at any time, cause a Domestic Subsidiary to become a Guarantor by executing and delivering a supplemental indenture providing for the guarantee of payment of the Securities by such Domestic Subsidiary on the basis provided in the Indenture and complying with the other provisions of paragraph (b) of this Section 10.17. (b) Any Person required by paragraph (a) of this Section 10.17 to become, or is at the option of the Company becoming, a Guarantor shall execute and deliver to the Trustee (a) a supplemental indenture in form and substance satisfactory to the Trustee, which subjects such person to the provisions (including the representations and warranties) of this Indenture as a Guarantor, (b) in the event that as of the date of such supplemental indenture any Registrable Securities are outstanding, an instrument in form and substance satisfactory to the Trustee which subjects such person to the provisions of the Registration Rights Agreement with respect to such outstanding Registrable Securities, and (c) an Opinion of Counsel to the effect that such supplemental indenture and such instrument have been duly authorized and executed by such Person and constitutes the legal, valid and binding obligation of such Person (subject to customary assumptions and exceptions). Section 10.18. Restrictions on Preferred Stock of Restricted Subsidiaries. The Company shall not sell, and shall not cause or permit any of the Restricted Subsidiaries to issue, any Preferred Stock of any Restricted Subsidiary (other than to the Company or to a Wholly-Owned Restricted Subsidiary) or permit any Person (other than the Company or a Wholly-Owned Restricted Subsidiary) to own any Preferred Stock of any Restricted Subsidiary. Section 10.19. Limitation on Dividends and Other Payment Restrictions Affecting Restricted Subsidiaries. The Company shall not, and shall not cause or permit any Restricted Subsidiary to, directly or indirectly, create or otherwise cause or suffer to exist, or enter into any agreement with any Person that would cause to become effective, any consensual encumbrance or restriction of any kind, on the ability of any Restricted Subsidiary to (a) pay dividends, in cash or otherwise, or make any other distribution on or in respect of its Capital Stock or any other interest or participation in, or measured by, its profits, to the Company or any -105- other Restricted Subsidiary, (b) pay any Indebtedness owed to the Company or any other Restricted Subsidiary, (c) make loans or advances to, or guarantee any Indebtedness or other obligations of, the Company or any other Restricted Subsidiary or (d) transfer any of its property or assets to the Company or any other Restricted Subsidiary, except any encumbrance or restriction (i) existing under the New Revolving Credit Facility as in effect on the Issue Date relating to assets subject to a Lien created at any time thereby; (ii) with respect to a Restricted Subsidiary that is not a Restricted Subsidiary on the Issue Date, in existence at the time such Person becomes a Restricted Subsidiary (but not created in contemplation thereof); provided, however, that such encumbrances and restrictions are not applicable to the Company or any other Restricted Subsidiary, or the properties or assets of the Company or any other Restricted Subsidiary; (iii) customary non-assignment provisions in leases entered into in the ordinary course of business and consistent with past practices; (iv) Purchase Money Indebtedness for property acquired in the ordinary course of business that only imposes encumbrances and restrictions on the property so acquired; (v) any agreement for the sale or disposition of the Capital Stock or assets of any Restricted Subsidiary; provided, however, that such encumbrances and restrictions described in this clause (v) are only applicable to such Restricted Subsidiary or assets, as applicable, and any such sale or disposition is made in compliance with Section 10.15 to the extent applicable thereto; and (vi) any encumbrance or restriction existing under any agreement that Refinances the agreements containing the encumbrance or restrictions in the foregoing clauses (i) and (ii); provided, however, that the terms and conditions of any such restrictions permitted under this clause (vi) are not materially less favorable to the holders of the Securities than those under or pursuant to the agreement evidencing the Indebtedness Refinanced. Section 10.20. Limitation on Designations of Unrestricted Subsidiaries. (a) The Company may designate after the Issue Date any Subsidiary (other than a Guarantor) as an "Unrestricted Subsidiary" under the Indenture (a "Designation") only if: (i) no Default shall have occurred and be continuing at the time of or after giving effect to such Designation; (ii) the Company would be permitted to make an Investment (other than a Permitted Investment) at the time of Designation (assuming the effectiveness of such Designation) pursuant to the first paragraph of -106- Section 10.13 in an amount (the "Designation Amount") equal to the Fair Market Value of the Company's interest in such Subsidiary on such date calculated in accordance with GAAP; and (iii) the Company would be permitted under the Indenture to incur $1.00 of additional Indebtedness (other than Permitted Indebtedness) pursuant to Section 10.11 at the time of such Designation (assuming the effectiveness of such Designation). In the event of any such Designation, the Company shall be deemed to have made an Investment constituting a Restricted Payment pursuant to Section 10.13 for all purposes of this Indenture in the Designation Amount. The Company shall not, and shall not cause or permit any Restricted Subsidiary to, at any time (x) provide credit support for or subject any of its property or assets (other than the Capital Stock of any Unrestricted Subsidiary) to the satisfaction of, any Indebtedness of any Unrestricted Subsidiary (including any undertaking, agreement or instrument evidencing such Indebtedness), (y) be directly or indirectly liable for any Indebtedness of any Unrestricted Subsidiary or (z) be directly or indirectly liable for any Indebtedness which provides that the holder thereof may (upon notice, lapse of time or both) declare a default thereon or cause the payment thereof to be accelerated or payable prior to its final scheduled maturity upon the occurrence of a default with respect to any Indebtedness of any Unrestricted Subsidiary (including any right to take enforcement action against such Unrestricted Subsidiary), except any non-recourse guarantee given solely to support the pledge by the Company or any Restricted Subsidiary of the Capital Stock of an Unrestricted Subsidiary. No Unrestricted Subsidiary shall at any time guarantee or otherwise provide credit support for any obligation of the Company or any Restricted Subsidiary. All Subsidiaries of Unrestricted Subsidiaries shall automatically be deemed to be Unrestricted Subsidiaries. (b) The Company may revoke any Designation of a Subsidiary as an Unrestricted Subsidiary (a "Revocation") if: (i) no Default shall have occurred and be continuing at the time of and after giving effect to such Revocation; (ii) all Liens and Indebtedness of such Unrestricted Subsidiary outstanding immediately following such Revocation would, if incurred at -107- such time, have been permitted to be incurred for all purposes of this Indenture; and (iii) any transaction (or series of related transactions) between such Subsidiary and any of its Affiliates that occurred while such Subsidiary was an Unrestricted Subsidiary would be permitted by Section 10.14 as if such transaction (or series of related transactions) had occurred at the time of such Revocation. (c) All Designations and Revocations must be evidenced by Board Resolutions of the Company delivered to the Trustee certifying compliance with the foregoing provisions. Section 10.21. Compliance Certificates and Opinions. Upon any application or request by the Company to the Trustee to take any action under any provision of this Indenture, the Company, the Guarantors and any other obligor on the Securities shall furnish to the Trustee an Officers' Certificate stating that all conditions precedent, if any, provided for in this Indenture (including any covenants compliance with which constitutes a condition precedent) relating to the proposed action have been complied with, and an Opinion of Counsel stating that in the opinion of such counsel all such conditions precedent, if any, have been complied with, except that, in the case of any such application or request as to which the furnishing of such documents, certificates and/or opinions is specifically required by any provision of this Indenture relating to such particular application or request, no additional certificate or opinion need be furnished. Every Officer's Certificate or Opinion of Counsel with respect to compliance with a condition or covenant provided for in this Indenture shall include: (i) a statement that each individual signing such certificate or opinion has read such covenant or condition and the definitions herein relating thereto; (ii) a brief statement as to the nature and scope of the examination or investigation upon which the statements or opinions contained in such certificate or opinion are based; (iii) a statement that, in the opinion of each such individual, he has made such examination or investigation as is necessary to enable him to -108- express an informed opinion as to whether such covenant or condition has been complied with; and (iv) a statement as to whether, in the opinion of each such individual, such condition or covenant has been complied with. ARTICLE ELEVEN REDEMPTION OF SECURITIES Section 11.01. Right of Redemption. The Securities may be redeemed at the option of the Company, in whole or in part, pursuant to the provisions of and at the Redemption Prices specified in paragraphs 2 and 3 on the reverse of the Securities. Section 11.02. Applicability of Article. Redemption of Securities at the election of the Company or otherwise, as permitted or required by any provision of this Indenture, shall be made in accordance with such provision and this Article Eleven. Section 11.03. Election To Redeem; Notice to Trustee. The election of the Company to redeem any Securities pursuant to Section 11.01 shall be evidenced by a Board Resolution and an Officers' Certificate. The Company shall, at least 60 days prior to the Redemption Date fixed by the Company (unless a shorter notice period shall be satisfactory to the Trustee), notify the Trustee in writing of such Redemption Date and of the principal amount of Securities to be redeemed. Section 11.04. Selection by Trustee of Securities To Be Redeemed. If less than all the Securities are to be redeemed, the particular Securities or portions thereof to be redeemed shall be selected not more than 60 days prior to the Redemption Date by the Trustee, from the Outstanding Securities not previously called for redemption in compliance with the requirements of the principal national securities exchange, if any, on which the Securities are listed, or, if the Securities are not listed on a national security exchange, by lot or by such method as the Trustee shall deem fair and -109- appropriate; provided, however, that no Securities of a principal amount of $1,000 or less will be redeemed in part; provided, further, however, that any such redemption pursuant to paragraph 3 on the reverse of the Securities shall be made on a pro rata basis or on as nearly a pro rata basis as practicable (subject to the procedures of the Depository or any other depository). The Trustee shall promptly notify the Company and each Security Registrar in writing of the Securities selected for partial redemption and the principal amount thereof to be redeemed. For all purposes of this Indenture, unless the context otherwise requires, all provisions relating to redemption of Securities shall relate, in the case of any Security redeemed or to be redeemed only in part, to the portion of the principal amount of such Security which has been or is to be redeemed. Section 11.05. Notice of Redemption. Notice of redemption shall be given by first-class mail, postage prepaid, mailed not less than 30 nor more than 60 days prior to the Redemption Date, to each Holder of Securities to be redeemed, at the address of such Holder appearing in the Security Register; provided, however, that notice of redemption pursuant to paragraph 3 on the reverse of the Securities shall be mailed no later than 60 days after the consummation of the relevant Public Equity Offering (as defined in the Security). All notices of redemption shall state: (i) the Redemption Date; (ii) the Redemption Price; (iii) if less than all Outstanding Securities are to be redeemed, the identification of the particular Securities to be redeemed; (iv) in the case of a Security to be redeemed in part, the principal amount of such Security to be redeemed and that after the Redemption Date upon surrender of such Security, a new Security or Securities in the aggregate principal amount equal to the unredeemed portion thereof shall be issued and authenticated; -110- (v) that Securities called for redemption must be surrendered to the Paying Agent to collect the Redemption Price; (vi) that on the Redemption Date the Redemption Price shall become due and payable upon each such Security or portion thereof, and that (unless the Company shall default in payment of the Redemption Price) interest thereon shall cease to accrue on and after Redemption Date; (vii) the name and address of the Paying Agent where such Securities are to be surrendered for payment of the Redemption Price; (viii) the CUSIP number, relating to such Securities; and (ix) the paragraph of the Securities pursuant to which the Securities are being redeemed. Notice of redemption of Securities to be redeemed at the election of the Company shall be given by the Company or, at the Company's written request, by the Trustee in the name and at the expense of the Company. Section 11.06. Deposit of Redemption Price. On or prior to any Redemption Date, the Company shall deposit with the Trustee or with a Paying Agent (or, if the Company, a Guarantor or any of their respective Affiliates is acting as Paying Agent, segregate and hold in trust as provided in Section 10.03) an amount of money in same day funds sufficient to pay the Redemption Price of, plus accrued and unpaid interest on, if any, all the Securities or portions thereof which are to be redeemed on the Redemption Date. Section 11.07. Securities Payable on Redemption Date. Notice of redemption having been given as aforesaid, the Securities so to be redeemed shall, on the Redemption Date, become due and payable at the Redemption Price therein specified, plus accrued and unpaid interest, if any, to the Redemption Date, and from and after such date (unless the Company shall default in the payment of the Redemption Price) interest on such Securities shall cease to accrue. Upon surrender of any such Security for redemption in accordance with said notice, such Security shall be paid by the Company at the Redemption Price, plus accrued and unpaid interest, if any, to the Redemption -111- Date; provided, however, that installments of interest whose Stated Maturity is on or prior to the Redemption Date shall be payable to the Holders of such Securities registered as such on the relevant Regular Record Dates according to the terms and the provisions of Section 3.07. If any Security called for redemption shall not be so paid upon surrender thereof for redemption, interest shall continue to accrue on such Security at the rate then borne by such Security. Section 11.08. Securities Redeemed in Part. Any Security which is to be redeemed only in part shall be surrendered to the Paying Agent at the office or agency maintained for such purpose pursuant to Section 10.02, and the Company shall execute, and the Trustee shall authenticate and deliver to the Holder of such Security without charge, a new Security or Securities, of any authorized denomination as requested by such Holder in aggregate principal amount equal to, and in exchange for, the unredeemed portion of the principal of the Security so surrendered that is not redeemed. ARTICLE TWELVE SATISFACTION AND DISCHARGE Section 12.01. Satisfaction and Discharge of Indenture. This Indenture shall cease to be of further effect (except as to surviving rights or registration of transfer or exchange of Securities herein expressly provided for) and the Trustee, on written demand of and at the expense of the Company, shall execute proper instruments acknowledging satisfaction and discharge of this Indenture, when either (a) all Securities theretofore authenticated and delivered (other than (A) Securities which have been destroyed, lost or stolen and which have been replaced or paid as provided in Section 3.06 hereof and (B) Securities for whose payment money has theretofore been deposited in trust or segregated and held in trust by the Company and thereafter repaid to the Company or discharged from such trust, as provided in Section 10.03) have been delivered to the Trustee for cancellation; or -112- (b) (i) all such Securities not theretofore delivered to the Trustee for cancellation have become due and payable and the Company or any Guarantor has irrevocably deposited or caused to be deposited with the Trustee in trust an amount of money in dollars sufficient to pay and discharge the entire Indebtedness on such Securities not theretofore delivered to the Trustee for cancellation, for the principal of, premium, if any, and interest to the date of such deposit; (ii) the Company or any Guarantor has paid or caused to be paid all other sums payable hereunder by the Company and the Guarantors; and (iii) the Company and each of the Guarantors have delivered to the Trustee (i) irrevocable instructions to apply the deposited money toward payment of the Securities at the Stated Maturities and the Redemption Dates thereof, and (ii) an Officers' Certificate and an Opinion of Counsel each stating that all conditions precedent herein provided for relating to the satisfaction and discharge of this Indenture have been complied with; provided, however, that such Opinion of Counsel may rely, as to matters of fact, upon an Officers' Certificate. Notwithstanding the satisfaction and discharge of this Indenture, the obligations of the Company to the Trustee under Section 6.07 and, if money shall have been deposited with the Trustee pursuant to subclause (a)(ii) of this Section 12.01, the obligations of the Trustee under Section 12.02 and the last paragraph of Section 10.03 shall survive. Section 12.02. Application of Trust Money. Subject to the provisions of the last paragraph of Section 10.03, all money deposited with the Trustee pursuant to Section 12.01 shall be held in trust and applied by it, in accordance with the provisions of the Securities and this Indenture, to the payment, either directly or through any Paying Agent (including the Company acting as its own Paying Agent) as the Trustee may determine, to the Persons entitled thereto, of the principal of, premium, if any, and interest on the Securities for whose payment such money has been deposited with the Trustee. -113- ARTICLE THIRTEEN GUARANTEE OF SECURITIES Section 13.01. Unconditional Guarantee. Each Guarantor hereby jointly and severally fully and unconditionally guarantees to each Holder of a Security authenticated and delivered by the Trustee and to the Trustee and its successors and assigns, irrespective of the validity and enforceability of this Indenture, the Securities or the obligations of the Company or any other Guarantor to the Holders or the Trustee hereunder or thereunder, that: (a) the principal of, premium, if any, and interest on the Securities shall be duly and punctually paid in full when due, whether at Stated Maturity, upon redemption or repurchase, by acceleration or otherwise, and interest on the overdue principal and (to the extent permitted by law) overdue installments of interest, if any, on the Securities and all other obligations of the Company or the Guarantor to the Holders or the Trustee hereunder or thereunder (including fees, expenses or other) and all other Indenture Obligations shall be promptly paid in full or performed, all in accordance with the terms hereof and thereof; and (b) in case of any extension of time of payment or renewal of any Securities or any of such other Indenture Obligations, the same shall be promptly paid in full when due or performed in accordance with the terms of the extension or renewal, whether at Stated Maturity, by acceleration or otherwise. Failing payment when due of any amount so guaranteed, or failing performance of any other obligation of the Company to the Holders, for whatever reason, each Guarantor shall be obligated to pay, or to perform or cause the performance of, the same immediately. An Event of Default under this Indenture or the Securities shall constitute an event of default under this Security Guarantee, and shall entitle the Holders of Securities to accelerate the obligations of the Guarantors hereunder in the same manner and to the same extent as the obligations of the Company. Each Guarantor hereby agrees that its obligations hereunder shall be unconditional, irrespective of the validity, regularity or enforceability of the Securities or this Indenture, the absence of any action to enforce the same, any waiver or consent by any Holder of the Securities with respect to any provisions hereof or thereof, any release of any other Guarantor, the recovery of any judgment against the Company, any action to enforce the same, or any other circumstance which might -114- otherwise constitute a legal or equitable discharge or defense of a Guarantor. Each Guarantor hereby waives the benefit of diligence, presentment, demand of payment, filing of claims with a court in the event of insolvency or bankruptcy of the Company, any right to require a proceeding first against the Company, protest, notice and all demands whatsoever and covenants that its Security Guarantee shall not be discharged except by complete performance of the obligations contained in the Securities, this Indenture and this Security Guarantee. This Security Guarantee is a guarantee of payment and not of collection. If any Holder or the Trustee is required by any court or otherwise to return to the Company or to any Guarantor, or any custodian, trustee, liquidator or other similar official acting in relation to the Company or such Guarantor, any amount paid by the Company or such Guarantor to the Trustee or such Holder, this Security Guarantee, to the extent theretofore discharged, shall be reinstated in full force and effect. Each Guarantor further agrees that, as between it, on the one hand, and the Holders of Securities and the Trustee, on the other hand, (a) subject to this Article Thirteen, the maturity of the obligations guaranteed hereby may be accelerated as provided in Article Five hereof for the purposes of this Security Guarantee, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the obligations guaranteed hereby, and (b) in the event of any acceleration of such obligations as provided in Article Five hereof, such obligations (whether or not due and payable) shall forthwith become due and payable by each Guarantor for the purpose of this Security Guarantee. Section 13.02. Execution and Delivery of Security Guarantee. To further evidence the Security Guarantee set forth in Section 13.01, each Guarantor hereby agrees that a notation of such Security Guarantee in the form of Exhibit E hereto shall be endorsed on each Security authenticated and delivered by the Trustee after the time such Guarantor is required to become a Guarantor hereunder, which notation shall be executed by either manual or facsimile signature of an Officer of each Guarantor. Each of the Guarantors hereby agrees that its Security Guarantee set forth in Section 13.01 shall remain in full force and effect notwithstanding any failure to endorse on each Security authenticated and delivered by the Trustee -115- after the time such Guarantor is required to become a Guarantor hereunder a notation of such Security Guarantee. If an Officer of a Guarantor whose signature is on a supplemental indenture or a notation of this Security Guarantee no longer holds that office at the time the Trustee authenticates such Security or at any time thereafter, such Guarantor's Security Guarantee of such Security shall be valid nevertheless. The delivery of any Security by the Trustee, after the authentication thereof hereunder, shall constitute due delivery of any Security Guarantee set forth in this Indenture on behalf of each Guarantor. Section 13.03. Release of a Guarantor. Subject to Section 8.01(a), (x) upon the sale, exchange, transfer or other disposition (by merger or otherwise), other than a lease, by the Company of all of the Capital Stock of a Guarantor or all, or substantially all, the assets of a Guarantor, to any Person that is not an Affiliate of the Company, and which sale or other disposition is otherwise in compliance with the terms of this Indenture (including, without limitation, Section 10.15) or (y) upon the occurrence of the condition in the second proviso of the first sentence of Section 10.17(a) with respect to a Guarantor, such Guarantor shall be deemed automatically and unconditionally released and discharged from all obligations under this Article Thirteen without any further action required on the part of the Trustee or any Holder. The Trustee shall deliver an appropriate instrument evidencing such release upon receipt of a request of the Company accompanied by an Officers' Certificate certifying as to the compliance with this Section 13.03. Any Guarantor not so released shall remain liable for the full amount of principal of, premium, if any, and interest on the Securities as provided in this Article Thirteen. Section 13.04. Waiver of Subrogation. Until this Indenture is discharged and all of the Securities are discharged and paid in full, each Guarantor hereby irrevocably waives and agrees not to exercise any claim or other rights which it may now or hereafter acquire against the Company that arise from the existence, payment, performance or enforcement of the Company's obligations under the Securities or this Indenture and such Guarantor's obligations under this Security Guarantee and this Indenture, in any such instance including, without limitation, any right of -116- subrogation, reimbursement, exoneration, contribution, indemnification, and any right to participate in any claim or remedy against the Company, whether or not such claim, remedy or right arises in equity, or under contract, statute or common law, including, without limitation, the right to take or receive from the Company, directly or indirectly, in cash or other property or by set-off or in any other manner, payment or security on account of such claim or other rights. If any amount shall be paid to any Guarantor in violation of the preceding sentence and any amounts owing to the Trustee or the Holders of Securities under the Securities, this Indenture, or any other document or instrument delivered under or in connection with such agreements or instruments, shall not have been paid in full, such amount shall have been deemed to have been paid to such Guarantor for the benefit of, and held in trust for the benefit of, the Holders of the Securities, and shall forthwith be paid to the Trustee for the benefit of such Holders to be credited and applied to the Securities, whether matured or unmatured, in accordance with the terms of this Indenture. Each Guarantor acknowledges that it will receive direct and indirect benefits from the financing arrangements contemplated by this Indenture and that the waiver set forth in this Section 13.04 is knowingly made in contemplation of such benefits. Section 13.05. Reliance on Judicial Order or Certificate of Liquidating Agent Regarding Dissolution, etc. of Guarantors. Upon any payment or distribution of assets of any Guarantor referred to in this Article Thirteen, the Trustee, subject to the provisions of Section 6.01, and the Holders, shall be entitled to rely upon any order or decree entered by any court of competent jurisdiction in which such insolvency, bankruptcy, receivership, liquidation, reorganization, dissolution, winding-up or similar case or proceeding is pending, or a certificate of the trustee in bankruptcy, receiver, liquidating trustee, custodian, assignee for the benefit of creditors, agent or other person making such payment or distribution, delivered to the Trustee or to the Holders, for the purpose of ascertaining the persons entitled to participate in such payment or distribution, the amount thereof or payable thereon, the amount or amounts paid or distributed thereon and all other facts pertinent thereto or to this Article Thirteen; provided, however, that the foregoing shall apply only if such court has been fully apprised of the provisions of this Article Thirteen. -117- Section 13.06. Article Thirteen Applicable to Paying Agents. In case at any time any Paying Agent other than the Trustee shall have been appointed by the Company and be then acting hereunder, the term "Trustee" as used in this Article Thirteen shall in such case (unless the context otherwise requires) be construed as extending to and including such Paying Agent within its meaning as fully for all intents and purposes as if such Paying Agent were named in this Article Thirteen in addition to or in place of the Trustee. Section 13.07. No Suspension of Remedies. Nothing contained in this Article Thirteen shall limit the right of the Trustee or the Holders of Securities to take any action to accelerate the maturity of the Securities pursuant to Article Five or to pursue any rights or remedies hereunder or under applicable law. Section 13.08. Limitation of Subsidiary Guarantor's Liability. Each Guarantor, and by its acceptance hereof each Holder, hereby confirms that it is the intention of all such parties that the Security Guarantee by such Guarantor pursuant to its Security Guarantee not constitute a fraudulent transfer or conveyance for purposes of any Bankruptcy Law, the Uniform Fraudulent Conveyance Act, the Uniform Fraudulent Transfer Act or any similar Federal or state law. To effectuate the foregoing intention, the Holders and such Guarantor hereby irrevocably agree that the obligations of such Guarantor under this Security Guarantee shall be limited to the maximum amount which, after giving effect to all other contingent and fixed liabilities of such Guarantor, and after giving effect to any collections from or payments made by or on behalf of any other Guarantor in respect of the obligations of such other Guarantor under its Security Guarantee or pursuant to its contribution obligations under this Article Thirteen, shall result in the obligations of such Guarantor under its Security Guarantee not constituting such fraudulent transfer or conveyance. Section 13.09. Contribution from Other Guarantors. Each Guarantor that makes a payment or distribution under its Security Guarantee shall be entitled to a contribution from each other Guarantor in a pro rata amount based on the net assets of each Guarantor, determined in accordance with GAAP. -118- Section 13.10. Obligations Reinstated. The obligations of each Guarantor hereunder shall continue to be effective or shall be reinstated, as the case may be, if at any time any payment which would otherwise have reduced the obligations of any Guarantor hereunder (whether such payment shall have been made by or on behalf of the Company or by or on behalf of a Guarantor) is rescinded or reclaimed from any of the Holders upon the insolvency, bankruptcy, liquidation or reorganization of the Company or any Guarantor or otherwise, all as though such payment had not been made. If demand for, or acceleration of the time for, payment by the Company is stayed upon the insolvency, bankruptcy, liquidation or reorganization of the Company, all such Indebtedness otherwise subject to demand for payment or acceleration shall nonetheless be payable by each Guarantor as provided herein. Section 13.11. No Obligation To Take Action Against the Company. Neither the Trustee nor any other Person shall have any obligation to enforce or exhaust any rights or remedies or to take any other steps under any security for the Indenture Obligations or against the Company or any other Person or any property of the Company or any other Person before the Trustee is entitled to demand payment and performance by any or all Guarantors of their liabilities and obligations under their Security Guarantees or under this Indenture. Section 13.12. Dealing with the Company and Others. The Holders, without releasing, discharging, limiting or otherwise affecting in whole or in part the obligations and liabilities of any Guarantor hereunder and without the consent of or notice to any Guarantor, may (a) grant time, renewals, extensions, compromises, concessions, waivers, releases, discharges and other indulgences to the Company or any other Person; (b) take or abstain from taking security or collateral from the Company or from perfecting security or collateral of the Company; -119- (c) release, discharge, compromise, realize, enforce or otherwise deal with or do any act or thing in respect of (with or without consideration) any and all collateral, mortgages or other security given by the Company or any third party with respect to the obligations or matters contemplated by this Indenture or the Securities; (d) accept compromises or arrangements from the Company; (e) apply all monies at any time received from the Company or from any security upon such part of the Indenture Obligations as the Holders may see fit or change any such application in whole or in part from time to time as the Holders may see fit; and (f) otherwise deal with, or waive or modify their right to deal with, the Company and all other Persons and any security as the Holders or the Trustee may see fit. [Signature Pages Follow] -120- IN WITNESS WHEREOF, the parties hereto have caused this Indenture to be duly executed as of the day and year first above written. CHEMICAL LEAMAN CORPORATION By: /s/ Eugene C. Parkerson ---------------------------------- Name: Eugene C. Parkerson Title: Executive Vice President - Administration By: /s/ David M. Boucher ---------------------------------- Name: David M. Boucher Title: Senior Vice President, CFO and Secretary FIRST UNION NATIONAL BANK, as Trustee By: /s/ Alan G. Finn ---------------------------------- Name: Alan G. Finn Title: Assistant Vice President S-1 EXHIBIT A-1 ----------- [FORM OF SECURITY] THE SECURITIES EVIDENCED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR ANY STATE OR OTHER SECURITIES LAWS. NEITHER THIS SECURITY NOR ANY INTEREST OR PARTICIPATION HEREIN MAY BE REOFFERED, SOLD, ASSIGNED, TRANSFERRED, PLEDGED, ENCUMBERED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION OR UNLESS THE TRANSACTION IS EXEMPT FROM, OR NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT. THE HOLDER OF THIS SECURITY BY ITS ACCEPTANCE HEREOF (1) REPRESENTS THAT (A) IT IS A "QUALIFIED INSTITUTIONAL BUYER" (AS DEFINED IN RULE 144A UNDER THE SECURITIES ACT) OR (B) IT IS AN INSTITUTIONAL "ACCREDITED INVESTOR" (AS DEFINED IN RULE 501(1), (2), (3) OR (7) UNDER THE SECURITIES ACT) (AN "ACCREDITED INVESTOR") OR (C) IT IS NOT A U.S. PERSON AND IS ACQUIRING THIS SECURITY IN AN "OFFSHORE TRANSACTION" PURSUANT TO RULE 904 OF REGULATION S, (2) AGREES THAT IT WILL NOT PRIOR TO (X) THE DATE WHICH IS TWO YEARS (OR SUCH SHORTER PERIOD OF TIME AS PERMITTED BY RULE 144(K) UNDER THE SECURITIES ACT OR ANY SUCCESSOR PROVISION THEREUNDER) AFTER THE LATER OF THE ORIGINAL ISSUE DATE HEREOF (OR OF ANY PREDECESSOR OF THIS SECURITY) OR THE LAST DAY ON WHICH THE COMPANY OR ANY AFFILIATE OF THE COMPANY WAS THE OWNER OF THIS SECURITY OR ANY PREDECESSOR OF THIS SECURITY AND (Y) SUCH LATER DATE, IF ANY, AS MAY BE REQUIRED BY APPLICABLE LAWS (THE "RESALE RESTRICTION TERMINATION DATE"), OFFER, SELL OR OTHERWISE TRANSFER THIS SECURITY EXCEPT (A) TO THE COMPANY, (B) PURSUANT TO A REGISTRATION STATEMENT WHICH HAS BEEN DECLARED EFFECTIVE UNDER THE SECURITIES ACT, (C) FOR SO LONG AS THE SECURITIES ARE ELIGIBLE FOR RESALE PURSUANT TO RULE 144A, TO A PERSON IT REASONABLY BELIEVES IS A "QUALIFIED INSTITUTIONAL BUYER" AS DEFINED IN RULE 144A UNDER THE SECURITIES ACT THAT PURCHASES FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF A QUALIFIED INSTITUTIONAL BUYER TO WHOM NOTICE IS GIVEN THAT THE TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A, (D) PURSUANT TO OFFERS AND SALES TO NON-US PERSONS THAT OCCUR OUTSIDE THE UNITED STATES WITHIN THE MEANING OF REGULATION S UNDER THE SECURITIES ACT, (E) TO AN ACCREDITED INVESTOR THAT IS ACQUIRING THE SECURITY FOR ITS OWN ACCOUNT, OR FOR THE ACCOUNT OF SUCH AN ACCREDITED INVESTOR, FOR INVESTMENT PURPOSES AND NOT WITH A VIEW TO, OR FOR OFFER OR SALE IN CONNECTION WITH, ANY DISTRIBUTION IN VIOLATION OF THE SECURITIES ACT, OR (F) PURSUANT TO ANOTHER AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND (3) AGREES THAT IT WILL GIVE A-1-1 TO EACH PERSON TO WHOM THIS SECURITY IS TRANSFERRED A NOTICE SUBSTANTIALLY TO THE EFFECT OF THIS LEGEND; PROVIDED THAT THE COMPANY, THE TRUSTEE, THE TRANSFER AGENT AND THE REGISTRAR SHALL HAVE THE RIGHT PRIOR TO ANY SUCH OFFER, SALE OR TRANSFER (I) PURSUANT TO CLAUSE (D), (E) OR (F) TO REQUIRE THE DELIVERY OF AN OPINION OF COUNSEL, CERTIFICATION AND/OR OTHER INFORMATION SATISFACTORY TO EACH OF THEM, AND (II) IN EACH OF THE FOREGOING CASES, TO REQUIRE THAT A CERTIFICATION OF TRANSFER IN THE FORM APPEARING ON THE OTHER SIDE OF THIS SECURITY IS COMPLETED AND DELIVERED BY THE TRANSFEROR TO THE TRUSTEE. THIS LEGEND WILL BE REMOVED UPON THE REQUEST OF THE HOLDER AFTER THE RESALE RESTRICTION TERMINATION DATE. AS USED HEREIN, THE TERMS "OFFSHORE TRANSACTION", "UNITED STATES" AND "U.S. PERSON" HAVE THE RESPECTIVE MEANINGS GIVEN TO THEM BY REGULATION S UNDER THE SECURITIES ACT. A-1-2 CHEMICAL LEAMAN CORPORATION ----------------- 10-3/8% SENIOR NOTES DUE 2005, SERIES A CUSIP No. __________ No. ___________ $ CHEMICAL LEAMAN CORPORATION, a Pennsylvania corporation (herein called the "Company," which term includes any successor corporation under the Indenture hereinafter referred to), for value received, hereby promises to pay to _______________ or registered assigns, the principal sum of _______________ Dollars on June 15, 2005, at the office or agency of the Company referred to below, and to pay interest thereon on June 15 and December 15 (each an "Interest Payment Date") of each year, commencing on December 15, 1997, accruing from the Issue Date or from the most recent Interest Payment Date on which interest has been paid or duly provided for, at the rate of 10-3/8% per annum, until the principal hereof is paid or duly provided for. Interest shall be computed on the basis of a 360-day year of twelve 30-day months. The interest so payable, and punctually paid or duly provided for, on any Interest Payment Date shall, as provided in the Indenture, be paid to the person in whose name this Security is registered at the close of business on June 1 and December 1 (each a "Regular Record Date"), whether or not a Business Day, as the case may be, next preceding such Interest Payment Date. Any such interest not so punctually paid, or duly provided for, and interest on such defaulted interest at the then applicable interest rate borne by the Securities, to the extent lawful, shall forthwith cease to be payable to the Holder on such Regular Record Date, and may be paid to the person in whose name this Security is registered at the close of business on a Special Record Date for the payment of such defaulted interest to be fixed by the Trustee, notice of which shall be given to Holders of Securities not less than 10 days prior to such Special Record Date, or may be paid at any time in any other lawful manner not inconsistent with the requirements of any securities exchange on which the Securities may be listed, and upon such notice as may be required by such exchange, all as more fully provided in the Indenture. A-1-3 Payment of the principal of, premium, if any, and interest on this Security shall be made at the office or agency of the Company maintained for that purpose in the Borough of Manhattan in The City of New York, State of New York, or at such other office or agency of the Company as may be maintained for such purpose, in such coin or currency of the United States of America as at the time of payment is legal tender for payment of public and private debts; provided, however, that payment of interest may be made at the option of the Company by check mailed to the address of the Person entitled thereto as such address shall appear on the Security Register. Reference is hereby made to the further provisions of this Security set forth on the reverse hereof. Unless the certificate of authentication hereon has been duly executed by the Trustee referred to on the reverse hereof by manual signature, this Security shall not be entitled to any benefit under the Indenture, or be valid or obligatory for any purpose. [Remainder of Page Intentionally Left Blank] A-1-4 IN WITNESS WHEREOF, the Company has caused this instrument to be duly executed. CHEMICAL LEAMAN CORPORATION By:____________________________________ Name: Title: By:____________________________________ Name: Title: Dated: TRUSTEE'S CERTIFICATE OF AUTHENTICATION This is one of the 10-3/8% Senior Notes due 2005, Series A, referred to in the within-mentioned Indenture. FIRST UNION NATIONAL BANK, as Trustee By:____________________________________ Authorized Officer Dated: A-1-5 [REVERSE OF SECURITY] 1. Indenture. This Security is one of a duly authorized issue of Securities of the Company designated as its 10-3/8% Senior Notes due 2005, Series A (herein called the "Initial Securities"). The Securities are limited (except as otherwise provided in the Indenture referred to below) in aggregate principal amount to $100,000,000, which may be issued under an indenture (herein called the "Indenture") dated as of June 16, 1997, by and between the Company and First Union National Bank, as trustee (herein called the "Trustee," which term includes any successor Trustee under the Indenture), to which Indenture and all indentures supplemental thereto reference is hereby made for a statement of the respective rights, limitations of rights, duties, obligations and immunities thereunder of the Company, the Trustee, any Guarantors and the Holders of the Securities, and of the terms upon which the Securities are, and are to be, authenticated and delivered. The Securities include the Initial Securities, the Private Exchange Securities and the Unrestricted Securities (including the Exchange Securities referred to below), issued in exchange for the Initial Securities pursuant to the Registration Rights Agreement. The Initial Securities, the Private Exchange Securities and the Unrestricted Securities are treated as a single class of securities under the Indenture. All capitalized terms used in this Security which are defined in the Indenture and not otherwise defined herein shall have the meanings assigned to them in the Indenture. The terms of the Securities include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S.C. ss.ss. 77aaa-77bbbb) (the "TIA"), as in effect on the date of the Indenture. Notwithstanding anything to the contrary herein, the Securities are subject to all such terms, and Holders of Securities are referred to the Indenture and the TIA for a statement of such terms. No reference herein to the Indenture and no provisions of this Security or of the Indenture shall alter or impair the obligation of the Company or any Guarantor, which is absolute and unconditional, to pay the principal of, premium, if any, and interest on this Security at the times, place, and rate, and in the coin or currency, herein prescribed. A-1-6 2. Optional Redemption. The Securities will be redeemable at the option of the Company, in whole or in part, at any time on or after June 15, 2001, at the Redemption Prices (expressed as percentages of principal amount) set forth below, plus accrued and unpaid interest thereon, if any, to the Redemption Date, if redeemed during the 12-month period beginning on June 15 of the years indicated below: Redemption Year Price - ---- ---------- 2001............................................ 105.188% 2002............................................ 103.458% 2003............................................ 101.729% 2004 and thereafter............................. 100.000% 3. Optional Redemption upon Public Equity Offering. On or prior to June 15, 2000, the Company may, at its option, use the net proceeds of a Public Equity Offering to redeem up to 25% of the originally issued aggregate principal amount of the Securities, at a Redemption Price in cash equal to 110.375% of the principal amount thereof, plus accrued and unpaid interest thereon, if any, to the Redemption Date; provided, however, that not less than $75.0 million in aggregate principal amount of Securities is outstanding following such redemption. Notice of any such redemption must be given not later than 60 days after the consummation of the Public Equity Offering. As used in the preceding paragraph, a "Public Equity Offering" means an underwritten public offering of Capital Stock (other than Redeemable Capital Stock) of the Company made on a primary basis by the Company pursuant to a registration statement filed with and declared effective by the Commission in accordance with the Securities Act resulting in net cash proceeds to the Company (after deducting any underwriting discounts and commissions) of at least $50.0 million. 4. Offers to Purchase. Sections 10.10 and 10.15 of the Indenture provide that upon the occurrence of a Change of Control and following certain Asset Sales, and subject to certain conditions and limitations contained therein, the Company shall make an offer to purchase all or a portion of the Securities in accordance with the procedures set forth in the Indenture. 5. Defaults and Remedies. If an Event of Default occurs and is continuing, the principal and premium, if any, of all of the Outstanding Securities, plus all accrued and unpaid interest, if any, to and including the A-1-7 date the Securities are paid, may be declared due and payable in the manner and with the effect provided in the Indenture. 6. Defeasance. The Indenture contains provisions (which provisions apply to this Security) for defeasance at any time of (a) the entire Indebtedness of the Company and the Guarantors on this Security and (b) certain restrictive covenants and related Defaults and Events of Default, in each case upon compliance by the Company with certain conditions set forth therein. 7. Amendments and Waivers. The Indenture permits, with certain exceptions as provided therein, the amendment thereof and the modification of the rights and obligations of the Company and the rights of the Holders under the Indenture at any time by the Company, the Guarantors and the Trustee with the consent of the Holders of not less than a majority in aggregate principal amount of the Securities at the time Outstanding. The Indenture also contains provisions permitting the Holders of specified percentages in aggregate principal amount of the Securities at the time Outstanding, on behalf of the Holders of all the Securities, to waive compliance by the Company with certain provisions of the Indenture and certain past Defaults under the Indenture and this Security and their consequences. Any such consent or waiver by or on behalf of the Holder of this Security shall be conclusive and binding upon such Holder and upon all future Holders of this Security and of any Security issued upon the registration of transfer hereof or in exchange herefor or in lieu hereof whether or not notation of such consent or waiver is made upon this Security. 8. Denominations, Transfer and Exchange. The Securities are issuable only in registered form without coupons in denominations of $1,000 and any integral multiple thereof. As provided in the Indenture and subject to certain limitations therein set forth, the Securities are exchangeable for a like aggregate principal amount of Securities of a different authorized denomination, as requested by the Holder surrendering the same. As provided in the Indenture and subject to certain limitations therein set forth, the transfer of this Security is registrable on the Security Register of the Company, upon surrender of this Security for registration of transfer at the office or agency of the Company maintained for such purpose in the Borough of Manhattan in The City of New York, State of New York, or at such other office or agency of the Company as may be maintained for such purpose, duly endorsed A-1-8 by, or accompanied by a written instrument of transfer in form satisfactory to the Company and the Registrar duly executed by, the Holder hereof or his attorney duly authorized in writing, and thereupon one or more new Securities, of authorized denominations and for the same aggregate principal amount, will be issued to the designated transferee or transferees. No service charge shall be made for any registration of transfer or exchange or redemption of Securities, but the Company may, under certain circumstances, require payment of a sum sufficient to cover any tax or other governmental charge payable in connection therewith. 9. Persons Deemed Owners. Prior to and at the time of due presentment of this Security for registration of transfer, the Company, the Trustee and any agent of the Company or the Trustee may treat the person in whose name this Security is registered as the owner hereof for all purposes, whether or not this Security shall be overdue, and neither the Company, the Trustee nor any agent shall be affected by notice to the contrary. 10. Registration Rights. Pursuant to the Registration Rights Agreement by and between the Company and the Initial Purchasers, the Company will be obligated to consummate an exchange offer pursuant to which the Holder of this Security shall have the right to exchange this Security for 10-3/8% Senior Notes due 2005, Series B, of the Company (herein called the "Exchange Securities"), which have been registered under the Securities Act, in like principal amount and having identical terms as the Securities (other than as set forth in this paragraph). The Holders of Securities shall be entitled to receive certain additional interest payments in the event such exchange offer is not consummated and upon certain other conditions, all pursuant to and in accordance with the terms of the Registration Rights Agreement. 11. GOVERNING LAW. THE INDENTURE, THIS SECURITY AND ANY SECURITY GUARANTEE SET FORTH BELOW SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK WITHOUT GIVING EFFECT TO PRINCIPLES OF CONFLICTS OF LAW. The Company will furnish to any Holder of a Security upon written request and without charge a copy of the Indenture. Requests may be made to: CHEMICAL LEAMAN CORPORATION, 102 Pickering Way, Exton, Pennsylvania 19341. A-1-9 ASSIGNMENT FORM If you the holder want to assign this Security, fill in the form below and have your signature guaranteed: I or we assign and transfer this Security to ________________________________________________________________________________ (Insert assignee's social security or tax ID number)________________ ________________________________________________________________________________ ________________________________________________________________________________ ________________________________________________________________________________ (Print or type assignee's name, address and zip code) and irrevocably appoint ________________________________________________________________________________ agent to transfer this Security on the books of the Company. The agent may substitute another to act for such agent. In connection with any transfer of this Security occurring prior to the date which is the earlier of (i) the date of the declaration by the Commission of the effectiveness of a registration statement under the Securities Act of 1933, as amended (the "Securities Act"), covering resales of this Security (which effectiveness shall not have been suspended or terminated at the date of the transfer) and (ii) the date two years (or such shorter period of time as permitted by Rule 144(k) under the Securities Act or any successor provision thereunder) after the later of the original issuance date appearing on the face of this Security (or any predecessor thereto) or the last date on which the Company or any Affiliate of the Company was the owner of this Security (or any predecessor thereto), the undersigned confirms that it has not utilized any general solicitation or general advertising in connection with the transfer and that: [Check One] [ ] (a) this Security is being transferred in compliance with the exemption from registration under the Securities Act provided by Rule 144A thereunder. A-1-10 or [ ] (b) this Security is being transferred other than in accordance with (a) above and documents, including (i) a transferee certificate substantially in the form of Exhibit C to the Indenture in the case of a transfer to non-QIB Accredited Investors or (ii) a transferor certificate substantially in the form of Exhibit D to the Indenture in the case of a transfer pursuant to Regulation S, are being furnished which comply with the conditions of transfer set forth in this Security and the Indenture. If none of the foregoing boxes is checked and, in the case of (b) above, if the appropriate document is not attached or otherwise furnished to the Trustee, the Trustee or Registrar shall not be obligated to register this Security in the name of any Person other than the Holder hereof unless and until the conditions to any such transfer of registration set forth herein and in Section 3.16 of the Indenture shall have been satisfied. _______________________________________________________________________________ Date: ______________ Your signature: _________________________________________ (Sign exactly as your name appears on the other side of this Security) By:_______________________________________ NOTICE: To be executed by an executive officer Signature Guarantee:____________________ TO BE COMPLETED BY PURCHASER IF (a) ABOVE IS CHECKED The undersigned represents and warrants that it is purchasing this Security for its own account or an account with respect to which it exercises sole investment discretion and that it and any such account is a "qualified institutional buyer" within the meaning of Rule 144A under the Securities Act and is aware that the sale to it is being made in reliance on Rule 144A and acknowledges that it has received such information regarding the Company as the undersigned has requested pursuant to Rule 144A (including the information specified in Rule 144A(d)(4)) or has determined not to request such information A-1-11 and that it is aware that the transferor is relying upon the undersigned's foregoing representations in order to claim the exemption from registration provided by Rule 144A. Dated:____________________ _______________________________________ NOTICE: To be executed by an executive officer A-1-12 OPTION OF HOLDER TO ELECT PURCHASE If you wish to have this Security purchased by the Company pursuant to Section 10.10 or 10.15 of the Indenture, check the appropriate box: Section 10.10 [ ] Section 10.15 [ ] If you wish to have a portion of this Security purchased by the Company pursuant to Section 10.10 or 10.15 of the Indenture, state the amount: $_________________ Date: __________________ Your signature: ____________________________________ (Sign exactly as your name appears on the other side of this Security) By:_________________________________ NOTICE: To be executed by an executive officer Signature Guarantee:____________________ A-1-13 EXHIBIT A-2 ----------- CHEMICAL LEAMAN CORPORATION ----------------- 10-3/8% SENIOR NOTES DUE 2005, SERIES B CUSIP No. __________ No. ___________ $ CHEMICAL LEAMAN CORPORATION, a Pennsylvania corporation (herein called the "Company," which term includes any successor corporation under the Indenture hereinafter referred to), for value received, hereby promises to pay to _______________ or registered assigns, the principal sum of _______________ Dollars on June 15, 2005, at the office or agency of the Company referred to below, and to pay interest thereon on June 15 and December 15 (each an "Interest Payment Date"), of each year, commencing on December 15, 1997, accruing from the Issue Date or from the most recent Interest Payment Date on which interest has been paid or duly provided for, at the rate of 10-3/8% per annum, until the principal hereof is paid or duly provided for. Interest shall be computed on the basis of a 360-day year of twelve 30-day months. The interest so payable, and punctually paid or duly provided for, on any Interest Payment Date shall, as provided in the Indenture, be paid to the person in whose name this Security is registered at the close of business on June 1 and December 1 (each a "Regular Record Date"), whether or not a Business Day, as the case may be, next preceding such Interest Payment Date. Any such interest not so punctually paid, or duly provided for, and interest on such defaulted interest at the then applicable interest rate borne by the Securities, to the extent lawful, shall forthwith cease to be payable to the Holder on such Regular Record Date, and may be paid to the person in whose name this Security is registered at the close of business on a Special Record Date for the payment of such defaulted interest to be fixed by the Trustee, notice of which shall be given to Holders of Securities not less than 10 days prior to such Special Record Date, or may be paid at any time in any other lawful manner not inconsistent with the requirements of any securities exchange on which the Securities may be listed, and upon such notice as may be required by such exchange, all as more fully provided in the Indenture. A-2-1 Payment of the principal of, premium, if any, and interest on this Security shall be made at the office or agency of the Company maintained for that purpose in the Borough of Manhattan in The City of New York, State of New York, or at such other office or agency of the Company as may be maintained for such purpose, in such coin or currency of the United States of America as at the time of payment is legal tender for payment of public and private debts; provided, however, that payment of interest may be made at the option of the Company by check mailed to the address of the Person entitled thereto as such address shall appear on the Security Register. Reference is hereby made to the further provisions of this Security set forth on the reverse hereof. Unless the certificate of authentication hereon has been duly executed by the Trustee referred to on the reverse hereof by manual signature, this Security shall not be entitled to any benefit under the Indenture, or be valid or obligatory for any purpose. [Remainder of Page Intentionally Left Blank] A-2-2 IN WITNESS WHEREOF, the Company has caused this instrument to be duly executed. CHEMICAL LEAMAN CORPORATION By:____________________________________ Name: Title: By:____________________________________ Name: Title: Dated: TRUSTEE'S CERTIFICATE OF AUTHENTICATION This is one of the 10-3/8% Senior Notes due 2005, Series B, referred to in the within-mentioned Indenture. FIRST UNION NATIONAL BANK, as Trustee By:____________________________________ Authorized Officer Dated: A-2-3 [REVERSE OF SECURITY] 1. Indenture. This Security is one of a duly authorized issue of Securities of the Company designated as its 10-3/8% Senior Notes due 2005, Series B (herein called the "Unrestricted Securities"). The Securities are limited (except as otherwise provided in the Indenture referred to below) in aggregate principal amount to $100,000,000, which may be issued under an indenture (herein called the "Indenture") dated as of June 16, 1997, by and between the Company and First Union National Bank, as trustee (herein called the "Trustee," which term includes any successor Trustee under the Indenture), to which Indenture and all indentures supplemental thereto reference is hereby made for a statement of the respective rights, limitations of rights, duties, obligations and immunities thereunder of the Company, the Trustee, any Guarantors and the Holders of the Securities, and of the terms upon which the Securities are, and are to be, authenticated and delivered. The Securities include the Initial Securities, the Private Exchange Securities and the Unrestricted Securities (including the Exchange Securities), issued in exchange for the Initial Securities pursuant to the Registration Rights Agreement. The Initial Securities, the Private Exchange Securities and the Unrestricted Securities are treated as a single class of securities under the Indenture. All capitalized terms used in this Security which are defined in the Indenture and not otherwise defined herein shall have the meanings assigned to them in the Indenture. The terms of the Securities include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S.C. ss.ss. 77aaa-77bbbb) (the "TIA"), as in effect on the date of the Indenture. Notwithstanding anything to the contrary herein, the Securities are subject to all such terms, and Holders of Securities are referred to the Indenture and the TIA for a statement of such terms. No reference herein to the Indenture and no provisions of this Security or of the Indenture shall alter or impair the obligation of the Company or any Guarantor, which is absolute and unconditional, to pay the principal of, premium, if any, and interest on this Security at the times, place, and rate, and in the coin or currency, herein prescribed. 2. Optional Redemption. The Securities will be redeemable at the option of the Company, in whole or in part, at any time on or after June 15, 2001, at the Redemption Prices (expressed as percentages of principal amount) set forth A-2-4 below, plus accrued and unpaid interest thereon, if any, to the Redemption Date, if redeemed during the 12-month period beginning on June 15 of the years indicated below: Redemption Year Price - ---- ---------- 2001............................................ 105.188% 2002............................................ 103.458% 2003............................................ 101.729% 2004 and thereafter............................. 100.000% 3. Optional Redemption upon Public Equity Offering. On or prior to June 15, 2000, the Company may, at its option, use the net proceeds of a Public Equity Offering to redeem up to 25% of the originally issued aggregate principal amount of the Securities, at a Redemption Price in cash equal to 110.375% of the principal amount thereof, plus accrued and unpaid interest thereon, if any, to the Redemption Date; provided, however, that not less than $75.0 million in aggregate principal amount of Securities is outstanding following such redemption. Notice of any such redemption must be given not later than 60 days after the consummation of the Public Equity Offering. As used in the preceding paragraph, a "Public Equity Offering" means an underwritten public offering of Capital Stock (other than Redeemable Capital Stock) of the Company made on a primary basis by the Company pursuant to a registration statement filed with and declared effective by the Commission in accordance with the Securities Act resulting in net cash proceeds to the Company (after deducting any underwriting discounts and commissions) of at least $50.0 million. 4. Offers to Purchase. Sections 10.10 and 10.15 of the Indenture provide that upon the occurrence of a Change of Control and following certain Asset Sales, and subject to certain conditions and limitations contained therein, the Company shall make an offer to purchase all or a portion of the Securities in accordance with the procedures set forth in the Indenture. 5. Defaults and Remedies. If an Event of Default occurs and is continuing, the principal and premium, if any, of all of the Outstanding Securities, plus all accrued and unpaid interest, if any, to and including the date the Securities are paid, may be declared due and payable in the manner and with the effect provided in the Indenture. 6. Defeasance. The Indenture contains provisions (which provisions apply to this Security) for defeasance at any time of (a) the entire Indebtedness of the Company and the Guarantors on this Security and (b) certain A-2-5 restrictive covenants and related Defaults and Events of Default, in each case upon compliance by the Company with certain conditions set forth therein. 7. Amendments and Waivers. The Indenture permits, with certain exceptions as provided therein, the amendment thereof and the modification of the rights and obligations of the Company and the rights of the Holders under the Indenture at any time by the Company, the Guarantors and the Trustee with the consent of the Holders of not less than a majority in aggregate principal amount of the Securities at the time Outstanding. The Indenture also contains provisions permitting the Holders of specified percentages in aggregate principal amount of the Securities at the time Outstanding, on behalf of the Holders of all the Securities, to waive compliance by the Company with certain provisions of the Indenture and certain past Defaults under the Indenture and this Security and their consequences. Any such consent or waiver by or on behalf of the Holder of this Security shall be conclusive and binding upon such Holder and upon all future Holders of this Security and of any Security issued upon the registration of transfer hereof or in exchange herefor or in lieu hereof whether or not notation of such consent or waiver is made upon this Security. 8. Denominations, Transfer and Exchange. The Securities are issuable only in registered form without coupons in denominations of $1,000 and any integral multiple thereof. As provided in the Indenture and subject to certain limitations therein set forth, the Securities are exchangeable for a like aggregate principal amount of Securities of a different authorized denomination, as requested by the Holder surrendering the same. As provided in the Indenture and subject to certain limitations therein set forth, the transfer of this Security is registrable on the Security Register of the Company, upon surrender of this Security for registration of transfer at the office or agency of the Company maintained for such purpose in the Borough of Manhattan in The City of New York, State of New York, or at such other office or agency of the Company as may be maintained for such purpose, duly endorsed by, or accompanied by a written instrument of transfer in form satisfactory to the Company and the Registrar duly executed by, the Holder hereof or his attorney duly authorized in writing, and thereupon one or more new Securities, of authorized denominations and for the same aggregate principal amount, will be issued to the designated transferee or transferees. No service charge shall be made for any registration of transfer or exchange or redemption of Securities, but the Company may, under certain A-2-6 circumstances, require payment of a sum sufficient to cover any tax or other governmental charge payable in connection therewith. 9. Persons Deemed Owners. Prior to and at the time of due presentment of this Security for registration of transfer, the Company, the Trustee and any agent of the Company or the Trustee may treat the person in whose name this Security is registered as the owner hereof for all purposes, whether or not this Security shall be overdue, and neither the Company, the Trustee nor any agent shall be affected by notice to the contrary. 10. GOVERNING LAW. THE INDENTURE, THIS SECURITY AND ANY SECURITY GUARANTEE SET FORTH BELOW SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK WITHOUT GIVING EFFECT TO PRINCIPLES OF CONFLICTS OF LAW. The Company will furnish to any Holder of a Security upon written request and without charge a copy of the Indenture. Requests may be made to: CHEMICAL LEAMAN CORPORATION, 102 Pickering Way, Exton, Pennsylvania 19341. A-2-7 ASSIGNMENT FORM If you the holder want to assign this Security, fill in the form below and have your signature guaranteed: I or we assign and transfer this Security to _______________________________________________________________________________ (Insert assignee's social security or tax ID number)________________ _______________________________________________________________________________ _______________________________________________________________________________ _______________________________________________________________________________ (Print or type assignee's name, address and zip code) and irrevocably appoint _______________________________________________________________________________ agent to transfer this Security on the books of the Company. The agent may substitute another to act for such agent. Date: __________________ Your signature:_______________________________________ (Sign exactly as your name appears on the other side of this Security) By:____________________________________ NOTICE: To be executed by an executive officer Signature Guarantee:____________________ A-2-8 OPTION OF HOLDER TO ELECT PURCHASE If you wish to have this Security purchased by the Company pursuant to Section 10.10 or 10.15 of the Indenture, check the appropriate box: Section 10.10 [ ] Section 10.15 [ ] If you wish to have a portion of this Security purchased by the Company pursuant to Section 10.10 or 10.15 of the Indenture, state the amount: $_______________ Date:____________________ Your signature:_____________________________________ (Sign exactly as your name appears on the other side of this Security) By:__________________________________ NOTICE: To be executed by an executive officer Signature Guarantee:____________________ A-2-9 EXHIBIT B --------- FORM OF LEGEND FOR BOOK-ENTRY SECURITIES Any Global Security authenticated and delivered hereunder shall bear a legend (which would be in addition to any other legends required in the case of a Restricted Security) in substantially the following form: THIS SECURITY IS A GLOBAL SECURITY WITHIN THE MEANING OF THE INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF A DEPOSITORY OR A NOMINEE OF A DEPOSITORY OR A SUCCESSOR DEPOSITORY. THIS SECURITY IS NOT EXCHANGEABLE FOR SECURITIES REGISTERED IN THE NAME OF A PERSON OTHER THAN THE DEPOSITORY OR ITS NOMINEE EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE, AND NO TRANSFER OF THIS SECURITY (OTHER THAN A TRANSFER OF THIS SECURITY AS A WHOLE BY THE DEPOSITORY TO A NOMINEE OF THE DEPOSITORY OR BY A NOMINEE OF THE DEPOSITORY TO THE DEPOSITORY OR ANOTHER NOMINEE OF THE DEPOSITORY) MAY BE REGISTERED EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE. UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN. B-1 EXHIBIT C --------- Form of Certificate To Be Delivered in Connection with Transfers to Non-QIB Accredited Investors ----------------------------------------- Chemical Leaman Corporation 102 Pickering Way Exton, Pennsylvania 19341 Ladies and Gentlemen: In connection with our proposed purchase of $______ aggregate principal amount of the 10-3/8% Senior Securities due 2005 (the "Securities" of Chemical Leaman Corporation (the "Company"), we confirm that: 1. We understand that the Securities have not been registered under the Securities Act of 1933, as amended (the "Securities Act"), and, unless so registered, may not be sold except as permitted in the following sentence. We agree on our own behalf and on behalf of any investor account for which we are purchasing Securities to offer, sell or otherwise transfer such Securities prior to (x) the date which is two years (or such shorter period of time as permitted by Rule 144(k) under the Securities Act) after the later of the date of original issue of the Securities and the last date on which the Company or any affiliate of the Company was the owner of the Securities or any predecessor thereto and (y) such later date, if any, as may be required by any subsequent change in applicable law (the "Resale Restriction Termination Date") only (a) to the Company, (b) pursuant to a registration statement which has been declared effective under the Securities Act, (c) so long as the Securities are eligible for resale pursuant to Rule 144A under the Securities Act, to a person we reasonably believe is a "qualified institutional buyer" under Rule 144A (a "QIB") that purchases for its own account or for the account of a QIB and to whom notice is given that the transfer is being made in reliance on Rule 144A, (d) pursuant to offers and sales to non-U.S. persons that occur outside the United States within the meaning of Regulation S under the Securities Act, (e) to an institutional "accredited investor" within the meaning of subparagraph (a)(1), (2), (3) or (7) of Rule 501 under the Securities Act C-1 (an "Accredited Investor") that is purchasing for its own account or for the account of such an Accredited Investor for investment purposes and not with a view to, or for offer or sale in connection with, any distribution in violation of the Securities Act, or (f) pursuant to any other available exemption from the registration requirements of the Securities Act, subject, in each of the foregoing cases, to any requirement of law that the disposition of our property or the property of such investor account or accounts be at all times within our or their control and to compliance with any applicable state securities laws. The foregoing restrictions on resale will not apply subsequent to the Resale Restriction Termination Date. If any resale or other transfer of the Securities is proposed to be made pursuant to clause (c) above prior to the Resale Restriction Termination Date, the transferor shall deliver a letter from the transferee substantially in the form of this letter to the Trustee, which shall provide, among other things, that the transferee is an Accredited Investor within the meaning of subparagraph (a)(1), (2), (3) or (7) of Rule 501 under the Securities Act and that it is acquiring such Securities for investment purposes and not for distribution in violation of the Securities Act. Each purchaser acknowledges that the Company, the Trustee and the Transfer Agent and Registrar reserve the right prior to any offer, sale or other transfer prior to the Resale Restriction Termination Date of the Securities pursuant to clause (d), (e) or (f) above to require the delivery of an opinion of counsel, certification and/or other information satisfactory to the Company and the Trustee. 2. We are an Accredited Investor or a QIB purchasing Securities for our own account or for the account of one or more Accredited Investors, and we are acquiring the Securities for investment purposes and not with a view to, or for offer or sale in connection with, any distribution in violation of the Securities Act or the securities laws of any state of the United States and we have such knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of our investment in the Securities, and we and any accounts for which we are acting are each able to bear the economic risk of our or its investment in the Securities for an indefinite period. 3. We are acquiring the Securities purchased by us for our own account or for one or more accounts as to each of which we exercise sole C-2 investment discretion and we and any such account are (a) a QIB, aware that the sale is being made in reliance on Rule 144A under the Securities Act, (b) an Accredited Investor, or (c) a person other than a U.S. person ("foreign purchasers"), which term shall include dealers or other professional fiduciaries in the United States acting on a discretionary basis for foreign beneficial owners (other than an estate or trust) in offshore transactions meeting the requirements of Rules 903 and 904 of Regulation S under the Securities Act. 4. We have received a copy of the Offering Memorandum and acknowledge that we have had access to such financial and other information, and have been afforded the opportunity to ask such questions of representatives of the Company and receive answers thereto, as we deem necessary in order to verify the information contained in the Offering Memorandum. We understand that the Trustee and the Transfer Agent will not be required to accept for registration of transfer any Securities acquired by us, except upon presentation of evidence satisfactory to the Company and the Trustee that the foregoing restrictions on transfer have been complied with. We further understand that the Securities purchased by us will be in the form of definitive physical certificates and that such certificates will bear a legend reflecting the substance of this paragraph. We further agree to provide to any person acquiring any of the Securities from us a notice advising such person that transfers of such Securities are restricted as stated herein and that certificates representing such Securities will bear a legend to that effect. We represent that you, the Company, the Trustee and others are entitled to rely upon the truth and accuracy of our acknowledgements, representations and agreements set forth herein, and we agree to notify you promptly in writing if any of our acknowledgements, representations or agreements herein cease to be accurate and complete. You are also irrevocably authorized to produce this letter or a copy hereof to any interested party in any administrative or legal proceeding or official inquiry with respect to the matters covered hereby. We represent to you that we have full power to make the foregoing acknowledgements, representations and agreements on our own behalf and on behalf of any investor account for which we are acting as fiduciary agent. C-3 As used herein, the terms "offshore transaction," "United States" and "U.S. person" have the respective meanings given to them in Regulation S under the Securities Act. THIS LETTER SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK. Very truly yours, (Name of Purchaser) By:________________________________ Date:______________________________ Upon transfer, the Securities would be registered in the name of the new beneficial owner as follows: Name:______________________________ Address:______________________________ C-4 EXHIBIT D --------- Form of Certificate To Be Delivered in Connection with Transfers Pursuant to Regulation S ----------------------------------- --------------, ---- First Union National Bank 40 Broad Street Suite 550, Fifth Floor New York, New York 10004 Attention: Corporate Trustee Administration Re: Chemical Leaman Corporation (the "Company") 10-3/8% Senior Notes due 2005 (the "Securities") ------------------------------------- Ladies and Gentlemen: In connection with our proposed sale of $__________ aggregate principal amount of the Securities, we confirm that such sale has been effected pursuant to and in accordance with Regulation S under the U.S. Securities Act of 1933, as amended (the "Securities Act"), and, accordingly, we represent that: (1) the offer of the Securities was not made to a person in the United States; (2) either (a) at the time the buy offer was originated, the transferee was outside the United States or we and any person acting on our behalf reasonably believed that the transferee was outside the United States, or (b) the transaction was executed in, on or through the facilities of a designated off-shore securities market and neither we nor any person acting on our behalf knows that the transaction has been pre-arranged with a buyer in the United States; (3) no directed selling efforts have been made in the United States in contravention of the requirements of Rule 903(b) or Rule 904(b) of Regulation S, as applicable; D-1 (4) the transaction is not part of a plan or scheme to evade the registration requirements of the Securities Act; (5) we have advised the transferee of the transfer restrictions applicable to the Securities; (6) if the circumstances set forth in Rule 904(c) under the Securities Act are applicable, we have complied with the additional conditions therein, including (if applicable) sending a confirmation or other notice stating that the Securities may be offered and sold during the restricted period specified in Rule 903(c)(2) or (3), as applicable, in accordance with the provisions of Regulation S; pursuant to registration of the Securities under the Securities Act; or pursuant to an available exemption from the registration requirements under the Securities Act; and (7) if the sale is made during a restricted period and the provisions of Rule 903(c)(3) are applicable thereto, we confirm that such sale has been made in accordance with such provisions. You and the Company are entitled to rely upon this letter and are irrevocably authorized to produce this letter or a copy hereof to any interested party in any administrative or legal proceedings or official inquiry with respect to the matters covered hereby. Terms used in this certificate have the meanings set forth in Regulation S. Very truly yours, [Name of Transferor] By:_____________________________ Authorized Signature D-2 EXHIBIT E --------- FORM OF SECURITY GUARANTEE -------------------------- For value received, the undersigned hereby fully and unconditionally guarantees to the Holder of this Security the cash payments in United States dollars of principal of, premium, if any, and interest on this Security in the amounts and at the time when due and interest on the overdue principal, premium, if any, and interest, if any, on this Security, if lawful, and the payment or performance of all other obligations of the Company under the Indenture or the Securities, to the Holder of this Security and the Trustee, all in accordance with and subject to the terms and limitations of this Security, Article Thirteen of the Indenture and this Security Guarantee. This Security Guarantee will become effective in accordance with Article Thirteen of the Indenture and its terms shall be evidenced therein. The validity and enforceability of any Security Guarantee shall not be affected by the fact that it is not affixed to any particular Security. Capitalized terms used but not defined herein shall have the meanings ascribed to them in the Indenture dated as of June 16, 1997, by and between Chemical Leaman Corporation and The First Union National Bank, as Trustee, as amended or supplemented (the "Indenture"). The obligations of the undersigned to the Holders of Securities and to the Trustee pursuant to the Security Guarantee and the Indenture are expressly set forth in Article Thirteen of the Indenture and reference is hereby made to the Indenture for the precise terms of the Security Guarantee and all of the other provisions of the Indenture to which this Security Guarantee relates. THIS SECURITY GUARANTEE WILL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK WITHOUT REGARD TO PRINCIPLES OF CONFLICTS OF LAW. THE GUARANTORS HEREUNDER AGREES TO SUBMIT TO THE NON-EXCLUSIVE JURISDICTION OF THE STATE OF NEW YORK IN ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THE INDENTURE, THE SECURITIES OR THIS SECURITY GUARANTEE. This Security Guarantee is subject to release upon the terms set forth in the Indenture. E-1 IN WITNESS WHEREOF, the undersigned Guarantor has caused this Security Guarantee to be duly executed. Dated: [NAME OF GUARANTOR] By:_____________________________________ Name: Title: By:_____________________________________ Name: Title: E-2 EX-10.1 8 REGISTRATION RIGHTS AGREEMENT - ------------------------------------------------------------------------------- REGISTRATION RIGHTS AGREEMENT Dated as of June 16, 1997 by and among CHEMICAL LEAMAN CORPORATION and MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED and SCHRODER WERTHEIM & CO. INCORPORATED, as Initial Purchasers - ------------------------------------------------------------------------------- REGISTRATION RIGHTS AGREEMENT THIS REGISTRATION RIGHTS AGREEMENT (this "Agreement") is made and entered into as of June 16, 1997 by and among CHEMICAL LEAMAN CORPORATION, a Pennsylvania corporation (the "Company"), and MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED ("Merrill Lynch") and SCHRODER WERTHEIM & CO. INCORPORATED ("Schroder" and, together with Merrill Lynch, the "Initial Purchasers"). This Agreement is made pursuant to the Purchase Agreement dated as of June 10, 1997 by and among the Company and the Initial Purchasers (the "Purchase Agreement"), which provides for, among other things, the sale by the Company to the Initial Purchasers of an aggregate of $100,000,000 principal amount of the Company's 10-3/8% Senior Notes due 2005 (the "Securities"). In order to induce the Initial Purchasers to enter into the Purchase Agreement, the Company has agreed to provide to the Initial Purchasers and their direct and indirect transferees the registration rights set forth in this Agreement. The execution and delivery of this Agreement is a condition to the closing under the Purchase Agreement. In consideration of the foregoing, the parties hereto agree as follows: 1. Definitions. As used in this Agreement, the following capitalized defined terms shall have the following meanings: "Additional Interest" shall have the meaning set forth in Section 2(e) hereof. "Advice" shall have the meaning set forth in the last paragraph of Section 3 hereof. "Applicable Period" shall have the meaning set forth in Section 3(t) hereof. "Business Day" shall mean a day that is not a Saturday, a Sunday, or a day on which banking institutions in New York, New York are required to be closed. "Closing Time" shall mean the Closing Time as defined in the Purchase Agreement. "Company" shall have the meaning set forth in the preamble to this Agreement and also includes the Company's successors and permitted assigns. "Depositary" shall mean The Depository Trust Company, or any other depositary appointed by the Company; provided, however, that such depositary must have an address in the Borough of Manhattan, in The City of New York. "Effectiveness Period" shall have the meaning set forth in Section 2(b) hereof. "Event Date" shall have the meaning set forth in Section 2(e) hereof. "Exchange Act" shall mean the Securities Exchange Act of 1934, as amended. "Exchange Offer" shall mean the exchange offer by the Company of Exchange Securities for Securities pursuant to Section 2(a) hereof. "Exchange Offer Registration" shall mean a registration under the Securities Act effected pursuant to Section 2(a) hereof. "Exchange Offer Registration Statement" shall mean an exchange offer registration statement on Form S-1 or S-4 (or, if applicable, on another appropriate form), and all amendments and supplements to such registration statement, in each case including the Prospectus contained therein, all exhibits thereto and all material incorporated by reference therein. "Exchange Period" shall have the meaning set forth in Section 2(a) hereof. "Exchange Securities" shall mean the 10-3/8% Senior Notes due 2005, issued by the Company under the Indenture containing terms identical to the Securities (except that (i) interest thereon shall accrue from the last date on which interest was paid on the Securities or, if no such interest has been paid, from June 16, 1997 and (ii) the transfer restrictions thereon shall be eliminated) to be offered to Holders of Securities in exchange for Securities pursuant to the Exchange Offer. -2- "Guarantors" shall have the meaning set forth in Section 7(c) hereof. "Holder" shall mean the Initial Purchasers, for so long as they own any Registrable Securities, and each of their successors, assigns and direct and indirect transferees who become registered owners of Registrable Securities under the Indenture. "Indenture" shall mean the Indenture relating to the Securities dated as of June 16, 1997 between the Company and First Union National Bank, as trustee, as the same may be amended from time to time in accordance with the terms thereof. "Initial Purchasers" shall have the meaning set forth in the preamble to this Agreement. "Inspectors" shall have the meaning set forth in Section 3(n) hereof. "Majority Holders" shall mean the Holders of a majority of the aggregate principal amount of outstanding Registrable Securities. "Participating Broker-Dealer" shall have the meaning set forth in Section 3(t) hereof. "Person" shall mean an individual, partnership, corporation, trust or unincorporated organization, or a government or agency or political subdivision thereof. "Private Exchange" shall have the meaning set forth in Section 2(a) hereof. "Private Exchange Securities" shall have the meaning set forth in Section 2(a) hereof. "Prospectus" shall mean the prospectus included in a Registration Statement, including any preliminary prospectus, and any such prospectus as amended or supplemented by any prospectus supplement, including a prospectus supplement with respect to the terms of the offering of any portion of the Registrable Securities covered by a Shelf Registration Statement, and by all other amendments and supplements to a prospectus, including post-effective amendments, and in each case including all material incorporated by reference therein. -3- "Purchase Agreement" shall have the meaning set forth in the preamble to this Agreement. "Records" shall have the meaning set forth in Section 3(n) hereof. "Registrable Securities" shall mean each Security and, if issued, each Private Exchange Security until (i) the date on which such Security has been exchanged by a Person other than a Participating Broker-Dealer for an Exchange Security in the Exchange Offer, (ii) following the exchange by a Participating Broker-Dealer in the Exchange Offer of a Security for an Exchange Security, the date on which such Exchange Security is sold to a purchaser who receives from such Participating Broker-Dealer on or prior to the date of such sale a copy of the Prospectus contained in the Exchange Offer Registration Statement, as amended or supplemented, (iii) the date on which such Security or Private Exchange Security, as the case may be, has been effectively registered under the Securities Act and disposed of in accordance with the Shelf Registration Statement, (iv) the date on which such Security or Private Exchange Security, as the case may be, is eligible for distribution to the public pursuant to Rule 144(k) under the Securities Act (or any similar provision then in force, but not Rule 144A under the Securities Act), (v) the date such Security or Private Exchange Security, as the case may be, shall have been otherwise transferred by the holder thereof and a new Security not bearing a legend restricting further transfer shall have been delivered by the Company and subsequent disposition of such Security shall not require registration or qualification under the Securities Act or any similar state law then in force or (vi) such Security or Private Exchange Security, as the case may be, ceases to be outstanding. "Registration Expenses" shall mean any and all expenses incident to performance of or compliance by the Company with this Agreement, including without limitation: (i) all SEC, stock exchange or National Association of Securities Dealers, Inc. (the "NASD") registration and filing fees, including, if applicable, the fees and expenses of any "qualified independent underwriter" (and its counsel) that is required to be retained by any Initial Purchaser holding Registrable Securities in accordance with the rules and regulations of the NASD, (ii) all fees and expenses incurred in connection with compliance with state securities or blue sky laws (including reasonable fees and -4- disbursements of counsel for any underwriters or any Holder that was an Initial Purchaser in connection with blue sky qualification of any of the Exchange Securities or Registrable Securities) and compliance with the rules of the NASD, (iii) all expenses of any Persons (other than the Holders or Persons acting on the request of the Holders) in preparing or assisting in preparing, word processing, printing and distributing any Registration Statement, any Prospectus and any amendments or supplements thereto, and in preparing or assisting in preparing, printing and distributing any underwriting agreements, securities sales agreements and other documents relating to the performance of and compliance with this Agreement, (iv) all rating agency fees, (v) the fees and disbursements of counsel for the Company and of the independent certified public accountants of the Company, including the expenses of any "cold comfort" letters required by or incident to such performance and compliance, (vi) the fees and expenses of the Trustee, and any exchange agent or custodian, (vii) all fees and expenses incurred in connection with the listing, if any, of any of the Registrable Securities on any securities exchange or exchanges, and (viii) any fees and disbursements of any underwriter customarily required to be paid by Company or sellers of securities and the reasonable fees and expenses of any special experts retained by the Company in connection with any Registration Statement, but excluding fees of counsel to the underwriters or Holders and underwriting discounts and commissions and transfer taxes, if any, relating to the sale or disposition of Registrable Securities by a Holder. "Registration Statement" shall mean any registration statement of the Company which covers any of the Exchange Securities or Registrable Securities pursuant to the provisions of this Agreement, and all amendments and supplements to any such Registration Statement, including post-effective amendments, in each case including the Prospectus contained therein, all exhibits thereto and all material incorporated by reference therein. "SEC" shall mean the Securities and Exchange Commission. "Securities" shall have the meaning set forth in the preamble to this Agreement. "Securities Act" shall mean the Securities Act of 1933, as amended. -5- "Shelf Registration" shall mean a registration effected pursuant to Section 2(b) hereof. "Shelf Registration Statement" shall mean a "shelf" registration statement of the Company pursuant to the provisions of Section 2(b) hereof which covers all of the Registrable Securities or all of the Private Exchange Securities, as the case may be, on an appropriate form under Rule 415 under the Securities Act, or any similar rule that may be adopted by the SEC, and all amendments and supplements to such registration statement, including post-effective amendments, in each case including the Prospectus contained therein, all exhibits thereto and all material incorporated by reference therein. "TIA" shall have the meaning set forth in Section 3(l) hereof. "Trustee" shall mean the trustee with respect to the Securities under the Indenture. 2. Registration Under the Securities Act. (a) Exchange Offer. To the extent not prohibited by any applicable law or applicable SEC policy, the Company shall, for the benefit of the Holders, at the Company's cost (i) file with the SEC within 60 days after the Closing Time an Exchange Offer Registration Statement on an appropriate form under the Securities Act covering the offer by the Company to the Holders to exchange all of the Registrable Securities (other than Private Exchange Securities) for a like principal amount of Exchange Securities, (ii) use its best efforts to cause such Exchange Offer Registration Statement declared effective under the Securities Act by the SEC not later than the date which is 120 days after the Closing Time, (iii) use its best efforts to have such Registration Statement remain effective until the closing of the Exchange Offer and (iv) commence the Exchange Offer and use its best efforts to issue Exchange Securities in exchange for all Securities properly tendered prior thereto in the Exchange Offer not later than 30 days after the date on which the Exchange Offer Registration Statement was declared effective by the SEC. Upon the effectiveness of the Exchange Offer Registration Statement, the Company shall promptly commence the Exchange Offer, it being the objective of such Exchange Offer to enable each Holder eligible and electing to exchange Registrable Securities for Exchange Securities (assuming that such Holder is not an affiliate of the Company within the meaning of Rule 405 under the Securities Act and is not a broker-dealer -6- tendering Registrable Securities acquired directly from the Company for its own account, acquires the Exchange Securities in the ordinary course of such Holder's business and has no arrangements or understandings with any Person to participate in the Exchange Offer for the purpose of distributing (within the meaning of the Securities Act) the Exchange Securities) to transfer such Exchange Securities from and after their receipt without any limitations or restrictions under the Securities Act and under state securities or blue sky laws. In connection with the Exchange Offer, the Company shall: (i) mail to each Holder a copy of the Prospectus forming part of the Exchange Offer Registration Statement, together with an appropriate letter of transmittal and related documents; (ii) keep the Exchange Offer open for acceptance for a period of not less than 30 days after the date notice thereof is mailed to the Holders (or longer if required by applicable law) (such period referred to herein as the "Exchange Period"); (iii) utilize the services of the Depositary for the Exchange Offer; (iv) permit Holders to withdraw tendered Securities at any time prior to the close of business, New York time, on the last Business Day of the Exchange Period, by sending to the institution specified in the notice, a telegram, telex, facsimile transmission or letter setting forth the name of such Holder, the principal amount of Securities delivered for exchange, and a statement that such Holder is withdrawing such Holder's election to have such Securities exchanged; (v) notify each Holder that any Security not tendered will remain outstanding and continue to accrue interest, but will not retain any rights under this Agreement (except in the case of the Initial Purchasers and Participating Broker-Dealers as provided herein); and (vi) otherwise comply in all respects with all applicable laws relating to the Exchange Offer. If, prior to consummation of the Exchange Offer, the Initial Purchasers hold any Securities acquired by them and -7- having the status of an unsold allotment in the initial distribution, the Company upon the request of any Initial Purchaser shall, simultaneously with the delivery of the Exchange Securities in the Exchange Offer, issue and deliver to such Initial Purchaser in exchange (the "Private Exchange") for the Securities held by such Initial Purchaser, a like principal amount of debt securities of the Company that are identical (except that such securities shall bear appropriate transfer restrictions) to the Exchange Securities (the "Private Exchange Securities"). The Exchange Securities and the Private Exchange Securities shall be issued under (i) the Indenture or (ii) an indenture identical to the Indenture in all material respects and which, in either case, has been qualified under the TIA and shall provide that the Exchange Securities shall not be subject to the transfer restrictions set forth in the Indenture. The Indenture or such indenture shall provide that the Exchange Securities, the Private Exchange Securities and the Securities shall vote and consent together on all matters as one class and that none of the Exchange Securities, the Private Exchange Securities or the Securities will have the right to vote or consent as a separate class on any matter. The Private Exchange Securities shall be of the same series as, and the Company shall use its best efforts to have the Private Exchange Securities bear the same CUSIP number as, the Exchange Securities. As soon as practicable after the close of the Exchange Offer and/or the Private Exchange, as the case may be, the Company shall: (i) accept for exchange all Securities or portions thereof tendered and not validly withdrawn pursuant to the Exchange Offer; (ii) accept for exchange all Securities duly tendered pursuant to the Private Exchange; and (iii) deliver, or cause to be delivered, to the Trustee for cancellation all Securities or portions thereof so accepted for exchange by the Company, and issue, and cause the Trustee under the Indenture to promptly authenticate and deliver to each Holder, a new Exchange Security or Private Exchange Security, as the case may be, equal in principal amount to the principal amount of the Securities surrendered by such Holder and accepted for exchange. To the extent not prohibited by any law or applicable interpretation of the staff of the SEC, the Company shall use its best -8- efforts to complete the Exchange Offer as provided above, and shall comply with the applicable requirements of the Securities Act, the Exchange Act and other applicable laws in connection with the Exchange Offer. The Exchange Offer shall not be subject to any conditions, other than that the Exchange Offer does not violate applicable law or any applicable interpretation of the staff of the SEC. Each Holder of Registrable Securities who wishes to exchange such Registrable Securities for Exchange Securities in the Exchange Offer will be required to make certain customary representations in connection therewith, including representations that such Holder is not an affiliate of the Company within the meaning of Rule 405 under the Securities Act, or if it is such an affiliate, it will comply with the registration and prospectus delivery requirements of the Securities Act to the extent applicable, that any Exchange Securities to be received by it will be acquired in the ordinary course of business and that at the time of the commencement of the Exchange Offer it has no arrangement with any Person to participate in the distribution (within the meaning of the Securities Act) of the Exchange Securities. The Company shall inform the Initial Purchasers, after consultation with the Trustee and the Initial Purchasers, of the names and addresses of the Holders to whom the Exchange Offer is made, and the Initial Purchasers shall have the right to contact such Holders and otherwise facilitate the tender of Registrable Securities in the Exchange Offer. Upon consummation of the Exchange Offer in accordance with this Section 2(a), the provisions of this Agreement shall continue to apply, mutatis mutandis, solely with respect to Registrable Securities that are Private Exchange Securities and Exchange Securities held by Participating Broker-Dealers, and the Company shall have no further obligation to register Registrable Securities (other than Private Exchange Securities) pursuant to Section 2(b) hereof. (b) Shelf Registration. In the event that (i) the Company is not permitted to file the Exchange Offer Registration Statement or to consummate the Exchange Offer because the Exchange Offer is not permitted by applicable law or SEC policy, (ii) the Exchange Offer is not for any other reason consummated within 150 days after the Closing Time, (iii) any holder of Securities notifies the Company within 30 days after the commencement of the Exchange Offer that (a) due to a change in law or policy it is not entitled to participate in the Exchange Offer, (b) due to a change in law or policy it may not resell the Exchange Securities acquired by it in the Exchange Offer to the public without delivering a prospectus and the -9- prospectus contained in the Exchange Offer Registration Statement is not appropriate or available for such resales by such holder or (c) it is a broker-dealer and owns Securities acquired directly from the Company or an affiliate of the Company or (iv) the holders of a majority in aggregate principal amount of the Securities may not resell the Exchange Securities acquired by them in the Exchange Offer to the public without restriction under the Securities Act and without restriction under applicable blue sky or state securities laws, then the Company shall, at its cost, file as promptly as practicable after such determination or date, as the case may be, and, in any event, prior to the later of (A) 60 days after the Closing Time or (B) 30 days after such filing obligation arises (provided, however, that if the Company has not consummated the Exchange Offer within 150 days after the Closing Time, then the Company shall file the Shelf Registration Statement with the SEC on or prior to the 180th day after the Closing Time), a Shelf Registration Statement providing for the sale by the Holders of all of the Registrable Securities, and shall use its best efforts to cause such Shelf Registration Statement declared effective by the SEC as soon as practicable and, in any event, on or prior to 60 days after the obligation to file the Shelf Registration Statement arises. No Holder of Registrable Securities may include any of its Registrable Securities in any Shelf Registration pursuant to this Agreement unless and until such Holder furnishes to the Company in writing, within 15 days after receipt of a request therefor, such information as the Company may, after conferring with counsel with regard to information relating to Holders that would be required by the SEC to be included in such Shelf Registration Statement or Prospectus included therein, reasonably request for inclusion in any Shelf Registration Statement or Prospectus included therein. Each Holder as to which any Shelf Registration is being effected agrees to furnish to the Company all information with respect to such Holder necessary to make any information previously furnished to the Company by such Holder not materially misleading. The Company agrees to use its best efforts to keep the Shelf Registration Statement continuously effective, supplemented and amended for a period of two years (or such shorter period provided for in any amendment to Rule 144(k) under the Securities Act (or any successor provision other than Rule 144A) upon the expiration of which securities are eligible for distribution to the public) from the Closing Time or such shorter period that will terminate when all the Registrable Securities covered by the Shelf Registration Statement have been sold pursuant thereto (subject to extension pursuant to the -10- last paragraph of Section 3 hereof) (the "Effectiveness Period"). The Company shall not permit any securities other than Registrable Securities to be included in the Shelf Registration. The Company further agrees, if necessary, to supplement or amend the Shelf Registration Statement, if required by the rules, regulations or instructions applicable to the registration form used by the Company for such Shelf Registration Statement or by the Securities Act or by any other rules and regulations thereunder for shelf registrations, and the Company agrees to furnish to the Holders of Registrable Securities copies of any such supplement or amendment promptly after its being used or filed with the SEC. (c) Expenses. The Company shall pay all Registration Expenses in connection with the registration pursuant to Section 2(a) or 2(b) hereof and any one counsel designated in writing by the Majority Holders to act as counsel for the Holders of the Registrable Securities in connection with a Shelf Registration Statement. Except as provided in the preceding sentence, each Holder shall pay all expenses of its counsel, underwriting discounts and commissions and transfer taxes, if any, relating to the sale or disposition of such Holder's Registrable Securities pursuant to the Shelf Registration Statement. (d) Effective Registration Statement. An Exchange Offer Registration Statement pursuant to Section 2(a) hereof or a Shelf Registration Statement pursuant to Section 2(b) hereof will not be deemed to have become effective unless it has been declared effective by the SEC; provided, however, that if, after it has been declared effective, the offering of Registrable Securities pursuant to a Shelf Registration Statement is interfered with by any stop order, injunction or other order or requirement of the SEC or any other governmental agency or court, such Registration Statement will be deemed not to have been effective during the period of such interference, until the offering of Registrable Securities may legally resume. The Company will be deemed not to have used its best efforts to cause the Exchange Offer Registration Statement or the Shelf Registration Statement, as the case may be, to become, or to remain, effective during the requisite period if they voluntarily take any action that would result in any such Registration Statement not being declared effective or in the Holders of Registrable Securities covered thereby not being able to exchange or offer and sell such Registrable Securities during that period unless such action is required by applicable law. -11- (e) Additional Interest. If (i) the Company fails to file an Exchange Offer Registration Statement or the Shelf Registration Statement on or before the date specified herein for such filing, (ii) the Exchange Offer Registration Statement or the Shelf Registration Statement is not declared effective by the SEC on or prior to the date specified herein for such effectiveness (the "Effectiveness Target Date"), (iii) the Exchange Offer is required to be consummated hereunder and the Company fails to issue Exchange Securities in exchange for all Securities properly tendered and not withdrawn in the Exchange Offer within 30 days of the Effectiveness Target Date with respect to the Exchange Offer Registration Statement, or (iv) the Exchange Offer Registration Statement or the Shelf Registration Statement required to be filed and declared effective hereunder is declared effective but thereafter ceases to be effective or usable in connection with the Exchange Offer or resales of Securities, as the case may be, during the periods specified herein (each such event referred to in clauses (i) through (iv) above, a "Registration Default"), then the interest rate borne by the Registrable Securities as to which such Registration Default relates shall be increased (the "Additional Interest"), with respect to the first 90-day period (or portion thereof) while a Registration Default is continuing immediately following the occurrence of such Registration Default, by 0.25% per annum, such interest rate increasing by an additional 0.25% per annum at the beginning of each subsequent 90-day period (or portion thereof) while a Registration Default is continuing until all Registration Defaults have been cured, up to a maximum rate of Additional Interest of 1.00% per annum. Upon (w) the filing of the Exchange Offer Registration Statement or the Shelf Registration Statement, as the case may be, required hereunder (in the case of clause (i) of the preceding sentence), (x) the effectiveness of the Exchange Offer Registration Statement or the Shelf Registration Statement, as the case may be, required hereunder (in the case of clause (ii) of the preceding sentence), (y) the issuance of Exchange Securities in exchange for all Securities properly tendered and not withdrawn in the Exchange Offer (in the case of clause (iii) of the preceding sentence) or (z) the effectiveness of the Exchange Offer Registration Statement or the Shelf Registration Statement, as the case may be, required hereunder which had ceased to be effective (in the case of clause (iv) of the preceding sentence), Additional Interest as a result of the Registration Default described in such clause shall cease to accrue (but any accrued amount shall be payable) and the interest rate on the Securities shall revert to the original rate if no other Registration Default has occurred and is continuing. -12- The Company shall notify the Trustee within three Business Days after each and every date on which an event occurs in respect of which Additional Interest is required to be paid (an "Event Date"). Additional Interest shall be paid by depositing with the Trustee, in trust, for the benefit of the Holders of Securities or of Private Exchange Securities, as the case may be, on or before the applicable semiannual interest payment date, immediately available funds in sums sufficient to pay the Additional Interest then due. The Additional Interest due shall be payable on each interest payment date to the record Holder of Securities entitled to receive the interest payment to be paid on such date as set forth in the Indenture. Each obligation to pay Additional Interest shall be deemed to accrue from and including the day following the applicable Event Date. (f) Specific Enforcement. Without limiting the remedies available to the Initial Purchasers and the Holders, the Company acknowledge that any failure by the Company to comply with its obligations under Section 2(a) and Section 2(b) hereof may result in material irreparable injury to the Initial Purchasers or the Holders for which there is no adequate remedy at law, that it would not be possible to measure damages for such injuries precisely and that, in the event of any such failure, the Initial Purchasers or any Holder may obtain such relief as may be required to specifically enforce the Company's obligations under Section 2(a) and Section 2(b) hereof. 3. Registration Procedures. In connection with the obligations of the Company with respect to the Registration Statements pursuant to Sections 2(a) and 2(b) hereof, the Company shall: (a) prepare and file with the SEC a Registration Statement or Registration Statements as prescribed by Sections 2(a) and 2(b) hereof within the relevant time period specified in Section 2 hereof on the appropriate form under the Securities Act, which form (i) shall be selected by the Company, (ii) shall, in the case of a Shelf Registration, be available for the sale of the Registrable Securities by the selling Holders thereof and (iii) shall comply as to form in all material respects with the requirements of the applicable form and include all financial statements required by the SEC to be filed therewith; and use its best efforts to cause such Registration Statement to become effective and remain effective in accordance with Section 2 hereof; provided, however, that if (1) such filing is pursuant to Section 2(b), or (2) a Prospectus -13- contained in an Exchange Offer Registration Statement filed pursuant to Section 2(a) is required to be delivered under the Securities Act by any Participating Broker-Dealer who seeks to sell Exchange Securities, before filing any Registration Statement or Prospectus or any amendments or supplements thereto, the Company shall furnish to and afford the Holders of the Registrable Securities and each such Participating Broker-Dealer, as the case may be, covered by such Registration Statement, their counsel and the managing underwriters, if any, a reasonable opportunity to review copies of all such documents (including copies of any documents to be incorporated by reference therein and all exhibits thereto) proposed to be filed (at least 10 Business Days prior to such filing). The Company shall not file any Registration Statement or Prospectus or any amendments or supplements thereto in respect of which the Holders must be afforded an opportunity to review prior to the filing of such document if the Majority Holders or such Participating Broker-Dealer, as the case may be, their counsel or the managing underwriters, if any, shall reasonably object; (b) prepare and file with the SEC such amendments and post-effective amendments to each Registration Statement as may be necessary to keep such Registration Statement effective for the Effectiveness Period or the Applicable Period, as the case may be; and cause each Prospectus to be supplemented by any required prospectus supplement and as so supplemented to be filed pursuant to Rule 424 (or any similar provision then in force) under the Securities Act, and comply with the provisions of the Securities Act, the Exchange Act and the rules and regulations promulgated thereunder applicable to it with respect to the disposition of all securities covered by each Registration Statement during the Effectiveness Period or the Applicable Period, as the case may be, in accordance with the intended method or methods of distribution by the selling Holders thereof described in this Agreement (including sales by any Participating Broker-Dealer); (c) in the case of a Shelf Registration, (i) notify each Holder of Registrable Securities, at least three Business Days prior to filing, that a Shelf Registration Statement with respect to the Registrable Securities is being filed and advising such Holder that the distribution of Registrable Securities will be made in accordance with the method selected by the Majority Holders; and (ii) furnish to each Holder of Registrable Securities and to each -14- underwriter of an underwritten offering of Registrable Securities, if any, without charge, as many copies of each Prospectus, including each preliminary prospectus, and any amendment or supplement thereto and such other documents as such Holder or underwriter may reasonably request, in order to facilitate the public sale or other disposition of the Registrable Securities; and (iii) subject to the last paragraph of Section 3 hereof, hereby consent to the use of the Prospectus or any amendment or supplement thereto by each of the selling Holders of Registrable Securities in connection with the offering and sale of the Registrable Securities covered by the Prospectus or any amendment or supplement thereto; (d) in the case of a Shelf Registration, use its best efforts to register or qualify the Registrable Securities under all applicable state securities or "blue sky" laws of such jurisdictions by the time the applicable Registration Statement is declared effective by the SEC as any Holder of Registrable Securities covered by a Registration Statement and each underwriter of an underwritten offering of Registrable Securities shall reasonably request in advance of such date of effectiveness, and do any and all other acts and things which may be reasonably necessary or advisable to enable such Holder and underwriter to consummate the disposition in each such jurisdiction of such Registrable Securities owned by such Holder; provided, however, that the Company shall not be required to (i) qualify as a foreign corporation or as a dealer in securities in any jurisdiction where it would not otherwise be required to qualify but for this Section 3(d), (ii) file any general consent to service of process or (iii) subject itself to taxation in any such jurisdiction if it is not so subject; (e) in the case of (1) a Shelf Registration or (2) Participating Broker-Dealers who have notified the Company that they will be utilizing the Prospectus contained in the Exchange Offer Registration Statement as provided in Section 3(t) hereof, notify each Holder of Registrable Securities, or such Participating Broker-Dealers, as the case may be, their counsel and the managing underwriters, if any, promptly and confirm such notice in writing (i) when a Registration Statement has become effective and when any post-effective amendments and supplements thereto become effective, (ii) of any request by the SEC or any state securities authority for amendments and supplements to a Registration Statement or Prospectus -15- or for additional information after the Registration Statement has become effective, (iii) of the issuance by the SEC or any state securities authority of any stop order suspending the effectiveness of a Registration Statement or the initiation of any proceedings for that purpose, (iv) in the case of a Shelf Registration, if, between the effective date of a Registration Statement and the closing of any sale of Registrable Securities covered thereby, the representations and warranties of the Company contained in any underwriting agreement, securities sales agreement or other similar agreement, if any, relating to such offering (but not including the Purchase Agreement, the Indenture or this Agreement) cease to be true and correct in all material respects, (v) if the Company receives any notification with respect to the suspension of the qualification of the Registrable Securities or the Exchange Securities to be sold by any Participating Broker-Dealer for offer or sale in any jurisdiction or the initiation of any proceeding for such purpose, (vi) of the happening of any event or the failure of any event to occur or the discovery of any facts or otherwise during the Effectiveness Period or Applicable Period, as the case may be, which makes any statement made in a Registration Statement or the related Prospectus untrue in any material respect or which causes such Registration Statement or Prospectus to omit to state a material fact necessary to make the statements therein (in the case of the Prospectus, in the light of the circumstances under which they were made) not misleading and (vii) the Company's reasonable determination that a post-effective amendment to the Registration Statement would be appropriate; (f) make every reasonable effort to obtain the withdrawal of any order suspending the effectiveness of a Registration Statement as soon as practicable; (g) in the case of a Shelf Registration, furnish to each Holder of Registrable Securities, without charge, at least one conformed copy of each Registration Statement relating to such Shelf Registration and any post-effective amendment thereto (without documents incorporated therein by reference or exhibits thereto, unless requested); (h) in the case of a Shelf Registration, cooperate with the selling Holders of Registrable Securities to facilitate the timely preparation and delivery of certificates representing Registrable Securities to be sold and not bearing any restrictive legends; and cause such -16- Registrable Securities to be in such denominations (consistent with the provisions of the Indenture) and registered in such names as the selling Holders or the underwriters may reasonably request at least two Business Days prior to the closing of any sale of Registrable Securities; (i) in the case of a Shelf Registration or an Exchange Offer Registration, upon the occurrence of any circumstance contemplated by Section 3(e)(ii), 3(e)(iii), 3(e)(v), 3(e)(vi) or 3(e)(vii) hereof, use its best efforts to prepare a supplement or post-effective amendment to a Registration Statement or the related Prospectus or any document incorporated therein by reference or file any other required document (subject to Section 3(a)) so that, as thereafter delivered to the purchasers of the Registrable Securities or Exchange Securities to whom a Prospectus is being delivered by a Participating Broker-Dealer who has notified the Company that it will be utilizing the Prospectus contained in the Exchange Offer Registration Statement as provided in Section 3(t) hereof, such Prospectus will not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; and to notify each Holder or Participating Broker-Dealer, as the case may be, to suspend use of the Prospectus as promptly as practicable after the occurrence of such an event, and each Holder and Participating Broker-Dealer hereby agrees to suspend use of the Prospectus until the Company have amended or supplemented the Prospectus to correct such misstatement or omission; (j) in the case of a Shelf Registration, upon the filing of any document which is to be incorporated by reference into a Registration Statement or a Prospectus after the initial filing of a Registration Statement, provide a reasonable number of copies of such document to the Holders; (k) obtain a CUSIP number for all Exchange Securities or Registrable Securities, as the case may be, not later than the effective date of a Registration Statement, and provide the Trustee with certificates for the Exchange Securities or the Registrable Securities, as the case may be, in a form eligible for deposit with the Depositary; (l) cause the Indenture or the indenture provided for in Section 2(a) to be qualified under the TIA in -17- connection with the registration of the Exchange Securities or Registrable Securities, as the case may be, cooperate with the Trustee or any trustee under such indenture and the Holders to effect such changes to the Indenture or such indenture as may be required for the Indenture or such indenture to be so qualified in accordance with the terms of the TIA and execute, and use their best efforts to cause the Trustee or such trustee to execute, all documents as may be required to effect such changes, and all other forms and documents required to be filed with the SEC to enable the Indenture or such indenture to be so qualified in a timely manner; (m) in the case of a Shelf Registration, enter into such agreements (including underwriting agreements) as are customary in underwritten offerings and take all such other appropriate actions as are reasonably requested in order to expedite or facilitate the registration or the disposition of such Registrable Securities, and in such connection, whether or not an underwriting agreement is entered into and whether or not the registration is an underwritten registration: (i) make such representations and warranties to Holders of such Registrable Securities and the underwriters (if any), with respect to the business of the Company and its subsidiaries as then conducted or proposed to be conducted and the Registration Statement, Prospectus and documents, if any, incorporated or deemed to be incorporated by reference therein, in each case, as are customarily made by Company to underwriters in underwritten offerings, and confirm the same if and when requested; (ii) obtain opinions of counsel to the Company and updates thereof in form and substance reasonably satisfactory to the managing underwriters (if any) and the Holders of a majority in principal amount of the Registrable Securities being sold, addressed to each selling Holder and the underwriters (if any) covering the matters customarily covered in opinions requested in underwritten offerings and such other matters as may be reasonably requested by such Holders and underwriters; (iii) obtain "cold comfort" letters and updates thereof in form and substance reasonably satisfactory to the managing underwriters (if any) from the independent certified public accountants of the Company (and, if necessary, any other independent certified public accountants of any subsidiary of the Company or of any business acquired by the Company for which financial statements and financial data are, or are required to be, included in the Registration Statement), addressed to the selling Holders of Registrable -18- Securities and to each of the underwriters (if any), such letters to be in customary form and covering matters of the type customarily covered in "cold comfort" letters in connection with underwritten offerings and such other matters as reasonably requested by such selling Holders and underwriters; and (iv) if an underwriting agreement is entered into, the same shall contain indemnification provisions and procedures no less favorable than those set forth in Section 4 hereof (or such other less favorable provisions and procedures acceptable to Holders of a majority in aggregate principal amount of Registrable Securities covered by such Registration Statement and the managing underwriters or agents) with respect to all parties to be indemnified pursuant to said Section (including, without limitation, such underwriters and selling Holders). The above shall be done at each closing under such underwriting agreement, or as and to the extent required thereunder; (n) if (1) a Shelf Registration is filed pursuant to Section 2(b) or (2) a Prospectus contained in an Exchange Offer Registration Statement filed pursuant to Section 2(a) is required to be delivered under the Securities Act by any Participating Broker-Dealer who seeks to sell Exchange Securities during the Applicable Period, make available for inspection by any selling Holder of such Registrable Securities being sold, or each such Participating Broker-Dealer, as the case may be, any underwriter participating in any such disposition of Registrable Securities, if any, and any attorney, accountant or other agent retained by any such selling Holder or each such Participating Broker-Dealer, as the case may be, or underwriter (collectively, the "Inspectors"), at the offices where normally kept, during reasonable business hours, all financial and other records, pertinent corporate documents and properties of the Company and their subsidiaries (collectively, the "Records") as shall be reasonably necessary to enable them to exercise any applicable due diligence responsibilities, and cause the officers, directors and employees of the Company and its subsidiaries to supply all information in each case reasonably requested by any such Inspector in connection with such Registration Statement. Records which the Company determines, in good faith, to be confidential and any Records which they notify the Inspectors are confidential shall not be disclosed by the Inspectors unless (i) the disclosure of such Records is necessary in connection with the Inspectors' assertion of any claims or actions or with their -19- establishment of any defense in an action then pending before a court of competent jurisdiction, (ii) the release of such Records is ordered pursuant to a subpoena or other order from a court of competent jurisdiction or (iii) the information in such Records has been made generally available to the public. Each selling Holder of such Registrable Securities and each such Participating Broker-Dealer will be required to agree that information obtained by it as a result of such inspections shall be deemed confidential and shall not be used by it as the basis for any market transactions in the securities of the Company unless and until such is made generally available to the public. Each selling Holder of such Registrable Securities and each such Participating Broker-Dealer will be required to further agree that it will, prior to disclosure of such Records pursuant to clause (i) or (ii) above, give prompt notice to the Company and allow the Company at its expense to undertake appropriate action to prevent disclosure to the public of the Records deemed confidential; (o) comply with all applicable rules and regulations of the SEC and make generally available to their securityholders earnings statements satisfying the provisions of Section 11(a) of the Securities Act and Rule 158 thereunder (or any similar rule promulgated under the Securities Act) no later than 45 days after the end of any 12-month period (or 90 days after the end of any 12-month period if such period is a fiscal year) (i) commencing at the end of any fiscal quarter in which Registrable Securities are sold to underwriters in a firm commitment or best efforts underwritten offering and (ii) if not sold to underwriters in such an offering, commencing on the first day of the first fiscal quarter of the Company after the effective date of a Registration Statement, which statements shall cover said 12-month periods; (p) upon consummation of an Exchange Offer or a Private Exchange, obtain an opinion of counsel to the Company addressed to the Trustee for the benefit of all Holders of Registrable Securities participating in the Exchange Offer or the Private Exchange, as the case may be, and which includes an opinion that (i) the Company has duly authorized, executed and delivered the Exchange Securities and Private Exchange Securities and the Indenture, and (ii) each of the Exchange Securities or the Private Exchange Securities, as the case may be, and the Indenture constitute a legal, valid and binding obligation of the Company, enforceable against the Company in accordance -20- with its respective terms (in each case, with customary exceptions); (q) if an Exchange Offer or a Private Exchange is to be consummated, upon delivery of the Registrable Securities by Holders to the Company (or to such other Person as directed by the Company) in exchange for the Exchange Securities or the Private Exchange Securities, as the case may be, the Company shall mark, or cause to be marked, on such Registrable Securities delivered by such Holders that such Registrable Securities are being cancelled in exchange for the Exchange Securities or the Private Exchange Securities, as the case may be; in no event shall such Registrable Securities be marked as paid or otherwise satisfied; (r) cooperate with each seller of Registrable Securities covered by any Registration Statement and each underwriter, if any, participating in the disposition of such Registrable Securities and their respective counsel in connection with any filings required to be made with the NASD; (s) use their best efforts to take all other steps necessary to effect the registration of the Registrable Securities covered by a Registration Statement contemplated hereby; (t) (A) in the case of the Exchange Offer Registration Statement (i) include in the Exchange Offer Registration Statement a section entitled "Plan of Distribution," which section shall be reasonably acceptable to the Initial Purchasers or another representative of the Participating Broker-Dealers, and which shall contain a summary statement of the positions taken or policies made by the staff of the SEC with respect to the potential "underwriter" status of any broker-dealer (a "Participating Broker-Dealer") that holds Registrable Securities acquired for its own account as a result of market-making activities or other trading activities and that will be the beneficial owner (as defined in Rule 13d-3 under the Exchange Act) of Exchange Securities to be received by such broker-dealer in the Exchange Offer, whether such positions or policies have been publicly disseminated by the staff of the SEC or such positions or policies, in the reasonable judgment of the Initial Purchasers or such other representative, represent the prevailing views of the staff of the SEC, including a statement that any such -21- broker-dealer who receives Exchange Securities for Registrable Securities pursuant to the Exchange Offer may be deemed a statutory underwriter and must deliver a prospectus meeting the requirements of the Securities Act in connection with any resale of such Exchange Securities, (ii) furnish to each Participating Broker-Dealer who has delivered to the Company the notice referred to in Section 3(e), without charge, as many copies of each Prospectus included in the Exchange Offer Registration Statement, including any preliminary prospectus, and any amendment or supplement thereto, as such Participating Broker-Dealer may reasonably request (iii) hereby consent to the use of the Prospectus forming part of the Exchange Offer Registration Statement or any amendment or supplement thereto, by any Person subject to the prospectus delivery requirements of the SEC, including all Participating Broker-Dealers, in connection with the sale or transfer of the Exchange Securities covered by the Prospectus or any amendment or supplement thereto, (iv) use its best efforts to keep the Exchange Offer Registration Statement effective and to amend and supplement the Prospectus contained therein in order to permit such Prospectus to be lawfully delivered by all Persons subject to the prospectus delivery requirements of the Securities Act for such period of time as such Persons must comply with such requirements in order to resell the Exchange Securities; provided, however, that such period shall not be required to exceed 180 days (or such longer period if extended pursuant to the last sentence of Section 3 hereof) (the "Applicable Period"), and (iv) include in the transmittal letter or similar documentation to be executed by an exchange offeree in order to participate in the Exchange Offer (x) the following provision: "If the exchange offeree is a broker-dealer holding Registrable Securities acquired for its own account as a result of market-making activities or other trading activities, it will deliver a prospectus meeting the requirements of the Securities Act in connection with any resale of Exchange Securities received in respect of such Registrable Securities pursuant to the Exchange Offer"; and (y) a statement to the effect that by a Participating Broker-Dealer making the acknowledgment described in clause (x) and by delivering a Prospectus in connection with the exchange of Registrable Securities, such -22- Participating Broker-Dealer will not be deemed to admit that it is an underwriter within the meaning of the Securities Act; and (B) in the case of any Exchange Offer Registration Statement, the Company agrees to deliver to the Initial Purchasers or to Participating Broker-Dealers upon consummation of the Exchange Offer (i) an opinion of counsel substantially in the form attached hereto as Exhibit A, and (ii) an officers' certificate containing certifications substantially similar to those set forth in Section 5(e) of the Purchase Agreement and such additional certifications as are customarily delivered in a public offering of debt securities. The Company may require each seller of Registrable Securities as to which any registration is being effected to furnish to the Company such information regarding such seller and the proposed distribution of such Registrable Securities, as the Company may from time to time reasonably request in writing. The Company may exclude from such registration the Registrable Securities of any seller who fails to furnish any such information which the Company reasonably requires in order for the Shelf Registration Statement to comply with applicable law and SEC policy within a reasonable time after receiving such request and shall be under no obligation to compensate any such seller for any lost income, interest or other opportunity forgone, or any liability incurred, as a result of the Company's decision to exclude such seller. In the case of (1) a Shelf Registration Statement or (2) Participating Broker-Dealers who have notified the Company that they will be utilizing the Prospectus contained in the Exchange Offer Registration Statement as provided in Section 3(t) hereof that are seeking to sell Exchange Securities and are required to deliver Prospectuses, each Holder or Participating Broker-Dealer, as the case may be, agrees that, upon receipt of any notice from the Company of the happening of any event of the kind described in Section 3(e)(ii), 3(e)(iii), 3(e)(v), 3(e)(vi) or 3(e)(vii) hereof, such Holder or Participating Broker-Dealer, as the case may be, will forthwith discontinue disposition of Registrable Securities pursuant to a Registration Statement or Exchange Securities, as the case may be, until such Holder's or Participating Broker-Dealer's, as the case may be, receipt of the copies of the supplemented or amended Prospectus contemplated by Section 3(i) hereof or until it is advised in writing (the "Advice") by the Company that the use of the applicable Prospectus may be resumed, and, if so directed -23- by the Company, such Holder or Participating Broker-Dealer, as the case may be, will deliver to the Company (at the Company's expense) all copies in such Holder's or Participating Broker-Dealer's, as the case may be, possession, other than permanent file copies then in such Holder's or Participating Broker-Dealer's, as the case may be, possession, of the Prospectus covering such Registrable Securities or Exchange Securities, as the case may be, current at the time of receipt of such notice. If the Company shall give any such notice to suspend the disposition of Registrable Securities or Exchange Securities, as the case may be, pursuant to a Registration Statement, (x) the Company shall use its best efforts to file and have declared effective (if an amendment) as soon as practicable an amendment or supplement to the Registration Statement and, in the case of an amendment, have such amendment declared effective as soon as practicable; provided, however, that the Company may postpone the filing of such amendment or supplement for a period not to extend beyond the earlier to occur of (I) 30 days after the date of the determination of the Board of Directors referred to below and (II) the day after the cessation of the circumstances described below upon which such postponement is based, if the Board of Directors of the Company determines reasonably and in good faith that such filing would require disclosure of material information which the Company has a bona fide purpose for preserving as confidential; provided, further, however, that the Company shall be entitled to such postponement only once during any 12-month period and the exercise by the Company of its rights under this provision shall not relieve it of any obligation to pay Additional Interest under Section 2(e); and (y) the Company shall extend the period during which such Registration Statement shall be maintained effective pursuant to this Agreement by the number of days in the period from and including the date of the giving of such notice to and including the date when the Company shall have made available to the Holders or Participating Broker-Dealers, as the case may be, (x) copies of the supplemented or amended Prospectus necessary to resume such dispositions or (y) the Advice. 4. Indemnification and Contribution. (a) The Company shall indemnify and hold harmless each Initial Purchaser, each Holder, each Participating Broker-Dealer, each underwriter who participates in an offering of Registrable Securities, their respective affiliates, each Person, if any, who controls any of such parties within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act and each of their respective directors, officers, employees and agents, as follows: -24- (i) against any and all loss, liability, claim, damage and expense whatsoever, joint or several, as incurred, arising out of any untrue statement or alleged untrue statement of a material fact contained in any Registration Statement (or any amendment or supplement thereto), covering Registrable Securities or Exchange Securities, including all documents incorporated therein by reference, or the omission or alleged omission therefrom of a material fact required to be stated therein or necessary to make the statements therein not misleading or arising out of any untrue statement or alleged untrue statement of a material fact contained in any Prospectus (or any amendment or supplement thereto) or the omission or alleged omission therefrom of a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; (ii) against any and all loss, liability, claim, damage and expense whatsoever, joint or several, as incurred, to the extent of the aggregate amount paid in settlement of any litigation, or any investigation or proceeding by any court or governmental agency or body, commenced or threatened, or of any claim whatsoever based upon any such untrue statement or omission, or any such alleged untrue statement or omission, if such settlement is effected with the prior written consent of the Company; and (iii) against any and all expenses whatsoever, as incurred (including reasonable fees and disbursements of counsel chosen by the Initial Purchasers, such Holder, such Participating Broker-Dealer or any underwriter (except to the extent otherwise expressly provided in Section 4(c) hereof)), reasonably incurred in investigating, preparing or defending against any litigation, or any investigation or proceeding by any court or governmental agency or body, commenced or threatened, or any claim whatsoever based upon any such untrue statement or omission, or any such alleged untrue statement or omission, to the extent that any such expense is not paid under subparagraph (i) or (ii) of this Section 4(a); provided, however, that this indemnity does not apply to any loss, liability, claim, damage or expense to the extent arising out of an untrue statement or omission or alleged untrue statement or omission (i) made in reliance upon and in conformity with written information furnished in writing to the Company by such Initial Purchaser, such Holder, such Participating Broker-Dealer or any underwriter with respect to such Initial -25- Purchaser, Holder, Participating Broker-Dealer or underwriter, as the case may be, expressly for use in the Registration Statement (or any amendment or supplement thereto) or any Prospectus (or any amendment or supplement thereto) or (ii) contained in any preliminary prospectus if such Initial Purchaser, such Holder, such Participating Broker-Dealer or such underwriter failed to send or deliver a copy of the Prospectus (in the form it was first provided to such parties for confirmation of sales or as amended or supplemented pursuant to Section 3(i) prior to such confirmation of sales) to the Person asserting such losses, claims, damages or liabilities on or prior to the delivery of written confirmation of any sale of securities covered thereby to such Person in any case where such delivery is required by the Securities Act and a court of competent jurisdiction in a judgment not subject to appeal or final review shall have determined that such Prospectus would have corrected such untrue statement or omission. Any amounts advanced by the Company to an indemnified party pursuant to this Section 4 as a result of such losses shall be returned to the Company if it shall be finally determined by such a court in a judgment not subject to appeal or final review that such indemnified party was not entitled to indemnification by the Company. (b) Each Holder agrees, severally and not jointly, to indemnify and hold harmless the Company, each Initial Purchaser, each underwriter who participates in an offering of Registrable Securities and the other selling Holders and each of their respective directors, officers (including each officer of the Company who signed the Registration Statement), employees and agents and each Person, if any, who controls the Company, any Initial Purchaser, any underwriter or any other selling Holder within the meaning of Section 15 of the Act or Section 20 of the Exchange Act, against any and all loss, liability, claim, damage and expense whatsoever described in the indemnity contained in Section 4(a) hereof, as incurred, but only with respect to untrue statements or omissions, or alleged untrue statements or omissions, made in the Registration Statement (or any amendment thereto) or any Prospectus (or any amendment or supplement thereto) in reliance upon and in conformity with written information furnished to the Company by such selling Holder with respect to such Holder expressly for use in the Registration Statement (or any supplement thereto), or any such Prospectus (or any amendment thereto); provided, however, that, in the case of the Shelf Registration Statement, no such Holder shall be liable for any claims hereunder in excess of the amount of net proceeds received by such Holder from the sale or other disposition of Registrable Securities pursuant to the Shelf Registration Statement. -26- (c) Each indemnified party shall give notice as promptly as reasonably practicable to each indemnifying party of any action commenced against it in respect of which indemnity may be sought hereunder, but failure to so notify an indemnifying party shall not relieve such indemnifying party from any liability hereunder to the extent it is not materially prejudiced as a result thereof and in any event shall not relieve it from any liability which it may have otherwise than on account of this indemnity agreement. In the case of parties indemnified pursuant to Section 4(a) above, counsel to the indemnified parties shall be selected by Merrill Lynch, and, in the case of parties indemnified pursuant to Section 4(b) above, counsel to the indemnified parties shall be selected by the Company. An indemnifying party may participate at its own expense in the defense of any such action; provided, however, that counsel to the indemnifying party shall not (except with the consent of the indemnified party) also be counsel to the indemnified party. In no event shall the indemnifying parties be liable for fees and expenses of more than one counsel (in addition to any local counsel) separate from their own counsel for all indemnified parties in connection with any one action or separate but similar or related actions in the same jurisdiction arising out of the same general allegations or circumstances. No indemnifying party shall, without the prior written consent of the indemnified parties, settle or compromise or consent to the entry of any judgment with respect to any litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or any claim whatsoever in respect of which indemnification or contribution could be sought under this Section 4 (whether or not the indemnified parties are actual or potential parties thereto), unless such settlement, compromise or consent (i) includes an unconditional release of each indemnified party from all liability arising out of such litigation, investigation, proceeding or claim and (ii) does not include a statement as to or an admission of fault, culpability or a failure to act by or on behalf of any indemnified party. (d) If at any time an indemnified party shall have requested an indemnifying party to reimburse the indemnified party for reasonable fees and expenses of counsel to which such indemnified party is entitled pursuant to Section 4(a) or (b), such indemnifying party agrees that it shall be liable for any settlement of the nature contemplated by Section 4(a)(ii) effected without its written consent if (i) such settlement is entered into more than 30 days after receipt by such indemnifying party of the aforesaid request, (ii) such indemnifying party shall have received notice of the terms of such -27- settlement at least 30 days prior to such settlement being entered into and (iii) such indemnifying party shall not have reimbursed such indemnified party in accordance with such request prior to the date of such settlement. (e) In order to provide for just and equitable contribution in circumstances under which any of the indemnity provisions set forth in this Section 4 is for any reason held to be unavailable to the indemnified parties although applicable in accordance with its terms, the Company and the Holders shall contribute to the aggregate losses, liabilities, claims, damages and expenses of the nature contemplated by such indemnity agreement incurred by the Company, the Initial Purchasers, the Holders and the Participating Broker-Dealers; provided, however, that no Person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution from any Person that was not guilty of such fraudulent misrepresentation. As between the Company and the Holders, such parties shall contribute to such aggregate losses, liabilities, claims, damages and expenses of the nature contemplated by such indemnity agreement in such proportion as shall be appropriate to reflect the relative fault of the Company on the one hand and of the Holder of Registrable Securities, the Participating Broker-Dealer or Initial Purchaser, as the case may be, on the other hand in connection with the statements or omissions which resulted in such losses, liabilities, claims, damages or expenses, as well as any other relevant equitable considerations. The relative fault of the Company on the one hand and the Holder of Registrable Securities, the Participating Broker-Dealer or the Initial Purchasers, as the case may be, on the other hand shall be determined by reference to, among other things, whether the untrue or alleged untrue statement of a material fact or the omission or alleged omission to state a material fact relates to information supplied by the Company, or by the Holder of Registrable Securities, the Participating Broker-Dealer or the Initial Purchasers, as the case may be, and the parties' relative intent, knowledge, access to information and opportunity to correct or prevent such statement or omission. The Company and the Holders of the Registrable Securities and the Initial Purchasers agree that it would not be just and equitable if contribution pursuant to this Section 4 were determined by pro rata allocation or by any other method of allocation which does not take account of the equitable considerations referred to above in this Section 4. -28- For purposes of this Section 4, each affiliate of any Initial Purchaser or Holder, and each director, officer, employee, agent and Person, if any, who controls a Holder of Registrable Securities, a Initial Purchaser or a Participating Broker-Dealer within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act shall have the same rights to contribution as such other Person, and each director of the Company, each officer of the Company who signed the Registration Statement, and each Person, if any, who controls the Company within the meaning of Section 15 of the Securities act or Section 20 of the Exchange Act shall have the same rights to contribution as the Company. 5. Participation in Underwritten Registrations. No Holder may participate in any underwritten registration hereunder unless such Holder (a) agrees to sell such Holder's Registrable Securities on the basis provided in any underwriting arrangements approved by the Persons entitled hereunder to approve such arrangements and (b) completes and executes all reasonable questionnaires, powers of attorney, indemnities, underwriting agreements and other documents reasonably required under the terms of such underwriting arrangements. The Company shall be under no obligation to compensate any Holder for lost income, interest or other opportunity foregone, or other liability incurred, as a result of the Company's decision to exclude such Holder from any underwritten registration if such Holder has not complied with the provisions of this Section 5 in all material respects following 5 business days' written notice of non-compliance and the Company's decision to exclude such Holder. 6. Selection of Underwriters. The Holders of Registrable Securities covered by the Shelf Registration Statement who desire to do so may sell the securities covered by such Shelf Registration in an underwritten offering. In any such underwritten offering, the underwriter or underwriters and manager or managers that will administer the offering will be selected by the Holders of a majority in aggregate principal amount of the Registrable Securities included in such offering; provided, however, that such underwriters and managers must be reasonably satisfactory to the Company. 7. Miscellaneous. (a) Rule 144 and Rule 144A. For so long as the Company is subject to the reporting requirements of Section 13 or 15 of the Exchange Act and any Registrable Securities remain outstanding, the Company covenants that it will file the -29- reports required to be filed by them under the Securities Act and Section 13(a) or 15(d) of the Exchange Act and the rules and regulations adopted by the SEC thereunder, that if it ceases to be so required to file such reports, it will upon the request of any Holder of Registrable Securities (a) make publicly available such information as is necessary to permit sales pursuant to Rule 144 under the Securities Act, (b) deliver such information to a prospective purchaser as is necessary to permit sales pursuant to Rule 144A under the Securities Act and will take such further action as any Holder of Registrable Securities may reasonably request, and (c) take such further action that is reasonable in the circumstances, in each case, to the extent required from time to time to enable such Holder to sell its Registrable Securities without registration under the Securities Act within the limitation of the exemptions provided by (i) Rule 144 under the Securities Act, as such rule may be amended from time to time, (ii) Rule 144A under the Securities Act, as such rule may be amended from time to time, or (iii) any similar rules or regulations hereafter adopted by the SEC. Upon the reasonable request of any Holder of Registrable Securities, the Company will deliver to such Holder a written statement as to whether it has complied with such requirements. (b) No Inconsistent Agreements. The Company has not entered into nor will the Company on or after the date of this Agreement enter into any agreement which is inconsistent with the rights granted to the Holders of Registrable Securities in this Agreement or otherwise conflicts with the provisions hereof. The rights granted to the Holders hereunder do not in any way conflict with and are not inconsistent with the rights granted to the holders of the Company's other issued and outstanding securities under any such agreements. (c) Guarantors. So long as any Registrable Securities remain outstanding, the Company shall cause each of its subsidiaries that becomes a guarantor of the Securities under the Indenture to execute and deliver a counterpart to this Agreement which subjects such subsidiary to the provisions of this agreements as a guarantor (all such subsidiaries, the "Guarantors"). Each of the Guarantors agrees to join the Company in all of its undertakings hereunder to effect the Exchange Offer for the Exchange Securities (which will be guaranteed by each of the Guarantors with terms identical to such Guarantors' guaranty of the Securities) and the filing of any Shelf Registration Statement required hereunder (including, without limitation, the undertakings in Sections 3 and 4 hereof). -30- (d) Amendments and Waivers. Except as permitted in paragraph (c) above, the provisions of this Agreement, including provisions of this sentence, may not be amended, modified or supplemented, and waivers or consents to departures from the provisions hereof may not be given, otherwise than with the prior written consent of the Company and the Majority Holders; provided, however, that no amendment, modification, or supplement or waiver or consent to the departure with respect to the provisions of Section 4 hereof shall be effective as against any Holder of Registrable Securities unless consented to in writing by such Holder of Registrable Securities. (e) Notices. All notices and other communications provided for or permitted hereunder shall be made in writing by hand-delivery, registered first-class mail, telex, telecopier, or any courier guaranteeing overnight delivery (i) if to a Holder, at the most current address given by such Holder to the Company by means of a notice given in accordance with the provisions of this Section 7(e), which address initially is, with respect to the Initial Purchasers, the address set forth in the Purchase Agreement; and (ii) if to the Company, initially at the Company's address set forth in the Purchase Agreement and thereafter at such other address, notice of which is given in accordance with the provisions of this Section 7(e). All such notices and communications shall be deemed to have been duly given: at the time delivered by hand, if personally delivered; five Business Days after being deposited in the mail, postage prepaid, if mailed; when answered back, if telexed; when receipt is acknowledged, if telecopied; and on the next Business Day, if timely delivered to an air courier guaranteeing overnight delivery. Copies of all such notices, demands, or other communications shall be concurrently delivered by the Person giving the same to the Trustee, at the address specified in the Indenture. (f) Successors and Assigns. This Agreement shall inure to the benefit of and be binding upon the successors, assigns and transferees of the Initial Purchasers, including, without limitation and without the need for an express assignment, subsequent Holders; provided, however, that nothing herein shall be deemed to permit any assignment, transfer or other disposition of Registrable Securities in violation of the terms of the Purchase Agreement or the Indenture. If any transferee of any Holder shall acquire Registrable Securities, in any manner, whether by operation of law or otherwise, such -31- Registrable Securities shall be held subject to all of the terms of this Agreement, and by taking and holding such Registrable Securities, such Person shall be conclusively deemed to have agreed to be bound by and to perform all of the terms and provisions of this Agreement and such Person shall be entitled to receive the benefits hereof. (g) Third Party Beneficiary. Each of the Initial Purchasers shall be a third party beneficiary of the agreements made hereunder between the Company, on the one hand, and the Holders, on the other hand, and shall have the right to enforce such agreements directly to the extent it deems such enforcement necessary or advisable to protect its rights or the rights of Holders hereunder. (h) Counterparts. This Agreement may be executed in any number of counterparts and by the parties hereto in separate counterparts, each of which when so executed shall be deemed to be an original and all of which taken together shall constitute one and the same agreement. (i) Headings. The headings in this Agreement are for convenience of reference only and shall not limit or otherwise affect the meaning hereof. (j) GOVERNING LAW. THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, WITHOUT GIVING EFFECT TO ANY PROVISIONS RELATING TO CONFLICTS OF LAWS. Specified times of day refer to New York City time. (k) Severability. In the event that any one or more of the provisions contained herein, or the application thereof in any circumstance, is held invalid, illegal or unenforceable, the validity, legality and enforceability of any such provision in every other respect and of the remaining provisions contained herein shall not be affected or impaired thereby. (l) Securities Held by the Company or any of its Affiliates. Whenever the consent or approval of Holders of a specified percentage of Registrable Securities is required hereunder, Registrable Securities held by the Company or any of their affiliates (as such term is defined in Rule 405 under the Securities Act) shall not be counted in determining whether such consent or approval was given by the Holders of such required percentage. [Signature Pages Follow] -32- IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first written above. CHEMICAL LEAMAN CORPORATION By: /s/ David M. Boucher ------------------------------- Name: Title: Confirmed and accepted as of the date first above written: MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED By: /s/ Lisa Craig --------------------------------- Name: Lisa Craig Title: Vice President SCHRODER WERTHEIM & CO. INCORPORATED By: /s/ Eric H. Schless --------------------------------- Name: Eric H. Schless Title: Managing Director S-1 Exhibit A Form of Opinion of Counsel 1. Each of the Exchange Offer Registration Statement and the Prospectus (other than the financial statements, notes or schedules thereto and other financial and statistical information and supplemental schedules included or referred to therein or omitted therefrom and the Form T-1, as to which such counsel need express no opinion), complies as to form in all material respects with the applicable requirements of the Securities Act and the applicable rules and regulations promulgated under the Securities Act. 2. In the course of such counsel's review and discussion of the contents of the Exchange Offer Registration Statement and the Prospectus with certain officers and other representatives of the Company and representatives of the independent certified public accountants of the Company, but without independent check or verification or responsibility for the accuracy, completeness or fairness of the statements contained therein, on the basis of the foregoing (relying as to materiality to a large extent upon representations and opinions of officers and other representatives of the Company), no facts have come to such counsel's attention which cause such counsel to believe that the Exchange Offer Registration Statement (other than the financial statements, notes and schedules thereto and other financial and statistical information contained or referred to therein and the Form T-1, as to which such counsel need express no belief), at the time the Exchange Offer Registration Statement became effective and at the time of the consummation of the Exchange Offer, contained an untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements contained therein not misleading, or that the Prospectus (other than the financial statements, notes and schedules thereto and other financial and statistical information contained or referred to therein, as to which such counsel need express no belief) contains any untrue statement of a material fact or omits to state a material fact necessary to make the statements contained therein, in the light of the circumstances under which they were made, not misleading. EX-10.2 9 CREDIT AGREEMENT [GRAPHIC OMITTED] CREDIT AGREEMENT $20,000,000 between CHEMICAL LEAMAN CORPORATION and CORESTATES BANK, N.A. dated June 16, 1997 Table of Contents 1. Certain Definitions......................................................1 1.1. Definitions...................................................1 1.2. Accounting Terms..............................................9 2. The Credit..............................................................10 2.1. Credit Facilities. (a) The Loans.................................................10 (b) Letters of Credit 2.2. The Note.....................................................11 2.3. Funding Procedures...........................................11 (a) Requests for Advance......................................11 (b) Irrevocability............................................12 (c) Availability of Funds.....................................12 (d) Funding of Net Amount.....................................12 2.4. Interest.....................................................12 (a) Base Rate.................................................12 (b) LIBO Rate.................................................12 (c) Renewals and Conversions of Loans.........................12 (d) Automatic Reinstatement...................................13 2.5. Fees. (a) Administrative Fee........................................13 (b) Unused Commitment Fee.....................................13 2.6. Reduction or Termination of Commitment.......................13 (a) Voluntary.................................................13 (b) Loan Commitment Termination...............................13 2.7. Voluntary Prepayments........................................13 (a) Base Rate Loans...........................................13 (b) LIBO Rate Loans...........................................13 2.8. Payments.....................................................14 (a) Base Rate Loans...........................................14 (b) LIBO Rate Loans...........................................14 (c) Form of Payments, Application of Payments, Payment Administration, Etc...............................14 (d) Net Payments..............................................14 (e) Prepayment of LIBO Rate Loans.............................15 (f) Demand Deposit Account....................................15 2.9. Changes in Circumstances; Yield Protection...................15 2.10. Illegality...................................................17 2.11. Repayment of Notes under Indenture...........................17 3. Representations and Warranties..........................................17 3.1. Organization, Standing.......................................17 3.2. Corporate Authority, Validity, Etc...........................17 3.3. Litigation...................................................18 - i - 3.4. ERISA........................................................18 3.5. Financial Statements.........................................18 3.6. Not in Default, Judgments, Etc...............................19 3.7. Taxes........................................................19 3.8. Permits, Licenses, Etc.......................................19 3.9. No Materially Adverse Contracts, Etc.........................19 3.10. Compliance with Laws, Etc....................................19 (a) Compliance Generally......................................19 (b) Hazardous Wastes, Substances and Petroleum Products.......19 3.11. Solvency.....................................................20 3.12. Subsidiaries, Etc............................................20 3.13. Title to Properties, Leases..................................20 3.14. Public Utility Holding Company; Investment Company...........20 3.15. Margin Stock.................................................20 3.16. Use of Proceeds..............................................20 3.17. Disclosure Generally.........................................20 4. Conditions Precedent....................................................21 4.1. All Loans....................................................21 (a) Documents.................................................21 (b) Compliance Certificate....................................21 (c) Borrowing Base Certificate................................21 (d) Covenants; Representations................................21 (e) Defaults..................................................21 (f) Material Adverse Change...................................21 (g) Administrative Fee........................................21 4.2. Conditions to First Loan.....................................21 (a) Articles, Bylaws..........................................21 (b) Evidence of Authorization.................................21 (c) Legal Opinions............................................21 (d) Incumbency................................................22 (e) Note......................................................22 (f) Security Agreement........................................22 (g) Documents.................................................22 (h) Consents..................................................22 (i) Other Agreements..........................................22 (j) Repayment of Loans under CLTL Credit Agreement............22 (k) Repayment of Other Debt...................................22 (l) Collateralization of Letters of Credit....................22 (m) Sale of Senior Notes......................................22 (n) Fees, Expenses............................................22 - ii - 5. Affirmative Covenants...................................................23 5.1. Financial Statements and Reports.............................23 (a) Annual Statements.........................................23 (b) Quarterly Statements......................................23 (c) Compliance Certificate....................................24 (d) ERISA.....................................................24 (e) Material Changes..........................................24 (f) Other Information.........................................24 (g) Borrowing Base Certificate................................24 5.2. Corporate Existence..........................................24 5.3. ERISA........................................................24 5.4. Compliance with Regulations..................................24 5.5. Conduct of Business; Permits and Approvals, Compliance with Laws.........................................24 5.6. Maintenance of Insurance.....................................25 5.7. Payment of Debt; Payment of Taxes, Etc.......................25 5.8. Notice of Events.............................................25 5.9. Inspection Rights............................................26 5.10. Generally Accepted Accounting Principles.....................26 5.11. Compliance with Material Contracts...........................26 5.12. Use of Proceeds..............................................26 5.13. Further Assurances...........................................26 5.14. Restrictive Covenants in Other Agreements....................26 5.15. Equipment....................................................27 6. Negative Covenants......................................................27 6.1. Consolidation and Merger.....................................27 6.2. Liens........................................................27 6.3. Guarantees...................................................27 6.4. Margin Stock.................................................27 6.5. Acquisitions and Investments.................................27 6.6. Transfer of Assets; Nature of Business.......................27 6.7. Restricted Payments..........................................28 6.8. Accounting Change............................................28 6.9. Transactions with Affiliates.................................28 6.10. Restriction on Amendment of This Agreement...................28 6.11. Indebtedness.................................................28 7. Financial Covenants.....................................................29 7.1. Minimum Tangible Net Worth...................................29 7.2. Fixed Charge Coverage........................................29 7.3. Borrowing Base...............................................29 8. Default.................................................................29 8.1. Events of Default............................................29 (a) Payments..................................................29 (b) Covenants.................................................29 - iii - (c) Representations, Warranties...............................29 (d) Bankruptcy................................................30 (e) Senior Notes..............................................30 (f) Certain Other Defaults....................................30 (g) Judgments.................................................30 (h) Attachments...............................................30 (i) ERISA.....................................................30 (j) Change in Control.........................................31 (k) Security Interests........................................31 (l) Material Adverse Change...................................31 9. Collateral..............................................................31 9.1. Collateral...................................................31 10. Miscellaneous..........................................................32 10.1. Waiver.......................................................32 10.2. Amendments...................................................32 10.3. Governing Law................................................32 10.4. Participations and Assignments...............................32 10.5. Captions.....................................................32 10.6. Notices......................................................32 10.7. Expenses; Indemnification....................................33 10.8. Survival of Warranties and Certain Agreements................33 10.9. Severability.................................................33 10.10. No Fiduciary Relationship....................................33 10.11. CONSENT TO JURISDICTION AND SERVICE OF PROCESS...............33 10.12. WAIVER OF JURY TRIAL.........................................33 10.13. Counterparts; Effectiveness..................................34 10.14. Use of Defined Terms.........................................34 10.15. Offsets......................................................34 10.16. Entire Agreement.............................................34 10.18. Consolidated Basis...........................................34 - ------------------- EXHIBIT A NOTE SCHEDULE 1 DISCLOSURE ITEMS - iv - Credit Agreement This Credit Agreement, dated June 16, 1997 (this "Agreement"), is entered into by and between CHEMICAL LEAMAN CORPORATION, a Pennsylvania corporation ("CLC") and CORESTATES BANK, N.A., a national banking association ("CoreStates", "CoreStates Bank" or the "Bank"). Preliminary Statement WHEREAS, CLC proposes to issue $100,000,000 of 10 3/8% Senior Notes due 2005 (the "Senior Notes"), pursuant to the terms of an Indenture, dated on or about June 16, 1997, by and between CLC and First Union National Bank, as Trustee thereunder (the "Indenture"). WHEREAS, as a condition to the purchase of the Notes under the Indenture, CLC is required to have a $20,000,000 revolving credit facility in effect. WHEREAS, CLC has requested and CoreStates has agreed to establish such credit facility, under the terms and conditions hereinafter set forth. WHEREAS, CLC owns all of the issued and outstanding capital stock of Chemical Leaman Tank Lines, Inc., a Delaware corporation ("CLTL"). WHEREAS, CLTL currently is party to a Credit Agreement, dated July 31, 1995, as amended (the "CLTL Credit Agreement"), with the Bank pursuant to which CLTL may borrow up to $12,500,000. WHEREAS, CLC will cause CLTL to repay all obligations under the CLTL Credit Agreement, deposit cash collateral with the Bank in the amount of letters of credit outstanding pursuant to ss.1.1(b) of the CLTL Credit Agreement and the CLTL Credit Agreement shall be terminated as of June 16, 1997. NOW, THEREFORE, in consideration of the premises and promises hereinafter set forth and intending to be legally bound hereby, the parties hereto agree as follows: 1. Certain Definitions 1.1. Definitions. "Additional Amount" shall have the meaning set forth in ss.2.8.(e). "Adjusted Appraised Value" shall mean the aggregate of the Appraised Values of each item of Revenue Equipment listed on Schedule A to the Security Agreement as such schedule shall exist at the time of the determination multiplied by a percentage which shall be (i) 100% for the first calendar quarter (or portion thereof) that the item of Revenue Equipment is included in the Collateral and (ii) for each calendar quarter thereafter, a percentage which is 100% minus 2% times the number of calendar quarters the item of Revenue Equipment has been included in the Collateral. For example, an item of Revenue Equipment added to Collateral on June 16, 1997 Credit Agreement, June 16, 1997 - 1 - Chemical Leaman Corporation would be included at 100% until June 30, 1997, and the percentage would change to 98% on July 1, 1997, 96% on October 1, 1997, 94% on January 1, 1998, and so on. "Administrative Fee" shall have the meaning set forth in ss.2.5.(a) "Affiliate" shall mean any Person: (1) which directly or indirectly controls, or is controlled by, or is under common control with CLC; (2) which directly or indirectly beneficially owns or holds ten percent (10%) or more of any class of voting stock of CLC; or (3) ten percent (10%) or more of whose voting stock of which is directly or indirectly beneficially owned or held by CLC. The term "control" means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of a Person, whether through the ownership of voting securities, by contract, or otherwise. "Agreement" shall mean this Credit Agreement, as amended, supplemented, modified, replaced, substituted for or restated from time to time and all exhibits and schedules attached hereto. "Appraised Value" shall mean that value determined annually on or about July 1 of each year by an independent appraiser of recognized standing who shall be selected by CLC with the consent of the Bank (which consent shall not be unreasonably withheld) as the aggregate of the fair market values of each item of Revenue Equipment listed on Schedule A to the Security Agreement as such schedule shall exist at the time of the annual appraisal. Appraised value shall be adjusted at the time any item of Revenue Equipment is withdrawn or added to Schedule A to the Security Agreement during the course of each year with the fair market value of deletions and additions to be the value of each item of Revenue Equipment as such is listed on the most recent annual appraisal. In the event an item of Revenue Equipment to be added to Schedule A to the Security Agreement is not listed on the most recent annual appraisal, the fair market value of such addition shall be determined in good faith by CLC at the time of the addition on a basis consistent with that employed by the appraiser in connection with the most recent annual appraisal, provided, however, if the Bank shall object to the value placed on any such addition the proposed addition shall have no value for this purpose until (1) a valuation is agreed upon by the Bank and CLC, or (2) a valuation is completed for such item at the time of the next annual appraisal. "Base Rate" shall mean, for any day, the higher of the Federal Funds Rate plus 1/2 of 1% or the prime commercial lending rate of CoreStates Bank, N.A., as announced from time to time at its head office, calculated on the basis of 30 day months and a year of 360 days. "Borrowing Base" shall mean an amount equal to 80% of the aggregate Adjusted Appraised Value of all Revenue Equipment. "Borrowing Base Certificate" shall mean a certificate setting forth detailed information with respect to the Borrowing Base which shall be in the form and substance requested by the Bank, as such may be modified from time to time, and shall be signed by the chief financial officer, treasurer or controller of CLC. "Business Day" shall mean any day other than a Saturday, Sunday, or other day on which commercial banks in Philadelphia are authorized or required to close under the laws of the Commonwealth of Pennsylvania. Credit Agreement, June 16, 1997 - 2 - Chemical Leaman Corporation "Capitalized Lease" shall mean all lease obligations of any Person for any property (whether real, personal or mixed) which have been or should be capitalized on the books of the lessee in accordance with General Accepted Accounting Principles. "Capitalized Lease Obligations" with respect to any Person, shall mean the aggregate amount which, in accordance with GAAP, is required to be reported as a liability on the balance sheet of such Person at such time in respect of such Person's interest as lessee under a Capital Lease. "Cash Flow Available for Fixed Charges" shall mean with respect to CLC, for any period, without duplication, the amounts for such period, taken as a single accounting period, of (i) net income, (ii) non-cash charges, (iii) interest expense, and (iv) to the extent reducing net income, income tax expenses, as such items are shown in the consolidated financial statements of CLC. "CLTL" shall have the meaning set forth in the Preliminary Statement. "CLTL Credit Agreement" shall have the meaning set forth in the Preliminary Statement. "CLTL Letter of Credit" shall have the meaning set forth in ss.2.1(b). "Code" shall mean the Internal Revenue Code of 1986, as amended from time to time, and all rules and regulations with respect thereto in effect from time to time. "Collateral" shall have the meaning set forth in ss.9.1. "Compliance Certificate" shall have the meaning set forth in ss.4.1(b). "Credit Termination Date" shall have the meaning set forth in ss.2.2. "Debt" shall mean, as of any date of determination with respect to CLC, without duplication, (i) all items which in accordance with Generally Accepted Accounting Principles would be included in determining total liabilities as shown on the liability side of a balance sheet of CLC as of the date on which Debt is to be determined, (ii) all indebtedness of others with respect to which CLC has become liable by way of a guarantee or endorsement (other than for collection or deposit in the ordinary course of business), (iii) all contingent liabilities of CLC, and (iv) lease obligations that, in conformity with GAAP, have been capitalized on CLC's balance sheet. "Default Rate" on any Loan shall mean the higher of 2% per annum above the Base Rate or 2% per annum above the rate of interest otherwise in effect for such Loan. "Dollars" shall mean the lawful currency of the United States of America. "Environmental Control Statutes" shall mean each and every applicable federal, state, county or municipal environmental statute, ordinance, rule, regulation, order, directive or requirement, together with all successor statutes, ordinances, rules, regulations, orders, directives or requirements, of any Governmental Authority, including without limitation laws in any way related to Hazardous Substances. Credit Agreement, June 16, 1997 - 3 - Chemical Leaman Corporation "ERISA" shall mean the Employee Retirement Income Security Act of 1974, as it may be amended from time to time. "ERISA Affiliate" shall mean any corporation which is a member of the same controlled group of corporations as CLC within the meaning of ss.414(b) of the Code, or any trade or business which is under common control with CLC within the meaning of ss.414(c) of the Code. "Event of Default" shall have the meaning set forth in ss.8.1. "Federal Funds Rate" shall mean, for any day, the rate per annum (rounded upwards, if necessary, to the nearest 1/100 of 1%) equal to the weighted average of the rates on overnight Federal funds transactions with members of the Federal Reserve System arranged by Federal funds brokers on such day, as published by the Federal Reserve Bank of New York on the Business Day next succeeding such day, provided that if the day for which such rate is to be determined is not a Business Day, the Federal Funds Rate for such day shall be such rate on such transactions on the next preceding Business Day as so published on the next succeeding Business Day. "Fiscal Quarter" shall mean a fiscal quarter of CLC, which shall be any quarterly period ending on March 31, June 30, September 30 or December 31 of any year. "Fiscal Year" shall mean a fiscal year of CLC, which shall end on the last day of December. "Fixed Charges" shall mean with respect to CLC, for any period, without duplication, the amounts for such period of (i) interest expense, (ii) the aggregate amount of cash dividends paid during such accounting period in respect of preferred stock, (iii) 25% of the aggregate outstanding balance of the Loans and Letters of Credit, and (iv) all other debt obligations due within the next 365 days. Fixed Charges shall be determined for CLC and its Subsidiaries on a consolidated basis. "Generally Accepted Accounting Principles" or "GAAP" shall mean generally accepted accounting principles as in effect from time to time in the United States, consistently applied. "Governmental Authority" shall mean the federal, state, county or municipal government, or any department, agency, bureau or other similar type body obtaining authority therefrom or created pursuant to any laws, including without limitation Environmental Control Statutes. "Hazardous Substances" shall mean without limitation, any regulated substance, toxic substance, hazardous substance, hazardous waste, pollution, pollutant or contaminant, as defined or referred to in the Resource Conservation and Recovery Act, as amended, 15 U.S.C., ss.2601 et seq.; the Comprehensive Environmental Response, Compensation and Liability Act, 33 U.S.C. ss.1251 et seq.; the federal underground storage tank law, Subtitle I of the Resource Conservation and Recovery Act, as amended, P.L. 98-616, 42 U.S.C. ss.6901 et seq.; together with any amendments thereto, regulations promulgated thereunder and all substitutions thereof, as well as words of similar purport or meaning referred to in any other federal, state, county or municipal environmental statute, ordinance, rule or regulation. "Indebtedness for Borrowed Money" shall mean (i) all indebtedness, liabilities, and obligations, now existing or hereafter arising, for money borrowed by CLC or any Subsidiary, whether or not Credit Agreement, June 16, 1997 - 4 - Chemical Leaman Corporation evidenced by any note, indenture, or agreement (including, without limitation, the Note and any indebtedness for money borrowed from an Affiliate) and (ii) all indebtedness of others for money borrowed (including indebtedness of an Affiliate) with respect to which CLC or any Subsidiary has become liable by way of a guarantee or indemnity. "Indenture" shall have the meaning set forth in the Preliminary Statement. "Interest Period" shall mean with respect to any LIBO Rate Loan, each period commencing on the date any such Loan is made, or, with respect to a Loan being renewed, the last day of the next preceding Interest Period with respect to a Loan, and ending on the numerically corresponding day (or, if there is no numerically corresponding day, on the last day of the calendar month) in the first, third or sixth calendar month thereafter as selected under the procedures specified in ss.2.3, if the Bank is then offering LIBO Rate Loans for such period; provided that each LIBO Rate Loan Interest Period which would otherwise end on a day which is not a Business Day (or, for purposes of Loans to be repaid on a London Business Day, such day is not a London Business Day) shall end on the next succeeding Business Day (or London Business Day, as appropriate) unless such next succeeding Business Day (or London Business Day, as appropriate) falls in the next succeeding calendar month, in which case the Interest Period shall end on the next preceding Business Day (or London Business Day, as appropriate). In the case of any Interest Period in excess of three months, CLC shall pay interest on the ninetieth (90th) day of the Interest Period and on the last day of the Interest Period. "Investment" in any Person shall mean (a) the acquisition (whether for cash, property, services or securities or otherwise) of capital stock, bonds, notes, debentures, partnership or other ownership interests or other securities of such Person; (b) any deposit with, or advance, loan or other extension of credit to, such Person (other than any such deposit, advance, loan or extension of credit having a term not exceeding 90 days in the case of unaffiliated Persons and 120 days in the case of Affiliates representing the purchase price of inventory or supplies purchased in the ordinary course of business) or guarantee or assumption of, or other contingent obligation with respect to, Indebtedness for Borrowed Money or other liability of such Person; and (c) (without duplication of the amounts included in (a) and (b)) any amount that may, pursuant to the terms of such investment, be required to be paid, deposited, advanced, lent or extended to or guaranteed or assumed on behalf of such Person. "Letters of Credit" shall have the meaning set forth in ss.2.1(b). "LIBO Rate" shall mean, for the applicable Interest Period, (i) the rate, rounded upwards to the next one-sixteenth of one percent, determined by the Bank three London Business Days prior to the date of the corresponding LIBO Rate Loan, at which the Bank is offered deposits in dollars at approximately 11:00 A.M., London time by leading banks in the interbank eurodollar or eurocurrency market for delivery on the date of such Loan in an amount and for a period comparable to the amount and Interest Period of such Loan and in like funds, divided by (ii) a number equal to one (1.0) minus the LIBO Rate Reserve Percentage. The LIBO Rate shall be adjusted automatically with respect to any LIBO Rate Loan outstanding on the effective date of any change in the LIBO Rate Reserve Percentage, as of such effective date. LIBO Rate shall be calculated on the basis of the number of days elapsed in a year of 360 days. Credit Agreement, June 16, 1997 - 5 - Chemical Leaman Corporation "LIBO Rate Loans" shall mean Loans accruing interest based on the LIBO Rate. "LIBO Rate Reserve Percentage" shall mean, for any LIBO Rate Loan for any Interest Period therefor, the daily average of the stated maximum rate (expressed as a decimal) at which reserves (including any marginal, supplemental, or emergency reserves) are required to be maintained during such Interest Period under Regulation D by the Bank against "Eurocurrency liabilities" (as such term is used in Regulation D) but without benefit of credit proration, exemptions, or offsets that might otherwise be available to the Bank from time to time under Regulation D. Without limiting the effect of the foregoing, the LIBO Rate Reserve Percentage shall reflect any other reserves required to be maintained by the Bank against (1) any category of liabilities which includes deposits by reference to which the rate for LIBO Rate Loans is to be determined; or (2) any category of extension of credit or other assets which include LIBO Rate Loans. "Lien" shall mean any lien, mortgage, security interest, chattel mortgage, pledge or other encumbrance (statutory or otherwise) of any kind securing satisfaction of an Obligation, including any agreement to give any of the foregoing, any conditional sales or other title retention agreement, any lease in the nature thereof, and the filing of or the agreement to give any financing statement under the Uniform Commercial Code of any jurisdiction or similar evidence of any encumbrance, whether within or outside the United States. "Loan" or "Loans" shall mean the meanings set forth in ss.2.1. "Loan Commitment" shall have the meaning set forth in ss.2.1. "Loan Documents" shall mean this Agreement, the Note, the Security Agreement and all other documents directly related or incidental to said documents, the Loans or the Collateral. "London Business Day" shall mean any Business Day on which banks in London, England are open for business. "Material Adverse Change" shall mean any event or condition which, in the good faith determination of the Bank, could result in a material adverse change in the financial condition, assets, operations or prospects of CLC or any Subsidiary, or which gives reasonable grounds to conclude that CLC may not or will not be able to perform or observe (in the normal course) its obligations under the Loan Documents to which it is a party, including but not limited to the Note. "Material Adverse Effect" shall mean any event or condition which, in the good faith determination of the Bank, could have a material adverse effect on (i) the financial condition, assets, operations or prospects of CLC or any Subsidiary, (ii) the ability of CLC to perform its obligations under the Loan Documents to which it is a party, including but not limited to the Note, or (iii) the legality, validity or enforceability of this Agreement or the Note or the rights and remedies of the holder(s) of the Loans. "Multiemployer Plan" shall mean a multiemployer plan as defined in ERISA ss.4001(a)(3), which covers employees of CLC or any ERISA Affiliate. "Note" shall have the meaning set forth in ss.2.2. Credit Agreement, June 16, 1997 - 6 - Chemical Leaman Corporation "Obligations" shall mean all now existing or hereafter arising debts, obligations, covenants, and duties of payment or performance of every kind, matured or unmatured, direct or contingent, owing, arising, due, or payable to the Bank by or from CLC arising out of this Agreement or any other Loan Document, including, without limitation, all obligations to repay principal of and interest on the Loans, and to pay interest, fees, costs, charges, expenses, professional fees, and all sums chargeable to CLC or for which CLC is liable as indemnitor under the Loan Documents, whether or not evidenced by any note or other instrument. "PBGC" shall mean the Pension Benefit Guaranty Corporation and any successor thereto. "Pension Plan" shall mean, at any time, any Plan (including a Multiemployer Plan), the funding requirements of which (under ERISA ss.302 or Code ss.412) are, or at any time within the six years immediately preceding the time in question, were in whole or in part, the responsibility of CLC or any ERISA Affiliate. "Permitted Liens" shall mean (a) any Liens for current taxes, assessments and other governmental charges not yet due and payable or being contested in good faith by CLC by appropriate proceedings and for which adequate reserves have been established by CLC as reflected in CLC's financial statements; (b) any mechanic's, materialman's, carrier's, warehousemen's or similar Liens for sums not yet due or being contested in good faith by CLC by appropriate proceedings and for which adequate reserves have been established by CLC as reflected in CLC's financial statements; (c) easements, rights-of-way, restrictions and other similar encumbrances on the real property or fixtures of CLC incurred in the ordinary course of business which individually or in the aggregate are not substantial in amount and which do not in any case materially detract from the value or marketability of the property subject thereto or interfere with the ordinary conduct of the business of CLC; (d) Liens (other than Liens imposed on any property of CLC pursuant to ERISA or ss.412 of the Code) incurred or deposits made in the ordinary course of business, including Liens in connection with workers' compensation, unemployment insurance and other types of social security and Liens to secure performance of tenders, statutory obligations, surety and appeal bonds (in the case of appeal bonds such Liens shall not secure any reimbursement or indemnity obligation in an amount greater than $250,000), bids, leases that are not Capitalized Leases, performance bonds (in the case of performance bonds such Liens shall not secure any reimbursement or indemnity obligation in an amount greater than $10,000,000 in the aggregate), sales contracts and other similar obligations, in each case, not incurred in connection with the obtaining of credit or the payment of a deferred purchase price, and which do not, in the aggregate, result in a Material Adverse Effect; (e) Liens, if any, existing on the date hereof and listed in Schedule 1 hereto; (f) Liens on specific assets, if any, whether existing on the date hereof or hereafter created, with respect to Indebtedness for Borrowed Money of a type similar to that contemplated herein provided that no such Lien shall be a Lien on any of the Collateral; (g) Liens related to any capital lease obligations and/or purchase money security interests limited to assets so purchased, the aggregate unpaid balance of which shall not exceed $10,000,000 at any time. "Person" shall mean any individual, corporation, partnership, joint venture, association, company, business trust or entity, or other entity of whatever nature. "Plan" shall mean an employee benefit plan as defined in ss.3(3) of ERISA, other than a Multiemployer Plan, whether formal or informal and whether legally binding or not. Credit Agreement, June 16, 1997 - 7 - Chemical Leaman Corporation "Potential Default" shall mean an event, condition or circumstance that with the giving of notice or lapse of time or both would become an Event of Default. "Prohibited Transaction" shall mean a transaction that is prohibited under Code ss.4975 or ERISA ss.406 and not exempt under Code ss.4975 or ERISA ss.408. "Regulation" shall mean any statute, law, ordinance, regulation, order or rule of any United States or foreign, federal, state, local or other government or governmental body, including, without limitation, those covering or related to banking, financial transactions, securities, public utilities, environmental control, energy, safety, health, transportation, bribery, record keeping, zoning, antidiscrimination, antitrust, wages and hours, employee benefits, and price and wage control matters. "Regulation D" shall mean Regulation D of the Board of Governors of the Federal Reserve System, as it may be amended from time to time. "Regulatory Change" shall mean any change after the date of this Agreement in any Regulation (including Regulation D) or the adoption or making after such date of any interpretations, directives or requests of or under any Regulation (whether or not having the force of law) by any court or governmental or monetary authority charged with the interpretation or administration thereof applying to a class of banks but excluding any foreign office of the Bank. "Release" shall mean without limitation, the presence, leaking, leaching, pouring, emptying, discharging, spilling, using, generating, manufacturing, refining, transporting, treating, or storing of Hazardous Substances at, into, onto, from or about the property or the threat thereof, regardless of whether the result of an intentional or unintentional action or omission, and which is in violation of any applicable law, including Environmental Control Statutes. "Reportable Event" shall mean, with respect to a Pension Plan: (a) any of the events set forth in ERISA Sections 4043(b) (other than a reportable event as to which the provision of 30 days' notice to the PBGC is waived under applicable regulations) or 4063(a) or the regulations thereunder, (b) an event requiring CLC or any ERISA Affiliate to provide security to a Pension Plan under Code ss.401(a)(29) and (c) any failure by CLC or any ERISA Affiliate to make payments required by Code ss.412(m). "Revenue Equipment" shall mean all CLC's trucks, tractors, trailers and similar equipment owned by CLC and used by it or a Subsidiary in the normal course of its business and described in Schedule A to the Security Agreement to be executed and delivered by CLC in favor of the Bank on or before the date of the first advance as provided in ss.4.2(f) hereof, as such Schedule A shall have been or be amended or supplemented from time to time. "Security Agreement" shall mean a security agreement in form and substance acceptable to the Bank, which shall be executed and delivered to the Bank on or before the first advance as set forth in ss.4.2(f) hereof. "Senior Notes" shall have the meaning set forth in the Preliminary Statement. Credit Agreement, June 16, 1997 - 8 - Chemical Leaman Corporation "Solvent" shall mean, with respect to any Person, that the aggregate present fair saleable value of such Person's assets is in excess of the total amount of its probable liabilities on its existing debts as they become absolute and matured, such Person has not incurred debts beyond its foreseeable ability to pay such debts as they mature, and such Person has capital adequate to conduct the business it is presently engaged in or is about to engage in. "Subsidiary" shall mean a corporation or other entity the shares of stock or other equity interests of which having ordinary voting power (other than stock or other equity interests having such power only by reason of the happening of a contingency) to elect a majority of the board of directors or other managers of such corporation are at the time owned, or the management of which is otherwise controlled, directly or indirectly through one or more intermediaries or both, by CLC. "Tangible Assets" shall mean total assets, excluding patents, copyrights, capitalized research and development costs, goodwill, operating rights and other intangible assets on a consolidated basis. "Tangible Net Worth" shall mean Tangible Assets less total liabilities shown on the balance sheet. "Taxes" shall have the meaning set forth in ss.2.8.(d). "Termination Event" shall mean, with respect to a Pension Plan: (a) a Reportable Event, (b) the termination of a Pension Plan, or the filing of a notice of intent to terminate a Pension Plan, or the treatment of a Pension Plan amendment as a termination under ERISA ss.4041(c), (c) the institution of proceedings to terminate a Pension Plan under ERISA ss.4042 or (d) the appointment of a trustee to administer any Pension Plan under ERISA ss.4042. "Unfunded Pension Liabilities" shall mean, with respect to any Pension Plan at any time, the amount, if any, determined by taking the accumulated benefit obligation, as disclosed in accordance with Statement of Accounting Standards No. 87, and deducting the fair market value of Pension Plan assets. "Unrecognized Retiree Welfare Liability" shall mean, with respect to any Plan that provides post-retirement benefits other than pension benefits, the amount of the accumulated post-retirement benefit obligation, as determined in accordance with Statement of Financial Accounting Standards No. 106, as of the most recent valuation date. Prior to the date such statement is applicable to any CLC, such amount of the obligation shall be based on an estimate made in good faith. 1.2. Accounting Terms. All accounting terms not specifically defined herein shall be construed in accordance with Generally Accepted Accounting Principles consistent with those applied in the preparation of the financial statements referred to in ss.3.5, and all financial data submitted pursuant to this Agreement shall be prepared in accordance with such principles. Credit Agreement, June 16, 1997 - 9 - Chemical Leaman Corporation 2. The Credit 2.1. Credit Facilities. (a) The Loans. Subject to the terms and conditions herein set forth, CoreStates Bank agrees to make loans (herein called individually a "Loan" and collectively, the "Loans") to CLC upon receipt of loan requests therefor. Each Loan made shall be in a minimum principal amount of two hundred and fifty thousand dollars ($250,000). All Loans together and the aggregate amount of all Letters of Credit outstanding shall not exceed an aggregate principal amount outstanding at any time of TWENTY MILLION DOLLARS ($20,000,000). from the date hereof through the Credit Termination Date (such amount, as the same may be reduced pursuant to ss.2.6 or ss.2.11 hereof being hereinafter called the "Loan Commit ment"). The maturity date of the Note, as provided in ss.2.2 below, shall be June 15, 2000, if not sooner accelerated; provided, however, no later than April 15, 1998 and April 15, 1999, respectively, CLC may request that CoreStates extend the maturity date for one additional year. If CoreStates, in its sole discretion, is willing to extend the maturity date as requested, it will so advise CLC in writing not later than June 15, 1998 and June 15, 1999, respectively, that the maturity date is extended. All Loans shall be made to CLC at the main office of the Bank, Broad and Chestnut Streets, Philadelphia, Pennsylvania 19101. Notwithstanding the foregoing, CLC shall not be entitled to any Loan if, after giving effect to such Loan, the aggregate unpaid amount of the Loan, when added to the aggregate amount of Letters of Credit outstanding as provided below, would exceed the Loan Commitment. Further, CLC shall not be entitled to any Loan if, after giving effect to such Loan, the unpaid amount of the Loan when added to the aggregate amount of Letters of Credit outstanding would exceed CLC's current Borrowing Base, as stated in the most recent Borrowing Base Certificate furnished to the Bank as provided herein. Within the limits of the Loan Commitment and the Borrowing Base, CLC may borrow, prepay and reborrow. (b) Letters of Credit. The Bank, under the terms and subject to the conditions of this Agreement, agrees to provide standby letters of credit at the request and for the account of CLC (including for the use by a Subsidiary), from time to time prior to the Credit Termination Date, as requested by CLC, provided that: (i) the aggregate amount of Letters of Credit outstanding at any one time shall not exceed $8,500,000, at any time hereafter, or such lesser amount, if any, as will, when added to the amount of the Loans then outstanding, aggregate $20,000,000 (or such lesser amount as CLC is entitled to borrow hereunder at such time by reason of the limitation of the Borrowing Base or otherwise); (ii) no Letter of Credit shall be issued after the Credit Termination Date and no Letter of Credit shall be for a term longer than one year; and (iii) no Letter of Credit shall be issued for general business purposes. As used in this Agreement, "Letter of Credit" shall mean only those standby letters of credit issued pursuant to a completed application on the form of letter of credit application required by the Bank at the time of the request for each Letter of Credit. Letters of Credit (as defined in the CLTL Credit Agreement) issued for the account of CLTL under the CLTL Credit Agreement (which are guaranteed by CLC) ("CLTL Letters of Credit") shall be deemed Credit Agreement, June 16, 1997 - 10 - Chemical Leaman Corporation Letters of Credit for purposes of this Agreement for so long as they shall continue in effect. Simultaneously with the execution and delivery of this Agreement, CLC shall deposit cash collateral with the Bank in the amount of CLTL Letters of Credit outstanding. At such time as the excess of the Borrowing Base over the aggregate of the outstanding Loans and Letters of Credit issued pursuant to this agreement is equal to or greater than the amount of the CLTL Letters of Credit outstanding, the Bank shall return said cash collateral to, or at the direction of, CLC and the CLTL Letters of Credit shall thereafter be deemed to be issued pursuant to this Agreement. CLC shall request a Letter of Credit by delivering a completed letter of credit application to the Bank not less than one Business Day prior to the date specified by CLC as the date the Letter of Credit is to be issued. Letters of Credit shall not bear interest until drawn upon but shall each be subject to an annual charge, payable quarterly in arrears from the date of issuance, equal to one and eight-tenths percent (1.8%) of the amount of the Letter of Credit. Within the foregoing limit, CLC may request issuance of Letters of Credit, pay them upon a drawing thereunder and request new issuances. Any obligation of CLC to pay money in connection with any Letter of Credit shall be secured as if made as a Loan hereunder. In the event CLC shall terminate the Loan Commitment as provided in ss.2.6 and shall pay the outstanding principal amount of the Loans in full and with interest or the Credit Termination Date shall occur at a time when one or more Letters of Credit remain outstanding, then CLC shall furnish to the Bank within three Business Days such amount of cash, to be held as cash collateral and invested in certificates of deposit of the Bank, as will pay the maximum amount which may be drawn by beneficiaries of Letters of Credit outstanding at the date of such termination or Credit Termination Date, as applicable. 2.2. The Note. The Loans made by the Bank shall be evidenced by a single promissory note of CLC (such promissory note as it may be amended, extended, modified, restated, replaced, substituted for or renewed, the "Note") in principal face amount equal to TWENTY MILLION DOLLARS ($20,000,000) payable to the order of the Bank and otherwise in the form attached hereto as Exhibit A. The Note shall be dated June 16, 1997, shall bear interest at the rate per annum and be payable as to principal and interest in accordance with the terms hereof. The Note shall mature on the earliest to occur of (i) the date the maturity of the Note is accelerated as provided in ss.8.1 hereof, or (ii) June 15, 2000, subject to any extensions which may be made as provided for in ss.2.1(a) hereof (this date to be deemed the "Credit Termination Date"). Upon maturity, the Loan evidenced by the Note shall be due and payable. The Bank shall maintain records of all Loans evidenced by the Note and of all payments thereon, which records shall be conclusive absent manifest error. 2.3. Funding Procedures. (a) Requests for Advance. Each request for a Loan or the conversion or renewal of an interest rate with respect to a Loan shall be made not later than 11:00 a.m. on a Business Day by delivery to the Bank of a written request signed by CLC or in the alternative a telephone request followed promptly by written confirmation of the request, specifying the date and amount of the Loan to be made, converted or renewed, selecting the interest rate option applicable thereto, and in the case of a LIBO Rate Loan, specifying the Interest Period applicable to such Loan. Each request shall be received not less than one Business Day prior to the date of the proposed borrowing, conversion or renewal in the case of Base Rate Loans and three Credit Agreement, June 16, 1997 - 11 - Chemical Leaman Corporation London Business Days prior to the date of the proposed borrowing, conversion or renewal in the case of LIBO Rate Loans. No request shall be effective until actually received in writing by the Bank. (b) Irrevocability. Upon receipt of a request for a Loan by the Bank, the request shall not be revocable by CLC. (c) Availability of Funds. Unless the Bank knows that any applicable condition specified herein has not been satisfied, it will make funds immediately available to CLC on the date of each Loan by a credit to the account of CLC at the Bank's address set forth opposite its name on the signature page hereof or to such other destination and in such other form as CLC may request, in writing. (d) Funding of Net Amount. If the Bank makes a Loan on a day on which all or any part of an outstanding Loan from the Bank is to be repaid, the Bank shall apply the proceeds of its new Loan to make such repayment and only an amount equal to the difference (if any) between the amount being borrowed and the amount being repaid shall be made available by the Bank to CLC as provided in clause (c). 2.4. Interest. The following interest rates may be applicable to any Loan or Loans, as requested by CLC from time to time. (a) Base Rate. Each Base Rate Loan shall bear interest on the principal amount thereof from the date made until such Loan is paid in full or converted, at a rate per annum equal to the Base Rate plus one half of one percent (1/2%). (b) LIBO Rate. Each LIBO Rate Loan shall bear interest on the principal amount thereof from the date made until such Loan is paid in full, renewed, or converted, at a rate per annum equal to the LIBO Rate plus 180 basis points. After receipt of a request for a LIBO Rate Loan, the Bank shall proceed to determine the LIBO Rate to be applicable thereto. The Bank shall give prompt notice by telephone or facsimile to CLC of the LIBO Rate thus determined in respect of each LIBO Rate Loan or any change therein. Not more than ten (10) LIBO Rate Loans shall be in existence at any one time in any combination of LIBO Rates applicable to the Loans. (c) Renewals and Conversions of Loans. On the last day of each Interest Period, the LIBO Rate Loan then maturing shall automatically be renewed for a new Interest Period of like duration, unless CLC shall have given the Bank notice of a permitted conversion or renewal for an Interest Period of different duration as provided in ss.2.3 hereof, or an Event of Default, or Potential Default exists or would thereby occur. If no Event of Default or Potential Default exists or would thereby occur, CLC shall have the right to convert Base Rate Loans into LIBO Rate Loans, to convert LIBO Rate Loans into Base Rate Loans, and to renew LIBO Rate Loans for Interest Periods of different duration, from time to time, provided that it shall give the Bank notice of each permitted conversion or renewal as provided in ss.2.3 hereof, and LIBO Rate Loans may be converted or renewed for different Interest Periods only as of the last day of the applicable Interest Period for such Loans. The Bank shall use its best efforts to notify CLC of the effectiveness of such conversion or renewal (automatic or not automatic), and the new interest rate to which the converted or renewed Loan is subject, as soon as practicable after the conversion or renewal; provided, however, that any failure to give such notice shall not affect CLC's obligations or the Bank's rights and remedies hereunder in any way whatsoever. In the event a LIBO Rate Loan is not automatically renewed as provided herein and CLC shall not have selected an alternative Interest Period for any LIBO Rate Loan maturing as provided Credit Agreement, June 16, 1997 - 12 - Chemical Leaman Corporation herein, such Loan shall be automatically converted into a Base Rate Loan on the last day of the Interest Period for such Loan. (d) Automatic Reinstatement. The liability of CLC under this ss.2.4 shall continue to be effective or be automatically reinstated, as the case may be, if at any time payment, in whole or in part, of any of the payments to the Bank is rescinded or must otherwise be restored or returned upon the insolvency, bankruptcy, dissolution, liquidation or reorganization of CLC or any other Person, or upon or as a result of the appointment of a custodian, receiver, trustee or other officer with similar powers with respect to CLC or any other Person or any substantial part of its property, or otherwise, all as though such payment had not been made. 2.5. Fees. (a) Administrative Fee. CLC agrees to pay to the Bank a one-time fee (the "Administrative Fee") in an amount equal to $100,000, which fee is payable on the date hereof. (b) Unused Commitment Fee. CLC agrees to pay the Bank as compensation for its Loan Commitment, a fee ("Commitment Fee") computed at the rate of three-eighths of one percent (3/8%) per annum on the average daily amount of the unused portion of the Loan Commitment accrued from and after the date hereof. The unused portion of the Loan Commitment shall mean the Loan Commitment less the principal amount of the outstanding Loan and Letters of Credit issued hereunder. The Commitment Fee shall be calculated and be payable quarterly in arrears and on the Credit Termination Date. The Commitment Fee shall be calculated on the basis of a 365-day year for the actual number of days elapsed. 2.6. Reduction or Termination of Commitment. (a) Voluntary. CLC may at any time, on not less than one Business Day's written notice, terminate or permanently reduce the Loan Commitment, provided that any reduction shall be in the amount of $250,000 or a multiple thereof and that no such reduction shall cause the principal amount of Loans outstanding to exceed the Loan Commitment as reduced. (b) Loan Commitment Termination. In the event the Loan Commitment is terminated, the Credit Termination Date shall accelerate to such date of termination and CLC shall, simultaneously with such termination, repay the Base Rate Loans and LIBO Rate Loans in accordance with ss.2.8. 2.7. Voluntary Prepayments. (a) Base Rate Loans. On one Business Day's notice to the Bank, CLC may, at its option, prepay any Base Rate Loan in whole at any time or in part from time to time, provided that each partial prepayment shall be in the principal amount of $250,000 or, if greater, then in multiples thereof and, if less than $250,000 shall be outstanding, in principal amount equal to the amount remaining outstanding. (b) LIBO Rate Loans. On one Business Day's notice to the Bank, CLC may, at its option prepay any LIBO Rate Loan provided that if it shall prepay a LIBO Rate Loan prior to the last day of the applicable Interest Period, or shall fail to borrow any LIBO Rate Loan on the date such Loan is to be made, it shall pay to the Bank, in addition to the principal and interest then to be paid in the case of a prepayment Credit Agreement, June 16, 1997 - 13 - Chemical Leaman Corporation on such date of prepayment, the Additional Amount (as defined in ss.2.8(e) below) incurred or sustained by the Bank as a result of such prepayment or failure to borrow. 2.8. Payments. (a) Base Rate Loans. Accrued interest on all Base Rate Loans shall be due and payable on the first Business Day of each calendar month and upon the Credit Termination Date. (b) LIBO Rate Loans. Accrued interest on LIBO Loans with Interest Periods of one or three months shall be due and payable on the last day of such Interest Period. Accrued interest on LIBO Loans with an Interest Period of six months shall be due and payable on the ninetieth (90th) day of such Interest Period and on the last day of such Interest Period. (c) Form of Payments, Application of Payments, Payment Administration, Etc. Provided that no Event of Default or Potential Default then exists, all payments and prepayments shall be applied to the Loans in such order and to such extent as shall be specified by CLC, by written notice to the Bank at the time of such payment or prepayment. Except as otherwise provided herein, all payments of principal, interest, fees, or other amounts payable by CLC hereunder shall be remitted to the Bank at the address set forth opposite its name on the signature page hereof or at such office or account as the Bank shall specify to CLC, in immediately available funds not later than 2:00 p.m. on the day when due. Whenever any payment is stated as due on a day which is not a Business Day, the maturity of such payment shall, except as otherwise provided in the definition of "Interest Period," be extended to the next succeeding Business Day and interest shall continue to accrue during such extension. CLC authorizes the Bank to deduct from any account of CLC maintained at the Bank or over which the Bank has control any amount payable under this Agreement, the Notes or any other Loan Document. The Bank's failure to deliver any bill, statement or invoice with respect to amounts due under this Section or under any Loan Document shall not affect CLC's obligation to pay any installment of principal, interest or any other amount under this Agreement when due and payable. (d) Net Payments. All payments made to the Bank by CLC hereunder, under the Note or under any other Loan Document will be made without set off, counterclaim or other defense. All such payments will be made free and clear of, and without deduction or withholding for, any present or future taxes, levies, imposts, duties, fees, assessments or other charges of whatever nature now or hereafter imposed by any jurisdiction or any political subdivision or taxing authority thereof or therein (but excluding, except as provided below, any tax imposed on or measured by the gross or net income of the Bank (including all interest, penalties or similar liabilities related thereto) pursuant to the laws of the United States of America or any political subdivision thereof, or taxing authority of the United States of America or any political subdivision thereof, in which the principal office or applicable lending office of the Bank is located), and all interest, penalties or similar liabilities with respect thereto (collectively, together with any amounts payable pursuant to the next sentence, "Taxes"). CLC shall also reimburse the Bank, upon the written request of the Bank, for Taxes imposed on or measured by the gross or net income of the Bank pursuant to the laws of the United States of America (or any State or political subdivision thereof), or the jurisdiction (or any political subdivision or taxing authority thereof) in which the principal office or applicable lending office of the Bank is located as the Bank shall determine are payable by the Bank due to the amount of Taxes paid to or on behalf of the Bank pursuant to this or the preceding sentence. If any Taxes are so levied or imposed, CLC agrees to pay the full amount of such Taxes, and such additional amounts as may be necessary so that every payment of all amounts due hereunder, under the Note or under any other Loan Document, after Credit Agreement, June 16, 1997 - 14 - Chemical Leaman Corporation withholding or deduction for or on account of any Taxes, will not be less than the amount provided for herein or in the Note. CLC will furnish to the Bank upon request certified copies of tax receipts evidencing such payment by CLC. CLC will indemnify and hold harmless the Bank, and reimburse the Bank upon its written request, for the amount of any Taxes so levied or imposed and paid or withheld by the Bank. (e) Prepayment of LIBO Rate Loans. If any principal of a LIBO Rate Loan shall be repaid (whether upon prepayment, reduction of the Loan Commitment after acceleration or for any other reason) or converted to a Base Rate Loan prior to the last day of the Interest Period applicable to such LIBO Rate Loan or if CLC fails for any reason to borrow a LIBO Rate Loan after giving irrevocable notice pursuant to ss.2.3, CLC shall pay to the Bank, in addition to the principal and interest then to be paid, such additional amounts as may be necessary to compensate the Bank for all direct and indirect costs and losses (including losses resulting from redeployment of prepaid or unborrowed funds at rates lower than the cost of such funds to the Bank, and including lost profits incurred or sustained by the Bank) as a result of such repayment or failure to borrow (the "Additional Amount"). The Additional Amount (which the Bank shall take reasonable measures to minimize) shall be specified in a written notice or certificate delivered to CLC by the Bank. Such notice or certificate shall contain a calculation in reasonable detail of the Additional Amount to be compensated and shall be conclusive as to the facts and the amounts stated therein, absent manifest error. (f) Demand Deposit Account. CLC shall maintain at least one demand deposit account with the Bank for purposes of this Agreement. CLC authorizes the Bank (but the Bank shall not be obligated) to deposit into said account all amounts to be advanced to CLC hereunder. Further, CLC authorizes the Bank (but the Bank shall not be obligated) to deduct from said account, or any other account maintained by CLC at the Bank, any amount payable hereunder on or after the date upon which it is due and payable. Such authorization shall include but not be limited to amounts payable with respect to principal, interest, fees and expenses. 2.9. Changes in Circumstances; Yield Protection. (a) If any Regulatory Change or compliance by the Bank with any request made after the date of this Agreement by the Board of Governors of the Federal Reserve System or by any Federal Reserve Bank or other central bank or fiscal, monetary or similar authority (in each case whether or not having the force of law) shall: (i) impose, modify or make applicable any reserve, special deposit, Federal Deposit Insurance Corporation premium or similar requirement or imposition against assets held by, or deposits in or for the account of, or loans made by, or any other acquisition of funds for loans or advances by, the Bank; (ii) impose on the Bank any other condition regarding the Note; (iii) subject the Bank to, or cause the withdrawal or termination of any previously granted exemption with respect to, any tax (including any withholding tax but not including any income tax not currently causing the Bank to be subject to withholding) or any other levy, impost, duty, charge, fee or deduction on or from any payments due from CLC; or Credit Agreement, June 16, 1997 - 15 - Chemical Leaman Corporation (iv) change the basis of taxation of payments from CLC to the Bank (other than by reason of a change in the method of taxation of the Bank's net income); and the result of any of the foregoing events is to increase the cost to the Bank of making or maintaining any Loan or to reduce the amount of principal, interest or fees to be received by the Bank hereunder in respect of any Loan, the Bank will immediately so notify CLC. If the Bank determines in good faith that the effects of the change resulting in such increased cost or reduced amount cannot reasonably be avoided or the cost thereof mitigated, then upon notice by the Bank to CLC, CLC shall pay to the Bank on each interest payment date of the Loan, such additional amount as shall be necessary to compensate the Bank for such increased cost or reduced amount. (b) If the Bank shall determine that any Regulation regarding capital adequacy or the adoption of any Regulation regarding capital adequacy, which Regulation is applicable to banks (or their holding companies) generally and not CoreStates Bank (or its holding company) specifically, or any change therein, or any change in the interpretation or administration thereof by any governmental authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by the Bank (or its holding company) with any such request or directive regarding capital adequacy (whether or not having the force of law) of any such authority, central bank or comparable agency, has the effect of reducing the rate of return on the Bank's capital as a consequence of its obligations hereunder to a level below that which the Bank could have achieved but for such adoption, change or compliance (taking into consideration the Bank's policies with respect to capital adequacy) by an amount deemed by the Bank to be material, CLC shall promptly pay to the Bank, upon the demand of the Bank, such additional amount or amounts as will compensate the Bank for such reduction. (c) If the Bank shall determine (which determination shall be, in the absence of fraud or manifest error, conclusive and binding upon all parties hereto) that by reason of abnormal circumstances affecting the interbank eurodollar or applicable eurocurrency market, adequate and reasonable means do not exist for ascertaining the LIBO Rate to be applicable to the requested LIBO Rate Loan or that eurodollar or eurocurrency funds in amounts sufficient to fund all the LIBO Rate Loans are not obtainable on reasonable terms, the Bank shall give notice of such inability or determination by telephone and thereupon the obligations of the Bank to make, convert other Loans to, or renew such LIBO Rate Loan shall be excused, subject, however, to the right of CLC at any time thereafter to submit another request. (d) Determination by the Bank for purposes of this Section 2.9 of the effect of any Regulatory Change or other change or circumstance referred to above on its costs of making or maintaining Loans or on amounts receivable by it in respect of the Loans and of the additional amounts required to compensate the Bank in respect of any additional costs, shall be made in good faith and shall be evidenced by a certificate, signed by an officer of the Bank and delivered to CLC, as to the fact and amount of the increased cost incurred by or the reduced amount accruing to the Bank owing to such event or events. Such certificate shall be prepared in reasonable detail and shall be conclusive as to the facts and amounts stated therein, absent manifest error. (e) The Bank will notify CLC of any event occurring after the date of this Agreement that will entitle the Bank to compensation pursuant to this Section as promptly as practicable after it obtains knowledge thereof and determines to request such compensation. Said notice shall be in writing, shall specify the applicable Section or Sections of this Agreement to which it relates and shall set forth the amount Credit Agreement, June 16, 1997 - 16 - Chemical Leaman Corporation or amounts then payable pursuant to this Section. CLC shall pay the Bank the amount shown as due on such notice within 30 days after its receipt of the same. 2.10. Illegality. Notwithstanding any other provision in this Agreement, if the adoption of any applicable Regulation, or any change therein, or any change in the interpretation or administration thereof by any governmental authority, central bank, or comparable agency charged with the interpretation or administration thereof, or compliance by the Bank with any request or directive (whether or not having the force of law) of any such authority, central bank, or comparable agency shall make it unlawful or impossible for the Bank to (1) maintain its Loan Commitment, then upon notice to CLC by the Bank, the Loan Commitment shall terminate; or (2) maintain or fund its LIBO Rate Loans, then upon notice to CLC of such event, CLC's outstanding LIBO Rate Loans shall be converted into Base Rate Loans. 2.11. Repayment of Notes under Indenture. To the extent that the holders of Senior Notes exercise their rights under the Indenture to cause CLC to redeem any Senior Notes held by them pursuant to a "Change of Control" as defined in the Indenture, CLC shall prepay to the Bank, on the date of such redemption, and the amount of the Loan Commitment shall be reduced by, that amount which is equal to the lesser of (a) the Loan Commitment or (b) the actual amount of the Senior Notes redeemed. 3. Representations and Warranties CLC represents and warrants to the Bank that: 3.1. Organization, Standing. It (i) is a corporation duly organized, validly existing and in good standing under the laws of the jurisdiction of its incorporation, (ii) has the corporate power and authority necessary to own its assets, carry on its business and enter into and perform its obligations hereunder and under each Loan Document, and (iii) is qualified to do business and is in good standing in each jurisdiction where the nature of its business or the ownership of its properties requires such qualification, except where the failure to be so qualified would not have a Material Adverse Effect. 3.2. Corporate Authority, Validity, Etc. The making and performance of the Loan Documents to which it is a party are within its power and authority and have been duly authorized by all necessary corporate action. The making and performance of the Loan Documents do not and under present law will not require any consent or approval of any of CLC's shareholders or any other person, do not and under present law will not violate any law, rule, regulation order, writ, judgment, injunction, decree, determination or award, do not violate any provision of its charter or by-laws, do not and will not result in any breach of any material agreement, lease or instrument to which it is a party, by which it is bound or to which any of its assets are or may be subject, and do not and will not give rise to any Lien upon any of its assets. The number of shares and classes of the capital stock of CLC and the ownership thereof are accurately set forth on Schedule 1 attached hereto; all such shares are validly issued, fully paid and non-assessable, and the issuance and sale thereof are in compliance with all applicable federal and state securities and other applicable laws. Further, CLC is not in default under any such agreement, lease or instrument except to the extent such default reasonably could not have a Material Adverse Effect. No authorizations, approvals or consents of, and no filings or registrations with, any governmental or regulatory authority or agency are necessary for the execution, delivery or performance by CLC of any Loan Document or for the validity or Credit Agreement, June 16, 1997 - 17 - Chemical Leaman Corporation enforceability thereof. Each Loan Document, when executed and delivered, will be the legal, valid and binding obligation of CLC enforceable against it in accordance with its terms. 3.3. Litigation. Except as disclosed on Schedule 1, there are no actions, suits or proceedings pending or, to CLC's knowledge, threatened against or affecting CLC or any of its assets before any court, government agency, or other tribunal which if adversely determined reasonably could have a Material Adverse Effect upon the ability of CLC to perform under the Loan Documents. If there is any disclosure on Schedule 1, the status (including the tribunal, the nature of the claim and the amount in controversy) of each such litigation matter as of the date of this Agreement is set forth in Schedule 1. 3.4. ERISA. (a) CLC and each ERISA Affiliate are in compliance in all material respects with all applicable provisions of ERISA and the regulations promulgated thereunder; and, except as disclosed on Schedule 1, since April 29, 1980, none of CLC or any ERISA Affiliate has withdrawn from participation in any "multiemployer plan" (as defined in section 4001 of ERISA) to which it makes contributions such that any withdrawal liability has been or may be assessed and remains unpaid, and none of CLC or any ERISA Affiliate has received any notice and is not aware that any multiemployer plan to which it contributes is insolvent or in reorganization status within the meaning of ERISA. With respect to multiemployer plans to which CLC or any ERISA Affiliate makes contributions but does not participate in the administration of such plans, none of CLC or any ERISA Affiliate has received any information from any such multiemployer plan which would indicate that any of the foregoing representation would be incorrect as applied to such multiemployer plan; (b) neither CLC nor any ERISA Affiliate sponsors or maintains any Plan under which there is an accumulated funding deficiency within the meaning of ss.412 of the Code, whether or not waived; (c) the aggregate liability for accrued benefits and other ancillary benefits under each Plan that is or will be sponsored or maintained by CLC or any ERISA Affiliate (determined on the basis of the actuarial assumptions prescribed for valuing benefits under terminating single-employer defined benefit plans under Title IV of ERISA) does not exceed the aggregate fair market value of the assets under each such defined benefit pension Plan; (d) the aggregate liability of CLC and each ERISA Affiliate arising out of or relating to a failure of any Plan to comply with the provisions of ERISA or the Code, will not have a Material Adverse Effect; (e) there does not exist any unfunded liability (determined on the basis of actuarial assumptions utilized by the actuary for the plan in preparing the most recent Annual Report) of CLC or any ERISA Affiliate under any plan, program or arrangement providing post-retirement life or health benefits; and (f) none of the Plans which are "employee pension benefit plans" (as defined by ERISA) or the trusts created thereunder have been terminated since September 2, 1974; nor has any such Plan incurred any material liability to the Pension Benefit Guaranty Corporation established pursuant to ERISA, other than for required insurance premiums which have been paid when due, or incurred any material "accumulated funding deficiency," (as defined by ERISA) whether or not waived; nor has there been any "reportable event" (as defined by ERISA), or other event or condition, which represents a material risk of termination of any such Plan by the Pension Benefit Guaranty Corporation. 3.5. Financial Statements. The consolidated financial statements of CLC as of and for the Fiscal Years ending December 31, 1994, December 31, 1995 and December 31, 1996 and for the interim three-month period ending March 31, 1997, consisting in each case of a balance sheet, a statement of operations, a statement of shareholders' equity, a statement of cash flows and accompanying footnotes, furnished to the Bank in connection herewith, present fairly, in all material respects, the financial position, results of operations and operating statistics of CLC as of the dates and for the periods referred to, in conformity with Generally Accepted Accounting Principles. Except as set forth on Schedule 1 hereto, there are no material liabilities, fixed or contingent, which are not reflected in such financial statements, other than Credit Agreement, June 16, 1997 - 18 - Chemical Leaman Corporation liabilities which are not required to be reflected in such balance sheets. There has been no Material Adverse Change since March 31, 1997. 3.6. Not in Default, Judgments, Etc. No Event of Default or Potential Default under any Loan Document has occurred and is continuing. CLC has satisfied all judgments and is not in default with respect to any judgment, writ, injunction, decree, rule, or regulation of any court, arbitrator, or federal, state, municipal, or other governmental authority, commission, board, bureau, agency, or instrumentality, domestic or foreign which could have a Material Adverse Effect. 3.7. Taxes. CLC has filed all federal, state, local and foreign tax returns and reports which it is required by law to file and as to which its failure to file would have a Material Adverse Effect, and has paid all taxes, including wage taxes, assessments, withholdings and other governmental charges which are presently due and payable, other than those being contested in good faith by appropriate proceedings, if any, and disclosed on Schedule 1. The tax charges, accruals and reserves on the books of CLC are adequate to pay all such taxes that have accrued but are not presently due and payable. 3.8. Permits, Licenses, Etc. CLC possesses all permits, licenses, franchises, trademarks, trade names, copyrights and patents necessary to the conduct of its business as presently conducted or as presently proposed to be conducted, except where the failure to possess the same would not have a Material Adverse Effect. 3.9. No Materially Adverse Contracts, Etc. CLC is not subject to any charter, corporate or other legal restriction, or any judgment, decree, order, rule or regulation which in the judgment of its directors or officers has or is expected in the future to have a Material Adverse Effect upon CLC or any Subsidiary. Neither CLC nor any Subsidiary is a party to any contract or agreement which in the judgment of the directors or officers of CLC has or is expected to have any Material Adverse Effect except as otherwise reflected in adequate reserves. 3.10. Compliance with Laws, Etc. (a) Compliance Generally. CLC is in compliance in all material respects with all Regulations applicable to its business (including obtaining all authorizations, consents, approvals, orders, licenses, exemptions from, and making all filings or registrations or qualifications with, any court or governmental department, public body or authority, commission, board, bureau, agency, or instrumentality), the noncompliance with which reasonably could have a Material Adverse Effect. (b) Hazardous Wastes, Substances and Petroleum Products. Except as disclosed on Schedule 1, (i) CLC has received all permits and filed all notifications necessary to carry on its business; and is in compliance in all respects with all Environmental Control Statutes; (ii) CLC has not given any written or oral notice, nor has it failed to give required notice, to the Environmental Protection Agency ("EPA") or any state or local agency with regard to any actual or imminently threatened Release of Hazardous Substances on properties owned, leased or operated by it or used in connection with the conduct of its business and operations; (iii) CLC has not received notice that it is potentially responsible for costs of clean-up or remediation of any actual or imminently threatened Release of Hazardous Substances pursuant to any Environmental Control Statute; (iv) to the best of CLC's knowledge and belief, no real property owned or leased by it is in violation of any Environmental Laws and no Hazardous Substances are present on said real property in violation of applicable law; and (v) CLC has not been identified in any litigation, administrative Credit Agreement, June 16, 1997 - 19 - Chemical Leaman Corporation proceedings or investigation as a potentially responsible party for any liability under any Environmental Laws, where such liability could have a Material Adverse Effect. 3.11. Solvency. CLC is, and after giving effect to the transactions contemplated hereby, will be, Solvent. 3.12. Subsidiaries, Etc. CLC has no Subsidiaries, except as set forth in Schedule 1 hereto. Set forth in Schedule 1 hereto is a complete and correct list, as of the date of this Agreement, of all Investments held by CLC in any joint venture or other Person. 3.13. Title to Properties, Leases. CLC has good and marketable title to all assets and properties reflected as being owned by it in its financial statements as well as to all assets and properties acquired since said date (except property disposed of since said date in the ordinary course of business). Except for the Liens set forth in Schedule 1 hereto and any other Permitted Liens and except for Liens to be discharged with proceeds of the Senior Notes on or about June 16, 1997, there are no Liens on any of such assets or properties. It has the right to, and does, enjoy peaceful and undisturbed possession under all material leases under which it is leasing property as a lessee. All such leases are valid, subsisting and in full force and effect, and none of such leases is in default, except where such default, either individually or in the aggregate, could not have a Material Adverse Effect. 3.14. Public Utility Holding Company; Investment Company. CLC is not a "public utility company" or a "holding company", or a "subsidiary company" of a "holding company", or an "affiliate" of a "holding company" or of a "subsidiary company" of a "holding company", as such terms are defined in the Public Utility Holding Company Act of 1935, as amended; or a "public utility" within the meaning of the Federal Power Act, as amended. Further, CLC is not an "investment company" or an "affiliated person" of an "investment company" or a company "controlled" by an "investment company" as such terms are defined in the Investment Company Act of 1940, as amended. 3.15. Margin Stock. CLC is not and will not be engaged principally or as one of its important activities in the business of extending credit for the purpose of purchasing or carrying or trading in any margin stocks or margin securities (within the meaning of Regulation U of the Board of Governors of the Federal Reserve System as amended from time to time). CLC will not use or permit any proceeds of the Loans to be used, either directly or indirectly, for the purpose, whether immediate, incidental or ultimate, of buying or carrying margin stocks or margin securities. 3.16. Use of Proceeds. CLC will use the proceeds of any Loan only for general corporate purposes, including, but not limited to working capital, letters of credit and the purchase of revenue producing equipment. 3.17. Disclosure Generally. The representations and statements made by CLC or on its behalf in connection with this credit facility and the Loans, including representations and statements in each of the Loan Documents, do not and will not contain any untrue statement of a material fact or omit to state a material fact or any fact necessary to make the representations made not materially misleading. No written information, exhibit, report, brochure or financial statement furnished by CLC to the Bank in connection with this credit facility, the Loans, or any Loan Document contains or will contain any material misstatement of fact or omit to state a material fact or any fact necessary to make the statements contained therein not misleading. Credit Agreement, June 16, 1997 - 20 - Chemical Leaman Corporation 4. Conditions Precedent 4.1. All Loans. After this Agreement has become effective, the obligation of the Bank to make any Loan (including but not limited to the first Loan hereunder) is conditioned upon the following: (a) Documents. CLC shall have delivered and the Bank shall have received a request for a Loan in such form as the Bank may request from time to time. (b) Compliance Certificate. CoreStates shall have received a certificate in the form and substance requested by the Bank, as such may be modified from time to time ("Compliance Certificate"). (c) Borrowing Base Certificate. CLC shall have delivered and the Bank shall have received a Borrowing Base Certificate dated the date of the Loan requested under this Agreement. (d) Covenants; Representations. CLC shall be in compliance with all covenants, agreements and conditions in each Loan Document and each representation and warranty contained in each Loan Document shall be true with the same effect as if such representation or warranty had been made on the date such Loan is made or issued. (e) Defaults. Immediately prior to and after giving effect to such transaction, no Event of Default or Potential Default shall exist. (f) Material Adverse Change. Since March 31, 1997, there shall not have been any Material Adverse Change with respect to CLC or any Subsidiary. (g) Administrative Fee. CLC shall have paid the Administrative Fee to the Bank as set forth in ss.2.5. 4.2. Conditions to First Loan. In addition to the conditions to all Loans as provided in ss.4.1, the obligation of the Bank to make the first Loan hereunder is conditioned upon the following: (a) Articles, Bylaws. The Bank shall have received copies of the Articles of Incorporation and Bylaws of CLC certified by its Secretary or Assistant Secretary; together with a Certificate of Good Standing from any jurisdiction where the nature of its business or the ownership of its properties requires such qualification except where the failure to be so qualified would not have a Material Adverse Effect. (b) Evidence of Authorization. The Bank shall have received copies certified by the Secretary or Assistant Secretary of CLC of all corporate or other action taken by CLC to authorize its execution and delivery and performance of the Loan Documents and to authorize the Loans, together with such other related papers as the Bank shall reasonably require. (c) Legal Opinions. The Bank shall have received a favorable written opinion in form and substance satisfactory to the Bank from Pepper, Hamilton & Sheetz LLP, as counsel for CLC, which shall be addressed to the Bank and be dated the date of the first Loan. Credit Agreement, June 16, 1997 - 21 - Chemical Leaman Corporation (d) Incumbency. The Bank shall have received a certificate signed by the secretary or assistant secretary of CLC, together with the true signature of the officer or officers authorized to execute and deliver the Loan Documents and certificates thereunder, upon which the Bank shall be entitled to rely conclusively until it shall have received a further certificate of the secretary or assistant secretary of CLC amending the prior certificate and submitting the signature of the officer or officers named in the new certificate as being authorized to execute and deliver Loan Documents and certificates thereunder. (e) Note. The Bank shall have received the Note duly executed, completed and issued in accordance herewith. (f) Security Agreement. The Bank shall have received the Security Agreement duly executed, completed and issued in accordance herewith. (g) Documents. The Bank shall have received all certificates, instruments and other documents then required to be delivered pursuant to any Loan Documents, in each instance in form and substance reasonably satisfactory to it. (h) Consents. CLC shall have provided to the Bank evidence satisfactory to it that all governmental, shareholder and third party consents and approvals necessary in connection with the transactions contemplated hereby have been obtained and remain in effect. (i) Other Agreements. CLC shall have executed and delivered each other Loan Document required hereunder. (j) Repayment of Loans under CLTL Credit Agreement. CLC shall have paid in full all outstanding indebtedness and satisfied all of its obligations under the CLTL Credit Agreement other than with respect to the CLTL Letters of Credit. (k) Repayment of all other Debt. CLC shall have provided to the Bank evidence satisfactory to it that all outstanding indebtedness of CLC and its subsidiaries and affiliates, including, without limitation, that indebtedness to Associates Commercial Corporation, has been paid in full, except as otherwise provided in Schedule 4.2(k) attached hereto. (l) Collateralization of Letters of Credit. CLC shall have fully collateralized the $3,900,000 letters of credit outstanding under the CLTL Credit Agreement. (m) Sale of Senior Notes. CLC shall have consummated the sale of the Senior Notes pursuant to the Indenture. (n) Fees, Expenses. CLC shall simultaneously pay or shall have paid all fees and expenses due hereunder or any other Loan Document. Credit Agreement, June 16, 1997 - 22 - Chemical Leaman Corporation 5. Affirmative Covenants CLC covenants and agrees that from and after the date hereof and so long as the Loan Commitment is in effect or any Obligation remains unpaid or outstanding, it will: 5.1. Financial Statements and Reports. Furnish to the Bank the following financial information: (a) Annual Statements. No later than ninety (90) days after the end of each Fiscal Year, the consolidated and consolidating balance sheet (which consolidating balance sheets may be unaudited and prepared by management of CLC) of CLC as of the end of such year and the prior year in comparative form, and related statements of operations, shareholders' equity, and cash flows for the Fiscal Year and the prior Fiscal Year in comparative form. The financial statements shall be in reasonable detail with appropriate notes and be prepared in accordance with Generally Accepted Accounting Principles. The consolidated annual financial statements shall be certified (without any qualification or exception) by Arthur Anderson & Co. or such other independent certified public accountants of nationally recognized standing reasonably acceptable to the Bank. Such financial statements shall be accompanied by a report of such independent certified public accountants stating that, in the opinion of such accountants, such financial statements present fairly, in all material respects, the financial position, and the results of operations and the cash flows of CLC for the period then ended in conformity with Generally Accepted Accounting Principles, except for inconsistencies resulting from changes in accounting principles and methods agreed to by such accountants and specified in such report, and that, in the case of such financial statements, the examination by such accountants of such financial statements has been made in accordance with generally accepted auditing standards and accordingly included examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements and assessing the accounting principles used and significant estimates made, as well as evaluating the overall financial statement presentation. Each financial statement provided under this subsection (a) shall be accompanied by a certificate signed by such accountants either stating that during the course of their examination nothing came to their attention which would cause them to believe that any event has occurred and is continuing which constitutes an Event of Default or Potential Default, or describing each such event. In addition to the annual financial statements, CLC shall, promptly upon receipt thereof, furnish to the Bank a copy of each other report submitted to its board of directors by its independent accountants in connection with any annual, interim or special audit made by them of the financial records of CLC. (b) Quarterly Statements. No later than forty-five (45) calendar days after the end of each Fiscal Quarter of each Fiscal Year, the consolidated and consolidating balance sheet (which consolidating balance sheets may be unaudited and prepared by management of CLC) and related statements of operations, shareholders' equity and cash flows of CLC for such quarterly period and for the period from the beginning of such fiscal year to the end of such Fiscal Quarter and a corresponding financial statement for the same periods in the preceding Fiscal Year certified by the chief financial officer of CLC as having been prepared in accordance with Generally Accepted Accounting Principles (subject to changes resulting from audits and year-end adjustments); provided, however, that if the independent certified public accountants issue a review report on the quarterly financial statements of CLC, the financial statements required by this subsection (b) shall be accompanied by a certificate signed by such accountants either stating that during the course of their examination nothing came to their attention which would cause them to believe that any event has occurred and is continuing which constitutes an Event of Default or Potential Default, or describing each such event and the remedial steps being taken by CLC. Credit Agreement, June 16, 1997 - 23 - Chemical Leaman Corporation (c) Compliance Certificate. Within forty-five (45) calendar days after the end of each of the first three Fiscal Quarters of each Fiscal Year and within ninety (90) calendar days after the end of each Fiscal Year, a Compliance Certificate signed by the chief financial officer of CLC. (d) ERISA. All reports and forms filed with respect to all Plans, except as filed in the normal course of business and that would not result in an adverse action to be taken under ERISA, and details of related information of a Reportable Event, promptly following each filing. (e) Material Changes. Notification to the Bank of any litigation, administrative proceeding, investigation, business development, or change in financial condition which could reasonably have a Material Adverse Effect, promptly following its discovery. (f) Other Information. Promptly, upon request by the Bank from time to time (which may be on a monthly or other basis), CLC shall provide such other information and reports regarding its operations, business affairs, prospects and financial condition as the Bank may reasonably request. (g) Borrowing Base Certificate. In the event CLC shall not have delivered a Borrowing Base Certificate to the Bank during a calendar month, it will deliver to the Bank, no later than thirty (30) days after the end of such calendar month as of the last day of the preceding calendar month, a Borrowing Base Certifi cate signed by the chief executive or chief financial officer, treasurer or controller of CLC, together with appropriate schedules reflecting the Revenue Equipment included in the Borrowing Base. 5.2. Corporate Existence. Preserve its, and cause its Subsidiaries to preserve their, corporate existence and all material franchises, licenses, patents, copyrights, trademarks and trade names consistent with good business practice; and maintain, keep, and preserve all of its properties (tangible and intangible) necessary or useful in the conduct of its and their business in good working order and condition, ordinary wear and tear expected. 5.3. ERISA. Comply in all material respects with the provisions of ERISA to the extent applicable to any Plan maintained for the employees of CLC or any ERISA Affiliate; do or cause to be done all such acts and things that are required to maintain the qualified status of each Plan and tax exempt status of each trust forming part of such Plan; not incur any material accumulated funding deficiency (within the meaning of ERISA and the regulations promulgated thereunder), or any material liability to the PBGC (as established by ERISA); not permit any event to occur as described in ss.4042 of ERISA or which may result in the imposition of a lien on its properties or assets; notify the Bank in writing promptly after it has come to the attention of senior management of CLC of the assertion or threat of any "reportable event" or other event described in ss.4042 of ERISA (relating to the soundness of a Plan) or the PBGC's ability to assert a material liability against it or impose a lien on its, or any ERISA Affiliates' properties or assets; and refrain from engaging in any Prohibited Transactions or actions causing possible liability under ss.5.02 of ERISA. 5.4. Compliance with Regulations. Comply, and cause its Subsidiaries to comply, in all material respects with all Regulations applicable to its and their business, the noncompliance with which reasonably could have a Material Adverse Effect. 5.5. Conduct of Business; Permits and Approvals, Compliance with Laws. Continue to engage, and cause its Subsidiaries to continue to engage, in an efficient and economical manner in businesses substantially the same as conducted by them on the date of this Agreement; maintain, and cause its Credit Agreement, June 16, 1997 - 24 - Chemical Leaman Corporation Subsidiaries to maintain, in full force and effect, its and their franchises, and all licenses, patents, trademarks, trade names, contracts, permits, approvals and other rights necessary to the profitable conduct of its business. 5.6. Maintenance of Insurance. Keep and maintain, and cause its Subsidiaries to keep and maintain, all of its and their property and assets fully covered by insurance with reputable and financially sound insurance companies against such hazards and in such amounts as is customary in the industry and reasonably satisfactory to the Bank (including up to $2,000,000 of self-insurance), under policies requiring the insurer to furnish thirty (30) days' prior notice to the Bank and opportunity to cure any non-payment of premiums prior to termination of coverage; and furnish the Bank with certificates of such insurance and cause the Bank to be named as an additional insured and the loss payee thereof with respect to the Collateral, as its interest may appear. 5.7. Payment of Debt; Payment of Taxes, Etc. Where the amount involved exceeds 1,000,000 or where the non-payment or non-discharge would otherwise have a Material Adverse Effect on CLC or any of its Subsidiaries, or any of their assets: promptly pay and discharge, and cause its Subsidiaries to promptly pay and discharge, (a) all of its and their Debt in accordance with the terms thereof; (b) all taxes, assessments, and governmental charges or levies imposed upon it or them or upon its or their income and profits, upon any of their property, real, personal or mixed, or upon any part thereof, before the same shall become in default; (c) all lawful claims for labor, materials and supplies or otherwise, which, if unpaid, might become a lien or charge upon such property or any part thereof; provided, however, that so long as CLC first notifies the Bank of its intention to do so, CLC or its Subsidiaries shall not be required to pay and discharge any such Debt, tax, assessment, charge, levy or claim so long as the failure to so pay or discharge does not constitute or result in an Event of Default or a Potential Default hereunder and so long as no foreclosure or other similar proceedings shall have been commenced against such property or any part thereof and so long as the validity thereof shall be contested in good faith by appropriate proceedings diligently pursued and it shall have set aside on its consolidated books adequate reserves with respect thereto. 5.8. Notice of Events. Promptly upon discovery of any of the following events, CLC shall provide telephone notice to the Bank (confirmed within three (3) calendar days by written notice), describing the event and all action CLC proposes to take with respect thereto: (a) an Event of Default or Potential Default under this Agreement or any other Loan Document; (b) any default or event of default under a contract or contracts and the default or event of default involves payments by CLC in an aggregate amount equal to or in excess of $1,000,000; (c) a default or event of default under or as defined in any evidence of or agreements for Indebtedness for Borrowed Money under which the CLC's or its Subsidiaries' liability is equal to or in excess of $1,000,000, singularly or in the aggregate, whether or not an event of default thereunder has been declared by any party to such agreement or any event which, upon the lapse of time or the giving of notice or both, would become an event of default under any such agreement or instrument or would permit any party to any such instrument or agreement to terminate or suspend any commitment to lend to CLC or its Subsidiaries or to declare or to cause any such indebtedness to be accelerated or payable before it would otherwise be due; (d) the institution of, any material adverse determination in, or the entry of any default judgment or order or stipulated judgment or order in, any suit, action, arbitration, administrative proceeding, criminal Credit Agreement, June 16, 1997 - 25 - Chemical Leaman Corporation prosecution or governmental investigation against CLC or its Subsidiaries in which the amount in controversy is in excess of $1,000,000, singularly or in the aggregate; or (e) any change in any Regulation, including, without limitation, changes in tax laws and regulations, which would have a Material Adverse Effect on CLC or any of its Subsidiaries. 5.9. Inspection Rights. During regular business hours and then as often as requested of CLC by the Bank, permit the Bank, or any authorized officer, employee, agent, or representative of the Bank to examine and make abstracts from the records and books of account of CLC and its Subsidiaries, wherever located, and to visit the properties of CLC and its Subsidiaries; and to discuss the affairs, finances, and accounts of CLC and its Subsidiaries with CLC's Chairman, President, any executive vice president, it chief financial officer, treasurer, controller or independent accountants. If no Event of Default or Potential Default shall be in existence, the Bank shall limit such examination to four times each calendar year and CLC shall reimburse the Bank its expenses in connection with each such examination promptly following the completion of each such examination. If the inspection shall be made during the continuance of a Potential Default or an Event of Default, CLC shall reimburse the Bank for the Bank's expense of such inspection. At all times, it is understood and agreed by CLC that all expenses in connection with any such inspection which may be incurred by CLC, any officers and employees thereof and the attorneys and independent certified public accountants therefor shall be expenses payable by CLC and shall not be expenses of the Bank. 5.10. Generally Accepted Accounting Principles. Maintain books and records at all times in accordance with Generally Accepted Accounting Principles. 5.11. Compliance with Material Contracts. CLC and its Subsidiaries will comply in all material respects with all obligations, terms, conditions and covenants, as applicable, in all Debt of CLC or its Subsidiaries and all instruments and agreements related thereto, and all other instruments and agreements to which it is a party or by which it is bound or any of its properties is affected and in respect of which the failure to comply reasonably could have a Material Adverse Effect. 5.12. Use of Proceeds. CLC will use the proceeds of any Loan made pursuant hereto only for general corporate purposes, including, but not limited to working capital, letters of credit and the purchase of revenue producing equipment. 5.13. Further Assurances. Do such further acts and things and execute and deliver to the Bank such additional assignments, agreements, powers and instruments, as the Bank may reasonably require or reasonably deem advisable to carry into affect the purposes of this Agreement or to better assure and confirm unto the Bank its rights, powers and remedies hereunder. 5.14. Restrictive Covenants in Other Agreements. In the event that CLC shall enter into or otherwise become subject to or suffer to exist any agreement pertaining to Debt which contains covenants or restrictions that are more restrictive on it than the covenants and restrictions contained in this Agreement, each and every such covenant and restriction shall be deemed incorporated herein by reference as fully as if set forth herein. If and to the extent that any such covenant or restriction shall be inconsistent with or otherwise be in conflict with any covenant or restriction set forth herein (other than by reason of its being more restrictive), this Agreement shall govern. Credit Agreement, June 16, 1997 - 26 - Chemical Leaman Corporation 5.15. Equipment. CLC will grant to the Bank and the Bank shall continue to have a valid, perfected first lien on and security interest in all equipment set forth in Schedule A to the Security Agreement, as provided in such agreement and as amended from time to time. 6. Negative Covenants CLC covenants and agrees that, without the prior written consent of the Bank, from and after the date hereof and so long as the Loan Commitment is in effect or any Obligation remains unpaid or outstanding, it will not and it will not permit its Subsidiaries to: 6.1. Consolidation and Merger. (a) dissolve, (b) adopt or enter into any plan or agreement of liquidation, or (c) merge or consolidate with or into any corporation or acquire all or substantially all of the assets of any Person, unless the surviving entity is CLC. 6.2. Liens. Create, assume or permit to exist any Lien on any of its property or assets, whether now owned or hereafter acquired, or upon any income or profits therefrom, except Permitted Liens. 6.3. Guarantees. Guarantee or otherwise in any way become or be responsible for indebtedness or obligations (including working capital maintenance, take-or-pay contracts) of any other Person, contingently or otherwise, in any amounts that would exceed $1,000,000 in the aggregate. 6.4. Margin Stock. Use or permit any proceeds of the Loans to be used, either directly or indirectly, for the purpose, whether immediate, incidental or ultimate, of buying or carrying margin stock within the meaning of Regulation U of The Board of Governors of the Federal Reserve System, as amended from time to time. 6.5. Acquisitions and Investments. Except as provided in ss.6.1, purchase or otherwise acquire (including without limitation by way of share exchange) any part or amount of the capital stock or assets of, or make any Investments in any other Person; or enter into any new business activities or ventures not directly related to its present business; or create any Subsidiary, except (a) it may acquire and hold stock, obligations or securities received in settlement of debts (created in the ordinary course of business) owing to it, and (b) it may make and own (i) Investments in certificates of deposit or time deposits having maturities in each case not exceeding one year from the date of issuance thereof and issued by a Bank, or any FDIC-insured commercial bank incorporated in the United States or any state thereof having a combined capital and surplus of not less than $150,000,000, (ii) Investments in marketable direct obligations issued or unconditionally guaranteed by the United States of America, any agency thereof, or backed by the full faith and credit of the United States of America, in each case maturing within one year from the date of issuance or acquisition thereof, (iii) Investments in commercial paper issued by a corporation incorporated in the United States or any State thereof maturing no more than one year from the date of issuance thereof and, at the time of acquisition, having a rating of A-1 (or better) by Standard & Poor's Corporation or P-1 (or better) by Moody's Investors Service, Inc., and (iv) Investments in money market mutual funds all of the assets of which are invested in cash or investments described in the immediately preceding clauses (i), (ii) and (iii). 6.6. Transfer of Assets; Nature of Business. Sell, transfer, pledge, assign or otherwise dispose of any of its assets unless such sale or disposition shall be in the ordinary course of its business for value received; or discontinue or liquidate in any material respect any substantial part of its operations or business. Credit Agreement, June 16, 1997 - 27 - Chemical Leaman Corporation 6.7. Restricted Payments. (a) Make or pay any redemptions, repurchases, dividends or distributions of any kind with respect to its capital stock, except that as long as no Event of Default or Potential Default shall be in existence (i) dividends required pursuant to the terms of preferred stock of CLC as such shall exist on the date hereof, (ii) loans to shareholders of CLC which are outstanding as of the date hereof, (iii) loans to David Hamilton made after the date hereof provided the aggregate outstanding balance of such loans do not exceed $350,000 at any time, and (iv) purchases, redemptions or other acquisitions, cancellation or retirement for value of capital stock, or options, warrants, equity appreciation rights or other rights to purchase or acquire capital stock of CLC or any Subsidiary, or similar securities held by officers or employees or former officers or employees of the CLC or any Subsidiary (or their estates), upon death, disability, retirement, or terminating of employment, not to exceed $1,000,000 in any consecutive 12-month period. (b) Make any repayment or advance any monies to any Subsidiary or Affiliate in respect of intercompany obligations, except that as long as no Event of Default or Potential Default shall be in existence repayments or advances may be made to any Subsidiary or Affiliate in the ordinary course of the business of CLC. (c) Make any prepayments or redemptions with respect to (i) any subordinated indebtedness of CLC or any Subsidiary, or (ii) the Senior Notes. Notwithstanding the foregoing, prepayments or redemptions may be made with respect to the Senior Notes as permitted by the terms and conditions of the Indenture as in effect on the date hereof, provided, that no Event of Default or Potential Default shall be in existence or shall be the result of such prepayment or redemption. 6.8. Accounting Change. Make or permit any change in financial accounting policies or financial reporting practices, except as required by Generally Accepted Accounting Principles or regulations of the Securities and Exchange Commission, if applicable. 6.9. Transactions with Affiliates. Enter into any transaction (including, without limitation, the purchase, sale or exchange of property, the rendering of any services or the payment of management fees) with any Affiliate, except transactions in the ordinary course of, and pursuant to the reasonable requirements of, its business, and in good faith and upon commercially reasonable terms. 6.10. Restriction on Amendment of This Agreement. Enter into or otherwise become subject to or suffer to exist any agreement which would require it to obtain the consent of any other person as a condition to the ability of CoreStates and CLC to amend or otherwise modify this Agreement. 6.11. Indebtedness. Create, enter into or allow to exist any indebtedness of CLC or any of its Subsidiaries except (i) the Loans hereunder and the Letters of Credit issued pursuant hereto, (ii) the Senior Notes, (iii) capital lease obligations and/or purchase money security interests limited to assets purchased, the aggregate unpaid balance of which shall not exceed $10,000,000 at any time, and (iv) performance bonds which shall not exceed $10,000,000 in the aggregate outstanding at any time. Credit Agreement, June 16, 1997 - 28 - Chemical Leaman Corporation 7. Financial Covenants CLC covenants and agrees that, without the prior written consent of the Bank, from and after the date hereof and so long as the Loan Commitment is in effect or any Obligation remains unpaid or outstanding: 7.1. Minimum Tangible Net Worth. Tangible Net Worth of CLC, on a consolidated basis, will not at any time be less than the sum of (i) $15,000,000, (ii) fifty percent (50%) of net income for each Fiscal Quarter ending after March 31, 1997 without deduction for any net losses and (iii) 100% of the amount of subordinated debt and equity issued after March 31, 1997, provided however any additions to equity after March 31, 1997 which are made for the sole purpose of enabling CLC to be in compliance with the terms and conditions of this Agreement or any other Loan Document shall not increase the minimum Tangible Net Worth requirement if at the time of such addition CLC shall provide written notice of such purpose to the Bank specifying the amount required therefor. 7.2. Fixed Charge Coverage. The ratio of Cash Flow Available for Fixed Charges to Fixed Charges of CLC for the four (4) most recently ended consecutive Fiscal Quarters shall not be less than 1.10:1. 7.3. Borrowing Base. The aggregate principal amount of Loans outstanding shall not at any time exceed the Borrowing Base or the Loan Commitment, whichever is less; provided, however, that this covenant shall not be deemed breached if, at the time such aggregate amount exceeds said level, within five Business Days after the earlier of the date CLC first has knowledge of such excess or the date of the next Borrowing Base Certificate disclosing the existence of such excess, a prepayment of Loans shall be made in an amount sufficient to assure continued compliance with this covenant in the future. 8. Default 8.1. Events of Default. CLC shall be in default if any one or more of the following events (each an "Event of Default") occurs: (a) Payments. CLC fails to pay any principal of or interest on the Note when due and payable (whether at maturity, by notice of intention to prepay, or otherwise) or fails to pay when it is due and payable any other amount payable under any Loan Document, and such failure shall continue for a period of five days or more. (b) Covenants. CLC fails to observe or perform (1) any term, condition or covenant set forth in ss.5.2, ss.5.4, ss.5.6, ss.5.9, ss.5.10, ss.5.15, ss.ss.6.1 through 6.11 or ss.ss.7.1 through 7.3 of this Agreement, as and when required, or (2) any term, condition or covenant contained in this Agreement or any other Loan Document other than as set forth in (1) above, as and when required and such failure shall continue for a period of 10 days or more. (c) Representations, Warranties. Any representation or warranty made or deemed to be made by CLC herein or in any Loan Document or in any exhibit, schedule, report or certificate delivered pursuant hereto or thereto shall prove to have been false, misleading or incorrect in any material respect when made or deemed to have been made. Credit Agreement, June 16, 1997 - 29 - Chemical Leaman Corporation (d) Bankruptcy. CLC or any Subsidiary is dissolved or liquidated, makes an assignment for the benefit of creditors, files a petition in bankruptcy, is adjudicated insolvent or bankrupt, petitions or applies to any tribunal for any receiver or trustee, commences any proceeding relating to itself under any bankruptcy, reorganization, readjustment of debt, dissolution or liquidation law or statute of any jurisdiction, has commenced against it any such proceeding which remains undismissed for a period of thirty (30) days, or indicates its consent to, approval of or acquiescence in any such proceeding, or any receiver of or trustee for CLC or any Subsidiary or any substantial part of the property of CLC or any Subsidiary is appointed, or if any such receivership or trusteeship to continues undischarged for a period of thirty (30) days. (e) Senior Notes. CLC shall fail to pay any amounts due in respect of the Senior Notes and such failure shall continue beyond any applicable cure period, or CLC shall suffer to exist any default or event of default in the performance or observance, subject to any applicable grace period, of any agreement, term, condition or covenant with respect to any agreement or document relating to the Senior Notes if the effect of such default is to permit, with the giving of notice or passage of time or both, the holders thereof to cause or declare any portion of any borrowings thereunder to become due and payable prior to the date on which it would otherwise be due and payable or require repurchase or redemption of all or any portion of the Senior Notes, provided that during any applicable cure period the Bank's obligations hereunder to make further Loans shall be suspended. (f) Certain Other Defaults. CLC or any Subsidiary shall fail to pay when due any Indebtedness for Borrowed Money other than the Senior Notes, which singularly or in the aggregate exceeds $1,000,000, and such failure shall continue beyond any applicable cure period, or CLC or any Subsidiary shall suffer to exist any default or event of default in the performance or observance, subject to any applicable grace period, of any agreement, term, condition or covenant with respect to any agreement or document relating to Indebtedness for Borrowed Money if the effect of such default is to permit, with the giving of notice or passage of time or both, the holders thereof, or any trustee or agent for said holders, to terminate or suspend any commitment (which is equal to or in excess of $1,000,000) to lend money or to cause or declare any portion of any borrowings thereunder to become due and payable prior to the date on which it would otherwise be due and payable, provided that during any applicable cure period the Bank's obligations hereunder to make further Loans shall be suspended. (g) Judgments. Any judgments against CLC or any Subsidiary or against their assets or property for amounts in excess of $1,000,000 in the aggregate remain unpaid, unstayed on appeal, undischarged, unbonded and undismissed for a period of sixty (60) days. (h) Attachments. Any assets of CLC or any Subsidiary shall be subject to attachments, levies, or garnishments for amounts in excess of $1,000,000 in the aggregate which have not been dissolved or satisfied within twenty (20) days after service of notice thereof to CLC or any Subsidiary. (i) ERISA. Any Reportable Event or any other fact or circumstance which the Bank in good faith determines constitutes ground for the termination of any employee benefit plan maintained for employees of CLC or any ERISA Affiliate and covered by Title IV of ERISA or grounds for the appointment by an appropriate United States District Court of a trustee to administer any such plan, shall have occurred and be continuing for five days, or any such plan shall be terminated within the meaning of such Title IV, or a trustee shall be appointed by the appropriate United States District Credit Agreement, June 16, 1997 - 30 - Chemical Leaman Corporation Court to administer such plan or the Pension Benefit Guaranty Corporation shall institute proceedings to terminate any such plan or to appoint a trustee to administer such plan, if upon the termination of the plan or plans with respect to which any of the foregoing events shall have occurred there is or would be, in the reasonable judgment of the Bank, a material resultant liability of CLC or any ERISA Affiliate. (j) Change in Control. Mr. David R. Hamilton, Mr. George McFadden, Mr. John McFadden and the Estate of Joseph C. Szabo, the members of their immediate families, and trusts they control for the benefit of the members of their immediate families, shall own, in the aggregate, beneficially and of record, less than thirty percent (30%) of the outstanding common stock of CLC. (k) Security Interests. Any security interest created pursuant to any Loan Document shall cease to be in full force and effect, or shall cease in any material respect to give the Bank, the Liens, rights, powers and privileges purported to be created thereby (including, without limitation, a perfected security interest in, and Lien on, all of the Collateral), superior to and prior to the rights of all third Persons, and subject to no other Liens (except as permitted by ss.6.2). (l) Material Adverse Change. There occurs any Material Adverse Change with respect to CLC, or CLC and its Subsidiaries taken as a whole. THEN and in every such event other than those specified in clause (d) above, the Bank may, in its sole discretion, terminate the Loan Commitment (the date of such termination being a Credit Termination Date) and declare the Notes together with accrued interest thereon and all other amounts payable under any Loan Document to be, and the same shall thereupon become, due and payable without presentment, demand, protest or other notice of any kind, all of which are hereby waived by CLC. Upon the occurrence of any event specified in clause (d) above, the Loan Commitment shall automatically terminate and the Notes together with accrued interest thereon and all other amounts payable under any Loan Document shall immediately be due and payable without presentment, demand, protest or other notice of any kind, all of which are hereby waived by CLC. From and after the date an Event of Default shall have occurred and for so long as any Event of Default shall be continuing, the Loan shall bear interest at the Default Rate. Upon the occurrence of an Event of Default, in addition to the rights set forth above, the Bank shall have the immediate right to enforce or realize on any collateral security granted to it in any manner or order it deems expedient without regard to any equitable principles of marshalling or otherwise. In addition to any rights granted hereunder or in any of the other Loan Documents, the Bank shall have all the rights and remedies granted by applicable law, all of which shall be cumulative in nature. 9. Collateral 9.1. Collateral. Except as otherwise specifically set forth herein or in any other Loan Document, any Loans made and outstanding and their repayment at all times shall be secured by a first priority, perfected, security interest in the Collateral (which shall mean Revenue Equipment and is sometimes referred to herein as the "Collateral"). Credit Agreement, June 16, 1997 - 31 - Chemical Leaman Corporation 10. Miscellaneous 10.1. Waiver. No failure or delay on the part of the Bank or any holder of the Note in exercising any right, power or remedy under any Loan Document shall operate as a waiver thereof; nor shall any single or partial exercise of any such right, power or remedy preclude any other or further exercise thereof or the exercise of any other right, power or remedy under any Loan Document. The remedies provided under the Loan Documents are cumulative and not exclusive of any remedies provided by law. 10.2. Amendments. No amendment, modification, termination or waiver of any Loan Document or any provision thereof nor any consent to any departure by CLC therefrom shall be effective unless the same shall have been approved in writing by the Bank, be in writing and be signed by the Bank and CLC and then any such waiver or consent shall be effective only in the instance and for the specific purpose for which given. No notice to or demand on the CLC shall entitle CLC to any other or further notice or demand in similar or other circumstances. 10.3. Governing Law. The Loan Documents and all rights and obligations of the parties thereunder shall be governed by and be construed and enforced in accordance with the laws of the Commonwealth of Pennsylvania without regard to Pennsylvania or federal principles of conflict of laws. 10.4. Participations and Assignments. CLC hereby acknowledges and agrees that CoreStates may at any time: (a) grant participations in all or any portion of the Note or of its right, title and interest therein or in or to this Agreement (collectively, "Participations") to any other lending office of CoreStates or to any other bank, lending institution or other entity which has the requisite sophistication to evaluate the merits and risks of investments in Participations ("Participants"); provided, however, that: (i) all amounts payable by CLC hereunder shall be determined as if CoreStates had not granted such Participation; and (ii) any agreement pursuant to which CoreStates may grant a Participation: (x) shall provide that CoreStates shall retain the sole right and responsibility to enforce the obligations of CLC hereunder including, without limitation, the right to approve any amendment, modification or waiver of any provisions of this Agreement; and (y) such participation agreement may provide that CoreStates will not agree to any modification, amendment or waiver of this Agreement without the consent of the Participant if such modification, amendment or waiver would reduce the principal of or rate of interest on any Loan or postpone the date fixed for any payment of principal of or interest on any Loan; and (b) CoreStates may assign any of its obligations under this Agreement and the Loan Documents, provided it shall retain at least $10,000,000 of the Loan Commitment and shall serve as agent for all assignees. 10.5. Captions. Captions in the Loan Documents are included for convenience of reference only and shall not constitute a part of any Loan Document for any other purpose. 10.6. Notices. All notices, requests, demands, directions, declarations and other communications between the Bank and the CLC provided for in any Loan Document shall, except as otherwise expressly provided, be mailed by registered or certified mail, return receipt requested, or telegraphed, or faxed, or delivered in hand to the applicable party at its address indicated opposite its name on the signature pages hereto. The foregoing shall be effective and deemed received three days after being deposited in the mails, postage prepaid, addressed as aforesaid and shall whenever sent by telegram, telegraph or fax or delivered in hand be effective when received. Any party may change its address by a communication in accordance herewith. Credit Agreement, June 16, 1997 - 32 - Chemical Leaman Corporation 10.7. Expenses; Indemnification. CLC will from time to time reimburse the Bank promptly following demand for all reasonable out-of-pocket expenses (including the reasonable fees and expenses of legal counsel) in connection with (i) the preparation of the Loan Documents, (ii) the making of any Loans, (iii) the administration of the Loan Documents, and (iv) the enforcement of the Loan Documents. In addition to the payment of the foregoing expenses, CLC hereby agrees to indemnify, protect and hold the Bank and any holder of the Note and the officers, directors, employees, agents, affiliates and attorneys of the Bank and such holder (collectively, the "Indemnitees") harmless from and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses and disbursements of any kind or nature, including reasonable fees and expenses of legal counsel, which may be imposed on, incurred by, or asserted against such Indemnitee by CLC or other third parties and arise out of or relate to this Agreement or the other Loan Documents or any other matter whatsoever related to the transactions contemplated by or referred to in this Agreement or the other Loan Documents; provided, however, that CLC shall have no obligation to an Indemnitee hereunder to the extent that the liability incurred by such Indemnitee has been determined by a court of competent jurisdiction to be the result of gross negligence or willful misconduct of such Indemnitee. 10.8. Survival of Warranties and Certain Agreements. All agreements, representations and warranties made or deemed made herein shall survive the execution and delivery of this Agreement, the making of the Loans hereunder and the execution and delivery of the Note. Notwithstanding anything in this Agreement or implied by law to the contrary, the agreements of CLC set forth in ss.ss.2.8, 2.9, and 10.7 shall survive the payment of the Loans and the termination of this Agreement. This Agreement shall remain in full force and effect until the repayment in full of all amounts owed by CLC under the Note or any other Loan Document. 10.9. Severability. The invalidity, illegality or unenforceability in any jurisdiction of any provision in or obligation under this Agreement, the Note or other Loan Documents shall not affect or impair the validity, legality or enforceability of the remaining provisions or obligations under this Agreement, the Note or other Loan Documents or of such provision or obligation in any other jurisdiction. 10.10. No Fiduciary Relationship. No provision in this Agreement or in any of the other Loan Documents and no course of dealing between the parties shall be deemed to create any fiduciary duty by the Bank to CLC. 10.11. CONSENT TO JURISDICTION AND SERVICE OF PROCESS. CLC AND CORESTATES EACH HEREBY CONSENTS TO THE JURISDICTION OF ANY STATE OR FEDERAL COURT LOCATED WITHIN THE EASTERN DISTRICT OF PENNSYLVANIA AND IRREVOCABLY AGREES THAT, ANY ACTIONS OR PROCEEDINGS ARISING OUT OF OR RELATING TO THE NOTE, THIS AGREEMENT OR THE OTHER LOAN DOCUMENTS MAY BE LITIGATED IN SUCH COURTS. EACH PARTY TO THIS AGREEMENT ACCEPTS FOR ITSELF AND IN CONNECTION WITH ITS PROPERTIES, GENERALLY AND UNCONDITIONALLY, THE NONEXCLUSIVE JURISDICTION OF THE AFORESAID COURTS AND WAIVES ANY DEFENSE OF FORUM NON CONVENIENS, AND IRREVOCABLY AGREES TO BE BOUND BY ANY JUDGMENT RENDERED THEREBY IN CONNECTION WITH THIS AGREEMENT, ANY NOTE, OR SUCH OTHER LOAN DOCUMENT. 10.12. WAIVER OF JURY TRIAL. CLC AND CORESTATES EACH HEREBY WAIVES ITS RESPECTIVE RIGHTS TO A JURY TRIAL OF ANY CLAIM OR CAUSE OF ACTION BASED UPON Credit Agreement, June 16, 1997 - 33 - Chemical Leaman Corporation OR ARISING OUT OF THIS AGREEMENT, ANY OF THE LOAN DOCUMENTS, OR ANY DEALINGS BETWEEN THEM RELATING TO THE SUBJECT MATTER OF THIS AGREEMENT AND THE LENDER/BORROWER RELATIONSHIP ESTABLISHED HEREBY. THE SCOPE OF THIS WAIVER IS INTENDED TO BE ALL-ENCOMPASSING OF ANY AND ALL DISPUTES THAT MAY BE FILED IN ANY COURT AND THAT RELATE TO THE SUBJECT MATTER OF THIS TRANSACTION, INCLUDING WITHOUT LIMITATION, CONTRACT CLAIMS, TORT CLAIMS, BREACH OF DUTY CLAIMS, AND ALL OTHER COMMON LAW AND STATUTORY CLAIMS. CLC AND CORESTATES EACH ACKNOWLEDGES THAT THIS WAIVER IS A MATERIAL INDUCEMENT TO THE TRANSACTION, THAT EACH HAS ALREADY RELIED ON THE WAIVER IN ENTERING INTO THIS AGREEMENT AND THAT EACH WILL CONTINUE TO RELY ON THE WAIVER IN THEIR RELATED FUTURE DEALINGS. CLC AND CORESTATES EACH FURTHER WARRANTS AND REPRESENTS THAT EACH HAS REVIEWED THIS WAIVER WITH ITS LEGAL COUNSEL, AND THAT EACH KNOWINGLY AND VOLUNTARILY WAIVES ITS JURY TRIAL RIGHTS FOLLOWING CONSULTATION WITH LEGAL COUNSEL. THIS WAIVER IS IRREVOCABLE, AND THE WAIVER SHALL APPLY TO ANY SUBSEQUENT AMENDMENTS, RENEWALS, SUPPLEMENTS, MODIFICATIONS, REPLACEMENTS OR RESTATEMENTS TO THIS AGREEMENT, THE LOAN DOCUMENTS, OR TO ANY OTHER DOCUMENTS OR AGREEMENTS RELATING TO THE LOANS. IN THE EVENT OF LITIGATION, THIS AGREEMENT MAY BE FILED AS A WRITTEN CONSENT TO A TRIAL BY THE COURT. 10.13. Counterparts; Effectiveness. This Agreement and any amendment hereto or waiver hereof may be signed in any number of counterparts, each of which shall be an original, with the same effect as if the signatures thereto and hereto were upon the same instrument. This Agreement and any amendments hereto or waivers hereof shall become effective when the Bank shall have received signed counterparts or notice by fax of the signature page that the counterpart has been signed and is being delivered to it or facsimile that such counterparts have been signed by all the parties hereto or thereto. 10.14. Use of Defined Terms. All words used herein in the singular or plural shall be deemed to have been used in the plural or singular where the context or construction so requires. Any defined term used in the singular preceded by "any" shall be taken to indicate any number of the members of the relevant class. 10.15. Offsets. Nothing in this Agreement shall be deemed a waiver or prohibition of the Bank's right of banker's lien or offset. 10.16. Entire Agreement. This Agreement, the Note issued hereunder and the other Loan Documents constitute the entire understanding of the parties hereto as of the date hereof with respect to the subject matter hereof and thereof and supersede any prior agreements, written or oral, with respect hereto or thereto. 10.17. CLTL Agreement. Simultaneously with the execution and delivery of this Agreement, the commitment of CoreStates Bank to make loans or issue letters of credit under the CLTL Credit Agreement are hereby terminated. 10.18. Consolidated Basis. Unless the context otherwise requires, references to CLC in this Agreement shall mean CLC and its Subsidiaries and financial information shall be provided on a consolidated basis. Credit Agreement, June 16, 1997 - 34 - Chemical Leaman Corporation IN WITNESS WHEREOF, the parties hereto have each caused this Agreement to be duly executed by their duly authorized representatives as of the date first above written. CHEMICAL LEAMAN CORPORATION By: /s/ David M. Boucher ----------------------------- Name: David M. Boucher Title: Senior Vice President Notices To: Mr. David M. Boucher Senior Vice President and Chief Financial Officer Chemical Leaman Corporation 102 Pickering Way Lionville, PA 19341-0200 FAX No. 610-363-4233 CORESTATES BANK, N.A. By: /s/ David D'Antonio ----------------------------- Name: David D'Antonio Title: Vice President Notices To: Mr. David D'Antonio Vice President CoreStates Bank, N.A. Transportation Leasing and Construction Industry Services FC 1-8-11-24 1339 Chestnut Street Philadelphia, PA 19107 FAX No. 215-786-7704 Chemical Leaman Tank Lines, Inc. hereby terminates the commitment of CoreStates Bank, N.A. as permitted by Section 1.5 of the CLTL Credit Agreement and consents to Section 10.17 of the foregoing agreement. CHEMICAL LEAMAN TANK LINES, INC. By: /s/ David M. Boucher ----------------------------- Name: David M. Boucher Title: Senior Vice President Credit Agreement, June 16, 1997 - 35 - Chemical Leaman Corporation Reference Table of Definitions definition page defined Additional Amount.........................................................15 Adjusted Appraised Value...................................................1 Administrative Fee........................................................13 Affiliate..................................................................2 Agreement..................................................................2 Appraised Value............................................................2 Bank.......................................................................1 Base Rate..................................................................2 Borrowing Base.............................................................2 Borrowing Base Certificate.................................................2 Business Day...............................................................2 Capitalized Lease..........................................................3 Capitalized Lease Obligations..............................................3 Code.......................................................................3 Collateral................................................................31 Commitment Fee............................................................13 Compliance Certificate....................................................21 CoreStates.................................................................1 CoreStates Bank............................................................1 Credit Termination Date...................................................11 Debt.......................................................................3 Default Rate...............................................................3 Dollars....................................................................3 Environmental Control Statutes.............................................3 ERISA......................................................................4 ERISA Affiliate............................................................4 Event of Default..........................................................29 Federal Funds Rate.........................................................4 Fiscal Quarter.............................................................4 Fiscal Year................................................................4 GAAP.......................................................................4 Generally Accepted Accounting Principles...................................4 Governmental Authority.....................................................4 Hazardous Substances.......................................................4 Indebtedness for Borrowed Money............................................4 Indemnitees...............................................................33 Interest Period............................................................5 Investment.................................................................5 Letter of Credit..........................................................10 LIBO Rate..................................................................5 LIBO Rate Loans............................................................6 LIBO Rate Reserve Percentage...............................................6 Credit Agreement, June 16, 1997 - 36 - Chemical Leaman Corporation Lien.......................................................................6 Loan......................................................................10 Loan Commitment...........................................................10 Loan Documents.............................................................6 Loans.....................................................................10 Material Adverse Change....................................................6 Material Adverse Effect....................................................6 MLC........................................................................1 Multiemployer Plan.........................................................6 Note......................................................................11 Obligations................................................................7 Participants..............................................................32 Participations............................................................32 PBGC.......................................................................7 Pension Plan...............................................................7 Permitted Liens............................................................7 Person.....................................................................7 Plan.......................................................................7 Potential Default..........................................................8 Prohibited Transaction.....................................................8 Regulation.................................................................8 Regulation D...............................................................8 Regulatory Change..........................................................8 Release....................................................................8 Reportable Event...........................................................8 Revenue Equipment..........................................................8 Security Agreement.........................................................8 Solvent....................................................................9 Subsidiary.................................................................9 Tangible Assets............................................................9 Tangible Net Worth.........................................................9 Taxes......................................................................9 Termination Event..........................................................9 Unfunded Pension Liabilities...............................................9 Unrecognized Retiree Welfare Liability.....................................9 Credit Agreement, June 16, 1997 - 37 - Chemical Leaman Corporation EXHIBIT A [GRAPHIC OMITTED] Note $20,000,000 Philadelphia, PA ______ __, 1997 For Value Received, CHEMICAL LEAMAN CORPORATION, a Pennsylvania corporation ("CLC"), hereby promises to pay to the order of CORESTATES BANK, N.A. (the "Bank"), in lawful currency of the United States of America in immediately available funds at the Bank's offices located at Broad and Chestnut Streets, Philadelphia, Pennsylvania, on the earlier to occur of acceleration of the maturity date as provided in the Credit Agreement described below or the Credit Termination Date as therein defined, the principal sum of TWENTY MILLION DOLLARS ($20,000,000) or, if less, the then unpaid principal amount of all Loans made by the Bank pursuant to the Credit Agreement (defined below). CLC promises also to pay interest on the unpaid principal amount hereof in like money at such office from the date hereof until paid in full at the rates and at the times provided in the Credit Agreement. This Note is the Note referred to in, is entitled to the benefits of and is secured by security interests referred to in the Credit Agreement, dated as of June 16, 1997 by and between CLC and the Bank (as such may be amended, modified, supplemented, restated or replaced from time to time, the "Credit Agreement"). Capitalized terms used in this Note but not defined herein shall have the meanings ascribed to such terms in the Credit Agreement. This Note is subject to voluntary prepayment and mandatory repayment prior to demand, acceleration of maturity or the Credit Termination Date, in whole or in part, as provided in the Credit Agreement. In case an Event of Default shall occur and be continuing, the maturity date of the principal of and the accrued interest on this Note may be accelerated and be declared to be due and payable in the manner and with the effect provided in the Credit Agreement. CLC hereby waives presentment, demand, protest or notice of any kind in connection with this Note. Notwithstanding the face amount of this Note, the undersigned's liability hereunder shall be limited, at all times, to the actual aggregate outstanding indebtedness to the Bank relating to the Bank's Loans, including all principal and interest, together with all fees and expenses as provided in the Credit Agreement, as established by the Bank's books and records which shall be conclusive absent manifest error. Note - 1 - DRAFT: June 13, 1997 THIS NOTE SHALL BE CONSTRUED IN ACCORDANCE WITH AND BE GOVERNED BY THE LAW OF THE COMMONWEALTH OF PENNSYLVANIA WITHOUT REGARD TO PENNSYLVANIA OR FEDERAL PRINCIPLES OR CONFLICT OF LAWS. IN WITNESS WHEREOF, and intending to be legally bound hereby, CLC has caused this Note to be executed by its duly authorized officer as of the date and year first above written. CHEMICAL LEAMAN CORPORATION By ----------------------------------- Name: Title: Note - 2 - DRAFT: June 13, 1997 SCHEDULE 1 1.1 "Permitted Liens" Permitted Liens including Liens securing indebtedness which will be paid off with the proceeds of the Senior Notes. 3.2 Corporate Authority, Validity, Etc. PRINCIPAL STOCKHOLDERS The following table sets forth the beneficial ownership of the Company's Common Stock as of March 30, 1997 with respect to each of the Company's directors, the named executive officers, all directors and executive officers as a group and each person who owns more than 5% of the Company's Common Stock. Number Percentage of of Shares Outstanding Beneficially Shares of Name and Address of Beneficial Owner(1) Owned Common Stock - --------------------------------------- ------------ ------------- David R. Hamilton ....................... 216,600(2) 37.3% George McFadden ......................... 186,200(3) 32.0% John H. McFadden ........................ 43,400 7.5% G. Michael Cronk ........................ 13,600 2.3% Samuel F. Niness, Jr. ................... -- -- David M. Boucher ........................ 8,750 1.5% Philip J. Ringo ......................... 17,450 3.0% Eugene C. Parkerson ..................... 11,650 2.0% Samuel C. Hamilton, Jr. ................. 1,000 .2% Charles E. Fernald, Jr. ................. -- -- Reuben M. Rosenthal ..................... 8,750 1.5% Fernando C. Colon-Osorio ................ 6,975 1.2% Karen Szabo Lloyd ....................... 30,200(4) 5.2% Directors and executive officers as a group (12 persons) .................... 518,445 89.2% - ---------- (1) Unless otherwise specified, the address of each listed beneficial owner is 102 Pickering Way, Exton, PA 19341. (2) Includes 61,200 shares held in trust for the benefit of Mr. Hamilton's children. (3) Includes 35,800 shares owned by other family members and 105,200 shares owned in trust for the benefit of Mr. McFadden and other family members. (4) Issuable upon conversion of preferred stock. 3.3 Litigation Environmental Matters The Company's operations and properties are subject to a wide variety of increasingly complex and stringent federal, state, local and foreign laws and regulations, including those governing the use, storage, handling, transport, generation, treatment, release, discharge and disposal of certain materials, substances and wastes, the remediation of contaminated soil and groundwater, and the health and safety of employees (collectively, "Environmental Laws"). As such, the nature of the Company's operations exposes it to the risk of claims with respect to such matters and there can be no assurance that material costs or liabilities will not be incurred in connection with such claims. The Company believes that it is in compliance in all material respects with all applicable Environmental Laws. Changes in Environmental Laws have resulted in claims against the Company which arise from unintentional contamination as a consequence of past waste disposal and treatment practices. Company management has instituted policies and procedures intended to achieve compliance with all applicable Environmental Laws. Compliance with such Environmental Laws is one of the principal cornerstones of its business strategy due to its critical importance to both the customer and the Company's operations. Environmental issues confronting the Company may be separated into two separate and distinct categories. The first category is exposure to remedial and investigatory costs associated with the Company's historic operations. The second is exposure to costs associated with ongoing environmental compliance. The Company's wholly-owned subsidiary, EnviroPower, Inc., is staffed with environmental experts who manage the Company's environmental exposure relating to historic operations and develop policies and procedures, including periodic audits of the Company's terminals and tank cleaning facilities, in order to minimize the existence of circumstances that could lead to future environmental exposure. None of the current audits has identified any material potential liability under Environmental Laws at or involving existing Company facilities, except for the Bridgeport, New Jersey site and certain other sites discussed below. EnviroPower manages and oversees the Company's involvement in two sites located in Bridgeport, New Jersey and West Caln Township, Pennsylvania, which have been designated as Superfund Sites by the U.S. Environmental Protection Agency ("EPA"). EnviroPower is also the Company's principal interface with the EPA and various state environmental agencies. The Company is currently solely responsible for remediation of the following two sites: Bridgeport, New Jersey. During 1991, the Company entered into a Consent Decree with the EPA filed in the U.S. District Court for the District of New Jersey, U.S. v. Chemical Leaman Tank Lines, Inc., Civil Action No. 91-2637 (JFG) (D.N.J.), with respect to its site located in Bridgeport, New Jersey, requiring the Company to remediate groundwater contamination. The Consent Decree allowed the Company to undertake Remedial Design and Remedial Action ("RD/RA") related to the groundwater operable unit of the cleanup. Costs associated with performing the RD/RA were $1.2 million in 1996. No decision has been made as to the extent of soil remediation to be required, if any. In August 1994, the EPA issued a Record of Decision ("ROD") selecting a remedy for the wetlands operable unit at the Bridgeport site. The Company has submitted comments to the EPA that dispute the merits of the EPA's remedy. In the last quarter of 1996, the EPA issued demands to the Company for reimbursement of approximately $2.5 million in alleged EPA past response costs at the site for the groundwater and wetlands operable units, and the Company expects that additional demands may be issued in the future. The Company is involved in settlement negotiations related to the matter. The government has not made a claim against the Company for natural resource damages. The Company is in litigation with its insurers to recover its costs in connection with the environmental cleanup at the Bridgeport site. On April 7, 1993, the U.S. District Court for the District of New Jersey entered a judgment requiring the insurers to reimburse the Company for substantially all past and future environmental cleanup costs at the Bridgeport site. The insurers appealed the judgment to the U.S. Court of Appeals for the Third Circuit, but before the appeal was decided the Company and its primary insurer settled all of the Company's claims, including claims asserted or to be asserted at other sites, for $11.5 million. This insurer dismissed its appeal, but the excess carriers did not. On June 20, 1996, the U.S. Court of Appeals affirmed the judgment against the excess insurance carriers, except for the allocation of liability among applicable policies, and remanded the case for an allocation of damage liability among the insurers and applicable policies on a several basis. The allocation proceeding and the Company's petition for recovery of its legal costs are presently pending before the U.S. District Court. While the excess insurers are continuing to contest the extent of their coverage and the allocation methods proposed by the Company, the Company expects to receive insurance proceeds sufficient to recover substantially all of the costs of remediating the Bridgeport site, including attorney fees and expenses. West Caln Township, Pennsylvania. The EPA has alleged that the Company disposed of hazardous materials at the William Dick Lagoons Superfund Site located in West Caln Township, Pennsylvania. In 1991, the EPA issued ROD I, requiring the installation of a public water supply for some residents near the site. In November 1991, the EPA issued special notice letters to the Company and another potentially responsible party ("PRP") soliciting implementation of ROD I. In March 1992, the EPA issued a uniliateral order to the Company and the other party directing them to implement ROD I. The Company declined to comply based on its belief that it had sufficient cause not to comply. In April 1993, the EPA issued ROD II, selecting a remedy for the soil remediation phase of this cleanup program. The EPA and the Company agreed that the Company would be afforded the opportunity to implement its preferred remedy for the soil remediation phase and to settle its differences with the EPA regarding the public water supply issue. Pursuant to a Consent Decree lodged with the U.S. District Court for the Eastern District of Pennsylvania on October 10, 1995, U.S. v. Chemical Leaman Tank Lines, Inc., Civil Action No. 95-CV-4264 (RJB) (E.D.P.A.), the Company paid the EPA $713,674 in June 1996, $713,674 in October 1996, and approximately $300,000 in November 1995, and established a $300,000 irrevocable standby letter of credit. These payments settled the EPA's claim relating to past response costs and failure to install a public water supply in accordance with ROD I. The Consent Decree requires the Company to make an additional payment to the EPA of $700,000 in October 1997, perform an interim groundwater remedy at the site, and finance the soil remedy. The Consent Decree does not cover the final groundwater remedy or other site remedies, or claims, if any, for natural resource damages. Other Environmental Matters. The Company has been named as a PRP under CERLCA and similar state laws at approximately 35 former waste treatment and/or disposal sites. In general, the Company is among several PRPs named at these sites. Based on the information known at this time, the Company's involvement at these sites generally arises from shipment of wastes by or for the Company in the ordinary course of business over many years to sites, now contaminated, that are owned and operated by third parties. Given the nature of the Company's involvement and the expected participation of a number of other PRP's at these sites, the Company does not believes its liability at these third party sites will be material. There can be no assurance, however, that costs associated with these sites, individually or in the aggregate, will not be material. The Company is also incurring expenses resulting from the remediation of certain Company-owned sites. In April 1997, the Company received a request from the New York State Department of Environmental Conservation to perform a Remedial Investigation and Feasibility Study relating to certain former surface impoundments previously closed by the Company at its Tonawanda, New York Terminal. The Company has indicated its willingness to perform a mutually acceptable Remedial Investigation and Feasibility Study. In 1994, the Company entered into an Administrative Consent Order ("ACO") with the West Virginia Division of Environmental Protection ("DEP") to undertake the investigation and remediation of a former lagoon at its former facility in Putnam County, West Virginia. In accordance with the ACO, the Company has submitted a workplan to DEP to address potential sludge and soil contamination. The extent of groundwater remediation to be required, if any, has not been determined. The Company has also undertaken the removal of all underground storage tanks at its owned and operated facilities. This project is being managed by EnviroPower staff and will be completed by the end of 1998 at an estimated cost of $2 million, of which 1.5 million has been expended to date. Although the extent and timing of the litigation, settlement and possible cleanup costs at the foregoing sites, other than certain phases of the Bridgeport and West Caln Township sites, are not reasonably estimable at this time, it is anticipated that the Company will continue to incur costs with respect to such sites and there can be no assurance that such costs will not have a material adverse effect on the Company's financial condition or results of operations. The Company has recorded total charges to income $2.3 million and $2.4 million in 1996 and 1995, respectively, with regard to the foregoing environmental matters and expects to continue to incur costs for environmental matters generally for the foreseeable future. Legal Proceedings The Company is a party to a lawsuit filed in 1987 against the Company and approximately 25 other defendants in the Superior Court of New Jersey, Passaic County (A.L.U. Textile Combining Corp. et al. v. Texaco Chemical Co., et al., No. L-23905-87). The approximately 175 plaintiffs seek damages claimed to exceed $100 million resulting from a fire set to a building by trespassing arsonists. The plaintiffs allege that the Company was negligent by delivering a shipment of naphthalene to an outdoor facility where it could be ignited by trespassers. The Company has denied any liability and has asserted cross-claims against the other defendants. Discovery in the lawsuit has not yet been concluded. The Company is currently in negotiations concerning a settlement of the claim. If a settlement cannot be successfully concluded, the Company intends to defend against the lawsuit and believes that it has meritorious defenses. There can be no assurance that any settlement will be successfully concluded or that the terms of any settlement or other resolution of the lawsuit would not have a material adverse effect on the Company's financial condition or results of operations. In connection with a dispute between the Company and a multiemployer pension plan covering certain of the Company's union employees, the plan's trustees have threatened to terminate the Company's participation in the pension plan with respect to some of its employees. If such termination were to occur, the plan's trustees have indicated that the Company would be required to pay a partial withdrawal liability in the amount of approximately $3.8 million over a period of two years commencing in 1999. The Company is currently negotiating with the turstees concerning a possible settlement of the dispute, which would permit all of the Company's covered operations to continue to participate in the pension plan in exchange for either increased future contributions or increased covered employment. There can be no assurance that any settlement agreement will be reached. The Company believes that the ultimate resolution of this matter will not have a material adverse effect on the Company's financial condition or results of operations. In addition to the matters described above and under "Environmental Matters," the Company is a party to routine litigation incidental to its business, primarily involving claims for personal injury or property damages incurred in the transportation of chemicals. Except as described above and under "Environmental Matters," the Company is not a party to any litigation, and is not aware of any threatened claims, that could materially adversely affect the Company's financial condition or results of operations. 3.4 ERISA In connection with a dispute between the Company and a multiemployer pension plan covering certain of the Company's union employees (Central States), the plan's trustees have threatened to terminate the Company's participation in the pension plan with respect to some of its employees. If such termination were to occur, the plan's trustees have indicated that the Company would be required to pay a partial withdrawal liability in the amount of approximately $3.8 million over a period of two years commencing in 1999. The Company is currently negotiating with the trustees concerning a possible settlement of the dispute, which would permit all of the Company's covered operations to continue to participate in the pension plan in exchange for either increased future contributions or increased covered employment. There can be no assurance that any settlement agreement will be reached. The Company believes that the ultimate resolution of this matter will not have a material adverse effect on the Company's financial condition or results of operations. 3.5 Financial Statements None. 3.7 Taxes None. 3.10(b) Hazardous Wastes, Substances and Petroleum Products Environmental Matters The Company's operations and properties are subject to a wide variety of increasingly complex and stringent federal, state, local and foreign laws and regulations, including those governing the use, storage, handling, transport, generation, treatment, release, discharge and disposal of certain materials, substances and wastes, the remediation of contaminated soil and groundwater, and the health and safety of employees (collectively, "Environmental Laws"). As such, the nature of the Company's operations exposes it to the risk of claims with respect to such matters and there can be no assurance that material costs or liabilities will not be incurred in connection with such claims. The Company believes that it is in compliance in all material respects with all applicable Environmental Laws. Changes in Environmental Laws have resulted in claims against the Company which arise from unintentional contamination as a consequence of past waste disposal and treatment practices. Company management has instituted policies and procedures intended to achieve compliance with all applicable Environmental Laws. Compliance with such Environmental Laws is one of the principal cornerstones of its business strategy due to its critical importance to both the customer and the Company's operations. Environmental issues confronting the Company may be separated into two separate and distinct categories. The first category is exposure to remedial and investigatory costs associated with the Company's historic operations. The second is exposure to costs associated with ongoing environmental compliance. The Company's wholly-owned subsidiary, EnviroPower, Inc., is staffed with environmental experts who manage the Company's environmental exposure relating to historic operations and develop policies and procedures, including periodic audits of the Company's terminals and tank cleaning facilities, in order to minimize the existence of circumstances that could lead to future environmental exposure. None of the current audits has identified any material potential liability under Environmental Laws at or involving existing Company facilities, except for the Bridgeport, New Jersey site and certain other sites discussed below. EnviroPower manages and oversees the Company's involvement in two sites located in Bridgeport, New Jersey and West Caln Township, Pennsylvania, which have been designated as Superfund Sites by the U.S. Environmental Protection Agency ("EPA"). EnviroPower is also the Company's principal interface with the EPA and various state environmental agencies. The Company is currently solely responsible for remediation of the following two sites: Bridgeport, New Jersey. During 1991, the Company entered into a Consent Decree with the EPA filed in the U.S. District Court for the District of New Jersey, U.S. v. Chemical Leaman Tank Lines, Inc., Civil Action No. 91-2637 (JFG) (D.N.J.), with respect to its site located in Bridgeport, New Jersey, requiring the Company to remediate groundwater contamination. The Consent Decree allowed the Company to undertake Remedial Design and Remedial Action ("RD/RA") related to the groundwater operable unit of the cleanup. Costs associated with performing the RD/RA were $1.2 million in 1996. No decision has been made as to the extent of soil remediation to be required, if any. In August 1994, the EPA issued a Record of Decision ("ROD") selecting a remedy for the wetlands operable unit at the Bridgeport site. The Company has submitted comments to the EPA that dispute the merits of the EPA's remedy. In the last quarter of 1996, the EPA issued demands to the Company for reimbursement of approximately $2.5 million in alleged EPA past response costs at the site for the groundwater and wetlands operable units, and the Company expects that additional demands may be issued in the future. The Company is involved in settlement negotiations related to the matter. The government has not made a claim against the Company for natural resource damages. The Company is in litigation with its insurers to recover its costs in connection with the environmental cleanup at the Bridgeport site. On April 7, 1993, the U.S. District Court for the District of New Jersey entered a judgment requiring the insurers to reimburse the Company for substantially all past and future environmental cleanup costs at the Bridgeport site. The insurers appealed the judgment to the U.S. Court of Appeals for the Third Circuit, but before the appeal was decided the Company and its primary insurer settled all of the Company's claims, including claims asserted or to be asserted at other sites, for $11.5 million. This insurer dismissed its appeal, but the excess carriers did not. On June 20, 1996, the U.S. Court of Appeals affirmed the judgment against the excess insurance carriers, except for allocation of liability among applicable policies, and remanded the case for an allocation of damage liability among the insurers and applicable policies on a several basis. The allocation proceeding and the Company's petition for recovery of its legal costs are presently pending before the U.S. District Court. While the excess insurers are continuing to contest the extent of their coverage and the allocation methods proposed by the Company, the Company expects to receive insurance proceeds sufficient to recover substantially all of the costs of remediating the Bridgeport site, including attorney fees and expenses. West Caln Township, Pennsylvania. The EPA has alleged that the Company disposed of hazardous materials at the William Dick Lagoons Superfund Site located in West Caln Township, Pennsylvania. In 1991, the EPA issued ROD I, requiring the installation of a public water supply for some residents near the site. In November 1991, the EPA issued special notice letters to the Company and another potentially responsible party ("PRP") soliciting implementation of ROD I. In March 1992, the EPA issued a unilateral order to the Company and the other party directing them to implement ROD I. The Company declined to comply based on its belief that it had sufficient cause not to comply. In April 1993, the EPA issued ROD II, selecting a remedy for the soil remediation phase of this cleanup program. The EPA and the Company agreed that the Company would be afforded the opportunity to implement its preferred remedy for the soil remediation phase and to settle its differences with the EPA regarding the public water supply issue. Pursuant to a Consent Decree lodged with the U.S. District Court for the Eastern District of Pennsylvania on October 10, 1995, U.S. v. Chemical Leaman Tank Lines, Inc., Civil Action No. 95-CV-4264 (RJB) (E.D.P.A.), the Company paid the EPA $713,674 in June 1996, $713,674 in October 1996, and approximately $300,000 in November 1995, and established a $300,000 irrevocable standby letter of credit. These payments settled the EPA's claim relating to past response costs and failure to install a public water supply in accordance with ROD I. The Consent Decree requires the Company to make an additional payment to the EPA of $700,000 in October 1997, perform an interim groundwater remedy at the site, and finance the soil remedy. The Consent Decree does not cover the final groundwater remedy or other site remedies, or claims, if any, for natural resource damages. Other Environmental Matters. The Company has been named as a PRP under CERLCA and similar state laws at approximately 35 former waste treatment and/or disposal sites. In general, the Company is among several PRPs named at these sites. Based on the information known at this time, the Company's involvement at these sites generally arises from shipment of wastes by or for the Company in the ordinary course of business over many years to sites, now contaminated, that are owned and operated by third parties. Given the nature of the Company's involvement and the expected participation of a number of other PRP's at these sites, the Company does not believe its liability at these third party sites will be material. There can be no assurance, however, that costs associated with these sites, individually or in the aggregate, will not be material. The Company is also incurring expenses resulting from the remediation of certain Company-owned sites. In April 1997, the Company received a request from the New York State Department of Environmental Conservation to perform a Remedial Investigation and Feasibility Study relating to certain former surface impoundments previously closed by the Company at its Tonawanda, New York Terminal. The Company has indicated its willingness to perform a mutually acceptable Remedial Investigation and Feasibility Study. In 1994, the Company entered into an Administrative Consent Order ("ACO") with the West Virginia Division of Environmental Protection ("DEP") to undertake the investigation and remediation of a former lagoon at its former facility in Putnam County, West Virginia. In accordance with the ACO, the Company has submitted a workplan to DEP to address potential sludge and soil contamination. The extent of groundwater remediation to be required, if any, has not been determined. The Company has also undertaken the removal of all underground storage tanks at its owned and operated facilities. This project is being managed by EnviroPower staff and will be completed by the end of 1998 at an estimated cost of $2 million, of which $1.5 million has been expended to date. Although the extent and timing of the litigation, settlement and possible cleanup costs at the foregoing sites, other than certain phases of the Bridgeport and West Caln Township sites, are not reasonably estimable at this time, it is anticipated that the Company will continue to incur costs with respect to such sites and there can be no assurance that such costs will not have a material adverse effect on the Company's financial condition or results of operations. The Company has recorded total charges to income of $2.3 million and $2.4 million in 1996 and 1995, respectively, with regard to the foregoing environmental matters and expects to continue to incur costs for environmental matters generally for the foreseeable future. 3.12 SUBSIDIARIES, Etc. Chemical Leaman Tank Lines, Inc. Fleet Transport Company, Inc. Chemical Properties, Inc. Power Purchasing, Inc. American Transinsurance Group, Inc. Capacity Management Services, Inc. Quala Systems, Inc. Pickering Way Funding Corp. Enviropower, Inc. Core Logistics Management, Inc. Leaman Air Services, Inc. 3.13 TITLE TO PROPERTIES, LEASES Permitted Liens including Liens securing indebtedness which will be paid off with the proceeds of the Senior Notes. EX-10.3 10 PURCHASE AGREEMENT EXHIBIT 10.3 THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT") OR ANY APPLICABLE STATE SECURITIES LAWS AND ARE BEING OFFERED AND SOLD IN RELIANCE ON EXEMPTIONS FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND FROM EXEMPTIONS FROM REGISTRATION UNDER APPLICABLE STATE SECURITIES LAWS. THE TRANSFER OF THESE SECURITIES IS RESTRICTED BY SUCH LAWS AND THE TERMS OF THIS AGREEMENT AND MAY NOT BE SOLD, OFFERED, TRANSFERRED OR OTHERWISE DISPOSED OF FOR VALUE EXCEPT PURSUANT TO REGISTRATION UNDER THE SECURITIES ACT AND SUCH STATE LAWS AS MAY BE APPLICABLE, OR AN EXEMPTION THEREFROM TOGETHER WITH AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED. NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY OTHER FEDERAL OR STATE AGENCY OR AUTHORITY HAS PASSED ON, RECOMMENDED OR ENDORSED THE MERITS OF THIS OFFERING. ANY REPRESENTATION TO THE CONTRARY IS UNLAWFUL. PENNSYLVANIA SECURITIES LAWS GENERALLY PROHIBIT PENNSYLVANIA RESIDENTS FROM SELLING THESE SECURITIES FOR A MINIMUM OF TWELVE MONTHS AFTER THE DATE OF PURCHASE. ================================================================================ PURCHASE AGREEMENT BETWEEN CHEMICAL LEAMAN CORPORATION AND DAVID M. BOUCHER September 10, 1996 ================================================================================ -1- PURCHASE AGREEMENT THIS PURCHASE AGREEMENT, dated September 10, 1996, is by and between CHEMICAL LEAMAN CORPORATION, a Pennsylvania corporation with offices at 102 Pickering Way, Exton, PA 19341-0200 (the "Company") and David M. Boucher, an individual residing in the Commonwealth of Pennsylvania (the "Employee"). BACKGROUND Employee desires to purchase 43.75 shares of the common stock of the Company, par value $2.50 per share (the "Shares") from the Company and the Company desires to sell the Shares to Employee, and in connection therewith, the Company and Employee each desire to set forth certain limitations relating to the Shares, any other securities of the Company or any of its subsidiaries or affiliates (the "Affiliated Securities") and any Rights (as defined in Section 7 hereof) relating to securities of the Company or any of its subsidiaries or affiliates (collectively, the "Company Affiliates") held by Employee, all upon the terms and subject to the conditions set forth herein. NOW THEREFORE, for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, and intending to be legally bound hereby, the parties hereto hereby agree as follows: 1. Purchase and Sale of the Shares. Subject to the terms and conditions set forth herein, Employee hereby subscribes for and agrees to purchase from the Company and the Company hereby agrees to sell to Employee, on the date hereof, the Shares. 2. Purchase Price. As full payment for the Shares, on the date hereof, Employee shall pay to the Company an amount equal to Six thousand dollars ($6,000.00) per Share, for an aggregate purchase price of Two hundred sixty-two thousand five hundred dollars ($262,500.00) (the "Purchase Price") by the delivery to the Company of a promissory note in the aggregate principal amount of $262,500.00 in substantially the form attached hereto as Exhibit A (the "Note"). Notwithstanding anything herein contained to the contrary, Employee shall only be personally liable under the Note and this Section 2 to the extent set forth in Paragraph 5 of the Note. 3. Gross-Up Bonus. For so long as Employee is employed by the Company on the date that an interest payment is due and is paid to the Company under the Note, the Company shall pay to Employee, contemporaneously with the payment of such interest payment, a bonus (the "Bonus") in an amount equal to (i) the amount of such interest payment, plus (ii) the amount required to enable Employee to pay any Federal, state or other applicable taxes on such Bonus. -2- 4. Representations and Warranties of the Company. The Company represents and warrants as follows: a. The Company is a corporation duly organized, validly existing, and in good standing under the laws of the Commonwealth of Pennsylvania, and has full corporate power and authority to carry on its business as it is now being conducted and to own and operate the properties and assets now owned and operated by it. b. The Company has the power and authority to execute, deliver and perform this Agreement. The Agreement is a valid and binding obligation of the Company, enforceable in accordance with its terms, except as such enforcement may be limited by applicable bankruptcy, insolvency, moratorium, or similar laws affecting the enforcement of creditors' rights generally. c. The execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby and thereby do not and will not contravene any provision of the Articles of Incorporation or Bylaws of the Company; nor violate, be in conflict with, or constitute a default under, cause the acceleration of any payments pursuant to, or otherwise impair the good standing, validity or effectiveness of any agreement, contract, indenture, lease, or mortgage, or subject any property or asset of the Company to any indenture, mortgage, contract, commitment, or agreement, other than this Agreement, to which the Company is a party or by which the Company or any of its assets is bound; or violate any provision of law, rule, regulation, order, permit, or license to which the Company is subject. d. Upon issuance thereof, the Shares will be validly issued and outstanding, fully paid and nonassessable, not subject to preemptive or any other similar rights of the shareholders of the Company or others and will be free and clear of any and all liens and encumbrances (except for any restrictions imposed by this Agreement, by the Applicable Laws (as hereinafter defined) or by the Securities Act of 1933, as amended (the "Securities Act"). 5. Representations and Warranties of the Employee. The Employee hereby represents, warrants, acknowledges and/or agrees as follows: a. The Employee is acquiring the Shares solely for his own account, for investment purposes, and not with a view to resale or distribution of all or any part thereof. The Employee has no present arrangement, understanding or agreement for transferring or disposing of all or any part of the Shares. The Employee will not sell, transfer or otherwise dispose of any of his Shares, in any manner, unless at the time of any such transfer: (a) a Registration (as hereinafter defined) under the Securities Act and under the Applicable Laws is in effect with respect to the Shares to be sold, transferred or disposed of, and the Employee complies with all of the requirements of the Securities Act and the Applicable Laws with respect to the proposed transaction; or (b) the Employee has obtained and has provided to the Company an opinion from counsel reasonably satisfactory to the Company (as to both the -3- counsel rendering such opinion and the substance of the opinion) that the proposed sale, transfer or disposition does not require Registration under the Securities Act or the Applicable Laws. As used herein: the term "Registration" means registration under the Securities Act and, with respect to the Applicable Laws, such registration thereunder (or, with respect to any of the Applicable Laws which do not provide for registration, such compliance therewith which is similar to registration) which has then resulted in statutory or administration authorization for the proposed transaction; and the term "Applicable Laws" means any applicable state securities laws and any other applicable law. b. The Employee has such knowledge and experience in financial and business matters that he is capable of evaluating the merits and risks of an investment in the Shares and to form an investment decision with respect thereto. Prior to the execution of this Agreement, the Employee and his advisers, if any, have received and carefully read the Company's current quarterly and last annual audited financial statements. The Employee and his advisers, if any, have also made such other investigation, review, examination and inquiry concerning the Company and its business and affairs as they have deemed appropriate; and the Employee and his advisers, if any, have been offered the opportunity to ask such questions and obtain such additional information concerning the Company and its business and affairs as they have requested so as to understand the nature of the investment in the Shares, including, without limitation, the merits and risks thereof, and to verify the accuracy of the information obtained as a result of such investigation. c. The Employee has received and carefully read the Company's financial statements for the years ended December 31, 1996 and December 31, 1995. Other than as may be set forth herein, the Employee has not received any other written material or oral representation of any person with respect to the Company or this Agreement. Further, the Employee has had the opportunity to ask questions of, and receive answers from, officers and directors of the Company and persons acting on its behalf concerning the terms and conditions of this Agreement. The Employee has received sufficient information relating to the Company to enable her to make an informed decision with respect to Employee's investment in the Company. d. The Employee has adequate net worth and means of providing for his current needs and personal contingencies and can afford to sustain a complete loss of the Employee's investment in the Company. The Employee recognizes that an investment in the Company is speculative and involves certain risks, and the Employee has taken full cognizance of and understands and can evaluate all of the risks of the investment in the Shares. The Employee acknowledges that these risks include, without limitation, the following: (1) The Company and its operations are subject to all the risks inherent in the establishment and growth of a business in the trucking industry. The likelihood of the success of the Company must be considered in light of the problems, complications and delays frequently encountered in connection with the trucking industry. There can be no assurance that the Company will operate at a profit. -4- (2) The Shares represent a minor portion of the outstanding capital stock of the Company. Thus, it can be expected that the current majority owners, by virtue of their percentage share ownership, will continue to have the unrestricted ability to determine the composition of the Board of Directors and the policies of the Company. (3) It is highly unlikely that dividends will be paid with respect to the Shares. Moreover, there can be no assurance that the operations of the Company will generate sufficient revenues to enable the Company to declare or pay dividends on or make distributions with respect to the Shares, or that such dividends shall be permitted by the terms of the Company's credit facility with its senior lender. (4) The Employee recognizes that: (a) The existing shareholders of the Company (i.e., those who have been issued capital stock prior to the date hereof) have paid different amounts per share for their shares of common stock. (b) The Company does not represent nor has it been implied that any of the Shares can be resold at the offering price. (c) The Employee acknowledges that no Federal, state or foreign agency has passed upon, approved, recommended or endorsed the merits of the Shares for investment, or for any other purpose. e. The Employee understands that the Shares are being offered and sold in reliance on specific exemptions from the registration requirements of Federal and state law and that the Company is relying upon the truth and accuracy of the representations, warranties, agreements, acknowledgments and understandings set forth herein in order to determine the applicability of such exemptions and the suitability of the Employee to acquire the Shares. f. The Employee understands that (i) there is no established market for the Shares, nor is any such market expected to develop, and (ii) neither the Company nor any other person has any obligation or intention to effect the Registration of the Employee's Shares for sale, transfer or disposition by the Employee under the Securities Act or the Applicable Laws, or to take any action or provide any information (including, without limitation, the filing of reports or the publication of information required by Rule 144 under the Securities Act) which would make available any exemption from the Registration requirements of the Securities Act or the Applicable Laws. The Employee must therefore hold his Shares indefinitely unless a subsequent Registration or exemption therefrom is available and is obtained. g. The Employee understands that he is not entitled to cancel, terminate or revoke this subscription, except as may otherwise be set forth in this Section 5. -5- h. (1) If the Employee is a Pennsylvania resident, the Employee has received and read the notice of his right to withdraw under certain circumstances his subscription for Shares hereunder. The Employee represents that he understands that, in accepting an offer made pursuant to this Agreement to purchase Shares hereby, the Employee may elect, within two business days after the Company is in receipt of this executed Agreement, to withdraw from the Agreement and receive a full refund of all monies paid for the Shares. Such withdrawal will be without any further liability to the Employee. To accomplish this withdrawal, the Employee need only send a letter or a telegram to the Company indicating his intention to withdraw. If a letter is sent, the Employee understands that it should be sent by registered or certified mail, return receipt requested, to ensure that it is received and also to evidence the date on which it is mailed. If the Employee orally requests to withdraw, he should ask for written confirmation that the request has been received. (2) The Employee also agrees that he will not sell any of the Shares acquired hereby within twelve months from the date of purchase except in accordance with the requirements of the Pennsylvania Securities Act of 1972, as amended, as well as the Securities Act. i. No broker or finder has acted for the Employee in connection with his purchase of the Shares and no broker or finder is entitled to any broker's or finder's fees or other commissions in connection therewith based on agreements between the Employee and any broker or finder. j. The Employee is a resident of the Commonwealth of Pennsylvania. If an individual, the Employee is a citizen of the United States of America, is at least 21 years of age, and has the legal capacity to execute, deliver and perform this Agreement. k. All information which the Employee has provided to the Company concerning such Employee, such Employee's financial position and such Employee's knowledge of financial and business matters, including all information contained herein, is true and complete as of the date hereof. l. Appropriate restrictive endorsement(s) will be placed upon the certificates evidencing the Shares subscribed to hereby to reflect the foregoing and that the Company will give appropriate stop transfer instructions to the person(s) in charge of the transfer of the Employee's Shares. 6. Restrictive Legend. Stock Certificates representing the Shares issued to the Employee pursuant hereto shall bear the following legends: THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE BEEN ACQUIRED FOR INVESTMENT AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS. THE SECURITIES MAY NOT BE PLEDGED, HYPOTHECATED, SOLD -6- OR TRANSFERRED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER THE SECURITIES ACT OF 1933 AND APPLICABLE STATE SECURITIES LAWS OR A SATISFACTORY OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT SUCH PLEDGE, HYPOTHECATION, SALE OR TRANSFER IS EXEMPT THEREFROM UNDER ANY SUCH ACT AND APPLICABLE STATE SECURITIES LAWS. THE HOLDER OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE AGREES BY ACCEPTANCE HEREOF THAT SUCH HOLDER WILL NOT SELL ANY OF SUCH SECURITIES WITHIN TWELVE MONTHS FROM THE DATE OF THE PURCHASE THEREOF EXCEPT IN ACCORDANCE WITH THE REQUIREMENTS OF THE PENNSYLVANIA SECURITIES ACT OF 1972, AS AMENDED. 7. Termination of Options, Warrants and other Rights. Employee hereby cancels and terminates in all respects any and all Rights that may be held by Employee on the date hereof (collectively, the "Terminated Rights"). On the date hereof, Employee has delivered to the Company for cancellation any original documents in Employee's control or possession evidencing or representing any such Terminated Rights. Employee hereby releases the Company, the Company Affiliates, their respective directors, officers, employees and agents, and their respective successors and assigns, from any liability to Employee whatsoever relating to, arising out of, or in connection with, such Terminated Rights. The foregoing provisions shall not be construed to limit the ability of the Company to grant or issue to Employee, after the date hereof, any similar rights to acquire any capital stock or other securities of the Company and/or the Company Affiliates, including options or warrants. For purposes of this Agreement, "Rights" shall mean any contracts, subscriptions, calls, rights to convert, commitments or rights of any character or kind, including without limitation, options or warrants, to purchase or otherwise acquire or to require the Company and/or the Company Affiliates, to issue any capital stock or other securities of the Company and/or any other Affiliated Securities. 8. Mandatory Company Obligation to Repurchase Shares at Premium On Occurrence of Certain Events. a. In the event (i) that the Employee shall die ("Death"), (ii) of the disability of the Employee such that Employee is unable to perform his or her duties and responsibilities to the Company or any Company Affiliate to the full extent required by reasons of illness, injury or incapacity for a period of more than one hundred twenty (120) consecutive days or more than two hundred seventy (270) days, in the aggregate, during any three hundred sixty-five (365) day period ("Disability"), or (iii) Employee shall retire at reaching 65 years of age (or at such earlier age as may be agreed by Employee and the Company) ("Retirement" and together with Death and Disability, collectively the "Section 8 Events"), the Company shall (unless otherwise prevented by law) redeem all of the Shares owned by the Employee at the time of such Section 8 Event. The purchase price for the Shares so redeemed pursuant to the -7- provisions of this Section 8 shall be equal to the greater of (x) the price paid for such Shares by the Employee, and (y) the fair market value of such Shares, which shall be mutually agreed upon by the Employee and Company; provided that, in the event the Employee and Company cannot agree upon the fair market value for such Shares within thirty (30) days following the Section 8 Event in question, the fair market value of such Shares shall be determined by appraisal (pursuant to Sections 8(b) and 8(c) hereof). b. Such appraisal shall be conducted by an independent investment banking firm engaged by Company and agreed upon by the Employee (or Employee's personal representative or executor, if applicable); provided, however, that if the Company and Employee (or Employee's personal representative or executor, if applicable) cannot agree on an appraiser within forty (40) days following the Section 8 Event in question, each of the Company and Employee (or Employee's personal representative or executor, if applicable) shall within five (5) days thereafter select one appraiser, and such appraisers shall mutually agree within forty five (45) days thereafter upon the value of such Shares; and further provided, if such appraisers cannot mutually agree upon the value of such Shares, the appraisers shall (on or prior to such forty fifth (45th) day) mutually agree upon a third appraiser, which third appraiser shall determine, in its sole discretion, the value of such Shares. The Company shall be responsible for all of the costs of such appraisal. Any time periods set forth in this Section 8 shall be adjusted in order to account for any delay caused by such appraisal. c. If the determination of the fair market value of the Shares by the appraiser(s) depends on or takes into account the net income or projected net income of the Company for any prior or future period, the appraiser(s) shall be directed to exclude from such net income or projected net income any amounts paid or projected to be paid to or for the benefit of David R. Hamilton and to George McFadden in excess of their base salary and consulting fees and other base compensation, if any. d. Settlement for the purchase of such Shares by the Company pursuant to this Section shall be made within one (1) year following the date of the Section 8 Event, unless the Company for any reason is legally prohibited from redeeming any of those Shares, in which case the Company shall thereafter redeem such shares on the earliest date(s) on which the Company is no longer so prohibited from redeeming such Shares, or unless the Company has not obtained all required third party consents to such purchase, in which case settlement shall occur as promptly as practicable following the date that the Company shall obtain such consents. The Company hereby agrees to use its best efforts to obtain all such requisite third party consents. All settlements for the purchase and sale of such Shares shall, unless otherwise agreed to by the Company and Employee (or Employee's personal representative or executor, if applicable), be held at the principal offices of the Company during regular business hours. The precise date and hour of settlement shall be fixed by the Company (within the time limits allowed by the provisions of this Section) by notice in writing to Employee (or Employee's personal representative or executor, if applicable) given at least five (5) days in advance of the settlement date specified. At settlement, the Shares being sold shall be delivered by Employee -8- (or Employee's personal representative or executor, if applicable) to the Company, duly endorsed for transfer or with executed stock powers attached, with any necessary documentary and transfer tax stamps affixed by Employee. 9. Mandatory Company Obligation to Repurchase Shares at Premium On Occurrence of Other Events. a. In the event that (i) the Employee voluntarily resigns from the Company or a Company Affiliate, as the case may be (except as set forth in Section 10 below) or (ii) the Employee is terminated without Cause (as defined below) (any of the foregoing, a "Section 9 Event"), the Company shall (unless otherwise prevented by law), redeem up to all of the Shares owned by the Employee at the time of such Section 9 Event. The purchase price for any Shares redeemed pursuant to the provisions of Section 9(a)(i) hereof shall be equal to (x) the greater of the price paid by the Employee for each such Share, and (y) an amount equal to two-thirds of the fair market value of such Shares (as determined in accordance with the provisions of Section 8 hereof). The purchase price for any Shares redeemed pursuant to the provisions of Section 9(a)(ii) hereof shall be equal to the greater of (r) the price paid by the Employees for each such Share, and (s) the fair market value of such Shares (as determined in accordance with the provisions of Section 8 hereof. b. Settlement for the purchase of such Shares by the Company pursuant to this Section shall be made within one (1) year following the date of the Section 9 Event, unless the Company for any reason is legally prohibited from redeeming any of those Shares, in which case the Company may thereafter redeem such shares on the earliest date(s) on which the Company is no longer so prohibited from redeeming such Shares, or unless the Company has not obtained all required third party consents to such purchase, in which case settlement shall occur as promptly as practicable following the date that the Company shall obtain such consents. The Company hereby agrees to use its best efforts to obtain all such requisite third party consents. Settlement for the purchase and sale of such Shares shall, unless otherwise agreed to by the Company and Employee, be held at the principal offices of the Company during regular business hours. The precise date and hour of settlement shall be fixed by the Company (within the time limits allowed by the provisions of this Section) by notice in writing to Employee given at least five (5) days in advance of the settlement date specified. At settlement, the Shares being sold shall be delivered by Employee to the Company, duly endorsed for transfer or with executed stock powers attached, with any necessary documentary and transfer tax stamps affixed by Employee in exchange for the purchase price therefor. 10. Optional Company Right to Repurchase Shares for Purchase Price Thereof. a. In the event (each of the following, a "Section 10 Event") that the Employee's employment with the Company or a Company Affiliate shall cease as a consequence of (a) the Employee's willful or gross malfeasance or gross misconduct with respect to the Company or a Company Affiliate, including without limitation, fraud, embezzlement, theft or proven dishonesty in the course of his employment or (b) Employee's conviction of a felony (the -9- events described in subsections (a) and (b), collectively, "Cause"), the Company may (unless otherwise prevented by law), at its option, upon written notice thereof given within 30 days of such Section 10 Event and upon the tender of payment therefor, redeem all of the Shares owned by the Employee at the time of such Section 10 Event. The purchase price for any Shares so redeemed pursuant to the provisions of this Section 10 shall be equal to the price paid by the Employee for such Shares. b. Settlement for the purchase of such Shares by the Company pursuant to this Section shall be made within one (1) year following the date of the Section 10 Event, unless the Company for any reason is legally prohibited from redeeming any of those Shares, in which case the Company may thereafter redeem such shares on the earliest date(s) on which the Company is no longer so prohibited from redeeming such shares, or unless the Company has not obtained all required third party consents to such purchase, in which case settlement shall occur as promptly as practicable following the date that the Company shall obtain such consents. All settlements for the purchase and sale of such Shares shall, unless otherwise agreed to by the Company and Employee, be held at the principal offices of the Company during regular business hours. The precise date and hour of settlement shall be fixed by the Company (within the time limits allowed by the provisions of this Section) by notice in writing to Employee given at least five (5) days in advance of the settlement date specified. At settlement, the Shares being sold shall be delivered by Employee to the Company, duly endorsed for transfer or with executed stock powers attached, with any necessary documentary and transfer tax stamps affixed by Employee. 11. Company Purchase Option. a. Employee shall not (either during or following Employee's employment with the Company) transfer, sell, donate, pledge or otherwise dispose of or encumber (collectively, "Transfer") any Shares except as provided in this Section 11. b. In the event Employee (either during or following Employee's employment with the Company) desires to in any way directly or indirectly, Transfer, either voluntarily or involuntarily, all or any portion of his Shares, Employee shall first obtain a bona fide written offer which he desires to accept (hereinafter called the "Offer") to purchase the Shares which he desires to sell ("Offered Shares"). Employee shall then provide written notice to the Company of such desire which notice shall set forth the price per share for the Offered Shares set forth in the Offer, and the other terms and conditions upon which Employee shall sell the Offered Shares. The purchase price payable by the Company for such Offered Shares shall be equal to the price per Share paid by the Employee for such Shares. c. For a period of fifteen (15) days after the delivery to the Company of notice of the Offer, the Company shall have the option, exercisable by written notice to Employee, to purchase the Offered Shares for the purchase price set forth above. If the Company does not exercise its option to purchase the Offered Shares within the applicable fifteen (15) day period, the Company's option to purchase the Offered Shares shall terminate and Employee shall have -10- the right to sell the Offered Shares to the third party making the Offer at a purchase price not less than the purchase price set forth in the Offer and substantially in accordance with the other terms and conditions of the Offer; provided, however, that if a Transfer to such third party is not consummated within ninety (90) days after the expiration of the foregoing fifteen (15) day period at a purchase price not less than the purchase price set forth in the Offer and substantially in accordance with the other terms and conditions of the Offer, Employee shall not be entitled to Transfer the Offered Shares unless a new Offer is obtained and the Offered Shares are then reoffered to the Company in accordance with the foregoing procedures of this Section. d. Settlement for the purchase of Offered Shares by the Company pursuant to this Section shall be made within thirty (30) days following the date of exercise of the option. Settlements for the purchase and sale of Offered Shares shall, unless otherwise agreed to, be held at the principal offices of the Company during regular business hours. The precise date and hour of settlement shall be fixed by the Company (within the time limits allowed by the provisions of this Agreement) by notice in writing to Employee given at least five (5) days in advance of the settlement date specified. At settlement, the Offered Shares being sold shall be delivered by Employee to the Company, duly endorsed for transfer or with executed stock powers attached, with any necessary documentary and transfer tax stamps affixed by Employee. e. This Section shall not apply to a transfer of Shares by Employee to his spouse, parents, siblings or lineal descendants or any such persons or to a trust for the benefit of any of the foregoing (including trusts for such Employee's benefit); provided, that any such transferee shall agree in writing to be bound by, and to comply with, all applicable provisions of this Agreement; provided, further, that any shares so transferred shall be held by the transferee subject to the rights, obligations, sale/repurchase rights and other burdens which would be imposed on Employee with respect to such Shares as if he had not transferred the shares. f. In connection with, and as a condition of, permitting any Transfer or delivery of stock certificates under this Section, the Company may require Employee to pay to it a sufficient sum to enable it to pay, or to reimburse it for any payment made in respect of, any stamp tax or other governmental charge in connection with such transfer or delivery. g. The provisions of this Section 11 shall remain in full force and effect until the closing of the first public offering of the Company's common stock after the date hereof. 12. Noncompetition; Non-Solicitation: Proprietary Information: Property. a. The Employee shall not, during all times (the "Term") that he is employed or retained by, or otherwise associated with, the Company or a Company Affiliate and for a period of twelve months thereafter (the "Restricted Period"), do any of the following directly or indirectly without the prior written consent of the Company: -11- (1) engage or participate in any business activity competitive with the Company's business, or the business of any of the Company Affiliates, as same are conducted during the Term with respect to any period during the Term, or upon the termination of the Term with respect to the balance of the Restricted Period (the "Business"); (2) become interested in (as owner, stockholder, lender, partner, co-venturer, director, officer, employee, agent, consultant or otherwise) any person, firm, corporation, association or other entity engaged in any business that is competitive with the Business during the Term or the balance of the Restricted Period, or become interested in any portion of the business of any person where such portion of such business is competitive with the Business during the Term or the balance of the Restricted Period. Notwithstanding the foregoing, Employee may hold not more than one percent (1%) of the outstanding securities of any class of any publicly-traded securities of a company that is so engaged. b. Employee shall not, during the Term and for the balance of the Restricted Period, do any of the following, directly or indirectly, without the prior written consent of the Company: (1) solicit, call on, or in any way contact, either directly or indirectly, whether on behalf of Employee or any other person, any account, client, customer or supplier with whom (or which) the Company or a Company Affiliate shall have dealt at any time during the Term or for the two (2) year period immediately preceding the Term; (2) influence or attempt to influence any supplier, customer or potential customer of the Company or a Company Affiliate to terminate or modify any written or oral agreement or course of dealing with the Company or a Company Affiliate; (3) employ or retain, or arrange to have any other person or entity employ or retain, any person who shall have been employed or retained by the Company or a Company Affiliate as an employee, consultant, agent, distributor or in a similar such capacity at any time during the Term; or (4) influence or attempt to influence any such person to terminate or modify his employment, consulting, agency, distributorship or other arrangement with the Company or a Company Affiliate. c. (1) Employee recognizes and acknowledges that the Proprietary Information (as hereinafter defined) is a valuable, special and unique asset of the business of the Company. As a result, both during the Term and thereafter, Employee shall not, without the prior written consent of the Company, for any reason either directly or indirectly divulge to any third-party or use for his own benefit, or for any purpose other than the exclusive benefit of the Company, any confidential, proprietary, business and technical information or trade secrets of the Company or of any Company Affiliate ("Proprietary Information") revealed, obtained or developed in the course of his retention with the Company or Company Affiliate. -12- Such Proprietary Information shall include, but shall not be limited to, any information relating to research, computer codes or instructions, costs, business studies, business procedures, finances, marketing data, methods, plans and efforts, the identities of customers, contractors and suppliers and prospective customers, contractors and suppliers, the terms of contracts and agreements with customers, contractors and suppliers, personnel information, customer and vendor credit information, and any other confidential information relating to the business of the Company, provided, that nothing herein contained shall restrict Employee's ability to make such disclosures during the Term as may be necessary or appropriate to the effective and efficient discharge of his duties to the Company or as such disclosures may be required by law, and further provided, that nothing herein contained shall restrict Employee from divulging or using for his own benefit or for any other purpose any Proprietary Information which is readily available to the general public so long as such information did not become available to the general public as a direct or indirect result of Employee's breach of this Section 12(c)(1). Failure by the Company to mark any of the Proprietary Information as confidential or proprietary shall not affect its status as Proprietary Information under the terms of this Agreement. (2) In the event that the Employee is requested pursuant to, or required by, applicable law or regulation or by legal process to disclose any such Confidential Information, the Employee shall provide the Company with prompt notice of such request or the receipt of legal process to enable the Company to seek an appropriate protective order, to consult with the Company with respect to the taking of steps to resist or narrow the scope of such request or process, and/or waive compliance in whole or in part with the Employee's agreement to maintain the confidentiality of such data or information. If and to the extent after the foregoing notice, in the absence of a protective order or receipt of a waiver under this Agreement, the Employee is, in the written opinion of the Employee's counsel, compelled to disclose such data or information or be liable for contempt or suffer censure or penalty or violate applicable laws or regulations, the Employee may disclose such data or information without liability to the Company under this Agreement. d. All right, title and interest in and to Proprietary Information shall be and remain the sole and exclusive property of the Company. During the Term, Employee shall not remove from the Company's offices or premises any documents, records, notebooks, files, correspondence, reports, memoranda or similar materials of or containing Proprietary Information, or other materials or property of any kind belonging to the Company unless necessary or appropriate in accordance with his employment and, in the event that such materials or property are removed, all of the foregoing shall be returned to their proper files or places of safekeeping as promptly as possible after the removal shall serve its specific purpose. Employee shall not make, retain, remove and/or distribute any copies of any of the foregoing for any reason whatsoever, except as disclosure shall be necessary in the performance of his duties; and upon the termination of the Term, he shall leave with or return to the Company all originals and copies of the foregoing then in his possession, whether prepared by Employee or by others. -13- e. Employee acknowledges that the restrictions contained in this Section 12 are reasonable and necessary to protect the legitimate interests of the Company and its affiliates and that the Company would not have entered into this Agreement in the absence of such restrictions. Employee also acknowledges that any breach by him of this Section 12 will cause continuing and irreparable injury to the Company for which monetary damages would not be an adequate remedy. Employee shall not, in any action or proceeding to enforce any of the provisions of this Agreement, assert the claim or defense that such an adequate remedy at law exists. In the event of such breach by Employee, the Company shall have the right to enforce the provisions of this Section 12 by seeking injunctive or other relief in any court, and this Agreement shall not in any way limit remedies of law or in equity otherwise available to the Company. If an action at law or in equity is necessary to enforce or interpret the terms of this Agreement, the prevailing party shall be entitled to recover, in addition to any other relief, reasonable attorneys' fees, costs and disbursements. In the event that the provisions of this Section 12 should ever be adjudicated to exceed the time, geographic, or other limitations permitted by applicable law in any applicable jurisdiction, then such provisions shall be deemed reformed in such jurisdiction to the maximum time, geographic, or other limitations permitted by applicable law. In the event that Employee shall be in breach of any of the restrictions contained in Sections 12(a) and/or (b) hereof, then the Restricted Period shall be extended for a period of time equal to the period of time that Employee is in breach of such restriction. 13. Change of Control. a. If at any time while Employee is employed by the Company or a Company Affiliate (i) there shall occur a Change of Control (as defined below) or (ii) David R. Hamilton shall cease to be Chairman and Chief Executive Officer of the Company (each of the foregoing, a "Section 13 Event"), then Employee may elect at any time within twenty-four months after such event to terminate Employee's employment upon thirty days prior written notice given at any time within said twelve months, such termination to be effective at the expiration of said thirty day period. b. In the event that following the occurrence of a Section 13 Event, (i) Employee makes such election to terminate Employee's employment as set forth in Section 13 (a) hereof, or (ii) Employee's employment shall be terminated by the Company or a Company Affiliate (other than for Cause) within twenty-four months following the occurrence thereof, then Employee shall receive severance payments in accordance with Section 14 hereof "Employee Severance". c. For purposes of this Section 13, a "Change of Control" means the sale, transfer, assignment or other disposition (including by merger or consolidation) by stockholders of the Company, in one transaction or a series of related transactions, such that following such transaction(s) David R. Hamilton and George McFadden, collectively, cease to own (directly, or indirectly through their Affiliates) more than fifty percent (50%) of the voting power represented by the then outstanding stock of the Company. For these purposes, -14- "Affiliate" means (i) any entity directly or indirectly controlling, controlled by or under common control with such stockholder, (ii) any immediate family member of such stockholder, or (iii) any trust for the benefit of such stockholder or any immediate family member of such stockholder. 14. Employee Severance. In the event that (a) Employee's employment with the Company or a Company Affiliate shall be terminated at any time by the Company (or a Company Affiliate, as the case may be) under the circumstances described in Section 13 (b) hereof following the occurrence of a Section 13 Event, then Employee shall, for a period of not less than twelve months following the termination of Employee's employment, continue to receive Employee's base salary and benefits package including the use of a company car and related costs, reimbursement of club dues, health and dental plan, participation in the Company's Pension and 401 (k) plans and any additional employee benefits which may be in effect at the time of such termination. Base salary shall continue to be inclusive of all applicable income, social security and other taxes and charges which are required by law to be withheld by the Company and in accordance with Company's normal payroll practices for its executives from time to time in effect. 15. Notice. Any notice or communication required or permitted under this Agreement shall be made in writing and sent by certified or registered mail, return receipt requested, addressed as follows: If to the Company: Chemical Leaman Corporation 102 Pickering Way Exton, PA 19341 Fax: (610) 363-4233 If to the Employee: David M. Boucher c/o Chemical Leaman Corporation 102 Pickering Way Exton, PA 19341 Telephone (610) 363-4215 or to such other address as either party may from time to time duly specify by notice given to the other party in the manner specified above. 16. Gender: Number. All pronouns and other words used herein shall include all genders and the singular and the plural as the context requires. -15- 17. Headings. The headings of the Sections located herein are for convenience only, and they are not part of this Agreement and shall not affect its interpretation. 18. Applicable Law. This Agreement shall be governed by and be construed in accordance with the internal laws of the Commonwealth of Pennsylvania, without regard to the principles of conflicts of laws thereof. 19. Entire Agreement. This Agreement constitutes the entire understanding among the parties with respect to the subject matter hereof, and supersedes any prior understanding and/or written or oral agreements among them with respect thereto, except as may be contained herein. This Agreement may not be changed or modified, except by an Agreement in writing signed by each of the parties hereto. 20. No Third party Beneficiaries. This Agreement is for the sole benefit of the parties hereto and their respective permitted successors and assigns, and neither this Agreement, nor any provision hereof shall be construed as conferring and are not intended to confer any rights on any other persons. In furtherance and not in limitation of the foregoing, the parties hereto acknowledge and agree that the Shares being sold hereunder are being sold by the Company pursuant to this Agreement only, and are not being sold pursuant to a plan or other arrangement generally available to the Company's employees. 21. Binding Effect. Except as otherwise provided herein, this Agreement shall be binding upon and inure to the benefits of the parties hereto, their successors and assigns.. 22. Assignment. The Employee agrees not to transfer or assign this Agreement, or any of the Employee's interest herein, and further agrees that the transfer or assignment of the Shares shall be made only in accordance with applicable laws and the terms of this Agreement. 23. Counterparts. This Agreement may be executed in one or more counterparts, each of which shall be deemed an original, and all of which together shall be deemed to be one and the same instrument. IN WITNESS WHEREOF, the parties executed this Purchase Agreement on the date and year first written above. CHEMICAL LEAMAN CORPORATION By: /s/ David R. Hamilton ____________________________________ Title: DAVID M. BOUCHER /s/ David M. Boucher ____________________________________ Signature -16- EX-10.4 11 PROMISSORY NOTE EXHIBIT 10.4 PROMISSORY NOTE $262,500.00 Exton, PA September 10, 1996 FOR VALUE RECEIVED, David M. Boucher, an individual residing in the Commonwealth of Pennsylvania (the "Maker") hereby promises to pay to the order of CHEMICAL LEAMAN CORPORATION, a Pennsylvania corporation (the "Holder"), at such place as the Holder may designate from time to time in writing, the principal sum of Two hundred sixty-two thousand five hundred dollars ($262,500.00) in lawful money of the United States of America, together with interest on the outstanding principal balance hereunder as hereinafter provided. This Promissory Note is made in connection with the purchase by Maker and the sale by the Holder of shares of the common stock of the Holder (the "Shares") pursuant to the terms of a Stock Purchase Agreement (the "Agreement"), dated the date hereof, by and among the Maker and the Holder. Capitalized terms used herein and not otherwise defined herein shall have the meanings ascribed to them in the Agreement. 1. Payments of Interest and Principal. Payments of principal plus interest shall be payable in accordance with the terms hereof. If not prepaid in full prior thereto, the outstanding principal balance hereunder shall be paid in full on the tenth (10th) anniversary of the date of this Note (the "Maturity Date"). Interest shall be payable on the unpaid principal hereof outstanding from time to time at a rate equal to 7.25% per annum. Interest shall be payable annually, in arrears, commencing on December 31, 1996, and continuing each year thereafter, until the Maturity Date, with the final installment of interest, and any other accrued and unpaid interest hereon, payable on the Maturity Date. Interest shall be calculated on the basis of actual days elapsed over a 365-day year and shall be payable until the Maturity Date or until this Note is prepaid in full pursuant to the terms set forth below. All amounts payable hereunder shall be paid by the Maker in lawful money of the United States of America, by check or wire transfer (at the Maker's option), or any other method approved in advance by the Holder at the place designated by the Holder in writing to the Maker, in immediately available and freely transferable funds at such place of payment. Notwithstanding anything herein to the contrary, the effective rate of interest hereunder shall not exceed the maximum effective rate of interest permitted by applicable law or regulation. 2. Prepayments. a. The Maker may prepay at any time all or any portion of the sums due hereunder without penalty or premium. b. In the event that, from time to time, the Maker (or any person to whom any of the Shares are transferred in accordance with Section 11(e) of the Agreement) sells, transfers or conveys all or any portion of the Shares for consideration, including without limitation to the Holder, the Maker shall immediately thereafter prepay this Note to the extent of the net proceeds realized by the Maker (or such other seller) upon such sale, transfer or conveyance. For purposes 1 hereof, "net proceeds" shall be defined as the gross proceeds realized by the Maker (or such other seller), less only reasonable attorneys' fees and other customary and usual transaction costs incurred by Maker (or such other seller) in connection therewith. c. In the event that, from time to time, the Maker (or any person to whom any of the Shares are transferred in accordance with Section 11(e) of the Agreement) shall receive cash dividends in respect of the Shares, the Maker shall immediately thereafter prepay this Note to the extent of such dividends received by the Maker (or such other seller). d. Any prepayment hereunder shall be applied first to any accrued and unpaid interest and then to principal in the inverse order of the due dates of the installments thereof. 3. Events of Default. The occurrence of one or more of the following events shall constitute an event of default hereunder (an "Event of Default"): a. should there be any default in the payment of any installment of principal and/or interest on any day whereon the same is payable as above expressed, including without limitation, a mandatory prepayment pursuant to Sections 2(b) or 2(c) hereof, and such default shall continue for a period of five (5) days after written notice thereof from the Holder to the Maker; or b. in the event that the Maker (i) makes an assignment for the benefit of creditors, (ii) admits in writing his inability to pay his debts as they become due, (iii) files a voluntary petition in bankruptcy, (iv) is adjudicated as bankrupt or insolvent, (v) files any petition or answer seeking for himself any relief under laws relating to reorganization, arrangement, composition, readjustment, liquidation, dissolution or similar relief under any present or future statute, law, or regulation, (vi) files any answer admitting or not contesting the material allegation of a petition filed against the Maker in any such proceeding, or (vii) seeks, consents to, or acquiesces in, the appointment of any trustee, receiver, or liquidator of the Maker or of all or any substantial part of the properties of the Maker; or c. if, within 60 days after the commencement of an action against the Maker seeking any relief under laws relating to reorganization, arrangement, composition, readjustment, liquidation, dissolution, or similar relief under any present or future statute, law or regulation, such action shall not have been dismissed or all orders or proceedings under such action affecting the operations or the business of the Maker stayed, or if the stay of any such order or proceeding shall later be set aside, or if, within 60 days after the appointment without the consent or acquiescence of the Maker of any trustee, receiver, or liquidator of the Maker or of all or any substantial part of the properties of the Maker, such appointment shall not have been vacated. 4. Remedies. Upon the occurrence of any Event of Default, the entire unpaid principal sum hereunder plus any and all interest accrued thereon plus all other sums due and payable to the Holder hereunder shall, at the option of the Holder, become due and payable immediately. In the event that legal proceedings are instituted to collect any amount due hereunder, the Maker agrees to pay the Holder, in addition to the amount of the unpaid balance 2 of principal and interest, all costs and expenses of such proceedings, including reasonable attorney's fees. The remedies of the Holder provided herein and in the Agreement, and the warrants of attorney herein or therein contained, shall be cumulative and concurrent, and may be pursued singly, successively and together at the sole discretion of the Holder, and may be exercised as often as occasion therefor shall occur and the failure to exercise any such right or remedy shall in no event be construed as a waiver or release of the same. 5. Non-Recourse. Notwithstanding the face amount hereof, or any other provisions herein or in the Agreement, the Maker shall only be personally liable under this Note for (a) an amount not to exceed twenty percent (20%) of (i) the original face amount hereof, plus (ii) the aggregate amount of any interest owing to the Holder form time to time hereunder, and (b) any amounts required to be prepaid pursuant to Sections 2(b) and 2(c) hereof, and the Maker shall have no other personal liability on account of this Note; provided that, in the event that the Maker shall sell, transfer or convey all of the Shares to the Holder in exchange for an amount that, together with all amounts paid to the Holder pursuant to Section 5(b) hereof, does not equal or exceed the sum expressed in Section 5(a) hereof, the Maker shall not be personally liable in respect hereof for any additional amounts. 6. Notices. Notices of prepayment and all other notices to be given to the Holder shall be given by overnight U.S. registered mail (return receipt requested), overnight courier, or telecopier to the Holder at 102 Pickering Way, Exton, Pennsylvania 19341, or at such other address as the Holder shall notify the Maker thereof in writing. 7. Waivers. The Maker, to the extent permitted by law, waives and agrees not to assert or take advantage of any of the following: (a) acceptance or notice of acceptance of this Note by the Maker; (b) presentment and/or demand for payment of this Note or any indebtedness or obligations hereby promised; and (c) protest any notice of dishonor with respect to this Note or any indebtedness or performance of obligations arising hereunder. 8. Exclusive Jurisdiction. Maker agrees that any action or proceeding against him to enforce the Note shall be commenced in state or federal court in the County of Chester in the Commonwealth of Pennsylvania, and Maker waives personal service of process and agrees that a summons and complaint commencing an action or proceeding in any such court shall be properly served and shall confer personal jurisdiction if served in accordance with the notice provisions set forth herein. 9. Severability. In the event that any provision of this Note is held to be invalid, illegal or unenforceable in any respect or to any extent, such provision shall nevertheless remain valid, legal and enforceable in all such other respects and to such extent as may be permissible. Any such invalidity, illegality or unenforceability shall not affect any other provisions of this Note, but this Note shall be construed as if such invalid, illegal or unenforceable provision had never been contained herein. 3 10. Transfer, etc.; Successors and Assigns. Neither the Maker nor the Holder may assign or delegate any of its rights or obligations (as the case may be) under this Note, except that the Holder may assign this Note to any subsidiary or affiliate thereof. 11. Captions. The captions or headings of the paragraphs in this Note are for convenience only and shall not control or affect the meaning or construction of any of the terms or provisions of this Note. 12. Governing Law. This Note shall be governed by and construed in accordance with the laws of the Commonwealth of Pennsylvania, without reference to conflict of laws principles. IN WITNESS WHEREOF, the Maker has duly executed this Note the day and year above first written. Witness /s/ David M. Boucher - --------------------------------- ---------------------------------- DAVID M. BOUCHER 4 EX-10.5 12 PLEDGE AGREEMENT EXHIBIT 10.5 PLEDGE AGREEMENT This Pledge Agreement (the "Agreement") is made as of the 10th day of September, 1996, by and between CHEMICAL LEAMAN CORPORATION, a Pennsylvania corporation (the "Company") and David M. Boucher, a resident of the Commonwealth of Pennsylvania ("Employee"). BACKGROUND Pursuant to a Purchase Agreement, dated September 10, 1996, between the Company and Employee, the Company sold to Employee 43.75 shares of the common stock of the Company (the "Shares") in exchange for a limited recourse promissory note of Employee, also dated September 10, 1996, in the original principal amount of $262,500.00 (the "Note"). It was the intent of the parties to the Purchase Agreement that the obligations of Employee under the Note be secured by the grant of a security interest in the Shares. The parties hereto desire to evidence such grant by the execution and delivery of this Agreement. NOW, THEREFORE, in consideration of the foregoing and of the mutual promises and covenants herein contained, and intending to be legally bound, Employee and the Company hereby agree as follows: ARTICLE 1 PLEDGE 1.1. Grant of Security Interest. Employee hereby assigns, pledges and grants to the Company a security interest in the Shares, together with all additions thereto, substitutions or exchanges therefor, proceeds thereof and distributions thereon (which shall be referred to collectively herein as the "Collateral"), as collateral security for the Note and for the payment and performance of all indebtedness, liability and obligations of Employee to Company (collectively, the "Obligations"), whether for principal, interest, fees, expenses or otherwise, now existing or hereafter created or arising under the Purchase Agreement, the Note and this Agreement (collectively, the "Documents"), all on the terms and conditions set forth herein. The Obligations shall include amounts for which Employee has no personal liability pursuant to Paragraph 5 of the Note. 1.2. Limitations on Encumbrances. Prior to the full payment and performance of the Obligations, Employee agrees not to create or permit to exist any lien, security interest, or other charge or encumbrance upon or with respect to any of the Collateral, except the security interest under this Agreement. 1.3. Additional Security. Prior to the full payment and performance of the Obligations, the Company shall be entitled to receive, as additional Collateral any and all additional shares of stock or any other property of any kind distributable on or by reason of the Shares pledged hereunder, whether in the form of or by way of stock dividends or otherwise, with the sole exception of normal, regularly declared cash dividends. If any of such property, other than such cash dividends, shall come into the possession or control of Employee, Employee shall hold or control and forthwith transfer and deliver the same to Company subject to the provisions hereof. 1.4. Rights Prior to a Default. So long as no default has occurred under any of the Obligations or Documents and Employee is in full compliance with the terms hereof: (a) Employee shall be entitled to receive and retain any normal, regularly declared cash dividends paid on the Shares pledged hereunder. (b) Employee may exercise all voting rights, if any, pertaining to the Shares for any purpose. 1.5. Further Assurances. Employee shall take all actions (and execute and deliver from time to time all instruments and documents) necessary or appropriate or reasonably requested by Company, to continue the validity, enforceability and perfected status of the pledge of the Shares hereunder. 1.6 No Obligations. The Company shall be under no obligation to take any actions and shall have no liability (except for negligence or willful misconduct) with respect to the preservation or protection of the pledged Shares or any underlying interests represented thereby as against any prior or other parties. 1.7. Extensions, etc. Employee agrees that the Company, at any time and without affecting its rights in the pledged Shares and without notice to Employee, may grant any extensions, releases or other modifications of any kind respecting the Documents, Obligations and any collateral security therefor and Employee, except as otherwise provided herein or in the Documents, waives all notices of any kind in connection with the Obligations, the Documents and any changes therein or defaults or enforcement proceedings thereunder, whether against Employee or any other party. Employee hereby waives any rights it has at equity or in law to require the Company to apply any rights of marshaling or other equitable doctrines in the circumstances. 1.8. Default. After the occurrence of an Event of Default (as defined in the Note) or if any agreement of Employee hereunder is breached or proves to be false (a "Default"): (a) The Company may transfer or cause to be transferred any of the pledged Shares into its own or a nominee's or nominees' names. (b) The Company shall be entitled to receive and apply in payment of the Obligations any cash dividends or other payment on the pledged Shares. (c) The Company shall be entitled to exercise in the Company's discretion all voting rights, if any, pertaining thereto and in connection therewith and at the written request of the Company, Employee shall execute any appropriate dividend, payment or brokerage orders or proxies. (d) Employee shall take any action necessary or required or reasonably requested by the Company, in order to allow the Company fully to enforce the pledge of the Shares hereunder and realize thereon to the fullest possible extent, including but not limited to the filing of any claims with any court, liquidator or trustee, custodian, receiver or other like person or party. (e) The Company shall have all the rights and remedies granted or available to it hereunder, under the Uniform Commercial Code as in effect from time to time in Pennsylvania, under any other statute or the common law, or under any of the Documents, including the right to sell the pledged Shares or any portion thereof at one or more public or private sales upon ten (10) days' written notice and to bid thereat or purchase any part or all thereof in its own or a nominee's or nominees' names, free and clear of any equity or redemption; and to apply the net proceeds of the sale, after deduction for any expenses of sale, including the payment of all the Company's reasonable attorneys' fees in connection with the Obligations and the sale, to the payment of the Obligations in any manner or order which the Company in its sole discretion may elect, without further notice to or consent of Employee and without regard to any equitable principles of marshalling or other like equitable doctrines. 1.9. Appointments Attorney-in-Fact. Effective upon the occurrence of a Default, Employee hereby irrevocably appoints Company as its attorney-in-fact to execute, deliver and record, if appropriate, from time to time any instruments or documents in connection with the Collateral, in Employee or the Company's names. 1.10. Duration of Provisions. The provisions of this Agreement shall remain in full force and effect until the payment and satisfaction in full of the Obligations. ARTICLE 2 MISCELLANEOUS 2.1. Entire Agreement; Amendments. This Agreement, together with the Note and the Purchase Agreement, constitute the entire understanding among the parties hereto with respect to the subject matter contained herein and supersedes any prior understandings and agreements among them respecting such subject matter. In the event of any inconsistency between this Agreement shall control. 2.2. Headings. The headings in this Agreement are for convenience of reference only and shall not affect its interpretation. 2.3. Gender; Number. Words of gender may be read as masculine, feminine, or neuter, as required by context. Words of number may be read as singular or plural, as required by context. 2.4. Severability. If any provision of this Agreement is held illegal, invalid, or unenforceable, such illegality, invalidity, or unenforceability will not affect any other provision hereof. This Agreement shall, in such circumstances, be deemed modified to the extent necessary to render enforceable the provisions hereof. 2.5. Waiver. The failure of any party hereto to insist upon strict performance of any of the terms or conditions of this Agreement will not constitute a waiver of any of its rights hereunder. 2.6. Assignment. No party hereto may assign any of its rights or delegate any of its obligations hereunder without the prior written consent of the other parties hereto. 2.7. Successors and Assigns. This Agreement binds, inures to the benefit of, and is enforceable by the successors and assigns of the parties hereto, and does not confer any rights on any other persons or entities. 2.8. Governing Law. This Agreement shall be construed and enforced in accordance with the law of the Commonwealth of Pennsylvania. 2.9. Counterparts. This Agreement may be executed in any number of counterparts and any party hereto may execute any such counterpart, each of which when executed and delivered shall be deemed to be an original and all of which counterparts taken together shall constitute but one and the same instrument. 2.10. Personal Liability. Notwithstanding anything herein contained to the contrary, Employee shall only be personally liable under the Note and this Agreement to the extent set forth in Paragraph 5 of the Note. IN WITNESS WHEREOF, the parties have executed this Agreement on the date first above written. ATTEST: CHEMICAL LEAMAN CORPORATION By: By: /s/ Eugene C. Parkerson ---------------------------- ----------------------------- Title Title: Witness: /s/ David M. Boucher - ------------------------------- --------------------------------- DAVID M. BOUCHER EX-10.6 13 LETTER AGREEMENT EXHIBIT 10.6 [LOGO] CHEMICAL LEAMAN CORPORATION 102 Pickering Way o Exton, Pennsylvania 19341-0200 DAVID M. BOUCHER Senior Vice President Chief Financial Officer 610-363-4215 Direct Dial 610-363-4233 Facsimile September 10, 1996 Eugene C. Parkerson c/o Chemical Leaman Corporation 102 Pickering Way Exton, Pennsylvania 19341 Dear Mr. Parkerson: You are currently the holder of an option to purchase up to 50 shares of the common stock of Chemical Leaman Corporation (the "Company") at a price of $2,400 per share. In exchange for your agreement to cancel this option as set forth below, we have agreed as follows: 1. The option referenced above is hereby canceled and shall be of no further force or effect, effective as of the date hereof, notwithstanding any agreements, instruments or other writings, if any, evidencing the aforesaid option. In furtherance and not in limitation of the foregoing, that certain Agreement dated as of August 15, 1994 by and between the Company and you is hereby terminated in its entirety as of the date hereof. Neither the Company nor you shall have any continuing rights or obligations with respect to such Agreement. 2. As consideration for the foregoing, the Company will pay you a bonus of $180,000 the proceeds of which shall be disbursed as set forth in 4. below 3. The Company will on the date hereof grant you the right to purchase 58.25 shares of Chemical Leaman Corporation stock at a price per share of $6,000 pursuant to the terms of a Stock Purchase Agreement and related Promissory Note, copies of which are attached hereto. 4. The aggregate purchase of the shares purchaseable pursuant to 3. above will be $349,500 which amount will be paid for by the delivery by you to the Company of the aforesaid Promissory Note. You will apply the after tax proceeds of the bonus referenced in 2. above as a reduction of amounts owing in respect of such Promissory Note. You and the Company will mutually agree on the amount of such after tax proceeds, which amount the Company will retain as a prepayment under such Promissory Note. Please acknowledge your acceptance of these terms and conditions by executing this letter where indicated on the following page. CHEMICAL LEAMAN CORPORATION By: /s/ David M. Boucher -------------------------------------- David M Boucher, Senior Vice President Accepted and Agreed, this 10th day of September, 1996: /s/ Eugene C. Parkerson ------------------------------------------ Eugene C Parkerson AGREEMENT THIS AGREEMENT (the "Agreement ") is made as of this 15th day of August, 1994 by and between Chemical Leaman Corporation, a Pennsylvania corporation (the "Company"), and Eugene C. Parkerson (the "Grantee"). WITNESSETH: WHEREAS, prior to the date hereof the Company has granted to the Grantee an option (the "Option") to purchase up to 10,000 shares (the "Option Shares") of the Company's common stock, par value of Two Dollars and Fifty Cents ($2.50) per share (the "Common Stock") at an exercise price (the "Exercise Price") equal to Twelve Dollars ($12.00) per share; and WHEREAS, as of the date hereof, such Option is exercisable and has not been exercised by the Grantee; and WHEREAS, the Board of Directors of the Company has approved a project (the "Reverse Share Split") pursuant to which, inter alia, each Two Hundred (200) shares of Common Stock that are issued and outstanding on September 10, 1994 shall be converted on September 15, 1994 (the "Effective Date") into one (1) share of Common Stock; and WHEREAS, in order to effect the Reverse Share Split, the parties hereto desire to amend the Option in the manner set forth herein. NOW, THEREFORE, in consideration of the mutual covenants contained herein, and intending to be legally bound, the parties hereto agree as follows: 1. Acknowledgement of Option. The parties hereto hereby acknowledge and agree that on the date hereof (i) the Option is exercisable and unexercised and (ii) the Option Shares represent all of the shares of Common Stock subject to any issued, exercisable and unexercised options, including without limitation the Option, granted by the Company to the Grantee, whether by written or verbal agreement between the Company and the Grantee or otherwise. 2. Amendment of Option. Notwithstanding any provision of the Option to the contrary, the parties hereto hereby agree that on the Effective Date (i) the number of Option Shares subject to the Option shall be reduced to Fifty (50) shares of the Common Stock, and (ii) the Exercise Price under the Option shall be increased to Two Thousand Four Hundred Dollars ($2,400) per share. 3. Confirmation of Option. As amended by this Agreement, the Option is in all respects ratified and confirmed. In the event of any conflict between the provisions of this Agreement and the terms and provisions of the Option, the provisions of this Agreement shall prevail. IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed, all as of the day and year first above written. CHEMICAL LEAMAN CORPORATION By: /s/ David M. Boucher --------------------------------- Title /s/ Eugene C. Parkerson ------------------------------------- Eugene C. Parkerson EX-10.7 14 PURCHASE AGREEMENT EXHIBIT 10.7 THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT") OR ANY APPLICABLE STATE SECURITIES LAWS AND ARE BEING OFFERED AND SOLD IN RELIANCE ON EXEMPTIONS FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND FROM EXEMPTIONS FROM REGISTRATION UNDER APPLICABLE STATE SECURITIES LAWS. THE TRANSFER OF THESE SECURITIES IS RESTRICTED BY SUCH LAWS AND THE TERMS OF THIS AGREEMENT AND MAY NOT BE SOLD, OFFERED, TRANSFERRED OR OTHERWISE DISPOSED OF FOR VALUE EXCEPT PURSUANT TO REGISTRATION UNDER THE SECURITIES ACT AND SUCH STATE LAWS AS MAY BE APPLICABLE, OR AN EXEMPTION THEREFROM TOGETHER WITH AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED. NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY OTHER FEDERAL OR STATE AGENCY OR AUTHORITY HAS PASSED ON, RECOMMENDED OR ENDORSED THE MERITS OF THIS OFFERING. ANY REPRESENTATION TO THE CONTRARY IS UNLAWFUL. PENNSYLVANIA SECURITIES LAWS GENERALLY PROHIBIT PENNSYLVANIA RESIDENTS FROM SELLING THESE SECURITIES FOR A MINIMUM OF TWELVE MONTHS AFTER THE DATE OF PURCHASE. ================================================================================ PURCHASE AGREEMENT BETWEEN CHEMICAL LEAMAN CORPORATION AND EUGENE C. PARKERSON September 10, 1996 ================================================================================ -1- PURCHASE AGREEMENT THIS PURCHASE AGREEMENT, dated September 10, 1996, is by and between CHEMICAL LEAMAN CORPORATION, a Pennsylvania corporation with offices at 102 Pickering Way, Exton, PA 19341-0200 (the "Company") and Eugene C. Parkerson, an individual residing in the Commonwealth of Pennsylvania (the "Employee"). BACKGROUND Employee desires to purchase 58.25 shares of the common stock of the Company, par value $2.50 per share (the "Shares") from the Company and the Company desires to sell the Shares to Employee, and in connection therewith, the Company and Employee each desire to set forth certain limitations relating to the Shares, any other securities of the Company or any of its subsidiaries or affiliates (the "Affiliated Securities") and any Rights (as defined in Section 7 hereof) relating to securities of the Company or any of its subsidiaries or affiliates (collectively, the "Company Affiliates") held by Employee, all upon the terms and subject to the conditions set forth herein. NOW THEREFORE, for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, and intending to be legally bound hereby, the parties hereto hereby agree as follows: 1. Purchase and Sale of the Shares. Subject to the terms and conditions set forth herein, Employee hereby subscribes for and agrees to purchase from the Company and the Company hereby agrees to sell to Employee, on the date hereof, the Shares. 2. Purchase Price. As full payment for the Shares, on the date hereof, Employee shall pay to the Company an amount equal to Six thousand dollars ($6,000.00) per Share, for an aggregate purchase price of Three hundred forty-nine thousand five hundred dollars ($349,500.00) (the "Purchase Price") by the delivery to the Company of (a) a cash payment of $100,656.00 and (b) a promissory note in the aggregate principal amount of $248,844.00 in substantially the form attached hereto as Exhibit A (the "Note"). Notwithstanding anything herein contained to the contrary, Employee shall only be personally liable under the Note and this Section 2 to the extent set forth in Paragraph 5 of the Note. 3. Gross-Up Bonus. For so long as Employee is employed by the Company on the date that an interest payment is due and is paid to the Company under the Note, the Company shall pay to Employee, contemporaneously with the payment of such interest payment, a bonus (the "Bonus") in an amount equal to (i) the amount of such interest payment, plus (ii) the amount required to enable Employee to pay any Federal, state or other applicable taxes on such Bonus. -2- 4. Representations and Warranties of the Company. The Company represents and warrants as follows: a. The Company is a corporation duly organized, validly existing, and in good standing under the laws of the Commonwealth of Pennsylvania, and has full corporate power and authority to carry on its business as it is now being conducted and to own and operate the properties and assets now owned and operated by it. b. The Company has the power and authority to execute, deliver and perform this Agreement. The Agreement is a valid and binding obligation of the Company, enforceable in accordance with its terms, except as such enforcement may be limited by applicable bankruptcy, insolvency, moratorium, or similar laws affecting the enforcement of creditors' rights generally. c. The execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby and thereby do not and will not contravene any provision of the Articles of Incorporation or Bylaws of the Company; nor violate, be in conflict with, or constitute a default under, cause the acceleration of any payments pursuant to, or otherwise impair the good standing, validity or effectiveness of any agreement, contract, indenture, lease, or mortgage, or subject any property or asset of the Company to any indenture, mortgage, contract, commitment, or agreement, other than this Agreement, to which the Company is a party or by which the Company or any of its assets is bound; or violate any provision of law, rule, regulation, order, permit, or license to which the Company is subject. d. Upon issuance thereof, the Shares will be validly issued and outstanding, fully paid and nonassessable, not subject to preemptive or any other similar rights of the shareholders of the Company or others and will be free and clear of any and all liens and encumbrances (except for any restrictions imposed by this Agreement, by the Applicable Laws (as hereinafter defined) or by the Securities Act of 1933, as amended (the "Securities Act"). 5. Representations and Warranties of the Employee. The Employee hereby represents, warrants, acknowledges and/or agrees as follows: a. The Employee is acquiring the Shares solely for his own account, for investment purposes, and not with a view to resale or distribution of all or any part thereof. The Employee has no present arrangement, understanding or agreement for transferring or disposing of all or any part of the Shares. The Employee will not sell, transfer or otherwise dispose of any of his Shares, in any manner, unless at the time of any such transfer: (a) a Registration (as hereinafter defined) under the Securities Act and under the Applicable Laws is in effect with respect to the Shares to be sold, transferred or disposed of, and the Employee complies with all of the requirements of the Securities Act and the Applicable Laws with respect to the proposed transaction; or (b) the Employee has obtained and has provided to the Company an opinion from counsel reasonably satisfactory to the Company (as to both the -3- counsel rendering such opinion and the substance of the opinion) that the proposed sale, transfer or disposition does not require Registration under the Securities Act or the Applicable Laws. As used herein: the term "Registration" means registration under the Securities Act and, with respect to the Applicable Laws, such registration thereunder (or, with respect to any of the Applicable Laws which do not provide for registration, such compliance therewith which is similar to registration) which has then resulted in statutory or administration authorization for the proposed transaction; and the term "Applicable Laws" means any applicable state securities laws and any other applicable law. b. The Employee has such knowledge and experience in financial and business matters that he is capable of evaluating the merits and risks of an investment in the Shares and to form an investment decision with respect thereto. Prior to the execution of this Agreement, the Employee and his advisers, if any, have received and carefully read the Company's current quarterly and last annual audited financial statements. The Employee and his advisers, if any, have also made such other investigation, review, examination and inquiry concerning the Company and its business and affairs as they have deemed appropriate; and the Employee and his advisers, if any, have been offered the opportunity to ask such questions and obtain such additional information concerning the Company and its business and affairs as they have requested so as to understand the nature of the investment in the Shares, including, without limitation, the merits and risks thereof, and to verify the accuracy of the information obtained as a result of such investigation. c. The Employee has received and carefully read the Company's financial statements for the years ended December 31, 1996 and December 31, 1995. Other than as may be set forth herein, the Employee has not received any other written material or oral representation of any person with respect to the Company or this Agreement. Further, the Employee has had the opportunity to ask questions of, and receive answers from, officers and directors of the Company and persons acting on its behalf concerning the terms and conditions of this Agreement. The Employee has received sufficient information relating to the Company to enable her to make an informed decision with respect to Employee's investment in the Company. d. The Employee has adequate net worth and means of providing for his current needs and personal contingencies and can afford to sustain a complete loss of the Employee's investment in the Company. The Employee recognizes that an investment in the Company is speculative and involves certain risks, and the Employee has taken full cognizance of and understands and can evaluate all of the risks of the investment in the Shares. The Employee acknowledges that these risks include, without limitation, the following: (1) The Company and its operations are subject to all the risks inherent in the establishment and growth of a business in the trucking industry. The likelihood of the success of the Company must be considered in light of the problems, complications and delays frequently encountered in connection with the trucking industry. There can be no assurance that the Company will operate at a profit. -4- (2) The Shares represent a minor portion of the outstanding capital stock of the Company. Thus, it can be expected that the current majority owners, by virtue of their percentage share ownership, will continue to have the unrestricted ability to determine the composition of the Board of Directors and the policies of the Company. (3) It is highly unlikely that dividends will be paid with respect to the Shares. Moreover, there can be no assurance that the operations of the Company will generate sufficient revenues to enable the Company to declare or pay dividends on or make distributions with respect to the Shares, or that such dividends shall be permitted by the terms of the Company's credit facility with its senior lender. (4) The Employee recognizes that: (a) The existing shareholders of the Company (i.e., those who have been issued capital stock prior to the date hereof) have paid different amounts per share for their shares of common stock. (b) The Company does not represent nor has it been implied that any of the Shares can be resold at the offering price. (c) The Employee acknowledges that no Federal, state or foreign agency has passed upon, approved, recommended or endorsed the merits of the Shares for investment, or for any other purpose. e. The Employee understands that the Shares are being offered and sold in reliance on specific exemptions from the registration requirements of Federal and state law and that the Company is relying upon the truth and accuracy of the representations, warranties, agreements, acknowledgments and understandings set forth herein in order to determine the applicability of such exemptions and the suitability of the Employee to acquire the Shares. f. The Employee understands that (i) there is no established market for the Shares, nor is any such market expected to develop, and (ii) neither the Company nor any other person has any obligation or intention to effect the Registration of the Employee's Shares for sale, transfer or disposition by the Employee under the Securities Act or the Applicable Laws, or to take any action or provide any information (including, without limitation, the filing of reports or the publication of information required by Rule 144 under the Securities Act) which would make available any exemption from the Registration requirements of the Securities Act or the Applicable Laws. The Employee must therefore hold his Shares indefinitely unless a subsequent Registration or exemption therefrom is available and is obtained. g. The Employee understands that he is not entitled to cancel, terminate or revoke this subscription, except as may otherwise be set forth in this Section 5. -5- h. (1) If the Employee is a Pennsylvania resident, the Employee has received and read the notice of his right to withdraw under certain circumstances his subscription for Shares hereunder. The Employee represents that he understands that, in accepting an offer made pursuant to this Agreement to purchase Shares hereby, the Employee may elect, within two business days after the Company is in receipt of this executed Agreement, to withdraw from the Agreement and receive a full refund of all monies paid for the Shares. Such withdrawal will be without any further liability to the Employee. To accomplish this withdrawal, the Employee need only send a letter or a telegram to the Company indicating his intention to withdraw. If a letter is sent, the Employee understands that it should be sent by registered or certified mail, return receipt requested, to ensure that it is received and also to evidence the date on which it is mailed. If the Employee orally requests to withdraw, he should ask for written confirmation that the request has been received. (2) The Employee also agrees that he will not sell any of the Shares acquired hereby within twelve months from the date of purchase except in accordance with the requirements of the Pennsylvania Securities Act of 1972, as amended, as well as the Securities Act. i. No broker or finder has acted for the Employee in connection with his purchase of the Shares and no broker or finder is entitled to any broker's or finder's fees or other commissions in connection therewith based on agreements between the Employee and any broker or finder. j. The Employee is a resident of the Commonwealth of Pennsylvania. If an individual, the Employee is a citizen of the United States of America, is at least 21 years of age, and has the legal capacity to execute, deliver and perform this Agreement. k. All information which the Employee has provided to the Company concerning such Employee, such Employee's financial position and such Employee's knowledge of financial and business matters, including all information contained herein, is true and complete as of the date hereof. l. Appropriate restrictive endorsement(s) will be placed upon the certificates evidencing the Shares subscribed to hereby to reflect the foregoing and that the Company will give appropriate stop transfer instructions to the person(s) in charge of the transfer of the Employee's Shares. 6. Restrictive Legend. Stock Certificates representing the Shares issued to the Employee pursuant hereto shall bear the following legends: THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE BEEN ACQUIRED FOR INVESTMENT AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS. THE SECURITIES MAY NOT BE PLEDGED, HYPOTHECATED, SOLD -6- OR TRANSFERRED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER THE SECURITIES ACT OF 1933 AND APPLICABLE STATE SECURITIES LAWS OR A SATISFACTORY OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT SUCH PLEDGE, HYPOTHECATION, SALE OR TRANSFER IS EXEMPT THEREFROM UNDER ANY SUCH ACT AND APPLICABLE STATE SECURITIES LAWS. THE HOLDER OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE AGREES BY ACCEPTANCE HEREOF THAT SUCH HOLDER WILL NOT SELL ANY OF SUCH SECURITIES WITHIN TWELVE MONTHS FROM THE DATE OF THE PURCHASE THEREOF EXCEPT IN ACCORDANCE WITH THE REQUIREMENTS OF THE PENNSYLVANIA SECURITIES ACT OF 1972, AS AMENDED. 7. Termination of Options, Warrants and other Rights. Employee hereby cancels and terminates in all respects any and all Rights that may be held by Employee on the date hereof (collectively, the "Terminated Rights"). On the date hereof, Employee has delivered to the Company for cancellation any original documents in Employee's control or possession evidencing or representing any such Terminated Rights. Employee hereby releases the Company, the Company Affiliates, their respective directors, officers, employees and agents, and their respective successors and assigns, from any liability to Employee whatsoever relating to, arising out of, or in connection with, such Terminated Rights. The foregoing provisions shall not be construed to limit the ability of the Company to grant or issue to Employee, after the date hereof, any similar rights to acquire any capital stock or other securities of the Company and/or the Company Affiliates, including options or warrants. For purposes of this Agreement, "Rights" shall mean any contracts, subscriptions, calls, rights to convert, commitments or rights of any character or kind, including without limitation, options or warrants, to purchase or otherwise acquire or to require the Company and/or the Company Affiliates, to issue any capital stock or other securities of the Company and/or any other Affiliated Securities. 8. Mandatory Company Obligation to Repurchase Shares at Premium On Occurrence of Certain Events. a. In the event (i) that the Employee shall die ("Death"), (ii) of the disability of the Employee such that Employee is unable to perform his or her duties and responsibilities to the Company or any Company Affiliate to the full extent required by reasons of illness, injury or incapacity for a period of more than one hundred twenty (120) consecutive days or more than two hundred seventy (270) days, in the aggregate, during any three hundred sixty-five (365) day period ("Disability"), or (iii) Employee shall retire at reaching 65 years of age (or at such earlier age as may be agreed by Employee and the Company) ("Retirement" and together with Death and Disability, collectively the "Section 8 Events"), the Company shall (unless otherwise prevented by law) redeem all of the Shares owned by the Employee at the time of such Section 8 Event. The purchase price for the Shares so redeemed pursuant to the -7- provisions of this Section 8 shall be equal to the greater of (x) the price paid for such Shares by the Employee, and (y) the fair market value of such Shares, which shall be mutually agreed upon by the Employee and Company; provided that, in the event the Employee and Company cannot agree upon the fair market value for such Shares within thirty (30) days following the Section 8 Event in question, the fair market value of such Shares shall be determined by appraisal (pursuant to Sections 8(b) and 8(c) hereof). b. Such appraisal shall be conducted by an independent investment banking firm engaged by Company and agreed upon by the Employee (or Employee's personal representative or executor, if applicable); provided, however, that if the Company and Employee (or Employee's personal representative or executor, if applicable) cannot agree on an appraiser within forty (40) days following the Section 8 Event in question, each of the Company and Employee (or Employee's personal representative or executor, if applicable) shall within five (5) days thereafter select one appraiser, and such appraisers shall mutually agree within forty five (45) days thereafter upon the value of such Shares; and further provided, if such appraisers cannot mutually agree upon the value of such Shares, the appraisers shall (on or prior to such forty fifth (45th) day) mutually agree upon a third appraiser, which third appraiser shall determine, in its sole discretion, the value of such Shares. The Company shall be responsible for all of the costs of such appraisal. Any time periods set forth in this Section 8 shall be adjusted in order to account for any delay caused by such appraisal. c. If the determination of the fair market value of the Shares by the appraiser(s) depends on or takes into account the net income or projected net income of the Company for any prior or future period, the appraiser(s) shall be directed to exclude from such net income or projected net income any amounts paid or projected to be paid to or for the benefit of David R. Hamilton and to George McFadden in excess of their base salary and consulting fees and other base compensation, if any. d. Settlement for the purchase of such Shares by the Company pursuant to this Section shall be made within one (1) year following the date of the Section 8 Event, unless the Company for any reason is legally prohibited from redeeming any of those Shares, in which case the Company shall thereafter redeem such shares on the earliest date(s) on which the Company is no longer so prohibited from redeeming such Shares, or unless the Company has not obtained all required third party consents to such purchase, in which case settlement shall occur as promptly as practicable following the date that the Company shall obtain such consents. The Company hereby agrees to use its best efforts to obtain all such requisite third party consents. All settlements for the purchase and sale of such Shares shall, unless otherwise agreed to by the Company and Employee (or Employee's personal representative or executor, if applicable), be held at the principal offices of the Company during regular business hours. The precise date and hour of settlement shall be fixed by the Company (within the time limits allowed by the provisions of this Section) by notice in writing to Employee (or Employee's personal representative or executor, if applicable) given at least five (5) days in advance of the settlement date specified. At settlement, the Shares being sold shall be delivered by Employee -8- (or Employee's personal representative or executor, if applicable) to the Company, duly endorsed for transfer or with executed stock powers attached, with any necessary documentary and transfer tax stamps affixed by Employee. 9. Mandatory Company Obligation to Repurchase Shares at Premium On Occurrence of Other Events. a. In the event that (i) the Employee voluntarily resigns from the Company or a Company Affiliate, as the case may be (except as set forth in Section 10 below) or (ii) the Employee is terminated without Cause (as defined below) (any of the foregoing, a "Section 9 Event"), the Company shall (unless otherwise prevented by law), redeem up to all of the Shares owned by the Employee at the time of such Section 9 Event. The purchase price for any Shares redeemed pursuant to the provisions of Section 9(a)(i) hereof shall be equal to (x) the greater of the price paid by the Employee for each such Share, and (y) an amount equal to two-thirds of the fair market value of such Shares (as determined in accordance with the provisions of Section 8 hereof). The purchase price for any Shares redeemed pursuant to the provisions of Section 9(a)(ii) hereof shall be equal to the greater of (r) the price paid by the Employees for each such Share, and (s) the fair market value of such Shares (as determined in accordance with the provisions of Section 8 hereof. b. Settlement for the purchase of such Shares by the Company pursuant to this Section shall be made within one (1) year following the date of the Section 9 Event, unless the Company for any reason is legally prohibited from redeeming any of those Shares, in which case the Company may thereafter redeem such shares on the earliest date(s) on which the Company is no longer so prohibited from redeeming such Shares, or unless the Company has not obtained all required third party consents to such purchase, in which case settlement shall occur as promptly as practicable following the date that the Company shall obtain such consents. The Company hereby agrees to use its best efforts to obtain all such requisite third party consents. Settlement for the purchase and sale of such Shares shall, unless otherwise agreed to by the Company and Employee, be held at the principal offices of the Company during regular business hours. The precise date and hour of settlement shall be fixed by the Company (within the time limits allowed by the provisions of this Section) by notice in writing to Employee given at least five (5) days in advance of the settlement date specified. At settlement, the Shares being sold shall be delivered by Employee to the Company, duly endorsed for transfer or with executed stock powers attached, with any necessary documentary and transfer tax stamps affixed by Employee in exchange for the purchase price therefor. 10. Optional Company Right to Repurchase Shares for Purchase Price Thereof. a. In the event (each of the following, a "Section 10 Event") that the Employee's employment with the Company or a Company Affiliate shall cease as a consequence of (a) the Employee's willful or gross malfeasance or gross misconduct with respect to the Company or a Company Affiliate, including without limitation, fraud, embezzlement, theft or proven dishonesty in the course of his employment or (b) Employee's conviction of a felony (the -9- events described in subsections (a) and (b), collectively, "Cause"), the Company may (unless otherwise prevented by law), at its option, upon written notice thereof given within 30 days of such Section 10 Event and upon the tender of payment therefor, redeem all of the Shares owned by the Employee at the time of such Section 10 Event. The purchase price for any Shares so redeemed pursuant to the provisions of this Section 10 shall be equal to the price paid by the Employee for such Shares. b. Settlement for the purchase of such Shares by the Company pursuant to this Section shall be made within one (1) year following the date of the Section 10 Event, unless the Company for any reason is legally prohibited from redeeming any of those Shares, in which case the Company may thereafter redeem such shares on the earliest date(s) on which the Company is no longer so prohibited from redeeming such shares, or unless the Company has not obtained all required third party consents to such purchase, in which case settlement shall occur as promptly as practicable following the date that the Company shall obtain such consents. All settlements for the purchase and sale of such Shares shall, unless otherwise agreed to by the Company and Employee, be held at the principal offices of the Company during regular business hours. The precise date and hour of settlement shall be fixed by the Company (within the time limits allowed by the provisions of this Section) by notice in writing to Employee given at least five (5) days in advance of the settlement date specified. At settlement, the Shares being sold shall be delivered by Employee to the Company, duly endorsed for transfer or with executed stock powers attached, with any necessary documentary and transfer tax stamps affixed by Employee. 11. Company Purchase Option. a. Employee shall not (either during or following Employee's employment with the Company) transfer, sell, donate, pledge or otherwise dispose of or encumber (collectively, "Transfer") any Shares except as provided in this Section 11. b. In the event Employee (either during or following Employee's employment with the Company) desires to in any way directly or indirectly, Transfer, either voluntarily or involuntarily, all or any portion of his Shares, Employee shall first obtain a bona fide written offer which he desires to accept (hereinafter called the "Offer") to purchase the Shares which he desires to sell ("Offered Shares"). Employee shall then provide written notice to the Company of such desire which notice shall set forth the price per share for the Offered Shares set forth in the Offer, and the other terms and conditions upon which Employee shall sell the Offered Shares. The purchase price payable by the Company for such Offered Shares shall be equal to the price per Share paid by the Employee for such Shares. c. For a period of fifteen (15) days after the delivery to the Company of notice of the Offer, the Company shall have the option, exercisable by written notice to Employee, to purchase the Offered Shares for the purchase price set forth above. If the Company does not exercise its option to purchase the Offered Shares within the applicable fifteen (15) day period, the Company's option to purchase the Offered Shares shall terminate and Employee shall have -10- the right to sell the Offered Shares to the third party making the Offer at a purchase price not less than the purchase price set forth in the Offer and substantially in accordance with the other terms and conditions of the Offer; provided, however, that if a Transfer to such third party is not consummated within ninety (90) days after the expiration of the foregoing fifteen (15) day period at a purchase price not less than the purchase price set forth in the Offer and substantially in accordance with the other terms and conditions of the Offer, Employee shall not be entitled to Transfer the Offered Shares unless a new Offer is obtained and the Offered Shares are then reoffered to the Company in accordance with the foregoing procedures of this Section. d. Settlement for the purchase of Offered Shares by the Company pursuant to this Section shall be made within thirty (30) days following the date of exercise of the option. Settlements for the purchase and sale of Offered Shares shall, unless otherwise agreed to, be held at the principal offices of the Company during regular business hours. The precise date and hour of settlement shall be fixed by the Company (within the time limits allowed by the provisions of this Agreement) by notice in writing to Employee given at least five (5) days in advance of the settlement date specified. At settlement, the Offered Shares being sold shall be delivered by Employee to the Company, duly endorsed for transfer or with executed stock powers attached, with any necessary documentary and transfer tax stamps affixed by Employee. e. This Section shall not apply to a transfer of Shares by Employee to his spouse, parents, siblings or lineal descendants or any such persons or to a trust for the benefit of any of the foregoing (including trusts for such Employee's benefit); provided, that any such transferee shall agree in writing to be bound by, and to comply with, all applicable provisions of this Agreement; provided, further, that any shares so transferred shall be held by the transferee subject to the rights, obligations, sale/repurchase rights and other burdens which would be imposed on Employee with respect to such Shares as if he had not transferred the shares. f. In connection with, and as a condition of, permitting any Transfer or delivery of stock certificates under this Section, the Company may require Employee to pay to it a sufficient sum to enable it to pay, or to reimburse it for any payment made in respect of, any stamp tax or other governmental charge in connection with such transfer or delivery. g. The provisions of this Section 11 shall remain in full force and effect until the closing of the first public offering of the Company's common stock after the date hereof. 12. Noncompetition: Non-Solicitation; Proprietary Information; Property. a. The Employee shall not, during all times (the "Term") that he is employed or retained by, or otherwise associated with, the Company or a Company Affiliate and for a period of twelve months thereafter (the "Restricted Period"), do any of the following directly or indirectly without the prior written consent of the Company: -11- (1) engage or participate in any business activity competitive with the Company's business, or the business of any of the Company Affiliates, as same are conducted during the Term with respect to any period during the Term, or upon the termination of the Term with respect to the balance of the Restricted Period (the "Business"); (2) become interested in (as owner, stockholder, lender, partner, co-venturer, director, officer, employee, agent, consultant or otherwise) any person, firm, corporation, association or other entity engaged in any business that is competitive with the Business during the Term or the balance of the Restricted Period, or become interested in any portion of the business of any person where such portion of such business is competitive with the Business during the Term or the balance of the Restricted Period. Notwithstanding the foregoing, Employee may hold not more than one percent (1%) of the outstanding securities of any class of any publicly-traded securities of a company that is so engaged. b. Employee shall not, during the Term and for the balance of the Restricted Period, do any of the following, directly or indirectly, without the prior written consent of the Company: (1) solicit, call on, or in any way contact, either directly or indirectly, whether on behalf of Employee or any other person, any account, client, customer or supplier with whom (or which) the Company or a Company Affiliate shall have dealt at any time during the Term or for the two (2) year period immediately preceding the Term; (2) influence or attempt to influence any supplier, customer or potential customer of the Company or a Company Affiliate to terminate or modify any written or oral agreement or course of dealing with the Company or a Company Affiliate; (3) employ or retain, or arrange to have any other person or entity employ or retain, any person who shall have been employed or retained by the Company or a Company Affiliate as an employee, consultant, agent, distributor or in a similar such capacity at any time during the Term; or (4) influence or attempt to influence any such person to terminate or modify his employment, consulting, agency, distributorship or other arrangement with the Company or a Company Affiliate. c. (1) Employee recognizes and acknowledges that the Proprietary Information (as hereinafter defined) is a valuable, special and unique asset of the business of the Company. As a result, both during the Term and thereafter, Employee shall not, without the prior written consent of the Company, for any reason either directly or indirectly divulge to any third-party or use for his own benefit, or for any purpose other than the exclusive benefit of the Company, any confidential, proprietary, business and technical information or trade secrets of the Company or of any Company Affiliate ("Proprietary Information") revealed, obtained or developed in the course of his retention with the Company or Company Affiliate. -12- Such Proprietary Information shall include, but shall not be limited to, any information relating to research, computer codes or instructions, costs, business studies, business procedures, finances, marketing data, methods, plans and efforts, the identities of customers, contractors and suppliers and prospective customers, contractors and suppliers, the terms of contracts and agreements with customers, contractors and suppliers, personnel information, customer and vendor credit information, and any other confidential information relating to the business of the Company, provided, that nothing herein contained shall restrict Employee's ability to make such disclosures during the Term as may be necessary or appropriate to the effective and efficient discharge of his duties to the Company or as such disclosures may be required by law, and further provided, that nothing herein contained shall restrict Employee from divulging or using for his own benefit or for any other purpose any Proprietary Information which is readily available to the general public so long as such information did not become available to the general public as a direct or indirect result of Employee's breach of this Section 12(c)(1). Failure by the Company to mark any of the Proprietary Information as confidential or proprietary shall not affect its status as Proprietary Information under the terms of this Agreement. (2) In the event that the Employee is requested pursuant to, or required by, applicable law or regulation or by legal process to disclose any such Confidential Information, the Employee shall provide the Company with prompt notice of such request or the receipt of legal process to enable the Company to seek an appropriate protective order, to consult with the Company with respect to the taking of steps to resist or narrow the scope of such request or process, and/or waive compliance in whole or in part with the Employee's agreement to maintain the confidentiality of such data or information. If and to the extent after the foregoing notice, in the absence of a protective order or receipt of a waiver under this Agreement, the Employee is, in the written opinion of the Employee's counsel, compelled to disclose such data or information or be liable for contempt or suffer censure or penalty or violate applicable laws or regulations, the Employee may disclose such data or information without liability to the Company under this Agreement. d. All right, title and interest in and to Proprietary Information shall be and remain the sole and exclusive property of the Company. During the Term, Employee shall not remove from the Company's offices or premises any documents, records, notebooks, files, correspondence, reports, memoranda or similar materials of or containing Proprietary Information, or other materials or property of any kind belonging to the Company unless necessary or appropriate in accordance with his employment and, in the event that such materials or property are removed, all of the foregoing shall be returned to their proper files or places of safekeeping as promptly as possible after the removal shall serve its specific purpose. Employee shall not make, retain, remove and/or distribute any copies of any of the foregoing for any reason whatsoever, except as disclosure shall be necessary in the performance of his duties; and upon the termination of the Term, he shall leave with or return to the Company all originals and copies of the foregoing then in his possession, whether prepared by Employee or by others. -13- e. Employee acknowledges that the restrictions contained in this Section 12 are reasonable and necessary to protect the legitimate interests of the Company and its affiliates and that the Company would not have entered into this Agreement in the absence of such restrictions. Employee also acknowledges that any breach by him of this Section 12 will cause continuing and irreparable injury to the Company for which monetary damages would not be an adequate remedy. Employee shall not, in any action or proceeding to enforce any of the provisions of this Agreement, assert the claim or defense that such an adequate remedy at law exists. In the event of such breach by Employee, the Company shall have the right to enforce the provisions of this Section 12 by seeking injunctive or other relief in any court, and this Agreement shall not in any way limit remedies of law or in equity otherwise available to the Company. If an action at law or in equity is necessary to enforce or interpret the terms of this Agreement, the prevailing party shall be entitled to recover, in addition to any other relief, reasonable attorneys' fees, costs and disbursements. In the event that the provisions of this Section 12 should ever be adjudicated to exceed the time, geographic, or other limitations permitted by applicable law in any applicable jurisdiction, then such provisions shall be deemed reformed in such jurisdiction to the maximum time, geographic, or other limitations permitted by applicable law. In the event that Employee shall be in breach of any of the restrictions contained in Sections 12(a) and/or (b) hereof, then the Restricted Period shall be extended for a period of time equal to the period of time that Employee is in breach of such restriction. 13. Change of Control. a. If at any time while Employee is employed by the Company or a Company Affiliate (i) there shall occur a Change of Control (as defined below) or (ii) David R. Hamilton shall cease to be Chairman and Chief Executive Officer of the Company (each of the foregoing, a "Section 13 Event"), then Employee may elect at any time within twenty-four months after such event to terminate Employee's employment upon thirty days prior written notice given at any time within said twelve months, such termination to be effective at the expiration of said thirty day period. b. In the event that following the occurrence of a Section 13 Event, (i) Employee makes such election to terminate Employee's employment as set forth in Section 13 (a) hereof, or (ii) Employee's employment shall be terminated by the Company or a Company Affiliate (other than for Cause) within twenty-four months following the occurrence thereof, then Employee shall receive severance payments in accordance with Section 14 hereof "Employee Severance". c. For purposes of this Section 13, a "Change of Control" means the sale, transfer, assignment or other disposition (including by merger or consolidation) by stockholders of the Company, in one transaction or a series of related transactions, such that following such transaction(s) David R. Hamilton and George McFadden, collectively, cease to own (directly, or indirectly through their Affiliates) more than fifty percent (50%) of the voting power represented by the then outstanding stock of the Company. For these purposes, -14- "Affiliate" means (i) any entity directly or indirectly controlling, controlled by or under common control with such stockholder, (ii) any immediate family member of such stockholder, or (iii) any trust for the benefit of such stockholder or any immediate family member of such stockholder. 14. Employee Severance. In the event that (a) Employee's employment with the Company or a Company Affiliate shall be terminated at any time by the Company (or a Company Affiliate, as the case may be) under the circumstances described in Section 13 (b) hereof following the occurrence of a Section 13 Event, then Employee shall, for a period of not less than twelve months following the termination of Employee's employment, continue to receive Employee's base salary and benefits package including the use of a company car and related costs, reimbursement of club dues, health and dental plan, participation in the Company's Pension and 401 (k) plans and any additional employee benefits which may be in effect at the time of such termination. Base salary shall continue to be inclusive of all applicable income, social security and other taxes and charges which are required by law to be withheld by the Company and in accordance with Company's normal payroll practices for its executives from time to time in effect. 15. Notice. Any notice or communication required or permitted under this Agreement shall be made in writing and sent by certified or registered mail, return receipt requested, addressed as follows: If to the Company: Chemical Leaman Corporation 102 Pickering Way Exton, PA 19341 Fax: (610) 363-4233 If to the Employee: Eugene C. Parkerson c/o Chemical Leaman Corporation 102 Pickering Way Exton, PA 19341 Telephone (610) 3634256 or to such other address as either party may from time to time duly specify by notice given to the other party in the manner specified above. 16. Gender; Number. All pronouns and other words used herein shall include all genders and the singular and the plural as the context requires. -15- 17. Headings. The headings of the Sections located herein are for convenience only, and they are not part of this Agreement and shall not affect its interpretation. 18. Applicable Law. This Agreement shall be governed by and be construed in accordance with the internal laws of the Commonwealth of Pennsylvania, without regard to the principles of conflicts of laws thereof. 19. Entire Agreement. This Agreement constitutes the entire understanding among the parties with respect to the subject matter hereof, and supersedes any prior understanding and/or written or oral agreements among them with respect thereto, except as may be contained herein. This Agreement may not be changed or modified, except by an Agreement in writing signed by each of the parties hereto. 20. No Third Party Beneficiaries. This Agreement is for the sole benefit of the parties hereto and their respective permitted successors and assigns, and neither this Agreement, nor any provision hereof shall be construed as conferring and are not intended to confer any rights on any other persons. In furtherance and not in limitation of the foregoing, the parties hereto acknowledge and agree that the Shares being sold hereunder are being sold by the Company pursuant to this Agreement only, and are not being sold pursuant to a plan or other arrangement generally available to the Company's employees. 21. Binding Effect. Except as otherwise provided herein, this Agreement shall be binding upon and inure to the benefits of the parties hereto, their successors and assigns. 22. Assignment. The Employee agrees not to transfer or assign this Agreement, or any of the Employee's interest herein, and further agrees that the transfer or assignment of the Shares shall be made only in accordance with applicable laws and the terms of this Agreement. 23. Counterparts. This Agreement may be executed in one or more counterparts, each of which shall be deemed an original, and all of which together shall be deemed to be one and the same instrument. IN WITNESS WHEREOF, the parties executed this Purchase Agreement on the date and year first written above. CHEMICAL LEAMAN CORPORATION BY: /s/ David R. Hamilton ---------------------------------------- Title: EUGENE C. PARKERSON /s/ Eugene C. Parkerson ---------------------------------------- Signature -16- EX-10.8 15 PROMISSORY NOTE EXHIBIT 10.8 PROMISSORY NOTE $244,844.00 Exton, PA September 10, 1996 FOR VALUE RECEIVED, Eugene C. Parkerson, an individual residing in the Commonwealth of Pennsylvania (the "Maker") hereby promises to pay to the order of CHEMICAL LEAMAN CORPORATION, a Pennsylvania corporation (the "Holder"), at such place as the Holder may designate from time to time in writing, the principal sum of Two hundred forty-four thousand eight hundred forty-four dollars ($244,844.00) in lawful money of the United States of America, together with interest on the outstanding principal balance hereunder as hereinafter provided. This Promissory Note is made in connection with the purchase by Maker and the sale by the Holder of shares of the common stock of the Holder (the "Shares") pursuant to the terms of a Stock Purchase Agreement (the "Agreement"), dated the date hereof, by and among the Maker and the Holder. Capitalized terms used herein and not otherwise defined herein shall have the meanings ascribed to them in the Agreement. 1. Pavements of Interest and Principal. Payments of principal plus interest shall be payable in accordance with the terms hereof. If not prepaid in full prior thereto, the outstanding principal balance hereunder shall be paid in full on the tenth (10th) anniversary of the date of this Note (the "Maturity Date"). Interest shall be payable on the unpaid principal hereof outstanding from time to time at a rate equal to 7.25% per annum. Interest shall be payable annually, in arrears, commencing on December 31, 1996, and continuing each year thereafter, until the Maturity Date, with the final installment of interest, and any other accrued and unpaid interest hereon, payable on the Maturity Date. Interest shall be calculated on the basis of actual days elapsed over a 365-day year and shall be payable until the Maturity Date or until this Note is prepaid in full pursuant to the terms set forth below. All amounts payable hereunder shall be paid by the Maker in lawful money of the United States of America, by check or wire transfer (at the Maker's option), or any other method approved in advance by the Holder at the place designated by the Holder in writing to the Maker, in immediately available and freely transferable funds at such place of payment. Notwithstanding anything herein to the contrary, the effective rate of interest hereunder shall not exceed the maximum effective rate of interest permitted by applicable law or regulation. 2. Prepayments. a. The Maker may prepay at any time all or any portion of the sums due hereunder without penalty or premium. b. In the event that, from time to time, the Maker (or any person to whom any of the Shares are transferred in accordance with Section 1l(e) of the Agreement) sells, transfers or conveys all or any portion of the Shares for consideration, including without limitation to the Holder, the Maker shall immediately thereafter prepay this Note to the extent of the net proceeds realized by the Maker (or such other seller) upon such sale. transfer or conveyance. For purposes 1 hereof, "net proceeds" shall be defined as the gross proceeds realized by the Maker (or such other seller), less only reasonable attorneys' fees and other customary and usual transaction costs incurred by Maker (or such other seller) in connection therewith. c. In the event that, from time to time, the Maker (or any person to whom any of the Shares are transferred in accordance with Section 11(e) of the Agreement) shall receive cash dividends in respect of the Shares, the Maker shall immediately thereafter prepay this Note to the extent of such dividends received by the Maker (or such other seller). d. Any prepayment hereunder shall be applied first to any accrued and unpaid interest and then to principal in the inverse order of the due dates of the installments thereof. 3. Events of Default. The occurrence of one or more of the following events shall constitute an event of default hereunder (an "Event of Default"): a. should there be any default in the payment of any installment of principal and/or interest on any day whereon the same is payable as above expressed, including without limitation, a mandatory prepayment pursuant to Sections 2(b) or 2(c) hereof, and such default shall continue for a period of five (5) days after written notice thereof from the Holder to the Maker; or b. in the event that the Maker (i) makes an assignment for the benefit of creditors, (ii) admits in writing his inability to pay his debts as they become due, (iii) files a voluntary petition in bankruptcy, (iv) is adjudicated as bankrupt or insolvent, (v) files any petition or answer seeking for himself any relief under laws relating to reorganization, arrangement, composition, readjustment, liquidation, dissolution or similar relief under any present or future statute, law, or regulation, (vi) files any answer admitting or not contesting the material allegation of a petition filed against the Maker in any such proceeding, or (vii) seeks, consents to, or acquiesces in, the appointment of any trustee, receiver, or liquidator of the Maker or of all or any substantial part of the properties of the Maker; or c. if, within 60 days after the commencement of an action against the Maker seeking any relief under laws relating to reorganization, arrangement, composition, readjustment, liquidation, dissolution, or similar relief under any present or future statute, law or regulation, such action shall not have been dismissed or all orders or proceedings under such action affecting the operations or the business of the Maker stayed, or if the stay of any such order or proceeding shall later be set aside, or if, within 60 days after the appointment without the consent or acquiescence of the Maker of any trustee, receiver, or liquidator of the Maker or of all or any substantial part of the properties of the Maker, such appointment shall not have been vacated. 4. Remedies. Upon the occurrence of any Event of Default, the entire unpaid principal sum hereunder plus any and all interest accrued thereon plus all other sums due and payable to the Holder hereunder shall, at the option of the Holder, become due and payable immediately. In the event that legal proceeding s are instituted to collect any amount due hereunder, the Maker agrees to pay the Holder, in addition to the amount of the unpaid balance 2 of principal and interest, all costs and expenses of such proceedings, including reasonable attorney's fees. The remedies of the Holder provided herein and in the Agreement, and the warrants of attorney herein or therein contained, shall be cumulative and concurrent, and may be pursued singly, successively and together at the sole discretion of the Holder, and may be exercised as often as occasion therefor shall occur and the failure to exercise any such right or remedy shall in no event be construed as a waiver or release of the same. 5. Non-Recourse. Notwithstanding the face amount hereof, or any other provisions herein or in the Agreement, the Maker shall only be personally liable under this Note for (a) an amount not to exceed twenty percent (20%) of (i) the original face amount hereof, plus (ii) the aggregate amount of any interest owing to the Holder from time to time hereunder, and (b) any amounts required to be prepaid pursuant to Sections 2(b) and 2(c) hereof, and the Maker shall have no other personal liability on account of this Note; provided that, in the event that the Maker shall sell, transfer or convey all of the Shares to the Holder in exchange for an amount that, together with all amounts paid to the Holder pursuant to Section 5(b) hereof, does not equal or exceed the sum expressed in Section 5(a) hereof, the Maker shall not be personally liable in respect hereof for any additional amounts. 6. Notices. Notices of prepayment and all other notices to be given to the Holder shall be given by overnight U.S. registered mail (return receipt requested), overnight courier, or telecopier to the Holder at 102 Pickering Way, Exton, Pennsylvania 19341, or at such other address as the Holder shall notify the Maker thereof in writing. 7. Waivers. The Maker, to the extent permitted by law, waives and agrees not to assert or take advantage of any of the following: (a) acceptance or notice of acceptance of this Note by the Maker; (b) presentment and/or demand for payment of this Note or any indebtedness or obligations hereby promised; and (c) protest any notice of dishonor with respect to this Note or any indebtedness or performance of obligations arising hereunder. 8. Exclusive Jurisdiction. Maker agrees that any action or proceeding against him to enforce the Note shall be commenced in state or federal court in the County of Chester in the Commonwealth of Pennsylvania, and Maker waives personal service of process and agrees that a summons and complaint commencing an action or proceeding in any such court shall be properly served and shall confer personal jurisdiction if served in accordance with the notice provisions set forth herein. 9. Severability. In the event that any provision of this Note is held to be invalid, illegal or unenforceable in any respect or to any extent, such provision shall nevertheless remain valid, legal and enforceable in all such other respects and to such extent as may be permissible. Any such invalidity, illegality or unenforceability shall not affect any other provisions of this Note, but this Note shall be construed as if such invalid, illegal or unenforceable provision had never been contained herein. 3 10. Transfer, etc.; Successors and Assigns. Neither the Maker nor the Holder may assign or delegate any of its rights or obligations (as the case may be) under this Note, except that the Holder may assign this Note to any subsidiary or affiliate thereof. 11. Captions. The captions or headings of the paragraphs in this Note are for convenience only and shall not control or affect the meaning or construction of any of the terms or provisions of this Note. 12. Governing Law. This Note shall be governed by and construed in accordance with the laws of the Commonwealth of Pennsylvania, without reference to conflict of laws principles. IN WITNESS WHEREOF, the Maker has duly executed this Note the day and year above first written. Witness - --------------------------------- ---------------------------------- EUGENE C. PARKERSON EX-10.9 16 PLEDGE AGREEMENT EXHIBIT 10.9 PLEDGE AGREEMENT ---------------- This Pledge Agreement (the "Agreement") is made as of the 10th day of September, 1996, by and between CHEMICAL LEAMAN CORPORATION, a Pennsylvania corporation (the "Company") and Eugene C. Parkerson, a resident of the Commonwealth of Pennsylvania ("Employee"). BACKGROUND ---------- Pursuant to a Purchase Agreement, dated September 10, 1996, between the Company and Employee, the Company sold to Employee 58.25 shares of the common stock of the Company (the "Shares") in exchange for (a) a cash payment of $100,656.00 and (b) a limited recourse promissory note of Employee, also dated September 10, 1996, in the principal amount of $248,844.00 (the "Note"). It was the intent of the parties to the Purchase Agreement that the obligations of Employee under the Note be secured by the grant of a security interest in the Shares. The parties hereto desire to evidence such grant by the execution and delivery of this Agreement. NOW, THEREFORE, in consideration of the foregoing and of the mutual promises and covenants herein contained, and intending to be legally bound, Employee and the Company hereby agree as follows: ARTICLE 1 PLEDGE ------ 1.1. Grant of Security Interest. Employee hereby assigns, pledges and grants to the Company a security interest in the Shares, together with all additions thereto, substitutions or exchanges therefor, proceeds thereof and distributions thereon (which shall be referred to collectively herein as the "Collateral"), as collateral security for the Note and for the payment and performance of all indebtedness, liability and obligations of Employee to Company (collectively, the "Obligations"), whether for principal, interest, fees, expenses or otherwise, now existing or hereafter created or arising under the Purchase Agreement, the Note and this Agreement (collectively, the "Documents"), all on the terms and conditions set forth herein. The Obligations shall include amounts for which Employee has no personal liability pursuant to Paragraph 5 of the Note. 1.2. Limitations on Encumbrances. Prior to the full payment and performance of the Obligations, Employee agrees not to create or permit to exist any lien, security interest, or other charge or encumbrance upon or with respect to any of the Collateral, except the security interest under this Agreement. 1.3. Additional Security. Prior to the full payment and performance of the Obligations, the Company shall be entitled to receive, as additional Collateral any and all additional shares of stock or any other property of any kind distributable on or by reason of the Shares pledged hereunder, whether in the form of or by way of stock dividends or otherwise, with the sole exception of normal, regularly declared cash dividends. If any of such property, other than such cash dividends, shall come into the possession or control of Employee, Employee shall hold or control and forthwith transfer and deliver the same to Company subject to the provisions hereof. 1.4. Rights Prior to a Default. So long as no default has occurred under any of the Obligations or Documents and Employee is in full compliance with the terms hereof: (a) Employee shall be entitled to receive and retain any normal, regularly declared cash dividends paid on the Shares pledged hereunder. (b) Employee may exercise all voting rights, if any, pertaining to the Shares for any purpose. 1.5. Further Assurances. Employee shall take all actions (and execute and deliver from time to time all instruments and documents) necessary or appropriate or reasonably requested by Company, to continue the validity, enforceability and perfected status of the pledge of the Shares hereunder. 1.6 No Obligations. The Company shall be under no obligation to take any actions and shall have no liability (except for negligence or willful misconduct) with respect to the preservation or protection of the pledged Shares or any underlying interests represented thereby as against any prior or other parties. 1.7. Extensions, etc. Employee agrees that the Company, at any time and without affecting its rights in the pledged Shares and without notice to Employee, may grant any extensions, releases or other modifications of any kind respecting the Documents, Obligations and any collateral security therefor and Employee, except as otherwise provided herein or in the Documents, waives all notices of any kind in connection with the Obligations, the Documents and any changes therein or defaults or enforcement proceedings thereunder, whether against Employee or any other party. Employee hereby waives any rights it has at equity or in law to require the Company to apply any rights of marshalling or other equitable doctrines in the circumstances. 1.8. Default. After the occurrence of an Event of Default (as defined in the Note) or if any agreement of Employee hereunder is breached or proves to be false (a "Default"): (a) The Company may transfer or cause to be transferred any of the pledged Shares into its own or a nominee's or nominees' names. (b) The Company shall be entitled to receive and apply in payment of the Obligations any cash dividends or other payment on the pledged Shares. (c) The Company shall be entitled to exercise in the Company's discretion all voting rights, if any, pertaining thereto and in connection therewith and at the written request of the Company, Employee shall execute any appropriate dividend, payment or brokerage orders or proxies. (d) Employee shall take any action necessary or required or reasonably requested by the Company, in order to allow the Company fully to enforce the pledge of the Shares hereunder and realize thereon to the fullest possible extent, including but not limited to the filing of any claims with any court. Liquidator or trustee' custodian, receiver or other like person or party. (e) The Company shall have all the rights and remedies granted or available to it hereunder, under the Uniform Commercial Code as in effect from time to time in Pennsylvania, under any other statute or the common law, or under any of the Documents, including the right to sell the pledged Shares or any portion thereof at one or more public or private sales upon ten (10) days' written notice and to bid thereat or purchase any part or all thereof in its own or a nominee's or nominees' names, free and clear of any equity or redemption; and to apply the net proceeds of the sale, after deduction for any expenses of sale, including the payment of all the Company's reasonable attorneys' fees in connection with the Obligations and the sale, to the payment of the Obligations in any manner or order which the Company in its sole discretion may elect, without further notice to or consent of Employee and without regard to any equitable principles of marshalling or other like equitable doctrines. 1.9. Appointment as Attorney-in-Fact. Effective upon the occurrence of a Default, Employee hereby irrevocably appoints Company as its attorney-in-fact to execute, deliver and record, if appropriate, from time to time any instruments or documents in connection with the Collateral, in Employee or the Company's names. 1.10. Duration of Provisions. The provisions of this Agreement shall remain in full force and effect until the payment and satisfaction in full of the Obligations. ARTICLE 2 MISCELLANEOUS ------------- 2.1. Entire Agreement; Amendments. This Agreement, together with the Note and the Purchase Agreement, constitute the entire understanding among the parties hereto with respect to the subject matter contained herein and supersedes any prior understandings and agreements among them respecting such subject matter. In the event of any inconsistency between this Agreement shall control. 2.2. Headings. The headings in this Agreement are for convenience of reference only and shall not affect its interpretation. 2.3. Gender; Number. Words of gender may be read as masculine, feminine, or neuter, as required by context. Words of number may be read as singular or plural, as required by context. 2.4. Severability. If any provision of this Agreement is held illegal, invalid, or unenforceable, such illegality, invalidity, or unenforceability will not affect any other provision hereof. This Agreement shall, in such circumstances, be deemed modified to the extent necessary to render enforceable the provisions hereof. 2.5. Waiver. The failure of any party hereto to insist upon strict performance of any of the terms or conditions of this Agreement will not constitute a waiver of any of its rights hereunder. 2.6. Assignment. No party hereto may assign any of its rights or delegate any of its obligations hereunder without the prior written consent of the other parties hereto. 2.7. Successors and Assigns. This Agreement binds, inures to the benefit of, and is enforceable by the successors and assigns of the parties hereto, and does not confer any rights on any other persons or entities. 2.8. Governing Law. This Agreement shall be construed and enforced in accordance with the law of the Commonwealth of Pennsylvania. 2.9. Counterparts. This Agreement may be executed in any number of counterparts and any party hereto may execute any such counterpart, each of which when executed and delivered shall be deemed to be an original and all of which counterparts taken together shall constitute but one and the same instrument. 2.10. Personal Lability. Notwithstanding anything herein contained to the contrary. Employee shall only be personally liable under the Note and this Agreement to the extent set forth in Paragraph 5 of the Note. IN WITNESS WHEREOF, the parties have executed this Agreement on the date first above written. ATTEST: CHEMICAL LEAMAN CORPORATION By: By: /s/ David M. Boucher -------------------------------- --------------------------------- Title: Title: Witness: /s/ Eugene C. Parkerson - ----------------------------------- ------------------------------------ EUGENE C. PARKERSON EX-10.10 17 MATERIAL CONTRACTS EXHIBIT 10.10 [LOGO] CHEMICAL LEAMAN CORPORATION 102 Pickering Way o Exton, Pennsylvania 19341-0200 DAVID M. BOUCHER Senior vice President Chief Financial Officer 610-363-4215 Direct Dial 610-363-4233 Facsimile September 10, 1996 Philip J. Ringo 102 Pickering Way Exton, PA 19341 Re: Amendment No. 1 to Stock Purchase and Pledge Agreement Dear Phil: Reference is hereby made to that certain (i) Stock Purchase and Pledge Agreement (the "Agreement"), dated August 9, 1995, by and between Chemical Leaman Corporation (the "Company") and Philip J. Ringo ("Ringo"), and (ii) the $456,000 Promissory Note (the "Note") executed by Ringo in connection therewith. Capitalized terms used herein and not otherwise defined herein shall have the meanings ascribed to them in the Agreement. The Company desires to issue and sell to Ringo, as of the date hereof, 11.25 shares of the common stock of the Company (the "Additional Shares"), and Ringo desires to purchase such Additional Shares. The Company and Ringo further desire that the purchase of such Additional Shares be upon the terms and subject to the conditions set forth in the Agreement. This Amendment No. 1 to Stock Purchase and Pledge Agreement sets forth the terms and conditions pursuant to which the Company shall issue and sell, and Ringo shall purchase, the Additional Shares. 1. Subject to the terms and conditions set forth herein and in the Agreement, Ringo hereby subscribes for and agrees to purchase from the Company and the Company hereby agrees to sell to Ringo, on the date hereof, the Additional Shares. 2. As full payment for the Additional Shares, on the date hereof, Ringo shall pay to the Company an amount equal to Six thousand Dollars ($6,000.00) per Share, for an aggregate purchase price of $67,500 (the "Purchase Price") by the delivery to the Company of a promissory note in the aggregate principal amount of $67,500 in substantially the form attached hereto as Exhibit A (the "Additional Note"). 3. The Company's representations and warranties as set forth in Article 3 of the Agreement remain true and correct on the date hereof, except that all references therein to the "Shares" shall include the Additional Shares and all references therein to the "Agreement" shall include this Amendment No. 1. 4. Ringo's representations and warranties as set forth in Article 4 of the Agreement remain true and correct on the date hereof, except that all references therein to the "Shares" shall include the Additional Shares. 5. The definition of "Collateral" set forth in Article 5 of the Agreement, shall hereinafter include the Additional Shares, together with all additions thereto, substitutions or exchanges therefor, proceeds thereof and distributions thereon. The definition of "Obligations" set forth in Article 5 of the Agreement' shall hereinafter include the Additional Note and shall include amounts for which Ringo has no personal liability pursuant to Paragraph 5 of the Additional Note. The definition of "Documents" set forth in Article 5 of the Agreement shall hereinafter include the Additional Note and this Amendment No. 1. The references to "Shares" set forth in Article 5 of the Agreement shall hereinafter include the Additional Shares. 6. The references to "Shares" set forth in Article 6 of the Agreement, shall hereinafter include the Additional Shares. 7. This Amendment No. 1, together with the Agreement, the Note, the Additional Note and the Letter Agreement, constitute the entire understanding among the parties hereto with respect to the subject matter contained herein and supersedes any prior understandings and agreements among them respecting such subject matter. In the event of any inconsistency between the Agreement, as amended hereby, and the Letter Agreement, the terms of this Agreement shall control. 8. Words of gender may be read as masculine, feminine, or neuter, as required by context. Words of number may be read as singular or plural, as required by context. 9. If any provision of this Amendment No. 1 is held illegal, invalid, or unenforceable, such illegality, invalidity, or unenforceability will not affect any other provision hereof. This Amendment No. 1 shall, in such circumstances, be deemed modified to the extent necessary to render enforceable the provisions hereof. 10. No party hereto may assign any of its rights or delegate any of its obligations hereunder without the prior written consent of the other parties hereto. 11. This Amendment No. 1 binds, inures to the benefit of, and is enforceable by the successors and assigns of the parties hereto, and does not confer any rights on any other persons or entities. 12. This Amendment No. I shall be construed and enforced in accordance with the law of the Commonwealth of Pennsylvania. 13. Notwithstanding anything herein contained to the contrary, Ringo shall only be personally liable under the Additional Note and this Amendment No. 1 to the extent set forth in Paragraph 5 of the Additional Note. 14. The parties acknowledge that the offer and sale of the Additional Shares are exempt from registration under the Securities Act by virtue of Rule 701 thereunder and other available exemptions. If you are in agreement with the foregoing, please sign where indicated below. CHEMICAL LEAMAN CORPORATION /s/ David M. Boucher ----------------------------- David M. Boucher Senior Vice President and CFO ACCEPTED AND AGREED THIS 10th DAY OF SEPTEMBER, 1996 /s/ Philip J. Ringo - --------------------------- Philip J. Ringo EX-10.11 18 PROMISSORY NOTE EXHIBIT 10.11 PROMISSORY NOTE $67,500.00 Exton, PA September 10, 1996 FOR VALUE RECEIVED, PHILIP J. RINGO, an individual residing in the Commonwealth of Pennsylvania (the "Maker") hereby promises to pay to the order of CHEMICAL LEAMAN CORPORATION, a Pennsylvania corporation (the "Holder"), at such place as the Holder may designate from time to time in writing, the principal sum of Sixty-Seven Thousand Five Hundred Dollars ($67,500.00) in lawful money of the United States of America, together with interest on the outstanding principal balance hereunder as hereinafter provided. This Promissory Note is made in connection with the purchase by Maker and the sale by the Holder of shares of the common stock of the Holder (the "Shares") pursuant to the terms of a Stock Purchase Agreement (the "Agreement"), dated the date hereof, by and among the Maker and the Holder. Capitalized terms used herein and not otherwise defined herein shall have the meanings ascribed to them in the Agreement. 1. Payments of Interest and Principal. Payments of principal plus interest shall be payable in accordance with the terms hereof. If not prepaid in full prior thereto, the outstanding principal balance hereunder shall be paid in full on December 31, 2005 (the "Maturity Date"). Interest shall be payable on the unpaid principal hereof outstanding from time to time at a rate equal to 7.25% per annum. Interest shall be payable annually, in arrears, commencing on December 31, 1996 and continuing each year thereafter, until the Maturity Date, with the final installment of interest, and any other accrued and unpaid interest hereon, payable on the Maturity Date. Interest shall be calculated on the basis of actual days elapsed over a 365-day year and shall be payable until the Maturity Date or until this Note is prepaid in full pursuant to the terms set forth below. All amounts payable hereunder shall be paid by the Maker in lawful money of the United States of America, by check or wire transfer (at the Maker's option), or any other method approved in advance by the Holder at the place designated by the Holder in writing to the Maker, in immediately available and freely transferable funds at such place of payment. Notwithstanding anything herein to the contrary, the effective rate of interest hereunder shall not exceed the maximum effective rate of interest permitted by applicable law or regulation. 2. Prepayments. a. The Maker may prepay at any time all or any portion of the sums due hereunder without penalty or premium. b. In the event that, from time to time, the Maker (or any person to whom any of the Additional Shares are transferred in accordance with Section 6(c) of the Agreement) sells, transfers or conveys all or any portion of the Additional Shares for consideration, the Maker shall immediately thereafter prepay this Note to the extent of the net proceeds realized by the Maker (or such other seller) upon such sale, transfer or conveyance. For purposes hereof, "net proceeds" shall be defined as the gross proceeds realized by the Maker (or such other seller), less only reasonable attorneys' fees and other customary and usual transaction costs incurred by Maker (or such other seller) in connection therewith. c. Any prepayment hereunder shall be applied first to any accrued and unpaid interest and then to principal in the inverse order of the due dates of the installments thereof. 3. Events of Default. The occurrence of one or more of the following events shall constitute an event of default hereunder (an "Event of Default"); a. should there be any default in the payment of any installment of principal and/or interest on any day whereon the same is payable as above expressed, and such default shall continue for a period of five (5) days after written notice thereof from the Holder to the Maker; or b. in the event that the Maker (i) makes an assignment for the benefit of creditors, (ii) admits in writing his inability to pay his debts as they become due, (iii) files a voluntary petition in bankruptcy, (iv) is adjudicated as bankrupt or insolvent, (v) files any petition or answer seeking for himself any relief under laws relating to reorganization, arrangement, composition, readjustment, liquidation, dissolution or similar relief under any present or future statute, law, or regulation, (vi) files any answer admitting or not contesting the material allegation of a petition filed against the Maker in any such proceeding, or (vii) seeks, consents to, or acquiesces in, the appointment of any trustee, receiver, or liquidator of the Maker or of all or any substantial part of the properties of the Maker; or c. if, within 60 days after the commencement of an action against the Maker seeking any relief under laws relating to reorganization, arrangement, composition, readjustment, liquidation, dissolution, or similar relief under any present or future statute, law or regulation, such action shall not have been dismissed or all orders or proceedings under such action affecting the operations or the business of the Maker stayed, or if the stay of any such order or proceeding shall later be set aside, or if, within 60 days after the appointment without the consent or acquiescence of the Maker of any trustee, receiver, or liquidator of the Maker or of all or any substantial part of the properties of the Maker, such appointment shall not have been vacated. 4. Remedies. Upon the occurrence of any Event of Default, the entire unpaid principal sum hereunder plus any and all interest accrued thereon plus all other sums due and payable to the Holder hereunder shall, at the option of the Holder, become due and payable immediately. In the event that legal proceeding s are instituted to collect any amount due hereunder, the Maker agrees to pay the Holder, in addition to the amount of the unpaid balance of principal and interest, all costs and expenses of such proceedings, including reasonable attorney's fees. The remedies of the Holder provided herein and in the Agreement, and the warrants of attorney herein or therein contained, shall be cumulative and concurrent, and may be pursued singly, successively and together at the sole discretion of the Holder, and may be exercised as often as occasion therefor shall occur and the failure to exercise any such right or remedy shall in no event be construed as a waiver or release of the same. 5. Non-Recourse. Notwithstanding the face amount hereof, or any other provisions herein or in the Agreement, the Maker shall only be personally liable under this Note and the Agreement for the greater of (a) $13,500 and (b) any amounts required to be prepaid pursuant to Paragraph 2b hereof, and the Maker shall have no other personal liability on account of this Note and the Agreement. 6. Notices. Notices of prepayment and all other notices to be given to the Holder shall be given by overnight U.S. registered mail (return receipt requested), overnight courier, or telecopier to the Holder at 102 Pickering Way, Exton, Pennsylvania 19341, or at such other address as the Holder shall notify the Maker thereof in writing. 7. Waivers. The Maker, to the extent permitted by law, waives and agrees not to assert or take advantage of any of the following: (a) acceptance or notice of acceptance of this Note by the Maker; (b) presentment and/or demand for payment of this Note or any indebtedness or obligations hereby promised; and (c) protest any notice of dishonor with respect to this Note or any indebtedness or performance of obligations arising hereunder. 8. Severability. In the event that any provision of this Note is held to be invalid, illegal or unenforceable in any respect or to any extent, such provision shall nevertheless remain valid, legal and enforceable in all such other respects and to such extent as may be permissible. Any such invalidity, illegality or unenforceability shall not affect any other provisions of this Note, but this Note shall be construed as if such invalid, illegal or unenforceable provision had never been contained herein. 9. Transfer. etc.; Successors and Assigns. Neither the Maker nor the Holder may assign or delegate any of its rights or obligations (as the case may be) under this Note, except that the Holder may assign this Note to any subsidiary or affiliate thereof. 10. Captions. The captions or headings of the paragraphs in this Note are for convenience only and shall not control or affect the meaning or construction of any of the terms or provisions of this Note 11. Governing Law. This Note shall be governed by and construed in accordance with the laws of the Commonwealth of Pennsylvania, without reference to conflict of laws principles. IN WITNESS WHEREOF, the Maker has duly executed this Note the day and year above first written. Witness /s/ Susan Conapinski /s/ Philip J. Ringo - --------------------------- ----------------------------- Philip J. Ringo EX-10.12 19 STOCK PURCHASE AND PLEDGE AGREEMENT EXHIBIT 10.12 STOCK PURCHASE AND PLEDGE AGREEMENT BETWEEN CHEMICAL LEAMAN CORPORATION AND PHILIP J. RINGO DATED: AUGUST 9, 1995 STOCK PURCHASE AND PLEDGE AGREEMENT This Stock Purchase and Pledge Agreement (the "Agreement") is made this 9th day of August, 1995, by and between CHEMICAL LEAMAN CORPORATION, a Pennsylvania corporation (the "Company") and PHILIP J. RINGO, a resident of the Commonwealth of Pennsylvania ("Ringo"). BACKGROUND Pursuant to a letter agreement, dated June 2, 1995, among the Company, the Company's wholly-owned subsidiary, Chemical Leaman Tank Line, Inc. ("Tank Lines") and Ringo (the "Letter Agreement"), Ringo will be employed as the President and Chief Executive Officer of Tank Lines commencing on or about July 14, 1995. Paragraph 8 of the Letter Agreement also provides that the Company will sell to Ringo seventy six (76) shares of the common stock of the Company (the "Shares"). In order to consummate the transaction set forth in Paragraph 8 of the Letter Agreement, Ringo desires to purchase the Shares from the Company and the Company desires to sell the Shares to Ringo, all upon the terms and subject to the conditions set forth herein. NOW, THEREFORE, in consideration of the foregoing and of the mutual promises and covenants herein contained, and intending to be legally bound, Ringo and the Company hereby agree as follows: ARTICLE 1 STOCK PURCHASE 1.1. Purchase and Sale of the Shares. Subject to the terms and conditions set forth herein, Ringo hereby subscribes for and agrees to purchase from the Company and the Company hereby agrees to sell to Ringo, on the date hereof, the Shares. ARTICLE 2 CONSIDERATION 2.1. Purchase Price. As full payment for the Shares, on the date hereof, Ringo shall pay to the Company an amount equal to Six Thousand Dollars ($6,000.00) per Share, for an aggregate purchase price of Four Hundred Fifty Six Thousand Dollars ($456,000) (the "Purchase Price") by the delivery to the Company of a promissory note in the aggregate principal amount of $456,000 in substantially the form attached hereto as Exhibit A (the "Note"). ARTICLE 3 REPRESENTATIONS AND WARRANTIES OF THE COMPANY The Company represents and warrants as follows: 3.1. Organization, Power, Standing and Qualification. The Company is a corporation duly organized, validly existing, and in good standing under the laws of the Commonwealth of Pennsylvania, and has full corporate power and authority to carry on its business as it is now being conducted and to own and operate the properties and assets now owned and operated by it. 3.2. Power and Authority. The Company has the power and authority to execute, deliver and perform this Agreement. The Agreement is a valid and binding obligation of the Company, enforceable in accordance with its terms, except as such enforcement may be limited by applicable bankruptcy, insolvency, moratorium, or similar laws affecting the enforcement of creditors' rights generally. 3.3. Validity of Contemplated Transactions. The execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby and thereby do not and will not contravene any provision of the Articles (Certificate) of Incorporation or Bylaws of the Company; nor violate, be in conflict with, or constitute a default under, cause the acceleration of any payments pursuant to, or otherwise impair the good standing, validity or effectiveness of any agreement, contract, indenture, lease, or mortgage, or subject any property or asset of the Company to any indenture, mortgage, contract, commitment, or agreement, other than this Agreement, to which the Company is a party or by which the Company or any of its assets is bound; or violate any provision of law, rule, regulation, order, permit, or license to which the Company is subject. 3.4. Ownership of Shares. Upon issuance thereof, the Shares will be validly issued and outstanding, fully paid and nonassessable, not subject to preemptive or any other similar rights of the stockholders of the Company or others and will be free and clear of any and all liens and encumbrances (except for any restrictions imposed by this Agreement or by the Securities Act of 1933, as amended (the "Securities Act")). ARTICLE 4 REPRESENTATIONS AND WARRANTIES OF RINGO Ringo hereby represents, warrants and acknowledges to the Company as follows: -2- (a) I am acquiring the Shares solely for my own account for investment purposes and not with a present view to resale or distribution of all or any part thereof. I have no present arrangement, understanding or agreement for transferring or disposing of all or any part of the Shares. I will not sell, transfer or otherwise dispose of any of my Shares, in any manner, unless at the time of any such transfer: (a) a Registration (as hereinafter defined) under the Securities Act and under the Applicable Laws (as hereinafter defined) is in effect with respect to the Shares to be sold, transferred or disposed of, and I comply with all of the requirements of the Securities Act and the Applicable Laws with respect to the proposed transaction; or (b) I have obtained and have provided to the Company an opinion from counsel satisfactory to the Company (as to both the counsel rendering such opinion and the substance of the opinion) that the proposed sale, transfer or disposition does not require Registration under the Securities Act or the Applicable Laws. As used herein: the term "Registration" means registration under the Securities Act and, with respect to the Applicable Laws, such registration thereunder (or, with respect to any of the Applicable Laws which do not provide for registration, such compliance therewith which is similar to registration) which has then resulted in statutory or administration authorization for the proposed transaction; and the term "Applicable Laws" means any applicable state securities laws and any other applicable law. (b) I have such knowledge and experience in financial and business matters that I am capable of evaluating the merits and risks of an investment in the Shares and to form an investment decision with respect thereto. I and my advisers have made such investigation, review, examination and inquiry concerning the Company and its business and affairs as we have deemed appropriate; and I and my advisers, if any, have been offered the opportunity to ask such questions and obtain such additional information concerning the Company and its business and affairs as we have requested so as to understand the nature of the investment in the Shares, including without limitation, the merits and risks thereof, and to verify the accuracy of the information obtained as a result of such investigation. (c) I recognize that an investment in the Company is speculative and involves certain risks, and I have taken full cognizance of and understand and can evaluate all of the risks of the investment in the Shares. I have adequate net worth and means of providing for my current needs and personal contingencies to sustain a complete loss of my investment in the Company. (d) I understand that the Shares are being offered and sold in reliance on specific exemptions from the -3- Registration requirements of Federal and state law and that the Company is relying upon the truth and accuracy of the representations, warranties, agreements, acknowledgements and understandings set forth herein in order to determine the applicability of such exemptions and my suitability to acquire the Shares. (e) I understand that there is no established market for the Shares, nor is any such market expected to develop. I must therefore hold my Shares indefinitely unless a subsequent Registration or exemption therefrom is available and is obtained. No federal or state agency has approved or disapproved the Shares for investment or any other purpose. (f) No broker or finder has acted for me in connection with my purchase of the Shares and no broker or finder is entitled to any broker's or finder's fees or other commissions in connection therewith based on agreements between me and any broker or finder. (g) I am an accredited investor (as such term is defined in Regulation D under the Securities Act). I am a natural person and a resident of the Commonwealth of Pennsylvania. I am a citizen of the United States of America, am at least 21 years of age, and I have the legal capacity to execute, deliver and perform this Agreement. (h) All information which I have provided to the Company concerning myself, my financial position and my knowledge of financial and business matters, including all information contained herein. (i) Appropriate restrictive endorsement(s) will be placed upon the certificates evidencing the Shares subscribed to hereby to reflect the foregoing and that the Company will give appropriate stop transfer instructions to the person(s) in charge of the transfer of my Shares. ARTICLE 5 PLEDGE OF STOCK 5.1. Grant of Security Interest. Ringo hereby assigns, pledges and grants to the Company a security interest in the Shares, together with all additions thereto, substitutions or exchanges therefor, proceeds thereof and distributions thereon (which shall be referred to collectively herein as the "Collateral"), as collateral security for the Note and for the payment and performance of all indebtedness, liability and obligations of Ringo to Company (collectively, the "Obligations"), whether for principal, interest, fees, expenses -4- or otherwise, now existing or hereafter created or arising under the Note and this Agreement (collectively, the "Documents"), all on the terms and conditions set forth in this Article 5. The Obligations shall include amounts for which Ringo has no personal liability pursuant to Paragraph 5 of the Note. 5.2. Limitations on Encumbrances. Prior to the full payment and performance of the Obligations, Ringo agrees not to create or permit to exist any lien, security interest, or other charge or encumbrance upon or with respect to any of the Collateral, except the security interest under this Agreement. 5.3. Additional Security. Prior to the full payment and performance of the Obligations, the Company shall be entitled to receive, as additional Collateral any and all additional shares of stock or any other property of any kind distributable on or by reason of the Shares pledged hereunder, whether in the form of or by way of stock dividends or otherwise, with the sole exception of normal, regularly declared cash dividends. If any of such property, other than such cash dividends, shall come into the possession or control of Ringo, Ringo shall hold or control and forthwith transfer and deliver the same to Company subject to the provisions hereof. 5.4. Rights Prior to a Default. So long as no default has occurred under any of the Obligations or Documents and Ringo is in full compliance with the terms hereof: (a) Ringo shall be entitled to receive and retain any normal, regularly declared cash dividends paid on the Shares pledged hereunder. (b) Ringo may exercise all voting rights, if any, pertaining to the Shares for any purpose. 5.5. Further Assurances. Ringo shall take all actions (and execute and deliver from time to time all instruments and documents) necessary or appropriate or reasonably requested by Company, to continue the validity, enforceability and perfected status of the pledge of the Shares hereunder. 5.6. No Obligations. The Company shall be under no obligation to take any actions and shall have no liability (except for negligence or willful misconduct) with respect to the preservation or protection of the pledged Shares or any underlying interests represented thereby as against any prior or other parties. 5.7. Extensions, etc. Ringo agrees that the Company, at any time and without affecting its rights in the pledged Shares and without notice to Ringo, may grant any extensions, releases or other modifications of any kind respecting the Documents, -5- Obligations and any collateral security therefor and Ringo, except as otherwise provided herein or in the Documents, waives all notices of any kind in connection with the Obligations, the Documents and any changes therein or defaults or enforcement proceedings thereunder, whether against Ringo or any other party. Ringo hereby waives any rights it has at equity or in law to require the Company to apply any rights of marshalling or other equitable doctrines in the circumstances. 5.8. Default. After the occurrence of an Event of Default (as defined in the Note) or if any representation, warranty or agreement of Ringo hereunder is breached or proves to be false (a "Default"): (a) The Company may transfer or cause to be transferred any of the pledged Shares into its own or a nominee's or nominees' names. (b) The Company shall be entitled to receive and apply in payment of the Obligations any cash dividends or other payment on the pledged Shares. (c) The Company shall be entitled to exercise in the Company's discretion all voting rights, if any, pertaining thereto and in connection therewith and at the written request of the Company, Ringo shall execute any appropriate dividend, payment or brokerage orders or proxies. (d) Ringo shall take any action necessary or required or reasonably requested by the Company, in order to allow the Company fully to enforce the pledge of the Shares hereunder and realize thereon to the fullest possible extent, including but not limited to the filing of any claims with any court, liquidator or trustee, custodian, receiver or other like person or party. (e) The Company shall have all the rights and remedies granted or available to it hereunder, under the Uniform Commercial Code as in effect from time to time in Pennsylvania, under any other statute or the common law, or under any of the Documents, including the right to sell the pledged Shares or any portion thereof at one or more public or private sales upon ten (10) days' written notice and to bid thereat or purchase any part or all thereof in its own or a nominee's or nominees' names, free and clear of any equity of redemption; and to apply the net proceeds of the sale, after deduction for any expenses of sale, including the payment of all the Company's reasonable attorneys' fees in connection with the Obligations and the sale, to the payment of the Obligations in any manner or order which the Company in its sole discretion may elect, without further notice -6- to or consent of Ringo and without regard to any equitable principles of marshalling or other like equitable doctrines. 5.9. Appointment as Attorney-in-Fact. Effective upon the occurrence of a Default, Ringo hereby irrevocably appoints Company as its attorney-in-fact to execute, deliver and record, if appropriate, from time to time any instruments or documents in connection with the Collateral, in Ringo or the Company's names. 5.10. Duration of Provisions. The provisions of this Article 5 shall remain in full force and effect until the payment and satisfaction in full of the Obligations. ARTICLE 6 LIMITATIONS ON TRANSFERS 6.1. General Limitation. Ringo agrees not to transfer any or all of the Shares except in accordance with the terms and subject to the conditions set forth in this Agreement. 6.2. Limitations on Transfer. In the event Ringo desires to sell, or in any other way directly or indirectly, to transfer, assign, distribute, pledge, lien, hypothecate, or otherwise dispose of, either voluntarily or involuntarily, all or any portion of his Shares, Ringo shall first offer to sell the Shares which he desires to sell ("Offered Shares") to the Company by written notice of such desire ("Offer"). The Offer shall set forth the price per share which Ringo desires to receive for the Offered Shares, and the other terms and conditions upon which Ringo desires to sell the Offered Shares. In the event that any such Offer would require payment of consideration other than cash, the Company shall be entitled to pay for each share of Offered Shares, in lieu of such other consideration, in cash in an amount to be mutually agreed upon by Ringo and the Company in good faith, or if no agreement can be reached, an amount determined by an independent arbitration proceeding, which Ringo and the Company agree to institute promptly, to constitute the fair value of such consideration. (a) For a period of fifteen (15) days after the delivery of the Offer to the Company, the Company shall have the option, exercisable by written notice to Ringo, to accept the Offer. If the Company does not exercise its option to purchase the Offered Shares within the applicable fifteen (15) day period, the Company's option to purchase the Offered Shares shall terminate and Ringo shall have the right to sell the Offered Shares to a third party at a purchase price not less than the purchase price set forth in the Offer and substantially in accordance with the other terms and conditions of the Offer; provided, however, that if a transfer to a third party is not -7- consummated within ninety (90) days after the expiration of the foregoing fifteen (15) day period at a purchase price not less than the purchase price set forth in the Offer and substantially in accordance with the other terms and conditions of the Offer, Ringo shall not be entitled to transfer the Offered Shares unless they are first reoffered to the Company in accordance with the foregoing procedures of this Section. (b) Settlement for the purchase of Offered Shares by the Company pursuant to this Section shall be made within thirty (30) days following the date of exercise of the option. Settlements for the purchase and sale of Offered Shares shall, unless otherwise agreed to, be held at the principal offices of the Company during regular business hours. The precise date and hour of settlement shall be fixed by the Company (within the time limits allowed by the provisions of this Agreement) by notice in writing to Ringo given at least five (5) days in advance of the settlement date specified. At settlement, the Offered Shares being sold shall be delivered by Ringo to the Company, duly endorsed for transfer or with executed stock powers attached, with any necessary documentary and transfer tax stamps affixed by Ringo. In the event of the purchase of Offered Shares by the Company, the Company shall pay the purchase price either (i) in cash or by certified or cashier's check at settlement or (ii) pursuant to the payment terms set forth in the Offer. (c) This Section shall not apply to a transfer of Shares by Ringo to his spouse, parents, siblings or lineal descendants or any such persons or to a trust for the benefit of any of the foregoing (including trusts for such Ringo's benefit); provided, that any such transferee shall agree in writing to be bound by, and to comply with, all applicable provisions of this Agreement; provided, further, that any shares so transferred shall be subject to the security interest granted herein and shall be held by the transferee subject to the rights, obligations, sale/repurchase rights and other burdens which would be imposed on Ringo with respect to such Shares as if he had not transferred the shares. 6.3. Duration of Provisions. The provisions of this Article 6 shall remain in full force and effect until the closing of the first public offering of the Company's common stock after the date hereof. ARTICLE 7 MISCELLANEOUS 7.1. Entire Agreement; Amendments. This Agreement, together with the Note and the Letter Agreement, constitute the entire understanding among the parties hereto with respect to the -8- subject matter contained herein and supersedes any prior understandings and agreements among them respecting such subject matter. In the event of any inconsistency between this Agreement and the Letter Agreement, the terms of this Agreement shall control. 7.2. Headings. The headings in this Agreement are for convenience of reference only and shall not affect its interpretation. 7.3. Gender; Number. Words of gender may be read as masculine, feminine, or neuter, as required by context. Words of number may be read as singular or plural, as required by context. 7.4. Severability. If any provision of this Agreement is held illegal, invalid, or unenforceable, such illegality, invalidity, or unenforceability will not affect any other provision hereof. This Agreement shall, in such circumstances, be deemed modified to the extent necessary to render enforceable the provisions hereof. 7.5. Waiver. The failure of any party hereto to insist upon strict performance of any of the terms or conditions of this Agreement will not constitute a waiver of any of its rights hereunder. 7.6. Assignment. No party hereto may assign any of its rights or delegate any of its obligations hereunder without the prior written consent of the other parties hereto. 7.7. Successors and Assigns. This Agreement binds, inures to the benefit of, and is enforceable by the successors and assigns of the parties hereto, and does not confer any rights on any other persons or entities. 7.8. Governing Law. This Agreement shall be construed and enforced in accordance with the law of the Commonwealth of Pennsylvania. 7.9. Counterparts. This Agreement may be executed in any number of counterparts and any party hereto may execute any such counterpart, each of which when executed and delivered shall be deemed to be an original and all of which counterparts taken together shall constitute but one and the same instrument. The execution of this Agreement by any party hereto will not become effective until counterparts hereof have been executed by all the parties hereto. It shall not be necessary in making proof of this Agreement or any counterpart hereof to produce or account for any of the other counterparts. 7.10. Personal Liability. Notwithstanding anything herein contained to the contrary, Ringo shall only be personally liable -9- under the Note and this Agreement to the extent set forth in Paragraph 5 of the Note. 7.11. Rule 701 Acknowledgement. The parties acknowledge that the offer and sale of the Shares are exempt from registration under the Securities Act by virtue of Rule 701 thereunder and other available exemptions. IN WITNESS WHEREOF, the parties have executed this Agreement on the date first above written. ATTEST: CHEMICAL LEAMAN CORPORATION By: /s/ David M. Boucher By: /s/ Eugene C. Parkerson ----------------------- ------------------------ Title: Title: Witness /s/ [Illegible] /s/ Philip J. Ringo - -------------------------- ------------------------ Philip J. Ringo EX-10.13 20 PROMISSORY NOTE EXHIBIT 10.13 PROMISSORY NOTE $456,000 Exton, PA August 9, 1995 FOR VALUE RECEIVED, PHILIP J. RINGO, an individual residing in the Commonwealth of Pennsylvania (the "Maker") hereby promises to pay to the order of CHEMICAL LEAMAN CORPORATION, a Pennsylvania corporation (the "Holder"), at such place as the Holder may designate from time to time in writing, the principal sum of Four Hundred Fifty Six Thousand Dollars ($456,000) in lawful money of the United States of America, together with interest on the outstanding principal balance hereunder as hereinafter provided. This Promissory Note is made in connection with the purchase by Maker and the sale by the Holder of shares of the common stock of the Holder (the "Shares") pursuant to the terms of a Stock Purchase and Pledge Agreement (the "Agreement"), dated the date hereof, by and among the Maker and the Holder and Chemical Leaman Tank Lines, Inc., a wholly-owned subsidiary of the Holder. In addition, this Note is secured by a pledge of the Shares by the Maker to the Holder pursuant to the terms and conditions of the Agreement. Capitalized terms used herein and not otherwise defined herein shall have the meanings ascribed to them in the Agreement. 1. Pavements of Interest and Principal. Payments of principal plus interest shall be payable in accordance with the terms hereof. If not prepaid in full prior thereto, the outstanding principal balance hereunder shall be paid in full on December 31, 2004 (the "Maturity Date"). Interest shall be payable on the unpaid principal hereof outstanding from time to time at a rate equal to 6.83% per annum. Interest shall be payable annually, in arrears, on or prior to January 31 of each year following the date of this Note, and continuing each year thereafter, until the Maturity Date, with the final installment of interest, and any other accrued and unpaid interest hereon, payable on the Maturity Date. Interest shall be calculated on the basis of actual days elapsed over a 365-day year and shall be payable until the Maturity Date or until this Note is prepaid in full pursuant to the terms set forth below. All amounts payable hereunder shall be paid by the Maker in lawful money of the United States of America, by check or wire transfer (at the Maker's option), or any other method approved in advance by the Holder at the place designated by the Holder in writing to the Maker, in immediately available and freely transferable funds at such place of payment. Notwithstanding anything herein to the contrary, the effective rate of interest hereunder shall not exceed the maximum effective rate of interest permitted by applicable law or regulation. 2. Repayments. a. The Maker may prepay at any time all or any portion of the sums due hereunder without penalty or premium. b. In the event that, from time to time, the Maker (or any person to whom any of the Shares are transferred in accordance with Section 6.2(c) of the Agreement) sells, transfers or conveys all or any portion of the Shares for consideration, the Maker shall immediately thereafter prepay this Note to the extent of the net proceeds realized by the Maker (or such other seller) upon such sale, transfer or conveyance. For purposes hereof, "net proceeds" shall be defined as the gross proceeds realized by the Maker (or such other seller), less only reasonable attorneys' fees and other customary and usual transaction costs incurred by Maker (or such other seller) in connection therewith. c. Any prepayment hereunder shall be applied first to any accrued and unpaid interest and then to principal in the inverse order of the due dates of the installments thereof. 3. Events of Default. The occurrence of one or more of the following events shall constitute an event of default hereunder (an "Event of Default"): a. should there be any default in the payment of any installment of principal and/or interest on any day whereon the same is payable as above expressed, and such default shall continue for a period of five (5) days after written notice thereof from the Holder to the Maker; or b. in the event that the Maker (i) makes an assignment for the benefit of creditors, (ii) admits in writing his inability to pay his debts as they become due, (iii) files a voluntary petition in bankruptcy, (iv) is adjudicated a bankrupt or insolvent, (v) files any petition or answer seeking for himself any relief under laws relating to reorganization, arrangement, composition, readjustment, liquidation, dissolution or similar relief under any present or future statute, law, or regulation, (vi) files any answer admitting or not contesting the material allegations of a petition filed against the Maker in any such proceeding, or (vii) seeks, consents to, or acquiesces in, the appointment of any trustee, receiver, or liquidator of the Maker or of all or any substantial part of the properties of the Maker; or -2- c. if, within 60 days after the commencement of an action against the Maker seeking any relief under laws relating to reorganization, arrangement, composition, readjustment, liquidation, dissolution, or similar relief under any present or future statute, law or regulation, such action shall not have been dismissed or all orders or proceedings under such action affecting the operations or the business of the Maker stayed, or if the stay of any such order or proceeding shall later be set aside, or if, within 60 days after the appointment without the consent or acquiescence of the Maker of any trustee, receiver, or liquidator of the Maker or of all or any substantial part of the properties of the Maker, such appointment shall not have been vacated. 4. Remedies. Upon the occurrence of any Event of Default, the entire unpaid principal sum hereunder plus any and all interest accrued thereon plus all other sums due and payable to the Holder hereunder shall, at the option of the Holder, become due and payable immediately. In the event that legal proceedings are instituted to collect any amount due hereunder, the Maker agrees to pay the Holder, in addition to the amount of the unpaid balance of principal and interest, all costs and expenses of such proceedings, including reasonable attorney's fees. The remedies of the Holder provided herein and in the Agreement, and the warrants of attorney herein or therein contained, shall be cumulative and concurrent, and may be pursued singly, successively and together at the sole discretion of the Holder, and may be exercised as often as occasion therefor shall occur and the failure to exercise any such right or remedy shall in no event be construed as a waiver or release of the same. 5. Non-Recourse. Notwithstanding the face amount hereof, or any other provisions herein or in the Agreement, the Maker shall only be personally liable under the Note and the Agreement for the greater of (a) $91,200 and (b) any amounts required to be prepaid pursuant to Paragraph 2b. hereof, and the Maker shall have no other personal liability on account of this Note and the Agreement. 6. Notices. Notices of prepayment and all other notices to be given to the Holder shall be given by overnight U.S. registered mail (return receipt requested), overnight courier, or telecopier to the Holder at 919 North Michigan Avenue, Suite 2900, Chicago, Illinois 60611, or at such other address as the Holder shall notify the Maker thereof in writing. 7. Waivers. The Maker, to the extent permitted by law, waives and agrees not to assert or take advantage of any of the following: (a) acceptance or notice of acceptance of this Note by the Maker; (b) presentment and/or demand for payment of this Note or any indebtedness or obligations hereby promised; and -3- (c) protest and notice of dishonor with respect to this Note or any indebtedness or performance of obligations arising hereunder. 8. Severability. In the event that any provision of this Note is held to be invalid, illegal or unenforceable in any respect or to any extent, such provision shall nevertheless remain valid, legal and enforceable in all such other respects and to such extent as may be permissible. Any such invalidity, illegality or unenforceability shall not affect any other provisions of this Note, but this Note shall be construed as if such invalid, illegal or unenforceable provision had never been contained herein. 9. Transfer, etc.; Successors and Assigns. Neither the Maker nor the Holder may assign or delegate any of its rights or obligations (as the case may be) under this Note, except that the holder may assign this Note to any subsidiary or affiliate thereof. 10. Captions. The captions or headings of the paragraphs in this Note are for convenience only and shall not control or affect the meaning or construction of any of the terms or provisions of this Note. 11. Governing Law. This Note shall be governed by and construed in accordance with the laws of the Commonwealth of Pennsylvania, without reference to conflict of laws principles. IN WITNESS WHEREOF, the Maker has duly executed this Note the day and year above first written. Witness /s/ [Illegible] /s/ Philip J. Ringo - --------------------------------- ------------------------ Philip J. Ringo -4- EX-10.14 21 OPTION TO PURCHASE [Chemical Leaman Corporation LOGO] CHEMICAL LEAMAN CORPORATION 102 Pickering Way o Exton, Pennsylvania 19341-0200 DAVID M. BOUCHER Senior Vice President Chief Financial Officer 610-363-4215 Direct Dial 610-363-4233 Facsimile September 10, 1996 Reuben M. Rosenthal c/o Chemical Leaman Corporation 102 Pickering Way Exton, Pennsylvania 19341 Dear Mr. Rosenthal: You are currently the holder of an option to purchase up to 37.5 shares of the common stock of Chemical Leaman Corporation (the "Company") at a price of $2,400 per share. In exchange for your agreement to cancel this option as set forth below, we have agreed as follows: 1. The option referenced above is hereby canceled and shall be of no further force or effect, effective as of the date hereof, notwithstanding any agreements, instruments or other writings, if any, evidencing the aforesaid option. In furtherance and not in limitation of the foregoing, that certain Agreement dated as of August 15, 1994 by and between the Company and you is hereby terminated in its entirety as of the date hereof. Neither the Company nor you shall have any continuing rights or obligations with respect to such Agreement. 2. As consideration for the foregoing, the Company will pay you a bonus of $135,000 the proceeds of which shall be disbursed as set forth in 4. below. 3. The Company will on the date hereof grant you the right to purchase 43.75 shares of Chemical Leaman Corporation stock at a price per share of $6,000 pursuant to the terms of a Stock Purchase Agreement and related Promissory Note, copies of which are attached hereto. 4. The aggregate purchase of the shares purchaseable pursuant to 3. above will be $262,500 which amount will be paid for by the delivery by you to the Company of the aforesaid Promissory Note. You will apply the after tax proceeds of the bonus referenced in 2. above as a reduction of amounts owing in respect of such Promissory Note. You and the Company will mutually agree on the amount of such after tax proceeds, which amount the Company will retain as a prepayment under such Promissory Note. Please acknowledge your acceptance of these terms and conditions by executing this letter where indicated on the following page. CHEMICAL LEAMAN CORPORATION BY: /s/ David M. Boucher --------------------------------- David M. Boucher, Senior Vice President Accepted and Agreed, this 10th day of September, 1996: /s/ Reuben M. Rosenthal ------------------------------------- Reuben M. Rosenthal AGREEMENT THIS AGREEMENT (the "Agreement") is made as of the 18th day of December, 1995 by and between Chemical Leaman Corporation (the "Company") and Reuben M. Rosenthal (the "Grantee"). WITNESSETH: WHEREAS, prior to the date hereof the Company has granted to the Grantee an option (the "Option") to purchase up to 7,500 shares (the "Option Shares") of the Company's common stock, par value of $2.50 per share (the "Common Stock") at an exercise price of $12.00 per share (the "Exercise Price"); and WHEREAS, the number of Option Shares subject to the Option were reduced to 37.5 shares of the Common Stock, and the Exercise Price under the Option was increased to $2,400.00 per share pursuant to an Agreement dated August 15, 1994 between the Company and the Grantee, NOW, THEREFORE, in consideration of the mutual covenants contained herein, and intending to be legally bound, the parties hereto agree as follows: 1. Acknowledgment of Option. The parties hereto hereby acknowledge and agree that on the date hereof (i) the Option is exercisable and unexercised and (ii) the Option Shares represent all of the shares of Common Stock or other securities of the Company or any affiliate thereof subject to any issued, exercisable and unexercised options, warrants or other rights including without limitation the Option granted by the Company to the Grantee, whether by written or verbal agreement between the Company, its affiliates and the Grantee or otherwise. 2. Amendment of Option. Notwithstanding any provision of the Option to the contrary, the parties hereto hereby agree that the right to exercise the Option is extended from December 18, 1995 to September 30, 1996, if such Option is exercised during Grantee's employment. 3. Confirmation of Option. As amended by this Agreement, the Option is in all respects ratified and confirmed. In the event of any conflict between the provisions of this Agreement and the terms and provisions of this Agreement shall prevail. IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed, all as of the day and year first above written. CHEMICAL LEAMAN CORPORATION /s/ Reuben M. Rosenthal By: /s/ Eugene C. Parkerson - --------------------------- --------------------------- Reuben M. Rosenthal Eugene C. Parkerson AGREEMENT THIS AGREEMENT (the "Agreement") is made as of this 15th day of August, 1994 by and between Chemical Leaman Corporation, a Pennsylvania corporation (the "Company"), and Reuben M. Rosenthal (the "Grantee"). WITNESSETH: WHEREAS, prior to the date hereof the Company has granted to the Grantee an option (the "Option") to purchase up to 7,500 shares (the "Option Shares") of the Company's common stock, par value of Two Dollars and Fifty Cents ($2.50) per share (the "Common Stock") at an exercise price (the "Exercise Price") equal to Twelve Dollars ($12.00) per share; and WHEREAS, as of the date hereof, such Option is exercisable and has not been exercised by the Grantee; and WHEREAS, the Board of Directors of the Company has approved a project (the "Reverse Share Split") pursuant to which, inter alia, each Two Hundred (200) shares of Common Stock that are issued and outstanding on September 10, 1994 shall be converted on September 15, 1994 (the "Effective Date") into one (1) share of Common Stock; and WHEREAS, in order to effect the Reverse Share Split, the parties hereto desire to amend the Option in the manner set forth herein. NOW, THEREFORE, in consideration of the mutual covenants contained herein, and intending to be legally bound, the parties hereto agree as follows: 1. Acknowledgement of Option. The parties hereto hereby acknowledge and agree that on the date hereof (i) the Option is exercisable and unexercised and (ii) the Option Shares represent all of the shares of Common Stock subject to any issued, exercisable and unexercised options, including without limitation the Option, granted by the Company to the Grantee, whether by written or verbal agreement between the Company and the Grantee or otherwise. 2. Amendment of Option. Notwithstanding any provision of the Option to the contrary, the parties hereto hereby agree that on the Effective Date (i) the number of Option Shares subject to the Option shall be reduced to Thirty-Seven and One-Half (37.5) shares of the Common Stock, and (ii) the Exercise Price under the Option shall be increased to Two Thousand Four Hundred Dollars ($2,400) per share. 3. Confirmation of Option. As amended by this Agreement, the Option is in all respects ratified and confirmed. In the event of any conflict between the provisions of this Agreement and the terms and provisions of the Option, the provisions of this Agreement shall prevail. IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed, all as of the day and year first above written. CHEMICAL LEAMAN CORPORATION BY: /s/ David M. Boucher ----------------------------- Title: /s/ Reuben M. Rosenthal ------------------------------- Reuben M. Rosenthal EX-10.15 22 PURCHASE AGREEMENT EXHIBIT 10.15 THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT") OR ANY APPLICABLE STATE SECURITIES LAWS AND ARE BEING OFFERED AND SOLD IN RELIANCE ON EXEMPTIONS FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND FROM EXEMPTIONS FROM REGISTRATION UNDER APPLICABLE STATE SECURITIES LAWS. THE TRANSFER OF THESE SECURITIES IS RESTRICTED BY SUCH LAWS AND THE TERMS OF THIS AGREEMENT AND MAY NOT BE SOLD, OFFERED, TRANSFERRED OR OTHERWISE DISPOSED OF FOR VALUE EXCEPT PURSUANT TO REGISTRATION UNDER THE SECURITIES ACT AND SUCH STATE LAWS AS MAY BE APPLICABLE, OR AN EXEMPTION THEREFROM TOGETHER WITH AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED. NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY OTHER FEDERAL OR STATE AGENCY OR AUTHORITY HAS PASSED ON, RECOMMENDED OR ENDORSED THE MERITS OF THIS OFFERING. ANY REPRESENTATION TO THE CONTRARY IS UNLAWFUL. PENNSYLVANIA SECURITIES LAWS GENERALLY PROHIBIT PENNSYLVANIA RESIDENTS FROM SELLING THESE SECURITIES FOR A MINIMUM OF TWELVE MONTHS AFTER THE DATE OF PURCHASE. ================================================================================ PURCHASE AGREEMENT BETWEEN CHEMICAL LEAMAN CORPORATION AND REUBEN M. ROSENTHAL September 10, 1996 ================================================================================ -1- PURCHASE AGREEMENT THIS PURCHASE AGREEMENT, dated September 10, 1996, is by and between CHEMICAL LEAMAN CORPORATION, a Pennsylvania corporation with offices at 102 Pickering Way, Exton, PA 19341-0200 (the "Company") and Reuben M. Rosenthal, an individual residing in the Commonwealth of Pennsylvania (the "Employee"). BACKGROUND Employee desires to purchase 43.75 shares of the common stock of the Company, par value $2.50 per share (the "Shares") from the Company and the Company desires to sell the Shares to Employee, and in connection therewith, the Company and Employee each desire to set forth certain limitations relating to the Shares, any other securities of the Company or any of its subsidiaries or affiliates (the "Affiliated Securities") and any Rights (as defined in Section 7 hereof) relating to securities of the Company or any of its subsidiaries or affiliates (collectively, the "Company Affiliates") held by Employee, all upon the terms and subject to the conditions set forth herein. NOW THEREFORE, for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, and intending to be legally bound hereby, the parties hereto hereby agree as follows: 1. Purchase and Sale of the Shares. Subject to the terms and conditions set forth herein, Employee hereby subscribes for and agrees to purchase from the Company and the Company hereby agrees to sell to Employee, on the date hereof, the Shares. 2. Purchase Price. As full payment for the Shares, on the date hereof, Employee shall pay to the Company an amount equal to Six thousand dollars ($6,000.00) per Share, for an aggregate purchase price of Two hundred sixty-two thousand five hundred dollars ($262,500.00) (the "Purchase Price") by the delivery to the Company of (a) a cash payment of $74,412.00 and (b) a promissory note in the aggregate principal amount of $188,088.00 in substantially the form attached hereto as Exhibit A (the "Note"). Notwithstanding anything herein contained to the contrary, Employee shall only be personally liable under the Note and this Section 2 to the extent set forth in Paragraph 5 of the Note. 3. Gross-Up Bonus. For so long as Employee is employed by the Company on the date that an interest payment is due and is paid to the Company under the Note, the Company shall pay to Employee, contemporaneously with the payment of such interest payment, a bonus (the "Bonus") in an amount equal to (i) the amount of such interest payment, plus (ii) the amount required to enable Employee to pay any Federal, state or other applicable taxes on such Bonus. -2- 4. Representations and Warranties of the company. The Company represents and warrants as follows: a. The Company is a corporation duly organized, validly existing, and in good standing under the laws of the Commonwealth of Pennsylvania, and has full corporate power and authority to carry on its business as it is now being conducted and to own and operate the properties and assets now owned and operated by it. b. The Company has the power and authority to execute, deliver and perform this Agreement. The Agreement is a valid and binding obligation of the Company, enforceable in accordance with its terms, except as such enforcement may be limited by applicable bankruptcy, insolvency, moratorium, or similar laws affecting the enforcement of creditors' rights generally. c. The execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby and thereby do not and will not contravene any provision of the Articles of Incorporation or Bylaws of the Company; nor violate, be in conflict with, or constitute a default under, cause the acceleration of any payments pursuant to, or otherwise impair the good standing, validity or effectiveness of any agreement, contract, indenture, lease, or mortgage, or subject any property or asset of the Company to any indenture, mortgage, contract, commitment, or agreement, other than this Agreement, to which the Company is a party or by which the Company or any of its assets is bound; or violate any provision of law, rule, regulation, order, permit, or license to which the Company is subject. d. Upon issuance thereof, the Shares will be validly issued and outstanding, fully paid and nonassessable, not subject to preemptive or any other similar rights of the shareholders of the Company or others and will be free and clear of any and all liens and encumbrances (except for any restrictions imposed by this Agreement, by the Applicable Laws (as hereinafter defined) or by the Securities Act of 1933, as amended (the "Securities Act"). 5. Representations and Warranties of the Employee. The Employee hereby represents, warrants, acknowledges and/or agrees as follows: a. The Employee is acquiring the Shares solely for his own account, for investment purposes, and not with a view to resale or distribution of all or any part thereof. The Employee has no present arrangement, understanding or agreement for transferring or disposing of all or any part of the Shares. The Employee will not sell, transfer or otherwise dispose of any of his Shares, in any manner, unless at the time of any such transfer: (a) a Registration (as hereinafter defined) under the Securities Act and under the Applicable Laws is in effect with respect to the Shares to be sold, transferred or disposed of, and the Employee complies with all of the requirements of the Securities Act and the Applicable Laws with respect to the proposed transaction; or (b) the Employee has obtained and has provided to the Company an opinion from counsel reasonably satisfactory to the Company (as to both the -3- counsel rendering such opinion and the substance of the opinion) that the proposed sale, transfer or disposition does not require Registration under the Securities Act or the Applicable Laws. As used herein: the term "Registration" means registration under the Securities Act and, with respect to the Applicable Laws, such registration thereunder (or, with respect to any of the Applicable Laws which do not provide for registration, such compliance therewith which is similar to registration) which has then resulted in statutory or administration authorization for the proposed transaction; and the term "Applicable Laws" means any applicable state securities laws and any other applicable law. b. The Employee has such knowledge and experience in financial and business matters that he is capable of evaluating the merits and risks of an investment in the Shares and to form an investment decision with respect thereto. Prior to the execution of this Agreement, the Employee and his advisers, if any, have received and carefully read the Company's current quarterly and last annual audited financial statements. The Employee and his advisers, if any, have also made such other investigation, review, examination and inquiry concerning the Company and its business and affairs as they have deemed appropriate; and the Employee and his advisers, if any, have been offered the opportunity to ask such questions and obtain such additional information concerning the Company and its business and affairs as they have requested so as to understand the nature of the investment in the Shares, including, without limitation, the merits and risks thereof, and to verify the accuracy of the information obtained as a result of such investigation. c. The Employee has received and carefully read the Company's financial statements for the years ended December 31, 1996 and December 31, 1995. Other than as may be set forth herein, the Employee has not received any other written material or oral representation of any person with respect to the Company or this Agreement. Further, the Employee has had the opportunity to ask questions of, and receive answers from, officers and directors of the Company and persons acting on its behalf concerning the terms and conditions of this Agreement. The Employee has received sufficient information relating to the Company to enable her to make an informed decision with respect to Employee's investment in the Company. d. The Employee has adequate net worth and means of providing for his current needs and personal contingencies and can afford to sustain a complete loss of the Employee's investment in the Company. The Employee recognizes that an investment in the Company is speculative and involves certain risks, and the Employee has taken full cognizance of and understands and can evaluate all of the risks of the investment in the Shares. The Employee acknowledges that these risks include, without limitation, the following: (1) The Company and its operations are subject to all the risks inherent in the establishment and growth of a business in the trucking industry. The likelihood of the success of the Company must be considered in light of the problems, complications and delays frequently encountered in connection with the trucking industry. There can be no assurance that the Company will operate at a profit. -4- (2) The Shares represent a minor portion of the outstanding capital stock of the Company. Thus, it can be expected that the current majority owners, by virtue of their percentage share ownership, will continue to have the unrestricted ability to determine the composition of the Board of Directors and the policies of the Company. (3) It is highly unlikely that dividends will be paid with respect to the Shares. Moreover, there can be no assurance that the operations of the Company will generate sufficient revenues to enable the Company to declare or pay dividends on or make distributions with respect to the Shares, or that such dividends shall be permitted by the terms of the Company's credit facility with its senior lender. (4) The Employee recognizes that: (a) The existing shareholders of the Company (i.e., those who have been issued capital stock prior to the date hereof) have paid different amounts per share for their shares of common stock. (b) The Company does not represent nor has it been implied that any of the Shares can be resold at the offering price. (c) The Employee acknowledges that no Federal, state or foreign agency has passed upon, approved, recommended or endorsed the merits of the Shares for investment, or for any other purpose. e. The Employee understands that the Shares are being offered and sold in reliance on specific exemptions from the registration requirements of Federal and state law and that the Company is relying upon the truth and accuracy of the representations, warranties, agreements, acknowledgments and understandings set forth herein in order to determine the applicability of such exemptions and the suitability of the Employee to acquire the Shares. f. The Employee understands that (i) there is no established market for the Shares, nor is any such market expected to develop, and (ii) neither the Company nor any other person has any obligation or intention to effect the Registration of the Employee's Shares for sale, transfer or disposition by the Employee under the Securities Act or the Applicable Laws, or to take any action or provide any information (including, without limitation, the filing of reports or the publication of information required by Rule 144 under the Securities Act) which would make available any exemption from the Registration requirements of the Securities Act or the Applicable Laws. The Employee must therefore hold his Shares indefinitely unless a subsequent Registration or exemption therefrom is available and is obtained. g. The Employee understands that he is not entitled to cancel, terminate or revoke this subscription, except as may otherwise be set forth in this Section 5. -5- h. (1) If the Employee is a Pennsylvania resident, the Employee has received and read the notice of his right to withdraw under certain circumstances his subscription for Shares hereunder. The Employee represents that he understands that, in accepting an offer made pursuant to this Agreement to purchase Shares hereby, the Employee may elect, within two business days after the Company is in receipt of this executed Agreement, to withdraw from the Agreement and receive a full refund of all monies paid for the Shares. Such withdrawal will be without any further liability to the Employee. To accomplish this withdrawal, the Employee need only send a letter or a telegram to the Company indicating his intention to withdraw. If a letter is sent, the Employee understands that it should be sent by registered or certified mail, return receipt requested, to ensure that it is received and also to evidence the date on which it is mailed. If the Employee orally requests to withdraw, he should ask for written confirmation that the request has been received. (2) The Employee also agrees that he will not sell any of the Shares acquired hereby within twelve months from the date of purchase except in accordance with the requirements of the Pennsylvania Securities Act of 1972, as amended, as well as the Securities Act. i. No broker or finder has acted for the Employee in connection with his purchase of the Shares and no broker or finder is entitled to any broker's or finder's fees or other commissions in connection therewith based on agreements between the Employee and any broker or finder. j. The Employee is a resident of the Commonwealth of Pennsylvania. If an individual, the Employee is a citizen of the United States of America, is at least 21 years of age, and has the legal capacity to execute, deliver and perform this Agreement. k. All information which the Employee has provided to the Company concerning such Employee, such Employee's financial position and such Employee's knowledge of financial and business matters, including all information contained herein, is true and complete as of the date hereof. 1. Appropriate restrictive endorsement(s) will be placed upon the certificates evidencing the Shares subscribed to hereby to reflect the foregoing and that the Company will give appropriate stop transfer instructions to the person(s) in charge of the transfer of the Employee's Shares. 6. Restrictive Legend. Stock Certificates representing the Shares issued to the Employee pursuant hereto shall bear the following legends: THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE BEEN ACQUIRED FOR INVESTMENT AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS. THE SECURITIES MAY NOT BE PLEDGED, HYPOTHECATED, SOLD -6- OR TRANSFERRED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER THE SECURITIES ACT OF 1933 AND APPLICABLE STATE SECURITIES LAWS OR A SATISFACTORY OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT SUCH PLEDGE, HYPOTHECATION, SALE OR TRANSFER IS EXEMPT THEREFROM UNDER ANY SUCH ACT AND APPLICABLE STATE SECURITIES LAWS. THE HOLDER OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE AGREES BY ACCEPTANCE HEREOF THAT SUCH HOLDER WILL NOT SELL ANY OF SUCH SECURITIES WITHIN TWELVE MONTHS FROM THE DATE OF THE PURCHASE THEREOF EXCEPT IN ACCORDANCE WITH THE REQUIREMENTS OF THE PENNSYLVANIA SECURITIES ACT OF 1972, AS AMENDED. 7. Termination of Options, Warrants and other Rights. Employee hereby cancels and terminates in all respects any and all Rights that may be held by Employee on the date hereof (collectively, the "Terminated Rights"). On the date hereof, Employee has delivered to the Company for cancellation any original documents in Employee's control or possession evidencing or representing any such Terminated Rights. Employee hereby releases the Company, the Company Affiliates, their respective directors, officers, employees and agents, and their respective successors and assigns, from any liability to Employee whatsoever relating to, arising out of, or in connection with, such Terminated Rights. The foregoing provisions shall not be construed to limit the ability of the Company to grant or issue to Employee, after the date hereof, any similar rights to acquire any capital stock or other securities of the Company and/or the Company Affiliates, including options or warrants. For purposes of this Agreement, "Rights" shall mean any contracts, subscriptions, calls, rights to convert, commitments or rights of any character or kind, including without limitation, options or warrants, to purchase or otherwise acquire or to require the Company and/or the Company Affiliates, to issue any capital stock or other securities of the Company and/or any other Affiliated Securities. 8. Mandatory Company Obligation to Repurchase Shares at Premium On Occurrence of Certain Events. a. In the event (i) that the Employee shall die ("Death"), (ii) of the disability of the Employee such that Employee is unable to perform his or her duties and responsibilities to the Company or any Company Affiliate to the full extent required by reasons of illness, injury or incapacity for a period of more than one hundred twenty (120) consecutive days or more than two hundred seventy (270) days, in the aggregate, during any three hundred sixty-five (365) day period ("Disability"), or (iii) Employee shall retire at reaching 65 years of age (or at such earlier age as may be agreed by Employee and the Company) ("Retirement" and together with Death and Disability, collectively the "Section 8 Events"), the Company shall (unless otherwise prevented by law) redeem all of the Shares owned by the Employee at the time of such Section 8 Event. The purchase price for the Shares so redeemed pursuant to the -7- provisions of this Section 8 shall be equal to the greater of (x) the price paid for such Shares by the Employee, and (y) the fair market value of such Shares, which shall be mutually agreed upon by the Employee and Company; provided that, in the event the Employee and Company cannot agree upon the fair market value for such Shares within thirty (30) days following the Section 8 Event in question, the fair market value of such Shares shall be determined by appraisal (pursuant to Sections 8(b) and 8(c) hereof). b. Such appraisal shall be conducted by an independent investment banking firm engaged by Company and agreed upon by the Employee (or Employee's personal representative or executor, if applicable); provided, however, that if the Company and Employee (or Employee's personal representative or executor, if applicable) cannot agree on an appraiser within forty (40) days following the Section 8 Event in question, each of the Company and Employee (or Employee's personal representative or executor, if applicable) shall within five (5) days thereafter select one appraiser, and such appraisers shall mutually agree within forty five (45) days thereafter upon the value of such Shares; and further provided, if such appraisers cannot mutually agree upon the value of such Shares, the appraisers shall (on or prior to such forty-fifth (45th) day) mutually agree upon a third appraiser, which third appraiser shall determine, in its sole discretion, the value of such Shares. The Company shall be responsible for all of the costs of such appraisal. Any time periods set forth in this Section 8 shall be adjusted in order to account for any delay caused by such appraisal. c. If the determination of the fair market value of the Shares by the appraiser(s) depends on or takes into account the net income or projected net income of the Company for any prior or future period, the appraiser(s) shall be directed to exclude from such net income or projected net income any amounts paid or projected to be paid to or for the benefit of David R. Hamilton and to George McFadden in excess of their base salary and consulting fees and other base compensation, if any. d. Settlement for the purchase of such Shares by the Company pursuant to this Section shall be made within one (1) year following the date of the Section 8 Event, unless the Company for any reason is legally prohibited from redeeming any of those Shares, in which case the Company shall thereafter redeem such shares on the earliest date(s) on which the Company is no longer so prohibited from redeeming such Shares, or unless the Company has not obtained all required third party consents to such purchase, in which case settlement shall occur as promptly as practicable following the date that the Company shall obtain such consents. The Company hereby agrees to use its best efforts to obtain all such requisite third party consents. All settlements for the purchase and sale of such Shares shall, unless otherwise agreed to by the Company and Employee (or Employee's personal representative or executor, if applicable), be held at the principal offices of the Company during regular business hours. The precise date and hour of settlement shall be fixed by the Company (within the time limits allowed by the provisions of this Section) by notice in writing to Employee (or Employee's personal representative or executor, if applicable) given at least five (5) days in advance of the settlement date specified. At settlement, the Shares being sold shall be delivered by Employee -8- (or Employee's personal representative or executor, if applicable) to the Company, duly endorsed for transfer or with executed stock powers attached, with any necessary documentary and transfer tax stamps affixed by Employee. 9. Mandatory Company Obligation to Repurchase Shares at Premium On Occurrence of Other Events. a. In the event that (i) the Employee voluntarily resigns from the Company or a Company Affiliate, as the case may be (except as set forth in Section 10 below) or (ii) the Employee is terminated without Cause (as defined below) (any of the foregoing, a "Section 9 Event"), the Company shall (unless otherwise prevented by law), redeem up to all of the Shares owned by the Employee at the time of such Section 9 Event. The purchase price for any Shares redeemed pursuant to the provisions of Section 9(a)(i) hereof shall be equal to (x) the greater of the price paid by the Employee for each such Share, and (y) an amount equal to two-thirds of the fair market value of such Shares (as determined in accordance with the provisions of Section 8 hereof). The purchase price for any Shares redeemed pursuant to the provisions of Section 9(a)(ii) hereof shall be equal to the greater of (r) the price paid by the Employees for each such Share, and (s) the fair market value of such Shares (as determined in accordance with the provisions of Section 8 hereof. b. Settlement for the purchase of such Shares by the Company pursuant to this Section shall be made within one (1) year following the date of the Section 9 Event, unless the Company for any reason is legally prohibited from redeeming any of those Shares, in which case the Company may thereafter redeem such shares on the earliest date(s) on which the Company is no longer so prohibited from redeeming such Shares, or unless the Company has not obtained all required third party consents to such purchase, in which case settlement shall occur as promptly as practicable following the date that the Company shall obtain such consents. The Company hereby agrees to use its best efforts to obtain all such requisite third party consents. Settlement for the purchase and sale of such Shares shall, unless otherwise agreed to by the Company and Employee, be held at the principal offices of the Company during regular business hours. The precise date and hour of settlement shall be fixed by the Company (within the time limits allowed by the provisions of this Section) by notice in writing to Employee given at least five (5) days in advance of the settlement date specified. At settlement, the Shares being sold shall be delivered by Employee to the Company, duly endorsed for transfer or with executed stock powers attached, with any necessary documentary and transfer tax stamps affixed by Employee in exchange for the purchase price therefor. 10. Optional Company Right to Repurchase Shares for Purchase Price Thereof. a. In the event (each of the following, a "Section 10 Event") that the Employee's employment with the Company or a Company Affiliate shall cease as a consequence of (a) the Employee's willful or gross malfeasance or gross misconduct with respect to the Company or a Company Affiliate, including without limitation, fraud, embezzlement, theft or proven dishonesty in the course of his employment or (b) Employee's conviction of a felony (the -9- events described in subsections (a) and (b), collectively, "Cause"), the Company may (unless otherwise prevented by law), at its option, upon written notice thereof given within 30 days of such Section 10 Event and upon the tender of payment therefor, redeem all of the Shares owned by the Employee at the time of such Section 10 Event. The purchase price for any Shares so redeemed pursuant to the provisions of this Section 10 shall be equal to the price paid by the Employee for such Shares. b. Settlement for the purchase of such Shares by the Company pursuant to this Section shall be made within one (1) year following the date of the Section 10 Event, unless the Company for any reason is legally prohibited from redeeming any of those Shares, in which case the Company may thereafter redeem such shares on the earliest date(s) on which the Company is no longer so prohibited from redeeming such shares, or unless the Company has not obtained all required third party consents to such purchase, in which case settlement shall occur as promptly as practicable following the date that the Company shall obtain such consents. All settlements for the purchase and sale of such Shares shall, unless otherwise agreed to by the Company and Employee, be held at the principal offices of the Company during regular business hours. The precise date and hour of settlement shall be fixed by the Company (within the time limits allowed by the provisions of this Section) by notice in writing to Employee given at least five (5) days in advance of the settlement date specified. At settlement, the Shares being sold shall be delivered by Employee to the Company, duly endorsed for transfer or with executed stock powers attached, with any necessary documentary and transfer tax stamps affixed by Employee. 11. Company Purchase Option. a. Employee shall not (either during or following Employee's employment with the Company) transfer, sell, donate, pledge or otherwise dispose of or encumber (collectively, "Transfer") any Shares except as provided in this Section 11. b. In the event Employee (either during or following Employee's employment with the Company) desires to in any way directly or indirectly, Transfer, either voluntarily or involuntarily, all or any portion of his Shares, Employee shall first obtain a bona fide written offer which he desires to accept (hereinafter called the "Offer") to purchase the Shares which he desires to sell ("Offered Shares"). Employee shall then provide written notice to the Company of such desire which notice shall set forth the price per share for the Offered Shares set forth in the Offer, and the other terms and conditions upon which Employee shall sell the Offered Shares. The purchase price payable by the Company for such Offered Shares shall be equal to the price per Share paid by the Employee for such Shares. c. For a period of fifteen (15) days after the delivery to the Company of notice of the Offer, the Company shall have the option, exercisable by written notice to Employee, to purchase the Offered Shares for the purchase price set forth above. If the Company does not exercise its option to purchase the Offered Shares within the applicable fifteen (15) day period, the Company's option to purchase the Offered Shares shall terminate and Employee shall have -10- the right to sell the Offered Shares to the third party making the Offer at a purchase price not less than the purchase price set forth in the Offer and substantially in accordance with the other terms and conditions of the Offer; provided, however, that if a Transfer to such third party is not consummated within ninety (90) days after the expiration of the foregoing fifteen (15) day period at a purchase price not less than the purchase price set forth in the Offer and substantially in accordance with the other terms and conditions of the Offer, Employee shall not be entitled to Transfer the Offered Shares unless a new Offer is obtained and the Offered Shares are then reoffered to the Company in accordance with the foregoing procedures of this Section. d. Settlement for the purchase of Offered Shares by the Company pursuant to this Section shall be made within thirty (30) days following the date of exercise of the option. Settlements for the purchase and sale of Offered Shares shall, unless otherwise agreed to, be held at the principal offices of the Company during regular business hours. The precise date and hour of settlement shall be fixed by the Company (within the time limits allowed by the provisions of this Agreement) by notice in writing to Employee given at least five (5) days in advance of the settlement date specified. At settlement, the Offered Shares being sold shall be delivered by Employee to the Company, duly endorsed for transfer or with executed stock powers attached, with any necessary documentary and transfer tax stamps affixed by Employee. e. This Section shall not apply to a transfer of Shares by Employee to his spouse, parents, siblings or lineal descendants or any such persons or to a trust for the benefit of any of the foregoing (including trusts for such Employee's benefit); provided, that any such transferee shall agree in writing to be bound by, and to comply with, all applicable provisions of this Agreement; provided, further, that any shares so transferred shall be held by the transferee subject to the rights, obligations, sale/repurchase rights and other burdens which would be imposed on Employee with respect to such Shares as if he had not transferred the shares. f. In connection with, and as a condition of, permitting any Transfer or delivery of stock certificates under this Section, the Company may require Employee to pay to it a sufficient sum to enable it to pay, or to reimburse it for any payment made in respect of, any stamp tax or other governmental charge in connection with such transfer or delivery. g. The provisions of this Section 11 shall remain in full force and effect until the closing of the first public offering of the Company's common stock after the date hereof. 12. Noncompetition; Non-Solicitation: Proprietary Information: Property. a. The Employee shall not, during all times (the "Term") that he is employed or retained by, or otherwise associated with, the Company or a Company Affiliate and for a period of twelve months thereafter (the "Restricted Period"), do any of the following directly or indirectly without the prior written consent of the Company: -11- (1) engage or participate in any business activity competitive with the Company's business, or the business of any of the Company Affiliates, as same are conducted during the Term with respect to any period during the Term, or upon the termination of the Term with respect to the balance of the Restricted Period (the "Business"); (2) become interested in (as owner, stockholder, lender, partner, co-venturer, director, officer, employee, agent, consultant or otherwise) any person, firm, corporation, association or other entity engaged in any business that is competitive with the Business during the Term or the balance of the Restricted Period, or become interested in any portion of the business of any person where such portion of such business is competitive with the Business during the Term or the balance of the Restricted Period. Notwithstanding the foregoing, Employee may hold not more than one percent (1%) of the outstanding securities of any class of any publicly-traded securities of a company that is so engaged. b. Employee shall not, during the Term and for the balance of the Restricted Period, do any of the following, directly or indirectly, without the prior written consent of the Company: (1) solicit, call on, or in any way contact, either directly or indirectly, whether on behalf of Employee or any other person, any account, client, customer or supplier with whom (or which) the Company or a Company Affiliate shall have dealt at any time during the Term or for the two (2) year period immediately preceding the Term; (2) influence or attempt to influence any supplier, customer or potential customer of the Company or a Company Affiliate to terminate or modify any written or oral agreement or course of dealing with the Company or a Company Affiliate; (3) employ or retain, or arrange to have any other person or entity employ or retain, any person who shall have been employed or retained by the Company or a Company Affiliate as an employee, consultant, agent, distributor or in a similar such capacity at any time during the Term; or (4) influence or attempt to influence any such person to terminate or modify his employment, consulting, agency, distributorship or other arrangement with the Company or a Company Affiliate. c. (1) Employee recognizes and acknowledges that the Proprietary Information (as hereinafter defined) is a valuable, special and unique asset of the business of the Company. As a result, both during the Term and thereafter, Employee shall not, without the prior written consent of the Company, for any reason either directly or indirectly divulge to any third-party or use for his own benefit, or for any purpose other than the exclusive benefit of the Company, any confidential, proprietary, business and technical information or trade secrets of the Company or of any Company Affiliate ("Proprietary Information") revealed, obtained or developed in the course of his retention with the Company or Company Affiliate. -12- Such Proprietary Information shall include, but shall not be limited to, any information relating to research, computer codes or instructions, costs, business studies, business procedures, finances, marketing data, methods, plans and efforts, the identities of customers, contractors and suppliers and prospective customers, contractors and suppliers, the terms of contracts and agreements with customers, contractors and suppliers, personnel information, customer and vendor credit information, and any other confidential information relating to the business of the Company, provided, that nothing herein contained shall restrict Employee's ability to make such disclosures during the Term as may be necessary or appropriate to the effective and efficient discharge of his duties to the Company or as such disclosures may be required by law, and further provided, that nothing herein contained shall restrict Employee from divulging or using for his own benefit or for any other purpose any Proprietary Information which is readily available to the general public so long as such information did not become available to the general public as a direct or indirect result of Employee's breach of this Section 12(c)(1). Failure by the Company to mark any of the Proprietary Information as confidential or proprietary shall not affect its status as Proprietary Information under the terms of this Agreement. (2) In the event that the Employee is requested pursuant to, or required by, applicable law or regulation or by legal process to disclose any such Confidential Information, the Employee shall provide the Company with prompt notice of such request or the receipt of legal process to enable the Company to seek an appropriate protective order, to consult with the Company with respect to the taking of steps to resist or narrow the scope of such request or process, and/or waive compliance in whole or in part with the Employee's agreement to maintain the confidentiality of such data or information. If and to the extent after the foregoing notice, in the absence of a protective order or receipt of a waiver under this Agreement, the Employee is, in the written opinion of the Employee's counsel, compelled to disclose such data or information or be liable for contempt or suffer censure or penalty or violate applicable laws or regulations, the Employee may disclose such data or information without liability to the Company under this Agreement. d. All right, title and interest in and to Proprietary Information shall be and remain the sole and exclusive property of the Company. During the Term, Employee shall not remove from the Company's offices or premises any documents, records, notebooks, files, correspondence, reports, memoranda or similar materials of or containing Proprietary Information, or other materials or property of any kind belonging to the Company unless necessary or appropriate in accordance with his employment and, in the event that such materials or property are removed, all of the foregoing shall be returned to their proper files or places of safekeeping as promptly as possible after the removal shall serve its specific purpose. Employee shall not make, retain, remove and/or distribute any copies of any of the foregoing for any reason whatsoever, except as disclosure shall be necessary in the performance of his duties; and upon the termination of the Term, he shall leave with or return to the Company all originals and copies of the foregoing then in his possession, whether prepared by Employee or by others. -13- e. Employee acknowledges that the restrictions contained in this Section 12 are reasonable and necessary to protect the legitimate interests of the Company and its affiliates and that the Company would not have entered into this Agreement in the absence of such restrictions. Employee also acknowledges that any breach by him of this Section 12 will cause continuing and irreparable injury to the Company for which monetary damages would not be an adequate remedy. Employee shall not, in any action or proceeding to enforce any of the provisions of this Agreement, assert the claim or defense that such an adequate remedy at law exists. In the event of such breach by Employee, the Company shall have the right to enforce the provisions of this Section 12 by seeking injunctive or other relief in any court, and this Agreement shall not in any way limit remedies of law or in equity otherwise available to the Company. If an action at law or in equity is necessary to enforce or interpret the terms of this Agreement, the prevailing party shall be entitled to recover, in addition to any other relief, reasonable attorneys' fees, costs and disbursements. In the event that the provisions of this Section 12 should ever be adjudicated to exceed the time, geographic, or other limitations permitted by applicable law in any applicable jurisdiction, then such provisions shall be deemed reformed in such jurisdiction to the maximum time, geographic, or other limitations permitted by applicable law. In the event that Employee shall be in breach of any of the restrictions contained in Sections 12(a) and/or (b) hereof, then the Restricted Period shall be extended for a period of time equal to the period of time that Employee is in breach of such restriction. 13. Change of Control. a. If at any time while Employee is employed by the Company or a Company Affiliate (i) there shall occur a Change of Control (as defined below) or (ii) David R. Hamilton shall cease to be Chairman and Chief Executive Officer of the Company (each of the foregoing, a "Section 13 Event"), then Employee may elect at any time within twenty-four months after such event to terminate Employee's employment upon thirty days prior written notice given at any time within said twelve months, such termination to be effective at the expiration of said thirty day period. b. In the event that following the occurrence of a Section 13 Event, (i) Employee makes such election to terminate Employee's employment as set forth in Section 13(a) hereof, or (ii) Employee's employment shall be terminated by the Company or a Company Affiliate (other than for Cause) within twenty-four months following the occurrence thereof, then Employee shall receive severance payments in accordance with Section 14 hereof "Employee Severance". c. For purposes of this Section 13, a "Change of Control" means the sale, transfer, assignment or other disposition (including by merger or consolidation) by stockholders of the Company, in one transaction or a series of related transactions, such that following such transaction(s) David R. Hamilton and George McFadden, collectively, cease to own (directly, or indirectly through their Affiliates) more than fifty percent (50%) of the voting power represented by the then outstanding stock of the Company. For these purposes, -14- "Affiliate" means (i) any entity directly or indirectly controlling, controlled by or under common control with such stockholder, (ii) any immediate family member of such stockholder, or (iii) any trust for the benefit of such stockholder or any immediate family member of such stockholder. 14. Employee Severance. In the event that (a) Employee's employment with the Company or a Company Affiliate shall be terminated at any time by the Company (or a Company Affiliate, as the case may be) under the circumstances described in Section 13(b) hereof following the occurrence of a Section 13 Event, then Employee shall, for a period of not less than twelve months following the termination of Employee's employment, continue to receive Employee's base salary and benefits package including the use of a company car and related costs, reimbursement of club dues, health and dental plan, participation in the Company's Pension and 401(k) plans and any additional employee benefits which may be in effect at the time of such termination. Base salary shall continue to be inclusive of all applicable income, social security and other taxes and charges which are required by law to be withheld by the Company and in accordance with Company's normal payroll practices for its executives from time to time in effect. 15. Notice. Any notice or communication required or permitted under this Agreement shall be made in writing and sent by certified or registered mail, return receipt requested, addressed as follows: If to the Company: Chemical Leaman Corporation 102 Pickering Way Exton, PA 19341 Fax: (610) 363-4233 If to the Employee: Reuben M. Rosenthal c/o Chemical Leaman Corporation 102 Pickering Way Exton, PA 19341 Telephone (610) 363-4256 or to such other address as either party may from time to time duly specify by notice given to the other party in the manner specified above. 16. Gender: Number. All pronouns and other words used herein shall include all genders and the singular and the plural as the context requires. -15- 17. Headings. The headings of the Sections located herein are for convenience only, and they are not part of this Agreement and shall not affect its interpretation. 18. Applicable Law. This Agreement shall be governed by and be construed in accordance with the internal laws of the Commonwealth of Pennsylvania, without regard to the principles of conflicts of laws thereof. 19. Entire Agreement. This Agreement constitutes the entire understanding among the parties with respect to the subject matter hereof, and supersedes any prior understanding and/or written or oral agreements among them with respect thereto, except as may be contained herein. This Agreement may not be changed or modified, except by an Agreement in writing signed by each of the parties hereto. 20. No Third Party Beneficiaries. This Agreement is for the sole benefit of the parties hereto and their respective permitted successors and assigns, and neither this Agreement, nor any provision hereof shall be construed as conferring and are not intended to confer any rights on any other persons. In furtherance and not in limitation of the foregoing, the parties hereto acknowledge and agree that the Shares being sold hereunder are being sold by the Company pursuant to this Agreement only, and are not being sold pursuant to a plan or other arrangement generally available to the Company's employees. 21. Binding Effect. Except as otherwise provided herein, this Agreement shall be binding upon and inure to the benefits of the parties hereto, their successors and assigns. 22. Assignment. The Employee agrees not to transfer or assign this Agreement, or any of the Employee's interest herein, and further agrees that the transfer or assignment of the Shares shall be made only in accordance with applicable laws and the terms of this Agreement. 23. Counterparts. This Agreement may be executed in one or more counterparts, each of which shall be deemed an original, and all of which together shall be deemed to be one and the same instrument. IN WITNESS WHEREOF, the parties executed this Purchase Agreement on the date and year first written above. CHEMICAL LEAMAN CORPORATION By: /s/ David R. Hamilton ------------------------ Title REUBEN M. ROSENTHAL /s/ Reuben M. Rosenthal --------------------------- Signature -16- EX-10.16 23 PROMISSORY NOTE EXHIBIT 10.16 PROMISSORY NOTE $188,088.00 Exton, PA September 10, 1996 FOR VALUE RECEIVED, Reuben M. Rosenthal, an individual residing in the Commonwealth of Pennsylvania (the "Maker") hereby promises to pay to the order of CHEMICAL LEAMAN CORPORATION, a Pennsylvania corporation (the "Holder"), at such place as the Holder may designate from time to time in writing, the principal sum of One hundred eighty-eight thousand eighty-eight dollars ($188,088.00) in lawful money of the United States of America, together with interest on the outstanding principal balance hereunder as hereinafter provided. This Promissory Note is made in connection with the purchase by Maker and the sale by the Holder of shares of the common stock of the Holder (the "Shares") pursuant to the terms of a Stock Purchase Agreement (the "Agreement"), dated the date hereof, by and among the Maker and the Holder. Capitalized terms used herein and not otherwise defined herein shall have the meanings ascribed to them in the Agreement. 1. Payments of Interest and Principal. Payments of principal plus interest shall be payable in accordance with the terms hereof. If not prepaid in full prior thereto, the outstanding principal balance hereunder shall be paid in full on the tenth (10th) anniversary of the date of this Note (the "Maturity Date"). Interest shall be payable on the unpaid principal hereof outstanding from time to time at a rate equal to 7.25% per annum. Interest shall be payable annually, in arrears, commencing on December 31, 1996, and continuing each year thereafter, until the Maturity Date, with the final installment of interest, and any other accrued and unpaid interest hereon, payable on the Maturity Date. Interest shall be calculated on the basis of actual days elapsed over a 365-day year and shall be payable until the Maturity Date or until this Note is prepaid in full pursuant to the terms set forth below. All amounts payable hereunder shall be paid by the Maker in lawful money of the United States of America, by check or wire transfer (at the Maker's option), or any other method approved in advance by the Holder at the place designated by the Holder in writing to the Maker, in immediately available and freely transferable funds at such place of payment. Notwithstanding anything herein to the contrary, the effective rate of interest hereunder shall not exceed the maximum effective rate of interest permitted by applicable law or regulation. 2. Prepayments. a. The Maker may prepay at any time all or any portion of the sums due hereunder without penalty or premium. b. In the event that, from time to time, the Maker (or any person to whom any of the Shares are transferred in accordance with Section ll(e) of the Agreement) sells, transfers or conveys all or any portion of the Shares for consideration, including without limitation to the Holder, the Maker shall immediately thereafter prepay this Note to the extent of the net proceeds realized by the Maker (or such other seller) upon such sale, transfer or conveyance. For purposes 1 hereof, "net proceeds" shall be defined as the gross proceeds realized by the Maker (or such other seller), less only reasonable attorneys' fees and other customary and usual transaction costs incurred by Maker (or such other seller) in connection therewith. c. In the event that, from time to time, the Maker (or any person to whom any of the Shares are transferred in accordance with Section 1l(e) of the Agreement) shall receive cash dividends in respect of the Shares, the Maker shall immediately thereafter prepay this Note to the extent of such dividends received by the Maker (or such other seller). d. Any prepayment hereunder shall be applied first to any accrued and unpaid interest and then to principal in the inverse order of the due dates of the installments thereof. 3. Events of Default. The occurrence of one or more of the following events shall constitute an event of default hereunder (an "Event of Default"): a. should there be any default in the payment of any installment of principal and/or interest on any day whereon the same is payable as above expressed, including without limitation, a mandatory prepayment pursuant to Sections 2(b) or 2(c) hereof, and such default shall continue for a period of five (5) days after written notice thereof from the Holder to the Maker; or b. in the event that the Maker (i) makes an assignment for the benefit of creditors, (ii) admits in writing his inability to pay his debts as they become due, (iii) files a voluntary petition in bankruptcy, (iv) is adjudicated as bankrupt or insolvent, (v) files any petition or answer seeking for himself any relief under laws relating to reorganization, arrangement, composition, readjustment, liquidation, dissolution or similar relief under any present or future statute, law, or regulation, (vi) files any answer admitting or not contesting the material allegation of a petition filed against the Maker in any such proceeding, or (vii) seeks, consents to, or acquiesces in, the appointment of any trustee, receiver, or liquidator of the Maker or of all or any substantial part of the properties of the Maker; or c. if, within 60 days after the commencement of an action against the Maker seeking any relief under laws relating to reorganization, arrangement, composition, readjustment, liquidation, dissolution, or similar relief under any present or future statute, law or regulation, such action shall not have been dismissed or all orders or proceedings under such action affecting the operations or the business of the Maker stayed, or if the stay of any such order or proceeding shall later be set aside, or if, within 60 days after the appointment without the consent or acquiescence of the Maker of any trustee, receiver, or liquidator of the Maker or of all or any substantial part of the properties of the Maker, such appointment shall not have been vacated. 4. Remedies. Upon the occurrence of any Event of Default, the entire unpaid principal sum hereunder plus any and all interest accrued thereon plus all other sums due and payable to the Holder hereunder shall, at the option of the Holder, become due and payable immediately. In the event that legal proceedings are instituted to collect any amount due hereunder, the Maker agrees to pay the Holder, in addition to the amount of the unpaid balance 2 of principal and interest, all costs and expenses of such proceedings, including reasonable attorney's fees. The remedies of the Holder provided herein and in the Agreement, and the warrants of attorney herein or therein contained, shall be cumulative and concurrent, and may be pursued singly, successively and together at the sole discretion of the Holder, and may be exercised as often as occasion therefor shall occur and the failure to exercise any such right or remedy shall in no event be construed as a waiver or release of the same. 5. Non-Recourse. Notwithstanding the face amount hereof, or any other provisions herein or in the Agreement, the Maker shall only be personally liable under this Note for (a) an amount not to exceed twenty percent (20%) of (i) the original face amount hereof, plus (ii) the aggregate amount of any interest owing to the Holder from time to time hereunder, and (b) any amounts required to be prepaid pursuant to Sections 2(b) and 2(c) hereof, and the Maker shall have no other personal liability on account of this Note; provided that, in the event that the Maker shall sell, transfer or convey all of the Shares to the Holder in exchange for an amount that, together with all amounts paid to the Holder pursuant to Section 5(b) hereof, does not equal or exceed the sum expressed in Section 5(a) hereof, the Maker shall not be personally liable in respect hereof for any additional amounts. 6. Notices. Notices of prepayment and all other notices to be given to the Holder shall be given by overnight U.S. registered mail (return receipt requested), overnight courier, or telecopier to the Holder at 102 Pickering Way, Exton, Pennsylvania 19341, or at such other address as the Holder shall notify the Maker thereof in writing. 7. Waivers. The Maker, to the extent permitted by law, waives and agrees not to assert or take advantage of any of the following: (a) acceptance or notice of acceptance of this Note by the Maker; (b) presentment and/or demand for payment of this Note or any indebtedness or obligations hereby promised; and (c) protest any notice of dishonor with respect to this Note or any indebtedness or performance of obligations arising hereunder. 8. Exclusive Jurisdiction. Maker agrees that any action or proceeding against him to enforce the Note shall be commenced in state or federal court in the County of Chester in the Commonwealth of Pennsylvania, and Maker waives personal service of process and agrees that a summons and complaint commencing an action or proceeding in any such court shall be properly served and shall confer personal jurisdiction if served in accordance with the notice provisions set forth herein. 9. Severability. In the event that any provision of this Note is held to be invalid, illegal or unenforceable in any respect or to any extent, such provision shall nevertheless remain valid, legal and enforceable in all such other respects and to such extent as may be permissible. Any such invalidity, illegality or unenforceability shall not affect any other provisions of this Note, but this Note shall be construed as if such invalid, illegal or unenforceable provision had never been contained herein. 3 10. Transfer, etc.; Successors and Assigns. Neither the Maker nor the Holder may assign or delegate any of its rights or obligations (as the case may be) under this Note, except that the Holder may assign this Note to any subsidiary or affiliate thereof. 11. Captions. The captions or headings of the paragraphs in this Note are for convenience only and shall not control or affect the meaning or construction of any of the terms or provisions of this Note. 12. Governing Law. This Note shall be governed by and construed in accordance with the laws of the Commonwealth of Pennsylvania, without reference to conflict of laws principles. IN WITNESS WHEREOF, the Maker has duly executed this Note the day and year above first written. Witness /s/ Mary Ann Baier /s/ REUBEN M. ROSENTHAL - ------------------------------- ------------------------------- REUBEN M. ROSENTHAL Sworn to and subscribed before me the 25th day of Oct. 1996 NOTARIAL SEAL MARY LOUISE CORRIGAN, Notary Public W. Whiteland Twp. Chester County My Commission Expires June 5, 2000 EX-10.17 24 PLEDGE AGREEMENT EXHIBIT 10.17 PLEDGE AGREEMENT This Pledge Agreement (the "Agreement") is made as of the 10th day of September, 1996, by and between CHEMICAL LEAMAN CORPORATION, a Pennsylvania corporation (the "Company") and Reuben M. Rosenthal, a resident of the Commonwealth of Pennsylvania ("Employee"). BACKGROUND Pursuant to a Purchase Agreement, dated September 10, 1996, between the Company and Employee, the Company sold to Employee 43.75 shares of the common stock of the Company (the "Shares") in exchange for (a) a cash payment of $74,412.00 and (b) a limited recourse promissory note of Employee, also dated September 10, 1996, in the principal amount of $188,088.00 (the "Note"). It was the intent of the parties to the Purchase Agreement that the obligations of Employee under the Note be secured by the grant of a security interest in the Shares. The parties hereto desire to evidence such grant by the execution and delivery of this Agreement. NOW, THEREFORE, in consideration of the foregoing and of the mutual promises and covenants herein contained, and intending to be legally bound, Employee and the Company hereby agree as follows: ARTICLE 1 PLEDGE 1.1. Grant of Security Interest. Employee hereby assigns, pledges and grants to the Company a security interest in the Shares, together with all additions thereto, substitutions or exchanges therefor, proceeds thereof and distributions thereon (which shall be referred to collectively herein as the "Collateral"), as collateral security for the Note and for the payment and performance of all indebtedness, liability and obligations of Employee to Company (collectively, the "Obligations"), whether for principal, interest, fees, expenses or otherwise, now existing or hereafter created or arising under the Purchase Agreement, the Note and this Agreement (collectively, the "Documents"), all on the terms and conditions set forth herein. The Obligations shall include amounts for which Employee has no personal liability pursuant to Paragraph 5 of the Note. 1.2. Limitations on Encumbrances. Prior to the full payment and performance of the Obligations, Employee agrees not to create or permit to exist any lien, security interest, or other charge or encumbrance upon or with respect to any of the Collateral, except the security interest under this Agreement. 1.3. Additional Security. Prior to the full payment and performance of the Obligations, the Company shall be entitled to receive, as additional Collateral any and all additional shares of stock or any other property of any kind distributable on or by reason of the Shares pledged hereunder, whether in the form of or by way of stock dividends or otherwise, with the sole exception of normal, regularly declared cash dividends. If any of such property, other than such cash dividends, shall come into the possession or control of Employee, Employee shall hold or control and forthwith transfer and deliver the same to Company subject to the provisions hereof. 1.4. Rights Prior to a Default. So long as no default has occurred under any of the Obligations or Documents and Employee is in full compliance with the terms hereof: (a) Employee shall be entitled to receive and retain any normal, regularly declared cash dividends paid on the Shares pledged hereunder. (b) Employee may exercise all voting rights, if any, pertaining to the Shares for any purpose. 1.5. Further Assurances. Employee shall take all actions (and execute and deliver from time to time all instruments and documents) necessary or appropriate or reasonably requested by Company, to continue the validity, enforceability and perfected status of the pledge of the Shares hereunder. 1.6 No Obligations. The Company shall be under no obligation to take any actions and shall have no liability (except for negligence or willful misconduct) with respect to the preservation or protection of the pledged Shares or any underlying interests represented thereby as against any prior or other parties. 1.7. Extensions, etc. Employee agrees that the Company, at any time and without affecting its rights in the pledged Shares and without notice to Employee, may grant any extensions, releases or other modifications of any kind respecting the Documents, Obligations and any collateral security therefor and Employee, except as otherwise provided herein or in the Documents, waives all notices of any kind in connection with the Obligations, the Documents and any changes therein or defaults or enforcement proceedings thereunder, whether against Employee or any other party. Employee hereby waives any rights it has at equity or in law to require the Company to apply any rights of marshalling or other equitable doctrines in the circumstances. 1.8. Default. After the occurrence of an Event of Default (as defined in the Note) or if any agreement of Employee hereunder is breached or proves to be false (a "Default"): (a) The Company may transfer or cause to be transferred any of the pledged Shares into its own or a nominee's or nominees' names. (b) The Company shall be entitled to receive and apply in payment of the Obligations any cash dividends or other payment on the pledged Shares. (c) The Company shall be entitled to exercise in the Company's discretion all voting rights, if any, pertaining thereto and in connection therewith and at the written request of the Company, Employee shall execute any appropriate dividend, payment or brokerage orders or proxies. (d) Employee shall take any action necessary or required or reasonably requested by the Company, in order to allow the Company fully to enforce the pledge of the Shares hereunder and realize thereon to the fullest possible extent, including but not limited to the filing of any claims with any court, liquidator or trustee, custodian, receiver or other like person or party. (e) The Company shall have all the rights and remedies granted or available to it hereunder, under the Uniform Commercial Code as in effect from time to time in Pennsylvania, under any other statute or the common law, or under any of the Documents, including the right to sell the pledged Shares or any portion thereof at one or more public or private sales upon ten (10) days' written notice and to bid thereat or purchase any part or all thereof in its own or a nominee's or nominees' names, free and clear of any equity or redemption; and to apply the net proceeds of the sale, after deduction for any expenses of sale, including the payment of all the Company's reasonable attorneys' fees in connection with the Obligations and the sale, to the payment of the Obligations in any manner or order which the Company in its sole discretion may elect, without further notice to or consent of Employee and without regard to any equitable principles of marshalling or other like equitable doctrines. 1.9. Appointment as Attorney-in-Fact. Effective upon the occurrence of a Default, Employee hereby irrevocably appoints Company as its attorney-in-fact to execute, deliver and record, if appropriate, from time to time any instruments or documents in connection with the Collateral, in Employee or the Company's names. 1. 10. Duration of Provisions. The provisions of this Agreement shall remain in full force and effect until the payment and satisfaction in full of the Obligations. ARTICLE 2 MISCELLANEOUS 2.1. Entire Agreement; Amendments. This Agreement, together with the Note and the Purchase Agreement, constitute the entire understanding among the parties hereto with respect to the subject matter contained herein and supersedes any prior understandings and agreements among them respecting such subject matter. In the event of any inconsistency between this Agreement shall control. 2.2. Headings. The headings in this Agreement are for convenience of reference only and shall not affect its interpretation. 2.3. Gender; Number. Words of gender may be read as masculine, feminine, or neuter, as required by context. Words of number may be read as singular or plural, as required by context. 2.4. Severability. If any provision of this Agreement is held illegal, invalid, or unenforceable, such illegality, invalidity, or unenforceability will not affect any other provision hereof. This Agreement shall, in such circumstances, be deemed modified to the extent necessary to render enforceable the provisions hereof. 2.5. Waiver. The failure of any party hereto to insist upon strict performance of any of the terms or conditions of this Agreement will not constitute a waiver of any of its rights hereunder. 2.6. Assignment. No party hereto may assign any of its rights or delegate any of its obligations hereunder without the prior written consent of the other parties hereto. 2.7. Successors and Assigns. This Agreement binds, inures to the benefit of, and is enforceable by the successors and assigns of the parties hereto, and does not confer any rights on any other persons or entities. 2.8. Governing Law. This Agreement shall be construed and enforced in accordance with the law of the Commonwealth of Pennsylvania. 2.9. Counterparts. This Agreement may be executed in any number of counterparts and any party hereto may execute any such counterpart, each of which when executed and delivered shall be deemed to be an original and all of which counterparts taken together shall constitute but one and the same instrument. 2. 10. Personal Liability. Notwithstanding anything herein contained to the contrary, Employee shall only be personally liable under the Note and this Agreement to the extent set forth in Paragraph 5 of the Note. IN WITNESS WHEREOF, the parties have executed this Agreement on the date first above written. ATTEST: CHEMICAL LEAMAN CORPORATION By: By: /s/ Eugene C. Parkerson --------------------------- ----------------------------- Title: Title: Witness: /s/ David M. Boucher /s/ REUBAN M. ROSENTHAL - ------------------------------- --------------------------------- REUBAN M. ROSENTHAL EX-10.18 25 PURCHASE AGREEMENT EXHIBIT 10.18 THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT") OR ANY APPLICABLE STATE SECURITIES LAWS AND ARE BEING OFFERED AND SOLD IN RELIANCE ON EXEMPTIONS FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND FROM EXEMPTIONS FROM REGISTRATION UNDER APPLICABLE STATE SECURITIES LAWS. THE TRANSFER OF THESE SECURITIES IS RESTRICTED BY SUCH LAWS AND THE TERMS OF THIS AGREEMENT AND MAY NOT BE SOLD, OFFERED, TRANSFERRED OR OTHERWISE DISPOSED OF FOR VALUE EXCEPT PURSUANT TO REGISTRATION UNDER THE SECURITIES ACT AND SUCH STATE LAWS AS MAY BE APPLICABLE, OR AN EXEMPTION THEREFROM TOGETHER WITH AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED. NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY OTHER FEDERAL OR STATE AGENCY OR AUTHORITY HAS PASSED ON, RECOMMENDED OR ENDORSED THE MERITS OF THIS OFFERING. ANY REPRESENTATION TO THE CONTRARY IS UNLAWFUL. PENNSYLVANIA SECURITIES LAWS GENERALLY PROHIBIT PENNSYLVANIA RESIDENTS FROM SELLING THESE SECURITIES FOR A MINIMUM OF TWELVE MONTHS AFTER THE DATE OF PURCHASE. ================================================================================ PURCHASE AGREEMENT BETWEEN CHEMICAL LEAMAN CORPORATION AND FERNANDO C. COLON-OSORIO SEPTEMBER 10, 1996 ================================================================================ -1- PURCHASE AGREEMENT THIS PURCHASE AGREEMENT, dated September 10, 1996, is by and between CHEMICAL LEAMAN CORPORATION, a Pennsylvania corporation with offices at 102 Pickering Way, Exton, PA 19341-0200 (the "Company") and Fernando C. Colon-Osorio, an individual residing in the State of Massachusetts (the "Consultant"). BACKGROUND Consultant desires to purchase 34.875 shares of the common stock of the Company, par value $2.50 per share (the "Shares") from the Company and the Company desires to sell the Shares to Consultant, and in connection therewith, the Company and Consultant each desire to set forth certain limitations relating to the Shares, any other securities of the Company or any of its subsidiaries or affiliates (the "Affiliated Securities") and any Rights (as defined in Section 7 hereof) relating to securities of the Company or any of its subsidiaries or affiliates (collectively, the "Company Affiliates") held by Consultant, all upon the terms and subject to the conditions set forth herein. NOW THEREFORE, for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, and intending to be legally bound hereby, the parties hereto hereby agree as follows: 1. Purchase and Sale of the Shares. Subject to the terms and conditions set forth herein, Consultant hereby subscribes for and agrees to purchase from the Company and the Company hereby agrees to sell to Consultant, on the date hereof, the Shares. 2. Purchase Price. As full payment for the Shares, on the date hereof, Consultant shall pay to the Company an amount equal to Six thousand dollars ($6,000.00) per Share, for an aggregate purchase price of Two hundred nine thousand two hundred fifty dollars ($209,250.00) (the "Purchase Price") by the delivery to the Company of a promissory note in the aggregate principal amount of $209,250.00 in substantially the form attached hereto as Exhibit A (the "Note"). Notwithstanding anything herein contained to the contrary, Consultant shall only be personally liable under the Note and this Section 2 to the extent set forth in Paragraph 5 of the Note. 3. Gross-Up Bonus. For so long as Consultant is retained by the Company or is a member of the Board of Directors of the Company, on the date that an interest payment is due and is paid to the Company under the Note, the Company shall pay to Consultant, contemporaneously with the payment of such interest payment, a bonus (the "Bonus") in an amount equal to (i) the amount of such interest payment, plus (ii) the amount required to enable Consultant to pay any Federal, state or other applicable taxes on such Bonus. -2- 4. Representations and Warranties of the Company. The Company represents and warrants as follows: a. The Company is a corporation duly organized, validly existing, and in good standing under the laws of the Commonwealth of Pennsylvania, and has full corporate power and authority to carry on its business as it is now being conducted and to own and operate the properties and assets now owned and operated by it. b. The Company has the power and authority to execute, deliver and perform this Agreement. The Agreement is a valid and binding obligation of the Company, enforceable in accordance with its terms, except as such enforcement may be limited by applicable bankruptcy, insolvency, moratorium, or similar laws affecting the enforcement of creditors' rights generally. c. The execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby and thereby do not and will not contravene any provision of the Articles of Incorporation or Bylaws of the Company; nor violate, be in conflict with, or constitute a default under, cause the acceleration of any payments pursuant to, or otherwise impair the good standing, validity or effectiveness of any agreement, contract, indenture, lease, or mortgage, or subject any property or asset of the Company to any indenture, mortgage, contract, commitment, or agreement, other than this Agreement, to which the Company is a party or by which the Company or any of its assets is bound; or violate any provision of law, rule, regulation, order, permit, or license to which the Company is subject. d. Upon issuance thereof, the Shares will be validly issued and outstanding, fully paid and nonassessable, not subject to preemptive or any other similar rights of the shareholders of the Company or others and will be free and clear of any and all liens and encumbrances (except for any restrictions imposed by this Agreement, by the Applicable Laws (as hereinafter defined) or by the Securities Act of 1933, as amended (the "Securities Act"). 5. Representations and Warranties of the Consultant. The Consultant hereby represents, warrants, acknowledges and/or agrees as follows: a. The Consultant is acquiring the Shares solely for his own account, for investment purposes, and not with a view to resale or distribution of all or any part thereof. The Consultant has no present arrangement, understanding or agreement for transferring or disposing of all or any part of the Shares. The Consultant will not sell, transfer or otherwise dispose of any of his Shares, in any manner, unless at the time of any such transfer: (a) a Registration (as hereinafter defined) under the Securities Act and under the Applicable Laws is in effect with respect to the Shares to be sold, transferred or disposed of, and the Consultant complies with all of the requirements of the Securities Act and the Applicable Laws with respect to the proposed transaction; or (b) the Consultant has obtained and has provided to the Company an opinion from counsel reasonably satisfactory to the Company (as to both the -3- counsel rendering such opinion and the substance of the opinion) that the proposed sale, transfer or disposition does not require Registration under the Securities Act or the Applicable Laws. As used herein: the term "Registration" means registration under the Securities Act and, with respect to the Applicable Laws, such registration thereunder (or, with respect to any of the Applicable Laws which do not provide for registration, such compliance therewith which is similar to registration) which has then resulted in statutory or administration authorization for the proposed transaction; and the term "Applicable Laws" means any applicable state securities laws and any other applicable law. b. The Consultant has such knowledge and experience in financial and business matters that he is capable of evaluating the merits and risks of an investment in the Shares and to form an investment decision with respect thereto. Prior to the execution of this Agreement, the Consultant and his advisers, if any, have received and carefully read the Company's current quarterly and last annual audited financial statements. The Consultant and his advisers, if any, have also made such other investigation, review, examination and inquiry concerning the Company and its business and affairs as they have deemed appropriate; and the Consultant and his advisers, if any, have been offered the opportunity to ask such questions and obtain such additional information concerning the Company and its business and affairs as they have requested so as to understand the nature of the investment in the Shares, including, without limitation, the merits and risks thereof, and to verify the accuracy of the information obtained as a result of such investigation. c. The Consultant has received and carefully read the Company's financial statements for the years ended December 31, 1996 and December 31, 1995. Other than as may be set forth herein, the Consultant has not received any other written material or oral representation of any person with respect to the Company or this Agreement. Further, the Consultant has had the opportunity to ask questions of, and receive answers from, officers and directors of the Company and persons acting on its behalf concerning the terms and conditions of this Agreement. The Consultant has received sufficient information relating to the Company to enable her to make an informed decision with respect to Consultant's investment in the Company. d. The Consultant has adequate net worth and means of providing for his current needs and personal contingencies and can afford to sustain a complete loss of the Consultant's investment in the Company. The Consultant recognizes that an investment in the Company is speculative and involves certain risks, and the Consultant has taken full cognizance of and understands and can evaluate all of the risks of the investment in the Shares. The Consultant acknowledges that these risks include, without limitation, the following: (1) The Company and its operations are subject to all the risks inherent in the establishment and growth of a business in the trucking industry. The likelihood of the success of the Company must be considered in light of the problems, complications and delays frequently encountered in connection with the trucking industry. There can be no assurance that the Company will operate at a profit. -4- (2) The Shares represent a minor portion of the outstanding capital stock of the Company. Thus, it can be expected that the current majority owners, by virtue of their percentage share ownership, will continue to have the unrestricted ability to determine the composition of the Board of Directors and the policies of the Company. (3) It is highly unlikely that dividends will be paid with respect to the Shares. Moreover, there can be no assurance that the operations of the Company will generate sufficient revenues to enable the Company to declare or pay dividends on or make distributions with respect to the Shares, or that such dividends shall be permitted by the terms of the Company's credit facility with its senior lender. (4) The Consultant recognizes that: (a) The existing shareholders of the Company (i.e., those who have been issued capital stock prior to the date hereof) have paid different amounts per share for their shares of common stock. (b) The Company does not represent nor has it been implied that any of the Shares can be resold at the offering price. (c) The Consultant acknowledges that no Federal, state or foreign agency has passed upon, approved, recommended or endorsed the merits of the Shares for investment, or for any other purpose. e. The Consultant understands that the Shares are being offered and sold in reliance on specific exemptions from the registration requirements of Federal and state law and that the Company is relying upon the truth and accuracy of the representations, warranties, agreements, acknowledgments and understandings set forth herein in order to determine the applicability of such exemptions and the suitability of the Consultant to acquire the Shares. f. The Consultant understands that (i) there is no established market for the Shares, nor is any such market expected to develop, and (ii) neither the Company nor any other person has any obligation or intention to effect the Registration of the Consultant's Shares for sale, transfer or disposition by the Consultant under the Securities Act or the Applicable Laws, or to take any action or provide any information (including, without limitation, the filing of reports or the publication of information required by Rule 144 under the Securities Act) which would make available any exemption from the Registration requirements of the Securities Act or the Applicable Laws. The Consultant must therefore hold his Shares indefinitely unless a subsequent Registration or exemption therefrom is available and is obtained. g. The Consultant understands that he is not entitled to cancel, terminate or revoke this subscription, except as may otherwise be set forth in this Section 5. -5- h. (1) If the Consultant is a Massachusetts resident, the Consultant has received and read the notice of his right to withdraw under certain circumstances his subscription for Shares hereunder. The Consultant represents that he understands that, in accepting an offer made pursuant to this Agreement to purchase Shares hereby, the Consultant may elect, within two business days after the Company is in receipt of this executed Agreement, to withdraw from the Agreement and receive a full refund of all monies paid for the Shares. Such withdrawal will be without any further liability to the Consultant. To accomplish this withdrawal, the Consultant need only send a letter or a telegram to the Company indicating his intention to withdraw. If a letter is sent, the Consultant understands that it should be sent by registered or certified mail, return receipt requested, to ensure that it is received and also to evidence the date on which it is mailed. If the Consultant orally requests to withdraw, he should ask for written confirmation that the request has been received. (2) The Consultant also agrees that he will not sell any of the Shares acquired hereby within twelve months from the date of purchase except in accordance with the requirements of the Pennsylvania Securities Act of 1972, as amended, as well as the Securities Act. i. No broker or finder has acted for the Consultant in connection with his purchase of the Shares and no broker or finder is entitled to any broker's or finder's fees or other commissions in connection therewith based on agreements between the Consultant and any broker or finder. j. The Consultant is a resident of the State of Massachusetts. If an individual, the Consultant is a citizen of the United States of America, is at least 21 years of age, and has the legal capacity to execute, deliver and perform this Agreement. k. All information which the Consultant has provided to the Company concerning such Consultant, such Consultant's financial position and such Consultant's knowledge of financial and business matters, including all information contained herein, is true and complete as of the date hereof. 1. Appropriate restrictive endorsement(s) will be placed upon the certificates evidencing the Shares subscribed to hereby to reflect the foregoing and that the Company will give appropriate stop transfer instructions to the person(s) in charge of the transfer of the Consultant's Shares. 6. Restrictive Legend. Stock Certificates representing the Shares issued to the Consultant pursuant hereto shall bear the following legends: THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE BEEN ACQUIRED FOR INVESTMENT AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS. THE SECURITIES MAY NOT BE PLEDGED, HYPOTHECATED, SOLD -6- OR TRANSFERRED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER THE SECURITIES ACT OF 1933 AND APPLICABLE STATE SECURITIES LAWS OR A SATISFACTORY OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT SUCH PLEDGE, HYPOTHECATION, SALE OR TRANSFER IS EXEMPT THEREFROM UNDER ANY SUCH ACT AND APPLICABLE STATE SECURITIES LAWS. THE HOLDER OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE AGREES BY ACCEPTANCE HEREOF THAT SUCH HOLDER WILL NOT SELL ANY OF SUCH SECURITIES WITHIN TWELVE MONTHS FROM THE DATE OF THE PURCHASE THEREOF EXCEPT IN ACCORDANCE WITH THE REQUIREMENTS OF THE PENNSYLVANIA SECURITIES ACT OF 1972, AS AMENDED. 7. Termination of Options. Warrants and other Rights. Consultant hereby cancels and terminates in all respects any and all Rights that may be held by Consultant on the date hereof (collectively, the "Terminated Rights"). On the date hereof, Consultant has delivered to the Company for cancellation any original documents in Consultant's control or possession evidencing or representing any such Terminated Rights. Consultant hereby releases the Company, the Company Affiliates, their respective directors, officers, employees and agents, and their respective successors and assigns, from any liability to Consultant whatsoever relating to, arising out of, or in connection with, such Terminated Rights. The foregoing provisions shall not be construed to limit the ability of the Company to grant or issue to Consultant, after the date hereof, any similar rights to acquire any capital stock or other securities of the Company and/or the Company Affiliates, including options or warrants. For purposes of this Agreement, "Rights" shall mean any contracts, subscriptions, calls, rights to convert, commitments or rights of any character or kind, including without limitation, options or warrants, to purchase or otherwise acquire or to require the Company and/or the Company Affiliates, to issue any capital stock or other securities of the Company and/or any other Affiliated Securities. 8. Mandatory Company Obligation to Repurchase Shares at Premium On Occurrence of Certain Events. a. In the event (i) that the Consultant shall die ("Death"), or the disability of the Consultant such that Consultant is unable to perform his or her duties and responsibilities to the Company or any Company Affiliate to the full extent required by reasons of illness, injury or incapacity for a period of more than one hundred twenty (120) consecutive days or more than two hundred seventy (270) days, in the aggregate, during any three hundred sixty-five (365) day period ("Disability"), ( (Death and Disability, collectively the "Section 8 Events"), the Company shall (unless otherwise prevented by law) redeem all of the Shares owned by the Consultant at the time of such Section 8 Event. The purchase price for the Shares so redeemed pursuant to the provisions of this Section 8 shall be equal to the greater of (x) the price paid for such Shares by the Consultant, and (y) the fair market value of such Shares, which shall be -7- mutually agreed upon by the Consultant and Company; provided that, in the event the Consultant and Company cannot agree upon the fair market value for such Shares within thirty (30) days following the Section 8 Event in question, the fair market value of such Shares shall be determined by appraisal (pursuant to Sections 8(b) and 8(c) hereof). b. Such appraisal shall be conducted by an independent investment banking firm engaged by Company and agreed upon by the Consultant (or Consultant's personal representative or executor, if applicable); provided, however, that if the Company and Consultant (or Consultant's personal representative or executor, if applicable) cannot agree on an appraiser within forty (40) days following the Section 8 Event in question, each of the Company and Consultant (or Consultant's personal representative or executor, if applicable) shall within five (5) days thereafter select one appraiser, and such appraisers shall mutually agree within forty-five (45) days thereafter upon the value of such Shares; and further provided, if such appraisers cannot mutually agree upon the value of such Shares, the appraisers shall (on or prior to such forty-fifth (45th) day) mutually agree upon a third appraiser, which third appraiser shall determine, in its sole discretion, the value of such Shares. The Company shall be responsible for all of the costs of such appraisal. Any time periods set forth in this Section 8 shall be adjusted in order to account for any delay caused by such appraisal. c. If the determination of the fair market value of the Shares by the appraiser(s) depends on or takes into account the net income or projected net income of the Company for any prior or future period, the appraiser(s) shall be directed to exclude from such net income or projected net income any amounts paid or projected to be paid to or for the benefit of David R. Hamilton and to George McFadden in excess of their base salary and consulting fees and other base compensation, if any. d. Settlement for the purchase of such Shares by the Company pursuant to this Section shall be made within one (1) year following the date of the Section 8 Event, unless the Company for any reason is legally prohibited from redeeming any of those Shares, in which case the Company shall thereafter redeem such shares on the earliest date(s) on which the Company is no longer so prohibited from redeeming such Shares, or unless the Company has not obtained all required third party consents to such purchase, in which case settlement shall occur as promptly as practicable following the date that the Company shall obtain such consents. The Company hereby agrees to use its best efforts to obtain all such requisite third party consents. All settlements for the purchase and sale of such Shares shall, unless otherwise agreed to by the Company and Consultant (or Consultant's personal representative or executor, if applicable), be held at the principal offices of the Company during regular business hours. The precise date and hour of settlement shall be fixed by the Company (within the time limits allowed by the provisions of this Section) by notice in writing to Consultant (or Consultant's personal representative or executor, if applicable) given at least five (5) days in advance of the settlement date specified. At settlement, the Shares being sold shall be delivered by Consultant (or Consultant's personal representative or executor, if applicable) to the Company, duly -8- endorsed for transfer or with executed stock powers attached, with any necessary documentary and transfer tax stamps affixed by Consultant. 9. Mandatory Company Obligation to Repurchase Shares at Premium On Occurrence of Other Events. a. In the event that (i) the Consultant voluntarily terminates his consulting arrangement with the Company or a Company Affiliate and resigns as a member of the Board of Directors of the Company, as the case may be (except as set forth in Section 10 below) or (ii) the Consultant's consulting arrangement is terminated by the Company without Cause (as defined below) and Consultant's position as a member of the Board of Directors of the Company is terminated by the Company (any of the foregoing, a "Section 9 Event"), the Company shall (unless otherwise prevented by law), redeem up to all of the Shares owned by the Consultant at the time of such Section 9 Event. The purchase price for any Shares redeemed pursuant to the provisions of Section 9(a)(i) hereof shall be equal to (x) the greater of the price paid by the Consultant for each such Share, and (y) an amount equal to two-thirds of the fair market value of such Shares (as determined in accordance with the provisions of Section 8 hereof). The purchase price for any Shares redeemed pursuant to the provisions of Section 9(a)(ii) hereof shall be equal to the greater of (r) the price paid by the Employees for each such Share, and (s) the fair market value of such Shares (as determined in accordance with the provisions of Section 8 hereof.) b. Settlement for the purchase of such Shares by the Company pursuant to this Section shall be made within one (1) year following the date of the Section 9 Event, unless the Company for any reason is legally prohibited from redeeming any of those Shares, in which case the Company may thereafter redeem such shares on the earliest date(s) on which the Company is no longer so prohibited from redeeming such Shares, or unless the Company has not obtained all required third party consents to such purchase, in which case settlement shall occur as promptly as practicable following the date that the Company shall obtain such consents. The Company hereby agrees to use its best efforts to obtain all such requisite third party consents. Settlement for the purchase and sale of such Shares shall, unless otherwise agreed to by the Company and Consultant, be held at the principal offices of the Company during regular business hours. The precise date and hour of settlement shall be fixed by the Company (within the time limits allowed by the provisions of this Section) by notice in writing to Consultant given at least five (5) days in advance of the settlement date specified. At settlement, the Shares being sold shall be delivered by Consultant to the Company, duly endorsed for transfer or with executed stock powers attached, with any necessary documentary and transfer tax stamps affixed by Consultant in exchange for the purchase price therefor. 10. Optional Company Right to Repurchase Shares for Purchase Price Thereof. a. In the event (each of the following, a "Section 10 Event") that the Consultant's consulting arrangement with the Company or a Company Affiliate shall cease as a consequence of (a) the Consultant's willful or gross malfeasance or gross misconduct with -9- respect to the Company or a Company Affiliate, including without limitation, fraud, embezzlement, theft or proven dishonesty or (b) Consultant's conviction of a felony (the events described in subsections (a) and (b), collectively, "Cause"), the Company may (unless otherwise prevented by law), at its option, upon written notice thereof given within 30 days of such Section 10 Event and upon the tender of payment therefor, redeem all of the Shares owned by the Consultant at the time of such Section 10 Event. The purchase price for any Shares so redeemed pursuant to the provisions of this Section 10 shall be equal to the price paid by the Consultant for such Shares. b. Settlement for the purchase of such Shares by the Company pursuant to this Section shall be made within one (1) year following the date of the Section 10 Event, unless the Company for any reason is legally prohibited from redeeming any of those Shares, in which case the Company may thereafter redeem such shares on the earliest date(s) on which the Company is no longer so prohibited from redeeming such shares, or unless the Company has not obtained all required third party consents to such purchase, in which case settlement shall occur as promptly as practicable following the date that the Company shall obtain such consents. All settlements for the purchase and sale of such Shares shall, unless otherwise agreed to by the Company and Consultant, be held at the principal offices of the Company during regular business hours. The precise date and hour of settlement shall be fixed by the Company (within the time limits allowed by the provisions of this Section) by notice in writing to Consultant given at least five (5) days in advance of the settlement date specified. At settlement, the Shares being sold shall be delivered by Consultant to the Company, duly endorsed for transfer or with executed stock powers attached, with any necessary documentary and transfer tax stamps affixed by Consultant. 11. Company Purchase Option. a. Consultant shall not (either during or following Consultant's employment with the Company) transfer, sell, donate, pledge or otherwise dispose of or encumber (collectively, "Transfer") any Shares except as provided in this Section 11. b. In the event Consultant (either during or following Consultant's employment with the Company) desires to in any way directly or indirectly, Transfer, either voluntarily or involuntarily, all or any portion of his Shares, Consultant shall first obtain a bona fide written offer which he desires to accept (hereinafter called the "Offer") to purchase the Shares which he desires to sell ("Offered Shares"). Consultant shall then provide written notice to the Company of such desire which notice shall set forth the price per share for the Offered Shares set forth in the Offer, and the other terms and conditions upon which Consultant shall sell the Offered Shares. The purchase price payable by the Company for such Offered Shares shall be equal to the price per Share paid by the Consultant for such Shares. c. For a period of fifteen (15) days after the delivery to the Company of notice of the Offer, the Company shall have the option, exercisable by written notice to Consultant, to purchase the Offered Shares for the purchase price set forth above. If the Company does not -10- exercise its option to purchase the Offered Shares within the applicable fifteen (15) day period, the Company's option to purchase the Offered Shares shall terminate and Consultant shall have the right to sell the Offered Shares to the third party making the Offer at a purchase price not less than the purchase price set forth in the Offer and substantially in accordance with the other terms and conditions of the Offer; provided, however, that if a Transfer to such third party is not consummated within ninety (90) days after the expiration of the foregoing fifteen (15) day period at a purchase price not less than the purchase price set forth in the Offer and substantially in accordance with the other terms and conditions of the Offer, Consultant shall not be entitled to Transfer the Offered Shares unless a new Offer is obtained and the Offered Shares are then reoffered to the Company in accordance with the foregoing procedures of this Section. d. Settlement for the purchase of Offered Shares by the Company pursuant to this Section shall be made within thirty (30) days following the date of exercise of the option. Settlements for the purchase and sale of Offered Shares shall, unless otherwise agreed to, be held at the principal offices of the Company during regular business hours. The precise date and hour of settlement shall be fixed by the Company (within the time limits allowed by the provisions of this Agreement) by notice in writing to Consultant given at least five (5) days in advance of the settlement date specified. At settlement, the Offered Shares being sold shall be delivered by Consultant to the Company, duly endorsed for transfer or with executed stock powers attached, with any necessary documentary and transfer tax stamps affixed by Consultant. e. This Section shall not apply to a transfer of Shares by Consultant to his spouse, parents, siblings or lineal descendants or any such persons or to a trust for the benefit of any of the foregoing (including trusts for such Consultant's benefit); provided, that any such transferee shall agree in writing to be bound by, and to comply with, all applicable provisions of this Agreement; provided, further, that any shares so transferred shall be held by the transferee subject to the rights, obligations, sale/repurchase rights and other burdens which would be imposed on Consultant with respect to such Shares as if he had not transferred the shares. f. In connection with, and as a condition of, permitting any Transfer or delivery of stock certificates under this Section, the Company may require Consultant to pay to it a sufficient sum to enable it to pay, or to reimburse it for any payment made in respect of, any stamp tax or other governmental charge in connection with such transfer or delivery. g. The provisions of this Section 11 shall remain in full force and effect until the closing of the first public offering of the Company's common stock after the date hereof. 12. Noncompetition; Non-Solicitation: Proprietary Information; Property. a. The Consultant shall not, during all times (the "Term") that he is employed or retained by, or otherwise associated with, the Company or a Company Affiliate and for a -11- period of twenty-four (24) months thereafter (the "Restricted Period"), do any of the following directly or indirectly without the prior written consent of the Company: (1) engage or participate in any business activity competitive with the Company's business, or the business of any of the Company Affiliates, (defined as all of the Company's present business activities including transportation of bulk chemicals or industrial gases by truck and any and all related activities) as same are conducted during the Term with respect to any period during the Term, or upon the termination of the Term with respect to the balance of the Restricted Period (the "Business"); (2) become interested in (as owner, stockholder, lender, partner, co-venturer, director, officer, consultant, agent, consultant or otherwise) any person, firm, corporation, association or other entity engaged in any business that is competitive with the Business during the Term or the balance of the Restricted Period, or become interested in any portion of the business of any person where such portion of such business is competitive with the Business during the Term or the balance of the Restricted Period. Notwithstanding the foregoing, Consultant may hold not more than one percent (1%) of the outstanding securities of any class of any publicly-traded securities of a company that is so engaged. b. Consultant shall not, during the Term and for the balance of the Restricted Period, do any of the following, directly or indirectly, without the prior written consent of the Company: (1) solicit, call on, or in any way contact, either directly or indirectly, whether on behalf of Consultant or any other person, any account, client, customer or supplier with whom (or which) the Company or a Company Affiliate shall have dealt at any time during the Term or for the two (2) year period immediately preceding the Term; (2) influence or attempt to influence any supplier, customer or potential customer of the Company or a Company Affiliate to terminate or modify any written or oral agreement or course of dealing with the Company or a Company Affiliate; (3) employ or retain, or arrange to have any other person or entity employ or retain, any person who shall have been employed or retained by the Company or a Company Affiliate as an employee, consultant, agent, distributor or in a similar such capacity at any time during the Term; or (4) influence or attempt to influence any such person to terminate or modify his employment, consulting, agency, distributorship or other arrangement with the Company or a Company Affiliate. c. (1) Consultant recognizes and acknowledges that the Proprietary Information (as hereinafter defined) is a valuable, special and unique asset of the business of the Company. As a result, both during the Term and thereafter, Consultant shall not, without -12- the prior written consent of the Company, for any reason either directly or indirectly divulge to any third-party or use for his own benefit, or for any purpose other than the exclusive benefit of the Company, any confidential, proprietary, business~and technical information or trade secrets of the Company or of any Company Affiliate ("Proprietary Information") revealed, obtained or developed in the course of his retention with the Company or Company Affiliate. Such Proprietary Information shall include, but shall not be limited to, any information relating to research, computer codes or instructions, costs, business studies, business procedures, finances, marketing data, methods, plans and efforts, the identities of customers, contractors and suppliers and prospective customers, contractors and suppliers, the terms of contracts and agreements with customers, contractors and suppliers, personnel information, customer and vendor credit information, and any other confidential information relating to the business of the Company, provided, that nothing herein contained shall restrict Consultant's ability to make such disclosures during the Term as may be necessary or appropriate to the effective and efficient discharge of his duties to the Company or as such disclosures may be required by law, and further provided, that nothing herein contained shall restrict Consultant from divulging or using for his own benefit or for any other purpose any Proprietary Information which is readily available to the general public so long as such information did not become available to the general public as a direct or indirect result of Consultant's breach of this Section 12(c)(1). Failure by the Company to mark any of the Proprietary Information as confidential or proprietary shall not affect its status as Proprietary Information under the terms of this Agreement. (2) In the event that the Consultant is requested pursuant to, or required by, applicable law or regulation or by legal process to disclose any such Confidential Information, the Consultant shall provide the Company with prompt notice of such request or the receipt of legal process to enable the Company to seek an appropriate protective order, to consult with the Company with respect to the taking of steps to resist or narrow the scope of such request or process, and/or waive compliance in whole or in part with the Consultant's agreement to maintain the confidentiality of such data or information. If and to the extent after the foregoing notice, in the absence of a protective order or receipt of a waiver under this Agreement, the Consultant is, in the written opinion of the Consultant's counsel, compelled to disclose such data or information or be liable for contempt or suffer censure or penalty or violate applicable laws or regulations, the Consultant may disclose such data or information without liability to the Company under this Agreement. d. All right, title and interest in and to Proprietary Information shall be and remain the sole and exclusive property of the Company. During the Term, Consultant shall not remove from the Company's offices or premises any documents, records, notebooks, files, correspondence, reports, memoranda or similar materials of or containing Proprietary Information, or other materials or property of any kind belonging to the Company unless necessary or appropriate in accordance with his employment and, in the event that such materials or property are removed, all of the foregoing shall be returned to their proper files or places of safekeeping as promptly as possible after the removal shall serve its specific purpose. Consultant shall not make, retain, remove and/or distribute any copies of any of the foregoing -13- for any reason whatsoever, except as disclosure shall be necessary in the performance of his duties; and upon the termination of the Term, he shall leave with or return to the Company all originals and copies of the foregoing then in his possession, whether prepared by Consultant or by others. e. Consultant acknowledges that the restrictions contained in this Section 12 are reasonable and necessary to protect the legitimate interests of the Company and its affiliates and that the Company would not have entered into this Agreement in the absence of such restrictions. Consultant also acknowledges that any breach by him of this Section 12 will cause continuing and irreparable injury to the Company for which monetary damages would not be an adequate remedy. Consultant shall not, in any action or proceeding to enforce any of the provisions of this Agreement, assert the claim or defense that such an adequate remedy at law exists. In the event of such breach by Consultant, the Company shall have the right to enforce the provisions of this Section 12 by seeking injunctive or other relief in any court, and this Agreement shall not in any way limit remedies of law or in equity otherwise available to the Company. If an action at law or in equity is necessary to enforce or interpret the terms of this Agreement, the prevailing party shall be entitled to recover, in addition to any other relief, reasonable attorneys' fees, costs and disbursements. In the event that the provisions of this Section 12 should ever be adjudicated to exceed the time, geographic, or other limitations permitted by applicable law in any applicable jurisdiction, then such provisions shall be deemed reformed in such jurisdiction to the maximum time, geographic, or other limitations permitted by applicable law. In the event that Consultant shall be in breach of any of the restrictions contained in Sections 12(a) and/or (b) hereof, then the Restricted Period shall be extended for a period of time equal to the period of time that Consultant is in breach of such restriction. 13. Notice. Any notice or communication required or permitted under this Agreement shall be made in writing and sent by certified or registered mail, return receipt requested, addressed as follows: If to the Company: Chemical Leaman Corporation 102 Pickering Way Exton, PA 19341 Fax: (610) 363-4233 If to the Consultant: Fernando C. Colon-Osorio c/o The Acumen Group 420 Lakeside Avenue Marlboro, MA 01752-4561 Telephone (508) 480-6988 -14- or to such other address as either party may from time to time duly specify by notice given to the other party in the manner specified above. 14. Gender: Number. All pronouns and other words used herein shall include all genders and the singular and the plural as the context requires. 15. Headings. The headings of the Sections located herein are for convenience only, and they are not part of this Agreement and shall not affect its interpretation. 16. Applicable Law. This Agreement shall be governed by and be construed in accordance with the internal laws of the Commonwealth of Pennsylvania, without regard to the principles of conflicts of laws thereof. 17. Entire Agreement. This Agreement constitutes the entire understanding among the parties with respect to the subject matter hereof, and supersedes any prior understanding and/or written or oral agreements among them with respect thereto, except as may be contained herein. This Agreement may not be changed or modified, except by an Agreement in writing signed by each of the parties hereto. 18. No Third Party Beneficiaries. This Agreement is for the sole benefit of the parties hereto and their respective permitted successors and assigns, and neither this Agreement, nor any provision hereof shall be construed as conferring and are not intended to confer any rights on any other persons. In furtherance and not in limitation of the foregoing, the parties hereto acknowledge and agree that the Shares being sold hereunder are being sold by the Company pursuant to this Agreement only, and are not being sold pursuant to a plan or other arrangement generally available to the Company's employees. 19. Binding Effect. Except as otherwise provided herein, this Agreement shall be binding upon and inure to the benefits of the parties hereto, their successors and assigns. 20. Assignment. The Consultant agrees not to transfer or assign this Agreement, or any of the Consultant's interest herein, and further agrees that the transfer or assignment of the Shares shall be made only in accordance with applicable laws and the terms of this Agreement. 21. Counterparts. This Agreement may be executed in one or more counterparts, each of which shall be deemed an original, and all of which together shall be deemed to be one and the same instrument. -15- IN WITNESS WHEREOF, the parties executed this Purchase Agreement on the date and Year first written above. CHEMICAL LEAMAN CORPORATION By: /s/ Eugene C. Parkerson ---------------------------------- Eugene C. Parkerson Executive Vice President FERNANDO C. COLON-OSORIO /s/ Fernando C. Colon-Osorio ------------------------------------- Signature EX-10.19 26 PROMISSORY NOTE EXHIBIT 10.19 PROMISSORY NOTE $209,250.00 Exton, PA September 10, 1996 FOR VALUE RECEIVED, Fernando C. Colon-Osorio, an individual residing in the State of Massachusetts (the "Maker") hereby promises to pay to the order of CHEMICAL LEAMAN CORPORATION, a Pennsylvania corporation (the "Holder"), at such place as the Holder may designate from time to time in writing, the principal sum of Two hundred nine thousand two hundred fifty dollars ($209,250.00) in lawful money of the United States of America, together with interest on the outstanding principal balance hereunder as hereinafter provided. This Promissory Note is made in connection with the purchase by Maker and the sale by the Holder of shares of the common stock of the Holder (the "Shares") pursuant to the terms of a Stock Purchase Agreement (the "Agreement"), dated the date hereof, by and among the Maker and the Holder. Capitalized terms used herein and not otherwise defined herein shall have the meanings ascribed to them in the Agreement. 1. Payments of Interest and Principal. Payments of principal plus interest shall be payable in accordance with the terms hereof. If not prepaid in full prior thereto, the outstanding principal balance hereunder shall be paid in full on the tenth (10th) anniversary of the date of this Note (the "Maturity Date"). Interest shall be payable on the unpaid principal hereof outstanding from time to time at a rate equal to 7.25% per annum. Interest shall be payable annually, in arrears, commencing on December 31, 1996, and continuing each year thereafter, until the Maturity Date, with the final installment of interest, and any other accrued and unpaid interest hereon, payable on the Maturity Date. Interest shall be calculated on the basis of actual days elapsed over a 365-day year and shall be payable until the Maturity Date or until this Note is prepaid in full pursuant to the terms set forth below. All amounts payable hereunder shall be paid by the Maker in lawful money of the United States of America, by check or wire transfer (at the Maker's option), or any other method approved in advance by the Holder at the place designated by the Holder in writing to the Maker, in immediately available and freely transferable funds at such place of payment. Notwithstanding anything herein to the contrary, the effective rate of interest hereunder shall not exceed the maximum effective rate of interest permitted by applicable law or regulation. 2. Prepayments. a. The Maker may prepay at any time all or any portion of the sums due hereunder without penalty or premium. b. In the event that, from time to time, the Maker (or any person to whom any of the Shares are transferred in accordance with Section ll(e) of the Agreement) sells, transfers or conveys all or any portion of the Shares for consideration, including without limitation to the Holder, the Maker shall immediately thereafter prepay this Note to the extent of the net proceeds realized by the Maker (or such other seller) upon such sale, transfer or conveyance. For purposes 1 hereof, "net proceeds" shall be defined as the gross proceeds realized by the Maker (or such other seller), less only reasonable attorneys' fees and other customary and usual transaction costs incurred by Maker (or such other seller) in connection therewith. c. In the event that, from time to time, the Maker (or any person to whom any of the Shares are transferred in accordance with Section 11(e) of the Agreement) shall receive cash dividends in respect of the Shares, the Maker shall immediately thereafter prepay this Note to the extent of such dividends received by the Maker (or such other seller). d. Any prepayment hereunder shall be applied first to any accrued and unpaid interest and then to principal in the inverse order of the due dates of the installments thereof. 3. Events of Default. The occurrence of one or more of the following events shall constitute an event of default hereunder (an "Event of Default"): a. should there be any default in the payment of any installment of principal and/or interest on any day whereon the same is payable as above expressed, including without limitation, a mandatory prepayment pursuant to Sections 2(b) or 2(c) hereof, and such default shall continue for a period of five (5) days after written notice thereof from the Holder to the Maker; or b. in the event that the Maker (i) makes an assignment for the benefit of creditors, (ii) admits in writing his inability to pay his debts as they become due, (iii) files a voluntary petition in bankruptcy, (iv) is adjudicated as bankrupt or insolvent, (v) files any petition or answer seeking for himself any relief under laws relating to reorganization, arrangement, composition, readjustment, liquidation, dissolution or similar relief under any present or future statute, law, or regulation, (vi) files any answer admitting or not contesting the material allegation of a petition filed against the Maker in any such proceeding, or (vii) seeks, consents to, or acquiesces in, the appointment of any trustee, receiver, or liquidator of the Maker or of all or any substantial part of the properties of the Maker; or c. if, within 60 days after the commencement of an action against the Maker seeking any relief under laws relating to reorganization, arrangement, composition, readjustment, liquidation, dissolution, or similar relief under any present or future statute, law or regulation, such action shall not have been dismissed or all orders or proceedings under such action affecting the operations or the business of the Maker stayed, or if the stay of any such order or proceeding shall later be set aside, or if, within 60 days after the appointment without the consent or acquiescence of the Maker of any trustee, receiver, or liquidator of the Maker or of all or any substantial part of the properties of the Maker, such appointment shall not have been vacated. 4. Remedies. Upon the occurrence of any Event of Default, the entire unpaid principal sum hereunder plus any and all interest accrued thereon plus all other sums due and payable to the Holder hereunder shall, at the option of the Holder, become due and payable immediately. In the event that legal proceedings are instituted to collect any amount due hereunder, the Maker agrees to pay the Holder, in addition to the amount of the unpaid balance 2 of principal and interest, all costs and expenses of such proceedings, including reasonable attorney's fees. The remedies of the Holder provided herein and in the Agreement, and the warrants of attorney herein or therein contained, shall be cumulative and concurrent, and may be pursued singly, successively and together at the sole discretion of the Holder, and may be exercised as often as occasion therefor shall occur and the failure to exercise any such right or remedy shall in no event be construed as a waiver or release of the same. 5. Non-Recourse. Notwithstanding the face amount hereof, or any other provisions herein or in the Agreement, the Maker shall only be personally liable under this Note for (a) an amount not to exceed twenty percent (20%) of (i) the original face amount hereof, plus (ii) the aggregate amount of any interest owing to the Holder from time to time hereunder, and (b) any amounts required to be prepaid pursuant to Sections 2(b) and 2(c) hereof, and the Maker shall have no other personal liability on account of this Note; provided that, in the event that the Maker shall sell, transfer or convey all of the Shares to the Holder in exchange for an amount that, together with all amounts paid to the Holder pursuant to Section 5(b) hereof, does not equal or exceed the sum expressed in Section 5(a) hereof, the Maker shall not be personally liable in respect hereof for any additional amounts. 6. Notices. Notices of prepayment and all other notices to be given to the Holder shall be given by overnight U.S. registered mail (return receipt requested), overnight courier, or telecopier to the Holder at 102 Pickering Way, Exton, Pennsylvania 19341, or at such other address as the Holder shall notify the Maker thereof in writing. 7. Waivers. The Maker, to the extent permitted by law, waives and agrees not to assert or take advantage of any of the following: (a) acceptance or notice of acceptance of this Note by the Maker; (b) presentment and/or demand for payment of this Note or any indebtedness or obligations hereby promised; and (c) protest any notice of dishonor with respect to this Note or any indebtedness or performance of obligations arising hereunder. 8. Exclusive Jurisdiction. Maker agrees that any action or proceeding against him to enforce the Note shall be commenced in state or federal court in the County of Chester in the Commonwealth of Pennsylvania, and Maker waives personal service of process and agrees that a summons and complaint commencing an action or proceeding in any such court shall be properly served and shall confer personal jurisdiction if served in accordance with the notice provisions set forth herein. 9. Severability. In the event that any provision of this Note is held to be invalid, illegal or unenforceable in any respect or to any extent, such provision shall nevertheless remain valid, legal and enforceable in all such other respects and to such extent as may be permissible. Any such invalidity, illegality or unenforceability shall not affect any other provisions of this Note, but this Note shall be construed as if such invalid, illegal or unenforceable provision had never been contained herein. 3 10. Transfer, etc.; Successors and Assigns. Neither the Maker nor the Holder may assign or delegate any of its rights or obligations (as the case may be) under this Note, except that the Holder may assign this Note to any subsidiary or affiliate thereof. 11. Captions. The captions or headings of the paragraphs in this Note are for convenience only and shall not control or affect the meaning or construction of any of the terms or provisions of this Note. 12. Governing Law. This Note shall be governed by and construed in accordance with the laws of the Commonwealth of Pennsylvania, without reference to conflict of laws principles. IN WITNESS WHEREOF, the Maker has duly executed this Note the day and year above first written. Witness /s/ FERNANDO C. COLON-OSORIO - ---------------------------------- ---------------------------------- FERNANDO C. COLON-OSORIO 4 EX-10.20 27 PLEDGE AGREEMENT EXHIBIT 10.20 PLEDGE AGREEMENT This Pledge Agreement (the "Agreement") is made as of the 10th day of September, 1996, by and between CHEMICAL LEAMAN CORPORATION, a Pennsylvania corporation (the "Company") and Fernando C. Colon-Osorio, a resident of the State of Massachusetts ("Consultant"). BACKGROUND Pursuant to a Purchase Agreement, dated September 10, 1996, between the Company and Consultant, the Company sold to Consultant 34.875 shares of the common stock of the Company (the "Shares") in exchange for a limited recourse promissory note of Consultant, also dated September 10, 1996, in the original principal amount of $209,250.00 (the "Note"). It was the intent of the parties to the Purchase Agreement that the obligations of Consultant under the Note be secured by the grant of a security interest in the Shares. The parties hereto desire to evidence such grant by the execution and delivery of this Agreement. NOW, THEREFORE, in consideration of the foregoing and of the mutual promises and covenants herein contained, and intending to be legally bound, Consultant and the Company hereby agree as follows: ARTICLE 1 PLEDGE 1.1. Grant of Security Interest. Consultant hereby assigns, pledges and grants to the Company a security interest in the Shares, together with all additions thereto, substitutions or exchanges therefor, proceeds thereof and distributions thereon (which shall be referred to collectively herein as the "Collateral"), as collateral security for the Note and for the payment and performance of all indebtedness, liability and obligations of Consultant to Company (collectively, the "Obligations"), whether for principal, interest, fees, expenses or otherwise, now existing or hereafter created or arising under the Purchase Agreement, the Note and this Agreement (collectively, the "Documents"), all on the terms and conditions set forth herein. The Obligations shall include amounts for which Consultant has no personal liability pursuant to Paragraph 5 of the Note. 1.2. Limitations on Encumbrances. Prior to the full payment and performance of the Obligations, Consultant agrees not to create or permit to exist any lien, security interest, or other charge or encumbrance upon or with respect to any of the Collateral, except the security interest under this Agreement. 1.3. Additional Security. Prior to the full payment and performance of the Obligations, the Company shall be entitled to receive, as additional Collateral any and all additional shares of stock or any other property of any kind distributable on or by reason of the Shares pledged hereunder, whether in the form of or by way of stock dividends or otherwise, with the sole exception of normal, regularly declared cash dividends. If any of such property, other than such cash dividends, shall come into the possession or control of Consultant, Consultant shall hold or control and forthwith transfer and deliver the same to Company subject to the provisions hereof. 1.4. Rights Prior to a Default. So long as no default has occurred under any of the Obligations or Documents and Consultant is in full compliance with the terms hereof: (a) Consultant shall be entitled to receive and retain any normal, regularly declared cash dividends paid on the Shares pledged hereunder. (b) Consultant may exercise all voting rights, if any, pertaining to the Shares for any purpose. 1.5. Further Assurances. Consultant shall take all actions (and execute and deliver from time to time all instruments and documents) necessary or appropriate or reasonably requested by Company, to continue the validity, enforceability and perfected status of the pledge of the Shares hereunder. 1.6 No Obligations. The Company shall be under no obligation to take any actions and shall have no liability (except for negligence or willful misconduct) with respect to the preservation or protection of the pledged Shares or any underlying interests represented thereby as against any prior or other parties. 1.7. Extensions, etc. Consultant agrees that the Company, at any time and without affecting its rights in the pledged Shares and without notice to Consultant, may grant any extensions, releases or other modifications of any kind respecting the Documents, Obligations and any collateral security therefor and Consultant, except as otherwise provided herein or in the Documents, waives all notices of any kind in connection with the Obligations, the Documents and any changes therein or defaults or enforcement proceedings thereunder, whether against Consultant or any other party. Consultant hereby waives any rights it has at equity or in law to require the Company to apply any rights of marshalling or other equitable doctrines in the circumstances. 1.8. Default. After the occurrence of an Event of Default (as defined in the Note) or if any agreement of Consultant hereunder is breached or proves to be false (a "Default"): (a) The Company may transfer or cause to be transferred any of the pledged Shares into its own or a nominee's or nominees' names. (b) The Company shall be entitled to receive and apply in payment of the Obligations any cash dividends or other payment on the pledged Shares. (c) The Company shall be entitled to exercise in the Company's discretion all voting rights, if any, pertaining thereto and in connection therewith and at the written request of the Company, Consultant shall execute any appropriate dividend, payment or brokerage orders or proxies. (d) Consultant shall take any action necessary or required or reasonably requested by the Company, in order to allow the Company fully to enforce the pledge of the Shares hereunder and realize thereon to the fullest possible extent, including but not limited to the filing of any claims with any court, liquidator or trustee, custodian, receiver or other like person or party. (e) The Company shall have all the rights and remedies granted or available to it hereunder, under the Uniform Commercial Code as in effect from time to time in Pennsylvania, under any other statute or the common law, or under any of the Documents, including the right to sell the pledged Shares or any portion thereof at one or more public or private sales upon ten (10) days' written notice and to bid thereat or purchase any part or all thereof in its own or a nominee's or nominees' names, free and clear of any equity or redemption; and to apply the net proceeds of the sale, after deduction for any expenses of sale, including the payment of all the Company's reasonable attorneys' fees in connection with the Obligations and the sale, to the payment of the Obligations in any manner or order which the Company in its sole discretion may elect, without further notice to or consent of Consultant and without regard to any equitable principles of marshalling or other like equitable doctrines. 1.9. Appointment as Attorney-in-Fact. Effective upon the occurrence of a Default, Consultant hereby irrevocably appoints Company as its attorney-in-fact to execute, deliver and record, if appropriate, from time to time any instruments or documents in connection with the Collateral, in Consultant or the Company's names. 1.10. Duration of Provisions. The provisions of this Agreement shall remain in full force and effect until the payment and satisfaction in full of the Obligations. Article 2 MISCELLANEOUS 2.1. Entire Agreement; Amendments. This Agreement, together with the Note and the Purchase Agreement, constitute the entire understanding among the parties hereto with respect to the subject matter contained herein and supersedes any prior understandings and agreements among them respecting such subject matter. In the event of any inconsistency between this Agreement shall control. 2.2. Headings. The headings in this Agreement are for convenience of reference only and shall not affect its interpretation. 2.3. Gender; Number. Words of gender may be read as masculine, feminine, or neuter, as required by context. Words of number may be read as singular or plural, as required by context. 2.4. Severability. If any provision of this Agreement is held illegal, invalid, or unenforceable, such illegality, invalidity, or unenforceability will not affect any other provision hereof. This Agreement shall, in such circumstances, be deemed modified to the extent necessary to render enforceable the provisions hereof. 2.5. Waiver. The failure of any party hereto to insist upon strict performance of any of the terms or conditions of this Agreement will not constitute a waiver of any of its rights hereunder. 2.6. Assignment. No party hereto may assign any of its rights or delegate any of its obligations hereunder without the prior written consent of the other parties hereto. 2.7. Successors and Assigns. This Agreement binds, inures to the benefit of, and is enforceable by the successors and assigns of the parties hereto, and does not confer any rights on any other persons or entities. 2.8. Governing Law. This Agreement shall be construed and enforced in accordance with the law of the Commonwealth of Pennsylvania. 2.9. Counterparts. This Agreement may be executed in any number of counterparts and any party hereto may execute any such counterpart, each of which when executed and delivered shall be deemed to be an original and all of which counterparts taken together shall constitute but one and the same instrument. 2.10. Personal Liability. Notwithstanding anything herein contained to the contrary, Consultant shall only be personally liable under the Note and this Agreement to the extent set forth in Paragraph 5 of the Note. IN WITNESS WHEREOF, the parties have executed this Agreement on the date first above written. ATTEST: CHEMICAL LEAMAN CORPORATION By: /s/ By: /s/ Eugene C. Parkerson -------------------------- -------------------------- Title Title: Witness: /s/ Laurie Margolies /s/ FERNANDO C. COLON-OSORIO - ----------------------------- ----------------------------- FERNANDO C. COLON-OSORIO EX-10.21 28 PROMISSORY NOTE EXHIBIT 10.21 PROMISSORY NOTE $1,520,000.00 November 10, 1988 1. FOR VALUE RECEIVED, the undersigned, DAVID R. HAMILTON (herein called the "Payor"), hereby promises to pay to CHEMICAL LEAMAN CORPORATION, a Pennsylvania corporation ("the "Payee"), the principal sum of One Million Five Hundred Twenty Thousand Dollars ($1,520,000.00), together with interest on the unpaid balance of such principal amount from the date hereof to the date of maturity at the annual rate of 9.39%, compounded annually, payable as follows: (a) Beginning on the first anniversary date hereof, Payor shall pay nine (9) consecutive annual payments of interest only. (b) On the tenth anniversary date hereof, the entire principal amount shall be paid by Payor, together with all unpaid interest accruing since the last annual payment of interest. 2. Payments of principal and interest may be made at the office of the Payee at 102 Pickering Way, Exton, Pennsylvania, or such other address as shall be designated by notice to Payor in lawful money of the United States of America. 3. All payments received by Payee shall be applied first to the payment of all accrued interest and the balance applied to the unpaid balance of principal. 4. This Note may be prepaid in whole or in part without penalty at any time, but with interest to the date of such payment. 5. (a) An Event of Default shall occur and exist if (i) the Payor fails to pay its obligations hereunder in accordance with the terms hereof and such default continues for 10 days after notice from the Payee: or (ii) any voluntary or involuntary case or other proceeding shall be commenced by or against the Payor seeking relief under any bankruptcy, insolvency or other similar law now or hereafter in effect or seeking the appointment of a trustee, receiver, liquidator, custodian or other similar official of the Payor or any substantial part of the Payor's property, and such case or other proceedings shall remain undismissed and unstayed for a period of 60 days. (b) If an Event of Default shall occur, this Note shall automatically be immediately due and payable, and interest, at the rate of 13% per annum, shall be incurred on any unpaid principal amount of this Note from the date of such Event of Default until this Note is paid. In addition to any rights and remedies contained herein, the holder of this Note shall have all of the rights and remedies permitted by law or in equity. If an Event of Default shall occur, the Payor shall be obligated to pay to the holder, in addition to all other amounts payable hereunder, all of such holder's expenses, costs and charges (including reasonable attorneys' fees) in connection with the enforcement of any of such holder's rights hereunder. 6. This Note shall be construed and enforced in accordance with the law of the Commonwealth of Pennsylvania. IN WITNESS WHEREOF, the Payor has executed and delivered this Note as of the date first above written. /s/ David R. Hamilton ------------------------------- EX-10.22 29 PROMISSORY NOTE EXHIBIT 10.22 PROMISSORY NOTE $2,500,000.00 January 25,1995 DAVID R. HAMILTON, a resident of the State of Illinois (the "Borrower"), for value received, hereby acknowledges himself indebted and promises to pay to the order of CHEMICAL LEAMAN CORPORATION, a Pennsylvania corporation (the "Company") the principal sum of Two Million Five Hundred Thousand Dollars ($2,500,000.00), together with interest thereon as herein specified. The principal amount of this Promissory Note shall be payable in lawful money of the United States on December 31, 2004. The Borrower shall pay interest on the outstanding principal balance of this Promissory Note at a rate equal to 8.25% per annum. Interest shall be payable in lawful money of the United States in arrears beginning on December 31, 1995 and annually thereafter. The Borrower may prepay this Promissory Note in whole or in part at any time and from time to time without penalty, in each case with accrued interest to the date of such prepayment on the principal amount being prepaid. The Borrower shall be in default hereunder upon the occurrence of any of the following events (each an "Event of Default"): (i) the continuance for ten (10) days of any default in the payment when due of principal or interest hereunder, or of any portion thereof; (ii) the institution by or against the Borrower of any bankruptcy, insolvency, reorganization, arrangement, debt adjustment, receivership, liquidation or dissolution proceeding which, if instituted against the Borrower, is consented to by the Borrower or remains undismissed for sixty (60) days; (iii) the adjudication of the Borrower as a bankrupt or the appointment of a trustee or receiver for all or any part of the Borrower's property; or (iv) the making by the Borrower of the assignment for the benefit of creditors. Upon the occurrence of any Event of Default, the entire unpaid balance of principal, together with all accrued interest thereon, shall, at the option of the Company, become immediately due and payable without presentment, demand or further action of any kind. The Borrower hereby waives presentment, demand, notice of nonpayment, protest, notice of protest or other notice of dishonor, any and all other notices in connection with any default in the payment of, or any enforcement of the payment of, all amounts hereunder. To the extent permitted by law, the Borrower waives the right to any stay of execution and the benefit of all exemption laws now or hereafter in effect. The Borrower further waives and releases all errors, defects and imperfections in any proceedings instituted by the Company under the terms of this Promissory Note. If the indebtedness represented by this Promissory Note or any part hereof shall be collected at law or in equity, bankruptcy, receivership, or other court proceedings, or this Promissory Note shall be placed in the hands of attorneys for collection after default, the Borrower agrees to pay, in addition to principal and interest due and payable herein, all cost of collecting or attempting to collect the amounts due under this Promissory Note, including reasonable attorneys' fees and expenses. If suit or action is filed in connection herewith, the Borrower also agrees to pay reasonable attorneys' fees and expenses at trial and on appeal. This Promissory Note shall be deemed to be governed by, and interpreted under, the laws of the Commonwealth of Pennsylvania, without regard to its principles of conflicts of laws. IN WITNESS WHEREOF, the undersigned has caused this Promissory Note to be signed as of the 25th day of January, 1995. /s/ David M. Boucher By: /s/ David R. Hamilton - ------------------------ ------------------------ Witness David R. Hamilton EX-10.23 30 PROMISSORY NOTE EXHIBIT 10.23 PROMISSORY NOTE $1,000,000.00 January 2, 1996 DAVID R. HAMILTON, a resident of the State of Illinois (the "Borrower"), for value received, hereby acknowledges himself indebted and promises to pay to the order of CHEMICAL LEAMAN CORPORATION, a Pennsylvania corporation (the "Company") the principal sum of One Million Dollars ($1,000,000.00), together with interest thereon as herein specified. The principal amount of this Promissory Note shall be payable in lawful money of the United States on December 31, 2004. The Borrower shall pay interest on the outstanding principal balance of this Promissory Note at a rate equal to 6.50% per annum. Interest shall be payable in lawful money of the United States in arrears beginning on December 31, 1996 and annually thereafter. The Borrower may prepay this Promissory Note in whole or in part at any time and from time to time without penalty, in each case with accrued interest to the date of such prepayment on the principal amount being prepaid. The Borrower shall be in default hereunder upon the occurrence of any of the following events (each an "Event of Default"): (i) the continuance for ten (10) days of any default in the payment when due of principal or interest hereunder, or of any portion thereof; (ii) the institution by or against the Borrower of any bankruptcy, insolvency, reorganization, arrangement, debt adjustment, receivership, liquidation or dissolution proceeding which, if instituted against the Borrower, is consented to by the Borrower or remains undismissed for sixty (60) days; (iii) the adjudication of the Borrower as a bankrupt or the appointment of a trustee or receiver for all or any part of the Borrower's property; or (iv) the making by the Borrower of the assignment for the benefit of creditors. Upon the occurrence of any Event of Default, the entire unpaid balance of principal, together with all accrued interest thereon, shall, at the option of the Company, become immediately due and payable without presentment, demand or further action of any kind. The Borrower hereby waives presentment, demand, notice of nonpayment, protest, notice of protest or other notice of dishonor, any and all other notices in connection with any default in the payment of, or any enforcement of the payment of, all amounts hereunder. To the extent permitted by law, the Borrower waives the right to any stay of execution and the benefit of all exemption laws now or hereafter in effect. The Borrower further waives and releases all errors, defects and imperfections in any proceedings instituted by the Company under the terms of this Promissory Note. If the indebtedness represented by this Promissory Note or any part hereof shall be collected at law or in equity, bankruptcy, receivership, or other court proceedings, or this Promissory Note shall be placed in the hands of attorneys for collection after default, the Borrower agrees to pay, in addition to principal and interest due and payable herein, all cost of collecting or attempting to collect the amounts due under this Promissory Note, including reasonable attorneys' fees and expenses. If suit or action is filed in connection herewith, the Borrower also agrees to pay reasonable attorneys' fees and expenses at trial and on appeal. This Promissory Note shall be deemed to be governed by, and interpreted under, the laws of the Commonwealth of Pennsylvania, without regard to its principles of conflicts of laws. IN WITNESS WHEREOF, the undersigned has caused this Promissory Note to be signed as of the 2nd day of January, 1996. /s/ Donna Friedburg By: /s/ David R. Hamilton - ------------------------ ------------------------ Witness David R. Hamilton EX-10.24 31 CONSULTANT AGREEMENT EXHIBIT 10.24 CONSULTANT AGREEMENT This Consultant Agreement (the "Agreement") is entered into as of this 1st day of January, 1995 by and between CHEMICAL LEAMAN CORPORATION, a Pennsylvania corporation (the "Company"), and GEORGE McFADDEN (the "Consultant"). WITNESSETH WHEREAS, the parties hereto desire to enter into an agreement whereby the Consultant shall act from time to time as an independent contractor for the Company in providing to the Company consulting services relating to the business of the Company under the terms hereof; NOW THEREFORE, in consideration of the mutual promises herein contained, the parties, intending to be legally bound, agree as follows: 1. Compensation. The Company agrees to pay the Consultant the fees set forth in Exhibit A attached hereto. 2. Services Rendered. (a) Consultant shall perform such consulting services as the Company may request from time to time in order to assist the Company in its operations, including, without limitation, assistance and advice with respect to acquisitions, investment banking matters, general corporate finance matters and the management of the Company's, and its subsidiaries', pension plans. (b) It is understood by the parties that Consultant shall have the right to provide services to other parties and shall have no duty to accept any assignment requested by the Company; provided, that upon acceptance by Consultant of a specific assignment from the Company the Consultant shall use his best efforts to complete such assignment and shall devote his full time and energies to its completion. (c) Consultant shall have no right or power to bind or commit the Company to any act, service or other contractual commitment; nor may Consultant amend, modify or terminate any contract between the Company and any third party. 3. Termination. This Agreement may be terminated by either party upon eighteen (18) months prior written notice to the other party. 4. Indemnification. The Consultant agrees to indemnify and hold harmless the Company and its shareholders, directors, officers and employees from and against any and all costs, damages, liabilities or other expenses (including attorneys' fees) arising out of any claims, investigations, actions or proceedings related to or in connection with the Consultant's negligent performance hereunder. 5. No Waiver. Either party's failure to insist upon strict compliance with any provision of this Agreement shall not constitute or be deemed a waiver of any of its rights under this Agreement, any law, custom, usage or rule to the contrary notwithstanding. Delay or omission by either party with respect to any breach or default under this Agreement or in the enforcement of any other right shall not affect any rights it may have with respect to any subsequent breaches or defaults. Any election by such party to exercise any remedy available by law or contract shall not be deemed a waiver of nor preclude exercise of any other remedy. 6. Governing Law. This Agreement shall be governed as to its validity, interpretation and effect by the internal laws of the Commonwealth of Pennsylvania. 7. Relationship of the Parties. The Consultant's engagement by the Company under this Agreement is strictly for the purposes and to the extent set forth in this Agreement. The Consultant's relationship to the Company is solely that of an independent contractor. The Consultant shall not be considered an employee or agent of the Company under this Agreement or otherwise. The Consultant acknowledges that as an independent contractor, the Consultant will not be provided any benefits which the Company provides to its employees, including but not limited to health insurance or other health care benefits, sick leave, vacation or holiday leave. Without limiting the foregoing, the Consultant shall be responsible for the timely payment of his own self-employment and income taxes and the Company shall not deduct or withhold from any amount payable to the Consultant under this Agreement any tax or employee benefit payments. 8. Successors and Assigns. This Agreement is binding upon Consultant, and inures to the benefit of the Company, and their respective successors and assigns. Any reference to the Company shall be deemed to include any successor by merger or consolidation with the Company. 9. Entire Agreement. Except as provided herein, this Agreement contains the entire agreement between the parties with respect to the subject matter hereof. No promises, inducements or representations not contained or referenced in this Agreement shall be of any force or effect or binding on the parties. Modifications, amendments and waivers of any term of this Agreement must be in writing and signed by the Company and the Consultant. IN WITNESS WHEREOF, the undersigned have executed this Agreement as of the date and year first above written. CHEMICAL LEAMAN CORPORATION By: /s/ David M. Boucher ------------------------ (Vice) President /s/ George McFadden ------------------------ George McFadden EXHIBIT A COMPENSATION Subject to the fulfillment of the terms and conditions set forth in the Agreement, the Company shall pay the Consultant (i) a monthly fee in an amount equal to Sixty Thousand Dollars ($60,000), which monthly fee shall be paid on the first business day of each calendar month commencing January 1, 1995; (ii) a bonus for the Company's fiscal year ending December 31, 1994 in an amount equal to Five Hundred Thousand Dollars ($500,000), which bonus shall be paid on January 2, 1995 and (iii) such additional bonuses as the Board of Directors of the Company shall determine from time to time and at any time. EX-10.25 32 SERVICE AGREEMENT EXHIBIT 10.25 [THE ACUMEN GROUP LOGO] THE ACUMEN GROUP Competitive Advantage Through Technology Innovation SERVICE AGREEMENT SERVICE AGREEMENT (this "Agreement") made as of December ll, 1995 by and between CHEMICAL LEAMAN TANK LINES, INC., a corporation with mailing address 102 Pickering Way, Exton, PA 19341 ("CLTL"), and ACUMEN CONSULTING GROUP, INC., a corporation with mailing address Summit Place, 420 Lakeside Avenue, Marlboro, MA 01752 ("Acumen"). Agreement For good and valuable consideration and intending to be legally bound hereby, the parties agree as follows: 1. Certain Definitions. For all purposes of this Agreement, the following terms shall have the meanings assigned to them in this Section 1. "Deliverables" shall have the meaning set forth in Section 3. "Laws and Regulations" shall mean and refer to all present and future laws, codes, ordinances, orders, judgments, decrees, injunctions, licenses, rules, permits, approvals, agreements, regulations and requirements of any government or governmental agency, whether federal, state or local. "Parties" shall mean and refer to CLTL and Acumen. "Person" shall mean and refer to any individual, corporation, partnership, joint venture, trust, government or governmental agency, or any other entity. "Project" shall mean and refer to that project for the re-engineering of the information and technology systems at CLTL described in the Project Proposal and shall include all Work. "Project Proposal" shall mean and refer to that proposal entitled "Chemical Leaman Information Systems Architecture (C.L.I.S.A.), Project Proposal, Rev. 1.4," dated July 20, 1995, as amended by Addendum dated October 30, 1995 all in the form attached hereto, and as the same may be further amended or supplemented with addenda from time to time by written agreement of Acumen and CLTL. "Section" shall mean and refer to a Section in this Agreement. "Subcontractor" shall mean and refer to any Person who performs Work as a subcontractor to Acumen pursuant to Section 9, provided that the term "Subcontractor" shall not include vendors of hardware or commercially available software. "Work" shall mean and refer to all work and services performed or required to be performed and all Deliverables, designs, plans, reports, documents, files, software, codes (source and object), logarithms, hardware, machinery, equipment and other intellectual property, goods and products created, produced, modified or delivered or required to be created, produced, modified or delivered by Acumen, directly or through Subcontractors, pursuant to this Agreement. Whenever the context may require, any noun, including any term defined in this Agreement, shall include its plural or singular form, and any pronoun shall include the corresponding masculine, feminine and neuter forms, both singular and plural. 2. Co-ordination of this Agreement and Consulting Services Agreement; Cross Default. CLTL has, by a separate Consulting Services Agreement with Acumen and Fernando Colon Osorio dated as of October , 1995 (the "Consulting Services Agreement") engaged Acumen and/or Osorio as an independent contractor to advise and assist CLTL in certain investigations and projects intended generally to enhance CLTL's data handling, management information, data communications and related automated systems in order to secure to CLTL certain competitive advantages. Osorio, who is the President, controlling stockholder and a director of Acumen, is widely experienced and expert in those fields of computerized systems and information handling and communications and shall be Acumen's principal representative dealing with CLTL. The Parties acknowledge that without the commitment of Osorio's time and services as provided in the Consulting Services Agreement, CLTL would not contract with Acumen and would not enter into this Agreement. In addition, Acumen agrees that any default by Osorio and/or Acumen under the Consulting Services Agreement shall be and shall constitute a default by Acumen under this Agreement. The Parties acknowledge and agree that neither Acumen nor Osorio shall be entitled to receive any fees, compensation, profit, incentive payment or other remuneration or consideration under this Agreement for or relating to Work performed or to be performed by Osorio (other than certain reimbursements of expenses as provided for herein), but rather that all consideration for Osorio's services and Work shall be provided for and paid under the Consulting Services Agreement. 3. Development of the Project Proposal; Deliverables; Phase One. The Parties acknowledge that the Work shall consist of a series of carefully defined tasks and phases, each culminating in specified task products or systems which are sometimes termed "Deliverables" or "Project Deliverables." Acumen agrees to perform the Work specified in the Project Proposal in accordance with the Project Proposal and this Agreement. As set forth in the Project Proposal, the Work shall be broken into several Phases. As specified in Table 2, p. 10 of the Project Proposal, a detailed list of Project Deliverables for all Phases of the Project shall be jointly developed by Acumen and CLTL and reviewed and approved by CLTL, as part of Phase 2 One of the Project. The Project Deliverables shall take the form of formal functional specifications ("Specifications"). The Specifications shall be completed and approved by the end of the first three months of Phase One. If approval of the Specifications is delayed by CLTL, the period for the performance of Phase One shall be similarly delayed and extended. At the completion of each Phase, the Parties shall refine the Project Deliverables and the Specifications for the next Phase and Acumen shall commence Work on such next Phase upon receipt of written notification to commence from CLTL. During the course of the Work, Acumen and CLTL shall work together and cooperate to develop the Project Deliverables and related Specifications for each Phase of the Project. The Project Deliverables and related Specifications, when agreed to by the Parties, shall be set forth in one or more amendments or addenda to the Project Proposal or in CLTL issued change orders, each of which amendments, addenda or change orders shall require the written approval of the Parties to be effective. The Parties have preliminarily defined and set forth in the Project Proposal the tasks, task products, systems and Deliverables which shall constitute Phase One of the Work, and their applicable components, time tables, development, implementation, testing and acceptance criteria and procedures, costs and payment schedules. Based on that definition and as the same may be further developed in the course of the Work, subject to the terms and conditions of this Agreement, and with the agreement that the final cost of Phase One shall not, unless the final agreed Phase One Project Deliverables are more extensive or require additional Work as compared to those in the Project Proposal as of the date here, exceed an aggregate of $2,000,000 (exclusive of amounts payable for Osorio services under the Consulting Services Agreement) and the further agreement that Acumen shall use its best efforts so that Phase One shall be completed and accepted in full within nine months of the date of this Agreement (subject, however, at all delays and extensions permitted or provided for in this Agreement), CLTL hereby authorizes Acumen to proceed with Phase One as promptly as possible, and Acumen agrees to do so. 4. The Project and the Work. In consideration of the fees paid from time to time by CLTL to Acumen hereunder and for Osorio's services under the Consulting Services Agreement, Acumen shall, commencing as soon as possible after the date of this Agreement and continuing thereafter substantially without interruption (except as otherwise provided herein) until completion, final delivery, acceptance and error correction, perform the Work authorized by CLTL hereunder in strict accordance with the Project Proposal and on the terms and conditions set forth in this Agreement. Acumen shall not undertake any Work until the same is authorized in writing by CLTL, and then only on the time schedule, in the manner, for the prices and otherwise as contemplated by the Project Proposal or as otherwise authorized or agreed by the Parties. If any conflict exists between the terms of this Agreement and the terms of the Project Proposal, the terms of this Agreement shall take precedence and control. Acumen shall make every reasonable effort and shall cooperate with CLTL, and CLTL shall cooperate with Acumen, to accomplish all aspects of the Work (including Subcontracting and the acquisition of hardware, software, equipment and all other vendor items) at the lowest reasonable net cost to CLTL consistent with the terms of this Agreement and the goals of developing first-class, efficient, effective and integrated systems which are durable, reliable and 3 economic to operate and maintain and which provide CLTL with competitive advantages. Acumen and each Subcontractor shall perform all Work in a first-class, professional and orderly manner and enforce strict discipline and order among its employees. All Persons employed by Acumen and all Subcontractors engaged by Acumen to perform the Work shall be experienced and competent in the tasks assigned to them. Acumen shall not appoint any Subcontractor to perform any portion of the Work without the prior written consent of CLTL, provided that this restriction shall not apply to any Person who is to be paid less than $15,000 for Work performed under this Agreement during any three-month period. In addition, Acumen shall promptly remove from involvement in the Project any professional, technical or management Person, to whom CLTL reasonably objects in writing. In performing the Work, Acumen and each Subcontractor shall at all times comply with all Laws and Regulations relating to the performance of the Work, including those Laws and Regulations relating to labor, equal opportunity, antidiscrimination, health, safety and O.S.H.A. In addition, Acumen shall maintain all insurance required by applicable Laws and Regulations and all such additional insurance as Acumen and CLTL may agree to be adequate consistent with the obligations of Acumen related to this Agreement. In performing the Work, Acumen and each Subcontractor shall take all reasonable precautions and shall observe all rules and orders of CLTL designed to protect CLTL's personnel, assets and property, including without limitation its hardware, software, on-line information and documentation, and which rules and orders are communicated to Acumen in writing. Acumen shall, following the protocols and procedures set forth in the Project Proposal, maintain appropriate professional documentation of its performance of the Work and shall deliver the same to CLTL from time to time as CLTL shall request. Except as provided in Section 12, all such documentation shall be the sole property of CLTL, but Acumen shall have continuing access to it for all proper purposes, including the further performance of the Work and the correction of errors. 5. Completion and Delivery. Acumen shall complete and deliver the Deliverables and all other systems and items of Work required to be completed and delivered by it in strict compliance with the completion, delivery, testing and acceptance schedules and procedures set forth in the Project Proposal or the Work is otherwise defined or agree to, and subject to delays which are excused or are due to CLTL or other vendors. As part of the definition of the Project Deliverables for each Phase the Parties shall agree upon acceptance criteria for the Deliverables and an efficient and expedient process for performance of the agreed acceptance tests. 6. Acumen As Independent Contractors. Acumen shall at all times be and act as an independent contractor to and not as an agent of CLTL and shall maintain complete control over Acumen's employees, agents, representatives and Subcontractors. All individuals, including Osorio, employed by Acumen in connection with the Project and the Work shall be 4 Acumen's employees and not employees of CLTL. Subject to this Agreement, Acumen shall have complete responsibility for the Work and for all means, methods, techniques and sequencing, for coordinating all portions of the Work and for the acts and omissions of all Subcontractors. As an independent contractor, Acumen shall not be entitled to any of the benefits associated with employment by CLTL, including insurance protection, tax withholding, social security and workmen's compensation. CLTL agrees not to hire, nor attempt to hire, any employee of Acumen or any employee of any Subcontractor during the course of the Work and for a period of one year after completion of the Work, without the prior written consent of Acumen. Acumen agrees not to hire, nor attempt to hire, any employee of CLTL during the course of the Work and for a period of one year after completion of the Work, without the prior written consent of CLTL. 7. Continuous Availability of Osorio. Acumen shall make the services of Osorio continuously available to CLTL for the periods and during the time that Osorio is obligated to provide services to CLTL under the Consulting Services Agreement. 8. Continuing Access. CLTL shall furnish Acumen and Acumen's authorized employees (including Osorio) and Subcontractors with open and continuing access to such of CLTL's personnel (both face-to-face and by telephone), premises, equipment, software, systems, and information as may be reasonably appropriate for the effective performance of the Work, subject, however, to such security and safety regulations and procedures as CLTL may from time to time prescribe and communicate in writing to Acumen and to such interruptions as CLTL may deem appropriate to enable CLTL to maintain its normal business operations and to respond to unusual demands, emergencies and other special circumstances. 9. Subcontractors. The Parties acknowledge that Acumen intends to subcontract specified portions of the Work to selected Subcontractors. Nothing contained in this Agreement or in any subcontract awarded by Acumen shall create any contractual relationship between CLTL and any Subcontractor, except to the extent required by the third paragraph of this Section 9. No subcontract shall relieve Acumen of its obligations to CLTL under this Agreement. So long as CLTL pays Acumen all amounts due Acumen hereunder for work performed by Acumen (or by Subcontractors or other Persons acting on behalf of Acumen hereunder), CLTL shall have no obligation to pay, or to cause the payment of, any moneys to any Subcontractor or other Person acting through, under or on behalf of Acumen or Osorio and Acumen shall indemnify and hold CLTL harmless from any and all such claims. Prior to engaging any Subcontractor, Acumen shall furnish CLTL, in writing, the name, address and professional qualifications of each proposed Subcontractor, a description of those tasks intended to be performed by such Subcontractor and a copy of all agreements proposed to be entered into by Acumen and such Subcontractor. Acumen shall not engage any Subcontractor to perform any portion of the Work unless and until CLTL has approved in writing that Subcontractor and the terms and conditions of its agreements with Acumen, which approvals shall not be unreasonably withheld or delayed. The requirements of this paragraph shall be subject to the proviso of the third sentence of the third paragraph of Section 4. CLTL consents to the use by Acumen of Parallogic, Inc., Marble Associates, Inc., Transport 5 Dynamics, Inc., and NCS, Ltd as Subcontractors. All Work performed for Acumen by a Subcontractor shall be pursuant to an appropriate written agreement between Acumen and that Subcontractor which shall, as applicable and, unless otherwise agreed by CLTL, contain provisions that: (i) reasonably preserve and protect all rights of CLTL under this Agreement and to the Work to be performed under such subcontract; (ii) require that the Work be performed in strict accordance with the applicable requirements of this Agreement and the Project Proposal; (iii) obligate each Subcontractor to look solely to Acumen, so long as CLTL pays Acumen all amounts due Acumen hereunder for Work performed by Subcontractors and accepted by CLTL, for payment of all amounts owing to it by reason of the Work and provide that such Subcontractor shall have no claims and waives all lien rights (including mechanics and suppliers liens) against CLTL with respect thereto; (iv) require each Subcontractor to provide and maintain adequate insurance consistent with its obligations related to this Agreement; and (v) obligate each Subcontractor specifically to consent to and be bound by those obligations under this Agreement which by their terms are intended to also bind Subcontractors, including the provisions of Section 4, The Project and the Work; Section 12, Proprietary Property; Licenses; Section 13, Nondisclosure; and Section 14, Warranties. 10. Fees and Costs. Acumen has provided CLTL with a "Minimum," "Maximum" and "Best Guess" cost scenario for the completion of the Project, which is set forth in Table 5, p. 14, of the Project Proposal. Acumen shall, on a best-efforts basis, attempt to complete the Project at a cost which is equal to or less than the "Best Guess" scenario. Fees payable by CLTL to Acumen, both for the professional services of Acumen and for the professional services of Subcontractors to Acumen, shall be determined as follows: (i) for professional services by Acumen, at the respective rates set forth on the attached Schedule of Professional Fees for the hours each employee of Acumen is actually engaged in the work; (ii) for professional services of Suncontractors, on a time and materials basis at the amounts billed by each such Subcontractor to Acumen for work actually performed pursuant to its approved subcontract, which amounts shall represent Acumen actual cost without markup, override, commission or other profit to Acumen; and (iii) for materials, equipment, hardware, software, vendor items, and reimbursable costs (delivery, telephone, computer time and so forth), at cost without markup, override, 6 commission or other profit to Acumen or the Subcontractor, as the case may be. Acumen shall provide CLTL approximately on the 5th and 20th of each month with an invoice setting forth amounts owed by CLTL under this Agreement for Work actually performed or materials actually provided to the last day of the previous month or the 15th day of the month, as the case may be. Immediately upon CLTL's payment of each invoice, Acumen shall pay to its Subcontractors, vendors and other suppliers all amounts then owed to them which were covered by such invoices. To the extent Acumen fails to pay any such amount owed to Acumen's Subcontractors, vendors or other suppliers, CLTL shall have the right, but not the obligation, to pay those invoices directly to such Person to be credited to Acumen's account. Each of Acumen's invoices to CLTL shall detail all amounts then owed by CLTL to Acumen by reason of Work actually performed by Acumen and by Subcontractors or by reason of other expenses actually incurred by Acumen to the effective date of that invoice which are payable or reimbursable by CLTL under this Section 10. Such invoices shall be in such form and contain such detail as CLTL may reasonably require, but in any case each such invoice shall detail with specificity the Work performed and costs incurred, and (to the extent Acumen has not already provided the same to CLTL) shall have attached evidence of payment of all invoices, bills and statements from Subcontractors, vendors or others which were to have been paid from funds previously provided by CLTL. Except in those instances when the Parties have agreed that payments shall be made on a scheduled basis or have made other payment arrangements (all of which shall be set forth in the Project Proposal), CLTL shall pay such invoices in full in US dollars within thirty (30) days after receipt or shall within that period advise Acumen of any objection CLTL may have to that invoice, with justification for its objection. If CLTL pays the full amount due on a particular invoice within ten (10) days after receipt, and if CLTL owes no outstanding balances on other Acumen invoices (excepting those subject to a bona fide dispute), Acumen shall credit CLTL with one percent (1%) of the total charge for services rendered on that invoice. Such credit for early payment shall not be extended to CLTL reimbursements for out-of-pocket expenses payable to Subcontractors, vendors and other suppliers. All balances due on invoices shall, unless disputed, accrue interest at the rate of one and one-half percent (1.5%) per month, compounded monthly. All payments shall be credited against outstanding interest before being credited against the principal amounts due. Due to delays in the start of the Project, Acumen has experienced and is experiencing significant out-of-pocket expenses and opportunity costs associated with the Project. Additionally, CLTL has received Acumen's technical and management assistance on numerous occasions since the time CLTL decided to proceed with Acumen, but before the official start-up date when Acumen's time would be billable. In light of the foregoing, CLTL shall pay Acumen upon the signing of this Agreement an advance against professional fees in the fixed amount of Two Hundred Eighty Four Thousand Dollars ($284,000). Such advance shall be applied without interest as a credit against fees owed by CLTL to Acumen upon delivery of the last 7 Deliverables hereunder or upon termination, whichever first occurs. CLTL shall have no other liability to Acumen for or with respect to any Work or services performed or costs incurred, of whatever nature or description, before the date of this Agreement. 11. Hardware, Software and Other Vendor Items. The Project Proposal contemplates that CLTL shall, with Acumen's advice and upon Acumen's recommendation, acquire during the course of the Work certain personal computer and communications hardware devices and associated software. Except as CLTL may otherwise agree in writing from time to time, Acumen shall have no authority to order or otherwise commit for any such items for CLTL's account. Rather, all such items shall be purchased directly by CLTL using CLTL's purchasing department and CLTL's purchase order forms and procedures. Provided, however, in those instances where because of preexisting business relations Acumen is able to acquire any such items at prices or on terms more beneficial to CLTL than CLTL can itself obtain, Acumen shall act on CLTL's behalf in acquiring such items at such better prices or on such more beneficial terms. In no case shall Acumen receive any commission, incentive or other payment or consideration from the vendor or any other Person in connection with such transaction, and to the extent Acumen receives any such consideration, it shall promptly account for and pay the same to CLTL. In all instances, all warranties, customer support obligations and other contractual benefits customarily extended to the original purchaser shall run directly to CLTL, and Acumen shall use its best efforts to secure such rights to CLTL. If in the performance of the Work Acumen reasonably requires items other then personal computers or communications devices, which items are to be included in the Project Deliverables, Acumen may, to the extent set forth in the Project Proposal or as otherwise approved by CLTL, acquire such items directly and include the actual costs thereof in its monthly invoices to CLTL. 12. Proprietary Property; Licenses. All designs, ideas, inventions, creations and other intellectual property, including without limitation all software, programs, algorithms, codes (source and object), manuals and related data, records and materials (collectively, "Proprietary Property"), first developed, made or conceived by Acumen, Osorio or any Subcontractor during the course of the Work and which relate to the Work, shall be promptly disclosed to CLTL and such Proprietary Property, and all patent, copyright, trademark and other legal rights therein, shall be the sole and exclusive property of CLTL. Acumen and each Subcontractor, as the case may be, shall cooperate with CLTL and shall take all steps and execute and deliver all such documents as may be appropriate to perfect and evidence such ownership and to obtain, defend and enforce CLTL's rights therein. All copyrightable works first created by Acumen, Osorio or any Subcontractor and covered by this first paragraph of this Section 12 shall be deemed to be WORKS FOR HIRE. Any Proprietary Property developed by Acumen or Osorio prior to the date of this Agreement or independent of and not for the purposes of the Work or this Agreement, or by any Subcontractor prior to the date of its subcontract relating to the Work or independent of and not for the purpose of the Work or this Agreement ("Prior Property") and included in the Project Deliverables shall remain the property of the developer. CLTL shall have no ownership rights in Prior Property, but, unless otherwise agreed by CLTL, CLTL, Power Purchasing, Inc. and QUALA Systems, Inc. are hereby granted non-exclusive, perpetual licenses to use and to 8 modify and adapt the Prior Property solely for their respective internal purposes. The foregoing license shall be included in each subcontract relating to the Work. CLTL shall not itself, and CLTL shall assure Acumen that Power Purchasing, Inc. and QUALA Systems, Inc. shall not, sell, lease, sublicense, distribute or otherwise transfer Prior Property to any Person without Acumen's prior written approval. Acumen shall furnish commercially available software to CLTL on the condition that CLTL shall use such software solely in compliance with the vendor's standard ("shrink-wrap") license or other license terms reasonably acceptable to CLTL. If such vendor requires that a separate license be signed by the end-user, CLTL shall execute such license so long as its form and substance are reasonably acceptable to CLTL. 13. Nondisclosure. Acumen agrees, and each Subcontractor shall agree, to receive and hold in strictest confidence and (unless otherwise agreed by CLTL in writing) not to make any public disclosure of, any information imparted to it by CLTL or learned or generated by it which pertains to CLTL's business and which is not the subject of general public knowledge, whether or not the same relates to the Work, including, without limitation, proprietary processes, trade secrets, technical information and know-how, information concerning CLTL's other projects, management policies, economic policies, financial and other data, customer lists and information, and the like. The preceding nondisclosure obligations shall not apply to: (i) information in the possession of Acumen, Osorio or the Subcontractor, as the case may be, prior to the date it first rendered services to CLTL (whether or not under this Agreement); (ii) information in the public domain, except through violation of the covenants set forth in this Section 13; and (iii) information obtained from a third Person not under an obligation of nondisclosure to CLTL. 14. Warranties. Acumen represents and warrants to CLTL, and each Subcontractor shall represent and warrant to CLTL (but only as to that portion of the Work for which such Subcontractor is responsible), that for a period of 90 days after final acceptance of the Work by CLTL (i) it understands the Work and that it has the professional skill and knowledge to complete the Work; (ii) the Work shall be performed on a "good-faith, reasonable efforts" basis, efficiently and in accordance with high professional standards; (iii) all Work and Deliverables and all software, program products and systems developed, made, conceived or acquired as part of the Work shall, when completed, substantially conform to the Specifications for the Project Deliverables and shall be adequate and effective for their intended uses as set forth in the Project Proposal and the Appendices (iv) no Work and no intellectual property developed, made, conceived or used by Acumen, Osorio or the Subcontractor, as the case may be, as part of the Work shall be subject to any lien, claim or encumbrance (except as caused by CLTL's failure to pay as required by this Agreement) or infringe any patent, copyright, trademark, trade secret or other legal right of any other Person. Acumen, Osorio and the 9 Subcontractors do not warrant that the operation of the Deliverables shall be uninterrupted or error free. In the event of a breach of the foregoing warranties, CLTL shall, before pursuing any other legal remedies available to it, promptly inform Acumen of the, breach, defect or failure (with pertinent details as reasonable under the circumstances, including, if applicable, the operating conditions under which the defect occurs, a description of what occurs versus what should occur, and a representative sample of inputs for operating and analyzing the problem) and shall provide Acumen with reasonable opportunity and access to CLTL's systems and personnel to enable Acumen, at Acumen's own cost and expense, to correct such breach, defect or error, to make the defective Project Deliverables substantially conform to the applicable Specifications or this Agreement, or otherwise to cure such breach of warranty. The above warranties are contingent upon the proper installation and use of the Project Deliverables (to the extent the same are not accomplished by Acumen) and do not apply to supplies and consumables, or to defects or failures due to (i) accident, neglect or misuse by any Person other than Acumen, its employees, representatives or Subcontractors; (ii) failure or defect of electrical power, external electrical circuitry, air conditioning or humidity control; or (iii) any person other then Acumen, its employees, representatives or Subcontractors modifying, adjusting, repairing or servicing any Project Deliverables). Notwithstanding anything else to the contrary herein, Acumen makes no warranties as to any hardware items delivered by Acumen hereunder or as to any third party commercial software purchased by Acumen hereunder and delivered to CLTL, except for modifications made by Acumen to such hardware or third party software as part of the Work. THE ABOVE WARRANTIES ARE EXCLUSIVE AND IN LIEU OF ALL OTHER WARRANTIES-WHETHER STATUTORY, EXPRESSED OR IMPLIED-INCLUDING BUT NOT LIMITED TO ALL WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE AND ALL WARRANTIES ARISING FROM COURSE OF DEALING OR USAGE OF TRADE. 15. Limitation of Liability. ACUMEN SHALL IN NO EVENT BE LIABLE FOR ANY SPECIAL, INDIRECT, EXEMPLARY, INCIDENTAL OR CONSEQUENTIAL DAMAGES OF ANY KIND, WHETHER ARISING IN CONTRACT, TORT OR OTHERWISE, ARISING OUT OF OR OTHERWISE RELATING TO THE WORK, HOWEVER CAUSED, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGE. The cumulative liability of Acumen with respect to or in any way arising out of this Agreement, its performance or breach, whether in contract, in tort, or otherwise shall in no event exceed the amount of CLTL's aggregate payments to Acumen for professional services (both Acumen's own and its Subcontractors) under this Agreement and to Osorio under the Consulting Services Agreement. 10 16. Force Majeure. Acumen shall not be liable for any failure to perform or for delay in performance due to fire, flood, strike or other labor difficulty, act of God, government authority or act or omission of CLTL, riot, embargo, energy shortage, wrecks or delay in transportation, inability to obtain necessary labor, materials, or services from usual sources, or any cause beyond its reasonable control. If there is a performance delay due to any such cause, the date of delivery or time for completion shall be extended by a time period reasonably necessary to overcome the delay's effect. 17. Suspension; Discretionary Termination. CLTL may, at any time in its sole discretion, order an interruption or suspension in the Work if CLTL believes that such delay is in the best interests of CLTL or of the Project. Such interruption or suspension shall be effective immediately upon verbal notice from CLTL to Acumen or at such later time as CLTL may prescribe. CLTL shall reimburse Acumen or any Subcontractor, as the case may be, for any incremental costs of such interruption or suspension. All schedules, delivery and performance dates affected by such interruption or suspension shall be extended as reasonably necessary to prevent any hardship to Acumen. If CLTL interrupts or suspends performance of the Work, CLTL shall pay Acumen for professional personnel assigned to the Work at the same rates provided herein, unless Acumen is able to reassign those personnel to other work, which Acumen shall use its best efforts to do. If CLTL interrupts or suspends the Work for more than fifteen (15) business days, CLTL may inform Acumen that it shall not pay Acumen for any Acumen or Subcontractor personnel during such additional interrupted or suspended period and Acumen may terminate such personnel or Subcontractors. In such case, upon resumption of the Work, the schedule and estimated costs shall be adjusted to account for the effects of such interruption or suspension, including termination of personnel or Subcontractors. A period of interruption or suspension greater than thirty (30) business days shall be considered a termination of this Agreement. CLTL may, in its sole discretion, terminate the Work and the services of Acumen under this Agreement at any time and for any reason (which reason need not be communicated to Acumen), effective immediately upon written notice to Acumen. Such termination shall not require CLTL to terminate or abandon the Project. Acumen may, in its sole discretion, terminate the Work and the services of Acumen under this Agreement at any time and for any reason (which reason need not be communicated to CLTL), effective upon sixty (60) days prior written notice to CLTL. Following such discretionary termination, CLTL shall promptly reimburse Acumen for or pay directly for Acumen's account, all fees owed and costs incurred to the date of such termination for which CLTL is responsible under this Agreement, and (if such termination is at CLTL's discretion) Acumen's reasonable costs and expenses of termination, including, to the extent the same are unavoidable, all charges and costs of and owed to Acumen's Subcontractors and vendors. In such event, Acumen shall, with the cooperation of CLTL, use its best efforts to settle and minimize all claims of Subcontractors and vendors relating to such termination. Upon such discretionary termination, CLTL shall have no other payment or 11 financial obligations to Acumen under this Agreement. Notwithstanding discretionary termination, Acumen shall, at CLTL's request, provide such services after termination as CLTL may reasonably request in connection with the continuation or winding down of the Project and/or the transition of the Project from Acumen to another independent contractor, consultant or supplier, for which Acumen shall be paid at the rates set forth in this Agreement. Notwithstanding anything to the contrary in this Agreement, if CLTL terminates Phase One of the Project for any reason other then a default by Acumen or breach of this Agreement by and/or Acumen, or breach of the Consulting Services Agreement by Osorio, CLTL shall pay Acumen the difference between Two Million Dollars ($2,000,000) and (i) all amounts paid by CLTL to Acumen under this Agreement (whether with respect to Acumen's services and costs, or the services and costs of Subcontractors and other vendors and suppliers); (ii) all amounts paid by CLTL directly to Subcontractors, vendors and suppliers (including hardware and software vendors and suppliers) of Acumen under this Agreement and which Acumen was obligated to pay under its arrangements with such Subcontractors, vendors and suppliers. 18. Miscellaneous. 18.1. Assignment. Acumen shall not by contract, operation of law, or otherwise, assign this Agreement (in whole or part), or delegate performance of any of its obligations under this Agreement, without in each case obtaining CLTL's prior written consent, which consent shall not be unreasonably withheld or delayed. Any attempt by Acumen to assign or delegate rights or obligations without CLTL's prior written consent shall be voidable at CLTL's option. CLTL reserves the right to assign this Agreement to any successor to CLTL's business. 18.2. Governing Law. This Agreement shall be construed and governed according to the laws of the Commonwealth of Massachusetts whose courts (including Federal courts located therein) shall have exclusive jurisdiction to resolve any dispute hereunder. CLTL hereby consents and submits itself to the jurisdiction of such courts, and waives any claim that such jurisdiction or the venue of any court in Massachusetts is improper. 18.3. Whole Agreement. This Agreement, including the Project Proposal, constitutes the entire understanding of the Parties with respect to its subject matter and completely supersedes any prior or contemporaneous understandings, either oral or written. Any modification of this Agreement shall be made only by a written amendment signed by the Parties. 18.4. Waiver. The failure of any Party to exercise any right under this Agreement shall not constitute a waiver of any other term or condition of this Agreement with respect to any other or subsequent breach, nor a waiver by such Party of its right at any time thereafter to require exact and strict compliance with the terms of this Agreement. 18.5. Notices. Any notice to be given under this Agreement shall be sufficiently given if sent to a Party by U.S. certified mail, postage prepaid, or by any 12 commercial delivery service which provides a record of delivery, addressed to that Party at the address set forth in this Agreement, or to such other address as that Party may designate by written notice to the other Parties. Any such notice shall be effective on the earlier of the day of actual receipt or the third business day after mailing or delivery to such commercial delivery service. 18.6. Survival of Obligations. Except as otherwise provided herein, any obligations under this Agreement which by their nature would continue beyond the termination or completion of the Work shall survive such termination or completion and shall continue thereafter for the full period of the applicable statute of limitations. 18.7. Unenforceable Provisions. If any provision of this Agreement is declared void, illegal or unenforceable by a court of competent jurisdiction, such provision shall be deemed amended as necessary to conform to applicable Laws and Regulations, or if it cannot be so amended without materially altering the intention of the Parties, the remainder of the Agreement shall be amended in a manner to result in comparable economic effects to the Parties. IN WITNESS WHEREOF, the Parties have duly executed this Agreement as of the date first written above. ACUMEN: ACUMEN CONSULTING GROUP, INC. By /s/ Fernando C. Colon Osorio ---------------------------- Name: Fernando C. Colon Osorio Title: President CLTL: CHEMICAL LEAMAN TANK LINES, INC. By /s/ Philip J. Ringo ---------------------------- Name: Title: 13 LIMITED GUARANTY AND SURETYSHIP RIDER Osorio, for good and valuable consideration and intending to be legally bound hereby, and in order to induce CLTL to enter into the foregoing Agreement, hereby guarantees to CLTL and hereby becomes surety to CLTL for the due and punctual performance by Acumen of each and every covenant, obligation and agreement, and for the truth and accuracy of each and every representation and warranty, of Acumen to CLTL set forth in the foregoing Agreement; provided, that Osorio's total, cumulative liability with respect to or in any way arising out of this Limited Guaranty and Suretyship Rider, its performance or breach, whether in contract, tort, or otherwise shall be absolutely limited to and shall not exceed the amount of CLTL's aggregate payments to Osorio and/or Acumen under the Consulting Services Agreement. Osorio further agrees that any default by Acumen under the foregoing Agreement shall be and shall constitute a default by Osorio and/or Acumen under the Consulting Services Agreement. CLTL may set off against any amount owed by CLTL to Osorio under the Consulting Services Agreement, any amount owed by Acumen to CLTL under the foregoing Agreement, whether by reason of a failure to pay, a breach thereof, or otherwise. Capitalized terms used in this Limited Guaranty and Suretyship Rider are used herein with the definitions assigned to them in the foregoing Agreement. IN WITNESS WHEREOF, Osorio has duly executed this Agreement as of December 11, 1995. /s/ Dr. Fernando C. Colon Osorio ---------------------------- Dr. Fernando C. Colon Osorio 14 Schedule of Fees Between the Acumen Consulting Group, Inc. and Chemical Leaman Tank Lines, Inc. for the completion of the C.L.I.S.A. Project Professional Professional Fee/Day Classification Senior Consultant $ 1,300.00 Associate Consultant $ 850.00 Appendix A Intended Use The C.L.I.S.A. project to be delivered by Acumen as part of this contract is intended to provide Chemical Leaman Tank Lines with a modern order entry, dispatch, schedule and optimization system. In addition, a major goal of C.L.I.S.A. is to provide CLTL's management with market analysis tools that can help Chemical Leaman Tank Lines' select the "right" customers. The "right customer", in this context, refers to customers that help CLTL maximize its asset utilization. Nevertheless, the full economic potential impact of C.L.I.S.A. cannot be realized without deployment of significant business re-engineering changes planned as a result of the D451 and S451 work at CLTL. In this context, C.L.I.S.A. cannot and will not make any claims as to the potential economic benefits associated with its deployment. Said economic benefits cannot be obtained without the proper execution of the business re-engineering plan discussed. EX-10.26 33 CONSULTING AGREEMENT EXHIBIT 10.26 CONSULTING AGREEMENT This Agreement is made as of the 1st day of July, 1996, by and between Chemical Leaman Corporation ("Company") with its principal place of business at 102 Pickering Way, Exton, Pennsylvania 19341 and Fernando C. Colon Osorio ("Consultant"), whose address is 185 Maple Street, Stow, Massachusetts 01775. WHEREAS, Company desires to engage Consultant to generally assist Company in the management of Company's Chemical Leaman Information Systems Architecture project ("C-LISA"); and WHEREAS, Consultant desires to assist Company in such area and to perform such professional services for Company upon the terms and conditions herein set forth; NOW, THEREFORE, in consideration of the mutual covenants and agreements herein contained, the parties do hereby agree as follows: 1. Company hereby engages Consultant as an independent consultant to assist Company in the management of Company's C-LISA project. Consultant agrees to be available to provide services to Company an average of four days per week. 2. Consultant's base compensation for services rendered hereunder shall be $20,834 per month for each month of services provided by Consultant, subject to increase by mutual agreement of Company and Consultant. In addition, Consultant shall be entitled to reimbursement of his reasonable out-of-pocket expenses, including travel required in connection with his performance of consulting services hereunder, upon monthly submission of invoices, receipts and/or other reasonably satisfactory documentation to Company specifying all amounts expended by Consultant for services performed during the preceding month. Such reimbursement shall be payable hereunder within thirty (30) days following receipt of Consultant's monthly documentation as set forth above. Consultant shall also, at December 31, 1996 and December 31, 1997 be eligible to earn a bonus of up to 100% of Consultant's base compensation to be determined by mutually agreed upon objectives, or if this Agreement is terminated prior to December 31, 1997, upon such termination Consultant will be paid a pro rata portion of such bonus based on the number of months of services up to the date of termination. 3. This Agreement shall commence July l, 1996 and shall terminate on December 31, 1997. Company may terminate this Agreement without liability (other than for payment for services and expenses up to the termination date as provided herein) by providing Consultant written notice thereof and of the date of termination, which date shall be at least thirty (30) days after receipt of the notice by Consultant. Notwithstanding the foregoing, Company may terminate this Agreement at any time immediately upon written notice to Consultant in the event that Consultant has engaged in any conduct which, in the reasonable opinion of Company, will injure Company's business reputation or is in violation of the provisions of this Agreement. If this Agreement is terminated, Company shall be obligated to pay compensation under the provisions of this Agreement only for services performed and out-of-pocket expenses incurred up to and including the date of termination. 4. It is agreed that the services performed hereunder by Consultant will be in Consultant's independent professional capacity, that at no time shall Consultant be deemed to be an employee of Company nor shall Consultant have any power to act as an agent of Company. Consultant is advised and agrees that Consultant will not be covered by Company's employee benefit or insurance programs. Consultant shall be responsible and shall pay all mandatory income tax, social security, unemployment and other such payments, as appropriate. Consultant agrees to procure and maintain throughout the term of this Agreement workman's compensation insurance. 5. The services to be performed by Consultant under this Agreement shall be under the general direction of Mr. David Hamilton, the Chairman of the Board of Directors of Company. 6. No publicity or advertising shall be released by Consultant relative to the contractual arrangement set forth herein, without the prior written approval of Company. 7. The services to be performed by Consultant hereunder are personal in nature and as such, no rights or obligations under this Agreement may be assigned to any person, by operation of law, or otherwise, without the express written approval of Company. 8. (a) During the term of this Agreement and for a period of three years thereafter, Consultant shall not work with other individuals, firms or other entities engaged in the business of providing bulk chemical transportation services, or any other services provided by the Company or its affiliates to their customers. Consultant may work with other individuals, firms or other entities not so engaged, and in connection therewith, may provide consulting services independent of Company, provided, however, such other consulting services shall not conflict with the Consultant's rendition of services to Company. (b) Consultant acknowledges that the restrictions contained in Section 7(a) hereof are reasonable and necessary to protect the legitimate interests of the Company and its affiliates and that the Company would not have entered into this Agreement in the absence of such restrictions. Consultant also acknowledges that any breach by him of Section 8(a) hereof will cause continuing and irreparable injury to the Company for which monetary damages would not be an adequate remedy. Consultant shall not, in any action or proceeding to enforce any of the provisions of this Agreement, assert the claim or defense that such an adequate remedy at law exists. In the event of such breach by Consultant, the Company shall have the right to enforce the provisions of Section 8(a) hereof by seeking injunctive or other relief in any court, and this Agreement shall not in any way limit remedies of law or in equity otherwise available to the Company. If an action at law or in equity is necessary to enforce or interpret the terms of this Agreement, the prevailing party shall be entitled to recover, in addition to any other relief, reasonable attorneys' fees, costs and disbursements. In the event that the provisions of Section 7(a) hereof should ever be adjudicated to exceed the time, geographic, or other limitations permitted by applicable law in any applicable jurisdiction, then such provisions shall be deemed reformed in such jurisdiction to the maximum time, geographic, or other limitations permitted by applicable law. (c) In the event that Consultant shall be in breach of any of the restrictions contained in this Agreement, then the period of time for which Consultant is prohibited from engaging in such services and provided in Section 8(a) hereof shall be extended for a period of time equal to the period of time that Consultant is in breach of such restriction. 9. All designs, ideas, inventions, creations and other intellectual property, including without limitation all software, programs, algorithms, codes (source and object), manuals and related data, records and materials (collectively, "Proprietary Property"), first developed, made or conceived by Consultant during the course of the services and which relate to the services, shall be promptly disclosed to Company and such Proprietary Property, and all patent, copyright, trademark and other legal rights therein, shall be the sole and exclusive property of Company. Consultant shall cooperate with Company and shall take all steps and execute and deliver all such documents as may be appropriate to perfect and evidence such ownership and to obtain, defend and enforce Company's rights therein. All copyrightable works first created by Consultant and covered by this first paragraph of this Section 9 shall be deemed to be WORKS FOR HIRE. Any Proprietary Property developed by Consultant prior to the date of this Agreement or independent of and not for the purposes of the services of this Agreement, or independent of and not for the purpose of the services of this Agreement ("Prior Property") and included in any deliverables shall remain the property of the Consultant. Company shall have no ownership rights in Prior Property, but, unless otherwise agreed by Company, each of Company, Power Purchasing, Inc. and QUALA Systems, Inc. are hereby granted non-exclusive, perpetual licenses to use and to modify and adapt the Prior Property solely for each of their respective internal purposes. Company shall not itself, and Company hereby assures Consultant that Power Purchasing, Inc. and QUALA Systems, Inc. shall not sell, lease, sublicense, distribute or otherwise transfer Prior Property to any Person without Consultant's prior written approval. 10. Consultant agrees to receive and hold in strictest confidence and (unless otherwise agreed by Company in writing) not to make any public disclosure of, any information imparted to it by Company or learned or generated by it which pertains to Company's business and which is not the subject of general public knowledge, whether or not the same relates to the services, including, without limitation, proprietary processes, trade secrets, technical information and know-how, information concerning Company's other projects, management policies, economic policies, financial and other data, customer lists and information, and the like. The preceding nondisclosure obligations shall not apply to: (i) information in the possession of Consultant prior to the date he first rendered services to Company (whether or not under this Agreement); (ii) information in the public domain, except through violation of the covenants set forth in this Section 10; and (iii) information obtained from a third person not under an obligation of nondisclosure to Company. 11. The failure of either party hereto to enforce any rights under this contract shall not be construed to be a waiver of that right, or of damages caused thereby or of any other rights under this contract. 12. This contract encompasses the entire agreement of the parties relating to the subject matter herein, and except for the Service Agreement dated as of December 11, 1995 by and between Chemical Leaman Tank Lines, Inc. and Acumen Consulting Group, Inc., there are no other agreements or understandings either written or oral between Company, Consultant, or any of their respective affiliates. 13. This contract may not be modified or amended except in writing with the same degree of formality with which contract has been executed. 14. The construction, interpretation and performance of this contract, and all transactions under it, shall be governed by the laws of the Commonwealth of Massachusetts. IN WITNESS WHEREOF, the parties hereto have executed this CONTRACT as of the day and year first written above. /s/ Fernando C. Colon Osorio ----------------------------- Fernando C. Colon Osorio CHEMICAL LEAMAN CORPORATION By: /s/ Eugene C. Parkerson -------------------------- Eugene C. Parkerson Executive Vice President EX-10.27 34 CONSULTING AGREEMENT EXHIBIT 10.27 CONSULTING AGREEMENT THIS CONSULTING AGREEMENT made as of July 1, 1992, by and between SAMUEL F. NINESS, JR. (the "Consultant") and CHEMICAL LEAMAN TANK LINES, INC., a Delaware corporation (the "Company"). W I T N E S S E T H: WHEREAS, the Company is a liquid bulk common and contract carrier company operating throughout the United States and Canada; and WHEREAS, the Consultant is a former senior executive of the Company with substantial experience in the Company's affairs; and WHEREAS, the Company desires to maintain the availability of the Consultant's special skills and expertise in the liquid bulk carrier business and Consultant desires to provide and keep available for the Company his services on the terms and conditions hereafter set forth; NOW, THEREFORE, in consideration of the mutual covenants and obligations contained herein, the parties hereto, intending to be legally bound, agree as follows: 1. Engagement. Upon the terms and subject to the conditions set forth herein, the Company hereby agrees to engage Consultant as a consultant, and Consultant hereby agrees to provide consulting services to the Company. 2. Duties and Obligations. Consultant hereby agrees to consult with the Company on all matters relating to its operations and affairs, including the liquid bulk carrier business. Consultant shall, to the extent he is physically capable, perform such services at the corporate headquarters of the Company in Exton, Pennsylvania for a minimum of one (1) day per fiscal quarter, and shall otherwise be available to consult with the management of the Company at such other times, by telephone, as the Company may reasonably request. 3. Compensation. (a) In consideration of Consultant's agreement to provide certain services as a consultant to the Company in accordance with this Agreement, the Company agrees to pay Consultant the sum of One Hundred Eighty Nine Thousand Dollars ($189,000), which sum shall be deemed earned upon execution of this Agreement subject only to Section 6 hereof, and payable during the term of this Agreement in equal monthly payments of Two Thousand Two Hundred Fifty Dollars ($2,250) mailed to Consultant by first class mail on the first day of each month, with the first payment due within ten (10) days of the execution hereof. (b) In consideration of Consultant's covenant not to compete set forth herein, the Company shall pay to Consultant the sum of One Hundred Eighty Nine Thousand Dollars ($189,000), which sum shall, subject to the terms hereof, be payable in equal monthly payments of Two Thousand Two Hundred Fifty Dollars ($2,250) mailed to Consultant by first class mail on the first -2- day of each month, with the first payment due within ten (10) days of the execution hereof. 4. Term. The term of Consultant's engagement under this Agreement shall commence on July 1, 1992 and shall continue through and until June 30, 1999 (the "Term"), subject to earlier termination in accordance with Section 6 hereof, and the engagement shall thereupon terminate and the Consultant's right to further payment hereunder shall terminate. 5. Confidential Information and Covenant Not to Compete. 5.1 Non-Compete. During the term of this Agreement and for a period of six (6) months thereafter, the Consultant shall not (i) directly or indirectly, own, manage, operate or control, or participate in the ownership, operation, management or control of, or be connected with or have any interest in as an employee, consultant, advisor, agent, owner, partner, co-venturer, principal, director, lender, officer or otherwise, any person, business, enterprise or entity in the United States that directly or indirectly competes with the current business or operations of the Company, which is the liquid bulk carrier business; (ii) participate in the solicitation of any part of the business conducted by the Company from any person, business, enterprise or entity which is or was a customer of Company; or (iii) knowingly employ or retain, or knowingly have any other person, business, enterprise or entity -3- employ or retain, any person employed by Company during the term of such other person's employment. 5.2 Non-Disclosure. During the term of this Agreement and for a period of two (2) years thereafter, the Consultant hereby agrees that he shall not, directly or indirectly, disclose to any person, business, enterprise or entity any information concerning the methods of operation (including, without limitation, marketing techniques and methods), sales and distribution methods, cost or pricing methods, financial information, identity of customers, customer requirements or needs, contracts, agreements, or any other proprietary information with respect to the operation of the business of the Company which is not then public knowledge. Notwithstanding the foregoing, should he be compelled to disclose any such information in any judicial, administrative or regulatory proceeding, then such disclosure, may be made (without being considered a breach of this Agreement) as to the minimum amount of such information which legal counsel retained by such party determines to be necessary in order to comply with the order of any such judicial, administrative or regulatory body; provided, that prior to any such disclosure, he shall use his reasonable good faith efforts to obtain confidential treatment of any such information which is required to be disclosed pursuant to any such order or a judicial, administrative or regulatory body. -4- 5.3 Remedy. The parties hereto specifically acknowledge and agree that the remedy at law for any breach under this Section 5 will be inadequate and that the Company, in addition to any other relief available to it, shall be entitled to temporary and permanent injunctive relief without the necessity of proving actual damage. If the provisions of this Section 5 should ever be deemed to exceed the limitations permitted by applicable law, then the parties hereto agree that such provisions shall be reformed to set forth the maximum limitations permitted. 6. Termination. Notwithstanding any provision in this Agreement to the contrary, the Company shall have the right to terminate the Consultant's engagement under, and the term of, this Agreement only upon the occurrence of any of the following events: (i) any material, intentional breach by the Consultant of his obligations under this Agreement which constitute gross negligence or willful misconduct; or (ii) the commission by Consultant of a crime which constitutes a felony or otherwise involving moral turpitude, or engage in conduct which is generally considered morally or ethically reprehensible or reasonably could have a material adverse affect on the Company's reputation. 7. Relationship Between Parties. Consultant will be retained by the Company strictly for the purposes and to extent set forth in this -5- Agreement and his relationship to the Company shall be that of an independent contractor and not that of an employee, a partner or joint venturer; and the Company shall have no duty or obligation to withhold or pay any taxes for or on behalf of Consultant. 8. Notices. Any notice required or permitted to be given or made under this Agreement by one party to the other shall be deemed to have been sufficiently given or made for all purposes hereof if mailed, certified mail, return receipt requested, postage prepaid, hand delivered, or sent by a national overnight delivery service, addressed or delivered to such party at its address indicated below or to such other address as the addressee shall have theretofore furnished in writing to the other party by written notice: If to Consultant: Samuel F. Niness, Jr. 194 Three Rivers Court Berwyn, Pa 19312 If to the Company: Chemical Leaman Tank Lines, Inc. 102 Pickering Way Exton, Pennsylvania 19341 Attn: President 9. Agreement. This Agreement may not be modified except by an instrument in writing executed by Consultant and the Company. -6- 10. Section Headings. All section headings herein have been inserted for convenience of reference only and shall in no way modify or restrict any of the terms or provisions hereof. 11. Successors and Assigns. This Agreement shall be binding upon and shall enure to the benefit of the successors and assigns of the Company and Consultant. 12. Assignment. Consultant may not assign his rights or obligations under this Agreement. 13. Governing Law. This Agreement shall be deemed to be a contract made under the laws of the Commonwealth of Pennsylvania and for all purposes shall be governed by, construed, interpreted and enforced according to the laws of the Commonwealth of Pennsylvania. IN WITNESS WHEREOF, Consultant and the Company have caused this Agreement to be duly executed and delivered as of the date and year first above written. ATTEST: CHEMICAL LEAMAN TANK LINES, INC. /s/ [Illegible] By: /s/ [Illegible] - ----------------------------- -------------------------------- (Assistant) Secretary President /s/ [Illegible] /s/ SAMUEL F. NINESS, JR. - ----------------------------- -------------------------------- (SEAL) WITNESS Samuel F. Niness, Jr. -7- EX-10.28 35 AGREEMENT AND RELEASE EXHIBIT 10.28 AGREEMENT AND RELEASE For good and valuable consideration, receipt of which is hereby acknowledged, Charles Fernald (hereinafter referred to as "Employee") and Chemical Leaman Corporation together with each and every one of its predecessors, successors (by merger or otherwise), parents, subsidiaries, affiliates, assigns, directors, officers, employees and agents whether present or former (hereinafter collectively referred to as the "Employer"), hereby agree as follows: 1. In view of the change in operation at the Employer, the Employee hereby voluntarily accepts a paid Leave of Absence with Employer effective Friday, June 17, 1994. 2. The Employee agrees that he will treat as confidential all knowledge and information obtained by him during the course of his employment regarding the Employer's existing, planned or anticipated method of doing business, operation or marketing or selling strategies, and that he will not disclose, disseminate, reproduce, retain, utilize or otherwise make available in any manner whatsoever any such confidential or proprietary information to any person, firm, corporation or other entity without the prior written consent of Employer. The Employee further acknowledges and agrees that all designs, papers and/or other records of any kind in his possession pertaining to his work for the Employer are the sole and exclusive property of the Employer, and shall be delivered into the possession of the Employer concurrently with the delivery of this Agreement. 3. The Employee agrees that he shall not directly or indirectly, reveal, divulge, disseminate, disclose or appropriate for his own use or for the use of any third party any trade secrets or confidential information of the company to any individual, firm, person or corporation. 4. The Employee further agrees that he shall not solicit customers of the Employer for any purpose other than to seek job leads, to network, or for references. The Employee further agrees that he shall not contact any employees of the Employer for the purpose of soliciting the employees to accept employment with any other individual, person, firm, corporation or business entity except with the prior written consent of the Employer. 5. The Employee agrees that he shall cooperate with Employer in the future should the Employer need information, testimony or other material relating to the Employee's employment with the Employer. The Employer agrees to reimburse the Employee for any expenses incurred or loss suffered as a result of providing such cooperation. 6. The Employer shall provide Employee with benefits and compensation set forth in Exhibit "A" attached hereto and incorporated herein. 7. In consideration for the foregoing, the Employee (for himself and anyone who has or may have a claim by or through him) hereby releases and discharges the Employer from any and all 2 suits, causes of action, claims, demands, charges, complaints, obligations or any actions of any sort whatsoever, whether in law or equity, direct or indirect, which the Employee ever had, now has, or hereinafter can or may have against the Employer relating to or in any way arising out of any aspect of his employment with and/or his separation from employment with the Employer. This Release specifically includes but is not limited to any and all claims for wrongful discharge, breach of contract (whether express or implied), any and all forms of employment discrimination in violation of any federal, state or local statute or ordinance or executive order or common law doctrine (including but not limited to claims for discrimination on the basis of race, color, religion, sex, national origin, age and/or mental or physical handicap, whether asserted under Title VII of the Civil Rights Act of 1964, as amended, 42 U.S.C. Section 2000e et seq., the Civil Rights Act of 1870, 42 U.S.C. Section 1981, The Age Discrimination in Employment Act of 1967, as amended, 29 U.S.C. Section 621 et seq., The Rehabilitation Act of 1972, as amended, 29 U.S.C. Section 701 et seq., and/or under any other applicable federal, state or local antidiscrimination law or common law doctrine), any and all suits in tort (including but not limited to any claims for misrepresentation, defamation, interference with contract or with prospective economic distress, and negligence) and/or any and all other claims for additional compensation or damages of whatsoever kind arising 3 in connection with the Employee's employment and/or separation from employment with the Employer. In addition, this Agreement and Release specifically includes all claims for costs and/or attorneys' fees, if any, incurred by the Employee in connection with any aspect of his employment relationship and/or his separation from employment with the Employer. 8. The Employee specifically understands and hereby agrees that the provisions of this Agreement and Release extend to all of the aforementioned actions, whether presently matured or not matured, known or unknown, suspected or unsuspected by him, and further agrees that this constitutes an essential material term of this Agreement. The Employer and Employee understand and acknowledge that this Agreement and Release constitutes a binding legal contract, and expressly consent that the Agreement shall be given full force and effect according to each and all of its express terms and provisions. 9. Employee agrees that the terms of this Agreement and Release are confidential and will be discussed by the Employee only with counsel, and if the Employee so chooses, with members of his immediate family. Under no circumstances may the terms of this Agreement, or its acceptance or rejection, be discussed by the Employee, the Employee's counsel, or any members of the Employee's immediate family, with any other individual. Breach of this Agreement shall, at Employer's option, negate the terms of this Agreement. 10. It is specifically understood and agreed that this Agreement 4 and Release shall not in any way be construed as an admission that the Employer has violated any federal, state or local law or common law duty, or that any action taken by the Employer with respect to the Employee has been unwarranted, unjustified, discriminatory or otherwise unlawful. 11. It is specifically understood and agreed that the provisions of this Agreement and Release are severable, and that, if any provision of this Agreement and Release or if the application thereof under any circumstances if found to be invalid or unenforceable, all other provisions that can be given effect without the invalid or unenforceable provision shall remain valid and enforceable. 12. The Employee hereby acknowledges that he is acting of his own free will, that he has been afforded a period of not less than twenty-one (21) days within which to read and consider the terms of this Agreement and Release, that he has been encouraged to seek the advice of counsel with respect to this Agreement and Release, and that he fully understands all of the provisions and effects of this document. In addition, the Employee hereby acknowledges that neither the Employer nor any of its agents, representatives, or attorneys have made any representations concerning the terms of this Agreement and Release other than those contained herein. 13. The Employee acknowledges that he is fully aware that he remains free to revoke this Agreement and Release for a period of seven (7) days following the execution by him of this 5 Agreement and Release, by providing written notice to the Employer of his intention to revoke within the seven (7) day period in question. The Employee further understands that this Agreement shall not become effective or enforceable until the seven (7) day revocation period has expired. /s/ Charles E. Fernald ---------------------------- Employee Sworn and Subscribed to before me this 10th day of June, 1994. /s/ LINDA M. EPPOLITO - -------------------------------- Notary Public CHEMICAL LEAMAN CORPORATION By: /s/ DENNIS R. COPELAND ------------------------- DENNIS R. COPELAND Title: V.P. Human Resources & Labor Relations Sworn and Subscribed to before me this 9th day of June, 1994. /s/ JEANNE M. EELDYK - -------------------------------- Notary Public 6 APPENDIX "A" 1. Last day worked will be Friday, June 17, 1994. 2. A bonus of $90,000 will be paid to the Employee upon acceptance of this agreement. 3. Employee will begin a paid Leave of Absence starting June 18, 1994 and will be paid as follows: a. June 18, 1994 to June 17, 1995; $131,729 b. June 18, 1995 to June 17, 1996; $100,000 c. June 18, 1996 to June 17, 1997; $100,000 d. June 18, 1997 to June 17, 1998; $100,000 e. June 18, 1998 through December 31, 2004 $10,000 per year checks will be paid on a normal pay date cycle and mailed to your home. 4. In return for the above the Employee agrees to make himself available a minimum of ten (10) days per month during the first four years and as requested thereafter. 5. Since this is a paid Leave of Absence pension credit will be accumulated toward retirement. 6. If the Employee obtains paid employment at any time during the second, third or fourth year, the amount to be received will be reduced to $50,000 per year. (If the employment is for a non-profit organization or self-employed, e.g. consulting, and the compensation is less than $50,000, the $100,000 referred to in item two (2) will not be reduced.) If that amount has been exceeded in the year in which other employment is obtained then the payments for that year will cease at the date of employment. 7. Benefits will be continued during the paid Leave of Absence except if other employment is obtained in which benefits are offered, benefits under the Chemical Leaman Corporation plan will cease. 8. Long term disability and short term disability cease as of June 18, 1994. 9. The split dollar policy including cash value will be turned over to the employee. 10. The DBO policy is no longer applicable to the Employee effective June 18, 1994. 11. Vacation Pay: You will be entitled to six (6) weeks of vacation to be paid in a lump sum after June 17, 1994. 7 12. Personal Holiday: You are entitled to one (1) personal holiday for 1994 if this has not yet been taken. 13. 401(k): 401(k) contributions can only be deducted through your last day of active employment which is June 17, 1994. 14. Outplacement: You are eligible to participate in a program at Chemical Leaman's expense to assist you in finding other employment. Any questions pertaining to outplacement should be discussed with Dennis Copeland. 15. Please address any questions regarding benefits to Jean Martin in the Human Resource Department. 8 EX-10.29 36 EMPLOYMENT AGREEMENT June 2, 1995 Chemical Leaman Tank Lines, Inc. and Chemical Leaman Corporation 919 North Michigan Avenue Suite 2900 Chicago, IL 60611 Attention: David R. Hamilton Gentlemen: This will set forth the terms under which I will be employed by Chemical Leaman Tank Lines, Inc. ("Tank Lines") and a member of the Board of Directors of Tank Lines's sole parent, Chemical Leaman Corporation (the "Parent") (Tank Lines and the Parent being collectively referred to as the "Companies"), as follows: 1. I will be President and Chief Executive Officer of Tank Lines, a member of its Board of Directors of the Parent. I will report directly to David R. Hamilton. Mr. Hamilton and George McFadden (the "Shareholders") are the principal and controlling shareholders of the Parent. My employment will commence on or about July 14, 1995. 2. The Companies will pay me a base salary at the rate of $300,000 per year with an annual performance and salary review at the end of each fiscal year of the Companies. In no event will my base salary be reduced. 3. The Companies will pay me a bonus based on targets mutually agreed upon by you and me each year. Presently, Tank Lines sets an operating profit goal each year and the attainment of that goal will result in a bonus to me of 100% of my base salary. The bonus arrangement will not be capped, so that a bonus of more than 100% is possible. If 100% of the goal is not attained, a bonus computed on a sliding scale will be payable. I will be guaranteed a minimum bonus of 50% of my base salary for the remainder of 1995 (prorated on a per diem basis) and for 1996. Each such bonus for each calendar year will be paid at the time the Companies' customarily pay executive bonuses, but no later than 90 days after the completion of the Companies' audit for such calendar year. If I am not employed by the Companies for the entire calendar year, my bonus for that calendar year will be prorated by prorating the targets for that calendar year and prorating the amount of the bonus based on the prorated targets, it being understood, however, that for 1995 and 1996 my bonuses will not be less than the foregoing minimum bonuses for those years prorated on a per diem basis. The Companies will also pay me an annual supplementary bonus for each year on or before January 31st of the following year. The supplementary bonus will be not less than an amount equal to the interest payable under my note(s) referred to in paragraph 8 for the prior calendar year less the amount of any dividends which were paid to me during such prior calendar year on my common stock of the Parent. In the event of the termination of my employment for any reason (including death or disability), I (or, in the case of my death or disability, my representative) shall have the option to require the Companies to purchase for cash all of my stock of the Parent at fair market value. If the Companies and I are unable to agree on the fair market value, we will mutually select a recognized investment banker or appraiser to determine the fair market value of my stock, which decision will be binding. The fees and costs of the appraiser shall be paid by the Companies. 4. I will be entitled to the benefits package made available to other executives at Tank Lines. A copy of a summary of the benefit plans have been furnished to me. In addition, for business purposes, I will be entitled, without cost to me, to the use of a car of my choice supplied by Tank Lines and to a club membership of my choice. The cost of the car cannot exceed a Cadillac or its equivalent. The cost of the club membership which the Companies will pay will be the initiation fee, base dues and reasonable business expenses which I will charge at the club. I will be responsible for my income taxes on the benefit which I receive from the Companies' furnishing me with such car and club membership. I will be entitled to four weeks per year of paid vacation. The Companies will also pay my reasonable relocation expenses to the Philadelphia area which shall include moving expenses, brokerage, legal and other costs of selling my Chicago condominium and points (other than buying down a loan to below market rates) and other costs in connection with purchasing a new home in the Philadelphia area. If my employment is terminated because of a disability, I will be entitled to continue to receive compensation until the disability policy begins to be paid, so that there will be no gap. Upon my death or disability, the Companies will continue to provide health insurance benefits for me and my dependents for the full period provided by COBRA, at no cost to me. As an officer an director of each of the Companies, I will be entitled to the benefit of indemnification and exculpation provisions from each of the Companies, a copy of which have been furnished to me. 5. If I am terminated at any time for any reason other than "Just Cause" within the first three years of my employment, the Companies will pay me severance equal to one year's base salary and will continue to provide health insurance benefits for me and my dependents for one year also, without cost to me. However, if I obtain employment within the one year period, my severance benefits will be reduced by the amount of my compensation from such employment. For purposes of the foregoing, "Just Cause" shall mean: prosecution for a felony; conviction of a misdemeanor involving moral turpitude; my theft from the Companies; and the substantial abandonment of my responsibilities. 6. If, during the first five years of my employment, there is a change of control so that the Shareholders no longer control the Companies and either I am terminated or choose not to work for the Companies under the control of the new owners, the Companies will pay me, upon my termination, an amount equal to two years of my then base salary and provide health benefits for me and my dependents for the two years (if the Companies can do so after using reasonable efforts or, if not, 18 months) following my termination at no cost to me. 7. Upon the commencement of my employment, the Companies shall pay me a sum equal to $366,663 in cash. 8. I hereby agree to purchase from the Parent, and the Parent agrees to sell me, 76 vested shares of common stock of the Parent (or slightly more than 2-1/2% of the outstanding shares of common stock, computed on a fully diluted basis) at a price of $6,000 per share for a total purchase price of $456,000. The purchase price will be paid by my promissory note under which I will be personally liable for a maximum amount of $91,200. The note will be secured by a pledge of my stock to the Parent and will bear interest at the rate of 6.83% per annum. I will be entitled to receive dividends and other distributions on my stock as long as I am not in default under the note. Interest will be payable annually on or before January 31, 2004 or the sale of my shares (to the extent of the net sale proceeds). Concurrently, you have given me a stock certificate representing the shares which I have purchased and I have given you my note. If the Parent hereafter redeems all or substantially all of the so-called "Szabo block" of shares, consisting of 454 shares of common stock of the Parent, the Parent will give me the opportunity then to purchase an additional number of shares of common stock of the Parent at $6,000 per share (to be equitably adjusted for stock splits, etc.). The number will be that number which is necessary to increase my ownership of the outstanding shares of common stock of the Parent on a fully diluted basis to 3% (or slightly more to take into account a rounding-up for a fractional share). The purchase price will be paid by my note, the terms of which will be identical to my note for the initial shares, except for the amount of the principal, and the amount for which I am personally liable (which will be 20% of the original principal amount), and except that the interest rate for the additional shares will be at the then lowest applicable interest rate that will not result in the imputation of interest for federal income tax purposes. 9. I will make and file with the Internal Revenue Service a Section 83(b) election. If the Internal Revenue Service should take the position that my acquisition of any of the shares of common stock of the Parent results in compensation to me, the Companies will pay me a sum equal to my federal, state and local income taxes on such compensation. Such payment shall be grossed up for the amount of such taxes on such payment. 10. Parent hereby grants to me registration rights consisting of (a) one demand registration right after an initial public offering of any capital stock of the Parent provided that the registration can be done on a form S-3 or other available "short form" registration statement, and (b) piggy-back registration rights with respect to all registration statements filed by Parent (other than on form S-4 or S-8). Such piggy-back registration rights shall be on a pro rata basis with the Shareholders. The terms of such demand and piggy-back registration rights shall be customary including my signing customary indemnifications, it being understood, however, that I shall not be required to pay any portion of the costs and expenses in connection with any such registration. The Parent also hereby grants to me pre-emptive rights shall allow me to purchase a proportionate amount of all new securities issued by the Parent to the same extent and on the same terms per share as the Shareholders. 11. The Shareholders hereby grant me tag-along rights so that if either or both of the Shareholders sell stock in the Parent to a third party, they or he will, as a condition of such sale, grant me the right to sell a proportionate number of my shares to the third party for cash at the same price per share and at the same terms as the selling Shareholder(s). 12. I have entered into a non-compete agreement with my present employer which contains the provisions set forth on Exhibit A attached hereto. The Companies agree, at my option, to pay my reasonable attorneys' fees and litigation costs in the event that a lawsuit is brought against me by my former employer for violating those provisions as a result of my employment with the companies, provided that if I exercise my option, the Companies shall have the right reasonably to control the litigation, provided, further, that they will keep me advised of all significant events, they will consult with me as to major decisions and will not be unreasonably withheld. If the attorneys representing me determine that they have a conflict with the Companies, I will be entitled to retain my own attorneys, the fees and costs of which will be paid by the Companies. 13. The Companies will pay the reasonable fees and costs of my attorneys in connection with this letter, provided that the fees shall not exceed $2,500.00. 14. My pre-emptive rights and my tag-along rights set forth in paragraphs 10 and 11 shall terminate upon the completion of an initial public offering of the common stock of the Parent provided such stock is listed on a national stock exchange or traded on the NASDAQ national market. If this letter correctly sets forth our agreement, please sign and return the enclosed copy. Very truly yours, /s/ Philip J. Ringo ------------------------ Philip J. Ringo AGREED AND ACCEPTED: CHEMICAL LEAMAN TANK LINES, INC. By: David R. Hamilton ---------------------------- CHEMICAL LEAMAN CORPORATION By: David R. Hamilton ---------------------------- The undersigned Shareholders agree to comply with the registration, tag-along and pre-emptive rights granted to Philip J. Ringo in paragraphs 10 and 11 of the above letter. /s/ David R. Hamilton ------------------------- David R. Hamilton /s/ George McFadden -------------------------- George McFadden EX-10.30 37 AMENDMENT TO LETTER AGREEMENT EXHIBIT 10.30 Chemical Leaman Corporation Chemical Leaman Tank Lines, Inc. 102 Pickering Way Exton, Pennsylvania 19341 October 31, 1995 Mr. Philip J. Ringo 102 Pickering Way Exton, PA 19341 Re: Amendment No. 1 to Letter Agreement dated June 2, 1995 Dear Mr. Ringo: Reference is hereby made to the letter agreement (the "Letter Agreement") dated June 2, 1995 by and among you, Chemical Leaman Corporation and Chemical Leaman Tank Lines, Inc., which has been joined by David R. Hamilton and George McFadden. Capitalized terms used herein and not otherwise defined herein shall have the meanings ascribed to them in the Letter Agreement. This Amendment No. 1 to Letter Agreement sets forth the terms under which the Letter Agreement will be amended, effective as of the date of your execution below. 1. Your right to require the Companies to purchase for cash all of your stock of the Parent as set forth in Paragraph 3 of the Letter Agreement shall be exercisable by you or your representative only by delivering written notice of such election to each of the Companies within 30 days (60 days if your employment terminates as a result of your death or disability) following the date of the fair market value determination provided for in Paragraph 3 of the Letter Agreement, which will be required to be obtained upon and after the termination of your employment at the request of either you or the Companies. Settlement of the purchase of such stock shall occur on the date set forth in such notice, which date shall under no circumstances be more than 20 days after the date of such notice. 2. If your employment is terminated at any time for Just Cause, the Parent shall have the right (but not the obligation) to purchase all or any portion of the shares of the common stock of the Parent which you own. Such right shall be exercisable by the Parent only by delivering written notice of such election to you within 30 days following the date of the fair market value determination provided for in Paragraph 3 of the Letter Agreement, which will be required to be obtained upon and after the termination of your employment at the request of either you or the Companies. The purchase price for such shares shall be the fair market value thereof (determined in accordance with Paragraph 3 of the Letter Agreement). Settlement of the purchase of such shares shall occur on the date set forth in such notice, which date shall under no circumstances be more than 20 days after the date of such notice. You acknowledge and agree that any such purchase shall constitute a sale, transfer or conveyance of Shares (as defined in the Stock Purchase and Pledge Agreement, dated August 9, 1995, by and between you and the Parent) for consideration and therefore will require you to prepay your Promissory Note to Parent, dated August 9, 1995 in accordance with, and to the extent of, the terms of Section 2(b) thereof. 3. Notwithstanding the provisions of Paragraph 8 of the Letter Agreement, the purchase price to be paid by you in the event the Parent redeems all or substantially all of the "Szabo block" of shares, and in connection therewith you exercise your right under Paragraph 8 of the Letter Agreement to purchase additional shares of common stock of the Parent (the "Paragraph 8 Shares"), shall be equal to $6,000 per Paragraph 8 Share until June 1, 2000. On and after June 2, 2000, the purchase price per Paragraph 8 Share shall be an amount equal to two-thirds (2/3rds) of the fair market value of such Paragraph 8 Shares (determined in accordance with Paragraph 3 of the Letter Agreement). In addition, if you exercise your right under Paragraph 8 of the Letter Agreement to purchase Paragraph 8 Shares at a time when the fair market value of each of such Paragraph 8 Shares is determined (by the Parent and you jointly, or by applicable governmental authority) to exceed your purchase price per share (as equitably adjusted for stock splits, etc.), the Parent will, concurrently with such determination, pay you in cash a bonus equal to the total of the applicable federal, state and local income taxes (computed at the highest individual marginal tax rates) on such excess (grossed up to cover all applicable federal, state and local income taxes on such bonus) for each such Paragraph 8 Share you so purchase. 4. In the event that the Letter Agreement or this Amendment No. 1 requires a fair market value determination pursuant to paragraph 3 of the Letter Agreement, the parties agree to proceed reasonably and in good faith to complete or obtain completion of such determination as promptly as practicable. 5. The Parent shall reimburse you for the reasonable legal fees and expenses of your counsel up to $2,000 incurred in connection with the negotiation and execution of this Amendment No. 1 to Letter Agreement. 6. This Amendment No. 1 to Letter Agreement, together with the Letter Agreement and a Stock Purchase and Pledge Agreement dated August 9, 1995 between you and Chemical Leaman Corporation, constitute the entire agreement among the parties with respect to the subject matter hereof, and may not be amended except by a written instrument signed by the parties hereto. If you are in agreement with the foregoing, please sign where indicated below, and return one original of your signature to the Companies for our records. Very truly yours, CHEMICAL LEAMAN CORPORATION CHEMICAL LEAMAN TANK LINES, INC. By: /s/ David R. Hamilton ------------------------------------- Title: ACCEPTED AND AGREED, THIS _____ DAY OF OCTOBER, 1995, /s/ Philip J. Ringo - -------------------- Philip J. Ringo November 29, 1995 EX-10.31 38 EXCHANGE AGREEMENT EXHIBIT 10.31 THE SHARES OF SERIES B PREFERRED STOCK BEING EXCHANGED PURSUANT TO THIS AGREEMENT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), OR THE SECURITIES LAWS OF ANY STATE. THESE SHARES MAY NOT BE SOLD OR OFFERED FOR SALE IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT FOR THE SHARES UNDER THE ACT AND SUCH STATE LAWS AS MAY BE APPLICABLE, OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED. NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY OTHER FEDERAL OR STATE AGENCY OR AUTHORITY HAS PASSED ON, RECOMMENDED OR ENDORSED THE MERITS OF THIS EXCHANGE OFFERING. ANY REPRESENTATION TO THE CONTRARY IS UNLAWFUL. - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- EXCHANGE AGREEMENT BETWEEN CHEMICAL LEAMAN CORPORATION AND KAREN LLOYD May 22, 1996 - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- EXCHANGE AGREEMENT THIS EXCHANGE AGREEMENT, dated May 22, 1996, is by and between CHEMICAL LEAMAN CORPORATION, a Pennsylvania corporation with offices at 102 Pickering Way, Exton, PA 19341-0200 (the "Company") and Karen Lloyd, an individual residing at 66 Thunderhead Place, Mahwah, New Jersey 07430 (the "Shareholder"). BACKGROUND Prior to March 25, 1996, the so-called "Szabo block" of 454 shares of the common stock of the Company, par value $2.50 per share, was titled as follows: (i) 57 shares were held of record in the name of "Szabo Trust, Frank Lloyd, Trustee" and (ii) 397 shares were held of record in the name of "Frank Lloyd F/B/O Kathryn Szabo" (sic). On March 25, 1996, pursuant to the request of Frank Lloyd, the Company transferred the record and beneficial ownership of 453 of such shares to the Shareholder, Kathleen Szabo and Kristine Szabo, each of whom received 151 shares of the Company's common stock. The Company now desires to exchange the shares of the Company's common stock held by the Shareholder (the "Exchange Shares") for 151 shares of a new Series B Convertible Preferred Stock of the Company, no par value (the "Series B Stock"). The Shareholder desires that the Exchange Shares be exchanged, and that the Company issue to the Shareholder 151 shares of Series B Stock, and the Company desires to exchange the Exchange Shares and to issue the shares of Series B Stock, all upon the terms and subject to the conditions set forth herein. NOW THEREFORE, for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, and intending to be legally bound hereby, the parties hereto hereby agree as follows: 1. Exchange. The Shareholder hereby agrees to exchange the Exchange Shares, representing all of the shares of the capital stock of the Company owned by the Shareholder, for an aggregate of one hundred and fifty one (151) shares of Series B Stock at an exchange ratio of one (1) share of Series B Stock for every one (1) Redemption Share held by the Shareholder (the "Exchange"). The Exchange shall be pursuant to a Company plan of recapitalization under Section 368(a)(1)(E) of the Internal Revenue Code of 1986, as amended, which plan shall be evidenced by this Agreement and the provisions set forth herein. 2. Terms; Effectiveness. This Agreement, together with the terms of the Series B Stock, a designation statement for which is attached hereto as Exhibit I (the "Terms") and incorporated -2- herein by reference, sets forth the terms under which the Company and the Shareholder have agreed to make the Exchange and the rights, preferences and limitations of such Series B Stock. The Exchange shall be effective as of the later of the date of acceptance of this Agreement by the Company and the date of filing of a Statement With Respect To Shares by the Company with respect to the Series B Stock as required by the Pennsylvania Business Corporation Law of 1988, as amended. 3. Payment. The Shareholder shall deliver herewith in payment for the Series B Stock its stock certificate(s) representing the Exchange Shares endorsed in blank, such delivery to constitute the Shareholder's representation and warranty to the Company that the Company is acquiring good title to the common stock represented thereby, free and clear of all liens, claims, encumbrances and other objections to title. The Company agrees to cancel such stock certificates upon delivery thereof and issuance of the Series B Stock. 4. Restrictions on Transferabilitv of the Series B Stock. (a) The Shareholder understands that the sale or transfer of the Series B Stock is subject to restrictions and agrees that: (i) The Series B Stock has not been registered under the Securities Act of 1933, as amended (the "Act"), or any applicable state securities laws by reason of exemptions from the registration requirements of the Act and such laws, and none of the shares of Series B Stock may be offered for sale, sold, transferred or otherwise disposed of in the absence of an effective registration statement for the Series B Stock under the Act and such state securities laws as may be applicable or unless an exemption from such registration is available. The Company is under no obligation to, and has no intention to, register the shares of Series B Stock or comply with any exemption from registration so as to permit any resale and has not represented that at some future date an attempt will be made to register the Series B Stock or to comply with an exemption from registration so as to permit any resale. (ii) There will be no public market for the Series B Stock, and the Shareholder may not be able to sell any of her shares of Series B Stock. Accordingly, the Shareholder must bear the economic risk of her investment for an indefinite period of time. (iii) The Shareholder agrees that she will not sell or offer to sell or transfer and the Company will not record any transfer of any of the shares of Series B Stock or any interest therein without registration under the Act and applicable state -3- securities laws or an exemption from such registration that has been acknowledged by the Company, after receipt of an opinion of counsel for the Shareholder, in form and substance and from counsel reasonably satisfactory to the Company, that such registration is not required. (iv) The shares of Series B Stock will bear a legend to such effect. (v) The Company will make a notation on its transfer books to such effect. (b) The Shareholder has read the Terms in their entirety and understands and agrees that the Transfer (as defined in the Terms) of the Series B Stock is restricted by the Company's right of first refusal as provided in Section 10 of the Terms of the Series B Stock. The Shareholder agrees that she will not, directly or indirectly, by operation of law or otherwise, transfer, sell, encumber, pledge, hypothecate, alienate or dispose of any of the shares of Series B Stock without first complying with the terms and conditions of this Agreement and the Terms, including without limitation, the Company's right of first refusal contained therein. 5. Representations and Warranties of Shareholder. The Shareholder represents and warrants to the Company that: (a) Investment. The Shareholder is acquiring the Series B Stock hereunder in exchange for her shares of the Company's common stock for her own account for the purpose of investment and not with a view to or for sale in connection with any distribution thereof. The Shareholder has no present arrangement, understanding or agreement for transferring or disposing of all or any part of the Series B Stock. The Shareholder understands that the Series B Stock is being offered and sold in reliance on specific exemptions from the registration requirements of Federal and state law and that the Company is relying upon the truth and accuracy of the representations, warranties, agreements, acknowledgements and understandings set forth herein in order to determine the applicability of such exemptions and the suitability of the Shareholder to acquire the Series B Stock. (b) Experience. The Shareholder, upon advice of her counsel and financial advisor, has such knowledge of financial and business matters that she is capable of evaluating the merits and risks of the prospective investment and is able to bear the economic risks of the investment. Specifically, the Shareholder has sufficient knowledge with the business of the Company and understands the risks associated with the Company's business. (c) Disclosure. The Shareholder has received and carefully read the Company's financial statements for the years -4- ended December 31, 1995 and December 31, 1994. Other than as may be set forth herein and in the Terms, the Shareholder has not received any other written material or oral representation of any person with respect to the Company or this Agreement. Further, the Shareholder has had the opportunity to ask questions of, and receive answers from, officers and directors of the Company and persons acting on its behalf concerning the terms and conditions of this Agreement. The Shareholder has received sufficient information relating to the Company to enable her to make an informed decision with respect to the Exchange. (d) Authorization of Agreement. The Shareholder has the legal capacity to execute, deliver and perform this Agreement. This Agreement constitutes the legal, valid and binding obligation of the Shareholder. (e) Effect of Agreement. The execution and delivery by the Shareholder of this Agreement and the consummation of the transactions contemplated hereby will not violate any law or regulation, any judgment, award or decree or any indenture, agreement or other instrument to which the Shareholder is a party, or by which the Shareholder or any of her properties or assets is bound, or conflict with, result in a breach of or constitute (with due notice or lapse of time or both) a default under, any such indenture, agreement or other instrument, or result in the creation or imposition of any lien, charge, security interest or encumbrance of any nature whatsoever upon any properties or assets of the Shareholder. (f) No Approvals: No Conflicts. No approval, authorization, consent or order or action of or filing with any court, administrative agency, other governmental authority or third party is required for the execution and delivery by the Shareholder of this Agreement or the consummation of the transactions contemplated hereby. (g) Authority of Trustee to Request Prior Transfer. The Exchange Shares were issued to the Shareholder by the Company pursuant to the request of Frank Lloyd, Trustee under the Will of Joseph Szabo F/B/O Kathryn Szabo (the "Trust"). The trustee of the Trust is Frank Lloyd. Under the terms of the instrument creating the Trust, the trustee thereof has the authority to request and effectuate the transfer of the Exchange Shares into the Shareholder's name without the approval of any beneficiary or other party. No other approval, authorization, consent or order or action of or filing with any court, administrative agency, other governmental authority or third party was required on the part of the Trust, the trustee thereof, or any beneficiary thereof for the transfer of the Exchange Shares into the Shareholder's name. (h) Information Regarding Shareholder. All information which the Shareholder has provided to the Company -5- concerning such Shareholder, such Shareholder's financial position and such Shareholder's knowledge of financial and business matters, is true and complete as of the date hereof. (i) Status. (i) The Shareholder is a resident of the State of New Jersey. The Shareholder is a citizen of the United States of America and is at least 21 years of age. (ii) The Shareholder is an "accredited investor," as such term is defined in Rule 501 of Regulation D under the Act. (j) Risk Factors: Additional Representations and Warranties. (i) The Shareholder recognizes that her investment in the Company is speculative and involves substantial risks, and the Shareholder has taken full cognizance of and understands and can evaluate all of the risks in connection with the Exchange contemplated herein. The Shareholder acknowledges that these risks include, without limitation, the following: (A) The Company and its operations are subject to all the risks inherent in the operation of a business in the trucking industry, including environmental problems which may arise from the transportation of chemicals. The likelihood of the success of the Company must be considered in light of the problems, complications and delays frequently encountered in connection with the trucking industry, including environmental problems which may arise from the transportation of chemicals. There can be no assurance that the Company will continue to be able to operate at a profit. (B) The Series B Stock represent a minor portion of the outstanding capital stock of the Company. Thus, it can be expected that the current majority owners of the Company's common stock, by virtue of their percentage share ownership, will continue to have the unrestricted ability to determine the composition of the Board of Directors and the policies of the Company. (C) There can be no assurance that the operations of the Company will generate sufficient income to enable the Company to declare or pay dividends on or make distributions with respect to the Series B Stock, or that such dividends shall be permitted by the terms of the Senior Debt (as such term is defined in Section 11 of the Terms). (ii) The Shareholder recognizes that: -6- (A) The price for which the shares of Series B Stock are being offered bears no relationship to conventional criteria such as book value or earnings per share, but has been determined by negotiation and is not based on or tied to the market value of the Company's common stock, the current or anticipated profits of the Company, or any particular financial standard. (B) Unless converted into shares of the Company's common stock in accordance with the Terms (in which case, the Shareholder will forfeit all of the preferences, priorities and other rights to which the Shareholder is entitled as a holder of shares of Series B Stock), the Shareholder will not be able to receive the benefit of any appreciation in the value of the Company's common stock, and regardless of any such increase, will be entitled solely to the dividends (and other rights) set forth in the Terms of the Series B Stock. (C) The Company does not represent or has it been implied that any of the shares of Series B Stock has or will have a market value or could be resold at the price for which the shares of Series B Stock are being offered hereby. (iii) The Shareholder acknowledges that no federal, state or foreign agency has passed upon, recommended or endorsed the merits of the Series B Stock or the Exchange. 6. Information. The Shareholder acknowledges and agrees that all documents, records and books pertaining to the Company and the Exchange have been made available for inspection by her and her representatives. The Shareholder acknowledges and agrees that she has reviewed and understands the voting rights, designations, preferences, qualifications, privileges, limitations, restrictions and other special rights of the Series B Stock (as set forth in the Terms) and of the Series C Cumulative Preferred Stock being issued by the Company in connection with the consummation of the transactions contemplated herein. 7. Exchange Irrevocable by Shareholder. The Shareholder acknowledges and agrees that she is not entitled to cancel, terminate or revoke this Agreement or any of its agreements hereunder and that the Exchange and such agreements shall survive absolutely. 8. Brokers. The Shareholder represents and warrants that no broker or finder has acted for her in connection with the Exchange and no broker or finder is entitled to any broker's or finder's fee or other commission in connection therewith based on any agreement between Shareholder and any broker or finder. 9. Representations of the Company. The Company represents and warrants to the Shareholder as follows: -7- (a) The Company is a corporation duly organized, validly existing and in good standing under the Laws of the Commonwealth of Pennsylvania. The Company has the corporate power and authority to own its properties and conduct its business as currently conducted. The Company is in good standing in each other jurisdiction where it is presently conducting business wherein the failure so to qualify would have a material adverse effect on the financial condition, businesses or properties of the Company. (b) The execution and delivery by the Company of this Agreement, the performance by the Company of its covenants and agreements hereunder, and the consummation by the Company of the transactions contemplated hereby have been duly authorized by all necessary corporate action. This Agreement has been duly executed and delivered by the Company and constitutes the valid and binding obligation of the Company, enforceable against the Company in accordance with its terms. Neither the execution and delivery by the Company of this Agreement, nor, assuming the representations made herein by the Shareholder are true, complete and correct as of the date hereof and the date of such performance, the consummation of the transactions contemplated hereby, will conflict with or violate any of the terms, conditions or provisions of its articles of incorporation or by-laws or any material law, statute, regulation, decree, judgment or order applicable to the Company, or conflicts with or will result in any breach of any of the material terms of or constitute a material default under or result in the termination of or the creation of any lien pursuant to the terms of any material contract or agreement to which the Company is a party or by which the Company or any of the material assets of the Company is bound. (c) The shares of Series B Stock have been duly authorized and, when issued in accordance with this Agreement, will be validly issued, fully paid and nonassessable. The Series B Stock has the voting rights, designations, preferences, qualifications, privileges, limitations, restrictions and other special rights as set forth in the Terms. 10. Indemnification and Hold Harmless. The Shareholder, on the one hand, and the Company, on the other hand, agrees that if she or it (as the case may be) breaches any agreement, representation or warranty that she or it (as the case may be) has made in this Agreement, she or it (as the case may be) shall indemnify and hold harmless the other party and (as the case may be) its trustees, administrators, officers and directors against any claim, liability, loss, damage or expense (including reasonable attorneys' fees and other costs of investigating and litigating claims) caused, directly or indirectly, by such breach. All such representations shall survive the delivery of this Agreement and the Exchange contemplated herein. -8- 11. Notices. Notices to the Shareholder or the Company in connection with the matters contemplated hereby shall be deemed to be sufficiently given when hand delivered or when sent by registered or certified mail or overnight courier addressed as follows: To the Company at: 102 Pickering Way Exton, PA 19341-0200 Attention: David M. Boucher To the Shareholder at: c/o Frank Lloyd, Esquire Harwood Lloyd 130 Main Street Hackensack, NJ 07601 12. Gender; Number. All pronouns and other words used herein shall include all genders and the singular and the plural as the context requires. 13. Headings. The headings of the Sections located herein are for convenience only, and they are not part of this Agreement and shall not affect its interpretation. 14. Survival. This Agreement shall survive the Exchange of the Exchange Shares for the Series B Stock. 15. Applicable Law. This Agreement shall be governed by and be construed in accordance with the internal laws of the Commonwealth of Pennsylvania. 16. Assignment. This Agreement may not be assigned by the Shareholder, in whole or in part, without the prior written consent of the Company. 17. Entire Agreement. This Agreement, including the Exhibits hereto, constitutes the entire understanding and agreement between the parties hereto with respect to the subject matter hereof, and supersedes all prior agreements and understandings, inducements and conditions, express or implied, oral or written. 18. Counterparts. This Agreement may be executed in one or more counterparts, each of which shall be deemed to be an -9- original, and all of which, when taken together, shall constitute one and the same instrument. IN WITNESS WHEREOF, the parties hereto have executed this Agreement the date first above written. /s/ Karen Lloyd ------------------------------- Karen Lloyd CHEMICAL LEAMAN CORPORATION By: /s/ David M. Boucher ------------------------------- CFO and Senior Vice President -10- SERIES B CONVERTIBLE PREFERRED STOCK 1. Designation and Amount. The designation of this series of capital stock shall be "Series B Cumulative Convertible Preferred Stock," no par value per share (the "Series B Stock") of Chemical Leaman Corporation, a Pennsylvania corporation (the "Corporation"). The number of shares, powers, terms, conditions, designations, preferences and privileges, relative, participating, optional and other special rights, and qualifications, limitations and restrictions, if any, of the Series B Stock shall be as set forth herein. The number of authorized shares of the Series B Stock is 151. 2. Definitions. All capitalized terms used herein which are not defined when first used, are defined in Section 11 hereof. 3. Ranking. Except for the shares of Series A Preferred Stock of the Corporation, which shall be senior to the Series B Stock, no class or series of capital stock of the Corporation shall be issued which shall be senior in priority in any way to the Series B Stock while any of the shares thereof are issued and outstanding. The Corporation's shares of Series B Stock shall rank, as to dividends and upon Liquidation, (i) equally with each other, (ii) equally with shares of the Corporation's Series C Preferred Stock (the "Series C Stock"), (iii) senior and prior to the Corporation's Common Stock, and (iv) senior to, or on a parity with, classes or series of capital stock (other than the Corporation's Common Stock and Series A Preferred Stock) hereafter issued by the Corporation. 4. Dividends. (a) General Dividend Rights. The Holder of each share of Series B Stock shall be entitled to receive, before any dividends shall be declared by the Board of Directors of the Corporation on the Common Stock or on any other capital stock of the Corporation which is junior to the Series B Stock with respect to dividends, out of funds which the Board of Directors determines, in its sole discretion, to be legally available for that purpose, dividends in cash at the rate of six percent (6%) of the Series B Stated Value per share per annum (or $360.00), and no more, accruing from the Series B Issuance Date payable quarterly in arrears on such days as may be determined by the Board of Directors in accordance with the terms hereof; provided, however, that no dividend on the Series B Stock shall be paid if -11- and to the extent such payment will cause a default under the Senior Debt. (b) Payment. Accrued Dividends on the Series B Stock for each Dividend Period shall be payable on the Dividend Payment Date relating to such Dividend Period, subject to the limitations set forth above. (c) Priority. Dividends on shares of Series B Stock shall be cumulative from the Series B Issuance Date (whether or not there shall be net profits or net assets of the Corporation legally available for the payment of such dividends) so that, if at any time Full Cumulative Dividends upon the Series B Stock to the end of the last completed Dividend Period have not been paid or declared and a sum sufficient for payment thereof set apart, then the amount of the deficiency in such dividends must be fully paid (but without interest) or dividends in such amount must be declared on the shares of the Series B Stock and a sum sufficient for the payment thereof must be set apart for such payment before any dividend shall be declared or paid or any other distribution ordered or made upon the Common Stock or any other class or series of the Corporation's capital stock which is junior to the Series B Stock with respect to dividends (other than a dividend payable in Common Stock or other class or series of capital stock of the Corporation) and before any sum or sums be set aside for or applied to the mandatory redemption at the option of the holder of any shares of any Common Stock or any other class or series of the Corporation's capital stock which is junior to the Series B Stock with respect to dividends. All dividends declared upon the Series B Stock shall be declared pro rata per share; provided that no dividends shall be paid on any shares of Series B Stock unless proportionate dividends are also paid on all shares of Series C Stock outstanding at the time of payment. No cash dividends shall be declared, set apart for payment or paid in respect of any Dividend Period on any class or series of capital stock of the Corporation which is on a parity with the Series B Stock with respect to dividends if Accrued Dividends for any prior Dividend Period have not been paid in full, unless cash dividends shall likewise be or have been declared and set apart for payment on all shares of Series B Stock at the time outstanding ratably with such other classes or series in accordance with the sums which would otherwise be payable on such shares if all dividends were declared and paid in full; but in no event to exceed, with respect to the Series B Stock, the Accrued Dividends up to and including the immediately preceding Dividend Payment Period. Holders of shares of Series B Stock shall not be entitled to any dividends, whether payable in cash, property or stock, in excess of the Full Cumulative Dividends at the rate set forth above. (d) Record Date. The Accrued Dividends paid on any Dividend Payment Date shall be payable to the Holders of record of the Series B Stock on the last day of the Dividend Period relating to such Dividend Payment Date. -12- (e) Partial Payment. If the entire amount of Accrued Dividends as of the end of any Dividend Period cannot be paid on the Dividend Payment Date therefor, the unpaid balance of the Accrued Dividends shall be paid on the succeeding Dividend Payment Dates as, when and to the extent permitted by the terms hereof. 5. Liquidation Rights. (a) General Liquidation Rights. With respect to rights on Liquidation, the shares of Series B Stock shall rank (i) equally with each other, (ii) equally with shares of Series C Stock, (iii) senior and prior to the Corporation's Common Stock, and (iv) senior to, or on a parity with, classes or series of capital stock (other than the Corporation's Common Stock) hereafter issued by the Corporation. (b) Priority Right. In the event of any Liquidation, the Holders of the Series B Stock shall be entitled to receive out of the assets of the Corporation legally available for distribution to its shareholders, whether from capital, surplus or earnings, before any payment shall be made to the holders of Common Stock or any other class or series of stock ranking on Liquidation junior to such Series B Stock, an amount per share equal to the Series B Stated Value, plus the Accrued Dividends from the Series B Issuance Date until the date of Liquidation. (c) Partial Payment. If, upon any Liquidation, the assets of the Corporation available for distribution to its shareholders shall be insufficient to pay the Series B Shareholders the full amount and to which each of them shall be entitled, then the Series B Shareholders shall share ratably with all other classes and series of capital stock of the Corporation which is on a parity with the Series B Stock with respect to rights on Liquidation in any distribution of assets according to the respective amounts which would be payable to them in respect of the shares held upon such distribution if all amounts payable on or with respect to such shares were paid in full. 6. Shareholder Right to Require Redemption. (a) Redemption Right. At the request of the Holder or Holders of any of the shares of Series B Stock then outstanding (individually, a "Requesting Series B Holder") made at any date after the tenth (10th) anniversary of the Series B Issuance Date, the Corporation shall redeem (unless otherwise prevented by law or by the terms of the Senior Debt), at the Series B Redemption Price, all or any portion of the Series B Stock owned of record by such Requesting Series B Holder on the date of receipt by the Corporation of a Series B Redemption Notice from the Requesting Series B Holder. Each Requesting Series B Holder who desires to have any of the Series B Stock owned of record by such Requesting Series B Holder redeemed shall -13- specify in a written notice to the Corporation the number of shares which the Requesting Series B Holder elects to redeem (a "Series B Redemption Notice"), in accordance with section 6(c) hereof. The Corporation shall redeem (unless otherwise prevented by law or by the terms of the Senior debt) the shares of Series B Stock being requested to be redeemed by each Requesting Series B Holder on the Series B Redemption Date, which shall be no later than ninety (90) days after the date on which the Corporation shall first receive a Requesting Series B Holder's Series B Redemption Notice, and the Corporation shall promptly advise each Requesting Series B Holder of such Series B Redemption Date or of the relevant facts applicable thereto preventing such redemption. At any time on or after the Series B Redemption Date, the Requesting Series B Holder shall be entitled to receive the Series B Redemption Price for each of the shares of Series B Stock held by such Holder upon actual delivery to the Corporation or its transfer agent of the certificate(s) representing the shares to be redeemed. No Holder of Series B Stock may deliver to the Corporation a Series B Redemption Notice, or request the redemption of any of such Holder's shares of Series B Stock in any manner whatsoever (except following the receipt of a Series B Corporation Notice in accordance with the provisions of Section 6(c) hereof and pursuant thereto) for a period of six (6) months following the delivery of a Series B Redemption Notice to the Corporation pursuant to this Section 6(a). (b) Cancellation of Shares. On and after the Series B Redemption Date, all rights of any Requesting Series B Holder with respect to the shares of Series B Stock being redeemed pursuant to a Series B Redemption Notice delivered by the Requesting Series B Holder pursuant to Section 6(a) except the right to receive the Series B Redemption Price per share of Series B Stock as hereinafter provided, shall cease and terminate, and such shares of Series B Stock shall no longer be deemed to be outstanding, whether or not the certificates representing such shares have been received by the Corporation; provided, however, that if the Corporation defaults in the payment of the Series B Redemption Payment, the rights of the Requesting Series B Holder to be redeemed shall continue until the Corporation cures such default. (c) Series B Redemption Notice. Each Requesting Series B Holder shall send its Series B Redemption Notice pursuant to this Section 6 by first-class, certified mail, return receipt requested, postage prepaid, by hand delivery, or by recognized overnight courier, to the Corporation at its principal place of business to the attention of the President, the Chief Financial Officer, or to any transfer agent of the Corporation. The Corporation shall, within twenty (20) business days after the receipt of the Series B Redemption Notice, notify all other Series B Shareholders and all Series C Shareholders of the request by a Requesting Series B Holder for the redemption of Series B Stock or the request by a Series C Shareholder for the redemption of Series C Stock, as the case may be (the "Series B -14- Corporation Notice"). If any Series B Shareholder thereafter desires to redeem all or any portion of the Series B Stock owned of record by such Series B Shareholder, each such Series B Shareholder shall send a Series B Redemption Notice that shall be received by the Corporation within twenty (20) days after the date of the Series B Corporation Notice, and such Series B Shareholder shall be deemed to be a Requesting Series B Holder. In the event Series B Stock is to be redeemed by the Corporation solely as a result of the Series B Stockholders' receipt of a notice from the Corporation to the effect that shares of Series C Stock are to be redeemed, the Series B Redemption Date shall be the same date as the date that such shares of Series C Stock shall be redeemed. (d) Partial Redemption. If, on the Series B Redemption Date, less than all the shares of Series B Stock and Series C Stock (if any) requested to be redeemed may (i) be legally redeemed by the Corporation or (ii) be redeemed without causing a default under the Senior Debt, the redemption of such Series B Stock and Series C Stock (if any) shall be pro rata based upon the number of outstanding shares of Series B Stock and Series C Stock (if any) then owned by each Requesting Series B Holder and each Series C Holder so requesting redemption (as the case may be), and any shares of Series B Stock and Series C Stock (if any) not redeemed shall be redeemed, at the holder's election, on any date following such Series B Redemption Date on which the Corporation may lawfully redeem such shares or may redeem such shares under the terms of the Senior Debt (as the case may be). Upon redemption of only a portion of the number of shares covered by a Series B Stock Certificate, the corporation shall issue and deliver to or upon the written order of the Holder of such Series B Stock Certificate, at the expense of the Corporation, a new certificate covering the number of shares of the Series B Stock representing the unredeemed portion of the Series B Stock Certificate, which new certificate shall entitle the Holder thereof to all the rights, powers and privileges of a Holder of such shares. (e) Payment. Payment of the Series B Redemption Price by the corporation shall be in the form of a check of the corporation payable to each Requesting Series B Holder mailed to the address of each such Requesting Series B Holder as shown on the Corporation's transfer books. (f) No Sinking Fund. Shares of the Series B Stock are not subject to or entitled to the benefit of any sinking fund. (g) Redeemed Shares to be Canceled. Series B Stock redeemed pursuant to this Section 6 will be automatically canceled and will not under any circumstances be reissued, sold or transferred. -15- 7. Corporation Right of Redemption. (a) Redemption Right. The Series B Stock is subject to redemption by the Corporation at its election in whole or in part at any time after the tenth (10th) anniversary of the Series B Issuance Date for the Series B Redemption Price. (b) Payment. Payment of the Series B Redemption Price by the Corporation shall be in the form of a check of the Corporation payable to each Holder of Series B Stock mailed to the address of each such Holder as shown on the Corporation's transfer books. (c) Partial Redemption. If less than all of the outstanding shares of the Series B Stock are redeemed at any time, such redemption shall be in integral multiples of $6,000 of Series B Stated Value, plus all Accrued Dividends for such shares, and shall be made pro rata among the Holders of the Series B Stock based on the number of outstanding shares of Series B Stock held by each. If fractional shares are so redeemed then the Series B Redemption Price therefor shall be the applicable percentage of the Series B Stated Value and Accrued Dividends. In case less than the total number of shares represented by a certificate are redeemed, a new certificate representing the number of unredeemed shares will be issued to the Holder thereof without cost to such Holder. (d) Dividends After Series B Redemption Date. No share of Series B Stock is entitled to any dividends calculated after its Series B Redemption Date, and on such Series B Redemption Date all rights of the Holder of such shares, as a shareholder of the Corporation by reason of the ownership of such share, will cease, except the right to receive the Series B Redemption Price of such share upon presentation and surrender of the certificate representing such share, and such share will not be deemed to be outstanding after such Series B Redemption Date; provided, however, that if the Corporation defaults in the payment of the Series B Redemption Payment, the rights of the Holder of the Series B Stock to have been redeemed shall continue until the Corporation cures such default. (e) Notice of Redemption. The Corporation shall mail written notice of each redemption of shares of Series B Stock stating the Series B Redemption Date, the Series B Redemption Price and the manner of redemption by certified or registered mail, return receipt requested, or by any national overnight delivery service, to each Holder of the Series B Stock at the address for such Holder as shown on the Corporation's transfer books, not less than ten (10) days prior to the Series B Redemption Date. Any such notice of redemption may be qualified or unqualified, in which latter event, the Corporation will become obligated to redeem the total principal amount of Series B Stock specified therein on the Series B Redemption Date. -16- (f) Redeemed Shares to be Canceled. Series B Stock redeemed pursuant to this Section 7 will be automatically canceled and will not under any circumstances be reissued, sold or transferred. 8. Conversion into Shares of Common Stock. (a) The Holders of any shares of Series B Stock shall each have the right, at any time and from time to time, to convert any of such shares of Series B Stock into an equal number of fully paid and nonassessable shares of Common Stock, subject to adjustment as set forth in Section 8(e) below. (b) The Holders of any shares of Series B Stock may exercise the conversion right pursuant to Section 8(a) hereof as to any shares thereof by delivering to the Corporation during regular business hours, at the office of any transfer agent of the Corporation for the Series B Stock, or at such other place as may be designated by the Corporation, the certificate or certificates for the shares to be converted, duly endorsed or assigned in blank or to the Corporation (if required by it), accompanied by written notice stating that the holder elects to convert such shares and stating the name or names (with address) in which the certificate or certificates for the shares of Common Stock are to be issued. Conversion shall be deemed to have been effected on the date when the aforesaid delivery is made (the "Conversion Date"). As promptly as practicable thereafter, the Corporation shall issue and deliver to or upon the written order of such Holder, to the place designated by such Holder, a certificate or certificates for the number of full shares of Common Stock to which such Holder is entitled, and a check or cash in respect of (x) any fractional interest in a Common Share as provided in Section 8(d) hereof and (y) all Accrued Dividends which remain unpaid as of the Conversion Date. Each person in whose name the certificate or certificates for shares of Common Stock are to be issued shall be deemed to have become a shareholder of record on the applicable Conversion Date unless the transfer books of the Corporation are closed on that date, in which event he or she shall be deemed to have become a shareholder of record on the next succeeding date on which the transfer books are open. Upon conversion of only a portion of the number of shares covered by a certificate representing shares of Series B Stock, surrendered for conversion, the Corporation shall issue and deliver to or upon the written order of the holder of the certificate so surrendered for conversion, at the expense of the Corporation, a new certificate covering the number of shares of Series B Stock, representing the unconverted portion of the certificate so surrendered, which new certificate shall entitle the holder thereof to dividends on the shares of Series B Stock, represented thereby to the same extent as if the certificate theretofore covering such uncontroverted shares had not been surrendered for conversion. -17- (c) No fractional shares of Common Stock or scrip shall be issued upon conversion of shares of Series B Stock. If more than one share of Series B Stock shall be surrendered for conversion at any one time by the same Holder, the number of full shares of Common Stock issuable upon conversion thereof shall be computed on the basis of the aggregate number of shares of Series B Stock, so surrendered. Instead of any fractional shares of Common Stock which would otherwise be issuable upon conversion of any shares of Series B Stock, the Corporation shall pay a cash adjustment in respect of such fractional interest in an amount equal to the price paid for a share of Common Stock in the Event of Conversion or Optional Event of Conversion (as the case may be) multiplied by such fractional interest, or if a fixed dollar price per share is not paid, an amount determined by the Board of Directors of the Corporation in good faith. Fractional interests shall not be entitled to dividends, and the Holders of fractional interests shall not be entitled to any rights as shareholders of the Corporation in respect of such fractional interest. (d) The number of shares of Common Stock to be issued upon conversion of Series B Stock shall be subject to adjustment from time to time as follows: (i) If, at any time after the Series B Issuance Date, the number of shares of Common Stock outstanding is increased by a stock dividend payable in shares of Common Stock or by a subdivision or split-up of shares of Common Stock, then, following the record date fixed for the determination of Holders of shares of Common Stock entitled to receive such stock dividend, subdivision or split-up, the number of shares of Common Stock issuable upon conversion shall be appropriately increased in proportion to such increase in outstanding shares. (ii) If, at any time after the Series B Issuance Date, the number of shares of Common Stock outstanding is decreased by a combination of the outstanding shares of Common Stock then, following the record date for such combination, the number of shares of Common Stock issuable upon Conversion shall be appropriately decreased in proportion to such decrease in outstanding shares. (iii) In case, at any time after the Series B Issuance Date, of any reclassification of the stock of the Corporation (other than a change in par value or from par value to no par value or from no par value to par value or as a result of a stock dividend or subdivision, split-up or combination of shares), or the merger or consolidation of the Corporation (other than a consolidation or merger in which the Corporation is the continuing corporation and which does not result in any change in the shares of Common Stock), each share of Series B Stock shall after such reorganization, reclassification, merger or consolidation be (unless, in the case of a merger or consolidation, such merger or consolidation constitutes a Merger, Consolidation or Sale) convertible into the kind and number of -18- shares of stock or other securities or property of the Corporation or of the Corporation resulting from such merger or consolidation to which the Holder of the number of shares of Common Stock deliverable (immediately prior to the time of such reorganization, reclassification, merger or consolidation) upon conversion of such share would have been entitled upon such reorganization, reclassification, merger or consolidation. The provisions of this Section 8(e) shall similarly apply to successive reorganizations, reclassifications, mergers or consolidations. (e) The Corporation shall pay all documentary, stamp or other transactional taxes attributable to the issuance or delivery of shares of capital stock of the Corporation upon conversion of shares of Series B Stock; provided, however, that the Corporation shall not be required to pay any taxes which may be payable in respect of any transfer involved in the issuance or delivery of any certificate for such shares in a name other than that of the Holder of the shares of Series B Stock in respect of which such shares are being issued. (f) The Corporation shall reserve and at all times from and after the Series B Issuance Date keep reserved free from preemptive rights, out of its authorized but unissued shares of Common Stock, solely for the purpose of effecting the conversion of the shares of Series B Stock sufficient shares to provide for the conversion of all outstanding shares of Series B Stock. (g) All shares of Common Stock which may be issued in connection with the conversion provisions set forth herein will, upon issuance by the Corporation, be validly issued, fully paid and nonassessable with no personal liability attaching to the ownership thereof and free from all taxes, liens or charges with respect thereto. (h) Once converted pursuant to the provisions hereof, shares of Series B Stock so converted shall be canceled and not subject to reissuance, and such converted shares shall, without any action on the part of the Corporation or the shareholders of the Corporation, be eliminated from the authorized capital of the Corporation. (i) The Corporation shall give each Holder of Series B Stock at least thirty (30) days prior written notice of the Corporation's intent to consummate a Notice Event. 9. Voting Rights. Except as otherwise required by law, the Holders of the Series B Stock shall have no voting power and no right to notice of shareholders' meetings, and no owner or Holder of the Series B Stock shall, as such a Holder, have the right to participate in any action of any nature taken by the Corporation or the holders of Common Stock. -19- 10. Restrictions on Transferability of the Series B Preferred Stock; Right of First Refusal. (a) The Holders of the Series B Stock shall not Transfer (as defined in Section 10(b) below) or offer to Transfer any of the shares of Series B Stock or any interest therein without registration under the Securities Act of 1933, as amended, and applicable state securities laws, or an exemption from such registration that has been acknowledged by the Corporation, after receipt of an opinion of counsel in form and substance and from counsel reasonably satisfactory to the Corporation that such registration is not required. (b) (i) No Holder shall transfer, sell, donate, pledge or otherwise dispose of or encumber (collectively, "Transfer") any of his or her Series B Stock except as provided in this Section 10(b). (ii) In the event a Holder desires to Transfer all or any portion of his or her Series B Stock now owned or hereafter acquired, such Holder (the "Series B Transferor") shall first obtain a bona fide written offer which he or she desires to accept (the "Offer") to purchase all (and not less than all) of the Series B Stock which such Holder desires to transfer for a fixed cash price (which may be payable over time) (the "Offered Series B Stock"). The Offer shall set forth its date, the proposed price per share of Series B Stock represented by the Offered Series B Stock, and the other terms and conditions upon which the purchase is proposed to be made, as well as the name and address of the prospective purchaser. The term "prospective purchaser" as used herein shall mean the prospective record owner or owners of the Offered Series B Stock and all other persons and entities proposed to have a beneficial interest in the Offered Series B Stock. The Series B Transferor shall transmit copies of the Offer to the Corporation within seven (7) days after his or her receipt of the Offer. Transmittal of the Offer to the Corporation by the Series B Transferor shall constitute an offer by the Series B Transferor to sell all of the Offered Series B Stock to the Corporation at the price and upon the terms set forth in the Offer. For a period of thirty (30) days after the submission of the Offer to the Corporation, the Corporation shall have the option, exercisable by written notice to the Series B Transferor, to accept the Series B Transferor's offer as to all (and only all) of the Offered Series B Stock at the price and (subject to the following provisions of this Section 10(b)) upon the terms set forth in the Offer. If the Corporation does not exercise its rights to purchase all of the Offered Series B Stock within the period set forth in this Section, the rights shall terminate; provided, however, that if the proposed Transfer to the prospective purchaser is not consummated in accordance with the terms and conditions of the Offer, the Series B Transferor shall not be entitled to Transfer the Offered Series B Stock unless it is first reoffered to the Corporation on the different terms and -20- conditions in accordance with the foregoing procedures of this Section. Moreover, if the Offered Series B Stock is not Transferred to the prospective purchaser pursuant to the terms and conditions of the Offer within a period of ninety (90) days after a copy of the Offer is received by the Corporation, the Offered Stock may not be Transferred pursuant to this Section until it has been reoffered to the Corporation in accordance with the foregoing procedures of this Section. (iii) Settlement for the purchase of Offered Series B Stock by the Corporation pursuant to this Section shall be made within thirty (30) days following the date of exercise of the Corporation's option. All settlements for the purchase and sale of Offered Series B Stock shall, unless otherwise agreed to by the Corporation and Series B Transferor, be held at the principal offices of the Corporation during regular business hours. The precise date and hour of settlement shall be fixed by the Corporation (within the time limits allowed by the provisions of this Section) by notice in writing to the Series B Transferor given at least five (5) days in advance of the settlement date specified. At settlement, the Offered Series B Stock being sold shall be delivered by the Series B Transferor to the Corporation, duly endorsed for transfer or with executed stock powers attached, with any necessary documentary and transfer tax stamps affixed by the Series B Transferor. In the event of the purchase of Offered Series B Stock by the Corporation, the Corporation shall pay the purchase price either (A) in cash or by check at settlement or (B) pursuant to the payment terms set forth in the Offer. (iv) In connection with, and as a condition of, permitting any Transfer or delivery of stock certificates under this Section, the Corporation may require the Series B Transferor to pay to it a sufficient sum to enable it to pay, or to reimburse it for any payment made in respect of, any stamp tax or other governmental charge in connection with such transfer or delivery. (v) This Section shall not apply to a Transfer of Stock by a Holder to such Holder's spouse, parents, siblings or lineal descendants of any such persons or to a trust for the benefit of any of the foregoing. 11. Definitions. As used herein, the following terms shall have the corresponding meanings: "Accrued Dividends" shall mean Full Cumulative Dividends to the date as of which dividends on the relevant series of stock are to be computed, less the amount of all dividends paid upon the relevant share of such series of stock. "Business Day" shall mean any day other than a Saturday, a Sunday or public holiday in the state where the principal executive office of the Corporation is located. -21- "Dividend Payment Date" shall mean, as to each respective Dividend Period, the day on which the Accrued Dividends are paid, which shall be on the last day of each such Dividend Period. "Dividend Period" shall mean each fiscal quarter or portion thereof during which the relevant share of the relevant series of stock is outstanding. "Full Cumulative Dividends" shall mean (whether or not in any Dividend Period, or any part thereof, in respect of which such term is used there shall have been net profits or net assets of the Corporation legally available for the payment of such dividends) that amount which shall be equal to dividends at the full rate fixed for the relevant series of stock as provided herein for the period of time elapsed from the relevant Issuance Date of such series of stock to the date as of which Full Cumulative Dividends are to be computed. "Liquidation" shall mean a complete liquidation, dissolution or winding-up of the affairs of the Corporation. "Notice Event" shall mean (a) the consummation of an underwritten public offering of shares of Common Stock of the Corporation registered under the Securities Act of 1933, as amended or (b) the merger or consolidation of the Corporation into or with another corporation or the merger or consolidation of any other corporation into or with the Corporation (in which consolidation or merger the shareholders of the Corporation receive distributions of cash or securities as a result of such consolidation or merger), or the sale or other disposition of all or substantially all of the assets of the Corporation. "Requesting Holder" shall be as defined in Section 6 hereof. "Senior Debt" shall mean any indebtedness of the Corporation, now or hereafter incurred, to Corestates Bank, N.A., for itself or as agent, and Associates Commercial Corporation, or any other indebtedness for borrowed money to commercial lenders. "Series B Issuance Date" with respect to any share of Series B Stock shall mean the date of first issuance of such share. "Series B Redemption Date" shall mean the date set forth for redemption of the Series B Stock pursuant to Section 6 or Section 7 hereof. "Series B Redemption Payment" shall mean the payment of the Series B Redemption Price for the shares of the Series B Stock redeemed on the Series B Redemption Date. -22- "Series B Redemption Price" shall mean the Series B Stated Value of the Series B Stock being redeemed, plus all Accrued Dividends per share of Series B Stock being redeemed on the Series B Redemption Date. "Series B Shareholders" or "Holders of the Series B Stock" or "Holder" shall mean the registered owners of the shares of the Series B Stock as shown on the Corporation's stock transfer books. "Series B Stated Value" shall mean $6,000 per share. "Series C Shareholders" shall mean the registered owners of the shares of the Series C Stock as shown on the Corporation's stock transfer books. 12. Amendment and Waiver. No amendment, modification or waiver by the Corporation (including any made by means of a merger) of any provision herein (or of the percentage of Series B Stock required to approve such amendment, modification or waiver) will be binding or effective without the prior written consent of the Holder(s) of a majority of the Series B Stock outstanding at the time such action is taken. Notwithstanding the foregoing, no such action may be taken or shall be effective without the prior written consent of the Holder(s) of at least ninety percent (90%) of the Series B Stock then outstanding to the extent such action will: (a) change the rate at which or the manner in which dividends are calculated, or the time at which dividends become payable hereunder; (b) change the provisions of Section 5 hereof regarding the liquidation preference; (c) change the provisions of Sections 6 and 7 hereof regarding redemptions; (d) change the percentage of Series B Stock required to approve any change described in (a), (b) or (c) above. No amendment, modification or waiver of any provision herein will extend to or affect any obligation not expressly amended, modified or waived or impair any right consequent thereon. -23- EX-10.32 39 UNIFORM BULK MOTOR CARRIER CONTRACT Page: 1 Rev. 1 Date: 4/1/95 ---------------------------- Dow: ---------------------------- CLEA: ---------------------------- Exhibit 10.32 UNIFORM BULK MOTOR CARRIER CONTRACT This is a Contract to provide for interstate and intrastate, where applicable, motor carrier transportation of various cargoes between or among various geographic points, dated the 1st day of October, 1991, by and between Chemical Leaman Tank Lines, Inc. (hereinafter "Carrier") and The Dow Chemical Company (hereinafter "Dow"). Service provided under this Contract is authorized under I.C.C. Permit MC-110525, Sub #1328, dated August 23,1983, and such State Agencies as are required. Dow is a diversified manufacturer of basic chemicals, plastics, specialty products and services and has a need for transportation service in the furtherance of its business. Carrier is a motor carrier desirous of providing transportation service to Dow. Therefore, in consideration of the premises, covenants and agreements contained herein, the parties agree as follows: o 1. Pursuant to this non-exclusive transportation Contract, Dow agrees to tender a series of shipments of its general commodities to Carrier for transportation and delivery as directed by Dow's Shipping Order/Bill of Lading which will accompany each tender. Carrier agrees to provide transportation for 100% of tenders. Carrier may sub-contract with other mutually agreed upon carriers. For any sub-contracted tenders, freight charges will be billed at the rates in Appendix II of this Agreement. 2. Carrier shall receive from Dow such quantities of goods as may be tendered for transportation from time to time, and Carrier shall make all reasonable effort to have the required equipment available, with trailer exteriors and interiors clean and presentable as befits a Dow quality load. Carrier will provide, as requested, a general list of all Carrier controlled or commercial cleaning locations where trailers have been cleaned after transporting Dow produced or purchased products. 3. Carrier shall transport and carry the goods without delay caused by anything in Carrier's control. Any and all occurrences which would be probable or certain cause for delay of delivery shall be immediately communicated to Dow by Carrier. In addition, Carrier will furnish when their capabilities are developed, via electronic data interchange, periodic transmissions of data elements on each Dow shipment and receipt in format specified by the United States Electronic Data Interchange Standards published by the Transportation Data Coordinating Committee, as well as similar data elements for automated payment of freight bills. o Denotes Change Page: 2 Rev. 1 Date: 4/1/95 ---------------------------- Dow: ---------------------------- CLEA: ---------------------------- 4. Dow agrees to pay Carrier, as compensation for such transportation, the rates and charges shown in Appendices I and II to this Contract. All changes must be approved in writing by both parties. All rates will apply to both prepaid and collect shipments. In the event that the consignee also has a contract rate in effect with the Carrier and the shipment is tendered on a "freight collect" basis, the consignee's contract rate will apply in lieu of rates included in this Contract. If, on collect shipments, consignee fails to pay Carrier's freight bills after Carrier has made a conscientious effort to collect, Dow will pay such freight bills, provided Carrier furnishes proof of efforts to collect from consignee. 5. Carrier personnel (including driving personnel, whether employees of Carrier or of Carrier's agents known as "fleet operators" or "leased operators") will comply with all plant rules and regulations while on Dow's or consignee's plant premises. Carrier shall inform all of its employees and personnel who may come onto such premises of this requirement. Any Carrier employee or person who does not comply with all plant rules and regulations may be summarily rejected and directed to immediately leave the premises at the exclusive risk and expense of the Carrier. Carrier agrees to utilize adequate motor truck equipment and qualified personnel for performance of its obligations under this Contract, and to operate its business at all times in compliance with all applicable federal, state, and local laws, rules, and regulations. Worker's Compensation Insurance for Carrier's drivers or operators, if required, shall be obtained and maintained at the exclusive cost and risk of Carrier. 6. Carrier shall comply with the financial responsibility requirements of the appropriate federal and state regulatory agency through which the Carrier operates. The Carrier shall maintain public liability insurance against injury or death in amounts not less than those prescribed by the U.S. Department of Transportation and the Interstate Commerce Commission. In addition, the Carrier shall carry cargo insurance of, at least, $100,000 per Dow shipment. The Carrier shall have his insurance carrier furnish directly to Dow or its contractor certificates that such coverage is in effect, and will instruct carrier to directly notify Dow or its contractor if coverage is cancelled or changed. 7. Carrier shall indemnify, defend, and hold Dow, its employees and agents harmless from claims, demands, and causes of action asserted against Dow, its employees or agents, by any other person (including without limitation Carrier's and Dow's employees) for personal injury or death or for loss of or damage to property and resulting from the willful or negligent acts or Page: 3 Rev. 1 Date: 4/1/95 ---------------------------- Dow: ---------------------------- CLEA: ---------------------------- omissions of Carrier. Dow shall indemnify, defend, and hold Carrier, its employees, agents, and subcontractors harmless from claims, demands, and causes of action asserted against Carrier, its employees, agents, or subcontractors by any other person (including without limitation Dow's and Carrier's employees) for personal injury or death or for loss of or damage to property and resulting from the willful or negligent acts or omissions of Dow. Where personal injury, death, or loss of or damage to property is the result of the joint negligence or misconduct of Dow and Carrier, the parties expressly agree to indemnify each other in proportion to its share of such joint negligence or misconduct. 8. Carrier assumes complete responsibility and liability regardless of the fault of any person for all loss of, or damage to, goods transported hereunder, except where caused in whole or in part by Dow's negligence or acts of God in which Carrier had no contributory negligence. In those cases Dow will assume responsibility and liability for only that portion of the loss or damage caused by Dow's negligence and Carrier shall be liable for the remainder. Carrier's responsibility for damage or loss to goods transported shall commence from the time of acceptance at the shipping point until delivery at the proper destination in accordance with Dow's written instructions. In the event of loss or damage during transit, except as limited in this paragraph above, Carrier shall pay Dow the full value of the lost or damaged goods plus any and all additional transportation costs. Value of the lost or damaged goods shall be determined by type of sale in the following manner: Trade Sale: Dow will provide Carrier with invoice documentation. Non-Trade Sale: Value will be determined as reported weekly in the Chemical Marketing Reporter or Dow's Price Book if the product(s) is not covered specifically in the Chemical Marketing Reporter. When used in this Contract, "shipping point" means the place where the goods or cargo are tendered by Dow to the custody of Carrier or Carrier's agent for transportation. 9. Any assignment of any benefit or obligation of this Contract, in whole or in part, by either party, without the prior express written consent of the other party, shall be void and of no effect. 10. This Contract shall become effective upon the date of the permit (if one is issued) by the appropriate federal or state agency, or the last date in the Page: 4 Rev. 1 Date: 4/1/95 ---------------------------- Dow: ---------------------------- CLEA: ---------------------------- signatory provision below, whichever is later, and shall continue for one (1) year and thereafter from year to year unless: (a) cancelled by either party at any time upon thirty (30) days' written notice to the other party at the address stated below; or (b) Carrier's loss or revocation of authority (for any reason) by any federal or state regulatory body having jurisdiction over Carrier's operation, in which case this Contract can be terminated immediately. Carrier shall give Dow immediate notice of the occurrence of any event covered by Subsection (b). 11. Any notices or correspondence in reference to this Contract should be sent via U.S. Mail, postage prepaid: to Carrier at: Chemical Leaman Tank Lines, Inc. 102 Pickering Way Exton, PA 19341-0200 Attn: George E. Ciarlone Manager of Contracts Phone: 610-363-4275 Fax: 610-363-4251 to Dow at: The Dow Chemical Company Transportation & Logistics Services Purchasing 2020 Dow Center Midland, MI 48674 Attn: Michael W. Humphreys Motor Carrier Services Purchasing Agent Phone: 517-636-3397 Fax: 517-638-9452 12. Carrier shall be an independent contractor under this Contract and shall assume all of the rights, obligations and liabilities applicable to it as such. Neither Carrier nor any of its employees or agents shall be considered an employee of Dow, nor shall any partnership, co-venture or joint-employer relationship be created by virtue of this Contract or of its performance. No prior course of dealing or performance between Carrier and Dow shall modify Carrier's status under this Contract as an independent contractor. 13. Dow agrees to pay all uncontested charges within fifteen (15) days after receipt of the freight invoice through Dow's payment department or payment agent. Page: 5 Rev. 1 Date: 4/1/95 ---------------------------- Dow: ---------------------------- CLEA: ---------------------------- 14. This Contract is governed by the laws of the State of Michigan for general contract matters. 15. Carrier agrees to keep secret all Dow technical and business information which it has received or may receive and not to reveal or to divulge such information to third parties or to use, or to publish it in any manner whatsoever without obtaining Dow's prior written approval; provided, however, that Carrier shall not be bound to keep secret any such information which (a) was known to Carrier prior to the date of the Contract from sources other than Dow, or (b) which is or becomes available to the public without fault on Carrier's part, or (c) which is disclosed to Carrier by a party not related, directly or indirectly, to Dow, who has rightful claim to such information. Carrier shall only use Dow technical and business information to provide the services required under this Contract. 16. This Contract states the entire agreement between the parties and there are no other agreements or understandings whatsoever, expressed or implied. Amendments or modifications to this Contract must be made in writing, identified as an amendment or modification and signed by both Dow and Carrier. Any term or provision in any prior or subsequent writing to the date of this Contract which is in conflict with any term or provision of this Contract is objected to and rejected. 17. Should any provision of this Contract be determined by competent public authority or court to be invalid or unenforceable, then such invalid or unenforceable provision shall be severed from this Contract without effect on the validity of the remaining provisions. 18. If Carrier accepts instructions from a non-Dow party or consignee, all resultant, legitimate charges will be billed by Carrier to the party causing the charge to occur. In Witness Whereof, the parties have executed this Contract on the date shown below. CHEMICAL LEAMAN TANK LINES, INC. THE DOW CHEMICAL COMPANY /s/ George E. Ciarlone /s/ Michael W. Humphreys - --------------------------------- ------------------------------------- NAME: George E. Ciarlone NAME: Michael W. Humphreys ---------------------------- ------------------------------- TITLE: Manager--Cost Analysis TITLE: Purchasing Agent --------------------------- -------------------------------- DATE: 7/21/95 DATE: 4/13/95 ---------------------------- ------------------------------- Page: I-1(B) Date: 10/01/96 Dow: CLEA: APPENDIX I BULK MOTOR CARRIER CONTRACT THE DOW CHEMICAL COMPANY AND CHEMICAL LEAMAN TANK LINES, INC. BAYONNE ------- Rates as published in the Dow/Chemical Leaman contract are subject to the following rules and provisions: 1. Dow Chemical agrees to a capital recovery provision effective October 14, 1996 through December 31, 2000. Under this provision, Chemical Leaman Tank Lines, Inc. shall be entitled to recover a portion of its capital outlay under the conditions outlined in item 2, below. Chemical Leaman's asset valuation (capital outlay) is Six Hundred Thousand Dollars ($600,000) for the construction and purchase of new MC-307 stainless steel trailers to be provided for food grade and solvents service. The amount of capital recovery to which Chemical Leaman shall be entitled shall be Six Hundred Thousand Dollars ($600,000) less Two Percent (2.0%) for each month (or fraction thereof) of the contract term that has expired from the date Dow Chemical has been notified, in writing, that Chemical Leaman wishes to invoke this capital recovery provision. Should Chemical Leaman invoke this capital recovery provision under the specified conditions in item 2 below, Chemical Leaman shall retain full ownership of all applicable assets covered in this provision. Should Chemical Leaman decide to terminate the contract, the capital recovery provision shall not be invoked 2. Chemical Leaman reserves the right to invoke item 1 provisions except under the following conditions: service performance as outlined in item 5; competitive pricing as outlined in item 6; and under certain business conditions whereby Dow Chemical documents business losses due to customer or product transitions. 3. Should Chemical Leaman be required to place additional new trailers into service to meet Dow Chemical's shipment requirements, Chemical Leaman shall be entitled to capital recovery. The asset valuation for the additional new trailers (capital outlay) shall be the cost for the construction and purchase of the new trailers. The amount of capital recovery to which Chemical Leaman shall be entitled shall be the result of multiplying the capital outlay amount by the result of dividing the unexpired number of months (or fractions thereof) remaining through December 31, 2000 by the total number of months (or fractions thereof) for the period between the date of the additional capital outlay and December 31, 2000. 4. Dow Chemical commits One Hundred Percent (100%) of the Dow controlled and routed outbound freight, stated to be approximately $2,500,000 annual, to be routed via Chemical Leaman Tank Lines or their broker subsidiary, Capacity Management Systems. Should Dow Chemical change the legal terms of sale for transactions originating at Bayonne which results in a decline of business routed via Chemical Leaman Tank Lines, Chemical Leaman shall reserve the right to invoke item 1. Page: I-2(B) Date: 10/01/96 Dow: CLEA: APPENDIX I BULK MOTOR CARRIER CONTRACT THE DOW CHEMICAL COMPANY AND CHEM1CAL LEAMAN TANK LINES, INC. BAYONNE ------- 5. Chemical Leaman will provide error free service levels at a minimum of Ninety Five Percent (95%) total carrier error free. Should the error free performance level fall below Ninety Five Percent (95%) for any consecutive 6-month calendar period, Dow Chemical reserves the right to waive the capital recovery provision as stated in item 1 of the Bayonne Rules Tariff. Total carrier error free performance shall be defined as stated in the Uniform Bulk Motor Carrier Contract, effective April 1, 1995 plus appendices I through III effective May 1, 1995. If Chemical Leaman retains the business at less than 95% error free performance, and subsequently the error free performance improves to meet or exceed the 95% level for a consecutive 6-month calendar period, the capital recovery provision in item 1 shall be reinstated. 6. Dow Chemical reserves the right to receive and review competitive pricing bid proposals for single source bulk carrier operations at their Bayonne, NJ terminal operation. Dow Chemical agrees to consider no fewer than Three (3) non-Chemical Leaman carrier pricing bids simultaneously, which each reduce existing Chemical Leaman contract pricing by Five Percent (5%) or greater. 7. Chemical Leaman Tank Lines, Inc. reserves the right of first refusal to compare existing contract pricing to the Three (3) competitive bids each generating a reduction of Five Percent (5%) or greater. Dow Chemical agrees to provide competitive operating parameters in addition to proposed competitive bids. 8. Chemical Leaman reserves the right to renegotiate current transportation price levels should any changes to the operating parameters, as outlined in Section I, significantly alter costs such as changes in equipment or driver levels, trailer types, on-site personnel staffing, loading hours, unloading hours, equipment accessorial requirements, tank cleaning requirements or Dow terminal site location. Chemical Leaman shall provide written documentation supporting increased operating costs due to changes in the operating parameters as outlined above and in Section I. 9. Chemical Leaman reserves the right to increase transportation price levels up to Five Percent (5%) under conditions outlined in item 8. Should Chemical Leaman require an increase greater than 5%, Dow Chemical reserves the right to re-bid the Bayonne, NJ business. Should Dow Chemical receive Three (3) or more competitive bids at least five percent (5%) below Chemical Leaman proposed pricing, Chemical Leaman agrees to revoke the take or pay provisions as outlined in item 1. Should Dow Chemical not receive Three (3) or more competitive bids at least Five Percent (5%) below Chemical Leaman proposed pricing, Chemical Leaman shall retain the business at Bayonne, NJ. Page: I-3(B) Date 10/01/96 Dow: CLEA: APPENDIX I BULK MOTOR CARRIER CONTRACT THE DOW CHEMICAL COMPANY AND CHEMICAL LEAMAN TANK LINES, INC. BAYONNE ------- Section I: Operations Parameters: Dow Chemical @ Bayonne, NJ A/ Chemical Leaman will provide dedicated trailers for solvent and food grade products. B/ Solvent trailers shall have stainless steel pumps mounted on each trailer. C/ Chemical Leaman will provide on-site management personnel. D/ Dow will provide the use of 2 offices at the Bayonne terminal for Chemical Leaman personnel. E/ Chemical Leaman will assume responsibility for order processing on October 14, 1996. F/ Chemical Leaman will transition business in twenty five percent (25%) segments to be completed with one hundred percent (100%) business control one hundred fifty (150) days from the October 14, 1996 start. G/ Loading hours at Dow-Powell/Dufferin will commence 0200 hours Mondays and continue 24 hours through 1900 hours Friday of each week. H/ Chemical Leaman will be expected to perform at a ninety eight percent (98%) on time delivery level by January 14, 1997. I/ Chemical Leaman will determine, through coordination with Powell Dufferin, specific order load times. Return loading during PM hours are based on first come first served. J/ All trailers tendered for loading will be subject to vacuum testing. K/ All food grade trailers tendered for loading will be subject to a white glove test for contaminants. L/ Dow Chemical will tender orders directly to Chemical Leaman Tank Lines for processing and driver dispatch. M/ Chemical Leaman will arrange for all Food Grade trailers to be Koshered. Dow Chemical agrees to pay actual cost for the kosher process. N/ Chemical Leaman will NOT mix food grade and chemical products on the same trailer. O/ Chemical Leaman will not allow any brokered carrier to mix food grade and chemical products on the same trailer. P/ Chemical Leaman will route via the least congested route exiting the Bayonne, NJ terminal. Tolls charges may vary, depending on the route which will be based on area construction projects and the related impact on traffic conditions. Q/ Chemical Leaman agrees to broker with only Dow core and/or approved carriers. R/ Chemical Leaman and Dow will conduct quarterly service reviews at the Bayonne terminal. Dates and times to be arranged as needed. S/ When multiple stop deliveries are required, a stop in-transit charge of $45.00 per stop shall be added to the transportation bill. Detention free time of two (2) hours shall be applied to the ENTIRE routing/delivery process on multiple stop deliveries, with unloading hours above and beyond the total two (2) free hours to be billed to Dow Chemical at a rate of $22.50 per half hour, or fraction thereof. Page: II-1(B) Date 10/01/96 Dow: CLEA: APPENDIX II BULK MOTOR CARRIER CONTRACT THE DOW CHEMICAL COMPANY AND CHEMICAL LEAMAN TANK LINES, INC. BAYONNE ------- ROLES: Except as otherwise specifically provided, Appendix I. ACCESSORIAL CHARGES: All accessorial charges not specifically covered by Dow Master Contract to be billed per CLEA 100 series. HIGHWAY TOLL CHARGES: Actual cost. PUMP/COMPRESSOR CHARGES: Included in rate. DETENTION FREE TIME: 2 hours for loading; 2 hours for unloading. EXCESS DETENTION CHARGES: $22.50 per half hour, or fraction thereof. TANK CLEANING CHARGES: Glycerine USP, Glycols: $155, when cleaned. Solvents; Flush, Steam & Dry: $158, when cleaned. Liquid Commodities; Caustic Water: $181, when cleaned. Food Grade Products: Actual cost, when cleaned. (Multi-Compartment Trailers: $22.50/compartment greater than one) Page: II-2(B) Rev 3 Date 04/21/97 Dow: CLEA: APPENDIX II BULK MOTOR CARRIER CONTRACT THE DOW CHEMICAL COMPANY AND CHEMICAL LEAMAN TANK LINES, INC. Item 100 01:0100 01:0200 - -------- Origin: Bayonne, NJ o Destination Points In U.S. and Canada Commodity: Liquid Commodities in Dedicated MC-307 Single and Multi- Compartment Trailers. Miles Rate/Shipment ----- ------------- O - 50 $340 51 - 75 $390 76 - 100 $480 101 - 125 $525 126 - 150 $575 151 - 175 $625 176 - 200 $700 201 - 225 $750 226 - 250 $825 251 - 275 $875 276 - 300 $925 301 & Over $3.10/loaded mile Item 200 - -------- Origin: Bayonne, NJ Commodity: Liquid Commodities in Dedicated MC-307 Single Compartment Trailers as listed: Tetrachloroethylene, Trichloroethylene, Diethylene Glycol Monomethyl E, Ethylene Glycol Monobutyl Ethe, Propylene Glycol Monomethyl ET, Dipropylene Glycol SA. Destination Rate/Shipment ----------- ------------- 01:0101 Kings Point, VA $1,380 01:0102 McKees Rocks,, PA 1,531 01:0103 Neville Island, PA 1,361 01:0104 Pittsburgh, PA 1,414 01:0105 Portsmouth, VA 1,398 01:0106 Rochester, PA 1,457 01:0107 Saegertown, PA 1,482 - ---------- o Denotes Change Page: AI-1 Date: 06/17/96 Dow: CLEA: APPENDIX I IN BOUND ADDITIONAL CONTRACT PROVISIONS 1. COMMON CARRIER SERVICE NOT EXCLUDED The normal operations of Carrier as a motor Common Carrier shall not be affected by this Contract, nor shall Carrier be precluded from performing transportation services for Dow as a Common Carrier in connection with transportation services outside the scope of this Contract. 2. COMPUTATION OF MILEAGE Distances between all points shall be based upon Rand McNally MILEMAKER System as determined from the Household Goods Carriers' Bureau Mileage Guide No. 14 or reissues thereof. 3. CONDITION OF TANKS TENDERED FOR LOADING Carrier will supply "clean, dry, and free of contaminating odor" tank equipment of the type needed for the product involved. Pumps and hoses must be free of contaminants, and hose ends (when not in use) must be protected from contamination. 4. DETENTION Except as otherwise more specifically provided for in Appendix II of this Contract, three (3) hours for loading without charge at any Dow or Dow designated location and three (3) hours for unloading without charge at any consignee's location will be allowed. In excess of the time given above a rate of $45 per hour or fraction thereof shall apply. 5. CANCELED VEHICLES Except as otherwise provided (see Exception), when a tractor-trailer unit is ordered by Dow and such order is subsequently canceled or postponed by Dow after the vehicle has been dispatched from the Carrier's terminal, the charges in the S.A.C. will apply. In addition, the terms of Provision No. 4 will apply, except that no time without charge shall be allowed. Page: AI-2 Date: 06/17/96 Dow: CLEA: Exception: When the vehicle ordered is subsequently canceled for the shipment of the commodity for which it was specifically ordered, but such vehicle is used in the shipment of the same commodity to a different destination, or is used in a shipment of a different commodity to the same destination or a different destination, the terms of this Provision will not apply if the vehicle, as presented, is acceptable for loading without cleaning, and if the vehicle is of an acceptable capacity to Dow. Furthermore, if cancellation is communicated to Carrier more than four hours prior to scheduled departure, this Provision does not apply. 6. DIVERSION OR RECONSIGNMENT Shipments moving on rates named in this Contract may be diverted or reconsigned in transit or at billed destination, subject to the following conditions: (a) The term "Diversion or Reconsignment" means a change in the name of consignee and/or destination of the entire shipment, or any other instructions given to the Carrier requiring an addition to, or change in, billing necessary to effect delivery or involving an additional movement of equipment. (b) On shipments diverted or reconsigned to a place of unloading within the corporate limits of the municipality to which the shipment was originally consigned, the applicable rate from point of origin to destination will apply, in addition to the charge provided in the S.A.C. (c) On a shipment diverted or reconsigned to a place of unloading not within the corporate limits of the municipality to which the shipment was originally consigned, the applicable rates (see Exception) shall be determined from mileage tables herein based on the mileage from point of origin to final destination over the route of actual movement as per Dows' instruction computed in accordance with Provision No. 2, and will apply in addition to the charges provided in the S.A.C. Exception: When point of diversion or reconsignment is on the most direct highway route and is intermediate to the final destination, the rate to the final destination will apply. (d) On such movements, freight charges will be computed on the actual loaded movement miles. Page: AI-3 Date: 06/17/96 Dow: CLEA: (e) The charge, (see S.A.C.) for each diversion or reconsignment, is in addition to all other applicable charges. This charge will be billed to company requesting diversion or reconsignment. (f) Time consumed in waiting for orders under this provision will be considered part of unloading time, and detention charges will be assessed as provided in Provision No. 4 above, if time without charge has elapsed. (g) A request for diversion or reconsignment must be made or confirmed in writing by the shipper. (Preferably with an amended bill of lading or shipping notice being presented to the Carrier.) 7. HOSE When hose is required or requested to effect either pickup or delivery, or both, of a single shipment, then either a two, three, or four inch inside diameter hose length(s) will be provided. All hoses will be provided without charge. 8. REJECTED SHIPMENTS If, for any reason not ascribable to the Carrier or its personnel, a shipment is rejected by the consignee at destination, notification to Dow shall be given in writing, telephone, or telegraph, requesting disposition. The charges to be applied on such rejected, returned shipments shall be in accordance with the S.A.C. as applied to the outbound shipment rates as published from the original point of origin to the original point of destination on the date of the returned shipment and shall be based on the actual weight of the product returned. Time consumed waiting for orders under this provision will be considered as part of unloading time, and detention charges will be assessed in accordance with Provision No. 4. 9. SPOTTING NON-POOLED SEMI-TRAILERS FOR LINE HAUL MOVEMENTS OR STORAGE (a) Except as otherwise provided, when, for Dow's convenience, Carrier is requested or required to place and leave a single semi-tank trailer on the premises of Dow, or any other practical site they may designate for the purpose of loading or unloading for a line haul movement a charge in accordance with the S.A.C. for each 24 hour period or fraction thereof will apply. Page: AI-4 Date: 06/17/96 Dow: CLEA: (b) An allowance of one (1) hour without charge for spotting and one (1) hour without charge for pickup will be allowed (see Provision No. 4). (c) When, in connection with such spotting, it becomes necessary to move tractor(s) without semi-trailers, the charges in the S.A.C. will apply covering the movement of such tractor(s) for the miles traveled from and the miles traveled to return to the Carrier's terminal from which the tractor(s) was(were) dispatched. (d) When spotting is for the purpose of storage, the conditions and charges will be negotiated on a local basis and shown in Appendix II for that site location. (e) Carrier agrees that Dow may move Carrier's trailers within Dow's premises; however, Dow will be responsible for any damage incurred to trailers during such movement. (f) Dow will be liable for tank cleaning charge as provided in the S.A.C., if applicable, when trailer is released from spotting. 10. SUNDAY AND HOLIDAY SHIPMENTS If Carrier is required by Dow to load, pick-up, unload, or actually deliver on a Sunday or Holiday, the charge in the SAC will apply on a per unit basis. The intent is to compensate Carrier for "call-out" of local drivers to perform this work. The charge does not apply if the shipment is enroute over a Sunday or Holiday, but is loaded or unloaded (picked up or delivered) on any other day. The term "holiday" is hereby defined to include the following days or the day on which they are celebrated: New Year's Day Independence Day Thanksgiving Day Good Friday Labor Day Christmas Day Memorial Day Carrier reserves the right to perform service on Sundays and Holidays (not requested, but consented to, by shipper upon Carrier's request) for operating reasons, in which case extra charges herein do not apply. 11. STOP-OFF IN TRANSIT TO COMPLETE LOADING AND/OR FOR PARTIAL DELIVERY Page: AI-5 Date: 06/17/96 Dow: CLEA: (a) Except as otherwise provided, shipments may be stopped in transit to complete loading and/or partial delivery. (b) A shipment loaded at two or more places within the corporate limits of a single point of origin and/or delivered to two or more places within the corporate limits of a single destination, shall be considered as being stopped in transit to complete loading and/or partial delivery under the conditions of this provision. (c) A shipment stopped in transit for partial delivery may be delivered to two or more consignees within the corporate limits of a single destination or may be delivered to two or more consignees at two or more destinations. (d) To determine the mileage on shipments loaded at two or more places within the corporate limits of a single point of origin and/or delivered to two or more places within the corporate limits of a single destination, except as otherwise provided, see paragraph (f) of this provision. (e) To determine the mileage on shipments loaded at two or more places which are not all within the corporate limits of a single point and/or delivered to two or more places which are not all within the corporate limits of a single destination, except as otherwise provided, see paragraph (f) of this Provision. (f) To determine the applicable mileages for shipments made in paragraphs (d) and (e) of this provision, the Rand McNally MILEMAKER will apply and shall start at the point of loading and include the miles traveled by the vehicle via all stop-in-transit points to final destination or to the point at which the vehicle discharges the last portion of its cargo. Mileages so computed shall be used to determine the applicable rate for the entire shipment and shall apply on the number of gallons or pounds of commodity loaded at origin, subject to the minimums provided herein. (g) In addition to all other lawful charges, an additional stop-off charge, as stated in the S.A.C., will apply. Such charge shall not be assessed at the origin or final destination. (h) Aggregate total loading or unloading times will be charged for in accordance with Provision No. 4. 12. WEIGHING VEHICLES Unless otherwise provided, freight charges shall, at Dow's option, be based on one of the following methods of weight determination: Page: AI-6 Date: 06/17/96 Dow: CLEA: (a) The description of the commodity and the weight of the shipment shall be shown by Dow on the shipping order or bill of lading. (b) Dow shall show on shipping order or bill of lading the specific gravity at temperature loaded. (c) Dow shall show on shipping order or bill of lading the weight per gallon at temperature loaded. (d) The party which requests independent weighing of a shipment should pay weighing charge and all ensuing charges related to time and distance. In the absence of election of one of the foregoing methods, where a vehicle is weighed on public scale at the request of Dow or consignee, a charge (see the S.A.C.) shall be assessed for each weighing in addition to all other lawful charges. Time consumed in weighing vehicle, before or after loading, or both, at the point of shipment, shall be considered as part of time for loading and subject to charges set forth in Provision No. 4. Time consumed in weighing vehicle, before or after unloading, or both, at the point of destination, shall be considered as time for unloading and subject to charges and other provisions as set forth in Provision No. 4. Carrier shall provide Dow and/or consignee with a calibration chart for the trailer utilized. 13. ACCESSORIAL AND EMERGENCY SERVICES Accessorial and emergency service will be provided, if practicable, and such service charges shall be in accordance with the S.A.C. On Sundays and Holidays, time shall begin when Carrier's equipment leaves Carrier's terminal and continue until equipment is returned to the Carrier's terminal from which dispatched. Weekdays time will be computed Dow gate to gate. Any delay directly attributable to the Carrier will be subtracted from the total time. Time of equipment departure and arrival at the terminal will be indicated on the bill of lading or freight bill for each shipment. Page: AI-7 Date: 06/17/96 Dow: CLEA: 13A. ASSISTANCE FROM OR EVACUATION OF POWER VEHICLE BY SECOND DRIVER - LOADING/UNLOADING When a two-person sleeper team is required to handle a shipment and Dow or the consignee requires the second person to assist in loading and/or unloading or to evacuate the power vehicle a charge (see the S.A.C.) will apply. Time to be computed from the time the Carrier's equipment arrives at the loading or unloading gate until the time the Carrier's equipment departs from the loading or unloading gate. Charges set forth in the S.A.C. will be in addition to all other applicable charges and shall be paid by the party requesting this service. 14. TANK CLEANING AND HEEL DISPOSAL When Carrier is requested to furnish a trailer for the transportation of products, which, because of its inherent nature requires cleaning and waste disposal before the trailer can be returned to service, the charges set forth in the S.A.C. will apply on the initial loading. These charges are in addition to all other lawful charges assessed against the shipment. Charges shall not be made on subsequent loading of the same trailer so long as said trailer remains continuously in the exclusive use of the same consignor, unless such consignor requests that the trailer be cleaned after delivery of any of these loadings, in which case the applicable additional charges shall be applied on the next loading of these products following such requested cleaning. When two or more products are shipped at one time in a compartmented trailer, the applicable cleaning charge will be the highest applicable charge on any product in the trailer. 15. SPECIAL EQUIPMENT AND SERVICE When special equipment as listed below is required or requested by the consignor or consignee prior to movement of the shipment, such equipment, if available, will be furnished by Carrier subject to charges in the S.A.C. Air Blowers, Air Compressors, Air Dryers, Nozzles, and Pumps will be provided, as requested, without charge. (a) Compartmented Trailers. (b) Heating-in-transit Service: Except as otherwise provided, Carrier will, upon request of consignor or consignee, furnish, if available, a trailer and/or tractor equipped with a controlled heating-in-transit system subject to the charges in the S.A.C. Page: AI-8 Date: 06/17/96 Dow: CLEA: (c) Heating Service: When, upon request, of consignor or consignee, a shipment is stopped in transit for the purpose of heating the lading by steam or any other means, the charges in the S.A.C. will apply. Carrier will apply heat for the length of time prescribed by the consignor or consignee. Heating time will be deemed to start at the time heat is applied to the lading and shall end when the heat is removed. It shall be the responsibility of the consignor or consignee to make arrangements for the use of steam and other heating facilities at its own expense, although Carrier will, if requested, attempt to locate such facilities and make arrangements for their use provided, however, that the consignor or consignee shall agree to be responsible for any expense incurred for the use of such facilities. Time consumed by heating at consignor's site of pick up and/or consignee's site of delivery shall be considered as loading and/or unloading time and shall be charged for as provided in Provision No. 4. All charges set forth in this provision shall be in addition to all other lawful charges assessed against the shipment. 16. OVERNIGHT AND WEEKEND LAYOVER OVERNIGHT (a) When Carrier's vehicle arrives at point of loading, unloading, stop- off and/or final destination between 8:00 a.m. and 5:00 p.m. on a day between Monday and Friday, inclusive or on Saturday or Sunday if so requested by Dow or consignee, and Dow or consignee cannot complete loading and/or unloading on the date of arrival, the time the vehicle is detained between 8:00 a.m. and 5:00 p.m., or the time the driver is released if later than 5:00 p.m., will be charged for according to the terms of Provision No. 4. If the vehicle (tractor and/or trailer) is detained until 8:00 a.m. the following morning at such point, or in the vicinity thereof, and the driver is not required to remain on duty, the terms of Provision No. 4 will not apply from 5:00 p.m. until 8:00 a.m. the following morning and in lieu thereof, the charges in the S.A.C. for Single Driver or Sleeper Team for each overnight layover will apply. If the vehicle (tractor and/or trailer) is further detained, charges outlined above or in paragraph (b) below, as applicable, will be the same as if the vehicle had just arrived, except that no time without charge as provided for in the terms of Provision No. 4 will apply. Page: AI-9 Date: 06/17/96 Dow: CLEA: WEEKEND LAYOVERS (b) When Carrier's vehicle arrives at point of loading, unloading, stop- off and/or final destination between 8:00 a.m. and 5:00 p.m. on a Friday, and Dow or consignee cannot complete loading and/or unloading on the day of arrival, the time the vehicle is detained between 8:00 a.m. and 5:00 p.m., or the time the driver is released if later than 5:00 p.m., will be charged according to the terms of Provision No. 4. If the vehicle (tractor and/or trailer) is detained over the weekend until 8:00 a.m. Monday at such point, or in the vicinity thereof, and the driver is not required to remain on duty, the terms of Provision No. 4 will not apply from 5:00 p.m. on Friday, or the time the driver was released if later than 5:00 p.m. until 8:00 a.m. Monday morning and, in lieu thereof, the charges in the S.A.C. for Single Driver or Sleeper Team for such weekend layover will apply. If the vehicle (tractor and/or trailer) is further detained, charges outlined in paragraph (a) will apply the same as if the vehicle had just arrived, except that time without charge as provided for in Provision No. 4 will apply. When Carrier's vehicle arrives at point of loading, unloading, stop-off and/or final destination at a time other than between 8:00 a.m. and 5:00 p.m. and, when due to compliance with Dow and/or consignee instructions, a layover is required to complete loading and/or unloading, charges for detention time after 5:00 p.m. as provided in paragraph (a) and (b) above, whichever applies will be applicable. 17. SERVICE PERFORMANCE Carrier understands and agrees to have its performance measured by Dow using the "Measurement of Quality Performance" methodology, a copy of which is made a part of this Contract as Appendix III. 18. CLEANING AND WASTE DISPOSAL Carrier warrants that he will perform all duties of a "generator" as identified by the EPA in 40 CRF 260.10 and that any cleaning facilities used will meet all Resource Conservation and Recovery Act requirements. 19. DRUMMING FROM TANK TRAILERS Carrier will not off-load hazardous materials (as defined by DOT) from trailers into drums. If consignee should request Carrier to do this, Carrier shall refuse and notify Dow of same. Products designated as combustible are exempt from this policy. Page: AI-10 Date: 06/17/96 Dow: CLEA: 20. CURRENCY Freight rates and/or charges applicable under the terms or Provisions of this Contract shall be stated and payable in U.S. funds only. 21. ALTERNATION OF RATES In Appendix II, where there is a conflict between tabular rates (mileage based) and point-to-point commodity rates, the rate that produces the lowest line haul transportation charge will apply. When shipments to, from, and between the United States and Canada are tendered and when there is a Dow Canada and a Dow U.S.A. contract, then the lowest contract freight rate in either contract will apply on either a prepaid or collect basis and the payment will be in U.S. funds only. 22. ARBITRATION If any disputes or differences in interpretation arise other than provided under Provisions 1 through 21 above, such disputes will be resolved by negotiations between the two parties or by a mutually agreed upon arbitrator. Page: SAC-1(IB) Date 06/17/96 Dow: CLEA: BULK MOTOR CARRIER CONTRACT THE DOW CHEMICAL COMPANY AND CHEMICAL LEAMAN TANK LINES, INC. IN BOUND --------
PROVISION (NO.) CHARGE - ----------------------------------------------------------- --------------------------------------------------------- Detention (4) Net debits under an averaging agreement for loading and unloading detention billed at $45/hour on a quarterly basis. Cancelled Vehicle (5) $140. Diversion/Reconsignment (6) $35. Rejected Shipments (8) 50% Of outbound line haul rates; minimum of $165 and minimum of $1.30/mile. Spotting for Line Haul Movements (9) $110 Each 24 hour period or fraction thereof Tractor only: Sl.41/mile; $65 minimum Spotting for Storage (9) Determined by local contract terms and charges as listed in Appendix 11. Sunday and Holidays (10) $195. Stop-off Intransit (11) $45. Weighing Vehicles (12) $20. Accessorial and Emergency Service (13) Sunday and Holidays: 01:8905 $45 each hour; 8 hours minimum. All other days: 01:8906 $45 each hour; 4 hours minimum. Assistance from or Evacuation of $5 For each 15 minute period or fraction thereof will Power Vehicle by Second Driver: be assessed if second driver is required to assist in Loading/Unloading (13A) loading/unloading or evacuation from his unit. Tank Cleaning and Heel Disposal (14) A. $125 Standard products. B. $190 (See Attachment A) C. $500 (See Attachment A) D. Determined by local contract terms and charges as listed in Appendix II.
Page: SAC-2(IB) Date 06/17/96 Dow: CLEA: BULK MOTOR CARRIER CONTRACT THE DOW CHEMICAL COMPANY AND CHEMICAL LEAMAN TANK LINES, INC. IN BOUND --------
PROVISION (NO.) CHARGE - ----------------------------------------------------------- --------------------------------------------------------- Special Equipment and Service (15) A. $90 For compartmented trailers. B. $45 Heating-in-transit (tractor only). $85 Heating-in-transit (tractor and trailer). C. Heating Service: Note A Note B $45 $11 Weekdays (excluding holidays). $55 $13 Saturdays. $65 $17 Sundays and holidays. Note A: Applies for the first hour or fraction thereof. Note B: Applies for each additional fifteen minutes or fraction thereof. Overnight and Weekend Layovers (16) $200 single driver - overnight $275 sleeper team - overnight $600 single driver - weekend $1,760 sleeper team - weekend If inbound line haul charges are rated from another shipper's contract, Dow contract accessorial charges will apply (17)
Page: SAC-3(IB) Date 06/17/96 Dow: CLEA: BULK MOTOR CARRIER CONTRACT THE DOW CHEMICAL COMPANY AND CHEMICAL LEAMAN TANK LINES, INC. Attachment A
CATEGORY PRODUCTS - -------------------------------------------------- --------------------------------------------- A. STANDARD CLEANING ALL PRODUCTS NOT OTHERWISE SPECIFICALLY $125 PER CLEANING LISTED IN CATEGORIES B, C, OR D. B. HARD TO CLEAN 2-4-D ACID BUTYL ESTER $190 PER CLEANING 2-4-D ACID ISOOCTYL ESTER 2-4-D BUTOXYETHYL ESTER 2-4-D DIETHANOLAMINE SALT 5 2-4-D ISOPROPYLAMINE SALTS 2-4-D MCPP INTERMEDIATE 4851A 2-4-D TEA-4 2-4-D TRIISOPROPAL AMINE SALT 2-4-D ISOOCTYL ALCOHOL 2-4-D ISOOCTYL D DOW DMA-6 SEQUESTERED DOW DMA-6 UNSEQUESTERED EPOXY RESINS ESTERON 99 CONCENTRATE 2-4-D HAZARDOUS WASTE, LIQUID SYNTHETIC LATEX/LIQUID RUBBER TELONE* (2-4-D IS AN ABBREVIATION FOR 2-4-DICHLORO PHENOXY ACETIC ACID) C. DIFFICULT TO CLEAN DICHLOROTETRAFLUOROPYRIDINE $500 PER CLEANING (DCTFP) PHENOL D. EXCEPTIONS PRODUCTS TO BE DETERMINED BY LOCAL CONTRACT TERMS AND CHARGES WILL BE LISTED SEPARATELY IN APPENDIX II. *TRADEMARK OF THE DOW CHEMICAL COMPANY
Page: II-1(L/M) Date 06/17/96 Dow: CLEA: APPENDIX II BULK MOTOR CARRIER CONTRACT THE DOW CHEMICAL COMPANY AND CHEMICAL LEAMAN TANK LINES, INC. IN BOUND -------- Item 100 50:5000 Origin: Louisville, KY Destination: Lockland, OH and Middletown, OH Equipment: Multi-compartment trailer Rate: $l.30/dead head mile Page: II-1(MID) Date 06/17/96 Dow: CLEA: APPENDIX II BULK MOTOR CARRIER CONTRACT THE DOW CHEMICAL COMPANY AND CHEMICAL LEAMAN TANK LINES, INC. IN BOUND -------- Item 100 03:0322 Origin: Points in U.S. excluding Michigan Destination: Midland, MI and Bay City, MI Commodity: Liquid Commodities in MC-307 trailer (reloadable 2/1 type only) Rate: $l.75/1oaded mile Item 200 01:2009 Origin: Bay Minette, AL Destination: Midland, MI Commodity: Liquid Chemicals in shipper-owned container on carrier provided chassis Rate: $3,282/shipment No allowance for use of shipper-provided chassis. Page: II-1(MIS) Date 06/17/96 Dow: CLEA: APPENDIX II BULK MOTOR CARRIER CONTRACT THE DOW CHEMICAL COMPANY AND CHEMICAL LEAMAN TANK LINES, INC. IN BOUND -------- Item 100 Origin: Points in Texas Commodity: General Chemicals in stainless steel single compartment trailers in non-dedicated, reloadable service. Destination Rate/Mile 04:4500 CT, DE, GA, IL IN, KY, MA, MD, MI (Except $2.26 Midland), NC, NJ, NY, OH, PA, RI, SC, VA, WV, ON and PQ 04:0400 Canada except ON and PQ 3.00 04:4505 AL, MS, MO, TN 2.58 04:4510 CA 2.60 04:4525 LA 2.14 04:4515 All other states except TX and as 2.81 otherwise provided herein. Item 200 04:4590 Origin: Points in Texas Destination: Points in U.S. (except Texas) and Canada Commodity: Liquid Commodities transported in multi-compartment trailer. Rate: $2.85/1oaded mile Page: II-2(MIS) Rev 1 Date 12/13/96 Dow: CLEA: APPENDIX II BULK MOTOR CARRIER CONTRACT THE DOW CHEMICAL COMPANY AND CHEMICAL LEAMAN TANK LINES, INC. IN BOUND -------- Item 300 01:0005 oOrigin: Between Midland, MI and Bay City, MI and Harbor Beach MI and Destination: Points in the U.S. (except MI, AX, HI) and Canada Commodity: LIQUID AND DRY CHEMICALS (not specified in Item 200) transported in single compartment, non-reloadable or multi-compartment trailers. Miles Rate/Loaded Mile --------------- ---------------- 0 - 100 $ 2.85 101 - 200 2.69 201 - 400 3.05 401 - 800 3.10 801 - 1000 2.93 1001 - Over 3.00 Cleaning: Rate of $190/1oad on Intrastate Michigan moves of latex liquid only. Item 400 01:0270 Origin: Channahon, IL Destination: Points in the U.S. and Ontario Commodity: Liquid Commodities transported in multi-compartment MC-307 trailer Rate: $3.05/1oaded mile Item 500 01:0280 Origin: Channahon, IL Destination: Points in Manitoba, Alberta, Quebec, British Columbia, Saskatchewan and New Brunswick Commodity: Liquid Commodities transported in multi-Compartment MC-307 trailer Rate: $3.18/1oaded mile o Denotes Change Page: II-3(MIS) Date 06/17/96 Dow: CLEA: APPENDIX II BULK MOTOR CARRIER CONTRACT THE DOW CHEMICAL COMPANY AND CHEMICAL LEAMAN TANK LINES, INC. IN BOUND -------- Item 600 Origin: Channahon, IL Commodity: Liquid Commodities transported in MC-307 single compartment trailers
Rate Per Destination Loaded Mile ----------- ----------- 01:0125 LA $1.80 AL, DC, DE, FL, IN, KY, MILES 01:0130 MD, ME, MI, MS, NC, NH, 10 - 150 3.00 SC, VT, VA 151 & Over 2.60 01:0272 OH 2.25 01:0273 OH (Counties of: Meigs, Gallia, Lawrence, Scioto, 2.60 Pike, Jackson and Vinton) 01:0183 CT, MA, PA, NJ, NY, RI, WV, Ontario 2.10 01:0184 TN 2.60 01:0185 Tildale, GA (Dalton, GA) 1.75 01:0186 GA (all other points) 2.25 01:0187 TX (Counties of: Brazoria, Chambers, Ft. Bend, 1.75 Galveston, Harris, Jefferson and Montgomery) 01:2090 TX (Dallas and Tarrant counties) 2.25 01:0188 TX (all other points) 2.50 01:0132 Points in US including Illinois in continuation of 2.85 an interstate move 01:0271 Points in Manitoba, Alberta, Quebec, British 3.00 Columbia, Saskatchewan and New Brunswick
Page: II-1(MUS) Date 09/01/96 Dow: CLEA: APPENDIX II BULK MOTOR CARRIER CONTRACT THE DOW CHEMICAL COMPANY AND CHEMICAL LEAMAN TANK LINES, INC. IN BOUND -------- Item 100 03:0326 Origin: Delaware City, DE Destination: Muskegon, MI Commodity: Liquid Commodities in MC-307 trailer Rate: $2.05/loaded mile This rate applies only on inbound shipments for Dow. Cleaning: $125 when cleaned. Page: II-1(MX) Date 06/17/96 Dow: CLEA: APPENDIX II BULK MOTOR CARRIER CONTRACT THE DOW CHEMICAL COMPANY AND CHEMICAL LEAMAN TANK LINES, INC. IN BOUND -------- Item 100 04:4521 Origin: Points in Texas Destination: Points in Mexico Commodity: Liquid Commodities Rate: $3.00/1oaded mile On shipments to Mexico to be transported via the international boundary at any point in Texas, an extra charge of $200/round trip crossing will be applicable in addition to all other charges. Page: II-1(PITT) Date 06/17/96 Dow: CLEA: APPENDIX II BULK MOTOR CARRIER CONTRACT THE DOW CHEMICAL COMPANY AND CHEMICAL LEAMAN TANK LINES, INC. IN BOUND -------- Item 100 Destination: Pittsburgh, CA Commodity: Liquid Chemicals transported in single compartment MC-307 trailer Origin: Rate/Mile ------- --------- 22:2200 LA, MS, TX $2.05 22:2201 AL, CT, DE, GA, IL KY, MD, MI, NC, NJ, PA, SC 2.10 22:2202 MA, NY, RI, TN, VA 2.20 22:2203 AR, FL, IN, NH, VT, WI, WV 2.40 22:2204 ME, MO 2.60 22:2205 MN, IA 2.80 22 2206 CO, KS, MT, ND, NE, NM, SD, WY 3.25 22:2207 AZ, ID, OR, UT, WA 3.30 22:2208 NV 3.45 Page: II-1(SAR) Date 06/17/96 Dow: CLEA: APPENDIX II BULK MOTOR CARRIER CONTRACT THE DOW CHEMICAL COMPANY AND CHEMICAL LEAMAN TANK LINES, INC. IN BOUND -------- Item 100 01:0900 Origin: Charleston, SC Destination: Sarnia, ON Commodity: Liquid Commodities in MC-307 single compartment, reloadable trailers Rate: $1.75/loaded mile Page: II-1(TIL) Date 06/17/96 Dow: CLEA: APPENDIX II BULK MOTOR CARRIER CONTRACT THE DOW CHEMICAL COMPANY AND CHEMICAL LEAMAN TANK LINES, INC. IN BOUND -------- Item 100 01:0290 Origin: Points in the U.S. Destination: Tildale, GA Commodity: Liquid Commodities in single compartment MC-307 trailer Rate: $l.75/1oaded mile Page: AI-1 Date: 02/28/95 Dow: Carrier: Chemical Leaman APPENDIX I BULK ADDITIONAL CONTRACT PROVISIONS 1. COMMON CARRIER SERVICE NOT EXCLUDED The normal operations of Carrier as a motor Common Carrier shall not be affected by this Contract, nor shall Carrier be precluded from performing transportation services for Dow as a Common Carrier in connection with transportation services outside the scope of this Contract. 2. COMPUTATION OF MILEAGE Distances between all points shall be based upon Rand McNally MILEMAKER System as determined from the Household Goods Carriers' Bureau Milage Guide No. 14 or reissues thereof. 3. CONDITION OF TANKS TENDERED FOR LOADING Carrier will supply "clean, dry, and free of contaminating odor" tank equipment of the type needed for the product involved. Pumps and hoses must be free of contaminants, and hose ends (when not in use) must be protected from contamination. 4. DETENTION (a) Except as otherwise more specifically provided for in Appendix II of this Contract, two for loading without charge at any Dow or Dow designated location and two for unloading without charge at any consignee's location will be allowed. (b) A charge (see Standard Accessorial Chart (Hereinafter "S.A.C.")) for each hour or fraction thereof shall be assessed for the time Carrier's equipment is detained through no fault of the Carrier to complete the act of loading or unloading after the expiration of the times for these acts as specified in paragraph (a) of this Provision. (c) Any detention charge is not to exceed the amount as stated in the S.A.C. for any given 24 hour period. (d) If Dow causes the detention, Dow will pay. If consignee causes the detention, Carrier will bill the consignee. On stop-off shipments Carrier will bill the Dow shipping location for all unloading detention on a separate invoice. Page: AI-2 Date: 02/28/95 Dow: Carrier: Chemical Leaman (e) Time for loading is to be computed from the time of arrival of Carrier's equipment at the Dow scales to the time of departure from Dow's scales. Time for unloading is to be computed from the time of arrival of Carrier's equipment at any consignee's gate to the time of departure from consignee's gate. 5. CANCELLED VEHICLES Except as otherwise provided (see Exception), when a tractor-trailer unit is ordered by Dow and such order is subsequently cancelled or postponed by Dow after the vehicle has been dispatched from the Carrier's terminal, the charges in the S.A.C. will apply. In addition, the terms of Provision No. 4 will apply, except that no time without charge shall be allowed. Exception: When the vehicle ordered is subsequently cancelled for the shipment of the commodity for which it was specifically ordered, but such vehicle is used in the shipment of the same commodity to a different destination, or is used in a shipment of a different commodity to the same destination or a different destination, the terms of this Provision will not apply if the vehicle, as presented, is acceptable for loading without cleaning, and if the vehicle is of an acceptable capacity to Dow. Furthermore, if cancellation is communicated to Carrier more than two hours prior to scheduled departure, this Provision does not apply. 6. DIVERSION OR RECONSIGNMENT Shipments moving on rates named in this Contract may be diverted or reconsigned in transit or at billed destination, subject to the following conditions: (a) The term "Diversion or Reconsignment" means a change in the name of consignee and/or destination of the entire shipment, or any other instructions given to the Carrier requiring an addition to, or change in, billing necessary to effect delivery or involving an additional movement of equipment. (b) On shipments diverted or reconsigned to a place of unloading within the corporate limits of the municipality to which the shipment was originally consigned, the applicable rate from point of origin to destination will apply, in addition to the charge provided in the S.A.C. (c) On a shipment diverted or reconsigned to a place of unloading not within the corporate limits of the municipality to which the shipment was originally consigned, the applicable rates (see Exception) shall be determined from mileage tables herein based on the mileage from point of origin to final destination over the route of actual movement as per Dows' instruction computed in accordance with Provision No. 2, and will apply in addition to the charges provided in the S.A.C. Page: AI-3 Date: 02/28/95 Dow: Carrier: Chemical Leaman Exception: When point of diversion or reconsignment is on the most direct highway route and is intermediate to the final destination, the rate to the final destination will apply. (d) On such movements, freight charges will be computed on the actual loaded movement miles. (e) The charge, (see S.A.C.) for each diversion or reconsignment, is in addition to all other applicable charges. This charge will be billed to company requesting diversion or reconsignment. (f) Time consumed in waiting for orders under this provision will be considered part of unloading time, and detention charges will be assessed as provided in Provision No. 4 above, if time without charge has elapsed. (g) A request for diversion or reconsignment must be made or confirmed in writing by the shipper. (Preferably with an amended bill of lading or shipping notice being presented to the Carrier.) 7. HOSE When hose is required or requested to effect either pickup or delivery, or both, of a single shipment, then either a two, three, or four inch inside diameter hose length(s) will be provided. All hoses will be provided without charge. 8. REJECTED SHIPMENTS If, for any reason not ascribable to the Carrier or its personnel, a shipment is rejected by the consignee at destination, notification to Dow shall be given in writing, telephone, or telegraph, requesting disposition. The charges to be applied on such rejected, returned shipments shall be in accordance with the S.A.C. as applied to the outbound shipment rates as published from the original point of origin to the original point of destination on the date of the returned shipment and shall be based on the actual weight of the product returned. Time consumed waiting for orders under this provision will be considered as part of unloading time, and detention charges will be assessed in accordance with Provision No. 4. 9. SPOTTING NON-POOLED SEMI-TRAILERS FOR LINE HAUL MOVEMENTS OR STORAGE (a) Except as otherwise provided, when, for Dow's convenience, Carrier is requested or required to place and leave a single semi-tank trailer on the premises of Dow, or any other practical site they may designate for the purpose of loading or unloading for a line haul movement a charge in accordance with the S.A.C. for each 24 hour period or fraction thereof will apply. (b) An allowance of one (1) hour without charge for spotting and one (1) hour without charge for pickup will be allowed (see Provision No. 4). Page: AI-4 Date: 02/28/95 Dow: Carrier: Chemical Leaman (c) When, in connection with such spotting, it becomes necessary to move tractor(s) without semi-trailers, the charges in the S.A.C. will apply covering the movement of such tractor(s) for the miles travelled from and the miles travelled to return to the carriers terminal from which the tractor(s) was (were) dispatched. (d) When spotting is for the purpose of storage, the conditions and charges will be negotiated on a local basis and shown in Appendix II for that site location. (e) Carrier agrees that Dow may move Carrier's trailers within Dow's premises; however, Dow will be responsible for any damage incurred to trailers during such movement. (f) Dow will be liable for tank cleaning charge as provided in the S.A.C., if applicable, when trailer is released from spotting. 10. SUNDAY AND HOLIDAY SHIPMENTS If Carrier is required by Dow to load, pick-up, unload, or actually deliver on a Sunday or Holiday, the charge in the SAC will apply on a per unit basis. The intent is to compensate Carrier for "call-out" of local drivers to perform this work. The charge does not apply if the shipment is enroute over a Sunday or Holiday, but is loaded or unloaded (picked up or delivered) on any other day. The term "holiday" is hereby defined to include the following days or the day on which they are celebrated: New Year's Day Canada Day Thanksgiving Day Good Friday St. Jean Baptiste (PQ only) Christmas Day Victoria Day Civic Holiday (ON only) Labour Day Carrier reserves the right to perform service on Sundays and Holidays (not requested, but consented to, by shipper upon Carrier's request) for operating reasons, in which case extra charges herein do not apply. 11. STOP-OFF IN TRANSIT TO COMPLETE LOADING AND/OR FOR PARTIAL DELIVERY (a) Except as otherwise provided, shipments may be stopped in transit to complete loading and/or partial delivery. (b) A shipment loaded at two or more places within the corporate limits of a single point of origin and/or delivered to two or more places within the corporate limits of a single destination, shall be considered as being stopped in transit to complete loading and/or partial delivery under the conditions of this provision. (c) A shipment stopped in transit for partial delivery may be delivered to two or more consignees within the corporate limits of a single destination or may be delivered to two or more consignees at two or more destinations. Page: AI-5 Date: 02/28/95 Dow: Carrier: Chemical Leaman (d) To determine the mileage on shipments loaded at two or more places within the corporate limits of a single point of origin and/or delivered to two or more places within the corporate limits of a single destination, except as otherwise provided, see paragraph (f) of this provision. (e) To determine the mileage on shipments loaded at two or more places which are not all within the corporate limits of a single point and/or delivered to two or more places which are not all within the corporate limits of a single destination, except as otherwise provided, see paragraph (f) of this Provision. (f) To determine the applicable mileages for shipments made in paragraphs (d) and (e) of this provision, the Rand McNally MILEMAKER will apply and shall start at the point of loading and include the miles travelled by the vehicle via all stop-in-transit points to final destination or to the point at which the vehicle discharges the last portion of its cargo. Mileages so computed shall be used to determine the applicable rate for the entire shipment and shall apply on the number of gallons or pounds of commodity loaded at origin, subject to the minimums provided herein. (g) In addition to all other lawful charges, an additional stop-off charge, as stated on the S.A.C., will apply. Such charge shall not be assessed at the origin or final destination. (h) Aggregate total loading or unloading times will be charged for in accordance with Provision No. 4. 12. WEIGHING VEHICLES Unless otherwise provided, freight charges shall, at Dow's option, be based on one of the following methods of weight determination: (a) The description of the commodity and the weight of the shipment shall be shown by Dow on the shipping order or bill of lading. (b) Dow shall show on shipping order or bill of lading the specific gravity at temperature loaded. (c) Dow shall show on shipping order or bill of lading the weight per gallon at temperature loaded. (d) The party which requests independent weighing of a shipment should pay weighing charge and all ensuing charges related to time and distance. Page: AI-6 Date: 02/28/95 Dow: Carrier: Chemical Leaman Time consumed in weighing vehicle, before or after loading, or both, at the point of shipment, shall be considered as part of time for loading and subject to charges set forth in Provision No. 4. Time consumed in weighing vehicle, before or after unloading, or both, at the point of destination, shall be considered as time for unloading and subject to charges and other provisions as set forth in Provision No. 4. Carrier shall provide Dow and/or consignee with a calibration chart for the trailer utilized. 13. ACCESSORIAL AND EMERGENCY SERVICES Accessorial and emergency service will be provided, if practicable, and such service charges shall be in accordance with the S.A.C. On Sundays and Holidays, time shall begin when Carrier's equipment leaves Carrier's terminal and continue until equipment is returned to the Carrier's terminal from which dispatched. Weekdays time will be computed Dow gate to gate. Any delay directly attributable to the Carrier will be subtracted from the total time. Time of equipment departure and arrival at the terminal will be indicated on the bill of lading or freight bill for each shipment. 13A. ASSISTANCE FROM OR EVACUATION OF POWER VEHICLE BY SECOND DRIVER - LOADING/UNLOADING When a two-person sleeper team is required to handle a shipment and Dow or the consignee requires the second person to assist in loading and/or unloading or to evacuate the power vehicle a charge (see the S.A.C.) will apply. Time to be computed from the time the Carrier's equipment arrives at the loading or unloading gate until the time the Carrier's equipment departs from the loading or unloading gate. Charges set forth in the S.A.C. will be in addition to all other applicable charges and shall be paid by the party requesting this service. 14. TANK CLEANING AND HEEL DISPOSAL When Carrier is requested to furnish a trailer for the transporation of products, which, because of its inherent nature requires cleaning and waste disposal before the trailer can be returned to service, the charges set forth in the S.A.C. will apply on the initial loading. These charges are in addition to all other lawful charges assessed against the shipment. Charges shall not be made on subsequent loading of the same trailer so long as said trailer remains continuously in the exclusive use of the same consignor, unless such consignor requests that the trailer be cleaned after delivery of any of these loadings, in which case the applicable additional charges shall be applied on the next loading of these products following such requested cleaning. Page: AI-7 Date: 02/28/95 Dow: Carrier: Chemical Leaman When two or more products are shipped at one time in a compartmented trailer, the applicable cleaning charge will be the highest applicable charge on any product in the trailer. 15. SPECIAL EQUIPMENT AND SERVICE When special equipment as listed below is required or requested by the consignor or consignee prior to movement of the shipment, such equipment, if available, will be furnished by Carrier subject to charges in the S.A.C. Air Blowers, Air Compressors, Air Dryers, Nozzles, and Pumps will be provided, as requested, without charge. (a) Heating-in-transit Service: Except as otherwise provided, Carrier will, upon request of consignor or consignee, furnish, if available, a trailer and/or tractor equipped with a controlled heating-in-transit system subject to the charges in the S.A.C. (b) Heating Service: When, upon request, of consignor or consignee, a shipment is stopped in transit for the purpose of heating the lading by steam or any other means, the charges in the S.A.C. will apply. Carrier will apply heat for the length of time prescribed by the consignor or consignee. Heating time will be deemed to start at the time heat is applied to the lading and shall end when the heat is removed. It shall be the responsibility of the consignor or consignee to make arrangements for the use of steam and other heating facilities at its own expense, although Carrier will, if requested, attempt to locate such facilities and make arrangements for their use provided, however, that the consignor or consignee shall agree to be responsible for any expense incurred for the use of such facilities. Time consumed by heating at consignor's site of pick up and/or consignee's site of delivery shall be considered as loading and/or unloading time and shall be charged for as provided in Provision No. 4. All charges set forth in this provision shall be in addition to all other lawful charges assessed against the shipment. 16. OVERNIGHT AND WEEKEND LAYOVER OVERNIGHT (a) When Carrier's vehicle arrives at point of loading, unloading, stop-off and/or final destination between 8:00 a.m. and 5:00 p.m. on a day between Monday and Friday, inclusive or on Saturday or Sunday if so requested by Dow or consignee, and Dow or consignee cannot complete loading and/or unloading on the date of arrival, the time the vehicle is detained between 8:00 a.m. Page: AI-8 Date: 02/28/95 Dow: Carrier: Chemical Leaman and 5:00 p.m., or the time the driver is released if later than 5:00 p.m., will be charged for according to the terms of Provision No. 4. If the vehicle (tractor and/or trailer) is detained until 8:00 a.m. the following morning at such point, or in the vicinity thereof, and the driver is not required to remain on duty, the terms or Provision No. 4 will not apply from 5:00 p.m. until 8:00 a.m. the following morning and in lieu therof, the charges in the S.A.C. for Single Driver or Sleeper Team for each overnight layover will apply. If the vehicle (tractor and/or trailer) is further detained, charges outlined above or in paragraph (b) below, as applicable, will be the same as if the vehicle had just arrived, except that no time without charge as provided for in the terms of Provision No. 4 will apply. WEEKEND LAYOVERS (b) When Carrier's Vehicle arrives at point of loading, unloading, stop-off and/or final destination between 8:00 a.m. and 5:00 p.m. on a Friday, and Dow or consignee cannot complete loading and/or unloading on the day of arrival, the time the vehicle is detained between 8:00 a.m. and 5:00 p.m., or the time the driver is released if later than 5:00 p.m., will be charged according to the terms of Provision No. 4 If the vehicle (tractor and/or trailer) is detained over the weekend until 8:00 a.m. Monday at such point, or in the vicinity thereof, and the driver is not required to remain on duty, the terms of Provision No. 4 will not apply from 5:00 p.m. on Friday, or the time the driver was released if later than 5:00 p.m. until 8:00 a.m. Monday morning and, in lieu thereof, the charges in the S.A.C. for Single Driver or Sleeper Team for such weekend layover will apply. If the vehicle (tractor and/or trailer) is further detained, charges outlined in paragraph (a) will apply the same as if the vehicle had just arrived, except that time without charge as provided for in Provision No. 4 will apply. When Carrier's vehicle arrives at point of loading, unloading, stop-off and/or final destination at a time other than between 8:00 a.m. and 5:00 p.m. and, when due to compliance with Dow and/or consignee instructions, a layover is required to complete loading and/or unloading, charges for detention time after 5:00 p.m. as provided in paragraph (a) and (b) above, whichever applies will be applicable. 17. SERVICE PERFORMANCE The Dow - Carrier Quality Team will review and assess the performance of the Carrier. Joint recommendations will be made to the Carrier to enhance the level of service provided to Dow. The joint Quality Team will meet a minimum of four (4) times per year, unless it is mutually agreed to increase or decrease the number of meetings required. The Carrier will be managing service levels with Dow using the Carrier Self-reporting mechanism set up by Dow. Page: AI-9 Date: 02/28/95 Dow: Carrier: Chemical Leaman 18. CLEANING AND WASTE DISPOSAL Carrier warrants that he will perform all duties of a "generator" as identified by the EPA in 40 CRF 260.10 and that any cleaning facilities used will meet all Resource Conservation and Recovery Act requirements. 19. DRUMMING FROM TANK TRAILERS Carrier will not off-load hazardous materials (as defined by DOT) from trailers into drums. If consignee should request Carrier to do this, Carrier shall refuse and notify Dow of same. Products designated as combustible are exempt from this policy. 20. CURRENCY Freight rates and/or charges applicable under the terms or Provisions of this Contract shall be states and payable in both U.S. and Canadian funds only, as defined in Appendix 2. 21. ALTERNATION OF RATES In Appendix II, where there is a conflict between tabular rates (mileage based) and point-to-point commodity rates, the rate that produces the lowest line haul transportation charge will apply. When shipments to, from, and between the United States and Canada are tendered and when there is a Dow Canada and a Dow U.S.A. contract, then the lowest contract freight rate in either contract will apply on either a prepaid or collect basis and the payment will be in U.S. fund only. 22. ARBITRATION If any disputes or differences in interpretation arise other than provided under Provisions 1 through 21 above, such disputes will be resolved by negotiations between the two parties or by a mutually agreed upon arbitrator. Page: SAC-1 Date: 03/14/97 Dow: Carrier: Chemical Leaman DOW CHEMICAL CANADA UNIFORM BULK MOTOR CARRIER CONTRACT STANDARD ACCESSORIAL CHART PROVISION (NO.) CHARGE DETENTION (4) Zero free time is allowed unless otherwise specified. Detention @ $8.00 per 1/4 hour increment or fraction thereof (billed in monthly statements) CANCELLED VEHICLE (5) $190 cad $140 usd DIVERSION/RECONSIGNMENT (6) $50 cad $35 usd REJECTED SHIPMENTS (8) $2.20 cad/loaded mile $1.65 usd/loaded mile SPOTTING FOR LINE HAUL $150 cad flat $140 usd flat MOVEMENTS (9) $1.95 cad/mile $1.46 usd/mile $70 cad minimum $55 usd minimum SPOTTING FOR STORAGE (9) DETERMINED BY LOCAL CONTRACT TERMS AND CHARGES AS LISTED IN APPENDIX II SUNDAY AND HOLIDAYS (10) $230 cad $230 usd STOP-OFF INTRANSIT (11) $60 cad $45 usd o Denotes Change Page: SAC-2 Date: 03/14/97 Dow: Carrier: Chemical Leaman DOW CHEMICAL CANADA UNIFORM BULK MOTOR CARRIER CONTRACT STANDARD ACCESSORIAL CHART
PROVISION (NO.) CHARGE - --------------- ------ ACCESSORIAL AND EMERGENCY $60 cad/hour $45 usd/hour SERVICE (13) SUNDAY AND HOLIDAYS; 8 HOURS MINIMUM OTHER DAYS; 4 HOURS MINIMUM ASSISTANCE FROM OR EVACU- $7 cad or $5 usd FOR EACH 15 MINUTE PERIOD ATION OF POWER VEHICLE WILL BE ASSESSED IF SECOND DRIVER IS BY SECOND DRIVER: REQUIRED TO ASSIST IN LOADING/ LOADING/UNLOADING (13A) UNLOADING OR EVACUATE FROM HIS UNIT TANK CLEANING AND Caustic Soda $175 cad $125 usd HEEL DISPOSAL (14) Latex $185 cad Other $150 cad Glycol $180 cad Dry Bulk Conversion $250 cad Wash SPECIAL EQUIPMENT A. tractor: $60 cad $45 usd AND SERVICE (15) tractor and trailer: $110 cad $85 usd B. heating: $60 cad/hr $45 usd/hr $15 cad/1/4hr $11.25 usd/1/4 hr OVERNIGHT AND $210 cad SINGLE DRIVER -OVERNIGHT WEEKEND LAYOVERS (16) $290 cad SLEEPER TEAM -OVERNIGHT $630 cad SINGLE DRIVER -WEEKEND $1,760 cad SLEEPER TEAM -WEEKEND $200 usd SINGLE DRIVER -OVERNIGHT $275 usd SLEEPER TEAM -OVERNIGHT $600 usd SINGLE DRIVER -WEEKEND $1,760 usd SLEEPER TEAM -WEEKEND
o Denotes Change Page: SAC-3 Date: 03/14/97 Dow: Carrier: Chemical Leaman DOW CHEMICAL CANADA UNIFORM BULK MOTOR CARRIER CONTRACT STANDARD ACCESSORIAL CHART
PROVISION (NO.) CHARGE - --------------- ------ o SCHEDULE OF MINIMUM These minimum charges apply to all linehaul rates CHARGES(minimum charge contained in this Agreement. is based on the Rand McNally Milemaker miles from origin to One-Way Billed Minimum destination for each shipment). Miles/Shipment Charge/Shipment -------------- --------------- 0 - 10 $210 11 - 25 250 26 - 50 290 51 - 75 300 76 - 100 375 101 - 125 433 126 - 150 480 151 - 175 515 176 - 200 575 201 - 225 585
o Denotes Change Page: II-1(MIS) Date: 03/14/97 Dow: CLEA: APPENDIX II BULK MOTOR CARRIER CONTRACT THE DOW CHEMICAL COMPANY AND CHEMICAL LEAMAN TANK LINES, INC. Accessorial Charges: Rules not specified in Dow S.A.C. provision shall default to CLEA 100 Accessorials. ALL RATES NOT BROUGHT FORWARD ARE HEREBY CANCELED Item 100 - -------- Origin: Brampton, ON, Cornwall, ON, Corunna, ON, Hamilton, ON, Sarnia, ON, Thunder Bay, ON, Montreal, PQ, Trois Rivieres, PQ, and Varennes, PQ Commodity: Liquid Commodities in MC-307, non-dedicated, reloadable trailers
Destination Rate/Mile + Flat/Charge ----------- --------- ----------- 02:0200 LA, TX $ 1.50 + -$128 02:0201 Houston, TX (within 100 miles) 1.50 -128 02:0202 Dallas, TX (within 100 miles) 1.78 + -128 02:0203 AL, AR, CT, DE, FL, GA, IL, KY, 2.15 + -128 KS, MD, MA, MS, NC, NJ, NY, OH, PA, RI, SC, TN, VA, WV 02:0204 AZ, IA, ME, NM, OK 2.52 + -128 02:0205 CA 2.22 + -128 02:0206 IN, MN 2.76 + -128 02:0207 CO, WY 3.06 + -128 02:0208 ID, MT, NE, OR, VT, WA 3.02 + -128 02:0209 NV 2.63 + -128 02:0210 NH, WI, MO 2.32 + -128 02:0211 ND 3.00 + -128 02:0212 VT 2.23 + -128
Item 200 - -------- Origin: Brampton, ON, Cornwall, ON, Corunna, ON, Hamilton, ON, Sarnia, ON, Thunder Bay, ON, Montreal, PQ, Trois Rivieres, PQ, and Varennes, PQ Commodity: Liquid or Dry commodities in dedicated trailers Destination: Points in the U.S. Miles Flat Charge Rate/Mile ----- ----------- --------- 02:0220 0-130 (Multiple loads only) $ -34 $ 2.68 02:0223 0-149 -18 3.15 150 & Over -13 3.05 o Denotes Change Page: II-2(MIS) Date: 03/14/97 Dow: CLEA: APPENDIX II BULK MOTOR CARRIER CONTRACT THE DOW CHEMICAL COMPANY AND CHEMICAL LEAMAN TANK LINES, INC. Accessorial Charges: Rules not specified in Dow S.A.C. provision shall default to CLEA 100 Accessorials. Item 300 02:0224 - -------- Origin: Points in Canada Commodity: Liquid Commodities in ISO containers Destination: Points in the U.S. o Spotting $24 usd per day per container Charge: $15 usd per day per chassis Rates applicable 7 days per week. o Denotes Change Page: II-1(SAR) Date: 03/14/97 Dow: CLEA: APPENDIX II BULK MOTOR CARRIER CONTRACT THE DOW CHEMICAL COMPANY AND CHEMICAL LEAMAN TANK LINES, INC. Accessorial Charges: Rules not specified in Dow S.A.C. provision shall default to CLEA 100 Accessorials. ALL RATES NOT BROUGHT FORWARD ARE HEREBY CANCELED Item 100 - -------- Origin: Sarnia, ON Commodity: Liquid Latex in MC-307, dedicated, single compartment trailers Destination Flat Charge Rate/Mile ----------- ----------- --------- 02:2201 Hannibal, MO $ -128 $ 2.75 02:2202 St. Louis, MO -128 2.75 Item 200 02:2203 - -------- Origin: Sarnia, ON Destination: Channahon, IL Commodity: Liquid Styrene Monomer in single compartment trailers Rate: $1,134/shipment Page: II-1(VAR) Date: 03/14/97 Dow: CLEA: APPENDIX II BULK MOTOR CARRIER CONTRACT THE DOW CHEMICAL COMPANY AND CHEMICAL LEAMAN TANK LINES, INC. Accessorial Charges: Rules not specified in Dow S.A.C. provision shall default to CLEA 100 Accessorials. ALL RATES NOT BROUGHT FORWARD ARE HEREBY CANCELED Item 100 04:0400 - -------- Origin: Varennes, PQ Commodity: Liquid Latex in single compartment trailers Destination: Potsdam, NY Rate: $568/shipment Detention Free Time: 1 hour for loading; 2 hours for unloading is included in rate Item 200 04:0402 - -------- Origin: Varennes, PQ Commodity: Liquid Latex in MC-307, non-dedicated, single compartment tandem trailers Destination: Madawaska, ME Rate: $2.75 usd per loaded mile Detention Free Time: 1 hour for loading; 2 hours for unloading is included in rate Item 300 04:0401 - -------- Origin: Varennes, PQ Commodity: Liquid Latex in dedicated, single compartment tri-axle trailers Destination: Madawaska, ME Rate: $3.30 usd per loaded mile Detention Free Time: 1 hour for loading; 2 hours for unloading is included in rate FOR INTERNAL DISTRIBUTION Dow Chemical Canada contract #4630-0201 hereby cancels contract #4800-0400 & #4630-0200, any rates not brought forward are canceled. Page: 1 Date: 09/22/95 Dow: Carrier: Chemical Leaman UNIFORM BULK MOTOR CARRIER CONTRACT This is a Contract to provide for international, interprovincial and intraprovincial, where applicable, motor carrier transportation of various cargoes between or among various geographic points, dated the 28th day of February 1995, by and between Chemical Leaman Tank Lines, Incorporated (hereinafter "Carrier") and Dow Chemical Canada Incorporated (hereinafter "Dow"). Dow is a diversified manufacturer of basic chemicals, plastics, specialty products and services and has a need for transportation service in the furtherance of its business. Carrier is a motor carrier desirous of providing transportation service to Dow. Therefore, in consideration of the premises, covenants and agreements contained herein, the parties agree as follows: 1. Pursuant to this non-exclusive transportation Contract Dow agrees to tender not less than twelve (12) shipments per year to Carrier for transportation and delivery as directed by Dow's Shipping Order/Bill of Lading which will accompany each tender, provided that if Carrier is unable to accomplish such transportation in whole or in part, Dow may make such shipments via other arrangements. 2. Carrier shall receive from Dow such quantities of goods as may be tendered for transportation from time to time, and Carrier shall make all reasonable effort to have the required equipment available, with trailer exteriors and interiors clean and presentable as befits a Dow quality load. Carrier will provide, as requested, a general list of all Carrier controlled or commercial cleaning locations where trailers have been cleaned after transporting Dow produced or purchased products. 3. Carrier shall transport and carry the goods without delay caused by anything in Carrier's control. Any and all occurrences which would be probable or certain cause for delay of delivery shall be immediately communicated to Dow by Carrier. In addition, Carrier will furnish when its capabilities are developed, via electronic data interchange, periodic transmissions of data elements of each Dow shipment and receipt in format specified by the United States Electronic Data Interchange Standards published by the Transportation Data Coordinating Committee, as well as similar data elements for automated payment of freight bills. 4. Dow agrees to pay Carrier, as compensation for such transportation, the rates and charges shown in Appendices I and II to this Contract. All changes must be Page: 2 Date: 09/22/95 Dow: Carrier: Chemical Leaman approved in writing by both parties. All rates will apply to both prepaid and collect shipments. In the event that the consignee also has a contract rate in effect with the Carrier and the shipment is tendered on a "freight collect" basis, the consignee's contract rate will apply in lieu of rates included in this Contract. If, on collect shipments, consignee fails to pay Carrier's freight bills after Carrier has made a conscientious effort to collect, Dow will pay such freight bills, provided Carrier furnishes proof of efforts to collect from consignee. 5. Carrier personnel (including driving personnel, whether employees of Carrier or of Carrier's agents known as "fleet operators" or "leased operators") will comply with all plant rules and regulations while on Dow's or consignee's plant premises. Carrier shall inform all of its employees and personnel who may come onto such premises of this requirement. Any Carrier employee or person who does not comply with all plant rules and regulations may be summarily rejected and directed to immediately leave the premises at the exclusive risk and expense of the Carrier. Carrier agrees to utilize adequate motor truck equipment and qualified personnel for performance of its obligations under this Contract, an to operate its business at all times in compliance with all applicable federal, state, and local laws, rules, and regulations. Worker's Compensation Insurance for Carrier's drivers or operators, if required, shall be obtained and maintained at the exclusive cost and risk of Carrier. 6. Carrier shall comply with the financial responsibility requirements of the appropriate federal and provincial regulatory agency through which the Carrier operates. Carrier shall procure and maintain, at the expense of the Carrier, liability insurance with a reputable and financially responsible insurance carrier properly insuring Carrier against liabilities and claims (a) for injuries to persons (including injuries resulting in death) and damage to property, in an amount, in the case of each casualty, of not less than $5,000,000 cad; and (b) for loss of or damage to freight, in an amount not less than $250,000 cad with respect to each shipment. Carrier shall have his insurance carrier(s) furnish directly to Dow or its contractor certificates that such coverage is in effect, and will instruct carrier to directly notify Dow or its contractor if coverage is cancelled or changed. 7. Carrier shall indemnify, defend, and hold Dow, its employees and agents harmless from claims, demands and causes of action asserted against Dow, its employees or agents, by any other person (including without limitation Carrier's and Dow's employees) for personal injury or death or for loss of or damage to property and resulting from the willful or negligent acts or omissions of Carrier. Dow shall indemnify, defend, and hold Carrier, its employees, agents, and subcontractors harmless from claims, demands, and causes of action asserted against Carrier, its employees, agents, or subcontractors by any other person (including without limitation Dow's and Carrier's employees) for personal injury or death or for loss of or damage to property and resulting from the willful or negligent acts or omissions of Dow. Where personal injury, death, or loss of or damage to property is the result of the joint negligence or misconduct of Dow and Carrier, the parties expressly agree to indemnify each other in proportion to its share of such joint negligence or misconduct. Page: 3 Date: 09/22/95 Dow: Carrier: Chemical Leaman 8. Carrier assumes complete responsibility and liability regardless of the fault of any person for all loss of, or damage to, goods transported hereunder, except where caused in whole or in part by Dow's negligence or acts of God in which Carrier had no contributory negligence. In those cases Dow will assume responsibility and liability for only that portion of the loss or damage caused by Dow's negligence and Carrier shall be liable for the remainder. Carrier's responsibility for damage or loss to goods transported shall commence from the time of acceptance at the shipping point until delivery at the proper destination in accordance with Dow's written instructions. In the event of loss or damage during transit, except as limited in this paragraph above, Carrier shall pay Dow the full value of the lost or damaged goods plus any and all additional transportation costs. Value of the lost or damaged goods shall be determined by type of sale in the following manner: Trade Sale: Dow will provide Carrier with invoice documentation. Non-Trade Sale: Value will be determined as reported weekly in the Chemical Marketing Reporter or Dow's Price Book if the product(s) is not covered specifically in the Chemical Marketing Reporter. When used in this Contract, "shipping point" means the place where the goods or cargo are tendered by Dow to the custody of Carrier or Carrier's agent for transportation. For all shipments rated under this agreement, no claims for overcharges or undercharges will be made by either party after one (1) year from date of shipment. 9. Any assignment of any benefit or obligation of this Contract, in whole or in part, by either party, without the prior express written consent of the other party, shall be void and of no effect. 10. This Contract shall become effective upon the date of the permit (if one is issued) by the appropriate federal or provincial agency, or the last date in the signatory provision below, whichever is later, and shall continue for one (1) year and thereafter from year to year unless: (a) cancelled by either party at any time upon thirty (30) days' written notice to the other party at the address stated below; or (b) Carrier's loss or revocation of authority (for any reason) by any federal or provincial regulatory body having jurisdiction over Carrier's operation, and/or cancellation of Carrier's insurance policy, in which case this Contract can be terminated immediately; or (c) Cancelled by either party upon material breach by the other party of any obligation contained herein. Carrier should give Dow immediate notice of the occurrence of any event covered by subsection (b). The obligation contained in paragraphs 7, 8 and 15 shall survive termination of this Agreement. Page: 4 Date: 09/22/95 Dow: Carrier: Chemical Leaman 11. Any notices or correspondence in reference to this Contract should be sent via Canada Post, postage prepaid: to Carrier at: Chemical Leaman Tank Lines, Incorporated P.O. Box 734 34 Vinemont Drive Fonthill, Ontario, Canada L0S 1E0 Attn: Mr. Wolfgang Liebscher to Dow at: Dow Chemical Canada Incorporated Transportation & Logistics Services Purchasing 1425 Vidal Street South, P.O. Box 3030 Sarnia, Ontario, Canada N7T 7M1 Attn: Sharon Harding, Motor Carrier Supply Manager Phone: 519-339-3453 Fax: 519-339-5112 12. Carrier shall be an independent contractor under this Contract and shall assume all of the rights, obligations and liabilities applicable to it as such. Neither Carrier nor any of its employees or agents shall be considered an employee of Dow, nor shall any partnership, co-venture or joint-employer relationship be created by virtue of this Contract or of its performance. No prior course of dealing or performance between Carrier and Dow shall modify Carrier's status under this Contract as an independent contractor. 13. Dow agrees to pay all uncontested charges within thirty (30) days after receipt of the freight invoice through Dow's payment department or payment agent. 14. This Contract is governed by the laws of the Province of Ontario for general contract matters. 15. Carrier agrees to keep secret all Dow technical and business information which it has received or may receive and not to reveal or to divulge such information to third parties or to use, or to publish it in any manner whatsoever without obtaining Dow's prior written approval; provided, however, that Carrier shall not be bound to keep secret any such information which (a) was known to Carrier prior to the date of the Contract from sources other than Dow, or (b) which is or becomes available to the public without fault on Carrier's part, or (c) which is disclosed to Carrier by a party not related, directly or indirectly, to Dow, who has rightful claim to such information. Carrier shall only use Dow technical and business information to provide the services required under this Contract. 16. This Contract states the entire agreement between the parties and there are no other agreements or understandings whatsoever, expressed or implied. Page: 5 Date: 09/22/95 Dow: Carrier: Chemical Leaman Amendments or modifications to this Contract must be made in writing, identified as an amendment or modification and signed by both Dow and Carrier. Any term or provision in any prior or subsequent writing to the date of this Contract which is in conflict with any term or provision of this Contract is objected to and rejected. 17. Should any provision of this Contract be determined by competent public authority or court to be invalid or unenforceable, then such invalid or unenforceable provision shall be severed from this Contract without effect on the validity of the remaining provisions. 18. If Carrier accepts instructions from a non-Dow party or consignee, all resultant, legitimate charges will be billed by Carrier to the party causing the charge to occur. 19. In cases whereby Carrier is in a single source position, a policy that does not allow Carrier to turn down requests for transportation of goods is in effect. Carrier will have to make arrangements with other Dow approved carriers for the transportation of all goods from the location where Carrier is the only designated carrier. The services provided by carrier hereunder are designed to meet the distinct needs of Dow. In Witness Whereof, the parties have executed this Contract on the date shown below. Chemical Leaman Tank Lines, Incorporated Dow Chemical Canada Incorporated /s/ __[Illegible]______________________ /s/ Sharon Harding NAME: _________________________________ NAME: Sharon Harding TITLE: ________________________________ TITLE: Motor Carrier Supply Manager DATE: _____10/05/95____________________ DATE: September 22, 1995 Page: AI-1 Date 02/28/95 Dow: Carrier: Chemical Leaman Customer Dow Canada Contract # 4800 Addendum I. D. 00BP P/C/O P/C Eff. Date 02-28-95 Ins S/C Backout Yes___ No___ APPENDIX I ---------- BULK ---- ADDITIONAL CONTRACT PROVISIONS 1. COMMON CARRIER SERVICE NOT EXCLUDED The normal operations of Carrier as a motor Common Carrier shall not be affected by this Contract, nor shall Carrier be precluded from performing transportation services for Dow as a Common Carrier in connection with transportation services outside the scope of this Contract. 2. COMPUTATION OF MILEAGE Distances between all points shall be based upon Rand McNally MILEMAKER System as determined from the Household Goods Carriers' Bureau Mileage Guide No. 14 or reissues thereof. 3. CONDITION OF TANKS TENDERED FOR LOADING Carrier will supply "clean, dry, and free of contaminating odor" tank equipment of the type needed for the product involved. Pumps and hoses must be free of contaminants, and hose ends (when not in use) must be protected from contamination. 4. DETENTION (a) Except as otherwise more specifically provided for in Appendix II of this Contract, two hours for loading without charge at any Dow or Dow designated location and two hours for unloading without charge at any consignee's location will be allowed. (b) A charge (see Standard Accessorial Chart (hereinafter "S.A.C.")) for each hour or fraction thereof shall be assessed for the time Carrier's equipment is detained through no fault of the Carrier to complete the act of loading or unloading after the expiration of the times for these acts as specified in paragraph (a) of this Provision. (c) Any detention charge is not to exceed the amount as stated in the S.A.C. for any given 24 hour period. (d) If Dow causes the detention, Dow will pay. If consignee causes the detention, Carrier will bill the consignee. On stop-off shipments Carrier will bill the Dow shipping location for all unloading detention on a separate involce. Page: AI-2 Date 02/28/95 Dow: Carrier: Chemical Leaman (e) Time for loading is to be computed from the time of arrival of Carrier's equipment at the Dow scales to the time of departure from Dow's scales. Time for unloading is to be computed from the time of arrival of Carrier's equipment at any consignee's gate to the time of departure from consignee's gate. 5. CANCELLED VEHICLES Except as otherwise provided (see Exception), when a tractor-trailer unit is ordered by Dow and such order is subsequently cancelled or postponed by Dow after the vehicle has been dispatched from the Carrier's terminal, the charges in the S.A.C. will apply. In addition, the terms of Provision No. 4 will apply, except that no time without charge shall be allowed. Exception: When the vehicle ordered is subsequently cancelled for the shipment of the commodity for which it was specifically ordered, but such vehicle is used in the shipment of the same commodity to a different destination, or is used in a shipment of a different commodity to the same destination or a different destination, the terms of this Provision will not apply if the vehicle, as presented, is acceptable for loading without cleaning, and if the vehicle is of an acceptable capacity to Dow. Furthermore, if cancellation is communicated to Carricr more than two hours prior to scheduled departure, this Provision does not apply. 6. DIVERSION OR RECONSIGNMENT Shipments moving on rates named in this Contract may be diverted or reconsigned in transit or at billed destination, subject to the following conditions: (a) The term "Diversion or Reconsignment" means a change in the name of consignee and/or destination of the entire shipment, or any other instructions given to the Carrier requiring an addition to, or change in, billing necessary to effect delivery or involving an additional movement of equipment. (b) On shipments diverted or reconsigned to a place of unloading within the corporate limits of the municipality to which the shipment was originally consigned, the applicable rate from point of origin to destination will apply, in addition to the charge provided in the S.A.C. (c) On a shipment diverted or reconsigned to a place of unloading not within the corporate limits of the municipality to which the shipment was originally consigned, the applicable rates (see Exception) shall be determined from mileage tables herein based on the mileage from point of origin to final destination over the route of actual movement as per Dows' instruction computed in accordance with Provision No. 2, and will apply in addition to the charges provided in the S.A.C. Page: AI-3 Date 02/28/95 Dow: Carrier: Chemical Leaman Exception: When point of diversion or reconsignment is on the most direct highway route and is intermediate to the final destination, the rate to the final destination will apply. (d) On such movements, freight charges will be computed on the actual loaded movement miles. (e) The charge, (see S.A.C.) for each diversion or reconsignment. is in addition to all other applicable charges. This charge will be billed to company requesting diversion or reconsignment. (f) Time consumed in waiting for orders under this provision will be considered part of unloading time, and detention charges will be assessed as provided in Provision No. 4 above, if time without charge has elapsed. (g) A request for diversion or reconsignment must be made or confirmed in writing by the shipper. (Preferably with an amended bill of lading or shipping notice being presented to the Carrier.) 7. HOSE When hose is required or requested to effect either pickup or delivery, or both, of a single shipment, then either a two, three, or four inch inside diameter hose length(s) will be provided. All hoses will be provided without charge. 8. REJECTED SHIPMENTS If, for any reason not ascribable to the Carrier or its personnel, a shipment is rejected by the consignee at destination, notification to Dow shall be given in writing, telephone, or telegraph, requesting disposition. The charges to be applied on such rejected, returned shipments shall be in accordance with the S.A.C. as applied to the outbound shipment rates as published from the original point of origin to the original point of destination on the date of the returned shipment and shall be based on the actual weight of the product returned. Time consumed waiting for orders under this provision will be considered as part of unloading time, and detention charges will be assessed in accordance with Provision No. 4. 9 SPOTTING NON-POOLED SEMI-TRAILERS FOR LINE HAUL MOVEMENTS OR STORAGE (a) Except as otherwise provided, when, for Dow's convenience, Carrier is requested or required to place and leave a single semi-tank trailer on the premises of Dow, or any other practical site they may designate for the purpose of loading or unloading for a line haul movement a charge in accordance with the S.A.C. for each 24 hour period or fraction thereof will apply. (b) An allowance of one (1) hour without charge for spotting and one (1) hour without charge for pickup will be allowed (see Provision No. 4). Page: AI-4 Date 02/28/95 Dow: Carrier: Chemical Leaman (c) When, in connection with such spotting, it becomes necessary to move tractor(s) without semi-trailers, the charges in the S.A.C. will apply covering the movement of such tractor(s) for the miles travelled from and the miles travelled to return to the Carrier's terminal from which the tractor(s) was(were) dispatched. (d) When spotting is for the purpose of storage, the conditions and charges will be negotiated on a local basis and shown in Appendix II for that site location. (e) Carrier agrees that Dow may move Carrier's trailers within Dow's premises; however, Dow will be responsible for any damage incurred to trailers during such movement. (f) Dow will be liable for tank cleaning charge as provided in the S.A.C., if applicable, when trailer is released from spotting. 10. SUNDAY AND HOLIDAY SHIPMENTS If Carrier is required by Dow to load, pick-up, unload, or actually deliver on a Sunday or Holiday, the charge in the SAC will apply on a per unit basis. The intent is to compensate Carrier for "call-out" of local drivers to perform this work. The charge does not apply if the shipment is enroute over a Sunday or Holiday, but is loaded or unloaded (picked up or delivered) on any other day. The term "holiday" is hereby defined to include the following days or the day on which they are celebrated: New Year's Day Canada Day Thanksgiving Day Good Friday St. Jean Baptiste (PQ only) Christmas Day Victoria Day Civic Holiday (ON only) Labour Day Carrier reserves the right to perform service on Sundays and Holidays (not requested, but consented to, by shipper upon Carrier's request) for operating reasons, in which case extra charges herein do not apply. 11. STOP-OFF IN TRANSIT TO COMPLETE LOADING AND/OR FOR PARTIAL DELIVERY (a) Except as otherwise provided, shipments may be stopped in transit to complete loading and/or partial delivery. (b) A shipment loaded at two or more places within the corporate limits of a single point of origin and/or delivered to two or more places within the corporate limits of a single destination, shall be considered as being stopped in transit to complete loading and/or partial delivery under the conditions of this provision. (c) A shipment stopped in transit for partial delivery may be delivered to two or more consignees within the corporate limits of a single destination or may be delivered to two or more consignees at two or more destinations. Page: AI-5 Date 02/28/95 Dow: Carrier: Chemical Leaman (d) To determine the mileage on shipments loaded at two or more places within the corporate limits of a single point of origin and/or delivered to two or more places within the corporate limits of a single destination, except as otherwise provided, see paragraph (f) of this provision. (e) To determine the mileage on shipments loaded at two or more places which are not all within the corporate limits of a single point and/or delivered to two or more places which are not all within the corporate limits of a single destination, except as otherwise provided, see paragraph (f) of this Provision. (f) To determine the applicable mileages for shipments made in paragraphs (d) and (e) of this provision, the Rand McNally MILEMAKER will apply and shall start at the point of loading and include the miles travelled by the vehicle via all stop-in-transit points to final destination or to the point at which the vehicle discharges the last portion of its cargo. Mileages so computed shall be used to determine the applicable rate for the entire shipment and shall apply on the number of gallons or pounds of commodity loaded at origin, subject to the minimums provided herein. (g) In addition to all other lawful charges, an additional stop-off charge, as stated in the S.A.C., will apply. Such charge shall not be assessed at the origin or final destination. (h) Aggregate total loading or unloading times will be charged for in accordance with Provision No. 4. 12. WEIGHING VEHICLES Unless otherwise provided, freight charges shall, at Dow's option, be based on one of the following methods of weight determination: (a) The description of the commodity and the weight of the shipment shall be shown by Dow on the shipping order or bill of lading. (b) Dow shall show on shipping order or bill of lading the specific gravity at temperature loaded. (c) Dow shall show on shipping order or bill of lading the weight per gallon at temperature loaded. (d) the party which requests independent weighing of a shipment should pay weighing charge and all ensuing charges related to time and distance. Page: AI-6 Date 02/28/95 Dow: Carrier: Chemical Leaman Time consumed in weighing vehicle, before or after loading, or both, at the point of shipment, shall be considered as part of time for loading and subject to charges set forth in Provision No. 4. Time consumed in weighing vehicle, before or after unloading, or both, at the point of destination, shall be considered as time for unloading and subject to charges and other provisions as set forth in Provision No. 4. Carrier shall provide Dow and/or consignee with a calibration chart for the trailer utilized. 13. ACCESSORIAL AND EMERGENCY SERVICES Accessorial and emergency service will be provided, if practicable, and such service charges shall be in accordance with the S.A.C. On Sundays and Holidays, time shall begin when Carrier's equipment leaves Carrier's terminal and continue until equipment is returned to the Carrier's terminal from which dispatched. Weekdays tune will be computed Dow gate to gate. Any delay directly attributable to the Carrier will be subtracted from the total time. Time of equipment departure and arrival at the terminal will be indicated on the bill of lading or freight bill for each shipment. 13A. ASSISTANCE FROM OR EVACUATION OF POWER VEHICLE BY SECOND DRIVER - LOADING/UNLOADING When a two-person sleeper team is required to handle a shipment and Dow or the consignee requires the second person to assist in loading and/or unloading or to evacuate the power vehicle a charge (see the S.A.C.) will apply. Time to be computed from the time the Carrier's equipment arrives at the loading or unloading gate until the time the Carrier's equipment departs from the loading or unloading gate. Charges set forth in the S.A.C. will be in addition to all other applicable charges and shall be paid by the party requesting this service. 14. TANK CLEANING AND HEEL DISPOSAL When Carrier is requested to furnish a trailer for the transportation of products, which, because of its inherent nature requires cleaning and waste disposal before the trailer can be returned to service, the charges set forth in the S.A.C. will apply on the initial loading. These charges are in addition to all other lawful charges assessed against the shipment. Charges shall not be made on subsequent loading of the same trailer so long as said trailer remains continuously in the exclusive use of the same consignor, unless such consignor requests that the trailer be cleaned after delivery of any of these loadings, in which case the applicable additional charges shall be applied on the next loading of these products following such requested cleaning. Page: AI-7 Date 02/28/95 Dow: Carrier: Chemical Leaman When two or more products are shipped at one time in a compartmented trailer, the applicable cleaning charge will be the highest applicable charge on any product in the trailer. 15. SPECIAL EQUIPMENT AND SERVICE When special equipment as listed below is required or requested by the consignor or consignee prior to movement of the shipment, such equipment, if available, will be furnished by Carrier subject to charges in the S.A.C. Air Blowers, Air Compressors, Air Dryers, Nozzles, and Pumps will be provided, as requested, without charge. (a) Heating-in-transit Service: Except as otherwise provided, Carrier will, upon request of consignor or consignee, furnish, if available, a trailer and/or tractor equipped with a controlled heating-in-transit system subject to the charges in the S.A.C. (b) Heating Service: When, upon request, of consignor or consignee, a shipment is stopped in transit for the purpose of heating the lading by steam or any other means, the charges in the S.A.C will apply. Carrier will apply heat for the length of time prescribed by the consignor or consignee. Heating time will be deemed to start at the time heat is applied to the lading and shall end when the heat is removed. It shall be the responsibility of the consignor or consignee to make arrangements for the use of steam and other heating facilities at its own expense, although Carrier will, if requested, attempt to locate such facilities and make arrangements for their use provided, however, that the consignor or consignee shall agree to be responsible for any expense incurred for the use of such facilities. Time consumed by heating at consignor's site of pick up and/or consignee's site of delivery shall be considered as loading and/or unloading time and shall be charged for as provided in Provision No. 4. All charges set forth in this provision shall be in addition to all other lawful charges assessed against the shipment. 16. OVERNIGHT AND WEEKEND LAYOVER OVERNIGHT (a) When Carrier's vehicle arrives at point of loading, unloading, stop-off and/or final destination between 8:00 a.m. and 5:00 p.m. on a day between Monday and Friday, inclusive or on Saturday or Sunday if so requested by Dow or consignee, and Dow or consignee cannot complete loading and/or unloading on the date of arrival, the time the vehicle is detained between Page: AI-8 Date 02/28/95 Dow: Carrier: Chemical Leaman 8:00 a.m. and 5:00 p.m., or the time the driver is released if later than 5:00 p.m., will be charged for according to the terms of Provision No. 4. If the vehicle (tractor and/or trailer) is detained until 8:00 a.m. the following morning at such point, or in the vicinity thereof, and the driver is not required to remain on duty, the terms of Provision No. 4 will not apply from 5:00 p.m. until 8:00 a.m. the following morning and in lieu thereof, the charges in the S.A.C. for Single Driver or Sleeper Team for each overnight layover will apply. If the vehicle (tractor and/or trailer) is further detained, charges outlined above or in paragraph (b) below, as applicable, will be the same as if the vehicle had just arrived, except that no time without charge as provided for in the terms of Provision No. 4 will apply. WEEKEND LAYOVERS (b) When Carricr's vehicle arrives at point of loading, unloading, stop-off and/or final destination between 8:00 a.m. and 5:00 p.m. on a Friday, and Dow or consignee cannot complete loading and/or unloading on the day of arrival, the time the vehicle is detained between 8:00 a.m. and 5:00 p.m., or the time the driver is released if later than 5:00 p.m., will be charged according to the terms of Provision No. 4. If the vehicle (tractor and/or trailer) is detained over the weekend until 8:00 a.m. Monday at such point, or in the vicinity thereof, and the driver is not required to remain on duty, the terms of Provision No. 4 will not apply from 5:00 p.m. on Friday, or the time the driver was released if later than 5:00 p.m. until 8:00 a m. Monday morning and, in lieu thereof, the charges in the S.A.C. for Single Driver or Sleeper Team for such weekend layover will apply. If the vehicle (tractor and/or trailer) is further detained, charges outlined in paragraph (a) will apply the same as if the vehicle had just arrived. except that time without charge as provided for in Provision No. 4 will apply. When Carrier's vehicle arrives at point of loading, unloading, stop-off and/or final destination at a time other than between 8:00 a.m. and 5:00 p.m. and, when due to compliance with Dow and/or consignee instructions, a layover is required to complete loading and/or unloading, charges for detention time after 5:00 p.m. as provided in paragraph (a) and (b) above, whichever applies will be applicable. 17. SERVICE PERFORMANCE The Dow - Carrier Quality Team will review and assess the performance of the Carrier. Joint recommendations will be made to the Carrier to enhance the level of service provided to Dow.The joint Quality Team will meet a minimum of four (4) times per year, unless it is mutually agreed to increase or decrease the number of meetings required. The Carricr will be managing service levels with Dow using the Carrier Self-reporting mechanism set up by Dow. Page: AI-9 Date 02/28/95 Dow: Carrier: Chemical Leaman 18. CLEANING AND WASTE DISPOSAL Carrier warrants that he will perform all duties of a "generator" as identified by the EPA in 40 CRF 260.10 and that any cleaning facilities used will meet all Resource Conservation and Recovery Act requirements. 19. DRUMMING FROM TANK TRAILERS Carrier will not off-load hazardous materials (as defined by DOT) from trailers into drums. If consignee should request Carrier to do this, Carrier shall refuse and notify Dow of same. Products designated as combustible are exempt from this policy. 20. CURRENCY Freight rates and/or charges applicable under the terms or Provisions of this Contract shall be stated and payable in both U.S. and Canadian funds only, as defined in Appendix 2. 21. ALTERNATION OF RATES In Appendix 11, where there is a conflict between tabular rates (mileage based) and point-to-point commodity rates, the rate that produces the lowest line haul transportation charge will apply. When shipments to, from, and between the United States and Canada are tendered and when there is a Dow Canada and a Dow U.S.A. contract, then the lowest contract freight rate in either contract will apply on either a prepaid or collect basis and the payment will be in U.S. funds only. 22. ARBITRATION If any disputes or differences in interpretation arise other than provided under Provisions 1 through 21 above, such disputes will be resolved by negotiations between the two parties or by a mutually agreed upon arbitrator. Page: SAC-1 Date 03/14/97 Dow: CLEA: DOW CHEMICAL CANADA UNIFORM BULK MOTOR CARRIER CONTRACT STANDARD ACCESSORIAL CHART PROVISION (NO.) CHARGE - --------------- ------ DETENTION (4) Zero free time is allowed unless otherwise specified. Detention @ $8.00 per 1/4 hour increment or fraction thereof (billed in monthly statements) CANCELLED VEHICLE (5) $190 cad $140 usd DIVERSION/RECONSIGNMENT(6) $50 cad $35 usd REJECTED SHIPMENTS (8) $2.20 cad/loaded mile $1.65 usd/loaded mile SPOTTING FOR LINE HAUL $150 cad flat $140 usd flat MOVEMENTS (9) $1.95 cad/mile $1.46 usd/mile $70 cad minimum $55 usd minimum SPOTTING FOR STORAGE (9) DETERMINED BY LOCAL CONTRACT TERMS AND CHARGES AS LISTED IN APPENDIX II SUNDAY AND HOLIDAYS (10) $230 cad $230 usd STOP-OFF INTRANSIT (11) $60 cad $45 usd - ---------- o Denotes Change Page: SAC-2 Date 03/14/97 Dow: CLEA: DOW CHEMICAL CANADA UNIFORM BULK MOTOR CARRIER CONTRACT STANDARD ACCESSORIAL CHART PROVISION (NO.) CHARGE - --------------- ------ ACCESSORIAL AND EMERGENCY $60 cad/hour $45 usd/hour SERVICE (13) SUNDAY AND HOLIDAYS; 8 HOURS MINIMUM OTHER DAYS; 4 HOURS MINIMUM ASSISTANCE FROM OR $7 cad or $5 usd FOR EACH 15 MINUTE PERIOD EVACUATION OF POWER VEHICLE WILL BE ASSESSED IF SECOND DRIVER IS BY SECOND DRIVER: REQUIRED TO ASSIST IN LOADING/ LOADING/UNLOADING (13A) UNLOADING OR EVACUATE FROM HIS UNIT TANK CLEANING AND Caustic Soda $175 cad $125 usd HEEL DISPOSAL (14) Latex $185 cad Other $150 cad Glycol $180 cad Dry Bulk Conversion $250 cad Wash SPECIAL EQUIPMENT A. tractor: $60 cad $45 usd AND SERVICE (15) tractor and trailer: $110 cad $85 usd B. heating: $60 cad/hr $45 usd/hr $15 cad/1/4 hr $11.25 usd/ 1/4 hr OVERNIGHT AND $210 cad SINGLE DRIVER - OVERNIGHT WEEKEND LAYOVERS (16) $290 cad SLEEPER TEAM - OVERNIGHT $630 cad SINGLE DRIVER - WEEKEND $1,760 cad SLEEPER TEAM - WEEKEND $200 usd SINGLE DRIVER - OVERNIGHT $275 usd SLEEPER TEAM - OVERNIGHT $600 usd SINGLE DRIVER - WEEKEND $1,760 usd SLEEPER TEAM - WEEKEND - ---------- o Denotes Change Page: SAC-3 Rev 1 Date 03/14/97 Dow: CLEA: DOW CHEMICAL CANADA UNIFORM BULK MOTOR CARRIER CONTRACT STANDARD ACCESSORIAL CHART PROVISION (NO.) CHARGE - --------------- ------ o SCHEDULE OF MINIMUM These minimum charges apply to all linehaul CHARGES (minimum charge rates contained in this Agreement. is based on the Rand McNally Milemaker miles from origin to destination for each shipment). One-Way Billed Minimum Miles/Shipment Charge/Shipment -------------- --------------- 0 - 10 $210 11 - 25 250 26 - 50 290 51 - 75 300 76 - 100 375 101 - 125 433 126 - 150 480 151 - 175 515 176 - 200 575 201 - 225 585 - ---------- o Denotes Change Page: II-1(CORN) Date 03/14/97 Dow: CLEA: APPENDIX II BULK MOTOR CARRIER CONTRACT THE DOW CHEMICAL COMPANY AND CHEMICAL LEAMAN TANK LINES, INC. Accessorial Charges: Rules not specified in Dow S.A.C. provision shall default to Canada Tariff of Tolls. ALL RATES NOT BROUGHT FORWARD ARE HEREBY CANCELED Item 100 - -------- Origin: Cornwall, ON Commodity: Liquid Commodities Destination Flat Charge ----------- ----------- 04:0401 Valleyfield, PQ $162 04:0400 Brockville, ON 192 Rates apply when 2 or more shipments are handled by the same driver, tractor and trailer within a 15 hour work day. Page: II-1(MIS) Rev 1 Date 03/14/97 Dow: CLEA: APPENDIX II BULK MOTOR CARRIER CONTRACT THE DOW CHEMICAL COMPANY AND CHEMICAL LEAMAN TANK LINES, INC. Accessorial Charges: Rules not specified in Dow S.A.C. provision shall default to Canada Tariff of Tolls. o Item 100 Between: Points in Canada Commodity: Liquid and Dry Products Miles Flat Charge + Rate/Mile ----- ----------- --------- 04:0410 0 - 130 (Multiple loads only) -$77 + $3.32 04:0415 0 - 149 -68 + 3.90 150 & Over -68 + 3.90 Item 200 04:4412 -------- Origin: Points in Canada Commodity: Liquid Commodities in ISO containers Destination: Points in Canada o Spotting $24 usd per day per container Charge: $15 usd per day per chassis Rates applicable 7 days per week. - ---------- o Denotes Change Page: II-1(VAR) Date 03/14/97 Dow: CLEA: APPENDIX II BULK MOTOR CARRIER CONTRACT THE DOW CHEMICAL COMPANY AND CHEMICAL LEAMAN TANK LINES, INC. Accessorial Charges: Rules not specified in Dow S.A.C. provision shall default to Canada Tariff of Tolls. ALL RATES NOT BROUGHT FORWARD ARK HEREBY CANCELED ------------------------------------------------- Item 100 - -------- Origin: Varennes, PQ Commodity: Latex Destination Flat Charge ----------- ----------- 04:0419 Rexdale, ON $726 04:0416 Brampton, ON 757 04:0417 Thorold, ON 869 Item 200 - -------- Origin: Varennes, PQ Commodity: Liquid Latex in single compartment trailers Destination Flat Charge ----------- ----------- 04:0429 Winnipeg, MB $4,800 04:0430 Edmunston, NB 1,235 04:0413 Brampton, ON 800 04:0428 Brantford, ON 950 04:0418 Cornwall, ON 420 04:0414 Thorold, ON 975 04:0427 Toronto, ON 800 04:0426 Drummondville, PQ 400 04:0420 East Angus, PQ 514 04:0421 Jonquiere, PQ 1,064 04:0423 Marieville, PQ 400 04:0425 St. Georges, PQ 705 04:0424 St. Raymen, PQ 620 04:0422 Trois Rivieres, PQ 415 Detention Free Time: 1 hour for loading; 2 hours for unloading is included in rate FOR INTERNAL DISTRIBUTION Dow Chemical Canada contract #4630-0201 hereby cancels contract #4800-0400 & #4630-0200, any rates not brought forward are canceled. Page: 1 Date: 09/22/95 Dow: Carrier: Chemical Leaman UNIFORM BULK MOTOR CARRIER CONTRACT This is a Contract to provide for international, interprovincial and intraprovincial, where applicable, motor carrier transportation of various cargoes between or among various geographic points, dated the 28th day of February 1995, by and between Chemical Leaman Tank Lines, Incorporated (hereinafter "Carrier") and Dow Chemical Canada Incorporated (hereinafter "Dow"). Dow is a diversified manufacturer of basic chemicals, plastics, specialty products and services and has a need for transportation service in the furtherance of its business. Carrier is a motor carrier desirous of providing transportation service to Dow. Therefore, in consideration of the premises, covenants and agreements contained herein, the parties agree as follows: 1. Pursuant to this non-exclusive transportation Contract Dow agrees to tender not less than twelve (12) shipments per year to Carrier for transportation and delivery as directed by Dow's Shipping Order/Bill of Lading which will accompany each tender, provided that if Carrier is unable to accomplish such transportation in whole or in part, Dow may make such shipments via other arrangements. 2. Carrier shall receive from Dow such quantities of goods as may be tendered for transportation from time to time, and Carrier shall make all reasonable effort to have the required equipment available, with trailer exteriors and interiors clean and presentable as befits a Dow quality load. Carrier will provide, as requested, a general list of all Carrier controlled or commercial cleaning locations where trailers have been cleaned after transporting Dow produced or purchased products. 3. Carrier shall transport and carry the goods without delay caused by anything in Carrier's control. Any and all occurrences which would be probable or certain cause for delay of delivery shall be immediately communicated to Dow by Carrier. In addition, Carrier will furnish when its capabilities are developed, via electronic data interchange, periodic transmissions of data elements of each Dow shipment and receipt in format specified by the United States Electronic Data Interchange Standards published by the Transportation Data Coordinating Committee, as well as similar data elements for automated payment of freight bills. 4. Dow agrees to pay Carrier, as compensation for such transportation, the rates and charges shown in Appendices I and II to this Contract. All changes must be Page: 2 Date: 09/22/95 Dow: Carrier: Chemical Leaman approved in writing by both parties. All rates will apply to both prepaid and collect shipments. In the event that the consignee also has a contract rate in effect with the Carrier and the shipment is tendered on a "freight collect" basis, the consignee's contract rate will apply in lieu of rates included in this Contract. If, on collect shipments, consignee fails to pay Carrier's freight bills after Carrier has made a conscientious effort to collect, Dow will pay such freight bills, provided Carrier furnishes proof of efforts to collect from consignee. 5. Carrier personnel (including driving personnel, whether employees of Carrier or of Carrier's agents known as "fleet operators" or "leased operators") will comply with all plant rules and regulations while on Dow's or consignee's plant premises. Carrier shall inform all of its employees and personnel who may come onto such premises of this requirement. Any Carrier employee or person who does not comply with all plant rules and regulations may be summarily rejected and directed to immediately leave the premises at the exclusive risk and expense of the Carrier. Carrier agrees to utilize adequate motor truck equipment and qualified personnel for performance of its obligations under this Contract, and to operate its business at all times in compliance with all applicable federal, state, and local laws, rules, and regulations. Worker's Compensation Insurance for Carrier's drivers or operators, if required, shall be obtained and maintained at the exclusive cost and risk of Carrier. 6. Carrier shall comply with the financial responsibility requirements of the appropriate federal and provincial regulatory agency through which the Carrier operates. Carrier shall procure and maintain, at the expense of the Carrier, liability insurance with a reputable and financially responsible insurance carrier properly insuring Carrier against liabilities and claims (a) for injuries to persons (including injuries resulting in death) and damage to property, in an amount, in the case of each casualty, of not less than $5,000,000cad; and (b) for loss of or damage to freight, in an amount not less than $250,000cad with respect to each shipment. Carrier shall have his insurance carrier(s) furnish directly to Dow or its contractor certificates that such coverage is in effect, and will instruct carrier to directly notify Dow or its contractor if coverage is cancelled or changed. 7. Carrier shall indemnify, defend, and hold Dow, its employees and agents harmless from claims, demands, and causes of action asserted against Dow, its employees or agents, by any other person (including without limitation Carrier's and Dow's employees) for personal injury or death or for loss of or damage to property and resulting from the willful or negligent acts or omissions of Carrier. Dow shall indemnify, defend, and hold Carrier, its employees, agents, and subcontractors harmless from claims, demands, and causes of action asserted against Carrier, its employees, agents, or subcontractors by any other person (including without limitation Dow's and Carrier's employees) for personal injury or death or for loss of or damage to property and resulting from the willful or negligent acts or omissions of Dow. Where personal injury, death, or loss of or damage to property is the result of the joint negligence or misconduct of Dow and Carrier, the parties expressly agree to indemnify each other in proportion to its share of such joint negligence or misconduct. Page: 3 Date: 09/22/95 Dow: Carrier: Chemical Leaman 8. Carrier assumes complete responsibility and liability regardless of the fault of any person for all loss of, or damage to, goods transported hereunder, except where caused in whole or in part by Dow's negligence or acts of God in which Carrier had no contributory negligence. In those cases Dow will assume responsibility and liability for only that portion of the loss or damage caused by Dow's negligence and Carrier shall be liable for the remainder. Carrier's responsibility for damage or loss to goods transported shall commence from the time of acceptance at the shipping point until delivery at the proper destination in accordance with Dow's written instructions. In the event of loss or damage during transit, except as limited in this paragraph above, Carrier shall pay Dow the full value of the lost or damaged goods plus any and all additional transportation costs. Value of the lost or damaged goods shall be determined by type of sale in the following manner: Trade Sale: Dow will provide Carrier with invoice documentation. Non-Trade Sale: Value will be determined as reported weekly in the Chemical Marketing Reporter or Dow's Price Book if the product(s) is not covered specifically in the Chemical Marketing Reporter. When used in this Contract, "shipping point" means the place where the goods or cargo are tendered by Dow to the custody of Carrier or Carrier's agent for transportation. For all shipments rated under this agreement, no claims for overcharges or undercharges will be made by either party after one (1) year from date of shipment. 9. Any assignment of any benefit or obligation of this Contract, in whole or in part, by either party, without the prior express written consent of the other party, shall be void and of no effect. 10. This Contract shall become effective upon the date of the permit (if one is issued) by the appropriate federal or provincial agency, or the last date in the signatory provision below, whichever is later, and shall continue for one (1) year and thereafter from year to year unless: (a) cancelled by either party at any time upon thirty (30) days' written notice to the other party at the address stated below; or (b) Carrier's loss or revocation of authority (for any reason) by any federal or provincial regulatory body having jurisdiction over Carrier's operation, and/or cancellation of Carrier's insurance policy, in which case this Contract can be terminated immediately; or (c) Cancelled by either party upon material breach by the other party of any obligation contained herein. Carrier should give Dow immediate notice of the occurrence of any event covered by subsection (b). The obligation contained in paragraphs 7, 8 and 15 shall survive termination of this Agreement. Page: 4 Date: 09/22/95 Dow: Carrier: Chemical Leaman 11. Any notices or correspondence in reference to this Contract should be sent via Canada Post, postage prepaid: to Carrier at: Chemical Leaman Tank Lines, Incorporated P.O. Box 734 34 Vinemont Drive Fonthill, Ontario, Canada LOS lE0 Attn: Mr. Wolfgang Liebscher to Dow at: Dow Chemical Canada Incorporated Transportation & Logistics Services Purchasing 1425 Vidal Street South, P.O. Box 3030 Sarnia, Ontario, Canada N7T 7M1 Attn: Sharon Harding, Motor Carrier Supply Manager Phone: 519-339-3453 Fax: 519-339-5112 12. Carrier shall be an independent contractor under this Contract and shall assume all of the rights, obligations and liabilities applicable to it as such. Neither Carrier nor any of its employees or agents shall be considered an employee of Dow, nor shall any partnership, co-venture or joint-employer relationship be created by virtue of this Contract or of its performance. No prior course of dealing or performance between Carrier and Dow shall modify Carrier's status under this Contract as an independent contractor. 13. Dow agrees to pay all uncontested charges within thirty (30) days after receipt of the freight invoice through Dow's payment department or payment agent. 14. This Contract is governed by the laws of the Province of Ontario for general contract matters. 15. Carrier agrees to keep secret all Dow technical and business information which it has received or may receive and not to reveal or to divulge such information to third parties or to use, or to publish it in any manner whatsoever without obtaining Dow's prior written approval; provided, however, that Carrier shall not be bound to keep secret any such information which (a) was known to Carrier prior to the date of the Contract from sources other than Dow, or (b) which is or becomes available to the public without fault on Carrier's part, or (c) which is disclosed to Carrier by a party not related, directly or indirectly, to Dow, who has rightful claim to such information. Carrier shall only use Dow technical and business information to provide the services required under this Contract. 16. This Contract states the entire agreement between the parties and there are no other agreements or understandings whatsoever, expressed or implied. Page: 5 Date: 09/22/95 Dow: Carrier: Chemical Leaman Amendments or modifications to this Contract must be made in writing, identified as an amendment or modification and signed by both Dow and Carrier. Any term or provision in any prior or subsequent writing to the date of this Contract which is in conflict with any term or provision of this Contract is objected to and rejected. 17. Should any provision of this Contract be determined by competent public authority or court to be invalid or unenforceable, then such invalid or unenforceable provision shall be severed from this Contract without effect on the validity of the remaining provisions. 18. If Carrier accepts instructions from a non-Dow party or consignee, all resultant, legitimate charges will be billed by Carrier to the party causing the charge to occur. 19. In cases whereby Carrier is in a single source position, a policy that does not allow Carrier to turn down requests for transportation of goods is in effect. Carrier will have to make arrangements with other Dow approved carriers for the transportation of all goods from the location where Carrier is the only designated carrier. The services provided by Carrier hereunder are designed to meet the distinct needs of Dow. In Witness Whereof, the parties have executed this Contract on the date shown below. CHEMICAL LEAMAN TANK LINES, INCORPORATED DOW CHEMICAL CANADA INCORPORATED /s/ [Illegible] /s/ Sharon Harding ------------------------------------ ------------------------------- NAME: NAME: Sharon Harding ---------------------------------- TITLE: TITLE: Motor Carrier Supply Manager ---------------------------------- DATE: 10/05/95 DATE: September 22, 1995 ---------------------------------- Page: II-1 (COFC) Rev 5 Date 10/16/96 Dow: CLEA: APPENDIX II BULK MOTOR CARRIER CONTRACT THE DOW CHEMICAL COMPANY AND CHEMICAL LEAMAN TANK LINES, INC. REPRESENTING UNION PACIFIC BULKTAINER SERVICE Item 100 88:0100 -------- Origin: Pittsburg, CA Destination: Midland, MI Commodity: Waste Tar Rate: $4,665/shipment Cleaning: Actual cost when cleaned when removed from Dow service Item 200 88:0101 -------- Origin: Ludington, MI Destination: Vancouver, WA Commodity: Magnesium Hydroxide, liquid Rate: $3,500/shipment Cleaning: Tank cleaning included in rate Item 300 88:0103 -------- Origin: Middletown, OH Destination: Pittsburg, CA Commodity: Surfactant, liquid Rate: $4,386/shipment Cleaning: Tank cleaning included in rate Item 400 88:0104 -------- Origin: Midland, MI Destination: Pittsburg, CA Commodity: Organophosphorus pesticide Rate: $4,053/shipment Cleaning: Tank cleaning outside of rate o Item 500 Moved to MISC Section -------- Effective: 10-16-96 o Denotes Change Page: II-2 (COFC) NEW Date 11/05/96 Dow: CLEA: APPENDIX II BULK MOTOR CARRIER CONTRACT THE DOW CHEMICAL COMPANY AND CHEMICAL LEAMAN TANK LINES, INC. REPRESENTING UNION PACIFIC BULKTAINER SERVICE o Item 600 88:0102 -------- Origin: Midland, MI Destination: Pachuta, MS Commodity: Organophosphorus Rate: $3,210/shipment Cleaning: Tank cleaning included in rate Page: II-2 (COFC) Rev 1 Date 11/20/96 Dow: CLEA: APPENDIX II BULK MOTOR CARRIER CONTRACT THE DOW CHEMICAL COMPANY AND CHEMICAL LEAMAN TANK LINES, INC. REPRESENTING UNION PACIFIC BULKTAINER SERVICE Item 600 88:0102 -------- Origin: Midland, MI Destination: Pachuta, MS Commodity: Organophosphorus Rate: $3,210/shipment Cleaning: Tank cleaning included in rate o Item 700 88:0105 -------- Origin: Midland, MI Destination: Fresno, CA Commodity: Herbicide, liquid Rate: $4,314/shipment Cleaning: Tank cleaning included in rate Page: II-3 (MISC) Rev 3 Date 10/16/96 Dow: CLEA: APPENDIX II BULK MOTOR CARRIER CONTRACT THE DOW CHEMICAL COMPANY AND CHEMICAL LEAMAN TANK LINES, INC. Item 1000 --------- Origin: Granite City, IL Destination: Points in the U.S. Commodity: Calcium Chloride Liquid Miles Flat Charge Rate/Loaded Mile ------------ ----------- ---------------- 10:0100 30 - 100 $ 83 + $ 2.30 10:0101 101 - 240 -2 + 3.07 241 - Over -128 + 3.45 o Item 1100 --------- Origin: Chicago, IL Commodity: Caustic Soda Solution, liquid Cleaning: When cleaned Miles Flat Charge Rate/Loaded Mile ------------ ----------- ---------------- 40:1500 30 - 100 $ 83 + $ 2.30 40:1501 101 - 240 -2 + 3.07 241 & Over -128 + 3.45 o Denotes Change Page: II-1(F) Rev 1 Date 12/13/96 Dow: CLEA: APPENDIX II BULK MOTOR CARRIER CONTRACT THE DOW CHEMICAL COMPANY AND CHEMICAL LEAMAN TANK LINES, INC. FREEPORT --------
Accessorial Charges: All accessorial charges not specifically covered by Dow Master Contract to be billed per CLEA 100 series. Item 100 04:4005 04:4006 o Intraplant Work: When upon request of the shipper, carrier provides a unit for intraplant work, a charge of $45.00/hour, or fraction thereof, shall apply, subject to a 4 hour minimum Monday thru Saturday and 8 hour minimum on Sunday and holidays. Spotting and/or $55.00 flat charge. If service takes more than one (1) hour, Pickup Service on bill extra time at intraplant rate of $41/hour, or fraction Tanks & Containers thereof, subject to 8 hour minimum on Saturdays. Spotted for Storage: Rental Charges: $70/day for plant storage trailers and ISO containers on 20' and 40' chassis. 04:4444 Dry Disconnects: When dry disconnects are required for delivery, an additional charge of $200 will apply to all shipments transported in non- dedicated equipment. Idle Day Charges: $50/day except Saturday, Sunday & Holidays on TDI Trailers 6-245, 6-246, 6-967, 7-263. 05:8954 $50/day except Saturday, Sunday & Holidays on magnesium chloride trailer 8-065. 05:8955
o Denotes Change Page: II-6(F) Rev 2 Date 12/01/96 Dow: CLEA: APPENDIX II BULK MOTOR CARRIER CONTRACT THE DOW CHEMICAL COMPANY AND CHEMICAL LEAMAN TANK LINES, INC. Item 1500 04:1500 --------- Origin: Points in U.S. excluding Texas Destination: Freeport, TX Commodity: Liquid Commodities in MC-307 trailer (reloadable 2/1 type only) Rate: -$128 flat charge + $1.75/loaded mile o Item 1600 04:4037 --------- Origin: Freeport, TX Destination: Channelview, TX Commodity: Liquid Commodities in MC-307 trailers Rate: $360/shipment o Item 1700 Reserved for future use --------- o Item 1800 Reserved for future use --------- o Denotes Change Page: II-7(F) NEW Date 12/01/96 Dow: CLEA: APPENDIX II BULK MOTOR CARRIER CONTRACT THE DOW CHEMICAL COMPANY AND CHEMICAL LEAMAN TANK LINES, INC. Item 1900 Origin: Freeport, TX Commodity: Liquid Commodities in MC-307 trailers Destination Rate/Shipment ----------- ------------- 04:0410 Austin, TX $ 650 04:0411 Bayport, TX 360 04:0412 Baytown, TX 370 04:0413 Brenham, TX 455 04:0414 Carrollton, TX 912 04:0415 Dallas, TX 875 04:0416 Dayton, TX 405 04:0417 Deer Park, TX 350 04:0418 El Paso, TX 2,073 04:0419 Evadale, TX 650 04:0420 Fort Worth, TX 912 04:0421 Freeport, TX 350 04:0422 Fresno, TX 350 04:0423 Garland, TX 912 04:0424 Grand Prairie, TX 912 04:0425 Houston, TX 350 04:0426 La Porte, TX 360 04:0427 Lewisville, TX 912 04:0428 Mesquite, TX 912 04:0429 Odessa, TX 1,425 04:0430 Pasadena, TX 350 04:0431 Port Arthur, TX 525 04:0432 San Antonio, TX 703 04:0433 Spring, TX 370 04:0434 Sugarland, TX 350 04:0435 Terrell, TX 855 04:0436 Victoria, TX 767 Page: II-4(T) NEW Date 10/20/96 Dow: CLEA: APPENDIX II BULK MOTOR CARRIER CONTRACT THE DOW CHEMICAL COMPANY AND CHEMICAL LEAMAN TANK LINES, INC. Item 700 11:1181 11:1182 Origin: Tildale, GA Destination: Augusta, GA Commodity: Latex, liquid in single compartment MC-307 trailers Rate: $587/shipment - If loaded between 0400 - 1500 hours $472/shipment - If loaded between 1501 - 0359 hours Tank $190, when cleaned Cleaning: Page: II-2(M) Rev 5 Date 12/13/96 Dow: CLEA: APPENDIX II BULK MOTOR CARRIER CONTRACT THE DOW CHEMICAL COMPANY AND CHEMICAL LEAMAN TANK LINES, INC. Item 200 Origin: Midland, MI Commodity: Liquid Commodities transported in non-dedicated, single compartment MC-307 reloadable trailer.
Rate/Loaded Mile -------------------------------------------- Destination Flat Chg Column 1 Flat Chg Column 2 ----------- -------- -------- -------- -------- 03:0327 LA, TX -$128 + $1.75 -$128 + $2.01 03:0334 03:0328 AL, AR, CT, DE, FL, GA, IL, KY, MD, -128 + 2.15 -128 + 2.47 03:0335 MA, MS, NC, NJ, NY, OH, PA, RI, SC, TN, VA, WV 03:0329 CA -128 + 2.22 -128 + 2.55 03:0336 03:0330 MO, NH, WI -128 + 2.32 -128 + 2.67 03:0337 03:0331 AZ, IA, KS, ME, NB, NM, OK, ON, PQ -128 + 2.52 -128 + 2.90 03:0338 03:0332 IN -128 + 2.76 -128 + 3.17 03:0339 03:0333 AK, AB, BC, MB, MN, MT, NE, SK, WA -128 + 3.02 -128 + 3.47 03:0340
Load Count Guarantee: Mon-Sat: 28 loads/day, +/- 20% Sat-Sun: 6 loads/day, +/- 20% Penalty: 15% surcharge for all orders in excess of maximum or less than -------- minimum load count guarantee. Note: 1. Column 1 represents rates used when load count target numbers have been met Column 2 represents penalty rates for falling short or exceeding targeted load counts. 2. Rates apply for Aqueous Acrylamide Solution for the account of Flocryl: c/o Commercial Traffic, P.O. Box 30832, Cleveland, OH 44130 Item 300 01:0005 o Origin: Between Midland, MI and Bay City, MI and Harbor Beach, MI and Destination: Points in the U.S. (except MI, AK, HI) and Canada Commodity: LIQUID AND DRY CHEMICALS (not specified in Item 200) transported in single compartment, non-reloadable or multi-compartment trailers. Miles Flat Charge Rate/Loaded ---------------- ----------- ----------- 0 - 100 $184 + $2.85 101 - 200 202 + 2.69 201 - 400 138 + 3.05 401 - 800 137 + 3.10 801 - 1000 284 + 2.93 1001 - Over 204 + 3.00 Cleaning: Rate of $190/load on Intrastate Michigan moves of latex liquid only. o Denotes Change Page: II-2(AP) Rev 3 Date 11/05/96 Dow: CLEA: APPENDIX II BULK MOTOR CARRIER CONTRACT THE DOW CHEMICAL COMPANY AND CHEMICAL LEAMAN TANK LINES, INC. Item 200 01:0110 Origin: Allyn's Point, CT Destination: Points in U.S. Commodity: Plastic Pellets o Toll Charge: Tolls outside of rates Miles Flat Charge Rate/Mile 0 - 300 -$128 + $3.20 301 - 500 -128 + 3.00 501 & Over -128 + 2.85 Item 300 01:0162 Origin: Allyn's Point, CT Destination: Points in Canada Commodity: Plastic Pellets Rate: -$128 flat charge + $3.10/loaded mile o Toll Charge: Tolls included in rate Item 400 01:0277 Origin: Petrolia, PA Destination: Allyn's Point, CT Commodity: Liquid Commodities in single compartment MC-307 trailer Rate: -$128 flat charge + $1.75/loaded mile Item 500 33:0290 Origin: Allyn's Point, CT Destination: Messena, NY Commodity: Plastic Pellets in single compartment trailers Rate: $1,029/shipment o Denotes Change Page: II-3(AP) NEW Date 12/06/96 Dow: CLEA: APPENDIX II BULK MOTOR CARRIER CONTRACT THE DOW CHEMICAL COMPANY AND CHEMICAL LEAMAN TANK LINES, INC. Item 600 01:0105 Origin: Allyn's Point, CT Destination: Deepwater, NJ Commodity: Hazardous Waste, liquid in dedicated single compartment trailers Rate: $800/shipment Tank Cleaning: $200, when cleaned Charge: NOTE: Rate applies to shipments handled in round trip transportation only. Page: II-3(AP) Rev 1 Date 12/24/96 Dow: CLEA: APPENDIX II BULK MOTOR CARRIER CONTRACT THE DOW CHEMICAL COMPANY AND CHEMICAL LEAMAN TANK LINES, INC. Item 600 01:0105 Origin: Allyn's Point, CT Destination: Deepwater, NJ Commodity: Hazardous Waste, liquid in dedicated single compartment trailers Rate: $800/shipment Tank Cleaning $200, when cleaned Charge: NOTE: Rate applies to shipments handled in round trip transportation only. o Item 700 01:0107 Origin: Allyn's Point, CT Destination: Allyn's Point, CT Commodity: In-plant storage trailers Rate: $650 per month per trailer o Denotes Change Page: II-4(MISC) Rev 1 Date 03/19/97 Dow: CLEA: APPENDIX II BULK MOTOR CARRIER CONTRACT THE DOW CHEMICAL COMPANY AND CHEMICAL LEAMAN TANK LINES, INC. Item 1300 Origin: Pittsburgh, PA Commodity: Liquid Magnesium Hydroxide in MC-307, single compartment, trailers Cleaning When cleaned Charges: Destination Rate/Shipment ----------- ------------- 22:2210 Adrian, PA $ 332 22:2211 Albright, WV 435 22:2212 Maidsville, WV 360 22:2213 Morgantown, WV 360 22:2214 Parkersburg, WV 575 o Item 1400 22:2215 Origin: Crosby, TX and Houston, TX Destination: Brownsville, TX and Laredo, TX (for furtherance to points in Mexico) Commodity: Liquid Commodities in MC-307 single compartment trailers Rate: $3.30/loaded mile Accessorial $200/round-trip border crossing fee Charges: $50/per day trailer rental fee: days 1-7 $130/per day trailer rental fee: days: 8 or more Note: Trailer rental fee application: $130/day fee applies for 8 or more days if trailer held at consignee. If trailer delayed by Mexican carrier, trailer rental fee does NOT apply. Responsibility of CLTL to secure from Mexican carrier. o Denotes Change Page: SAC-2 Rev 4 Date 03/14/97 Dow: CLEA: THE DOW CHEMICAL COMPANY UNIFORM BULK MOTOR CARRIER CONTRACT STANDARD ACCESSORIAL CHART
PROVISION (NO.) CHARGE - ---------------------------------------------- ---------------------------------------------------- Special Equipment and Service (15) A. $90 For compartmented trailers B. $45 Heating-in-transit (tractor only) $85 Heating-in-transit (tractor and trailer) C. Heating Service: Note A Note B ------ ------ $45 $11 Weekdays (excluding holidays) $55 $13 Saturdays $65 $17 Sundays and holidays Note A: Applies for first hour or fraction thereof. Note B: Applies for each additional fifteen minutes or fraction thereof. Overnight and Weekend Layovers (16) $200 single driver - overnight $275 sleeper team - overnight $600 single driver - weekend $1,760 sleeper team - weekend If inbound line haul charges are rated from another shipper's contract, Dow contract accessorial charges will apply (17) o Schedule of Minimum Charges These minimum charges apply to all linehaul (minimum charge is based on rates contained in this Agreement. the Rand McNally Milemaker miles from origin to destination One-Way Billed Minimum for each shipment). Miles/Shipment Charge/Shipment -------------- --------------- 0 - 10 $210 11 - 25 250 26 - 50 290 51 - 75 300 76 - 100 375 101 - 125 433 126 - 150 480 151 - 175 515 176 - 200 575 201 - 225 585
o Denotes Change Page" II-2(MIS) Rev 1 Date 03/14/97 Dow: CLEA: APPENDIX II BULK MOTOR CARRIER CONTRACT THE DOW CHEMICAL COMPANY AND CHEMICAL LEAMAN TANK LINES, INC. Accessorial Charges: Rules not specified in Dow S.A.C. provision shall default to CLEA 100 Accessorials. Item 300 02:0224 Origin: Points in Canada Commodity: Liquid Commodities in ISO containers Destination: Points in the U.S. o Spotting $24 usd per day per container Charge: $15 usd per day per chassis Rates applicable 7 days per week. o Denotes Change Page: SAC-3 Rev 1 Date 03/14/97 Dow: CLEA: DOW CHEMICAL CANADA UNIFORM BULK MOTOR CARRIER CONTRACT STANDARD ACCESSORIAL CHART PROVISION (NO.) CHARGE --------------- ------ o SCHEDULE OF MINIMUM These minimum charges apply to all CHARGES (minimum charge linehaul rates contained in this Agreement. is based on the Rand McNally Milemaker miles from origin to One-Way Billed Minimum destination for each shipment). Miles/Shipment Charge/Shipment -------------- --------------- 0 - 10 $210 11 - 25 250 26 - 50 290 51 - 75 300 76 - 100 375 101 - 125 433 126 - 150 480 151 - 175 515 176 - 200 575 201 - 225 585 o Denotes Change Page: II-1(MIS) Rev 1 Date 03/14/97 Dow: CLEA: APPENDIX II BULK MOTOR CARRIER CONTRACT THE DOW CHEMICAL COMPANY AND CHEMICAL LEAMAN TANK LINES, INC. Accessorial Charges: Rules not specified in Dow S.A.C. provision shall default to Canada Tariff of Tolls. o Item 100 Between: Points in Canada Commodity: Liquid and Dry Products Miles Flat Charge + Rate/Mile ----- ----------- --------- 04:0410 0 - 130 (Multiple loads only) -$77 + $3.32 04:0415 0 - 149 -68 + 3.90 150 & Over -68 + 3.90 Item 200 04:4412 Origin: Points in Canada Commodity: Liquid Commodities in ISO containers Destination: Points in Canada o Spotting $24 usd per day per container Charge: $15 usd per day per chassis Rates applicable 7 days per week. o Denotes Change Page: SAC-3 Rev 1 Date 03/14/97 Dow: CLEA: DOW CHEMICAL CANADA UNIFORM BULK MOTOR CARRIER CONTRACT STANDARD ACCESSORIAL CHART PROVISION (NO.) CHARGE --------------- ------ o SCHEDULE OF MINIMUM These minimum charges apply to all CHARGES (minimum charge linehaul rates contained in this Agreement. is based on the Rand McNally Milemaker miles from origin to One-Way Billed Minimum destination for each shipment). Miles/Shipment Charge/Shipment -------------- --------------- 0 - 10 $210 11 - 25 250 26 - 50 290 51 - 75 300 76 - 100 375 101 - 125 433 126 - 150 480 151 - 175 515 176 - 200 575 201 - 225 585 o Denotes Change Page: II-2(MISC) Rev 8 Date 03/28/97 Dow: CLEA: APPENDIX II BULK MOTOR CARRIER CONTRACT THE DOW CHEMICAL COMPANY AND CHEMICAL LEAMAN TANK LINES, INC. Item 600 Origin: Solvay, NY Commodity: Plastic Pellets Destination Rate/Shipment ----------- ------------- 60:2200 Erie, PA $ 738 60:2201 Paterson, NJ 733 Item 700 Origin: Philadelphia, PA Commodity: Magnesium Hydroxide Liquid Cleaning When cleaned Charges: Destination Rate/Shipment ----------- ------------- 70:0106 Chester, VA $ 500 70:0100 Clifton, NJ 372 o 70:0109 Hackettstown, NJ 322 70:0104 Lancaster, PA 292 70:0107 Monroe, NC 2:30 /loaded mile 70:0102 Newark, NJ 322 70:0103 Nutley, NJ 372 70:0108 Raleigh, NC 2.38 /loaded mile 70:0101 Ridgefield Park, NJ 372 70:0105 Scranton, PA 442 o 70:0110 Waterbury, CT 3.61 /loaded mile Item 800 Origin: Richmond, VA Commodity: Magnesium Hydroxide liquid Destination Flat Charge Rate/Loaded Mile ----------- ----------- ---------------- 80:0100 Chester, VA $ 372 80:0103 Richmond, VA 372 80:0101 Monroe, NC -128 + $ 2.75 80:0102 Netcong, NJ -128 + 2.30 80:0104 Newark, NJ -128 + 2.30 o Denotes Change Page: II-3(MISC) Rev 6 Date 03/17/97 Dow: CLEA: APPENDIX II BULK MOTOR CARRIER CONTRACT THE DOW CHEMICAL COMPANY AND CHEMICAL LEAMAN TANK LINES, INC. Item 900 01:0900 Origin: Charleston, SC Destination: Sarnia, ON Commodity: Liquid Commodities in MC-307 single compartment, reloadable trailers Rate: -$128 flat charge + $1.75/loaded mile Item 1000 Origin: Granite City, IL Destination: Points in the U.S. Commodity: Calcium Chloride Liquid Miles Flat Charge Rate/Loaded Mile ------------- ----------- ---------------- 10:0100 30 - 100 $ 83 + $ 2.30 10:0101 101 - 240 -2 + 3.07 241 - Over -128 + 3.45 Item 1100 Origin: Chicago, IL Commodity: Caustic Soda Solution, liquid Cleaning: When cleaned Miles Flat Charge Rate/Loaded Mile ------------- ----------- ---------------- 40:1500 30 - 100 $ 83 + $ 2.30 40:1501 101 - 240 -2 + 3.07 241 & Over -128 + 3.45 Item 1200 22:2209 L Origin: Louisville, KY Destination: Lebanon, KY (Worthington Industries) Commodity: Liquid Calcium Chloride in dedicated, single compartment, MC-306 aluminum trailers o Rate: $314/shipment Cleaning: Actual cost, when cleaned. TCL-AC (AITE) Note: Tank cleaning to be reviewed after initial 3-5 cleans to determine contract bill amount to be published. o Denotes Change [LOGO] Chemical Leaman Tank Lines, Inc. 102 Pickering Way, Exton, PA 19341-0200 o 610-363-4200 Responsible Care(R) A Public Commitment May 30, 1996 Mr. M. W. Humphries Sr. Motor Carrier Services Buyer Via Overnight Mail Dow Chemical Company USA 2020 Building Midland, MI 48674 Dear Mr. Humphries: As promised, we have enclosed a mockup of the following tariff /contract pages which reflects the reduction of linehaul rates and the elimination of all free time (4 hours) at $32/hour. CONTRACT 4015 CONTRACT 4630 CONTRACT 4800 INTRA GEORGIA TARIFF MDOW - INTRA MICHIGAN All rate pages contain the current and new rates. In some instances, we have attached mileage rate tables containing the new rates. Please note that rate item numbers are entered adjacent to each linehaul rate item. The package is separated into 27 numbered sections to facilitate reference. All changes, additions and comments appear in red ink for easy identification. We used the following methodology in the development of the new linehaul rates which have been reduced by $128 per shipment ($32/hour * 4 hours). CURRENT NEW EXPRESSION EXPRESSION FLAT CHARGES PER SHIPMENT (AQ) Current dollars per Shipment less $128. PER MILE RATES Formula Rates. We used the fixed charge component of the formula rate expressed as a negative (-) charge per shipment. FORMULA RATES Same rate expression. Deducted $128 from the fixed charge component In some instances, this results in a negative (-) fixed charge. MINIMUM CHARGES Eliminated all current minimum charges. These are to be replaced by the Schedule of Minimum Charges (attached). FREE TIME NONE CENTS PER CWT. Deducted the result of Dividing $128 by the minimum hundred weight, rounded to next whole cent if .5 or greater. OTHER THAN STANDARD Deducted $32/hr based on the hours FREE TIME (specified in item) specified in the item (few occurrences). In one case, unloading free time was 8 hours and we deducted eight + 2 hours for loading. RUNNING MILE RATES Without major reprogramming, we cannot accept negative fixed charges billed in connection with running mile rates. In all cases, we have had no traffic in these items as indicated. You may wish to cancel these items. APPLICATION OF MINIMUM Minimum Charges apply when the sum of the CHARGES new linehaul charges and total detention charges is LESS THAN the Minimum Charge for the mileage distance shown. The new rates will be loaded into our billing system to enable billing under the new arrangement effective June 7, 1996, as agreed. I trust you will be able to verify the new rates easily. If I can be of any assistance to your staff, please contact me at 610-363-4275. Sincerely, George E. Ciarlone Mgr. Cost Analysis cc: Steve Hamilton Tom Schubert Jim Keeler JoAnn Hagelin Memo To: Terminal Managers CC: Phil Ringo Regional General Managers Jack Elrod Regional Directors of Sales Steve Hamilton Leon Palmer Jim Keeler George Ciarlone From: Tom Schubert Ron Knapp Date: June 5, 1996 Re: Dow Contract Revision Dow has asked CLTL to reduce our linehaul rates by taking the load/unload free time out of the rate and billing all hours actually spent loading and unloading. After much negotiation, we agreed to the following: o We will reduce linehaul rates by $32.00 per hour for a total of 4 hours (2 load/2 unload). o We will begin billing load and unload detention in hourly increments after the first 6 minutes of each hour incurred. o We are implementing the following per load minimums for all loads between 0-225 one way miles. One-Way Billed Miles Proposed Minimum Charge -------------------- ----------------------- 0-10 $210 11-25 $250 26-50 $290 51-75 $300 76-100 $375 101-125 $433 126-150 $480 151-175 $515 176-200 $575 201-225 $585 For this shorthaul work, the new linehaul charge to be calculated by excluding 4 hours at $32.00 per hour from the existing linehaul rate. We would calculate the actual load/unload hours incurred at $32.00 per hour and add it to the new linehaul rate to determine the new actual movement cost. The new billing to Dow will be the greater of the actual movement cost or the minimum charge noted above. This new agreement is effective June 7, 1996. It is critical that we properly bill all detention, without exception, in order to recoup the reduced linehaul revenue. Please pay particular attention to this change. Also, note that we will compare the "old" Dow contract to the "new" Dow contract by shipper plant site origin/destinations using actual data for the 4th Quarter of 1995. George Ciarlone will communicate the results of this to you. We believe that these changes should be profit neutral in the aggregate and should not require any systematic changes to the way we pay drivers, except for when drivers do preloading and no other portion of the linehaul movement. In this case the preloader will not share in the first 2 hours of load detention billed. Please contact me or George with any questions. CHEMICAL LEAMAN TANK LINES, INC. DOW DETENTION AVERAGING PROPOSAL -------------------------------- Schedule of Minimum Charges One-Way Proposed Billed Minimum Miles Charge ----- ------ 0-10 210 11-25 250 26-50 290 51-75 300 76-100 375 101-125 433 126-150 480 151-175 515 176-200 575 201-225 585 Contract Clause: New linehaul charge to be calculated by excluding 4 hours at $32.00 per hour from the existing linehaul rate and then billing the actual load/unload hours incurred at $32.00 per hour. The actual movement charge will be the greater of the actual movement cost or the minimum charge noted above. Author: Lorena Kilroy at Executives Date: 9/10/96 4:52 PM Priority: Normal Subject: Re: DOW CONTRACT: CONVERSION TO CLTL HANDLING - -------------------------------- Message Contents ------------------------------ Jim, Georganna faxed copies of all the RA30's she had for your review right after we spoke. Please confirm receipt. You are to advise Georganna if the detention was backed out from the rate quote. Thanks for your help. Lorena ________________________________Reply Separator_________________________________ Subject: DOW CONTRACT: CONVERSION TO CLTL HANDLING Author: Jim Keeler at Executives Date: 9/10/96 02:41 PM This is to confirm phone conversations this afternoon regarding the re- assumption of the Dow contract by Chemical Leaman. 1. Amend recent RA30's to reflect detention dollars taken out of the rates. (Keeler) 2. Send the full updated Dow contract via computer disk to G. Ciarlone for review. (J. Mason 10/1/96) 3. Provide a conversion date to all parties as to when CLTL system will be updated with the Dow contract. (Ciarlone) 4. CLTL to publish contract with CLTL item numbers but in Dow page format. (Ciarlone) 5. Fax sample copy of updated page to M. Humphreys/J. Mason for review prior to final CLTL update. (L. Kilroy/J. Keeler) 6. Dow required 3 weeks to upload their system with revised CLTL item numbers prior to final completion. Need date when item numbers are available to allow for Dow updates. (Ciarlone/Kilroy) Note: current Dow locations where detention remains in the rate with ZERO backout are: Bayonne, NJ; Varennes, PQ, Inbound from non-Dow vendors collect under the Dow contract. Please let me know if I have overlooked anything. George, please provide your drop dead dates based on your receiving the disk by 10/1/96. Jim Keeler... Author: Jim Keeler at Executives Date: 9/10/96 2:23 PM Priority: Normal Subject: DOW INBOUND DETENTION - -------------------------------- Message Contents ----------------------------- To confirm phone conversations today, Tuesday September 10, 1996. Dow to Dow moves shall remain as is in the contract with detention removed from the rate. Inbound moves to Dow from outside vendors collect under the Dow contract must be changed back to the old rates with detention included in the rate, 3 hours free time and detention billed at $45.00 per hour per the original contract. Estimated annual impact is for total freight $'s is $500,000. Should anyone have any questions, comments or concerns, please let me know. Jim Keeler... Author: Jim Keeler at Executives Date: 8/9/96 2:00 PM Priority: Normal TO: Steve St. Jean at Executives TO: Tim Shumake at Executives TO: Melissa Nance at Executives TO: Mike Preston at Executives TOP Vernon Ledford at Executives TO: Dwayne Colwell at Executives TO: Steve Wheeler at Executives TO: Sally Horning at Executives Subject: MULTI COMPT TANK CLEANING @ DOW CONTRACT - -------------------------------- Message Contents ----------------------------- There appears to be continued confusion as to the billing rules for multi compartment tank cleanings for the Dow contract. I discussed this issue with Mike Humphreys yesterday and following is how the provision is to work: 1. S.A.C. provision in the Dow contract contains an item under "special equipment and service", Item A: $90 for compartmented trailers. This item is to cover the additional cost of cleaning a multi compartment trailer, regardless of the # of compartments. 2. Line haul charges in the Dow contract are the same for both single and multi compartment shipments unless specifically segregated, which we have in many instances. If anyone has any questions please let me know. Again, $90 add-on regardless of # of compartments on multi-c trailer to cover extra cleaning costs. Sally, please pass along to Georgianna as she is not on cc:mail. Thanks, Jim Keeler.... Author: Jim Keeler at Executives Date: 8/9/96 1:51 PM Priority: Normal TO: George Ciarlone at Executives TO: Lorena Kilroy at Executives TO: Sally Horning at Executives Subject: DOW UPDATED CONTRACT _------------------------------ Message Contents ------------------------------- Should have the updated Dow contract with zero detention rates in our hands week of 8/12/96. Being FEDEXED to my office for Saturday dely. I will review Monday and forward. Sally, would you be so kind as to pass this info along to Georgianna as she is not on cc:mail. Thanks, Jim Keeler.. Page: AIII-1 Rev 3 Date 4/1/96 Dow: CLEA: APPENDIX III ------------ MEASUREMENT PROGRAM FOR QUALITY PERFORMANCE ------------------------------------------- Carrier and Shipper mutually agree to review Carrier's service performance at the end of each calendar quarter of the term of this Agreement. For the purpose of this performance incentive, a service failure is defined as any carrier-related non-conformance reported via the Dow North America Quarterly Carrier Performance Summary shown below. Carrier's service performance shall be calculated as the total number of Carrier controllable failures in the immediately preceding quarter divided by the total number of carrier loads in that quarter, multiplied by 100 to convert to a percentage. This result will then be subtracted from 100 to arrive at the Carrier's quarterly performance rating. Incentives and penalties will be calculated as a percentage of the total linehaul charges for the quarter for which the quarterly performance rating is calculated. Incentives and penalties will be paid within forty-five (45) days of the end of said quarter. Incentives and penalties will be calculated using the scale shown below. Maximum incentive or penalty shall be $25,000 per quarter. Performance Level Incentive/(Penalty) ----------------- ------------------- o greater than 98.5% 1% o 95-98% 0% o less than 95% (1%) o Denotes Change Page: AIV-1 Date 5/6/96 Dow: CLEA: APPENDIX IV BULK MOTOR CARRIER CONTRACT THE DOW CHEMICAL COMPANY AND CHEMICAL LEAMAN TANK LINES, INC. We hereby agree to pay a fuel surcharge of 2% added to the total line-haul charge effective May 6, 1996, until further notice. This supersedes all other fuel surcharge provisions in effect prior to May 6, 1996. Author: Jim Keeler at Executives Date: 7/26/96 9:06 AM Priority: Normal TO: Lorena Kilroy at Executives Subject: Re: DOW - ------------------------------- Message Contents ------------------------------- Yes, I confirm: RA30's will trigger transaction updates. I will discuss with Dow need to speed up contract process. Jim Keeler... - -------------------------------- Reply Separator ------------------------------- Subject: DOW Author: Lorena Kilroy at Executives Date: 7/25/96 8:50 AM Jim, Just to confirm your voicemail message today .... as you indicated you give your okay to implement rates for Dow off your RA30 in lieu of a signed contract page. You also agreed that you would discuss with Dow that they need to speed up their process of contract page implementation and that you would confirm their changes vs the RA30 information. Please respond with your confirmation of this information. Thanks Lorena TO: MARIO CELII CC: RON KNAPP TOM SCHUBERT JIM KEELER JOANN HAGELIN GEORGANNA D'ARCHANGELO STEVE HAMILTON JEFF WILSON FROM: GEORGE CIARLONE DATE: 6-05-96 SUBJECT: DOW DETENTION You have requested the following information be confirmed in writing. The MINIMUM CHARGES that will apply in connection with the Dow Chemical linehaul rates are as follows: MILES MIN. CHG 0-10 $210 11-25 $250 (CHANGED FROM $275) 26-50 $290 51-75 $300 76-100 $375 101-125 $433 126-150 $480 151-175 $515 176-200 $575 201-225 $585 The actual linehaul charge will be the GREATER of the actual movement charge (contract linehaul charge + all detention hours (ld+unld)@ $32/hr) or the Minimum Charge. The Minimum Charges stated above will apply ONLY in connection with the following Contracts: 4015 4630 4800 =============================================================================== CHEMICAL LEAMAN TANK LINES, INC. REQUEST FOR RATE PUBLICATION NEW CUSTOMER CREDIT APPROVED BY: EXISTING Mr Michael W. Humphreys Date September 1, 1995 --------------------------------- ------------------ Company The Dow Chemical Company Contract Dow --------------------------------- ------------------ Address 2020 Dow Center Addendum --------------------------------- ------------------ City/State/Zip Midland, MI 48674 Tariff --------------------------------- ------------------ Telephone 517-636-3397 Eff. Date September 18, 1995 --------------------------------- ------------------ CONTRACT TYPE: Prepaid/Collect/Other PPD/COLL Exp. Date October 1, 1996 ----------- ------------------ =============================================================================== CONTRACT MAILING INSTRUCTIONS: Mail to Customer X Return to Salesperson ------------- --------------------- Copies to: J.V. Keeler/Atlanta -------------------------- --------------------- R. E. Stoll/Pittsburgh, PA -------------------------- --------------------- Copy Terminal Mgr/Trm. No.: -------------------------- --------------------- =============================================================================== SHIPPER/ORIGIN CONSIGNEE/DESTINATION COMMODITY (LIQ/DRY) 1. Dow Chemical Dow Chemical Accessorial Charges -------------------- --------------------- ----------------------- Billing Criteria: Rate/Min. 1 2 3 4 2. -------------------- --------------------- ----------------------- Billing Criteria: Rate/Min. 1 2 3 4 COMMENTS: Add following provision to Dow Contract: If inbound line haul charges --------------------------------------------------------------------- are rated from another shipper's contract Dow contract accessorial --------------------------------------------------------------------- charges shall apply. --------------------------------------------------------------------- DOW CONTRACT UPDATE BEING SENT FROM JOYCE MASON/MIDLAND, MI BILL TO ADDRESS: ----------------------------------------------------- (if other than above) ----------------------------------------------------- =============================================================================== TANK CLEANING: Per CLEA 100 Rules Tariff ----- Other than CLEA 100 Tank Cleaning Charge ----- Commodity: Charge: $ Always Charge When Cleaned ----------- ----- ------------ Commodity: Charge: $ Always Charge When Cleaned ----------- ---------- ----- ------------
ALL ACCESSORIALS WILL BE BILLED IN ACCORDANCE WITH CLEA 100 UNLESS EXCEPTIONS ARE NOTED BELOW Exceptions: ---------------------------------------------------------- =============================================================================== J.V. Keeler/Atlanta Account Mngr: J.V. Keeler/Atlanta NAD: R.E. Stoll/Pittsburgh ------------------------- --------------------- RGM Signature: Date Approved: ------------------------- --------------------- Submitted By: J.V. Keeler/Atlanta Date Received: ------------------------- --------------------- RA-30 6/93 =============================================================================== Page: AI-1 Rev 2 Date 6/17/96 Dow: CLEA: APPENDIX I BULK ADDITIONAL CONTRACT PROVISIONS 1. COMMON CARRIER SERVICE NOT EXCLUDED The normal operations of Carrier as a motor Common Carrier shall not be affected by this Contract, nor shall Carrier be precluded from performing transportation services for Dow as a Common Carrier in connection with transportation services outside the scope of this Contract. 2. COMPUTATION OF MILEAGE Distances between all points shall be based upon Rand McNally MILEMAKER System as determined from the Household Goods Carriers' Bureau Mileage Guide No. 14 or reissues thereof. 3. CONDITION OF TANKS TENDERED FOR LOADING Carrier will supply "clean, dry, and free of contaminating odor" tank equipment of the type needed for the product involved. Pumps and hoses must be free of contaminants, and hose ends (when not in use) must be protected from contamination. o 4. DETENTION (a) Except as otherwise more specifically provided for in Appendix II of this Contract, no free time will be allowed for loading at any Dow or Dow designated location and no free time will be allowed for unloading at any consignee's location. (b) Paragraphs not brought forward (f) are hereby canceled Effective: 06-17-96 o Denotes Change Page: AI-2 Rev 1 Date 6/17/96 Dow: CLEA: (c) Carrier will provide quarterly reports which show the following: (1) average load time by plant (2) average unload time by customer (d) Time for loading is to be computed from the time of arrival of Carrier's equipment at the Dow gate to the time of departure from Dow's gate. Time for unloading is to be computed from the time of arrival of Carrier's equipment at any consignee's gate to the time of departure from consignee's gate. 5. CANCELLED VEHICLES Except as otherwise provided (see Exception), when a tractor-trailer unit is ordered by Dow and such order is subsequently cancelled or postponed by Dow after the vehicle has been dispatched from the Carrier's terminal, the charges in the S.A.C. will apply. In addition, the terms of Provision No. 4 will apply, except that no time without charge shall be allowed. Exception: When the vehicle ordered is subsequently cancelled for the shipment of the commodity for which it was specifically ordered, but such vehicle is used in the shipment of the same commodity to a different destination, or is used in a shipment of a different commodity to the same destination or a different destination, the terms of this Provision will not apply if the vehicle, as presented, is acceptable for loading without cleaning, and if the vehicle is of an acceptable capacity to Dow. Furthermore, if cancellation is communicated to Carrier more than four hours prior to scheduled departure, this Provision does not apply. 6. DIVERSION OR RECONSIGNMENT Shipments moving on rates named in this Contract may be diverted or reconsigned in transit or at billed destination, subject to the following conditions: o Denotes Change Page: AI-3 Rev 1 Date 9/1/95 Dow: CLEA: (a) The term "Diversion or Reconsignment" means change in the name of consignee and/or destination of the entire shipment, or any other instructions given to the Carrier requiring an addition to, or change in, billing necessary to effect delivery or involving an additional movement of equipment. (b) On shipments diverted or reconsigned to a place of unloading within the corporate limits of the municipality to which the shipment was originally consigned, the applicable rate from point of origin to destination will apply, In addition to the charge provided in the S.A.C. (c) On a shipment diverted or reconsigned to a place of unloading not within the corporate limits of the municipality to which the shipment was originally consigned, the applicable rates (see Exception) shall be determined from mileage tables hereon based on the mileage from point of origin to final destination over the route of actual movement as per Dows' instruction computed in accordance with Provision No. 2, and will apply in addition to the charges provided in the S.A.C. Exception: When point of diversion or reconsignment is on the most direct highway route and is intermediate to the final destination, the rate to the final destination will apply. (d) On such movement, freight charges will be computed on the actual loaded movement miles. (e) The charge, (see S.A.C.) for each diversion or reconsignment, is in addition to all other applicable charges. This charge will be billed to company requesting diversion or reconsignment. (f) Time consumed in waiting for orders under this provision will be considered part of unloading time, and detention charges will be assessed as provided in Provision No 4 above, if time without charge has elapsed. (g) A request for diversion or reconsignment must be made or confirmed in writing by the shipper. (Preferably with an amended bill of lading or shipping notice being presented to the Carrier.) Page: AI-4 Rev 1 Date 9/1/95 Dow: CLEA: 7. HOSE When hose is required or requested to effect either pickup or delivery, or both, of a single shipment, then either a two, three, or four inch inside diameter hose length(s) will be provided. All hoses will be provided without charge. 8. REJECTED SHIPMENTS If, for any reason not ascribable to the Carrier or its personnel, a shipment is rejected by the consignee at destination, notification to Dow shall be given in writing, telephone, or telegraph, requesting disposition. The charges to be applied on such rejected, returned shipments shall be in accordance with the S.A.C. as applied to the outbound shipment rates as published from the original point of origin to the original point of destination on the date of the resumed shipment and shall be based on the actual weight of the product returned. Time consumed waiting for orders under this provision will be considered as part of unloading time, and detention charges will be assessed in accordance with Provision No. 4. 9. SPOTTING NON-POOLED SEMI-TRAILERS FOR LINE HAUL MOVEMENTS OR STORAGE (a) Except as otherwise provided, when, for Dow's convenience, Carrier is requested or required to place and leave a single semitank on the premises of Dow, or any other practical site they may designate for the purpose of loading or unloading for a line haul movement a charge in accordance with the S.A.C. for each 24 hour period or fraction thereof will apply. (b) An allowance of one (1) hour without charge for spotting and one (1) hour without charge for pickup will be allowed (see Provision No. 4). (c) When, in connection with such spotting, it becomes necessary to move tractor(s) without semi-trailers, the charges in the S.A.C. will apply covering the movement of such tractor(s) for the miles travelled from and the miles travelled to return to the carriers terminal from which the tractor(s) was(were) dispatched. (d) When spotting is for the purpose of storage, the conditions and charges will be negotiated on a local basis and shown in Appendix II for that site location. Page: AI-5 Rev 1 Date Dow: CLEA: (e) Carrier agrees that Dow may move Carrier's trailers within Dow's premises, however, Dow will be responsible for any damage incurred to trailers during such movement. (f) Dow will be liable for tank cleaning charge as provided in the S.A.C., if applicable, when trailer is released from spotting. 10. SUNDAY AND HOLIDAY SHIPMENTS If Carrier is required by Dow to load, pick-up, unload, or actually deliver on a Sunday or Holiday, the charge in the SAC will apply on a per unit basis. The intent is to compensate Carrier for "call-out" of local drivers to perform this work. The charge does not apply if the shipment is enroute over a Sunday or Holiday, but is loaded or unloaded (picked up or delivered) on any other day. The term "holiday" is hereby defined to include the following days or the day on which they are celebrated: New Year's Day Independence Day Thanksgiving Day Good Friday Labor Day Christmas Day Memorial Day Carrier reserves the right to perform service on Sundays and Holidays (not requested but consented to, by shipper upon Carrier's request) for operating reasons, in which case extra charges herein do not apply. 11. STOP-OFF IN TRANSIT TO COMPLETE LOADING AND/OR FOR PARTIAL DELIVERY (a) Except as otherwise provided, shipments may be stopped in transit to complete loading and/or partial delivery. (b) A shipment loaded at two or more places within the corporate limits of a single point of origin and/or delivered to two or more places within the corporate limits of a single destination, shall be considered as being stopped in transit to complete loading and/or partial delivery under the conditions of this provision. (c) A shipment stopped in transit for partial delivery may be delivered to two or more consignees within the corporate limits of a single destination or may be delivered to two or more consignees at two or more destinations. Page: AI-6 Rev 1 Date 9/1/95 Dow: CLEA: (d) To determine the mileage on shipments loaded at two or more places within the corporate limits of a single point of origin and/or delivered to two or more places within the corporate limits of a single destination, except as otherwise provided, see paragraph (f) of this provision. (e) To determine the mileage on shipments loaded at two or more places which are not all within the corporate limits of a single point and/or delivered to two or more places which are not all within the corporate limits of a single destination, except as otherwise provided, see paragraph (f) of this provision. (f) To determine the applicable mileages for shipments made in paragraphs (d) and (e) of this provision, the Rand McNally MILEMAKER will apply and shall start at the point of loading and include the miles travelled by the vehicle via all stop-in-transit points to final destination or to the point at which the vehicle discharges the last portion of its cargo. Mileages so computed shall be used to determine the applicable rate for the entire shipment and shall apply on the number of gallons or pounds of commodity loaded at origin, subject to the minimums provided herein. (g) In addition to all other lawful charges, an additional stop off charge, as stated in the S.A.C., will apply. Such charge shall not be assessed at the origin or final destination. (h) Aggregate total loading or unloading times will be charged for in accordance with Provision No. 4. 12. WEIGHING VEHICLES Unless otherwise provided, freight charges shall, at Dow's option, be based on one of the following methods of weight determination: (a) The description of the commodity and the weight of the shipment shall be shown by Dow on the shipping order or bill of lading. (b) Dow shall show on shipping order or bill of lading the specific gravity at temperature loaded. (c) Dow shall show on shipping order or bill of lading the weight per gallon at temperature loaded. Page: AI-7 Rev 1 Date: 9/1/95 Dow: CLEA: (d) The party which requests independent weighing of a shipment should pay weighing charge and all ensuing charges related to time and distance. In the absence of election of one of the foregoing methods, where a vehicle is weighed on public scale at the request of Dow or consignee, a charge (see the S.A.C.) shall be assessed for each weighing in addition to all other lawful charges. Time consumed in weighing vehicle, before or after loading, or both, at the point of shipment, shall be considered as part of time for loading and subject to charges set forth in Provision No. 4. Time consumed in weighing vehicle, before or after unloading, or both, at the point of destination, shall be considered as time for unloading and subject to charges and other provisions as set for in Provision No. 4. Carrier shall provide Dow and/or consignee with a calibration chart for the trailer utilized. 13. ACCESSORIAL AND EMERGENCY SERVICES Accessorial and emergency service will be provided, if practicable, and such service charges shall be in accordance with the S.A.C. On Sundays and Holidays, time shall begin when Carrier's equipment leaves Carrier's terminal and continue until equipment is returned to the Carrier's terminal from which dispatched. Weekdays time will be computed Dow gate to gate. Any delay directly attributable to the Carrier will be subtracted from the total time. Time of equipment departure and arrival at the terminal will be indicated on the bill of lading or freight bill for each shipment. 13A. ASSISTANCE FROM OR EVACUATION OF POWER VEHICLE BY SECOND DRIVER-LOADING/UNLOADING When a two-person sleeper team is required to handle a shipment and Dow or the consignee requires the second person to assist in loading and/or unloading or to evacuate the power vehicle a charge (see the S.A.C.) will apply. Time to be computed from the time the Carrier's equipment arrives at the loading or unloading gate until the time the Carrier's equipment departs from the loading or unloading gate. Page: AI-8 Rev 1 Date: 9/1/95 Dow: CLEA: Charges set forth in the S.A.C. will be in addition to all other applicable charges and shall be paid by the party requesting this service. 14. TANK CLEANING AND HEEL DISPOSAL When Carrier is requested to furnish a trailer for the transportation of products, which, because of its inherent nature requires cleaning and waste disposal before the trailer can be returned to service, the charges set forth in the S.A.C. will apply on the initial loading. These charges are in addition to all other lawful charges assessed against the shipment. Charges shall not be made on subsequent loading of the same trailer so long as said trailer remains continuously in the exclusive use of the same consignor, unless such consignor requests that the trailer be cleaned after delivery of any of these loadings, in which case the applicable additional charges shall be applied on the next loading of these products following such requested cleaning. When two or more products are shipped at one time in a compartmented trailer, the applicable cleaning charge will be the highest applicable charge on any product in the trailer. 15. SPECIAL EQUIPMENT AND SERVICE When special equipment as listed below is required or requested by the consignor or consignee prior to movement of the shipment, such equipment, if available, will be furnished by Carrier subject to charges in the S.A.C. Air Blowers, Air Compressors, Air Dryers, Nozzles, and Pumps will be provided, as requested, without charge. (a) Compartmented Trailers. (b) Heating-in-transit Service: Except as otherwise provided, Carrier will, upon request of consignor or consignee, furnish, if available, a trailer and/or tractor equipped with a controlled heating-in-transit system subject to the charges in the S.A.C. (c) Heating Service: When, upon request, of consignor or consignee, a shipment is stopped in transit for the purpose of heating the lading by steam or any other means, the charges in the S.A.C. will apply. Page: AI-9 Rev 1 Date: 9/1/95 Dow: CLEA: Carrier will apply heat for the length of time prescribed by the consignor or consignee. Heating time will be deemed to start at the time heat is applied to the lading and shall end when the heat is removed. It shall be the responsibility of the consignor or consignee to make arrangements for the use of steam and other heating facilities at its own expense, although Carrier will, if requested, attempt to locate such facilities and make arrangements for their use provided, however, that the consignor or consignee shall agree to be responsible for any expense incurred for the use of such facilities. Time consumed by heating at consignor's site of pick up and/or consignee's site of delivery shall be considered as loading and/or unloading time and shall be charged for as provided in Provision No. 4. All charges set forth in this provision shall be in addition to all other lawful charges assessed against the shipment. 16. OVERNIGHT AND WEEKEND LAYOVER OVERNIGHT (a) When Carrier's vehicle arrives at point of loading, unloading, stop-off and/or final destination between 8:00 a.m. and 4:00 p.m. on a day between Monday and Friday, inclusive or on Saturday or Sunday if so requested by Dow or consignee, and Dow or consignee cannot complete loading and/or unloading on the date of arrival, the time the vehicle is detained between 8:00 a.m. and 5:00 p.m., or the time the driver is released if later than 5:00 p.m., will be charged for according to the terms of Provision No. 4. If the vehicle (tractor and/or trailer) is detained until 8:00 a.m. the following morning at such point, or in the vicinity thereof, and the driver is not required to remain on duty, the terms of Provision No. 4 will not apply from 5:00 p.m. until 8:00 a.m. the following morning and in lieu thereof, the charges in the S.A.C. for Single Driver or Sleeper Team for each overnight layover will apply. If the vehicle (tractor and/or trailer) is further detained, charges outlined above or in paragraph (b) below, as applicable, will be the same as if the vehicle had just arrived, except that no time without charge as provided for in the terms of Provision No. 4 will apply. Page: AI-10 Rev 1 Date: 9/1/95 Dow: CLEA: WEEKEND LAYOVERS (b) When Carrier's vehicle arrives at point of loading, unloading, stop-off and/or final destination between 8:00 a.m. and 5:00 p.m. on a Friday, and Dow or consignee cannot complete loading and/or unloading on the day of arrival, the time the vehicle is detained between 8:00 a.m. and 5:00 p.m., or the time the driver is released if later than 5:00 p.m., will be charged according to the terms of Provision No. 4. If the vehicle (tractor and/or trailer) is detained over the weekend until 8:00 a.m. Monday at such point, or in the vicinity thereof, and the driver is not required to remain on duty, the terms of Provision No. 4 will not apply from 5:00 p.m. on Friday, or the time the driver was released if later than 5:00 p.m. until 8:00 a.m. Monday morning and, in lieu thereof, the charges in the S.A.C. for Single Driver or Sleeper Team for such weekend layover will apply. If the vehicle (tractor and/or trailer) is further detained, charges outlined in paragraph (a) will apply the same as if the vehicle had just arrived, except that time without charge as provided for in Provision No. 4 will apply. When Carrier's vehicle arrives at point of loading, unloading, stop-off and/or final destination at a time other than between 8:00 a.m. and 5:00 p.m. and, when due to compliance with Dow and/or consignee instructions, a layover is required to complete loading and/or unloading, charges for detention time after 5:00 p.m. as provided in paragraph (a) and (b) above, whichever applies will be applicable. 17. SERVICE PERFORMANCE Carrier understands and agrees to have its performance measured by Dow using the "Measurement of Quality Performance" methodology, a copy of which is made a part of this Contract as Appendix III. 18. CLEANING AND WASTE DISPOSAL Carrier warrants that he will perform all duties of a "generator" as identified by the EPA in 40 CRF 260.10 and that any cleaning facilities used will meet all Resource Conservation and Recovery Act requirements. Page: AI-11 Rev 1 Date: 6/17/96 Dow: CLEA: 19. DRUMMING FROM TANK TRAILERS Carrier will not off-load hazardous materials (as defined by DOT) from trailers into drums. If consignee should request Carrier to do this, Carrier shall refuse and notify Dow of same. Products designated as combustible are exempt from this policy. 20. CURRENCY Freight rates and/or charges applicable under the terms or Provisions of this Contract shall be stated and payable in U.S. funds only. 21. ALTERNATION OF RATES In Appendix II, where there is a conflict between tabular rates (mileage based) and point-to-point commodity rates, the rate that produces the lowest line haul transportation charge will apply. When shipments to, from, and between the United States and Canada are tendered and when there is a Dow Canada and a Dow U.S.A. contract, then the lowest contract freight rate in either contract will apply on either a prepaid or collect basis and the payment will be in U.S. funds only. 22. ARBITRATION If any disputes or differences in interpretation arise other than provided under Provisions 1 through 21 above, such disputes will be resolved by negotiations between the two parties or by a mutually agreed upon arbitrator. 23. SCHEDULE OF MINIMUM CHARGES Schedule of Minimum Charges is based a one-way billed miles scale and flat minimum charges. See Item 23 of the SAC for scale and flat charges. *Denotes Change Page: SAC-1 Rev 4 Date: 6/17/96 Dow: CLEA:
THE DOW CHEMICAL COMPANY UNIFORM BULK MOTOR CARRIER CONTRACT STANDARD ACCESSORIAL CHART PROVISION (NO.) CHARGE - -------------------------------------------------- ----------------------------------------------------- Detention (4) ` $8.00 per 1/4 hour increment or fraction thereof (billed in monthly statements) LOA, UNL (ACON) Cancelled Vehicle (5) $140 XLD (ACON) Diversion/Reconsignment (6) $35 REC (ACON) Rejected Shipments (8) 50% Of outbound line haul rates; minimum of $165 and minimum of $1.30/mile. REJ Spotting for Line Haul Movements (9) $110 Each 24 hour period or fraction thereof SPL, SPU (ACON) Tractor only: $1.41/mile; $65 minimum DHL, DHU (ACON) Spotting for Storage (9) Determined by local contract terms and charges as listed in Appendix II Sunday and Holidays (10) $195 PRE .00 $195.00 min (ACON) TRFI min + max $195.00 Stop-off Intrasit (11) $45 STO (ACON) Weighing Vehicles (12) $20 SCL, SCU (ACON) Accessorial and Emergency Service (13) Sunday and Holidays: 01:8905L $45 each hour; 8 hours minimum UN#608402 All other days: 01:8906L $45 each hour; 8 hours minimum UN#608401 Assistance from or Evacuation of $5 For each minute period or fraction thereof Power Vehicle by Second Driver: will be assessed if second driver is required to Loading/Unloading (13A) assist in loading/unloading or evacuate from his unit Tank Cleaning and Heel Disposal (14) A. $125 Standard products (ACON) B. $190 (See Attachment A) TCLN C. $500 (See Attachment A) SCREEN D. Determined by local contract terms and charges as listed in Appendix II
*Denotes Change Page: SAC-2 Rev 2 Date: 9/18/95 Dow: CLEA:
THE DOW CHEMICAL COMPANY UNIFORM BULK MOTOR CARRIER CONTRACT STANDARD ACCESSORIAL CHART PROVISION (NO.) CHARGE - -------------------------------------------------- ----------------------------------------------------- Special Equipment and Service (15) A. $90 For compartmented trailers CTC (ACON) .00 $90 min. B. $45 Heating-in-transit (tractor only) $85 Heating-in-transit (tractor and trailer) HIT (ACON) C. Heating Service: STOP OFF IN-TRANSIT FOR PURPOSE OF HEATING Note A Note B $45 $11 Weekdays (excluding holidays) $55 $13 Saturdays $65 $17 Sundays and holidays Note A: Applies for the first hour or fraction thereof. Note B: Applies for each additional fifteen minutes or fraction thereof. Overnight and Weekend Layovers (16) $200 single driver -- overnight LCN $275 sleeper team -- overnight LSN $600 single driver -- weekend LCW (ACON) $1,760 sleeper team -- weekend LSW
* If inbound line haul charges are rated from another shipper's contract, Dow contract accessorial charges will apply (17) Accessorial override *Denotes Change Page: II-1(AP) Rev 1 Date: 6/17/96 Dow: CLEA: APPENDIX II BULK MOTOR CARRIER CONTRACT THE DOW CHEMICAL COMPANY AND CHEMICAL LEAMAN TANK LINES, INC. ALLSYN'S POINT -------------- ACCESSORIAL CHARGES: - -------------------- Except as otherwise provided, the rates and charges contained herein are subject to the CLEA 100 Tariff Series. EQUIPMENT ON LONG-TERM STORAGE: $100/day - ------------------------------- Item 100 - -------- Origin: Allyn's Point, CT Commodity: Liquid Commodities transported in single compartment MC-307 trailer
Flat Rate/ Destination Charge Loaded Mile ----------- ------ ----------- 01:0104L ME; Corinth, NY; Fulton, NY -- 01:0111L -$64 + $2.65 01:0103L CT, NH, NJ (Zips 070-079, 085,086, 088,089; Nassau - 64 + 3.44 and Suffolk counties), NY (points not otherwise listed that are less than 140 highway miles from origin), RI, VT 01:0102L Tildale, GA (Dalton, GA) - 64 + 2.22 01:0163L Tyrone, PA - 64 + 2.98 01:0101L Points in US (except provided for above) - 64 + 2.27 01:0100L Points in Canada - 64 + 3.49 Sunday charge not applicable SUN (AiTE) NOTE: Tank cleaning charge of $180 when cleaned for shipments destined for points in Maine. TCL (AiTE) 01:0104
*Denotes Change Page: II-2(AP) Rev 3 Date: 11/05/96 Dow: CLEA: APPENDIX II BULK MOTOR CARRIER CONTRACT THE DOW CHEMICAL COMPANY AND CHEMICAL LEAMAN TANK LINES, INC. Item 200 01:0110L - -------- Origin: Allyn's Point, CT Destination: Points in U.S. Commodity: Plastic Pellets Toll Charge: Tolls outside of rates TL1 -- AC (AiTE) Miles Flat Charge Rate/Mile ----- ----------- --------- 0 - 300 -$128 + $3.20 301 - 500 -128 + 3.00 501 & Over -128 + 2.85 Item 300 01:0162L - -------- Origin: Allyn's Point, CT Destination: Points in Canada Commodity: Plastic Pellets Rate: -$128 flat charge + $3.10/loaded mile Toll Charge: Tolls included in rate TL1 -- IR (AiTE) Item 400 01:0277L - -------- Origin: Petrolia, PA Destination: Allyn's Point, CT Commodity: Liquid Commodities in single compartment MC-307 trailer Rate -$128 flat charge + $1.75/loaded mile Item 500 33:0290L - -------- Origin: Allyn's Point, CT Destination: Messena, NY Commodity: Plastic Pellets in single compartment trailers Rate $1,029/shipment *Denotes Change Page: II-3(AP) Rev 2 Date 12/06/96 Dow: CLEA: APPENDIX II BULK MOTOR CARRIER CONTRACT THE DOW CHEMICAL COMPANY AND CHEMICAL LEAMAN TANK LINES, INC. Item 600 01:0105L -------- Origin: Allyn's Point, CT o Destination: Bridgeport, NJ and Deepwater, NJ Commodity: Hazardous Waste, liquid in dedicated single compartment trailers Rate: $800/shipment Tank Cleaning $200, when cleaned TCL:(AITE) Charge: NOTE: Rate applies to shipments handled in round trip transportation only. Item 700 01:0107 -------- Origin: Allyn's Point, CT Destination: Allyn's Point, CT Commodity: In-plant storage trailers Rate: $650 per month per trailer - ------------------- o Denotes Change Page: II-1(B) Rev 1 Date 6/17/96 Dow: CLEA: APPENDIX II BULK MOTOR CARRIER CONTRACT THE DOW CHEMICAL COMPANY AND CHEMICAL LEAMAN TANK LINES, INC. BALTIMORE o Item 100 01:0112L -------- Origin: Baltimore, MD (Bids Terminal) Commodity: Dry Bulk Miles Flat Charge Rate/Mile ----- ----------- --------- 0 - 100 $ 79 + $3.18 101 - 200 $ 95 + 3.01 201 - 400 $126 + 3.13 401 & Over $ 34 + 3.36 o Item 200 -------- Origin: Baltimore, MD Commodity: Dry Plastic Pellets Destination Rate/Shipment ----------- ------------- 02:0109 Cockeysville, MD $197 01:0182 Winchester, VA 322 Page: II-1(C) Rev 2 Date 6/17/96 Dow: CLEA: APPENDIX II BULK MOTOR CARRIER CONTRACT THE DOW CHEMICAL COMPANY AND CHEMICAL LEAMAN TANK LINES, INC. CHANNAHON o Item 100 -------- Origin: Channahon, IL Commodity: Liquid Commodities transported in single compartment MC-307 trailers Flat Rate/ Destination Charge Loaded Mile ----------- ------ ----------- 01:0125L LA -$128 + $1.80 01:0130L AL, DC, DE, FL, IN, KY, MILES MD, ME, MI, MS, NC, NH, 10-150 -128 + 3.00 SC, VT, VA 151 & Over -128 + 2.60 01:0272L OH -128 + 2.25 01:0273L OH (Counties of: Meigs, Gallia, -128 + 2.60 Lawrence, Scioto, Pike, Jackson and Vinton) 01:0183L CT, MA, PA, NJ, NY, RI, WV, Ontario -128 + 2.10 01:0184L TN -128 + 2.60 01:0185L Tisdale, GA (Dalton, GA) -128 + 1.75 01:0186L GA (all other points) -128 + 2.25 01:0187L TX (Counties of: Brazoria, Chambers, -128 + 1.75 Ft. Bend, Galveston, Harris, Jefferson, and Montgomery) 01:2090L TX (Dallas and Tarrant counties) -128 + 2.25 01:0188L TX (all other points) -128 + 2.50 01:0132L Points in US including Illinois -128 + 2.85 in continuation of an interstaate move 01:0271L Points in Manitoba, Alberta, Quebec, -128 + 3.00 British Columbia, Saskatchewan and New Brunswick - ------------------- o Denotes Change Page: II-1A(C) Rev 1 Date 6/17/96 Dow: CLEA: APPENDIX II BULK MOTOR CARRIER CONTRACT THE DOW CHEMICAL COMPANY AND CHEMICAL LEAMAN TANK LINES, INC. o Item 150 -------- Origin: Channahon, IL Commodity: Liquid Commodities transported in single compartment MC-307 trailers.
Flat Rate/ Flat Rate/ Destination Charge Loaded Mile Destination Charge Loaded/Mile ----------- ------ ----------- ----------- ------ ----------- 01:0189L Detroit, MI -$128 + $2.25 Huron, OH -$128 + $2.15 01:0217 01:0190L Freemont, MI -128 + 2.25 Middletown, OH -128 + 1.75 01:0218 01:0191 Grand Haven, MI -128 + 2.25 Perrysburg, OH -128 + 2.25 01:0219 01:0192L Grand Rapids, MI -128 + 2.25 Solon, OH -128 + 2.15 01:0220 01:0193L Holland, MI -128 + 2.25 Strongsville, OH -128 + 2.15 01:0221 01:0194L Kalamazoo, MI -128 + 1.75 Tallmadge, OH -128 + 2.15 01:0222 01:0195L Midland, MI -128 + 1.75 Toledo, OH -128 + 2.25 01:0223 01:0196L Plymouth, MI -128 + 2.25 Twinsburg, OH -128 + 2.15 01:0224 01:0197L Pontiac, MI -128 + 2.25 Urbana, OH -128 + 2.15 01:0225 01:0198 Saranac, MI -128 + 2.25 Van Wert, OH -128 + 2.25 01:0226 01:0199 Utica, MI -128 + 2.25 Xenia, OH -128 + 1.95 01:0227 01:0200L Wyoming, MI -128 + 2.25 Canadian 01:0201L Warren, MI -128 + 2.25 -------- 01:0202L Wyandotte, MI -128 + 2.25 Ajax, ON -128 + 1.75 01:0228 01:0203L Akron, OH -128 + 2.15 Bramalea, ON -128 + 1.75 01:0229 01:0204L Ashtabula, OH -128 + 2.15 Brampton, ON -128 + 1.75 01:0230 01:0205 Bedford, OH -128 + 2.15 Concord, ON -128 + 1.75 01:0231 01:0206L Berea, OH -128 + 2.15 Downsview, ON -128 + 1.75 01:0232 01:0207L Cincinnati, OH -128 + 1.95 Leaside, ON -128 + 1.75 01:0233 01:0209L Cleveland, OH -128 + 2.15 Maple, ON -128 + 1.75 01:0234 01:0210L Columbus, OH -128 + 2.15 Mississauga, ON -128 + 1.75 01:0235 01:0211L Coshocton, OH -128 + 2.15 Mitchell, ON -128 + 2.10 01:0236 01:0212L Cuyahoga, OH -128 + 2.15 Oakville, ON -128 + 1.75 01:0237 01:0213L Dayton, OH -128 + 1.75 Rexdale, ON -128 + 1.75 01:0238 01:0214L Dover, OH -128 + 2.15 Sarnia, ON -128 + 1.75 01:0239 01:0215L Evendale, OH -128 + 1.75 Weston, ON -128 + 1.75 01:0240 01:0216L Hamilton, OH -128 + 1.75
- ------------------- o Denotes Change Page: II-2(C) Rev 1 Date 6/17/96 Dow: CLEA: APPENDIX II BULK MOTOR CARRIER CONTRACT THE DOW CHEMICAL COMPANY AND CHEMICAL LEAMAN TANK LINES, INC. o Item 200 -------- Origin: Channahon, IL Commodity: Liquid Commodities transported in multi-compartment MC-307 trailers. Flat Rate/ Destination Charge Loaded Mile ----------- ------ ----------- 01:0241L Akron, OH -$128 + $3.05 01:0242L Ashtabula, OH -128 + 3.05 01:0243 Bedford, OH -128 + 3.05 01:0244L Berea, OH -128 + 3.05 01:0245L Cincinnati, OH -128 + 3.05 01:0246L Circleville, OH -128 + 3.05 01:0247L Cleveland, OH -128 + 3.05 01:0248L Columbus, OH -128 + 3.05 01:0249L Coshocton, OH -128 + 3.05 01:0250L Cuyahoga, OH -128 + 3.05 01:0251L Dayton, OH -128 + 3.05(1) 01:0252L -128 + 2.50(2) 01:0253L Dover, OH -128 + 3.05 01:0254L Evendale, OH -128 + 3.05(1) 01:0255L -128 + 2.50(2) 01:0256L Hamilton, OH -128 + 3.05(1) 01:0257L -128 + 2.50(2) 01:0258L Huron, OH -128 + 3.05 01:0259L Middletown, OH -128 + 3.05(1) 01:0260L -128 + 2.50(2) 01:0261L Perrysburg, OH -128 + 3.05 01:0262L Solon, OH -128 + 3.05 01:0263L Strongsville, OH -128 + 3.05 01:0264L Tallmadge, OH -128 + 3.05 01:0265L Toledo, OH -128 + 3.05 01:0266L Twinsburg, OH -128 + 3.05 01:0267L Urbana, OH -128 + 3.05 01:0268 Van Wert, OH -128 + 3.05 01:0269L Xania, OH -128 + 3.05 - ------------------- (1) Rate applies if no reload from Pilot/Middletown, OH (2) Rate applies if trailer reloaded within 24 hour period from Pilot/Middletown, OH o Denotes Change Page: II-3(C) Rev 5 Date 09/01/96 Dow: CLEA: APPENDIX II BULK MOTOR CARRIER CONTRACT THE DOW CHEMICAL COMPANY AND CHEMICAL LEAMAN TANK LINES, INC. Item 300 01:1001L -------- Origin: Channahon, IL Destination: Mississauga, ON with a stop-off for partial unloading at Fort Erie, ON Commodity: Liquid Commodities Rate: $2,314/shipment Item 400 01:0270L -------- Origin: Channahon, IL Destination: Points in the US and Ontario Commodity: Liquid Commodities transported in multi-compartment MC-307 trailer Rate: -$128 flat charge + $3.05/loaded mile Item 500 01:0280L -------- Origin: Channahon, IL Destination: Points in Manitoba, Alberta, Quebec, British Columbia, Saskatchewan and New Brunswick Commodity: Liquid Commodities transported in multi-compartment MC-307 trailer Rate: -$128 flat charge + $3.18/loaded mile Item 600 01:0600L -------- Origin: Channahon, IL o Destination: Marlborough, MA Midland, MI Commodity: Liquid Commodities in ISO containers Rate: $1.50/running mile; $800/month container lease charge; CTS (AITE) $10.50/day chasis lease charge CHA (AITE) Cleaning When cleaned Charges: Item 700 01:0700 -------- Origin: Channelview, TX Destination: Channahon, IL or Joliet, IL Commodity: Liquid Commodities in MC-307 single compartment, rear discharge, reloadable trailers Rate: -$128 flat charge + $1.75/loaded mile - -------------------- o Donotes Change Page: II-1(F) Rev 2 Date 12/13/96 Dow: CLEA: APPENDIX II BULK MOTOR CARRIER CONTRACT THE DOW CHEMICAL COMPANY AND CHEMICAL LEAMAN TANK LINES, INC. FREEPORT Accessorial Charges: All accessorial charges not specifically covered by Dow Master Contract to be billed per CLEA 100 series. (MON/SAT) (SUN/HOL) 04:4005L 04:4006L Item 100 -------- Intraplant Work: When upon request of the shipper, carrier provides a unit for intraplant work, a charge of $45.00/hour, or fraction thereof, shall apply, subject to a 4 hour minimum Monday thru Saturday and 8 hour minimum on Sunday and holidays. o Spotting and/or $55.00 flat charge. If service takes more than one Pickup Service on (1) hour, bill extra time at intraplant rate of Tanks & Containers $45.00/hour, or fraction thereof, subject to 8 hour Spotted for Storage: minimum on Saturdays. ELA (AITE) 04:4005 AND 04:4006 Rental Charges: $70/day for plant storage trailers and ISO containers on 20' and 40' chassis. 04:4444L Dry Disconnects: When dry disconnects are required for delivery, an additional charge of $200 will apply to all shipments transported in non-dedicated equipment. DRD (AITE) Idle Day Charges: $50/day except Saturday, Sunday & Holidays on TDI Trailers 6-245, 6-246, 6-967, 7-263. 05:8954L IDL (AITE) $50/day except Saturday, Sunday & Holidays on magnesium chloride trailer 8-065. 05:8955L IDL (AITE) Page: II-2(F) Rev 1 Date 6/17/96 Dow: CLEA: APPENDIX II BULK MOTOR CARRIER CONTRACT THE DOW CHEMICAL COMPANY AND CHEMICAL LEAMAN TANK LINES, INC. o Item 200 -------- Origin: Points in Texas Commodity: General Chemicals in stainless steel single compartment trailers in non-dedicated, reloadable service. Destination Flat Charge Rate/Mile ----------- ----------- --------- 04:4500L CT, DE, GA, IL, IN, KY, MA, MD, $ 37 + $2.26 MI (Except Midland), NC, NJ, NY, OH, PA, RI, SC, VA, WI, WV, ON and PQ 04:0400L Canada except ON and PQ 56 + 3.00 04:4505L AL, MS, MO, TN -128 + 2.58 04:4510L CA -128 + 2.60 04:4525L LA -128 + 2.14 04:4515L All other states except TX and as -128 + 2.81 otherwise provided herein Item 300 04:4520L - TDI 04:4521L - Other Products -------- Origin: Points in Texas Destination: Points in U.S. and Canada Commodity: Non-reloadable shipments made on a dedicated basis; includes TDI and dry products, magnesium chloride and bulk containers. Rate: $3.00/loaded mile + $56 Cleaning: $835 on TDI shipments TCL - Always bill (AITE on 04:4520) Page: II-2A(F) Rev 1 Date 6/17/96 Dow: CLEA: APPENDIX II BULK MOTOR CARRIER CONTRACT THE DOW CHEMICAL COMPANY AND CHEMICAL LEAMAN TANK LINES, INC. o Item 350 -------- Origin: Freeport, Texas Commodity: Latex liquid Fixed Destination Rate/Shipment Rate/Mile ----------- ------------- --------- 04:4901 Courtland, AL -$128 + $2.81 04:4902 Mobile, AL -128 + 2.22 04:4903 Naheola, AL -128 + 2.81 04:4904 Pennington, AL -128 + 2.58 04:4905 Crossett, AR -128 + 2.60 04:4906 Ft. Smith, AR -128 + 3.18* 04:4907 San Marcos, CA -128 + 2.60 04:4908 Tucker, GA -128 + 2.45 04:4909 St. Francisville, LA -128 + 2.14 04:4910 Midland, GA -128 + 1.75 04:4911 Canton, GA -128 + 2.39 04:4912 N. Philadelphia, OH -128 + 2.39 04:4913 Portland, OR -128 + 2.81 04:4914 Aiken, SC -128 + 2.42 04:4915 Evadale, TX 759 -- 04:4916 Houston, TX 401 -- 04:4917 Pasadena, TX 440 -- Canadian -------- 04:4918 Varennes, PQ -128 + 1.75 *Requires center unload trailer Page: II-3(F) Rev 1 Date 6/17/96 Dow: CLEA: APPENDIX II BULK MOTOR CARRIER CONTRACT THE DOW CHEMICAL COMPANY AND CHEMICAL LEAMAN TANK LINES, INC. o Item 400 04:4521L -------- Origin: Points in Texas Destination: Points in Mexico Commodity: Liquid Commodities Rate: $3.00/loaded mile + $56 On shipments to Mexico to be transported via the international boundary at any point in Texas, an extra charge of $200/round trip crossing will be applicable in addition to all other charges. o Item 500 04:4590L -------- Origin: Points in Texas Destination: Points in U.S, (except Texas) and Canada Commodity: Liquid Commodities transported in multi-compartment trailer. Rate: -$128 flat charge + $2.85/loaded mile o Item 600 04:4527L -------- Between: Freeport, TX and Ports of Barbours Cut, Galveston and Houston, TX Commodity: Freight All Kinds Rate: $174/tank container Page: II-4(F) Rev 1 Date 6/17/96 Dow: CLEA: APPENDIX II BULK MOTOR CARRIER CONTRACT THE DOW CHEMICAL COMPANY AND CHEMICAL LEAMAN TANK LINES, INC. o Item 700 04:4593 -------- Origin: Freeport, Texas Destination: Mahrt, AL Commodity: Latex in single compartment trailer Rate: $1,783/shipment o Item 800 04:4592L -------- Origin: Pasadena, Texas Destination: Anderson, IN Commodity: Chemicals, NOI Rate: -$128 flat charge + $2.20/loaded mile Item 900 -------- o Item 1000 04:4000L --------- Origin: Freeport, Texas Destination: Rochester, NY Commodity: Liquid Commodities in single compartment, MC-307 trailer. Rate: $3,514/shipment Page: II-5(F) Rev 1 Date: 6/17/96 Dow: CLEA: APPENDIX II BULK MOTOR CARRIER CONTRACT THE DOW CHEMICAL COMPANY AND CHEMICAL LEAMAN TANK LINES, INC. o Item 1100 --------- Origin: Freeport, TX Commodity: Liquid Chelating compounds in single compartment trailer Tank $125 when cleaned Cleaning: Stop-off $185 per stop for all stops after the first. Charge: TANK CLEANING BACKOUT $75.00 ----------
Flat Rate/ Destination Charge Mile ----------- ------ ----- 04:4063L Tildale, GA (Dalton, GA) -$128 + $1.75 04:4602L Chattanooga, TN -$128 + 1.98 04:4604 Chattanooga, TN to Tildale, GA $215/shipment (Dalton, GA)(continuation)
o Item 1200 04:4591L --------- Origin: Brownsville, TX Destination: Bayport, TX; Houston, TX (Zip 770); and Seabrook, TX (Zip 775) In continuation of movement originating in Lerma Poluca, MX Commodity: Polyglycol, Polyethylene Glycol Rate: $624/shipment Cleaning: $300 - special preparation in Mexico TLC - always bill (AiTE) o Item 1300 04:4004L --------- Origin: Chicago, IL (Zip 606); Wellford, SC (Zip 293) Destination: Freeport, TX Commodity: Liquid Commodities in single compartment MC-307 trailer Rate: -$128 flat charge + $1.75/loaded mile o Item 1400 04:4003L --------- Origin: New Albany, IN Destination: Freeport, TX Commodity: Liquid Commodities in single compartment MC-307 trailer Rate: -$128 flat charge + $1.80/loaded mile
Page: II-6(F) Rev 2 Date: 12/01/96 Dow: CLEA: APPENDIX II BULK MOTOR CARRIER CONTRACT THE DOW CHEMICAL COMPANY AND CHEMICAL LEAMAN TANK LINES, INC.
Item 1500 04:1500L - --------- Origin: Points in U.S. excluding Texas Commodity: Liquid Commodities in MC-307 trailer (reloadable 2/1 type only) Rate: -$128 flat charge + $1.75/loaded mile o Item 1600 04:4037L --------- Origin: Freeport, TX Destination: Channelview, TX Commodity: Liquid Commodities MC-307 trailers Rate: $360/shipment o Item 1700 Reserved for future use --------- o Item 1800 Reserved for future use ---------
Page: II-7(F) NEW Date: 12/01/96 Dow: CLEA: APPENDIX II BULK MOTOR CARRIER CONTRACT THE DOW CHEMICAL COMPANY AND CHEMICAL LEAMAN TANK LINES, INC.
Item 1900 - --------- Origin: Freeport, TX Commodity: Liquid Commodities in MC-307 trailers Destination Rate/Shipment ----------- ------------- 04:4010L Austin, TX $ 650 04:4011L Bayport, TX 360 04:0412L Baytown, TX 370 04:0413L Brenham, TX 455 04:0414L Carrollton, TX 912 04:0415L Dallas, TX 875 04:0416L Dayton, TX 405 04:0417L Deer Park, TX 350 04:0418L El Paso, TX 2,073 04:0419L Evadale, TX 650 04:0420L Fort Worth, TX 912 04:0421L Freeport, TX 350 04:0422L Fresno, TX 350 04:0423L Garland, TX 912 04:0424L Grand Prairie, TX 912 04:0425L Houston, TX 350 04:0426L La Porte, TX 360 04:0427L Lewisville, TX 912 04:0428L Mesquite, TX 912 04:0429L Odessa, TX 1,425 04:0430L Pasadena, TX 350 04:0431L Port Arthur, TX 525 04:0432L San Antonio, TX 703 04:0433L Spring, TX 370 04:0434L Sugarland, TX 350 04:0435L Terrell, TX 855 04:0436L Victoria, TX 767
TO: RICK STOLL JIM KEELER PHIL CUMMING KERRY GRAY CC. J. HAGELIN S. SELVERIAN D. REYNOLDS G. BAILEY A. TENNIS FROM: G. CIARLONE DATE: 4-26-95 SUBJECT: DOW CHEMICAL -- INTRA TEXAS THIS WILL SUMMARIZE THE COURSE OF ACTION WE ARE TAKING FOR DOW'S INTRA TEXAS TRAFFIC: 1. WE HAVE INDENTIFIED ALL DOW TRANSACTIONS AND MADE COPIES OF THE TEXAS TARIFF PAGES THAT ARE ACTIVE FOR DOW. 2. A SEPARATE ADDENDUM WILL BE ADDED TO DOW'S INTERSTATE CONTRACT INCORPORATING THE TEXAS TARIFF RATES APPLICABLE FOR DOW. 3. THE LINEHAUL RATES WILL CONTINUE TO BE SUBJECT TO BOTH INSURANCE AND FUEL SURCHARGES. 4. EXCEPT AS PROVIDED IN ITEM 3 HEREIN, NO INTRA TEXAS TARIFF RULES OR ACCESSORIAL CHARGES WILL APPLY. INSTEAD, THE RATES WILL BE SUBJECT TO THE RULES AND CHARGES CONTAINED IN THE INTERSTATE CONTRACT. IF ANYONE HAS ANY OBJECTIONS OR COMMENTS, WE NEED TO KNOW IMMEDIATELY. NOTE TO GARY BAILEY: ONCE THIS IS ACCOMPLISHED FOR DOW, CAN WE PROCEED WITH THE CANCELLATION OF THE EXISTING INTRA TEXAS TRAIFFS AND THE PUBLICATION OF THE NEW ONE. ORIGINAL CHECK SHEET EFFECTIVE: 5-01-95 ADDENDUM NO. 8 (INTRA-TEXAS) THE DOW CHEMICAL COMPANY CONTRACT RATE SCHEDULE TO TRANSPORTATION AGREEMENT CHECK SHEET FOR REVISIONS The following list shows all effective revisions as of the effective date of this page. ================================================================================ PAGE # REVISION PAGE # REVISION # CHECK SHEET 0 # 59 0 # 1 0 # 60 0 # 20 5 # 61 0 # 51 2 # 83 0 # 52 0 # 103 3 # 53 4 # 104 3 # 54 0 # 107 0 # 55 0 # 65 2 # 56 0 # 41 0 # 57 1 # 45 0 # 58 0 # 46 0 # Pages issued this date. AGREED AND ACCEPTED; AGREED AND ACCEPTED: THE DOW CHEMICAL COMPANY CHEMICAL LEAMAN TANK LINES, INC. - ------------------------------------ ------------------------------------ TITLE: TITLE: GEORGE E. CIARLONE ------------------------------ ----------------------------- MANAGER OF CONTRACTS DATE: DATE: April 28, 1995 ------------------------------ ------------------------------- [LOGO] CHEMICAL LEAMAN TANK LINES, INC. 102 Pickering Way, Exton, PA 19341-0200 o 215-363-4200 SCHEDULE OF RATES AND CHARGES APPLYING ON SERVICES PERFORMED WITHIN THE UNREGULATED COMMERCIAL ZONES OF TEXAS AS DESIGNATED BY THE RAILROAD COMMISSION OF TEXAS. RATES EFFECTIVE: OCTOBER 1, 1992 HOURLY CHARGE: $60 per hour or fraction thereof, subject to a minimum of eight (8) hours. Charge applies from the time unit leaves its' origin terminal until return thereto. Except as otherwise provided, all provisions of ICC CLEA 100 Tariff series apply, including the tank cleaning provision thereof. RULES - -------------------------------------------------------------------------------- TSCH SCREEN APPLICATION ITEM - -------------------------------------------------------------------------------- COMPUTATION OF 1. FUEL ADJUSTMENT CHARGE (Concluded) Highest Miles Charge (division sign) 995 = .----------
- -------------------------------------------------------------------------------------------- MILES CHARGE MILES CHARGE MILES CHARGE MILES CHARGE MILES CHARGE 10.....$ 0.86 210.....$ 35.14 410.....$ 69.42 610....$103.70 810...$137.98 20..... 2.57 220..... 36.85 420..... 71.13 620.... 105.41 820... 139.69 30..... 4.29 230..... 38.57 430..... 72.85 630.... 107.13 830... 141.41 40..... 6.00 240..... 40.28 440..... 74.56 640.... 108.84 840... 143.12 50..... 7.71 250..... 41.99 450..... 76.27 650.... 110.55 850... 144.83 60..... 9.43 260..... 43.71 460..... 77.99 660.... 112.27 860... 146.55 70..... 11.14 270..... 45.42 470..... 79.70 670.... 113.98 870... 148.26 80..... 12.86 280..... 47.14 480..... 81.42 680.... 115.70 880... 149.98 90..... 14.57 290..... 48.85 490..... 83.13 690.... 117.41 890... 151.69 100..... 16.28 300..... 50.56 500..... 84.84 700.... 119.12 900... 153.40 110..... 18.00 310..... 52.28 510..... 86.56 710.... 120.84 910... 155.12 120..... 19.71 320..... 53.99 520..... 88.27 720.... 122.55 920... 156.83 130..... 21.43 330..... 55.71 530..... 89.99 730.... 124.27 930... 158.55 140..... 23.14 340..... 57.42 540..... 91.70 740.... 125.98 940... 160.26 150..... 24.85 350..... 59.13 550..... 93.41 750.... 127.69 950... 161.97 160..... 26.57 360..... 60.85 560..... 95.13 760.... 129.41 960... 163.69 170..... 28.28 370..... 62.56 570..... 96.84 770.... 131.12 970... 165.40 180..... 30.00 380..... 64.28 580..... 98.56 780.... 132.84 980... 167.12 190..... 31.71 390..... 65.99 590..... 100.27 790.... 134.55 990... 168.83 200..... 33.42 400..... 67.70 600..... 101.98 800.... 136.26 1000... 170.54 - --------------------------------------------------------------------------------------------
(MFC 21703, 21791, 21838, 21907, 22051, 22419, 22728, 23171, 24209, 25171, 25522, 26077, 26544, 26945, 28679, 28727, 29180, 29599, 29650, 30197, 30351, 31831, 31894, 31919, 31973, 32288, 32291, 32326, 32402, 32454, 32541, 32629, 32774, 32891, 33426, 33545, 33811, 34625, 36079, 36116) (MFC 36396, effective February 23, 1994) - -------------------------------------------------------------------------------- SURCHARGE FOR INSURANCE EXPENSES 2 APPLICATION OF SURCHARGE A. Freight charges on each shipment shall be computed on the basis of the applicable linehaul rate as provided in this tariff multiplied by the actual weight, gross gallons or barrels transported, or minimum weight, gallons or barrels specified, whichever is greater, or apply specific truckload charge, if applicable. B. To the freight charge computed in Paragraph A, apply 4.07 percent surcharge, disposing of fractions as follows: Fractions of less than one-half cent will be dropped, and fractions of one-half cent or more, will be increased to the next higher whole cent. C. The surcharge as computed in Paragraph B shall be in addition to all other charges applicable to the shipment as provided in this tariff. - -------------------------------------------------------------------------------- (MFC 29782) - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- DISTANCE COMMODITY RATES (Rates are in cents per hundredweight except as noted) ================================================================================ APPLICATION ITEM - -------------------------------------------------------------------------------- DISTANCE COMMODITIES, VIZ: 500 SECTION A ITEM 510, COLUMN 2 rates apply on the following products: Minimum: 40,000 pounds. Acetal ALCOHOLS, VIZ.: Ammonium Sulfide Acetaldehyde (Continued) Ammonium Thiosulphate Cyclohexanol Solution, Photograde ACETATES, VIZ.: Decyl (other than perfumery Amyl Chloride Amyl grade) Anti-Freeze Compounds Butyl Denatured Anti-Freeze Preparations, Crude Sodium Diacetone Proprietary (not otherwise Ethyl Diethyl Carbonol provided in tariff) Isobutyl Ethyl Butyl Anti-Icing Compounds Isopropyl Ethyl Hexyl (Ethylhexenol) Benzaldehyde Methyl Hexyl (other than perfumery Boiler Cleaning Compound Methyl Acetoacetate grade) Butyraldehyde Methyl Amyl Inedible Fatty Alcohol Calcium Bromide Solution Octyl of Petroleum Calcium Chloride Propyl Isoamyl Caprolactam Propylene Glycol Monomethyl Isobutyl Captan Ether Iso-Decanol Carbon Tetrachloride Vinyl Iso Octyl (other than Cement Clinker Grinding Acetic Anhydride perfumery grade) Compound Acetone Isopropyl (Isopropanol) Chelating Compounds Acetonitrile Methally Chloroform Methyl Amyl Cleaning compound, liquid, ACIDS, VIZ.: Methyl (Methanol) NOIBN (hydrocarbon based) Acetic Mixed Butanols Cyanhydrine Acrylic Nonyl (other than perfumery Detergents Anhydrous grade) Di-isobutyl Ketone Dodecylbenzene Sulfonic Normal Propyl Dichloroethyl Ether Ethyl Hexanoic Octyl Dichloroisopropyl Ether Ethylhexoic Octyl (perfumery grade and Diethyl Carbonate Hydrofluoric other than perfumery Diethyl Sulphate Nitric grade) Diethylene Ether Petroleum Propylene Chlorohydrin Dimethyl Amine Petroleum Fatty Tertiary Amyl Dimethyl Formamide Phosphoric Tri-Decyl (other than Dinonyl Phenol Phosphoric sludge perfumery grade) Diol Fractions Propionic (2-aminoethoxy) ethanol Distillation Residue Acrolein Wood Epichlorhydrin Acrylonitrile Ethane Agricultural insecticides Alkyl-Pridine Ethanol, Fuel Grade Alcohol-Ketone Mix Allyl Chloride ETHANOLAMINES, VIZ.: Amine Residues, Crude Diethanolamine ALCOHOLS, VIZ.: Aminoethylpeperazine Methyldiethanolamine Alkyl Aryl Polyether Ammonium Bisulfate Monoethanolamine Amyl Ammonium Polysulfide Still Bottoms Mixtures Anti-Freeze Triethanolamine Butyl (Continued)
TTTCA/TBC TARIFF 10-B ORIGINAL PAGE 52 - -------------------------------------------------------------------------------- DISTANCE COMMODITY RATES (Rates are in cents per hundredweight, except as noted) - -------------------------------------------------------------------------------- APPLICATION ITEM - --------------------------------------------------------------------------------
COMMODITIES, VIZ: (Continued) 500 ITEM 510, COLUMN 2 rates apply on the following products: Minimum: 40,000 pounds. Ethyl Ether (Sulphuric Ether) Isopropyl Ether Isoprene other than anesthesia ether Methyl Styrene Ethyl Acetoacetate KEYTONES, VIZ.: Methylethyl Benzene Ethyl Chloride Methyl Butyl Monochlorobenzene Methyl Ethyl Naphthalene ETHYLENE AMINES, VIZ.: Methyl Isoamyl Olefins NOI Di-Ethylene Triamine Methyl Isobutyl Orthoxylene Ethylene Diamine Methyl Isopropyl Paraxylene Penta Ethylene Hexamine Methyl Propyl Perchloroethylene Tetra Ethylene Pantamine Methyl Vinyl Pyridine Polythene Tri-Ethylene Tetramine Methyl-Normal-Amyl Pseudocumene Styrene Ethylene Dibromide Liquid Soap Tetrahydronaphthalene Ethylene Dichloride Mesityle Oxide Tetrapropylene Ethylidene Dichloride Methoxypropionitrile Triisobutylene Ferrous Sulphate Solution Methoxypropylamine Trichlorbenzene Formaldehyde Methyl Acetone Trichloroethylene Formalin Methyl Amyl Carginol Vinyl Toluene Gas Purifying Compound, NOI Methyl Chloride Glycerine Methyl Chloroform Orthodichlorobenzol Glycerol Methyl Ethyl-Pridine Oxo Alcohol Distillation Glycerol Dichlorohydrin Methyl Glycol Ethers Paraformaldehyde Methyl Isobutyl Carbinol Pentane GLYCOLS, VIZ.: Methyl Tertiary Butyl Ether Perchloroethane Butylene Methylally Petroleum Cumene Diacetate Methylene Chloride Petroleum Nitrozylene Diethylene Morpholine Petroleum Treating Compound Diformate Motor Fuel Additive (containing Petroleum Alkylate Detergent Dipropylene not more than 50% petroleum Intermediate Ethylene not including Ethyl Fluid or Phorone Glycol Ethers Tetra Ethyl Fluid, but including Phosphatic Fertilizer Solution Hexylene Motor Fuel Anti-icing) (containing over 40% Methyl Nonyl Phenol Anhydride by weight) Monoethylene Octanes Picloram +2 4-D (TM) Pentanedial Octyl Aldehyde Plant Defoliant Polyethylene Polyglycol OLEFINS, VIZ.: PLASTICIZERS (RESINS OR Polypropylene Acetylene PLASTIC), VIZ.: Propylene Decahydronaphthalene Diallyl Phthalate Propylethylene Diamyl Naphthalene Diethyl Phthalate Tetraethylene Dicyclopentadiene Diisodecyl Phthalate Triethylene Diethyl Benzene Dimethyl Phthalate Tripropylene Diisobutylene Dioctyl Phthalate (water And Blends of two or more of Dodecylbenzene soluble) the named Glycols Dodecyltoluene Diundecyl Phthalate Durene Plasticizers NOIBN Heat Transfer Agents Ethyl Benzene Heptane Ethylene Isobutyraldehyde Isophorene
(continued) - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- For explanation of abbreviations and special characters see last page of this tariff. TTTCA/TBC TARIFF 10-B FOURTH REVISED PAGE 53 - -------------------------------------------------------------------------------- DISTANCE COMMODITY RATES (Rates are in cents per hundredweight, except as noted) - -------------------------------------------------------------------------------- APPLICATION ITEM - -------------------------------------------------------------------------------- COMMODITIES, VIZ: (Continued) 500* ITEM 510, COLUMN 2 rates apply on the following products: Minimum: 40,000 pounds.
Polyoxalkyleneamines Sodium Bisulfite Polyoxyethylene Ether Sodium Hydrosulphide Polyoxypropylenediamine Sodium Sulfide Styrene-Butadlene Latex Polyvinyl Chloride Sodium Sulfide Solutions Trichloroethane Propionaldehyde Sodium Thiosulphate Trichloropropane Propyl Aldehyde Vinyl Chloride Propylene dichloride SOLVENTS, VIZ.: Vinylidene Chloride Propylene Oxide Lacquer Vinylidene Dechloride Refinery Still Bottoms Paint Water Treating Compounds Rubber Preservative Varnish Xylidine Scale Prevention Compound Solvents NOI Sodium Arsenite Solution
- -------------------------------------------------------------------------------- (MFC 21471, 22711, 23957, 24082, 24125, 24620, 24858, 25686, 25963, 26882, 26850, 27346, 27583, 27660, 28234, 28717, 28719, 28966, 29334, 29411, 29559, 29868, 30014, 30327, 30708, 30889, 30944, 31037, 31142, 31178, 31298, 31477, 31513, 31569, 32005, 32130, 32800, 33983, 34874) - -------------------------------------------------------------------------------- SECTION B PART I: On the following products apply rates in Item 510_________ Column 2 Chemicals, petroleum products, petrochemicals not otherwise provided for in TTTCA/TBC Tariffs 7 & 10 series. (Subject to Notes 1, 2, 3, 4 and 5). NOTE 1: Rates in this commodity description are restricted to those commodities not otherwise specifically named in other sections of this tariff or TTTCA/TBC Tariff 7 series. It is further restricted to commodities having a declared value of less than $0.40 per pound and requiring trailer equipment equal to or less than DOT MC 307 standards. NOTE 2: The shipper has the burden to provide the declared value prior to the loading of the shipment. NOTE 3: Rates in this item are not applicable on any commodity requiring DOT hazardous class "Poison" or any commodity classified as "USP" grade product. NOTE 4: Shipper's Bill of lading must carry the notation "This commodity meets the standards required under the terms and provision of Item 500, Section B, TTTCA/TBC series." NOTE 5: If the provisions of PART I are not met prior to the loading of the shipment, then the rates and provisions of PART II of Section B apply. - -------------------------------------------------------------------------------- PART II: On the following products apply rates in Item 510 __________ Column 3 Chemicals, Petro-Chemicals or other Petroleum Products not otherwise provided for in this tariff or in TTTCA/TBC MFC Tariff No. 7 series Mimimum: 40,000 - -------------------------------------------------------------------------------- (MFC 31837, 32130) - -------------------------------------------------------------------------------- SECTION C On the following products apply rates in Item 510 _____________ Column 4 Latex Minimum: 36,000 pounds - -------------------------------------------------------------------------------- (continued) - -------------------------------------------------------------------------------- For explanation of abbreviations and special characters see last page of this tariff. 1/22/93 TTTCA/TBC TARIFF 10-B ORIGINAL PAGE 5 - -------------------------------------------------------------------------------- DISTANCE COMMODITY RATES (Rates are in cents per hundredweight, except as noted) - -------------------------------------------------------------------------------- APPLICATION ITEM - -------------------------------------------------------------------------------- COMMODITIES, VIZ: (Continued) 500* - -------------------------------------------------------------------------------- SECTION D On the following products apply rates in Item 510 ________________ Column 5 Silicate of Soda Minimum: 42,000 pounds - -------------------------------------------------------------------------------- SECTION E Item 510, Columns 6 and 7 rates apply on the following products: Caustic Soda Minimum: 42,000 pounds _____________ Column 6 Caustic Soda Minimum: 48,000 pounds _____________ Column 7 - -------------------------------------------------------------------------------- SECTION F On the following products apply rates in Item 510 ________________ Column 8 Coal Tar, Coal Tar Pipe Coating, Coating, Coal Tar Pitch and Creosote Oil Minimum: 38,000 pounds - -------------------------------------------------------------------------------- (MFC 27189, 30889, 31778, 32130) - -------------------------------------------------------------------------------- SECTION G On the following products apply rates in Item 510 ________________ Column 9 Toluene (Toluol) Xylene (Xylol) Minimum: 40,000 pounds - -------------------------------------------------------------------------------- (MFC 31778, 32130) - -------------------------------------------------------------------------------- SECTION H On the following products apply rates in Item 510 ________________ Column 10 Animal & Poultry Feeds & Feed Supplements (not otherwise provided for in this tariff) Blackstrap Molasses Blackstrap Molasses (mixed with not to exceed 10% Urea, and with or without not to exceed 6% of other ingredients) Beet Sugar Final Molasses Cactus Molasses Sotol Molasses Mimimum: 40,000 pounds - -------------------------------------------------------------------------------- (continued) - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- For explanation of abbreviations and special characters see last page of this tariff. DISTANCE COMMODITY RATES (Rates are in cents per hundredweight, except as noted) APPLICATION ITEM COMMODITIES, VIZ: (Continued) 500 SECTION I On the following products apply rates in Item 510 .............. Column 11 Fruit Juices Molasses, Edible Water, Fresh or Distilled Milk Minimum: 36,000 pounds SECTION J On the following products apply rates in Item 510 .............. Column 12 Salt Water or Brine (Note 1) Minimum: 40,000 pounds SECTION K On the following products apply rates in Item 510 .............. Column 13 Allyl Alcohol 2-Ethylhexyl Acrylate Phenol Benzene Formic Acid Plastic, Liquid Synthetic Butyl Acrylate Methyl Acrylate Polyesters Butyl Methyl Acrylate Methyl Methacrylate Propal Carbinol Ethyl Acrylate Normal Propyl Carbinol Resins, Alkyd Ethyl Alcohol Paint, Lacquer or Varnish Resins, Liquid Synthetic Minimum: 40,000 pounds (MFC 27189, 27660, 30889, 30994, 31037, 31142, 31178) SECTION L On the following products apply rates in Item 510 ............... Column 14 Glue or Paste Minimum: 36,000 pounds (continued) For explanation of abbreviations and special characters see last page of this tariff. DISTANCE COMMODITY RATES (Rates are in cents per hundredweight, except as noted) - -------------------------------------------------------------------------------- APPLICATION ITEM - -------------------------------------------------------------------------------- COMMODITIES, VIZ: (Continued) 500 - -------------------------------------------------------------------------------- SECTION M On the following products apply rates in Item 510 ................. Column 15 Aqua Ammonia (liquid fertilizer), subject to notes 2 and 5 Fertilizer Ammoniating Solution, subject to notes 2 and 5 Nitrogen Fertilizer Solution, subject to notes 2 and 5 Phospheric (Phosphoric) Fertilizer Solution, containing 40% or less of Phosphoric Anhydride by weight, subject to notes 2 and 5 Phosphatic Fertilizer Solution, containing 40% or less of Phosphoric Anhydride weight, subject to notes 2 and 5 Urea, liquid, other than technical grade, subject to note 5 Liquid Fertilizing Compounds, containing 1-lb. zinc subject to note 5 Waste Ferrous Sulphate Solution, subject to note 5 Minimum: 40,000 pounds - -------------------------------------------------------------------------------- (MFC27189.27660.32130) - -------------------------------------------------------------------------------- SECTION N On the following products apply rates in Item 510.................. Column 16 Sodium Bichromate, liquid Sodium Chromate, liquid Minimum: 36,000 pounds - -------------------------------------------------------------------------------- SECTION O On the following products apply rates in Item 510 ................. Column 17 Lime Slurry or Liquid Lime Minimum: 47,000 pounds - -------------------------------------------------------------------------------- SECTION P Item 510, Columns 18 and 19 rates apply on the following products Liquid Caustic Potash: Minimum: 38,000 pounds ................... Column 18 Liquid Caustic Potash: Minimum: 48,000 pounds ................... Column 19 - -------------------------------------------------------------------------------- (continued) - -------------------------------------------------------------------------------- For explanation of abbreviations and special characters see last page of this tariff. TTT/TBC TARIFF 10-B FIRST REVISED PAGE 57 - -------------------------------------------------------------------------------- DISTANCE COMMODITY RATES (Rates are in cents per hundredweight, except as noted) - -------------------------------------------------------------------------------- APPLICATION ITEM - -------------------------------------------------------------------------------- COMMODITIES, VIZ: (Concluded) 500 - -------------------------------------------------------------------------------- SECTION Q On the following products apply rates in Item 510 ................ Column 20 Acid, Viz.: (Note 3) Hydrochloric (Muriatic) Sulphuric Aluminum Chloride Solution (Note 4) Aluminum Sulphate or Paper Makers Alum Minimum: 42,000 pounds - -------------------------------------------------------------------------------- NOTE 1: The rates in Column 12 on Salt Water or Brine, and the rules, regulations and charges applicable in connection therewith will also apply for account of specialized motor carriers of oil field equipment between points they are authorized to serve, and only when moving as oilfield equipment to be used in the drilling, completion or operation of oil or gas wells, and when carriers are equipped to transport the commodities in tank trucks. NOTE 2: When MC 330 tanks are required for shipments, Column 14 rates subject to minimum weight of 26,000 pounds apply. NOTE 3: The rates in Column 20 on Hydrochloric (Muriatic) and Sulphuric Acid and the rules, regulations and charges applicable in connection therewith will also apply for account of specialized motor carriers of oil field equipment between points they are authorized to serve, and only when moving as oil field equipment to be used in the drilling completion or operation of oil or gas wells, and when carriers are equipped to transport the commodities in tank trucks. NOTE 4: The rates on Aluminum Chloride Solution in Column 20 of Item 510 Series will not apply for account of Chemical Leaman Tank Lines, Inc. NOTE 5: For the account of DSI Transports, Inc. and Western-Commercial Transport, Inc., the mileage rates in Column 2 of Item 510 shall apply on all commodities described in Section M of this item. NOTE 6: When a vacumm truck is requested, Column 13 rates herein shall apply to commodities listed in Sections A, D, E and Q herein, when moving in bulk to tankage resulting from the cleaning of tanks, tank cars, sea-going vessels, barges and drums.* NOTE 7: When lined vacuum equipment is required or requested, a ten (10%) percent increase of the linehaul rates shall be added to the Column 13 rates herein for commodities listed in Sections A, D, E and Q herein, when moving in bulk to tankage resulting from the cleaning of tanks, tank cars, sea-going vessels, barges and drums.* - -------------------------------------------------------------------------------- (MFC 27189, 31178, 31477, 32130) (MFC 34027, effective March 27, 1992) - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- For explanation of abbreviations and special characters see last page of this tariff. 3/27/92
- ------------------------------------------------------------------------------------------------------------- EFF 5-1-95 DISTANCE COMMODITY RATES 4015 (Rates are in cents per hundredweight, except as noted) - ------------------------------------------------------------------------------------------------------------- APPLICATION ITEM - ------------------------------------------------------------------------------------------------------------- DISTANCE COMMODITY RATES 510 01:5102L 01:5103L 01:5104L 01:5105L 01:5106L 01:5107L 01:5108L 01:5109L 01:5110L - ------------------------------------------------------------------------------------------------------------- COL COL COL COL COL COL COL COL COL MILES 2 3 4 5 6 7 8 9 10 - ----- --- --- --- --- --- --- --- --- --- 5 ....... 47 ....... 66 ....... 64 ....... 47 ....... 47 ....... 45 ....... 46 ....... 46 ....... 40 10 ....... 47 ....... 75 ....... 66 ....... 47 ....... 47 ....... 45 ....... 46 ....... 46 ....... 40 15 ....... 50 ....... 79 ....... 75 ....... 50 ....... 50 ....... 48 ....... 46 ....... 47 ....... 41 20 ....... 50 ....... 93 ....... 76 ....... 50 ....... 50 ....... 48 ....... 46 ....... 47 ....... 41 25 ....... 56 ....... 96 ....... 79 ....... 56 ....... 50 ....... 48 ....... 46 ....... 50 ....... 42 30 ....... 56 ....... 96 ....... 93 ....... 56 ....... 56 ....... 53 ....... 46 ....... 50 ....... 42 35 ....... 59 ....... 99 ....... 94 ....... 59 ....... 56 ....... 53 ....... 47 ....... 56 ....... 45 40 ....... 59 .......103 ....... 96 ....... 59 ....... 59 ....... 56 ....... 47 ....... 56 ....... 45 45 ....... 64 .......104 ....... 99 ....... 64 ....... 61 ....... 58 ....... 51 ....... 61 ....... 46 50 ....... 64 .......106 ....... 99 ....... 64 ....... 61 ....... 58 ....... 51 ....... 61 ....... 46 55 ....... 65 .......106 .......102 ....... 65 ....... 64 ....... 59 ....... 55 ....... 64 ....... 46 60 ....... 65 .......108 .......104 ....... 65 ....... 64 ....... 59 ....... 55 ....... 64 ....... 50 65 ....... 68 .......118 .......108 ....... 68 ....... 65 ....... 60 ....... 59 ....... 66 ....... 51 70 ....... 68 .......123 .......108 ....... 68 ....... 65 ....... 60 ....... 59 ....... 66 ....... 55 75 ....... 76 .......128 .......111 ....... 76 ....... 66 ....... 61 ....... 64 ....... 75 ....... 56 80 ....... 76 .......128 .......115 ....... 76 ....... 66 ....... 61 ....... 64 ....... 75 ....... 59 85 ....... 79 .......132 .......115 ....... 79 ....... 71 ....... 67 ....... 65 ....... 76 ....... 61 90 ....... 79 .......140 .......118 ....... 79 ....... 71 ....... 67 ....... 65 ....... 76 ....... 64 95 ....... 93 .......143 .......119 ....... 93 ....... 71 ....... 67 ....... 66 ....... 79 ....... 65 100 ....... 93 .......143 .......119 ....... 93 ....... 75 ....... 70 ....... 66 ....... 79 ....... 68 110 ....... 94 .......150 .......123 ....... 94 ....... 76 ....... 71 ....... 75 ....... 93 ....... 74 120 ....... 96 .......155 .......132 ....... 96 ....... 76 ....... 71 ....... 76 ....... 94 ....... 75 130 ....... 99 .......160 .......136 ....... 99 ....... 76 ....... 71 ....... 90 ....... 96 ....... 78 140 .......103 .......166 .......140 .......103 ....... 96 ....... 91 ....... 93 ....... 99 ....... 90 150 .......104 .......170 .......143 .......104 ....... 96 ....... 91 ....... 96 .......102 ....... 93 160 .......106 .......176 .......146 .......106 ....... 99 ....... 95 .......103 .......103 ....... 96 170 .......108 .......182 .......150 .......108 ....... 99 ....... 95 .......106 .......106 .......102 180 .......115 .......193 .......154 .......115 .......102 ....... 97 .......106 .......108 .......103 190 .......118 .......193 .......156 .......118 .......106 .......100 .......115 .......111 .......104 200 .......119 .......195 .......160 .......118 .......106 .......100 .......115 .......115 .......106 210 .......123 .......199 .......166 .......123 .......107 .......102 .......119 .......118 .......108 220 .......128 .......201 .......168 .......128 .......115 .......108 .......119 .......123 .......111 230 .......132 .......213 .......170 .......132 .......118 .......110 .......124 .......128 .......119 240 .......136 .......219 .......172 .......136 .......118 .......110 .......131 .......132 .......124 260 .......143 .......221 .......182 .......143 .......119 .......111 .......143 .......136 .......133 (Continued) - ------------------------------------------------------------------------------------------------------------- SEE ATTACHED SHEET FOR REVISED RATES - ------------------------------------------------------------------------------------------------------------- For explanation of abbreviations and special characters see last page of this tariff.
ITEM 510 COL COL COL COL COL COL COL COL COL MILES 2 3 4 5 6 7 8 9 10 - ----- --- --- --- --- --- --- --- --- --- 5 ....... 15 ....... 34 ....... 28 ....... 17 ....... 17 ....... 18 ....... 12 ....... 14 ....... 8 10 ....... 15 ....... 43 ....... 30 ....... 17 ....... 17 ....... 18 ....... 12 ....... 14 ....... 8 15 ....... 18 ....... 47 ....... 39 ....... 20 ....... 20 ....... 21 ....... 12 ....... 15 ....... 9 20 ....... 18 ....... 61 ....... 40 ....... 20 ....... 20 ....... 21 ....... 12 ....... 15 ....... 9 25 ....... 24 ....... 64 ....... 43 ....... 26 ....... 20 ....... 21 ....... 12 ....... 18 ....... 10 30 ....... 24 ....... 64 ....... 57 ....... 26 ....... 26 ....... 26 ....... 12 ....... 18 ....... 10 35 ....... 27 ....... 67 ....... 58 ....... 29 ....... 26 ....... 26 ....... 13 ....... 24 ....... 13 40 ....... 27 ....... 71 ....... 60 ....... 29 ....... 29 ....... 29 ....... 13 ....... 24 ....... 13 45 ....... 32 ....... 72 ....... 63 ....... 34 ....... 31 ....... 31 ....... 17 ....... 29 ....... 14 50 ....... 32 ....... 74 ....... 63 ....... 34 ....... 31 ....... 31 ....... 17 ....... 29 ....... 14 55 ....... 33 ....... 74 ....... 66 ....... 35 ....... 34 ....... 32 ....... 21 ....... 32 ....... 14 60 ....... 33 ....... 76 ....... 68 ....... 35 ....... 34 ....... 32 ....... 21 ....... 32 ....... 18 65 ....... 36 ....... 86 ....... 72 ....... 38 ....... 35 ....... 33 ....... 25 ....... 34 ....... 19 70 ....... 36 ....... 91 ....... 72 ....... 38 ....... 35 ....... 33 ....... 25 ....... 34 ....... 23 75 ....... 44 ....... 96 ....... 75 ....... 46 ....... 36 ....... 34 ....... 30 ....... 43 ....... 24 80 ....... 44 ....... 96 ....... 79 ....... 46 ....... 36 ....... 34 ....... 30 ....... 43 ....... 27 85 ....... 47 .......100 ....... 79 ....... 49 ....... 40 ....... 40 ....... 31 ....... 44 ....... 29 90 ....... 47 .......108 ....... 82 ....... 49 ....... 40 ....... 40 ....... 31 ....... 44 ....... 32 95 ....... 61 .......111 ....... 83 ....... 63 ....... 40 ....... 40 ....... 32 ....... 47 ....... 33 100 ....... 61 .......111 ....... 83 ....... 63 ....... 45 ....... 44 ....... 32 ....... 47 ....... 36 110 ....... 62 .......118 ....... 87 ....... 64 ....... 46 ....... 44 ....... 41 ....... 61 ....... 42 120 ....... 64 .......123 ....... 96 ....... 66 ....... 46 ....... 44 ....... 42 ....... 62 ....... 43 130 ....... 67 .......128 .......100 ....... 69 ....... 46 ....... 44 ....... 56 ....... 64 ....... 46 140 ....... 71 .......134 .......104 ....... 73 ....... 66 ....... 64 ....... 59 ....... 67 ....... 58 150 ....... 72 .......138 .......107 ....... 74 ....... 66 ....... 64 ....... 62 ....... 70 ....... 61 160 ....... 74 .......144 .......110 ....... 76 ....... 69 ....... 68 ....... 69 ....... 71 ....... 64 170 ....... 76 .......150 .......114 ....... 78 ....... 69 ....... 68 ....... 72 ....... 74 ....... 70 180 ....... 83 .......161 .......118 ....... 85 ....... 72 ....... 70 ....... 72 ....... 76 ....... 71 190 ....... 86 .......161 .......120 ....... 88 ....... 76 ....... 73 ....... 81 ....... 79 ....... 72 200 ....... 87 .......163 .......124 ....... 88 ....... 76 ....... 73 ....... 81 ....... 83 ....... 74 210 ....... 91 .......167 .......130 ....... 93 ....... 77 ....... 75 ....... 85 ....... 86 ....... 76 220 ....... 96 .......169 .......132 ....... 98 ....... 85 ....... 81 ....... 85 ....... 91 ....... 79 230 .......100 .......181 .......134 .......102 ....... 88 ....... 83 ....... 90 ....... 96 ....... 87 240 .......104 .......187 .......136 .......106 ....... 88 ....... 83 ....... 97 .......100 ....... 92 260 .......111 .......189 .......146 .......113 ....... 89 ....... 84 .......109 .......104 .......101
- ---------------------------------------------------------------------------------------------------------- EFF 5-1-95 DISTANCE COMMODITY RATES 4015 (Rates are in cents per hundredweight, except as noted) - ---------------------------------------------------------------------------------------------------------- APPLICATION ITEM - ---------------------------------------------------------------------------------------------------------- DISTANCE COMMODITY RATES (Continued) 510 01:5102L 01:5103L 01:5104L 01:5105L 01:5106L 01:5107L 01:5108L 01:5109L 01:5110L - ---------------------------------------------------------------------------------------------------------- COL COL COL COL COL COL COL COL COL MILES 2 3 4 5 6 7 8 9 10 - ----- --- --- --- --- --- --- --- --- --- 280 .......150 .......231 .......186 .......146 .......132 .......125 .......155 .......143 .......146 300 .......160 .......236 .......195 .......155 .......150 .......143 .......168 .......155 .......154 320 .......170 .......247 .......204 .......166 .......166 .......155 .......179 .......160 .......167 340 .......183 .......256 .......220 .......172 .......172 .......161 .......186 .......178 .......178 360 .......193 .......259 .......230 .......183 .......183 .......175 .......199 .......186 .......182 380 .......201 .......277 .......242 .......200 .......200 .......191 .......213 .......195 .......192 400 .......214 .......284 .......258 .......213 .......204 .......195 .......221 .......201 .......199 420 .......225 .......292 .......276 .......224 .......213 .......200 .......221 .......219 .......201 440 .......231 .......304 .......284 .......227 .......224 .......211 .......240 .......226 .......219 460 .......242 .......319 .......292 .......240 .......230 .......220 .......247 .......231 .......225 480 .......259 .......330 .......308 .......252 .......242 .......229 .......258 .......247 .......231 500 .......263 .......335 .......324 .......258 .......247 .......233 .......276 .......256 .......242 520 .......282 .......349 .......333 .......273 .......263 .......250 .......282 .......276 .......253 540 .......288 .......366 .......346 .......278 .......276 .......259 .......289 .......280 .......260 560 .......296 .......375 .......364 .......284 .......284 .......270 .......300 .......285 .......270 580 .......308 .......392 .......374 .......299 .......292 .......277 .......318 .......296 .......280 600 .......318 .......397 .......389 .......300 .......299 .......285 .......328 .......299 .......289 620 .......328 .......404 .......397 .......319 .......314 .......298 .......334 .......314 .......292 640 .......340 .......421 .......405 .......328 .......330 .......311 .......346 .......319 .......314 660 .......347 .......435 .......425 .......333 .......335 .......318 .......354 .......334 .......321 680 .......354 .......445 .......436 .......346 .......343 .......323 .......373 .......346 .......330 700 .......373 .......451 .......449 .......352 .......349 .......329 .......385 .......353 .......335 720 .......380 .......471 .......459 .......364 .......354 .......335 .......393 .......364 .......349 740 .......396 .......482 .......477 .......388 .......373 .......352 .......398 .......385 .......361 760 .......399 .......486 .......486 .......395 .......388 .......368 .......410 .......392 .......371 780 .......410 .......500 .......501 .......399 .......393 .......371 .......425 .......397 .......380 800 .......427 .......512 .......512 .......410 .......404 .......381 .......435 .......405 .......392 825 .......447 .......530 .......530 .......422 .......410 .......388 .......447 .......422 .......397 850 .......457 .......540 .......544 .......442 .......425 .......402 .......457 .......434 .......409 875 .......471 .......549 .......565 .......456 .......436 .......414 .......471 .......445 .......426 900 .......482 .......572 .......572 .......465 .......454 .......428 .......482 .......458 .......435 925 .......504 .......583 .......597 .......477 .......459 .......433 .......491 .......472 .......451 950 .......516 .......597 .......609 .......496 .......473 .......447 .......501 .......484 .......458 975 .......530 .......610 .......625 .......504 .......493 .......466 .......512 .......496 .......472 1000 .......530 .......625 .......644 .......515 .......501 .......474 .......526 .......507 .......484 (Continued) - ---------------------------------------------------------------------------------------------------------- SEE ATTACHED SHEET FOR REVISED RATES - ---------------------------------------------------------------------------------------------------------- For explanation of abbreviations and special characters see last page of this tariff.
ITEM 510 COL COL COL COL COL COL COL COL COL MILES 2 3 4 5 6 7 8 9 10 - ----- --- --- --- --- --- --- --- --- --- 280 .......118 .......199 .......150 .......116 .......102 ....... 98 .......121 .......111 .......114 300 .......128 .......204 .......159 .......125 .......120 .......116 .......134 .......123 .......122 320 .......138 .......215 .......168 .......136 .......136 .......128 .......145 .......128 .......135 340 .......151 .......224 .......184 .......142 .......142 .......134 .......152 .......146 .......146 360 .......161 .......227 .......194 .......153 .......153 .......148 .......165 .......154 .......150 380 .......169 .......245 .......206 .......170 .......170 .......164 .......179 .......163 .......160 400 .......182 .......252 .......222 .......183 .......174 .......168 .......187 .......169 .......167 420 .......193 .......260 .......240 .......194 .......183 .......173 .......187 .......187 .......169 440 .......199 .......272 .......248 .......197 .......194 .......184 .......206 .......194 .......187 460 .......210 .......287 .......256 .......210 .......200 .......193 .......213 .......199 .......193 480 .......227 .......298 .......272 .......222 .......212 .......202 .......224 .......215 .......199 500 .......231 .......303 .......288 .......228 .......217 .......206 .......242 .......224 .......210 520 .......250 .......317 .......297 .......243 .......233 .......223 .......248 .......244 .......221 540 .......256 .......334 .......310 .......248 .......246 .......232 .......255 .......248 .......228 560 .......264 .......343 .......328 .......254 .......254 .......243 .......266 .......253 .......238 580 .......276 .......360 .......338 .......269 .......262 .......250 .......284 .......264 .......248 600 .......286 .......365 .......353 .......270 .......269 .......258 .......294 .......267 .......257 620 .......296 .......372 .......361 .......289 .......284 .......271 .......300 .......282 .......260 640 .......308 .......389 .......369 .......298 .......300 .......284 .......312 .......287 .......282 660 .......315 .......403 .......389 .......303 .......305 .......291 .......320 .......302 .......289 680 .......322 .......413 .......400 .......316 .......313 .......296 .......339 .......314 .......298 700 .......341 .......419 .......413 .......322 .......319 .......302 .......351 .......321 .......303 720 .......348 .......439 .......423 .......334 .......324 .......308 .......359 .......332 .......317 740 .......364 .......450 .......441 .......358 .......343 .......325 .......364 .......353 .......329 760 .......367 .......454 .......450 .......365 .......358 .......341 .......376 .......360 .......339 780 .......378 .......468 .......465 .......369 .......363 .......344 .......391 .......365 .......348 800 .......395 .......480 .......476 .......380 .......374 .......354 .......401 .......373 .......360 825 .......415 .......498 .......494 .......392 .......380 .......361 .......413 .......390 .......365 850 .......425 .......508 .......508 .......412 .......395 .......375 .......423 .......402 .......377 875 .......439 .......517 .......529 .......426 .......406 .......387 .......437 .......413 .......394 900 .......450 .......540 .......536 .......435 .......424 .......401 .......448 .......426 .......403 925 .......472 .......551 .......561 .......447 .......429 .......406 .......457 .......440 .......419 950 .......484 .......565 .......573 .......466 .......443 .......420 .......467 .......452 .......426 975 .......498 .......578 .......589 .......474 .......463 .......439 .......478 .......464 .......443 1000 .......498 .......593 .......608 .......482 .......471 .......447 .......492 .......475 .......452
- -------------------------------------------------------------------------------------------------------------------- EFF 5-1-95 DISTANCE COMMODITY RATES 4015 (Rates are in cents per hundredweight, except as noted) - -------------------------------------------------------------------------------------------------------------------- APPLICATION ITEM - -------------------------------------------------------------------------------------------------------------------- DISTANCE COMMODITY RATES (Continued) 510 01:5111L 01:5112L 01:5113L 01:5114L 01:5115L 01:5116L 01:5117L 01:5118L 01:5119L 01:5120L - -------------------------------------------------------------------------------------------------------------------- COL COL COL COL COL COL COL COL COL COL MILES 11 12 13 14 15 16 17 18 19 20 - ----- --- --- --- --- --- --- --- --- --- --- 5 ....... 59 ....... 47 ....... 66 ....... 46 ....... 45 ....... 66 ....... 46 ....... 47 ....... 45 ....... 47 10 ....... 65 ....... 47 ....... 75 ....... 46 ....... 45 ....... 75 ....... 46 ....... 47 ....... 45 ....... 47 15 ....... 66 ....... 50 ....... 79 ....... 46 ....... 45 ....... 79 ....... 46 ....... 47 ....... 45 ....... 50 20 ....... 66 ....... 50 ....... 93 ....... 46 ....... 45 ....... 93 ....... 46 ....... 50 ....... 48 ....... 50 25 ....... 75 ....... 56 ....... 96 ....... 47 ....... 45 ....... 93 ....... 46 ....... 51 ....... 49 ....... 50 30 ....... 76 ....... 56 ....... 96 ....... 50 ....... 47 ....... 96 ....... 50 ....... 55 ....... 52 ....... 56 35 ....... 90 ....... 59 ....... 99 ....... 51 ....... 47 ....... 96 ....... 50 ....... 55 ....... 52 ....... 56 40 ....... 93 ....... 59 .......103 ....... 56 ....... 50 .......103 ....... 51 ....... 61 ....... 58 ....... 56 45 ....... 99 ....... 64 .......104 ....... 59 ....... 50 .......104 ....... 51 ....... 65 ....... 60 ....... 56 50 ....... 99 ....... 64 .......106 ....... 61 ....... 55 .......106 ....... 56 ....... 65 ....... 60 ....... 56 55 ....... 99 ....... 65 .......106 ....... 64 ....... 55 .......106 ....... 56 ....... 66 ....... 61 ....... 59 60 .......104 ....... 65 .......108 ....... 65 ....... 56 .......108 ....... 59 ....... 66 ....... 61 ....... 61 65 .......108 ....... 68 .......118 ....... 66 ....... 59 .......118 ....... 61 ....... 68 ....... 65 ....... 64 70 .......111 ....... 68 .......123 ....... 68 ....... 59 .......123 ....... 61 ....... 74 ....... 67 ....... 65 75 .......115 ....... 76 .......128 ....... 75 ....... 59 .......128 ....... 61 ....... 75 ....... 68 ....... 65 80 .......118 ....... 76 .......128 ....... 76 ....... 61 .......128 ....... 64 ....... 76 ....... 70 ....... 66 85 .......119 ....... 79 .......132 ....... 79 ....... 61 .......132 ....... 64 ....... 76 ....... 70 ....... 66 90 .......123 ....... 79 .......140 ....... 90 ....... 65 .......140 ....... 66 ....... 79 ....... 75 ....... 71 95 .......128 ....... 93 .......143 ....... 93 ....... 65 .......143 ....... 66 ....... 90 ....... 83 ....... 71 100 .......131 ....... 93 .......143 ....... 94 ....... 66 .......143 ....... 68 ....... 93 ....... 85 ....... 75 110 .......132 ....... 94 .......150 ....... 99 ....... 68 .......150 ....... 74 ....... 94 ....... 86 ....... 76 120 .......140 ....... 96 .......155 .......104 ....... 74 .......155 ....... 75 ....... 94 ....... 86 ....... 78 130 .......143 ....... 99 .......160 .......108 ....... 75 .......156 ....... 76 ....... 99 ....... 94 ....... 79 140 .......150 .......103 .......166 .......115 ....... 78 .......160 ....... 79 .......104 ....... 98 ....... 90 150 .......155 .......104 .......170 .......119 ....... 90 .......168 ....... 93 .......106 .......100 ....... 99 160 .......160 .......106 .......176 .......128 ....... 93 .......170 ....... 94 .......108 .......103 .......102 170 .......166 .......108 .......182 .......132 ....... 94 .......176 ....... 96 .......111 .......105 .......103 180 .......170 .......115 .......193 .......140 .......102 .......182 .......103 .......118 .......109 .......107 190 .......172 .......118 .......193 .......146 .......104 .......183 .......106 .......118 .......109 .......111 200 .......182 .......122 .......195 .......154 .......108 .......186 .......111 .......119 .......110 .......118 210 .......183 .......123 .......199 .......160 .......111 .......189 ....... -- .......123 .......115 .......122 220 .......189 .......123 .......201 .......168 .......115 .......199 ....... -- .......124 .......117 .......123 230 .......189 .......132 .......213 .......172 .......118 .......200 ....... -- .......128 .......122 .......128 240 .......199 .......136 .......219 .......183 .......123 .......201 ....... -- .......128 .......122 .......132 260 .......204 .......143 .......221 .......195 .......131 .......213 ....... -- .......132 .......124 .......136 (Continued) - -------------------------------------------------------------------------------------------------------------------- SEE ATTACHED SHEET FOR REVISED RATES - -------------------------------------------------------------------------------------------------------------------- For explanation of abbreviations and special characters see last page of this tariff.
ITEM 510 COL COL COL COL COL COL COL COL COL COL MILES 11 12 13 14 15 16 17 18 19 20 - ----- --- --- --- --- --- --- --- --- --- --- 5 ....... 23 ....... 15 ....... 34 ....... 10 ....... 13 ....... 30 ....... 19 ....... 13 ....... 18 ....... 17 10 ....... 29 ....... 15 ....... 43 ....... 10 ....... 13 ....... 39 ....... 19 ....... 13 ....... 18 ....... 17 15 ....... 30 ....... 18 ....... 47 ....... 10 ....... 13 ....... 43 ....... 19 ....... 13 ....... 18 ....... 20 20 ....... 30 ....... 18 ....... 61 ....... 10 ....... 13 ....... 57 ....... 19 ....... 16 ....... 21 ....... 20 25 ....... 39 ....... 24 ....... 64 ....... 11 ....... 13 ....... 60 ....... 19 ....... 17 ....... 22 ....... 20 30 ....... 40 ....... 24 ....... 64 ....... 14 ....... 15 ....... 60 ....... 23 ....... 21 ....... 25 ....... 26 35 ....... 54 ....... 27 ....... 67 ....... 15 ....... 15 ....... 60 ....... 23 ....... 21 ....... 25 ....... 26 40 ....... 57 ....... 27 ....... 71 ....... 20 ....... 18 ....... 67 ....... 24 ....... 27 ....... 31 ....... 26 45 ....... 63 ....... 32 ....... 72 ....... 23 ....... 18 ....... 68 ....... 24 ....... 31 ....... 33 ....... 26 50 ....... 63 ....... 32 ....... 74 ....... 25 ....... 23 ....... 70 ....... 29 ....... 31 ....... 33 ....... 26 55 ....... 63 ....... 33 ....... 74 ....... 28 ....... 23 ....... 70 ....... 29 ....... 32 ....... 34 ....... 29 60 ....... 68 ....... 33 ....... 76 ....... 29 ....... 24 ....... 72 ....... 32 ....... 32 ....... 34 ....... 31 65 ....... 72 ....... 36 ....... 86 ....... 30 ....... 27 ....... 82 ....... 34 ....... 34 ....... 38 ....... 34 70 ....... 75 ....... 36 ....... 91 ....... 32 ....... 27 ....... 87 ....... 34 ....... 40 ....... 40 ....... 35 75 ....... 79 ....... 44 ....... 96 ....... 39 ....... 27 ....... 92 ....... 34 ....... 41 ....... 41 ....... 35 80 ....... 82 ....... 44 ....... 96 ....... 40 ....... 29 ....... 92 ....... 37 ....... 42 ....... 43 ....... 36 85 ....... 83 ....... 47 .......100 ....... 43 ....... 29 ....... 96 ....... 37 ....... 42 ....... 43 ....... 36 90 ....... 87 ....... 47 .......108 ....... 54 ....... 33 .......104 ....... 39 ....... 45 ....... 48 ....... 41 95 ....... 92 ....... 61 .......111 ....... 57 ....... 33 .......107 ....... 39 ....... 56 ....... 56 ....... 41 100 ....... 95 ....... 61 .......111 ....... 58 ....... 34 .......107 ....... 41 ....... 59 ....... 58 ....... 45 110 ....... 96 ....... 62 .......118 ....... 63 ....... 36 .......114 ....... 47 ....... 60 ....... 59 ....... 46 120 .......104 ....... 64 .......123 ....... 68 ....... 42 .......119 ....... 48 ....... 60 ....... 59 ....... 48 130 .......107 ....... 67 .......128 ....... 72 ....... 43 .......120 ....... 49 ....... 65 ....... 67 ....... 49 140 .......114 ....... 71 .......134 ....... 79 ....... 46 .......124 ....... 52 ....... 70 ....... 71 ....... 60 150 .......119 ....... 72 .......138 ....... 83 ....... 58 .......132 ....... 66 ....... 72 ....... 73 ....... 69 160 .......124 ....... 74 .......144 ....... 92 ....... 61 .......134 ....... 67 ....... 74 ....... 76 ....... 72 170 .......130 ....... 76 .......151 ....... 96 ....... 62 .......140 ....... 69 ....... 77 ....... 78 ....... 73 180 .......134 ....... 83 .......161 .......104 ....... 70 .......146 ....... 76 ....... 84 ....... 82 ....... 77 190 .......136 ....... 86 .......161 .......110 ....... 72 .......147 ....... 79 ....... 84 ....... 82 ....... 81 200 .......146 ....... 90 .......163 .......118 ....... 76 .......150 ....... 84 ....... 85 ....... 83 ....... 88 210 .......147 ....... 91 .......167 .......124 ....... 79 .......153 ....... -- ....... 89 ....... 88 ....... 92 220 .......153 ....... 91 .......169 .......132 ....... 83 .......163 ....... -- ....... 90 ....... 90 ....... 93 230 .......153 .......100 .......181 .......136 ....... 86 .......164 ....... -- ....... 94 ....... 95 ....... 98 240 .......163 .......104 .......187 .......147 ....... 91 .......165 ....... -- ....... 94 ....... 95 .......102 260 .......168 .......111 .......189 .......159 ....... 99 .......177 ....... -- ....... 98 ....... 97 .......106
- --------------------------------------------------------------------------------------------------------------------- EFF 5-1-95 DISTANCE COMMODITY RATES 4015 (Rates are in cents per hundredweight, except as noted) - --------------------------------------------------------------------------------------------------------------------- APPLICATION ITEM - --------------------------------------------------------------------------------------------------------------------- DISTANCE COMMODITY RATES (Continued) 510 01:5111L 01:5112L 01:5113L 01:5114L 01:5115L 01:5116L 01:5117L 01:5118L 01:5119L 01:5120L - --------------------------------------------------------------------------------------------------------------------- COL COL COL COL COL COL COL COL COL COL MILES 11 12 13 14 15 16 17 18 19 20 - ----- --- --- --- --- --- --- --- --- --- --- 280 .......219 .......150 .......231 .......204 .......143 .......219 ....... -- .......140 .......131 .......146 300 .......225 .......160 .......236 .......220 .......154 .......225 ....... -- .......155 .......146 .......160 320 .......230 .......168 .......247 .......231 .......167 .......231 ....... -- .......166 .......154 .......168 340 .......231 .......183 .......256 .......240 .......172 .......236 ....... -- .......176 .......166 .......183 360 .......247 .......193 .......259 .......256 .......182 .......242 ....... -- .......182 .......173 .......193 380 .......256 .......201 .......277 .......260 .......193 .......247 ....... -- .......193 .......180 .......201 400 .......259 .......214 .......284 .......276 .......201 .......257 ....... -- .......200 .......189 .......214 420 .......270 .......225 .......292 .......282 .......219 .......260 ....... -- .......214 .......200 .......225 440 .......276 .......231 .......304 .......289 .......227 .......270 ....... -- .......221 .......204 .......231 460 .......277 .......242 .......319 .......298 .......231 .......277 ....... -- .......230 .......219 .......247 480 .......278 .......259 .......330 .......308 .......243 .......282 ....... -- .......240 .......226 .......258 500 .......288 .......263 .......335 .......319 .......256 .......289 ....... -- .......247 .......232 .......263 520 .......296 .......282 .......349 .......333 .......260 .......300 ....... -- .......263 .......248 .......282 540 .......299 .......288 .......366 .......343 .......275 .......318 ....... -- .......277 .......258 .......288 560 .......304 .......296 .......375 .......354 .......284 .......328 ....... -- .......282 .......265 .......296 580 .......308 .......308 .......392 .......372 .......296 .......334 ....... -- .......289 .......273 .......308 600 .......318 .......318 .......397 .......388 .......300 .......347 ....... -- .......300 .......283 .......318 620 .......329 .......328 .......404 .......396 .......319 .......364 ....... -- .......314 .......296 .......328 640 .......333 .......330 .......421 .......404 .......329 .......374 ....... -- .......321 .......300 .......338 660 .......334 .......347 .......435 .......422 .......334 .......388 ....... -- .......334 .......313 .......347 680 .......340 .......354 .......445 .......435 .......346 .......396 ....... -- .......340 .......320 .......354 700 .......346 .......373 .......451 .......447 .......354 .......404 ....... -- .......347 .......327 .......373 720 .......349 .......380 .......471 .......457 .......366 .......421 ....... -- .......364 .......342 .......380 740 .......352 .......396 .......482 .......472 .......373 .......430 ....... -- .......374 .......351 .......396 760 .......366 .......399 .......486 .......486 .......389 .......442 ....... -- .......385 .......364 .......403 780 .......373 .......410 .......500 .......496 .......396 .......456 ....... -- .......392 .......369 .......410 800 .......374 .......425 .......512 .......506 .......404 .......462 ....... -- .......399 .......374 .......425 825 .......375 .......436 .......530 .......520 .......425 .......482 ....... -- .......410 .......386 .......436 850 .......385 .......451 .......540 .......543 .......435 .......494 ....... -- .......427 .......402 .......451 875 .......392 .......459 .......549 .......550 .......447 .......507 ....... -- .......436 .......410 .......459 900 .......393 .......477 .......572 .......582 .......458 .......526 ....... -- .......451 .......424 .......477 925 .......396 .......491 .......583 .......586 .......473 ....... -- ....... -- .......458 .......430 .......491 950 .......405 .......504 .......597 .......606 .......486 ....... -- ....... -- .......477 .......449 .......504 975 .......421 .......516 .......610 .......616 .......496 ....... -- ....... -- .......491 .......462 .......515 1000 .......421 .......530 .......625 .......624 .......512 ....... -- ....... -- .......496 .......466 .......528 - --------------------------------------------------------------------------------------------------------------------- (MFC 11,950, 20387, 22246, 22279, 22472, 25812, 26429, 27744, 29782, 31477, 32130, 33588) - --------------------------------------------------------------------------------------------------------------------- SEE ATTACHED SHEET FOR REVISED RATES - --------------------------------------------------------------------------------------------------------------------- For explanation of abbreviations and special characters see last page of this tariff.
COL COL COL COL COL COL COL COL COL COL MILES 11 12 13 14 15 16 17 18 19 20 - ----- --- --- --- --- --- --- --- --- --- --- 280 .......183 .......118 .......199 .......168 .......111 .......183 ....... -- .......106 .......104 .......116 300 .......189 .......128 .......204 .......184 .......122 .......189 ....... -- .......121 .......119 .......130 320 .......194 .......136 .......215 .......195 .......135 .......195 ....... -- .......132 .......127 .......138 340 .......195 .......151 .......224 .......204 .......140 .......200 ....... -- .......142 .......139 .......153 360 .......211 .......161 .......227 .......220 .......150 .......206 ....... -- .......148 .......146 .......163 380 .......220 .......169 .......245 .......224 .......161 .......211 ....... -- .......159 .......153 .......171 400 .......223 .......182 .......252 .......240 .......169 .......221 ....... -- .......166 .......162 .......184 420 .......234 .......193 .......260 .......246 .......187 .......224 ....... -- .......180 .......173 .......195 440 .......240 .......199 .......272 .......253 .......195 .......234 ....... -- .......187 .......177 .......201 460 .......241 .......210 .......287 .......262 .......199 .......241 ....... -- .......196 .......192 .......217 480 .......242 .......227 .......298 .......272 .......211 .......246 ....... -- .......206 .......199 .......228 500 .......252 .......231 .......303 .......283 .......224 .......253 ....... -- .......213 .......205 .......233 520 .......260 .......250 .......317 .......297 .......228 .......264 ....... -- .......229 .......221 .......252 540 .......263 .......256 .......334 .......307 .......243 .......282 ....... -- .......243 .......231 .......258 560 .......268 .......264 .......343 .......318 .......252 .......292 ....... -- .......248 .......238 .......266 580 .......272 .......276 .......360 .......336 .......264 .......298 ....... -- .......255 .......246 .......278 600 .......282 .......286 .......365 .......352 .......268 .......311 ....... -- .......266 .......256 .......288 620 .......293 .......296 .......372 .......360 .......287 .......328 ....... -- .......280 .......269 .......298 640 .......297 .......298 .......389 .......368 .......297 .......338 ....... -- .......287 .......273 .......308 660 .......298 .......315 .......403 .......386 .......302 .......352 ....... -- .......300 .......286 .......317 680 .......304 .......322 .......413 .......399 .......314 .......360 ....... -- .......306 .......293 .......324 700 .......310 .......341 .......419 .......411 .......322 .......368 ....... -- .......313 .......300 .......343 720 .......313 .......348 .......439 .......421 .......334 .......385 ....... -- .......330 .......315 .......350 740 .......316 .......364 .......450 .......436 .......341 .......394 ....... -- .......340 .......324 .......366 760 .......330 .......367 .......454 .......450 .......357 .......406 ....... -- .......351 .......337 .......373 780 .......337 .......378 .......468 .......460 .......364 .......420 ....... -- .......358 .......342 .......380 800 .......338 .......393 .......480 .......470 .......372 .......426 ....... -- .......365 .......347 .......395 825 .......339 .......404 .......498 .......484 .......393 .......446 ....... -- .......376 .......359 .......406 850 .......349 .......419 .......508 .......507 .......403 .......458 ....... -- .......393 .......375 .......421 875 .......356 .......427 .......517 .......514 .......415 .......471 ....... -- .......402 .......383 .......429 900 .......357 .......445 .......540 .......536 .......426 .......490 ....... -- .......417 .......397 .......447 925 .......360 .......459 .......551 .......550 .......441 ....... -- ....... -- .......424 .......403 .......461 950 .......369 .......472 .......565 .......570 .......454 ....... -- ....... -- .......443 .......422 .......474 975 .......385 .......484 .......578 .......580 .......464 ....... -- ....... -- .......457 .......435 .......485 1000 .......385 .......498 .......593 .......588 .......480 ....... -- ....... -- .......462 .......439 .......498
EFF 5/1/95 4015 SPECIFIC COMMODITY RATES (Rates are in cents per hundredweight, except as noted) APPLICATION ITEM 1200 ACETONE AND OTHER CHEMICALS AS NAMED Chemicals: Acetone, Amines, Anti-Freeze, Chelating Compounds, De-Icing Compounds, Engine Coolants, Glycerine, Glycols, Methylene Chloride, Perchlorethylene, Styrene, Trichloroethane, and Trichloroethylene as described in Section A of Item 500 series in this tariff In straight or mixed shipments. Minimum: 47,000 pounds. From To Rate ---- -- ---- 08: 1320 Abilene 172 Carrollton Dallas 08: 1321L Garland 129 Grand Prairie Freeport Irving 08: 1322 Longview 114 08: 1321L Mesquite 129 08: 1323 Midland 224 08: 1324L Odessa 234 (MFC 25826, 26081, 26429, 26856, 27744, 27744, 28448, 29782, 30057, 31477, 32130, 33588) For explanation of abbreviations and special characters see last page of this tariff. EFF 5/1/95 4015 SPECIFIC COMMODITY RATES (Rates are in cents per hundredweight, except as noted) APPLICATION ITEM CAUSTIC SODA 2720 Minimum: 50,000 pounds. 08:1490 From To Rate ---- -- ---- Deer Park Evadale 22 Mulford NOTE 1: Applicable only when two (2) or more loads are tendered in consecutive movements during a twenty-four (24) hour period utilizing the same trailer. (MFC 30302, 30330, 31477, 32130, 33588) CAUSTIC SODA 2740 Rate 08:2740L From To (per Load) ---- -- ---------- Freeport Pasadena 78.91 NOTE 1: Applicable only when shipper tenders unit lading of not less than two (2) loads of the product herein provided. Such unit ladings are defined as a single tender by one consignor to one consignee, the delivery thereof to be consecutive movements in the same trailer and to be accomplished at carrier's convenience within a period of 24 hours, commencing with the time of loading of initial trailer. NOTE 2: Carrier's waybill covering each load shall cross-reference shipper's bill of lading number and date covering unit lading tender. NOTE 3: In case of mechanical failure, carrier may substitute a different trailer for second or succeeding movement and the substitution thereof to be noted on carrier's waybill. NOTE 4: The rate herein will not apply for the account of The Transport Company of Texas. (MFC 34239) (MFC 35264, effective April 9, 1993) CAUSTIC SODA 2760 Minimum: 45,000 pounds. From To Rate ---- -- ---- Freeport 08:1510 L Deer Park 22 Houston 08:1511 Strang 23 NOTE 1: Rates do not apply via DSI Transports, Inc. (MFC 19399, 19950, 20078, 21347, 24357, 26429, 27744, 29782, 31477, 32130, 33588) CAUSTIC SODA 2780 Minimum: 47,000 pounds. 08:1520 From To Rate ---- -- ---- Point Comfort Corpus Christi 33 (MFC 28924, 31477, 32130, 33588) For explanation of abbreviations and special characters see last page of this tariff. EFF 5/1/95 4015 SPECIFIC COMMODITY RATES (Rates are in cents per hundredweight, except as noted) APPLICATION ITEM CAUSTIC SODA 2800 Minimum: 45,000 pounds. Between And Rate ------- --- ---- Freeport 08: 1530L Chocolate Bayou 17 Sweeny (Old Ocean) Port Neches 08: 1531 Baytown 27 08: 1532 Houston 31 08: 1533 Webster Houston Lighting and Power 12 Deer Park Robertson Plant near Bacliff NASA about 4 miles 08: 1533 east of Webster 12 Between And Rate ------- --- ---- 08: 1534 Bloomington 36 Freeport 08: 1535L Dickinson 22 08: 1536L Texas City 19 Houston 08: 1536 Texas City 19 Deer Park 08: 1530L Dickinson 17 NOTE 1: Rates do not apply via DSI Transports, Inc. (MFC 19399, 19664, 19950, 20078, 20602, 26429, 27744, 29782, 31477, 32130, 33588) For explanation of abbreviations and special characters see last page of this tariff. EFF 5/1/95 4015 SPECIFIC COMMODITY RATES (Rates are in cents per hundredweight, except as noted) APPLICATION ITEM CAUSTIC SODA 2960 Minimum: 48,000 pounds.
From To Rate ---- -- ---- 1585 Viterbo (a point 8 miles south of Beaumont 28 on old West Port Arthur Road) Deer Park 1586 Beaumont 27 1587 Beaumont 22 (Notes 1,2,3) 1588 Port Neches 29
NOTE 1: Applicable only when shipper tenders a minimum of 2 loads to be transported in the same carrier trailer unit in continuous and consecutive movements to be completed within twenty-four (24) hours of the loading of the initial load. NOTE 2: Carrier will cross reference bill of ladings on each consecutive movement. NOTE 3: In the event of mechanical failure, carrier may substitute equipment. (MFC 29358, 29782, 30200, 31477, 32119, 33588) CAUSTIC SODA 2980 Minimum: 48,000 pounds. From 08: To Rate ---- --- -- ---- 1590L Corpus Christi 67 2980L 52 Freeport 2981L Beaumont 44 (Note 1,2,3) NOTE 1: Applicable only when shipper tenders a minimum of 2 loads to be transported in the same carrier trailer unit in continuous and consecutive movements to be completed within twenty-four (24) hours of the loading of the initial load. NOTE 2: Carrier will cross reference bill of ladings on each consecutive movement. NOTE 3: In the event of mechanical failure, carrier may substitute equipment. (MFC 25868, 26429, 27744, 29782, 31477, 32099, 32130, 33588) For explanation of abbreviations and special characters see last page of this tariff. EFF 5/1/95 4015 DISTANCE COMMODITY RATES (Rates are in cents per gallon, except as noted) APPLICATION ITEM 08:6001L 08:6002L LIQUIFIED PETROLEUM GAS 7400 COLUMN 1: Rates apply on: Butane, Butenes, Isobutane, Isobutylenes, Butylenes Normal Butylene and LP Gas Mixture. Minimum: 7,000 gallons. COLUMN 2: Rates apply on: Propane and Propylene or combinations thereof Minimum: 8,000 gallons. COLUMN 3: Rates apply on: Butane, Butenes, Isobutane, Isobutylenes, Butylenes, Normal Butylene LP Gas Mixture: Minimum 7,000 gallons; and Propane and Propylene: Minimum 8,000 gallons. (See Notes 1 and 2.) MILES 7M 8M MILES 7M 8M 10 38 61 195 737 760 15 55 78 200 759 782 25 109 132 210 870 893 35 143 166 220 908 931 45 180 203 230 948 971 55 219 242 240 987 1010 60 242 265 250 1022 1045 65 258 281 260 1061 1084 75 295 318 270 1100 1123 85 330 353 280 1139 1162 95 367 390 290 1178 1201 100 388 411 300 1217 1240 105 407 430 310 1253 1276 110 427 450 320 1292 1315 115 446 469 330 1331 1354 120 469 492 340 1370 1393 125 483 506 350 1408 1431 130 500 523 360 1447 1470 135 518 541 370 1482 1505 140 538 561 380 1521 1544 145 553 576 390 1558 1581 150 572 595 400 1598 1621 155 593 616 410 1668 1691 160 611 634 420 1710 1733 165 627 650 430 1752 1775 170 645 668 440 1794 1817 175 664 687 450 1836 1859 180 684 707 460 1879 1902 185 700 723 470 1918 1941 190 720 743 480 1960 1983 08:6001 Butane, butene, isobutane, isobutylene, butylenes, butylene LPG gas mix 08:6002 Propane & propylene For explanation of abbreviations and special characters see last page of this tarriff. 5/29/93 DISTANCE COMMODITY RATES (Rates are in cents per hundredweight, except as noted) APPLICATION ITEM DRY COMMODITIES IN BULK, VIZ: 530 LIST OF COMMODITIES AND RATES APPLICABLE (For Columns Referred To See Item No. 540) SECTION A COMMODITIES COL Dry Commodities NOIBN ................................................ 8 Dry Commodities in Bulk not otherwise provided for in TTTCA/TBC Tariff 24-S series. Minimum Weight: 40,000 pounds. SECTION B COMMODITIES COL Clay, Processed for Neutralization, Clarifying, Purifying, Refining, Filtering or De-Colorizing. CATALYSTS, VIZ.: Silica Gel .......................................................... 22 Catalysts, NOI ...................................................... 22 Minimum Weight: 45,000 pounds Compounds, Salt and Water Treating .................................... Ferric Sulphate When in Covered Hopper Trucks ......................... 16 Minimum Weight: 45,000 pounds Fertilizer and Fertilizer Materials ................................... 21 Minimum Weight: 46,000 pounds GYPSUM CONCRETE, VIZ.: Consisting of 15 Percent or More of Expanded Perlite By Volume ...... 18 Minimum Weight: 30,000 pounds Consisting of Less Than 15 percent of Expanded Perlite By Volume .... 19 Minimum Weight: 42,000 pounds Gypsum, Ground, Minimum Weight: 45,000 pounds ......................... 19 Plastics, Minimum Weight: 45,000 pounds ............................... 20 Soda Ash, Minimum Weight: 45,000 pounds ............................... 17 Sulphur, Crude, Minimum Weight: 45,000 pounds ......................... 16 (MFC 10727, 10845, 15258, 21342, 21343, 31477, 31639, 32130, 32503) For explanation of abbreviations and special characters see last page of this tariff. DISTANCE COMMODITY RATES (Rates are in cents per hundredweight, except as noted) APPLICATION ITEM DRY COMMODITIES IN BULK (Continued) 540 08: 5416 5417 5418 5419 5420 L
MILES COL 16 COL 17 COL 18 COL 19 COL 19 COL 20 MILES COL 16 COL 17 COL 18 COL 19 COL 19 COL 20 45m 45m 30m 42m 45m 45m 45m 45m 30m 42m 45m 45m 5 14 33 -2 10 12 31 280 132 132 136 101 103 161 10 14 36 -2 10 12 31 290 144 144 150 106 108 167 15 14 38 -1 11 13 36 300 144 144 150 106 108 171 20 14 38 -1 11 13 36 310 158 158 158 116 118 192 25 18 47 2 12 14 40 320 158 158 158 116 118 192 30 31 48 2 12 14 40 330 167 167 178 126 128 198 35 31 50 4 15 17 43 340 167 167 178 126 128 198 40 31 50 4 15 17 43 350 173 173 186 138 140 212 45 31 58 12 17 19 47 360 173 173 186 138 140 212 50 31 58 12 17 19 47 370 193 193 199 148 150 215 55 33 62 16 25 27 62 380 193 193 199 148 150 226 60 33 66 16 25 27 62 390 201 201 213 159 161 230 65 33 66 22 29 31 66 400 201 201 213 159 161 235 70 33 71 22 29 31 66 410 212 212 227 165 167 256 75 36 71 32 35 37 74 420 212 212 227 165 167 256 80 47 78 32 36 38 74 430 225 225 242 171 173 267 85 47 78 47 46 48 76 440 225 225 243 171 173 267 90 47 79 47 46 48 76 450 233 233 246 184 186 276 95 47 79 48 48 50 78 460 233 233 246 184 186 276 100 47 80 48 48 50 78 470 249 249 265 195 197 293 110 48 83 51 56 58 79 480 249 249 265 195 197 293 120 50 83 53 56 58 79 490 260 260 278 200 202 306 125 62 90 56 60 62 79 500 260 260 278 200 202 306 130 63 90 56 60 62 79 510 268 268 291 210 212 318 140 63 91 61 64 66 83 520 268 268 291 210 212 318 150 66 95 63 66 68 83 530 280 280 306 223 225 326 160 76 103 64 66 68 94 540 280 280 306 223 225 326 170 76 104 65 69 71 95 550 293 293 311 229 231 346 175 78 104 75 69 71 95 560 293 293 311 229 231 346 180 79 104 75 69 71 95 580 305 305 330 240 242 361 190 80 105 80 74 76 100 590 315 315 346 252 254 370 200 83 108 88 74 76 105 600 315 315 348 252 254 370 210 100 108 97 77 79 115 610 324 324 -- -- -- 392 220 100 112 97 77 79 115 620 324 324 -- -- -- 392 225 108 115 97 77 79 126 630 340 340 -- -- -- 397 230 108 115 111 78 80 126 640 340 340 -- -- -- 397 240 108 115 111 78 80 132 660 352 352 -- -- -- 410 250 118 132 124 92 94 139 670 364 364 -- -- -- 429 260 118 132 124 92 94 150 680 364 364 -- -- -- 429 270 132 132 136 101 103 155 690 370 370 -- -- -- 441
DISTANCE COMMODITY RATES (Rates are in cents per hundredweight, except as noted) APPLICATION ITEM DRY COMMODITIES IN BULK (Continued) 540 08: 5416 5417 5418 5419 5420 ITEM 540 COL 16 COL 17 COL 18 COL 19 COL 19 COL 20 MILES 45m 45m 30m 42m 45m 45m 700 370 370 441 710 382 382 455 720 382 382 455 740 395 395 466 760 407 407 478 780 417 417 493 800 430 430 508 825 443 443 522 850 455 455 537 875 473 473 558 900 488 488 576 925 499 499 588 950 509 509 608 975 521 521 626 1000 530 530 637 Page: II-1(L/M) Rev 2 Date: 6/17/96 Dow: CLEA: APPENDIX II BULK MOTOR CARRIER CONTRACT THE DOW CHEMICAL COMPANY AND CHEMICAL LEAMAN TANK LINES, INC. LOCKLAND/MIDDLETOWN o Item 100 -------- Origin: Lockland, OH and Middletown, OH Commodity: Liquid Commodities transported in single compartment MC-307 trailer Tank Cleaning: $125 when cleaned on DOWFAX* solution
Flat Rate/ Flat Rate/ Destination Charge Loaded Mile Destination Charge Loaded Mile ----------- ------ ----------- ----------- ------ ----------- 01:2085 Pittsburg, CA -$128 + $2.25 Monaca, PA -$128 + $2.15 01:2081L 01:2075L Allyn's Point, CT -128 + 1.75 Greenville, SC 765 01:2076 01:2068 Cheswold, DE -128 + 3.55 1 Freeport, TX -128 + 1.75 01:2074L 01:2065L Calhoun, GA -128 + 2.12 Milwaukee, WI -128 + 2.21 01:2080 01:2066 Cartersville, GA -128 + 1.91 New Berlin, WI 1,121 01:2082L 33:0323L Dalton, GA -128 + 3.85 1 01:2073 Doraville, GA -128 + 1.95 Canadian Rates 01:2079L Kensington, GA -128 + 3.85 1 -------------- 01:2084L Norcross, GA -128 + 1.95 Sarnia, ON -128 + 1.75 01:2087L 01:2086 Rabun Gap, GA 722 Valleyfield, PQ -128 + 1.75 03:0321L 01:2071L Tildale, GA -128 + 2.12 Varennes, PQ -128 + 1.75 01:2088L 01:2063 Bettendorf, IA 1,235 01:2070 Council Bluffs, IA 2,153 01:2072 Des Moines, IA 1,748 03:0315L Berwyn, IL -128 + 1.88 01:2083 Niles, IL 539 01:2078 Kansas City, KS -128 + 3.10 03:0316 Louisville, KY 312 01:2060 Baltimore, MD 1,085 01:2089L Wyoming, MI 523 03:0318 Lakeville, MN -128 + 2.63 01:2062 Berkeley, MO 659 1 Requires tite-fill trailer 01:2067L Charlotte, NC -128 + 2.10 ---------------------------- 01:2064 Buffalo, NY 1,029 03:0319 Cincinnati, OH 272 * Trademark of The Dow Chemical Company 03:0320 Middletown, OH 222 01:2060 Bedford, PA 882 01:2069 Coraopolis, PA 492
- ------------------- o Denotes Change Page: II-2(L/M) Rev 2 Date: 6/17/96 Dow: CLEA: APPENDIX II BULK MOTOR CARRIER CONTRACT THE DOW CHEMICAL COMPANY AND CHEMICAL LEAMAN TANK LINES, INC. o Item 200 01:2100L -------- Origin: Lockland, OH and Middletown, OH Destination: Points in US (except AK, HI & OH) and points in Item 100 Commodity: Liquid Commodities transported in MC-307 trailer and multi- compartment trailers. Rate: -$128 flat charge + $2.85/loaded mile o Item 300 33:0337L -------- Origin: Middletown, OH Destination: Texas counties of Brazoria and Harris Commodity: Liquid Commodities transported in single compartment MC-307 trailer Rate: -$128 flat charge + $1.75/loaded mile o Item 400 -------- Origin: Middletown, OH Commodity: Liquid DOWFAX* solution in single compartment trailer Tank Cleaning: $125 when cleaned Destination Flat Charge Rate/Mile ----------- ----------- --------- 03:0313L Tildale, GA (Dalton, GA) -$128 + $2.12 03:0312L Chattanooga, TN -128 + 2.21 03:0314L Chattanooga, TN to Tisdale, GA $215/shipment 03:0315L (continuation) or 185 1 1 Rate applies when two (2) or more loads are transported on the same day, by the same driver, same equipment without delay between loads. - ------------------- * Tradmark of The Dow Chemical Company o Denotes Change Page: II-1(L/M) Rev 2 Date: 6/17/96 Dow: CLEA: APPENDIX II BULK MOTOR CARRIER CONTRACT THE DOW CHEMICAL COMPANY AND CHEMICAL LEAMAN TANK LINES, INC. LONG BEACH AND/OR TERMINAL ISLAND RULES: Except as otherwise specifically provided, Appendix I. ACCESSORIAL CHARGES: All accessorial charges not specifically covered by Dow Master Contract to be billed per CLEA 100 series. DEDICATED TRAILER CHARGE: $1,600/month/trailer on general service units for Papi, Isocyanates, Polyol and TELONE*. 40:4002L TANK CLEANING: Actual cost on the following products: Papi, Isocyanates, Polyols, TELONE, hazardous and non- hazardous waste. TCL - AC (ATRAS) RATE MAKING MILES: Latest Rand McNally MileMaker for interstate traffic, DTBCA and Leonard's Metropolitan Zone on intrastate traffic. Item 50 01:5064L - ------ Intraplant Service: When upon request of the shipper, carrier provides a unit for intraplant work at Dow facility in Long Beach, CA and Torrance, CA, a charge of $55/hour, or fraction thereof, shall apply subject to a 4 hour minimum at Long Beach, CA. Time shall begin when carrier's equipment leaves its terminal and continue until equipment is returned to terminal from which dispatched. Tank Cleaning: $200 TCL: (AITE) * Trademark of The Dow Chemical Company Page: II-1A(LB) Rev 2 Date: 8/15/96 Dow: CLEA: APPENDIX II BULK MOTOR CARRIER CONTRACT THE DOW CHEMICAL COMPANY AND CHEMICAL LEAMAN TANK LINES, INC. o Item 100 -------- Entire item cancelled. Page: II-2(LB) Rev 2 Date: 8/15/96 Dow: CLEA: APPENDIX II BULK MOTOR CARRIER CONTRACT THE DOW CHEMICAL COMPANY AND CHEMICAL LEAMAN TANK LINES, INC. o Item 200 -------- Entire item cancelled. Page: II-2A(LB) Rev 2 Date: 8/15/96 Dow: CLEA: APPENDIX II BULK MOTOR CARRIER CONTRACT THE DOW CHEMICAL COMPANY AND CHEMICAL LEAMAN TANK LINES, INC. o Item 300 -------- Entire item cancelled. Page: II-3(LB) Rev 2 Date: 8/15/96 Dow: CLEA: APPENDIX II BULK MOTOR CARRIER CONTRACT THE DOW CHEMICAL COMPANY AND CHEMICAL LEAMAN TANK LINES, INC. o Item 400 -------- Entire item cancelled. o Item 500 -------- Entire item cancelled. o Item 550 -------- Entire item cancelled. Page: II-4(LB) Rev 2 Date: 8/15/96 Dow: CLEA: APPENDIX II BULK MOTOR CARRIER CONTRACT THE DOW CHEMICAL COMPANY AND CHEMICAL LEAMAN TANK LINES, INC. Item 600 05:5005L 05:5006L -------- Origin: Long Beach, CA; Terminal Island, CA Destination: Points in Mexico Commodity: Liquid Commodities Rate: -$45 flat charge + $3.88/loaded mile o Item 700 -------- Entire item cancelled. o Item 800 -------- Entire item cancelled. Page: II-1(L) Rev 1 Date: 6/17/96 Dow: CLEA: APPENDIX II BULK MOTOR CARRIER CONTRACT THE DOW CHEMICAL COMPANY AND CHEMICAL LEAMAN TANK LINES, INC. LUDINGTON TOLL CHARGES APPLICABLE FROM/TO LUDINGTON, MI Rates herein do not include charges for the use of Toll Road, Bridges, Ferries or Tunnels shown below. When, at the request of the shipper, Toll Road Facilities are used, the charges will be paid by the carrier and shown on the freight bill as advanced charges and supported by a receipt substantiating such charges have been paid. Such charges are to be in addition to the rate and all other lawful charges: $10/round trip crossing at toll bridges, ferries, or tunnels. TL1(AITE) Item 100 - -------- Origin: Ludington, MI Commodity: Liquid Magnesium hydroxide Flat Rate/ Destination Charge Loaded Mile ----------- ------ ----------- 01:1010L AL, GA, KY, NC, NY, OH, PA, SC, TN -$128 + $2.46 01:1011L AZ, CA, CO, ID, MT, NM, NV, OR, UT, WA, WY -128 + 3.41 01:1012L AR, MS, TX (points not named below) -128 + 2.29 01:1013L CT, DE, MA, MD, NJ, RI, VA, WV -128 + 2.17 01:1014L FL, IL, IN, ME, NH, VT -128 + 2.93 01:1015L IA, KS, MN, MO, ND, NE, OK, SD, WI -128 + 3.02 01:1016L LA and points in TX (counties of Brazoria, -128 + 1.79 Camp, Chambers, Dallas, Fort Bend, Galveston, Harris, Jefferson, Montgomery, Orange and Tarrant) 01:1017L Ontario -128 + 2.53 01:1018L Quebec -128 + 3.09 01:1019L New Brunswick and Nova Scotia -128 + 3.69 Page: II-3(L/M) NEW Date: 8/7/95 Dow: CLEA: APPENDIX II BULK MOTOR CARRIER CONTRACT THE DOW CHEMICAL COMPANY AND CHEMICAL LEAMAN TANK LINES, INC. Item 500 50:5000L -------- Origin: Louisville, KY Destination: Lockland, OH and Middletown, OH Equipment: Multi-compartment trailer Rate: $1.30/dead head mile o Denotes Change Page: II-1(M) Date: 5/1/95 Dow: CLEA: APPENDIX II BULK MOTOR CARRIER CONTRACT THE DOW CHEMICAL COMPANY AND CHEMICAL LEAMAN TANK LINES, INC. MIDLAND DETENTION EXCEPTION: Detention at Dow's plant site in Midland, MI shall be waived between 8:00 AM and 5:00 PM Monday thru Friday (except holidays) when loading and/or unloading is provided by the Midland domiciled city drivers. Time before 8:00 AM and after 5:00 PM will be subject to the Dow Standard Accessorial Chart except no free time shall be allowed. This exception does not apply when loading or unloading is performed by system drivers or Midland road drivers on a live load basis. LOAD and GO TANK CLEANING (Midland only): $75 for SILTHERM* TCLN Screen TOLL CHARGES APPLICABLE FROM/TO MIDLAND, MI AND BAY CITY, MI Rates herein do not include charges for the use of Toll Road, Bridges, Ferries or Tunnels shown below. When, at the request of the shipper, Toll Road Facilities are used, the charges will be paid by the carrier and shown on the freight bill as advanced charges and supported by a receipt substantiating such charges have been paid. Such charges are to be in addition to the rate and all other lawfull charges: $10/round trip crossing at toll bridges, ferries, or tunnels. TL1 (AITE) Item 100 01:2050L - -------- Between: Midland, MI or Bay City, MI and Points in Louisiana and Texas Commodity: Liquid Chemicals in carrier provided (non-dedicated) single compartment stainless steel, insulated MC-307 trailer handled in continuous movements. Rate: $1.75/running mile, terminal-to-terminal - --------------------- * Trademark of The Dow Chemical Company o Denotes Change Page: II-2(M) Rev 5 Date: 12/13/96 Dow: CLEA: APPENDIX II BULK MOTOR CARRIER CONTRACT THE DOW CHEMICAL COMPANY AND CHEMICAL LEAMAN TANK LINES, INC. Item 200 -------- Origin: Midland, MI Commodity: Liquid Commodities transported in non-dedicated, single compartment MC-307 reloadable trailer.
Rate/Loaded Mile ----------------------------------------- "NALL" Destination Flat Chg Column 1 Flat Chg Column 2 "DALI" ----------- -------- -------- -------- -------- 03:0327L LA, TX -$128 + $1.75 -$128 + $2.01 03:0334L 03:0328L AL, AR, CT, DE, FL, GA, -128 + 2.15 -128 + 2.47 03:0335L IL, KY, MD, MA, MS, NC, NJ, NY, OH, PA, RI, SC, TN, VA, WV 03:0329L CA -128 + 2.22 -128 + 2.55 03:0336L 03:0330L MO, NH, WI -128 + 2.32 -128 + 2.67 03:0337L 03:0331L AZ, IA, KS, ME, NB, NM, -128 + 2.52 -128 + 2.90 03:0338L OK, ON, PQ 03:0332L IN -128 + 2.76 -128 + 3.17 03:0339L 03:0333L AK, AB, BC, MB, MN, MT, -128 + 3.02 -128 + 3.47 03:0340L NE, SK, WA
Load Count Guarantee: -------------------- Mon-Sat: 28 loads/day, +/-20% Sat-Sun: 6 loads/day, +/-20% Penalty: 15% surcharge for all orders in excess of ------- maximum or less than minimum load count guarantee. Note: 1. Column 1 represents rates used when load count target numbers have been met, Column 2 represents penalty rates for falling short or exceeding targeted load counts. 2. Rates apply for Aqueous Acrylamide Solution for the account of Flocryl: c/o Commercial Traffic, P.O. Box 30832, Cleveland, OH 44130 Item 300 01:0005L "DA15" -------- o Origin: Between Midland, MI and Bay City, MI and Harbor Beach, MI and Destination: Points in the U.S. (except MI, AK, HI) and Canada Commodity: LIQUID AND DRY CHEMICALS (not specified in Item 200) transported in single compartment, non-reloadable or multi- compartment trailers. Miles Flat Charge Rate/Loaded Mile ----------------- ----------- ---------------- 0 - 100 $184 + $2.85 101 - 200 202 + 2.69 201 - 400 138 + 3.05 401 - 800 137 + 3.10 801 - 1000 284 + 2.93 1001 - Over 204 + 3.00 Cleaning: Rate of $190/load on Intrastate Michigan moves of latex liquid only. - --------------------- o Denotes Change Page: II-3(M) Rev 3 Date: 6/17/96 Dow: CLEA: APPENDIX II BULK MOTOR CARRIER CONTRACT THE DOW CHEMICAL COMPANY AND CHEMICAL LEAMAN TANK LINES, INC. o Item 400 -------- Origin: Midland, MI and Bay City, MI Commodity: Monochloroacetic and alpha monochloropropionic butylene oxide, chloroacetyl chloride, DURSBAN*, glacial acrylic acid, monochloroacetic acid and telone transported in dedicated trailer. Destination Rate/Shipment ----------- ------------- 01:1408L Theodore, AL $2,998 01:0016L Lake Charles, LA 3,959 01:1406L Taft, LA 3,130 01:0011L Greenville, NC 3,272 01:0010L Dayton, NJ 2,649 03:0306L Waterloo, NY 1,307 03:0311L Beaumont, TX 3,920 01:0012L Hopewell, VA 2,579 01:0018L Sarnia, ON 614 01:0020L Tillsonburg, ON 939 o Item 500 01:3808L -------- Origin: Midland, MI Destination: Pittsburg, CA Commodity: LORSBAN* in dedicated container Rate: $4,613/shipment o Item 600 03:0341L -------- Origin: Midland, MI and Bay City, MI Destination: Colorado, Utah, Nevada and Idaho Commodity: Liquid Commodities in single compartment MC-307 trailer. Rate: -$128 flat charge + $3.02/loaded mile - ------------------- * Trademark of The Dow Chemical Company o Denotes Change Page: II-4 (M) Rev 2 Date: 6/17/96 Dow: CLEA: APPENDIX II BULK MOTOR CARRIER CONTRACT THE DOW CHEMICAL COMPANY AND CHEMICAL LEAMAN TANK LINES, INC. Item 700 01:8951 L -------- Origin: Midland, MI Destination: Midland, MI Commodity: Chassis idle day charges Rate: $16/day (7 day/week) Applies on Chassis #TOLZ 62048 and #NLSZ 021057-9 o Item 800 01:3300 L -------- Between: Dow Chemical at Midland, MI to the Port of New York/New Jersey piers with an empty container and return to Midland, MI with a loaded container. Commodity: Methylacrylonitrile in shipper-owned container Rate: $2,700/round trip Chassis $15/day includes maintenance and tires to Dow specification Charge: CHA (AITE) o Item 900 01:2012 L -------- Origin: Bay City, MI Destination: Sarnia, ON Commodity: Calcium Chloride when transported in MC-306 or MC-312 rubber-lined trailer Rate: -$92 flat charge + $3.55/loaded mile o Item 1000 03:0322 L --------- Origin: Points in U.S. excluding Michigan Destination: Midland, MI and Bay City, MI Commodity: Liquid Commodities in MC-307 trailer (reloadable 2/1 type only) Rate: -$128 flat charge + $1.75/loaded mile o Denotes Change Page: II-5 (M) Rev 2 Date: 6/17/96 Dow: CLEA: APPENDIX II BULK MOTOR CARRIER CONTRACT THE DOW CHEMICAL COMPANY AND CHEMICAL LEAMAN TANK LINES, INC. o Item 1100 01:2009 L --------- Origin: Bay Minette, AL Destination: Midland, MI Commodity: Liquid Chemicals in shipper-owned container on carrier provided chassis Rate: $3,154/shipment No allowance for use of shipper-provided chassis. o Item 1150 01:1150 L --------- Origin: Midland, MI** Destination: Midland, MI Commodity: Diethylbenzene Rate: $4,084/shipment ** NOTE: This rate is based on loading diethylbenzene in Midland, MI proceeding to Bay Minette, AL for addition of 1300 lbs. of inhibitor, then proceed to Geismar, LA for addition of 1500 lbs. of another inhibitor, then returning to Midland with approximately 42M lbs. of total product. o Item 1200 01:3059 L --------- Origin: Claymont, DE Destination: Midland, MI Commodity: Ethylene when transported in cryogenic trailer Rate: $3,105; cleaning does not apply TCL, CTC - NA (AITE) o Item 1300 01:2010 L --------- Origin: Vicksburg, MS Destination: Midland, MI Commodity: Liquid Chemicals in shipper-owned container on carrier provided chassis Rate: $3,267/shipment o Item 1400 01:0025 L --------- Origin: Clearlake, TX; Deer Park, TX; Freeport, TX and Taft, LA Destination: Midland, MI Commodity: Glacial Acrylic Acid in a specially designed trailer Rate: $2,962/shipment; Cleaning does not apply TCL, CTC - NA (AITE) This rate applies only with a MI down-bound shipment to TX or LA.
o Denotes Change Page: II-6 (M) Rev 2 Date: 9/1/96 Dow: CLEA: APPENDIX II BULK MOTOR CARRIER CONTRACT THE DOW CHEMICAL COMPANY AND CHEMICAL LEAMAN TANK LINES, INC. Item 1500 03:0309 L --------- Origin: Sarnia, ON Destination: Midland, MI Commodity: Liquid Chemicals NOI in non-dedicated single compartment trailer. Rate: $32 flat charge + $2.50/mile Item 1600 03:0326 L --------- Origin: Delaware City, DE Destintation: Muskegon, MI Commodity: Liquid Commodities in MC-307 trailer Rate: -$128 flat charge + $2.05/loaded mile This rate applies only on inbound shipments for Dow. Tank $125 when cleaned TCL (AITE) Cleaning: o Item 1700 --------- Entire item canceled. Item 1800 03:0307 L --------- Origin: Midland, MI Destination: Pittsburg, KS Commodity: Chloroacetyl Chloride in shipper-owned ISO container Rate: $2,575/shipment Tank cleaning not applicable. TCL, CTC - NA (AITE) o Denotes Change Page: II-7 (M) Rev 1 Date: 6/17/96 Dow: CLEA: APPENDIX II BULK MOTOR CARRIER CONTRACT THE DOW CHEMICAL COMPANY AND CHEMICAL LEAMAN TANK LINES, INC. o Item 1900 03:0305 L --------- Origin: Midland, MI Destination: Detroit, MI Commodity: Commodities in shipper provided ISO container Rate: $413 Rate includes 2-1/2 hours for loading LOA (AITE) When a chassis is delayed beyond the free time, a charge of $15/chassis will be made for each 24 hours period or fraction thereof and will apply in addition to all other applicable charges. Tank cleaning not applicable. TCL, CTC - NA (AITE) Item 2000 02:0106 --------- Origin: Detroit, MI Destination: Midland, MI Commodity: Empty ISO containers Rate: $90/container Rate applies on repositioning an empty ISO container in conjunction with the movement of a loaded ISO in Item 1900. o Item 2100 03:0303 L --------- Origin: Midland, MI Destination: Points in US and Canada Commodity: Liquid Commodities transported in shipper provided ISO container and chassis. Rate: $1.41/running mile, terminal-to-terminal; $15/day/chassis Rate applies on shipper-owned container.
o Denotes Change Page: II-8 (M) Rev 5 Date: 02/17/97 Dow: CLEA: APPENDIX II BULK MOTOR CARRIER CONTRACT THE DOW CHEMICAL COMPANY AND CHEMICAL LEAMAN TANK LINES, INC. Item 2300 01:0302 L --------- Origin: Winder, GA Destination: Midland, MI Commodity: Sodium Lauryl Sulphate in single compartment MC-307 trailers Rate: -$128 flat charge + $1.75/loaded mile Item 2400 03:0345 L --------- Origin: Midland, MI Destination: Marlborough, MA Commodity: Liquid Commodities in dedicated single compartment MC-307 trailers Rate: -$128 flat charge + $3.00/loaded mile NOTE: Traffic to be routed through Sarnia, ON Hand Additional $75 TCL (AITE) Cleaning Charge: Item 2500 01:2400 L --------- Origin: Castle Hang, NC Destination: Midland, MI Commodity: Sodium bichromate Rate: -$128 flat charge + $1.75/loaded mile Cleaning: $450 TCL (AITE) o Item 2600 01:2401 --------- Origin: Midland, MI Destination: Muskegon, MI Commodity: Phosphorous Oxychloride in Shipper Provided ISO Container/Chassis Rate: $610/shipment
o Denotes Change Page: II-1 (MI) NEW Date: 06/17/96 Dow: CLEA: APPENDIX II BULK MOTOR CARRIER CONTRACT THE DOW CHEMICAL COMPANY AND CHEMICAL LEAMAN TANK LINES, INC. MICHIGAN Item 100 01:2000 L -------- Origin: Midland, MI Commodity: Hydrochloric Muriatic Rate/CWT Destination 45M# MIN. ----------- --------- Dearborn, MI 78 River Rouge, MI 78 Item 200 01:4000 L -------- Origin: Midland, MI Commodity: Dimethyl-Hydrolyzate Polydimethyl-Siloxane Destination: Adrian, MI Rate/CWT: 79 45M# MIN. Page: II-2(MI) NEW Date: 06/17/96 Dow: CLEA: APPENDIX II BULK MOTOR CARRIER CONTRACT THE DOW CHEMICAL COMPANY AND CHEMICAL LEAMAN TANK LINES, INC. Item 300 - -------- Origin: Midland, MI Commodity: Liquid Commodities Destination Rate/CWT ----------- -------- 01:6000L Battle Creek, MI 90 40M# MIN. 89 45M# MIN. 87 50M# MIN. 01:6001L Escanaba, MI 198 40M# MIN. 193 50M# MIN. 184 60M# MIN. 01:6002L Gross, MI 198 40M# MIN. 193 50M# MIN. 184 60M# MIN. 01:6003L Kalamazoo, MI 109 40M# MIN. 106 50M# MIN. 01:6004L Munising, MI 208 50M# MIN. 147 75M# MIN. 01:6005L Muskegon, MI 92 45M# MIN. 90 50M# MIN. 85 60M# MIN. 80 70M# MIN. 01:6006L Plainwell, MI 109 40M# MIN. 108 45M# MIN. 106 50M# MIN. 01 :6007L Port Huron, MI 92 45M# MIN. 90 50M# MIN. 85 60M# MIN. 80 70M# MIN. 01:9000L Alpena, MI $ 550 Rate per shipment Page: II-3(MI) NEW Date: 06/17/96 Dow: CLEA: APPENDIX II BULK MOTOR CARRIER CONTRACT THE DOW CHEMICAL COMPANY AND CHEMICAL LEAMAN TANK LINES, INC. Item 400 02:0001 - -------- Territorial Application: Between various Michigan points Commodity: Commodities in bulk
- ------------------------------------------------------------------------------------------------------ RATES RATES RATES - ------------------------------------------------------------------------------------------------------ MILES (40) (45) MILES (40) (45) MILES (40) (45) - ------------------------------------------------------------------------------------------------------ 5 13 14 170 139 135 335 281 270 10 18 18 175 143 138 340 285 274 15 23 23 180 146 143 345 289 279 20 29 28 185 150 146 350 293 282 25 34 34 190 153 149 355 298 286 30 39 39 195 157 153 360 301 290 35 40 10 200 161 156 365 305 293 40 45 44 205 172 167 370 308 297 45 48 47 210 181 176 375 312 301 50 52 52 215 189 183 380 315 305 55 55 54 220 193 186 385 320 308 60 59 58 225 196 191 390 324 312 65 62 61 230 200 194 395 327 315 70 66 65 235 204 198 400 331 319 75 69 68 240 208 201 405 333 320 80 74 72 245 212 205 410 335 322 85 78 76 250 215 208 415 338 327 90 81 81 255 219 212 420 343 331 95 84 83 260 223 216 425 347 334 100 88 87 265 226 219 430 351 338 105 92 91 270 231 223 435 355 342 110 96 94 275 235 227 440 359 345 115 100 99 280 238 230 445 363 350 120 104 102 285 242 235 450 368 354 125 107 105 290 246 238 455 371 357 130 110 108 295 249 241 460 375 361 135 114 111 300 254 245 465 379 365 140 118 114 305 258 248 470 383 369 145 121 118 310 261 252 475 386 373 150 124 122 315 265 256 480 391 377 155 128 125 320 269 260 485 395 380 160 132 129 325 272 263 490 399 384 165 135 132 330 277 267 495 403 388 - ------------------------------------------------------------------------------------------------------
Page: II-1 (NH) Rev 1 Date: 6/17/96 Dow: CLEA: APPENDIX II BULK MOTOR CARRIER CONTRACT THE DOW CHEMICAL COMPANY AND CHEMICAL LEAMAN TANK LINES, INC. o Item 100 - ---------- Origin: North Haven, CT Destination: Points in U.S. including Connecticut Commodity: Plastic Pellets Miles Flat Charge Rate/Mile ----- ----------- --------- 01:0113L 0 - 130 $49 + $2.75 01:1113L 131 - 200 -21 + 3.26 201 & Over -23 + 3.27 o Item 200 01:0167L - ---------- Origin: North Haven, CT Destination: Bellville, NJ Commodity: Plastic Pellets Rate: $42 flat charge + $2.64/loaded mile o Item 300 01:0168L - ---------- Origin: North Haven, CT Destination: Brampton, Ontario; Port Hope, Ontario Commodity: Plastic Pellets Rate: -$128 flat charge + $3.49/loaded mile o Denotes Change Page: II-l(P) Date: 5/1/95 ------------------------------ Dow: ------------------------------ CLEA: ------------------------------ APPENDIX II BULK MOTOR CARRIER CONTRACT THE DOW CHEMICAL COMPANY AND CHEMICAL LEAMAN TANK LINES, INC. PITTSBURG --------- ACCESSORIAL CHARGES: All accessorial charges not specifically covered by Dow - ------------------- Master Contract to be billed per CLEA 100 series. (ACON)L DEDICATED TRAILER CHARGE: $1,600/month/trailer 07:1111L - ------------------------ Telone, Trifluoro Herbicidal Intermediate TANK CLEANING CHARGE: Actual cost. Telone, Trifluoro Herbicides - -------------------- Intermediate, hazardous and non-hazardous waste. TCL (ARTA) on these products. INTRAPLANT SERVICE AT THE DOW FACILITY AT PITTSBURG. CA: - ------------------------------------------------------- 07:5065L $55/hour or faction thereof; 1 hour minimum tank cleaning charge $200 (when carrier is required to deadhead to cleaning rack to clean trailer, an additional charge of $1.50/running mile will apply; minimum $165). DHL, DHU (AiTE) SPOTTING TRAILER CHARGE: $110/day; $1,600/month MAX 07:1111L SPL, SPU (AiTE) - ----------------------- SPOTTING CHASSIS CHARGE: $45/day; $800/month MAX 07:1111L CHA (AiTE) - ----------------------- DEADHEADING CHARGE: $1.50/running mile when required or requested to spot - ------------------ or pick up trailer or chassis. Minimum charge: 07:7101L $165/round trip 07:1112L - empty container trans CHA, DHL, DHU (AiTE) RATE MAKING MILES: Interstate traffic Rand McNally MileMaker; - ----------------- Intra-CA DT8CA and Leonard's Metropolitan Zone o Denotes Change Page: II-2(P) Rev l Date: 6/17/96 ---------------------------------- Dow: ---------------------------------- CLEA: ---------------------------------- APPENDIX II BULK MOTOR CARRIER CONTRACT THE DOW CHEMICAL COMPANY AND CHEMICAL LEAMAN TANK LINES, INC.
Item 100 07:2700L -------- Between Pittsburg, CA and points in California Commodity: Liquid Commodities transported in MC-307 single compartment trailer Minimum: Rates shown that produce less than the minimum charge apply on a per load basis only when two (2) consecutive loads are moved in the same unit by the same driver with no delay between loads, no cleaning and no change of equipment. "NA25"
Miles Flat Charge Rate/Mile Miles Flat Charge Rate/Mile ----- ----------- --------- ----- ----------- --------- 30 -$128 + $9.65 230 -128 + $3.40 40 -128 + 7.70 240 -128 + 3.40 50 -128 + 6.60 250 -128 + 3.40 60 -128 + 5.90 260 -128 + 3.35 70 -128 + 5.40 270 -128 + 3.35 80 -128 + 5.05 280 -128 + 3.35 90 -128 + 4.75 290 -128 + 3.35 100 -128 + 4.50 300 -128 + 3.35 110 -128 + 4.30 320 -128 + 3.35 120 -128 + 4.15 340 -128 + 3.35 130 -128 + 3.95 360 -128 + 3.35 140 -128 + 3.85 380 -128 + 3.35 150 -128 + 3.75 400 -128 + 3.35 160 -128 + 3.65 420 -128 + 3.35 170 -128 + 3.60 440 -128 + 3.30 180 -128 + 3.50 460 -128 + 3.30 190 -128 + 3.45 480 -128 + 3.30 200 -128 + 3.40 500 -128 + 3.30 210 -128 + 3.40 520 -128 + 3.30 220 -128 + 3.40 540 & Over -128 + 3.30
o Denotes Change Page: II-2A(P) Rev 2 Date: 6/17/96 ---------------------------------- Dow: ---------------------------------- CLEA: ---------------------------------- APPENDIX II BULK MOTOR CARRIER CONTRACT THE DOW CHEMICAL COMPANY AND CHEMICAL LEAMAN TANK LINES, INC.
Item 105 -------- Origin: Pittsburg, CA Commodity: Liquid Solvents (acetone, caustic soda, chelating compounds, glycerines, glycols, anti-freeze, VORANOL*, amines, phenol, epoxy resin, chlorinated solvents [perchloroethylene, methylene chloride], lacquer solvents [glycol ether acetate] and resin solvents [DOWANOL* DB, DM, DMP, EB, PM]) Cleaning: $225 when cleaned
Single Compartment Multi-Compartment Destination Flat Charge Rate/Loaded Mile Flat Charge Rate/Loaded Mile - ----------- ----------- ---------------- ----------- ----------------- Corvallis, OR 07:0732L -$128 + $2.30 $-128 + $2.45 07:0758L Halsey, OR 07:0735 -128 + 2.30 -128 + 2.45 07:0761 Newberg, OR 07:0738L -128 + 2.30 -128 + 2.45 07:0764L Portland, OR 07:0742L -128 + 2.30 -128 + 2.45 07:0768L Salem, OR 07:0745L -128 + 2.30 -128 + 2.45 07:0771L Springfield, OR 07:0747 -128 + 2.30 -128 + 2.45 07:0773 White City, OR 07:0750 -128 + 3.10 -128 + 3.10 07:0776 Auburn, WA 07:0728 -128 + 2.30 -128 + 2.45 07:0754 Kalama, WA 07:0736 -128 + 2.30 -128 + 2.45 07:0762 Kent, WA 07:0737L -128 + 2.30 -128 + 2.45 07:0763L Pasco, WA 07:0740L -128 + 2.30 -128 + 2.45 07:0766L Spokane, WA 07:0746L -128 + 2.45 -128 + 2.55 07:0772L Washougal,WA 07:0749L -128 + 2.30 -128 + 2.45 07:0775L Pts in OR or WA (not named) 07:0752L -128 + 2.45 -128 + 2.45 07:0778L Canadian Rates - -------------- Calgary, AB 07:0730L -128 + 2.55 -128 + 2.55 07:0756L Edmonton, AB 07:0733L -128 + 2.55 -128 + 2.55 07:0759L Goadlish Lake, AB 07:0734 -128 + 2.55 -128 + 2.55 07:0760 Nisku, AB 07:0739 -128 + 2.55 -128 + 2.55 07:0765L Burnaby, BC 07:0729L -128 + 2.45 -128 + 2.45 07:0755L Campbell River, BC 07:0731 -128 + 2.45 -128 + 2.45 07:0757 Port Moody, BC 07:0741L -128 + 2.45 -128 + 2.45 07:0767L Quesnel, BC 07:0743 -128 + 2.45 -128 + 2.45 07:0769 Richmond, BC 07:0744L -128 + 2.45 -128 + 2.45 07:0770L Vancouver, BC 07:0748L -128 + 2.45 -128 + 2.45 07:0774L Winfield, BC 07:0751L -128 + 2.45 -128 + 2.45 07:0777L Pts in AB or BC (not named) 07:0753L -128 + 2.55 -128 + 2.55 07:0779L
*Trademark of The Dow Chemical Company o Denotes Change Page: II-3(P) Rev 1 Date: 6/17/96 ---------------------------------- Dow: ---------------------------------- CLEA: ---------------------------------- APPENDIX II BULK MOTOR CARRIER CONTRACT THE DOW CHEMICAL COMPANY AND CHEMICAL LEAMAN TANK LINES, INC. o Item 200 07:2800L -------- Origin: Pittsburg, CA Destination: Points in California Commodity: Hydrochloric Acid transported in MC-312 rubber lined trailer Minimum: 48M lb minimum Note: Cleaning does not apply TCL, CTC - NA (AiTE) Miles Rate/cwt Miles Rate/cwt ----- -------- ----- -------- 20 $0.20 220 $1.24 30 0.24 230 1.28 40 0.27 240 1.32 50 0.34 250 1.34 60 0.37 260 1.41 70 0.43 270 1.47 80 0.48 280 1.53 90 0.52 290 1.59 100 0.57 300 1.66 110 0.62 320 1.78 120 0.68 340 1.91 130 0.74 360 2.03 140 0.80 380 2.16 150 0.85 400 2.28 160 0.89 420 2.41 170 0.94 440 2.53 180 1.01 460 2.66 190 1.08 480 2.78 200 1.14 500 2.91 210 1.22 o Item 300 07:0700L -------- Origin: Pittsburg, CA Destination: Points in U.S. except California Commodity: Telone Rate: $12 flat charge + $3.10/loaded mile o Denotes Change Page: II-4(P) Rev 1 Date: 6/17/96 ---------------------------------- Dow: ---------------------------------- CLEA: ---------------------------------- APPENDIX II BULK MOTOR CARRIER CONTRACT THE DOW CHEMICAL COMPANY AND CHEMICAL LEAMAN TANK LINES, INC. o Item 400 -------- Origin: Pittsburg, CA Destination: Points in California Commodity: Spent Sulfuric acid; caustic soda; HCl Miles Flat Charge Rate/Mile ----- ----------- --------- 07:701AL 0 - 70 $ 4 + $2.48 07:2701L 71 - 120 25 + 2.22 07:0701L 121 - 200 -26 + 2.52 201 - Over -105 + 2.92 Rates apply only in the absence of rates more specifically provided herein. o Item 500 07:0702L -------- Between: Points in California counties of Alameda, Contra Costa and California counties of Los Angeles and Orange Commodity: Liquid Commodities (includes solvents, caustic soda and latex) Rate: -$88 flat charge + $2.12/loaded mile TCL - check pg 1 o Item 600 07:0702L -------- Between: Points in California counties of Los Angeles and Orange and California counties of Alameda and Contra Costa Commodity: Liquid Commodities in single and multi-compartment trailer Rate: -$88 flat charge + $2.12/loaded mile TCL - check pg 1 o Denotes Change Page: II-5(P) Rev 1 Date: 6/17/96 ---------------------------------- Dow: ---------------------------------- CLEA: ---------------------------------- APPENDIX II BULK MOTOR CARRIER CONTRACT THE DOW CHEMICAL COMPANY AND CHEMICAL LEAMAN TANK LINES, INC. o Item 700 07 0703L TANK CLEANING -------- $40.00 BACK0UT ____________ Between: Points in California counties of Alameda and Contra Costa and California counties of Ventura and Riverside Commodity: Liquid Commodities (includes solvents, caustic soda and latex) Rate: -$88 flat charge + $2.26/loaded mile TCL - check pg 1 Item 800 08:8000 -------- Between: Points in California counties of Alameda and Contra Costa and California counties of Los Angeles and Orange Commodity: Liquid Commodities in intermodal tank containers Rate: $50/hour, 6 hour minimum Time shall begin when carrier's equipment leaves its terminal and continue until equipment is returned to terminal from which dispatched. TCL - check pg 1 o Item 900 09: 9000L -------- Origin: Pittsburg, CA Destination: CT, GA, IL, MI, OH Commodity: Liquid Commodities Rate: -$128 flat charge + $1.75/loaded mile TCL - check pg 1 o Denotes Change Page: II-6(P) Rev3 Date: 6/17/96 ---------------------------------- Dow: ---------------------------------- CLEA: ---------------------------------- APPENDIX II BULK MOTOR CARRIER CONTRACT THE DOW CHEMICAL COMPANY AND CHEMICAL LEAMAN TANK LINES, INC. o Item 1000 --------- Origin: Pittsburg, CA Commodity: Caustic Soda or solvents transported in single compartment, non-dedicated MC-307 trailer
Destination Flat Charge Rate/Mile ----------- ----------- --------- 07:0708 AR, IA, MN, MO, OK -$128 + $1.70(1) 07:0709 LA, MI, TX (except shipments -128 + 1.55(1) destined to Mexico) 07:0710L Tildale, GA (Dalton, GA) -128 + 1.75 07:0711L Points in Canada -88 + 2.95 (1)Rate applies only on shipments handled in backhaul transportation
TANK CLEANING $40.00 o Item 1100 BACK0UT ____________ --------- Origin: Pittsburg, CA Commodity: Liquid Commodities transported in MC-307 single and multi-compartment trailers. TCL - check pg 1 Destination Flat Charge ----------- ----------- 07:1713L Antioch, CA $367 07:1714L Cloverdale, CA 603 07:1714L Kelseyville, CA 603 07:1714L Middletown, CA 603 o Item 1200 TANK CLEANING --------- $40.00 BACK0UT ____________ Origin: Pittsburg, CA Commodity: Liquid Waste Water Destination Flat Charge ----------- ----------- 07:0721 E. Los Angeles, CA $837 07:0722 E. Palo Alto, CA 335 07:0723 Los Angeles, CA 837 07:0724 Palo Alto, CA 335 07:0725L San Jose, CA 312 Compressor/Pump Charges: Included in rate CMU, CML, PMU, PML - IR (AiTE) Tank Cleaning Charge: Actual cost TCL - AC (AiTE) Waste Permit Fees: Included in rate PMT - IR (AiTE) o Denotes Change Page: II-7(P) Rev I Date: 6/17/96 ---------------------------------- Dow: ---------------------------------- CLEA: ---------------------------------- APPENDIX II BULK MOTOR CARRIER CONTRACT THE DOW CHEMICAL COMPANY AND CHEMICAL LEAMAN TANK LINES, INC. o Item 1300 07:0706L --------- Origin: Pittsburg, CA Destination: Pittsburg, CA Commodity: Caustic Soda HCL Rate: $22/shipment o Item 1400 TANK CLEANING --------- $25.00 BACK0UT ____________ Origin: Pittsburg, CA Commodity: Salt Brine (Sodium Chloride) Destination Flat charge ----------- ----------- 07:1707L Bakersfield, CA $612 07:1707L Belridge, CA 612 07:1707L Cymeic, CA 612 07:1707L Fellows, CA 612 07:1707L Maricopa, CA 612 07:1707L McKittrich, CA 612 07:1707L Midway, CA 612 07:1707L Taft, CA 612 07:1708L Ded. Coalinga, CA 447 07:1709L Non- Ded. Tank cleaning is included in rate only when shipment is transported in a dedicated trailer which is to be performed every 5th load. Shipments transported in other than dedicated trailer are subject to an additional charge of $125 for cleaning of trailer. o Item 1500 07:1716 --------- Origin: Pittsburg, CA Destination: Pittsburg, CA with stop-off in Rio Vista - (split card only) Commodity: Petroleum Distillates, NOS Rate: $227/shipment o Denotes Change Page: II-8(P) Rev I Date: 6/17/96 Dow: CLEA: APPENDIX II BULK MOTOR CARRIER CONTRACT THE DOW CHEMICAL COMPANY AND CHEMICAL LEAMAN TANK LINES, INC. o Item 1600 07:0727L --------- Origin: Pittsburg, CA Destination: Bakersfield, CA Commodity: Potassium Chloride (KOH) in single compartment trailer Rate: $731/shipment Tank Cleaning: $175 when cleaned TCL (AiTE) o Item 1700 07:0720 --------- Origin: Pittsburg, CA Destination: Chicago, IL or Midland, MI Commodity: Inserve transported in single compartment trailer (HERBICIDE) Rate: -$128 + $1.85/loaded mile o Item 1800 --------- Origin: Pittsburg, CA Destination: Midland, MI Commodity: Trifluoro Methyl Pyridine Rate: $8,200/shipment (Rate applies April 1 thru October 31 via Rt. I-80) 07:0704L $9,114/shipment (Rate applies November 1 thru March 30 via Int. 07:0705L Rts. 40, 44, 55, 80 & 94) Dedicated Trailer Charge: $1,600/month - Telone $1,000/month - Dichloro, Trifluoro, Methyl Pyridine Idle Day Charge: $100/day for dedicated VH acid trailer o Item 1900 07:0726 Origin: Pittsburg, CA Destination: Midland, MI Commodity: Lontrale transported in single compartment MC-307 trailer (HERBICIDE) Rate: -$128 + $1.55/loaded mile
o Denotes Change Page: II-9(P) Rev I Date: 6/17/96 Dow: CLEA: APPENDIX II BULK MOTOR CARRIER CONTRACT THE DOW CHEMICAL COMPANY AND CHEMICAL LEAMAN TANK LINES, INC. o Item 2000 --------- Origin: Pittsburg, CA Destination: Plaquemine, LA 07:0717L, Midland, MI 07:0716L or Bridgeport, NJ 07:0715L Commodity: Hazardous Waste, NOS Rate: -$128 + $1.85/loaded mile Tank Cleaning: Actual cost TCL-AC (ATIE) Hazardous Waste Permit Charges: Plaquemine, LA $75 with load Midland, MI $275 with load HWP (AITE) Bridgeport, NJ $350 with load o Item 2100 07:0718L --------- Origin: Pittsburg, CA Destination: Deer Park, TX Commodity: Styrene or waste water transported in single compartment trailer Rate: -$128 +$1.85/loaded mile Waste TCL - see pg 1 o Item 2200 --------- Destination: Pittsburg, CA Commodity: Liquid Chemicals transported in single compartment MC-307 trailer Origin Flat Charge Rate/Mile ------ ----------- --------- 22:2200L LA, MS, TX -$128 + $2.05 22:2201L AL, CT, DE, GA, IL, KY, MD, MI, NC, NJ, PA, SC -128 + 2.10 22:2202L MA, NY, RI, TN, VA -128 + 2.20 22:2203L AR, FL, IN, NH, VT, WI, WV -128 + 2.40 22:2204L ME, MO -128 + 2.60 22:2205L MN, IA -128 + 2.80 22:2206L CO, KS, MT, ND, NE, NM, SD, WY -128 + 3.25 22:2207L AZ, ID, OR, UT, WA -128 + 3.30 22:2208L NV -128 + 3.45
o Denotes Change TCL - pg. 1 Page: II-10(P) Rev I Date: 8/12/96 Dow: CLEA: APPENDIX II BULK MOTOR CARRIER CONTRACT THE DOW CHEMICAL COMPANY AND CHEMICAL LEAMAN TANK LINES, INC. Item 2300 --------- Origin: Pittsburg, CA Destination: Points in the U.S. (including CA) and points in British Columbia Commodity: Liquid Commodities transported in single and multi- compartment non-dedicated MC-307 trailer and intermodal container movement. Miles Flat Charge Rate/Mile ----- ----------- --------- 77:0712L 0 - 70 $57 + $2.49 71 - 120 83 + 2.23 121 - 200 72 + 2.25 07:0712 201 & Over -88 + 2.95 Item 2400 77:0706L --------- Origin: Pittsburg, CA Destination: Pittsburg, CA (Imperial West Plant Only) per Desiree Press Commodity: PT acid in single compartment MC-312 trailers Rate: $97/shipment "DAII" o Item 2500 (New) --------- Origin: Pittsburg, CA Commodity: Waste Tar in dedicated equipment only. Destination Flat Charge Rate/Mile ----------- ----------- --------- 07:2500L Midland, MI -$128 $3.30 07:2501L Clive, UT -128 3.30 Trailers to return to Pittsburg, CA for cleaning. o Denotes Change Page: II-1(STL) Rev I Date: 6/17/96 Dow: CLEA: APPENDIX II BULK MOTOR CARRIER CONTRACT THE DOW CHEMICAL COMPANY AND CHEMICAL LEAMAN TANK LINES, INC. ST. LOUIS o Item 100 -------- Origin: St. Louis, MO Commodity: Liquid Caustic Soda Destination Rate/Shipment ----------- ------------- 02:2001 Pagedale, MO $51 or 02:2009 29* *Rate applies only when two consecutive loads are transported on same day, in the same unit. Above rates not subject to tank cleaning. o Item 200 -------- Origin: St. Louis, MO Commodity: Liquid Caustic Soda Minimum: Minimum/shipment from Schedule of Minimum Charges except when multiple loads are tendered and delivered by the same driver, same equipment, same day. Miles Flat Charge Rate/Mile ----- ----------- --------- 02:2028L 30 - 100 $83 + $2.30 02:2029L 101 - 240 -2 + 3.07 241 - Over -128 + 3.45 o Denotes Change Page: II-1(SV) Rev 2 Date: 6/17/96 Dow: CLEA: APPENDIX II BULK MOTOR CARRIER CONTRACT THE DOW CHEMICAL COMPANY AND CHEMICAL LEAMAN TANK LINES, INC. SAVANNAH o Item 100 01:GA01L -------- Origin: Savannah, GA Destination: Points in U.S. including Georgia in continuation of an interstate movement (except AK & HI) Commodity: Liquid Chemicals transported in MC-307 trailer Tank Cleaning: $125 when cleared for solvents end caustic solution TCL (AiTE) other prod. (ATRA) Miles Flat Charge Rate/Mile ----- ----------- --------- 0 - 100 -$34 + $2.25 101 - 210 -96 + 2.87 201 - 420 -106 + 2.91 421 & Over -68 + 2.87 o Item 200 -------- Origin: Savannah, GA Commodity: Diphenyl Oxide Destination Flat Charge Rate/Mile ----------- ----------- --------- 18:0200L Freeport, TX -$128 + $1.75 18:0201L Magnolia, AR -128 + 2.25 o Denotes Change Page: II-1(T/D) Rev 2 Date: 6/17/96 Dow: CLEA: APPENDIX II BULK MOTOR CARRIER CONTRACT THE DOW CHEMICAL COMPANY AND CHEMICAL LEAMAN TANK LINES, INC. TILDALE/DALTON o Item 100 -------- Origin: Tildale, GA and Dalton, GA Commodity: Liquid Commodities transported in MC-307 trailer
Rate/ Destination Flat Charge Loaded Mile* ----------- ----------- ----------- 06:1000L AL -$128 + $3.00 06:1002L AZ. CO. IA. ID. KS. MT, ND, NE, NM, -128 + 3.16 NV. OK, OR, SD, UT, WA, WY 06:1004L AR -128 + 2.53 11:0182L CA -128 + 2.40 06:1006L CT, DE, MA, MD. NJ, NY, OH. PA, RI, WV -128 + 2.16 01:0278L FL -128 + 3.15 06:1008L IL, IN, MI -128 + 2.32 06:1010L KY -128 + 2.48 06:1012L LA -128 + 1 69 06:1014L ME, NH, VT -128 + 2.42 06:1016L MN, WI -128 + 2.89 01:0288L MS -128 + 2.60 01:0281L NC -128 + 2.80 06:0184L SC -128 + 2.25 06:1018L TX (only Houston and points within 75 highway miles thereof) -128 + 1.59 06:1020L MO, TN, TX (other than shown above) -128 + 2.79 01:0286L VA -128 + 2.70
* Rates not applicable on shipments destined to Mexico o Denotes Change Page: II-2(T/D) Rev 3 Date: 6/17/96 Dow: CLEA: APPENDIX II BULK MOTOR CARRIER CONTRACT THE DOW CHEMICAL COMPANY AND CHEMICAL LEAMAN TANK LINES. INC. o Item 200 -------- Origin: Tildale, GA and Dalton, GA Commodity: Liquid Commodities transported in MC-307 trailer
Destination Flat Charge Rate/Mile ----------- ----------- --------- 01:1112L Mahrt, AL -$128 + $2.65 01:0180L City of industry, CA -128 + 2.25 01:0181L San Gabriel, CA -128 + 2.25 01:1148 Allyn's Point, CT -128 + 1.89 01:0292 Atlanta, GA 0.59/cwt* 01:0293 Dalton, GA 70 flat 01:0294 East Dublin, GA 1.50/cwt* 01:0295 Ellijay, GA 168 flat 01:0296 Lylerly, GA 0.52/cwt* 01:0297 Rabun Gap, GA 0.83/cwt* 01:0298 Ringgold, GA 0.52/cwt* 01:0299 Rome, GA 168 flat 01:0300L Points in GA within 25 miles of origin 140 flat (other than shown above) 01:1165L Midland, MI -128 + 1.89 01:1114L Meridian, MS -128 + 2.58 01:1116L Gastonia, NC -128 + 2.60 01:1168L Omaha, NE -128 + 3.15 01:1135L Chillicothe, OH -128 + 1.89 01:1140L Cincinnati, OH -l28 + 1.90 01:1142L Cleveland, OH -128 + 1.89 01:1145L Columbus, OH -128 + 1.86 01:1160L Lockland, OH -128 + 1.88 01:1130L Carlisle, PA -128 + 1.86 01:1120L Willow Grove. PA -128 + 1.89 O1:1110L Landrum, SC -128 + 2.62 01:1111L Liberty, SC -128 + 2.68 01:0303 Ennis, TX -128 + 2.34 01:1117L Freeport, TX -128 + 1.73 01:1146L Covington, VA -128 + 2.57 01:1118L Richmond, VA -128 + 2.55
o Denotes Change Page: II-3(T/D) Rev 3 Date: 2/01/97 Dow: CLEA: APPENDIX II BULK MOTOR CARRIER CONTRACT THE DOW CHEMICAL COMPANY AND CHEMICAL LEAMAN TANK LINES, INC. o Item 300 11:1175L -------- Origin: Tildale, GA and Dalton, GA Commodity: Liquid Latex in single compartment MC-307 trailer Tank $175 when cleaned TCL (AiTE) Cleaning: Rate/cwt* --------- Destination 42M 46M ----------- ----- ----- Granby, PQ and St. Jean, PQ $8.54 $8.26 *Rates stated and payable in U.S. funds o Item 400 01:0114L -------- Origin: Tildale, GA and Dalton, GA Destination: Netcong, NJ Commodity: Liquid Latex in single compartment MC-307 trailer Rate: $1,482/shipment Tank $175 when cleaned TCL (AiTE) Cleaning: Item 500 01:0290L -------- Origin: Points in the U.S. Destination: Tildale, GA and Dalton, GA Commodity: Liquid Commodities in single compartment MC-307 trailer Rate: -$128 flat charge + $1.75/loaded mile Item 600 11:1180L -------- Origin: Kearny, NJ Destination: Tildale, GA and Dalton, GA Commodity: Foam Control Agent (defoamer) Rate: $2.34/loaded mile Tank $100 when required TCL (AiTE) Cleaning: o Denotes Change Page: II-4(T/D) Rev 2 Date: 2/01/97 Dow: CLEA: APPENDIX II BULK MOTOR CARRIER CONTRACT THE DOW CHEMICAL COMPANY AND CHEMICAL LEAMAN TANK LINES, INC. o Item 700 -------- Origin: Tildale, GA and Dalton, GA Destination: Augusta, GA Commodity: Latex, liquid in single compartment MC-307 trailers Rate: $587/shipment - If loaded between 0400 - 1500 hours ll:1181L "NAII" $472/shipment - If loaded between 1501 - 0359 hours ll:1182L "DAII" Tank: Cleaning: $175 when cleaned TCL (AiTE)
o Denotes Change Page: II-1(W) Rev 2 Date: 6/17/96 Dow: CLEA: APPENDIX II BULK MOTOR CARRIER CONTRACT THE DOW CHEMICAL COMPANY AND CHEMICAL LEAMAN TANK LINES, INC. WILMINGTON o Item 100 02:0200L -------- Origin: Wilmington, NC Destination: Points in U.S. including North Carolina in continuation of an interstate movement. Commodity: Liquid Caustic Soda Minimum: Minimum/shipment from Schedule of Minimum Charges. (Will not apply when two or more shipments are handled by the same driver with the same equipment on the same day.) Miles Flat Charge Rate/Mile ----- ----------- --------- 0 - 50 $35 + $3.02 5 - 200 11 + 2.88 201 & Over 41 + 2.99 Tank Cleaning: $125 when cleaned TCL (AiTE) o Item 200 33:0295L -------- Origin: Wilmington, NC Destination: Allyn's Point, CT Commodity: Caustic soda solution Rate: $1.57/loaded mile o Denotes Change Page: II-1(MISC) Rev 1 Date: 6/17/96 Dow: CLEA: APPENDIX II BULK MOTOR CARRIER CONTRACT THE DOW CHEMICAL COMPANY AND CHEMICAL LEAMAN TANK LINES, INC. MISCELLANEOUS Item 100 33:0338L - -------- Origin: Chattanooga, TN Destination: Champaign, IL Commodity: Liquid Commodities in single compartment MC-307 trailers Rate: $1.90/loaded mile Item 200 01:1100L - -------- Origin: Delaware Water Gap, PA Destination: Houston, IX Commodity: Ammonium Phosphate; potassium phosphate Rate: $1.42/loaded mile Item 300 11:1185L - -------- Origin: Wilmington, NC Destination: Columbus, OH Commodity: Liquid Commodities in single compartment MC-307 trailer Rate: $1,017/shipment Item 400 03:0342L - -------- Origin: Haverhill, OH Destination: Rotterdam Junction, NY Commodity: Liquid Phenol in single compartment trailers Rate: $2.12/loaded mile Item 500 01:0301 - -------- Origin: Shadeland, IN or Lafayette, IN Destination: Port Allen, LA or Baton Rouge, LA Commodity: Fermentation Fluids in ISO containers Rate: $1.48/loaded mile per round-trip shipment Note: Rate to include mileage from and return to depot storage yard in Chicago, IL Spotting: $75 per 24 hour period included in rate SPL, SPU (AiTE) o Denotes Change Page: II-2(MISC) Rev 7 Date: 01/27/97 Dow: CLEA: APPENDIX II BULK MOTOR CARRIER CONTRACT THE DOW CHEMICAL COMPANY AND CHEMICAL LEAMAN TANK LINES, INC. Item 600 -------- Origin: Solvay, NY *Note: This rate includes 3rd Party Shipments per RA30 Commodity: Plastic Pellets Destination Rate/Shipment ----------- ------------- 60:2200L Erie, PA $ 738 60:2201L Paterson, NJ 733 Item 700 -------- Origin: Philadelphia, PA Commodity: Magnesium Hydroxide Liquid Cleaning When cleaned Charges: Destination Rate/Shipment ----------- ------------- o 70:0106L Chester, VA $ 500 70 0100 Clifton, NJ 372 70:0104 Lancaster, PA 292 o 70:0107L Monroe, NC 2.30 /loaded mile 70:0102L Newark, NJ 322 70:0103 Nutley, NJ 372 o 70:0108 Raleigh, NC 2.38 /loaded mile 70 0101L Ridgefield Park, NJ 372 70:0105L Scranton, PA 442
Item 800 -------- Origin: Richmond, VA Commodity: Magnesium Hydroxide Liquid Destination Flat Charge Rate/Loaded Mile ----------- ----------- ---------------- 80:0100L Chester, VA $ 372 80:0103L Richmond, VA 372 80:0101L Monroe, NC -128 + $ 2.75 80:0102L Netcong, NJ -128 + 2.30 80:0104L Newark, NJ -128 + 2.30 o Item 900 Moved to Page: II-3(MISC) Effective: 01-27-97 -------- o Denotes Change Page: II-3(MISC) Rev 5 Date: 02/10/97 Dow: CLEA: APPENDIX II BULK MOTOR CARRIER CONTRACT THE DOW CHEMICAL COMPANY AND CHEMICAL LEAMAN TANK LINES, INC. Item 900 01:0900L -------- Origin: Charleston, SC Destination: Sarnia, ON Commodity: Liquid Commodities in MC-307 single compartment, reloadable trailers Rate: -$128 flat charge + $1.75/loaded mile Item 1000 --------- Origin: Granite City, IL Destination: Points in the U.S. Commodity: Calcium Chloride Liquid Miles Flat Charge Rate/Loaded Mile ------------- ----------- ---------------- 10:0100L 30 - 100 $ 83 + $ 2.30 10:0101L 101 - 240 -2 + 3.07 10:0101L 241 - Over -128 + 3.45 Item 1100 --------- Origin: Chicago, IL Commodity: Caustic Soda Solution, liquid Cleaning: When cleaned Miles Flat Charge Rate/Loaded Mile ------------- ----------- ---------------- 40:1500L 30 - 100 $ 83 + $ 2.30 40:1501L 101 - 240 -2 + 3.07 40:1501L 241 & Over -128 + 3.45 o Item 1200 22:2009L --------- Origin: Louisville, KY Destination: Lebanon, KY (Worthington Industries) Commodity: Liquid Calcium Chloride in dedicated, single compartment, MC-306 aluminum trailers Rate: $360/shipment Cleaning: Actual cost, when cleaned. TCL - AC (AiTE) Note: Tank cleaning to be reviewed after initial 3-5 cleans to determine contract bill amount to be published. o Denotes Change Page: II-4(MISC) NEW Date: 3/01/97 Dow: CLEA: APPENDIX II BULK MOTOR CARRIER CONTRACT THE DOW CHEMICAL COMPANY AND CHEMICAL LEAMAN TANK LINES, INC. Item 1300 --------- Origin: Pittsburgh, PA Commodity: Liquid Magnesium Hydroxide in MC-307, single compartment, trailers Cleaning When cleaned Charges: Destination Rate/Shipment ----------- ------------- 22:2210 Adrian, PA $ 332 22 2211 Albright, WV 435 22:2212 Maidsville, WV 360 22:2213 Morgantown, WV 360 22:2214 Parkersburg, WV 575 o Denotes Change Page: II-1(COFC) Rev 5 Date: 10/16/96 Dow: CLEA: APPENDIX II BULK MOTOR CARRIER CONTRACT THE DOW CHEMICAL COMPANY AND CHEMICAL LEAMAN TANK LINES, INC. REPRESENTING UNION PACIFIC BULKTAINER SERVICE AiTEs Default to "Bulk" Item 100 88:0100L -------- Origin: Pittsburg, CA Destination: Midland, MI Commodity: Waste Tar Rate: $4,665/shipment Cleaning: Actual cost when cleaned when removed from Dow service TCL (AiTe) - AC Item 200 88:0101L -------- Origin: Ludington, MI Destination: Vancouver, WA Commodity: Magnesium Hydroxide, liquid Rate: $3,500/shipment Cleaning: Tank cleaning included in rate TCL - IR (AiTE) Item 300 88:0103L -------- Origin: Middletown, OH Destination: Pittsburg, CA Commodity: Surfactant, liquid Rate: $4,386/shipment Cleaning: Tank cleaning included in rate TCL - IR (AiTE) Item 400 88:0104L -------- Origin: Midland, MI Destination: Pittsburg, CA Commodity: Organophosphorus pesticide Rate: $4,053/shipment Cleaning: Tank cleaning outside of rate TCL (AiTE) o Item 500 Moved to MISC Section -------- Effective: 10-16-96 o Denotes Change Page: II-2(COFC) Rev l Date: 11/20/96 Dow: CLEA: APPENDIX II BULK MOTOR CARRIER CONTRACT THE DOW CHEMICAL COMPANY AND CHEMICAL LEAMAN TANK LINES, INC. REPRESENTING UNION PACIFIC BULKTAINER SERVICE AiTE's Default to "Bulk" Item 600 88:0102L -------- Origin: Midland, MI Destination: Pachuta, MS Commodity: Organophosphorus Rate: $3,210/shipment Cleaning: Tank cleaning included in rate TCL - IR (AiTE) o Item 700 88:0l05 -------- Origin: Midland, MI Destination: Fresno, CA Commodity: Herbicide, liquid Rate: $4,314/shipment Cleaning: Tank cleaning included in rate TCL - IR (AiTE) o Denotes Change Page: I-1(B) Date 10/01/96 Dow: CLEA: APPENDIX I BULK MOTOR CARRIER CONTRACT THE DOW CHEMICAL COMPANY AND CHEMICAL LEAMAN TANK LINES, INC. BAYONNE Rates as published in the Dow/Chemical Leaman contract are subject to the following rules and provisions: 1. Dow Chemical agrees to a capital recovery provision effective October 14, 1996 through December 31, 2000. Under this provision, Chemical Leaman Tank Lines, Inc. shall be entitled to recover a portion of its capital outlay under the conditions outlined in item 2, below. Chemical Leaman's asset valuation (capital outlay) is Six Hundred Thousand Dollars ($600,000) for the construction and purchase of new MC-307 stainless steel trailers to be provided for food grade and solvents service. The amount of capital recovery to which Chemical Leaman shall be entitled shall be Six Hundred Thousand Dollars ($600,000) less Two Percent (2.0%) for each month (or fraction thereof) of the contract term that has expired from the date Dow Chemical has been notified, in writing, that Chemical Leaman wishes to invoke this capital recovery provision. Should Chemical Leaman invoke this capital recovery provision under the specified conditions in item 2 below, Chemical Leaman shall retain full ownership of all applicable assets covered in this provision. Should Chemical Leaman decide to terminate the contract, the capital recovery provision shall not be invoked. 2. Chemical Leaman reserves the right to invoke item 1 provisions except under the following conditions: service performance as outlined in item 5; competitive pricing as outlined in item 6; and under certain business conditions whereby Dow Chemical documents business losses due to customer or product transitions. 3. Should Chemical Leaman be required to place additional new trailers into service to meet Dow Chemical's shipment requirements, Chemical Leaman shall be entitled to capital recovery. The asset valuation for the additional new trailers (capital outlay) shall be the cost for the construction and purchase of the new trailers. The amount of capital recovery to which Chemical Leaman shall be entitled shall be the result of multiplying the capital outlay amount by the result of dividing the unexpired number of months (or fractions thereof) remaining through December 31, 2000 by the total number of months (or fractions thereof) for the period between the date of the additional capital outlay and December 31, 2000. 4. Dow Chemical commits One Hundred Percent (100%) of the Dow controlled and routed outbound freight, stated to be approximately $2,500,000 annual to be routed via Chemical Leaman Tank Lines or their broker subsidiary, Capacity Management Systems. Should Dow Chemical change the legal terms of sale for transactions originating at Bayonne which results in a decline of business routed via Chemical Leaman Tank Lines, Chemical Leaman shall reserve the right to invoke item 1. Page: I-2(B) Date 10/01/96 Dow: CLEA: APPENDIX I BULK MOTOR CARRIER CONTRACT THE DOW CHEMICAL COMPANY AND CHEMICAL LEAMAN TANK LINES, INC. BAYONNE 5. Chemical Leaman will provide error free service levels at a minimum of Ninety Five Percent (95%) total carrier error free. Should the error free performance level fall below Ninety Five Percent (95%) for any consecutive 6-month calendar period, Dow Chemical reserves the right to waive the capital recovery provision as stated in item 1 of the Bayonne Rules Tariff. Total carrier error free performance shall be defined as stated in the Uniform Bulk Motor Carrier Contract, effective April 1, 1995 plus appendices I through III effective May 1, 1995. If Chemical Leaman retains the business at less that 95% error free performance, and subsequently the error free performance improves to meet or exceed the 95% level for a consecutive 6-month calendar period, the capital recovery provision in item 1 shall be reinstated. 6. Dow Chemical reserves the right to receive and review competitive pricing bid proposals for single source bulk carrier operations at their Bayonne, NJ terminal operation. Dow Chemical agrees to consider no fewer than Three (3) non-Chemical Leaman carrier pricing bids simultaneously, which each reduce existing Chemical Leaman contract pricing by Five Percent (5%) or greater. 7. Chemical Leaman-Tank Lines, Inc. reserves the right of first refusal to compare existing contract pricing to the Three (3) competitive bids each generating a reduction of Five Percent (5%) or greater. Dow Chemical agrees to provide competitive operating parameters in addition to proposed competitive bids. 8. Chemical Leaman reserves the right to re-negotiate current transportation price levels should any changes to the operating parameters, as outlined in Section I, significantly alter costs such as changes in equipment or driver levels, trailer types, on-site personnel staffing, loading hours, unloading hours, equipment accessorial requirements, tank cleaning requirements or Dow terminal site location. Chemical Leaman shall provide written documentation supporting increased operating costs due to changes in the operating parameters as outlined above and in Section I. 9. Chemical Leaman reserves the right to increase transportation price levels up to Five Percent (5%) under conditions outlined in item 8. Should Chemical Leaman require an increase greater than 5%, Dow Chemical reserves the right to re-bid the Bayonne, NJ business. Should Dow Chemical receive Three (3) or more competitive bids at least five percent (5%) below Chemical Leaman proposed pricing, Chemical Leaman agrees to revoke the take or pay provisions as outlined in item 1. Should Dow Chemical not receive Three (3) or more competitive bids at least Five Percent (5%) below Chemical Leaman proposed pricing, Chemical Leaman shall retain the business at Bayonne, NJ. Page: I-3(B) Date 10/01/96 Dow: CLEA: APPENDIX I BULK MOTOR CARRIER CONTRACT THE DOW CHEMICAL COMPANY AND CHEMICAL LEAMAN TANK LINES, INC. BAYONNE Section I: Operations Parameters: Dow Chemical @ Bayonne, NJ A/ Chemical Leaman will provide dedicated trailers for solvent and food grade products. B/ Solvent trailers shall have stainless steel pumps mounted on each trailer. C/ Chemical Leaman will provide on-site management personnel. D/ Dow will provide the use of 2 offices at the Bayonne terminal for Chemical Leaman personnel. E/ Chemical Leaman will assume responsibility for order processing on October 14, 1996. F/ Chemical Leaman will transition business in twenty five percent (25%) segments to be completed with one-hundred percent (100%) business control one hundred fifty (150) days from the October 14, 1996 start. G/ Loading hours at Dow-Powell/Dufferin will commence 0200 hours Mondays and continue 24 hours through 1900 hours Friday of each week. H/ Chemical Leaman will be expected to perform at a ninety-eight percent (98%) on time delivery level by January 14, 1997. I/ Chemical Leaman will determine, through coordination with Powell Dufferin, specific order load times. Return loading during PM hours are based on first come first served. J/ All trailers tendered for loading will be subject to vacuum testing. K/ All food grade trailers tendered for loading will be subject to a white glove test for contaminants. L/ Dow Chemical will tender orders directly to Chemical Leaman Tank Lines for processing and driver dispatch. M/ Chemical Leaman will arrange for all Food Grade trailers to be Koshered. Dow Chemical agrees to pay actual cost for the kosher process. N/ Chemical Leaman will NOT mix food grade and chemical products on the same trailer. O/ Chemical Leaman will not allow any brokered carrier to mix food grade and chemica1 products on the same trailer. P/ Chemical Leaman will route via the least congested route exiting the Bayonne, NJ terminal. Toll charges may vary, depending on the route which will be based on area construction projects and the related impact on traffic conditions. Q/ Chemical Leaman agrees to broker with only Dow core and/or approved carriers. R/ Chemical Leaman and Dow will conduct quarterly service reviews at the Bayonne terminal. Dates and times to be arranged as needed. S/ When multiple stop deliveries are required, a stop in-transit charge of $45.00 per stop shall be added to the transportation bill. Detention free time of two (2) hours shall be applied to the ENTIRE routing/delivery process on multiple stop deliveries, with unloading hours above and beyond the total two (2) free hours to be billed to Dow Chemical at a rate of $22.50 per half hour, or fraction thereof. Page: II-2(B) Rev 1 Date 02/25/97 Dow: CLEA: APPENDIX II BULK MOTOR CARRIER CONTRACT THE DOW CHEMICAL COMPANY AND CHEMICAL LEAMAN TANK LINES, INC. Item 100 01:0100L 01:0200L (Food Grade) - -------- Origin Bayonne, NJ Destination: Points in U.S. Commodity: Liquid Commodities in Dedlcated MC-307 Single and Multi-Compartment Trailers. Miles Rate/Shipment ----- ------------- 0 - 50 $340 51 - 75 $390 76 - 100 $480 101 - 125 $525 126 - 150 $575 151 - 175 $625 176 - 200 $700 201 - 225 $750 226 - 250 $825 251 - 275 $875 276 - 300 $925 301 & Over $3.10/loaded mile (NEW) Item 200 - -------- Origin: Bayonne, NJ Commodity: Liquid Hazardous Materials in Dedicated MC-307 Single Compartment Trailers. Destination Rate/Shipment ----------- ------------- 01:0101L Kings Point, VA $1,380 01:0102L McKees Rocks, PA 1,531 01:0103L Neville Island, PA 1,361 01:0104L Pittsburgh, PA 1,414 01:0105L Portsmouth, VA 1,398 01:0106L Rochester, PA 1,457 01:0107L Saegertown, PA 1,482 Page: II-1(B) Date 10/01/96 Dow: CLEA: APPENDIX II BULK MOTOR CARRIER CONTRACT THE DOW CHEMICAL COMPANY AND CHEMICAL LEAMAN TANK LINES, INC. BAYONNE RULES: Except as otherwise specifically provided, Appendix I. ACCESSORIAL CHARGES: All accessorial charges not specifically covered by Dow Master Contract to be billed per CLEA 100 series. HIGHWAY TOLL CHARGES: Actual cost. TL1-AC (Aite) PUMP/COMPRESSOR CHARGES; Included in rate. PML, PMU, CMU-IR (AiTE) DETENTION FREE TIME: 2 hours for loading; 2 hours for unloading. LOA, UNL (AiTE) EXCESS DETENTION CHARGES $22.50 per half hour, or fraction thereof. TANK CLEANING CHARGES: Glycerine USP, Glycols: $155, when cleaned. | Solvents; Flush, Steam & Dry: $158, when cleaned. | TCLN Liquid Commodities; Caustic Water: $181, when cleaned. | SCREEN Food Grade Products: Actual cost, when cleaned. | Multi-Compartment Trailers: $22.50/compartment greater than one) (ACON)
Page: II-2(B) Date 10/01/96 Dow: CLEA: APPENDIX II BULK MOTOR CARRIER CONTRACT THE DOW CHEMICAL COMPANY AND CHEMICAL LEAMAN TANK LINES, INC. Item 100 01:0100L 01:0200L (Food Grade Products) - -------- Origin: Bayonne, NJ Destination: Points in U.S. Commodity: Liquid Commodities in Dedicated MC-307 Single and Multi-Compartment Trailers. Miles Rate/Shipment ----- ------------- 0 - 50 $340 51 - 75 $390 76 - 100 $480 101 - 125 $525 126 - 150 $575 151 - 175 $625 176 - 200 $700 201 - 225 $750 226 - 250 $825 251 - 275 $875 276 - 300 $925 301 & Over $3.10/1oaded mile Page: II-1(L/M) Date 06/17/96 Dow: CLEA: APPENDIX II BULK MOTOR CARRIER CONTRACT THE DOW CHEMICAL COMPANY AND CHEMICAL LEAMAN TANK LINES, INC. IN BOUND Item 100 50:5000L - -------- Origin: Louisville, KY Destination: Lockland, OH and Middletown OH Equipment: Multi-compartment trailer Rate: $1.30/dead head mile Page: II-1(MID) Date 06/17/96 Dow: CLEA: APPENDIX II BULK MOTOR CARRIER CONTRACT THE DOW CHEMICAL COMPANY AND CHEMICAL LEAMAN TANK LINES, INC. IN BOUND Item 100 03:0322L - -------- Origin: Points in U.S. excluding Michigan Destination: Midland, MI and Bay City, MI Commodity: Liquid Commodities in MC-307 trailer (reloadable 2/1 type only) Rate: $1.75/loaded mile Item 200 01:2009L - -------- Origin: Bay Minette, AL Destination: Midland, MI Commodity: Liquid Chemicals in shipper-owned container on carrier provided chassis Rate: $3,282/shipment No allowance for use of shipper-provided chassis. Page: II-1(MIS) Date 06/17/96 Dow: CLEA: APPENDIX II BULK MOTOR CARRIER CONTRACT THE DOW CHEMICAL COMPANY AND CHEMICAL LEAMAN TANK LINES, INC. IN BOUND Item 100 - -------- Origin: Points in Texas Commodity: General Chemicals in stainless steel single compartment trailers in non-dedicated, reloadable service. Destination Rate/Mile ----------- ---------- 04:4500L CT, DE, GA, IL, IN, KY, MA MD, MI (Except $2.26 Midland), NC, NJ, NY, OH, PA, RI, SC, VA, WV, ON and PQ 04:0400L Canada except ON and PQ 3.00 04:4505L AL, MS, MO, TN 2.58 04:4510L CA 2.60 04:4525L LA 2.14 04:4515L All other states except TX and as 2.81 otherwise provided herein. Item 200 04 4590L - -------- Origin: Points in Texas Destination: Points in U.S. (except Texas) and Canada Commodity: Liquid Commodities transported in multi-compartment trailer. Rate: $2.85/loaded mile Page: II-2(MIS) Rev 1 Date 12/13/96 Dow: CLEA: APPENDIX II BULK MOTOR CARRIER CONTRACT THE DOW CHEMICAL COMPANY AND CHEMICAL LEAMAN TANK LINES, INC. IN BOUND Item 300 01:0005L -------- o Origin: Between Midland, MI and Bay City, MI and Harbor Beach, MI Destination: and Points in the U.S. (except Ml, AK, HI) and Canada Commodity: LIQUID AND DRY CHEMICALS (not specified in Item 200) transported in single compartment, non-reloadable or multi-compartment trailers. Miles Rate/Loaded Mile ----- ---------------- 0 - 100 $2.85 101 - 200 2.69 201 - 400 3.05 401 - 800 3.10 801 - 1000 2.93 1001 - Over 3.00 Cleaning: Rate of $19O/load on Intrastate Michigan moves of latex liquid only. Item 400 01:0270L -------- Origin: Channahon, IL Destination: Points in the U.S. and Ontario Commodity: Liquid Commodities transported in multi-compartment MC-307 trailer Rate: $3.05/loaded mile Item 500 01:0280L -------- Origin: Channahon, IL Destination: Points in Manitoba, Alberta Quebec, British Columbia, Saskatchewan and New Brunswick Commodity: Liquid Commodities transported in multi-compartment MC-307 trailer Rate: $3.18/loaded mile o Denotes Change Page: II-3(MIS) Date: 06/17/96 Dow: CLEA: APPENDIX II BULK MOTOR CARRIER CONTRACT THE DOW CHEMICAL COMPANY AND CHEMICAL LEAMAN TANK LINES, INC. IN BOUND -------- Item 600 -------- Origin: Channahon, IL Commodity: Liquid Commodities transported in MC-307 single compartment trailers Rate Per Destination Loaded Mile ----------- ----------- 01:0125L LA $ 1.80 AL, DC, DE, FL, IN, KY, MILES 01:0130L MD, ME, MI, MS, NC, NH, 10 - 150 3.00 SC, VT, VA 151 & Over 2.60 01:0272L OH 2.25 01:0273L OH (Counties of: Meigs, Gallia, Lawrence, Scioto, 2.60 Pike, Jackson and Vinton 01:0183L CT, MA, PA, NJ, NY, RI, WV, Ontario 2.10 01:0184L TN 2.60 01:0185L Tildale, GA (Dalton,GA) 1.75 01:0186L GA (all other points) 2.25 01:0187L TX (Counties of: Brazoria, Chambers, Ft. Bend, 1.75 Galveston, Harris, Jefferson and Montgomery) 01 2090L TX (Dallas and Tarrant counties) 2.25 01:0188L TX (all other points) 2.50 01:0132L Points in US including Illinois in continuation of 2.85 an interstate move 01:0271L Points in Manitoba, Alberta, Quebec, British 3.00 Columbia, Saskatchewan and New Brunswick Page: II-1(MUS) Date: 09/01/96 Dow: CLEA: APPENDIX II BULK MOTOR CARRIER CONTRACT THE DOW CHEMICAL COMPANY AND CHEMICAL LEAMAN TANK LINES, INC. IN BOUND -------- Item 100 03:0326L -------- Origin: Delaware City, DE Destination: Muskegon, MI Commodity: Liquid Commodities in MC-307 trailer Rate: $2.05/loaded mile This rate applies only on inbound shipments for Dow. Cleaning: $125 when cleaned. TCL (AiTE) Page: II-1(MX) Date: 06/17/96 Dow: CLEA: APPENDIX II BULK MOTOR CARRIER CONTRACT THE DOW CHEMICAL COMPANY AND CHEMICAL LEAMAN TANK LINES, INC. IN BOUND -------- Item 100 04:4521L -------- Origin: Points in Texas Destination: Points in Mexico Commodity: Liquid Commodities Rate: $3.00/loaded mile On shipments to Mexico to be transported via the international boundary at any point in Texas, an extra charge of $200/round trip crossing will be applicable in addition to all other charges. Page: II-1(PITT) Date: 06/17/96 Dow: CLEA: APPENDIX II BULK MOTOR CARRIER CONTRACT THE DOW CHEMICAL COMPANY AND CHEMICAL LEAMAN TANK LINES, INC. IN BOUND -------- Item 100 -------- Destination: Pittsburg, CA Commodity: Liquid Chemicals transported in single compartment MC-307 trailer Origin: Rate/Mile ------- --------- 22:2200L LA, MS, TX $ 2.05 22:2201L AL, CT, DE, GA, IL, KY, MD, MI, NC, NJ, PA, SC 2.10 22:2202L MA, NY, RI, TN, VA 2.20 22:2203L AR, FL, IN, NH, VT, WI, WV 2.40 22:2204L ME, MO 2.60 22:2205L MN, IA 2.80 22:2206L CO, KS, MT, ND, NE, NM, SD, WY 3.25 22 2207L AZ, ID, OR, UT, WA 3.30 22:2208L NV 3.45 Page: II-1(SAR) Date: 06/17/96 Dow: CLEA: APPENDIX II BULK MOTOR CARRIER CONTRACT THE DOW CHEMICAL COMPANY AND CHEMICAL LEAMAN TANK LINES, INC. IN BOUND -------- Item 100 01:0900L -------- Origin: Charleston, SC Destination: Sarnia, ON Commodity: Liquid Commodities in MC-307 single compartment, reloadable trailers Rate: $1.75/loaded mile Page: II-1(TIL) Date: 06/17/96 Dow: CLEA: APPENDIX II BULK MOTOR CARRIER CONTRACT THE DOW CHEMICAL COMPANY AND CHEMICAL LEAMAN TANK LINES, INC. IN BOUND Item 100 01:0290L -------- Origin: Points in the U.S. Destination: Tildale, GA Commodity: Liquid Commodities in single compartment MC-307 trailer Rate: $1.75/loaded mile Page: SAC-1(IB) Date: 06/17/96 Dow: CLEA: BULK MOTOR CARRIER CONTRACT THE DOW CHEMICAL COMPANY AND CHEMICAL LEAMAN TANK LINES, INC. IN BOUND --------
PROVISION (NO.) CHARGE - --------------------------------------------------- ------------------------------------------------------------- Detention (4) Net debits under an averaging agreement for loading and unloading detention billed at $45/hour on a quarterly basis. LOA, UNL (ACON) Cancelled Vehicle (5) $140. XLD (ACON) Diversion/Reconsignment (6) $35. REC (ACON) Rejected Shipments (8) 50% Of outbound line haul rates; minimum of $165 and minimum of $1.30/mile. REJ Spotting for Line Haul Movements (9) $110 Each 24 hour period or fraction thereof. SPL, SPU (ACON) Tractor only: $1.41/mile; $65 minimum. DHU, DHL (ACON) Spotting for Storage (9) Determined by local contract terms and charges as listed in Appendix II. Sunday and Holidays (10) $195. PRE $.00 $195.00 min. (ACON) TRFI min & max $195.00 Stop-off Intransit (11) $45. STO (ACON) Weighing Vehicles (12) $20. SCL, SCU (ACON) Accessorial and Emergency Service (13) Sunday and Holidays: 01:8905L $45 each hour; 8 hours minimum. UN #608402 All other days: 01:8906L $45 each hour; 4 hours minimum. UN #608401 Assistance from or Evacuation of $5 For each 15 minute period or fraction thereof will Power Vehicle by Second Driver: be assessed if second driver is required to assist in Loading/Unloading (13A) loading/unloading or evacuation from his unit. XML, XMU AON Tank Cleaning and Heel Disposal (14) A. $125 Standard products. (ACON) B. $190 (See Attachment A) TCLN Screen C. $500 (See Attachment A) TCLN Screen D. Determined by local contract terms and charges as listed in Appendix II.
Page: SAC-2(IB) Date: 06/17/96 Dow: CLEA: BULK MOTOR CARRIER CONTRACT THE DOW CHEMICAL COMPANY AND CHEMICAL LEAMAN TANK LINES, INC.
PROVISION (NO.) CHARGE - -------------------------------------------------------- ---------------------------------------------------- Special Equipment and Service (15) A. $90 For compartmented trailers. CTC (ACON).00 B. $45 Heating-in-transit (tractor only). $85 Heating-in transit (tractor and trailer). C. Heating Service: Note A Note B ------ ------ $45 $11 Weekdays (excluding holidays). $55 $13 Saturdays. $65 $17 Sundays and holidays. Note A: Applies for the first hour or fraction thereof. Note B: Applies for each additional fifteen minutes or fraction thereof. Overnight and Weekend Layovers (16) $200 single driver - overnight $275 sleeper team - overnight $600 single driver - weekend $1,760 sleeper team - weekend
If inbound line haul charges are rated from another shipper's contract, Dow contract accessorial charges will apply (17) Page: SAC-3(IB) Date: 06/17/96 Dow: CLEA: BULK MOTOR CARRIER CONTRACT THE DOW CHEMICAL COMPANY AND CHEMICAL LEAMAN TANK LINES, INC. Attachment A
CATEGORY PRODUCTS - ----------------------------------------------- ---------------------------------------------------- A. STANDARD CLEANING ALL PRODUCTS NOT OTHERWISE SPECIFICALLY $125 PER CLEANING LISTED IN CATEGORIES B, C, OR D. B. HARD TO CLEAN 2-4-D ACID BUTYL ESTER $190 PER CLEANING 2-4-D ACID ISOOCTYL ESTER 2-4-D BUTOXYETHYL ESTER 2-4-D DIETHANOLAMINE SALT 5 2-4-D ISOPROPYLAMINE SALTS 2-4-D MCPP INTERMEDIATE 4851A 2-4-D TEA-4 2-4-D TRIISOPROPAL AMINE SALT 2-4-D ISOOCTYL ALCOHOL 2-4-D ISOOCTYL D DOW DMA-6 SEQUESTERED DOW DMA-6 UNSEQUESTERED EPOXY RESINS ESTERON 99 CONCENTRATE 24-D HAZARDOUS WASTE, LIQUID SYNTHETIC LATEX/LIQUID RUBBER TELONE* (2-4-D IS AN ABBREVIATION FOR 2-4-DICHLORO PHENOXY ACETIC ACID) C. DIFFICULT TO CLEAN DICHLOROTETRAFLUOROPYRIDINE $500 PER CLEANING (DCTFP) PHENOL D. EXCEPTIONS PRODUCTS TO BE DETERMINED BY LOCAL CONTRACT TERMS AND CHARGES WILL BE LISTED SEPARATELY IN APPENDIX II. *TRADEMARK OF THE DOW CHEMICAL COMPANY
Page: AIII-1 Rev 3 Date: 4/1/96 Dow: CLEA: APPENDIX III ------------ MEASUREMENT PROGRAM FOR QUALITY PERFORMANCE ------------------------------------------- Carrier and Shipper mutually agree to review Carrier's service performance at the end of each calendar quarter of the term of this Agreement. For the purpose of this performance incentive, a service failure is defined as any carrier-related non-conformance reported via the Dow North America Quarterly Carrier Performance Summary shown below. Carrier's service performance shall be calculated as the total number of Carrier controllable failures in the immediately preceding quarter divided by the total number of carrier loads in that quarter, multiplied by 100 to convert to a percentage. This result will then be subtracted from 100 to arrive at the Carrier's quarterly performance rating. Incentives and penalties will be calculated as a percentage of the total linehaul charges for the quarter for which the quarterly performance rating is calculated. Incentives and penalties will be paid within forty-five (45) days of the end of said quarter. Incentives and penalties will be calculated using the scale shown below. Maximum incentive or penalty shall be $25,000 per quarter. Performance Level Incentive/(Penalty ----------------- ------------------ greater than 98.5% 1% 95-98% 0% less than 95% (1%) o To be eligible for the performance award pay-out, carrier safety performance must be 0.25 incidents/1,000 shipments or less. o Denotes Change Page: AIV-1 Rev 2 Date: 9/30/96 ------------------------------- Dow: ------------------------------- CLEA: ------------------------------- APPENDIX IV BULK MOTOR CARRIER CONTRACT THE DOW CHEMICAL COMPANY AND CHEMICAL LEAMAN TANK LINES, INC. We hereby agree to pay a fuel surcharge of 2% added to the total line-haul charge effective September 30. 1996, until further notice. This supersedes all other fuel surcharge provisions in effect prior to September 30, 1996. THE DOW CHEMICAL COMPANY CHEMICAL LEAMAN TANK LINES, INC. /s/ ___________________________ /s/ ___________________________ Name: Michael W. Humphreys NAME: _________________________ TITLE: Supply Manager TITLE: ________________________ DATE: _________________________ DATE: _________________________ EXHIBIT 1 TEXAS OPERATIONS CARRIER SELF-INSPECTION PROCEDURE FOR ACCEPTANCE AS PARTICIPATING CARRIER PURPOSE: The purpose of this document is to describe the criteria necessary for a carrier to participate in Texas Truck Operations Carrier Self-Inspection program. PROCEDURE: 1. Any carriers wanting to inspect their own trailers will have to demonstrate a trailer acceptance rate of at least 99.3% for a period of 12 months. 2. The Terminal Manager has to specify specific people to be certified as Dow Qualified Inspector. 3. The carrier has to provide Truck Operations a written copy of their inspection procedure which outlines their inspection process. 4. Truck Operations audits the carrier's terminal facility for the purpose of standardizing the inspection process. The Terminal Manager documents the audit. 5. The carrier's candidates for Dow Qualified Inspectors will successfully inspect ten (10) trucks at the Tank Truck Control Center to the satisfaction of the Truck Operations specialist. 6. The Terminal Manager agrees to have enough Dow Qualified Inspectors by the day of implementation. 7. Beginning on the day of implementation, the carrier's trailers will be randomly inspected at a rate of one (1) per day for two (2) weeks. 8. If a trailer is rejected, the Terminal Manager is responsible for conducting a Root Cause Analysis Investigation on the rejection and reporting the results to Dow Truck Operations. o Denotes Change Page: V-1 Rev 1 Date: 11/3/95 ------------------------------ Dow: ------------------------------ CLEA: ------------------------------ APPENDIX IV BULK MOTOR CARRIER CONTRACT THE DOW CHEMICAL COMPANY AND CHEMICAL LEAMAN TANK LINES, INC. Carrier will follow the Texas Operations Carrier Self-Inspection Procedures for Acceptance (Exhibit 1) on any shipments tendered by Dow's Freeport, Texas facility. 1. If a contamination occurs, root cause analysis will be done to determine the cause of the contamination. A contamination will be described as the introduction of any foreign substance into the material or the material does not meet Dow production specifications. 2. If the root cause analysis determines the contamination was due to carrier error or negligence, carrier will be liable for the total cost of the product as determined by Dow's invoice. If Dow elects to reprocess the product, carrier will be responsible for all reprocessing costs. o3. If the contaminated material caused by carrier's negligence or error has been introduced into the customer's production, carrier will be liable for customer's down time and cleaning customer's storage tank if the customer requests restitution. 4. Carrier will also be responsible for any emergency freight if the contamination was due to carrier error or negligence. THE DOW CHEMICAL COMPANY CHEMICAL LEAMAN TANK LINES, INC. /s/______________________ /s/ ___________________________ Name: M. W. Humphreys Name: _________________________ Title: Purchasing Agent Title: ________________________ Date: ___________________ Date: _________________________ o Denotes Change Page: AV-1 Date: 03/14/97 -------------------------- Dow: -------------------------- CLEA: -------------------------- APPENDIX V BULK MOTOR CARRIER CONTRACT THE DOW CHEMICAL COMPANY AND CHEMICAL LEAMAN TANK LINES, INC. For all shipments rated under this Agreement, no claims for overcharges or undercharges will be made by either party after one (1) year from date of shipment. THE DOW CHEMICAL COMPANY CHEMICAL LEAMAN TANK LINES, INC. /s/ _________________________ /s/ _____________________________ Name: Michael W. Humphreys NAME: George E. Ciarlone TITLE: Supply Manager TITLE: Manager - Cost Analysis DATE: _______________________ DATE: April 18. 1997 Page: AI-1 Rev 2 Date: 6/17/96 ----------------------------- Dow: ----------------------------- CLEA: ----------------------------- APPENDIX I BULK ADDITIONAL CONTRACT PROVISIONS 1. COMMON CARRIER SERVICE NOT EXCLUDED The normal operations of Carrier as a motor Common Carrier shall not be affected by this Contract, nor shall Carrier be precluded from performing transportation services for Dow as a Common Carrier in connection with transportation services outside the scope of this Contract. 2. COMPUTATION OF MILEAGE Distances between all points shall be based upon Rand McNally MILEMAKER System as determined from the Household Goods Carriers' Bureau Milage Guide No. 14 or reissues thereof. 3. CONDITION OF TANKS TENDERED FOR LOADING Carrier will supply "clean, dry, and free of contaminating odor" tank equipment of the type needed for the product involved. Pumps and hoses must be free of contaminants, and hose ends (when not in use) must be protected from contamination. o 4. DETENTION (a) Except as otherwise more specifically provided for in Appendix II of this Contract, no free time will be allowed for loading at any Dow or Dow designated location and no free time will be allowed for unloading at any consignee's location. (b) Paragraphs not brought forward (f) are hereby canceled Effective: 06-17-96 o Denotes Change Page: AI-2 Rev 1 Date: 9/1/95 ----------------------------- Dow: ----------------------------- CLEA: ----------------------------- 5. CANCELLED VEHICLES Except as otherwise provided (see Exception), when a tractor-trailer unit is ordered by Dow and such order is subsequently cancelled or postponed by Dow after the vehicle has been dispatched from the Carrier's terminal, the charges in the S.A.C. will apply. In addition, the terms of Provision No. 4 will apply, except that no time without charge shall be allowed. Exception: When the vehicle ordered is subsequently cancelled for the shipment of the commodity for which it was specifically ordered, but such vehicle is used in the shipment of the same commodity to a different destination, or is used in a shipment of a different commodity to the same destination or a different destination, the terms of this Provision will not apply if the vehicle, as presented, is acceptable for loading without cleaning, and if the vehicle is of an acceptable capacity to Dow. Furthermore, if cancellation is communicated to Carrier more than four hours prior to scheduled departure, this Provision does not apply. 6. DIVERSION OR RECONSIGNMENT Shipments moving on rates named in this Contract may be diverted or reconsigned in transit or at billed destination, subject to the following conditions: o Denotes Change Page: AI-3 Rev 1 Date: 9/1/95 ----------------------------- Dow: ----------------------------- CLEA: ----------------------------- (a) The term "Diversion or Reconsignment" means a change in the name of consignee and/or destination of the entire shipment, or any other instructions given to the Carrier requiring an addition to, or change in, billing necessary to effect delivery or involving an additional movement of equipment. (b) On shipments diverted or reconsigned to a place of unloading within the corporate limits of the municipality to which the shipment was originally consigned, the applicable rate from point of origin to destination will apply, in addition to the charge provided in the S.A.C. (c) On a shipment diverted or reconsigned to a place of unloading not within the corporate limits of the municipality to which the shipment was originally consigned, the applicable rates (see Exception) shall be determined from mileage tables herein based on the mileage from point of origin to final destination over the route of actual movement as per Dows' instruction computed in accordance with Provision No. 2, and will apply in addition to the charges provided in the S.A.C. Exception: When point of diversion or reconsignment is on the most direct highway route and is intermediate to the final destination, the rate to the final destination will apply. (d) On such movements, freight charges will be computed on the actual loaded movement miles. (e) The charge, (see S.A.C.) for each diversion or reconsignment, is in addition to all other applicable charges. This charge will be billed to company requesting diversion or reconsignment. (f) Time consumed in waiting for orders under this provision will be considered part of unloading time, and detention charges will be assessed as provided in Provision No. 4 above, if time without charge has elapsed. (g) A request for diversion or reconsignment must be made or confirmed in writing by the shipper. (Preferably with an amended bill of lading or shipping notice being presented to the Carrier.) o Denotes Change Page: AI-4 Rev 1 Date: 9/1/95 ------------------------------ Dow: ------------------------------ CLEA: ------------------------------ 7. HOSE When hose is required or requested to effect either pickup or delivery, or both, of a single shipment, then either a two, three, or four inch inside diameter hose length(s) will be provided. All hoses will be provided without charge. 8. REJECTED SHIPMENTS If, for any reason not ascribable to the Carrier or its personnel, a shipment is rejected by the consignee at destination, notification to Dow shall be given in writing, telephone, or telegraph, requesting disposition. The charges to be applied on such rejected, returned shipments shall be in accordance with the S.A.C. as applied to the outbound shipment rates as published from the original point of origin to the original point of destination on the date of the returned shipment and shall be based on the actual weight of the product returned. Time consumed waiting for orders under this provision will be considered as part of unloading time, and detention charges will be assessed in accordance with Provision No. 4. 9. SPOTTING NON-POOLED SEMI-TRAILERS FOR LINE HAUL MOVEMENTS OR STORAGE (a) Except as otherwise provided, when, for Dow's convenience, Carrier is requested or required to place and leave a single semi-tank trailer on the premises of Dow, or any other practical site they may designate for the purpose of loading or unloading for a line haul movement a charge in accordance with the S.A.C. for each 24 hour period or fraction thereof will apply. (b) An allowance of one (1) hour without charge for spotting and one (1) hour without charge for pickup will be allowed (see Provision No. 4). (c) When, in connection with such spotting, it becomes necessary to move tractor(s) without semi-trailers, the charges in the S.A.C. will apply covering the movement of such tractor(s) for the miles travelled from and the miles travelled to return to the carriers terminal from which the tractor(s) was(were) dispatched. (d) When spotting is for the purpose of storage, the conditions and charges will be negotiated on a local basis and shown in Appendix II for that site location. o Denotes Change Page: AI-5 Rev 1 Date: ------------------------------ Dow: ------------------------------ CLEA: ------------------------------ (e) Carrier agrees that Dow may move Carrier's trailers within Dow's premises; however, Dow will be responsible for any damage incurred to trailers during such movement. (f) Dow will be liable for tank cleaning charge as provided in the S.A.C., if applicable, when trailer is released from spotting. 10. SUNDAY AND HOLIDAY SHIPMENTS If Carrier is required by Dow to load, pick-up, unload, or actually deliver on a Sunday or Holiday, the charge in the SAC will apply on a per unit basis. The intent is to compensate Carrier for "call-out" of local drivers to perform this work. The charge does not apply if the shipment is enroute over a Sunday or Holiday, but is loaded or unloaded (picked up or delivered) on any other day. The term "holiday" is hereby defined to include the following days or the day on which they are celebrated: New Year's Day Independence Day Thanksgiving Day Good Friday Labor Day Christmas Day Memorial Day Carrier reserves the right to perform service on Sundays and Holidays (not requested, but consented to, by shipper upon Carrier's request) for operating reasons, in which case extra charges herein do not apply. 11. STOP-OFF IN TRANSIT TO COMPLETE LOADING AND/OR FOR PARTIAL DELIVERY (a) Except as otherwise provided, shipments may be stopped in transit to complete loading and/or partial delivery. (b) A shipment loaded at two or more places within the corporate limits of a single point of origin and/or delivered to two or more places within the corporate limits of a single destination, shall be considered as being stopped in transit to complete loading and/or partial delivery under the conditions of this provision. (c) A shipment stopped in transit for partial delivery may be delivered to two or more consignees within the corporate limits of a single destination or may be delivered to two or more consignees at two or more destinations. o Denotes Change Page: AI-6 Rev 1 Date: 9/1/95 ------------------------------ Dow: ------------------------------ CLEA: ------------------------------ (d) To determine the mileage on shipments loaded at two or more places within the corporate limits of a single point of origin and/or delivered to two or more places within the corporate limits of a single destination, except as otherwise provided, see paragraph (f) of this provision. (e) To determine the mileage on shipments loaded at two or more places which are not all within the corporate limits of a single point and/or delivered to two or more places which are not all within the corporate limits of a single destination, except as otherwise provided, see paragraph (f) of this Provision. (f) To determine the applicable mileages for shipments made in paragraphs (d) and (e) of this provision, the Rand McNally MILEMAKER will apply and shall start at the point of loading and include the miles travelled by the vehicle via all stop-in-transit points to final destination or to the point at which the vehicle discharges the last portion of its cargo. Mileages so computed shall be used to determine the applicable rate for the entire shipment and shall apply on the number of gallons or pounds of commodity loaded at origin, subject to the minimums provided herein. (g) In addition to all other lawful charges, an additional stop-off charge, as stated in the S.A.C., will apply. Such charge shall not be assessed at the origin or final destination. (h) Aggregate total loading or unloading times will be charged for in accordance with Provision No. 4. 12. WEIGHING VEHICLES Unless otherwise provided, freight charges shall, at Dow's option, be based on one of the following methods of weight determination: (a) The description of the commodity and the weight of the shipment shall be shown by Dow on the shipping order or bill of lading. (b) Dow shall show on shipping order or bill of lading the specific gravity at temperature loaded. (c) Dow shall show on shipping order or bill of lading the weight per gallon at temperature loaded. o Denotes Change Page: AI-7 Rev 1 Date: 9/1/95 ------------------------------ Dow: ------------------------------ CLEA: ------------------------------ (d) The party which requests independent weighing of a shipment should pay weighing charge and all ensuing charges related to time and distance. In the absence of election of one of the foregoing methods, where a vehicle is weighed on public scale at the request of Dow or consignee, a charge (see the S.A.C.) shall be assessed for each weighing in addition to all other lawful charges. Time consumed in weighing vehicle, before or after loading, or both, at the point of shipment, shall be considered as part of time for loading and subject to charges set forth in Provision No. 4. Time consumed in weighing vehicle, before or after unloading, or both, at the point of destination, shall be considered as time for unloading and subject to charges and other provisions as set forth in Provision No. 4. Carrier shall provide Dow and/or consignee with a calibration chart for the trailer utilized. 13. ACCESSORIAL AND EMERGENCY SERVICES Accessorial and emergency service will be provided, if practicable, and such service charges shall be in accordance with the S.A.C. On Sundays and Holidays, time shall begin when Carrier's equipment leaves Carrier's terminal and continue until equipment is returned to the Carrier's terminal from which dispatched. Weekdays time will be computed Dow gate to gate. Any delay directly attributable to the Carrier will be subtracted from the total time. Time of equipment departure and arrival at the terminal will be indicated on the bill of lading or freight bill for each shipment. 13A. ASSISTANCE FROM OR EVACUATION OF POWER VEHICLE BY SECOND DRIVER - LOADING/UNLOADING When a two-person sleeper team is required to handle a shipment and Dow or the consignee requires the second person to assist in loading and/or unloading or to evacuate the power vehicle a charge (see the S.A.C.) will apply. Time to be computed from the time the Carrier's equipment arrives at the loading or unloading gate until the time the Carrier's equipment departs from the loading or unloading gate. o Denotes Change Page: AI-8 Rev 1 Date: 9/1/95 ------------------------------ Dow: ------------------------------ CLEA: ------------------------------ Charges set forth in the S.A.C. will be in addition to all other applicable charges and shall be paid by the party requesting this service. 14. TANK CLEANING AND HEEL DISPOSAL When Carrier is requested to furnish a trailer for the transportation of products, which, because of its inherent nature requires cleaning and waste disposal before the trailer can be returned to service, the charges set forth in the S.A.C. will apply on the initial loading. These charges are in addition to all other lawful charges assessed against the shipment. Charges shall not be made on subsequent loading of the same trailer so long as said trailer remains continuously in the exclusive use of the same consignor, unless such consignor requests that the trailer be cleaned after delivery of any of these loadings, in which case the applicable additional charges shall be applied on the next loading of these products following such requested cleaning. When two or more products are shipped at one time in a compartmented trailer, the applicable cleaning charge will be the highest applicable charge on any product in the trailer. 15. SPECIAL EQUIPMENT AND SERVICE When special equipment as listed below is required or requested by the consignor or consignee prior to movement of the shipment, such equipment, if available, will be furnished by Carrier subject to charges in the S.A.C. Air Blowers, Air Compressors, Air Dryers, Nozzles, and Pumps will be provided, as requested, without charge. (a) Compartmented Trailers. (b) Heating-in-transit Service: Except as otherwise provided, Carrier will, upon request of consignor or consignee, furnish, if available, a trailer and/or tractor equipped with a controlled heating-in-transit system subject to the charges in the S.A.C. (c) Heating Service: When, upon request, of consignor or consignee, a shipment is stopped in transit for the purpose of heating the lading by steam or any other means, the charges in the S.A.C. will apply. o Denotes Change Page: AI-9 Rev 1 Date: 9/1/95 ------------------------------ Dow: ------------------------------ CLEA: ------------------------------ Carrier will apply heat for the length of time prescribed by the consignor or consignee. Heating time will be deemed to start at the time heat is applied to the lading and shall end when the heat is removed. It shall be the responsibility of the consignor or consignee to make arrangements for the use of steam and other heating facilities at its own expense, although Carrier will, if requested, attempt to locate such facilities and make arrangements for their use provided, however, that the consignor or consignee shall agree to be responsible for any expense incurred for the use of such facilities. Time consumed by heating at consignor's site of pick up and/or consignee's site of delivery shall be considered as loading and/or unloading time and shall be charged for as provided in Provision No. 4. All charges set forth in this provision shall be in addition to all other lawful charges assessed against the shipment. 16. OVERNIGHT AND WEEKEND LAYOVER OVERNIGHT (a) When Carrier's vehicle arrives at point of loading, unloading, stop-off and/or final destination between 8:00 a.m. and 5:00 p.m. on a day between Monday and Friday, inclusive or on Saturday or Sunday if so requested by Dow or consignee, and Dow or consignee cannot complete loading and/or unloading on the date of arrival, the time the vehicle is detained between 8:00 a.m. and 5:00 p.m., or the time the driver is released if later than 5:00 p.m., will be charged for according to the terms of Provision No. 4. If the vehicle (tractor and/or trailer) is detained until 8:00 a.m. the following morning at such point, or in the vicinity thereof, and the driver is not required to remain on duty, the terms of Provision No. 4 will not apply from 5:00 p.m. until 8:00 a.m. the following morning and in lieu thereof, the charges in the S.A.C. for Single Driver or Sleeper Team for each overnight layover will apply. If the vehicle (tractor and/or trailer) is further detained, charges outlined above or in paragraph (b) below, as applicable, will be the same as if the vehicle had just arrived, except that no time without charge as provided for in the terms of Provision No. 4 will apply. o Denotes Change Page: AI-10 Rev 1 Date: 9/1/95 ------------------------------ Dow: ------------------------------ CLEA: ------------------------------ WEEKEND LAYOVERS (b) When Carrier's vehicle arrives at point of loading, unloading, stop-off and/or final destination between 8:00 a.m. and 5:00 p.m. on a Friday, and Dow or consignee cannot complete loading and/or unloading on the day of arrival, the time the vehicle is detained between 8:00 a.m. and 5:00 p.m., or the time the driver is released if later than 5:00 p.m., will be charged according to the terms of Provision No. 4. If the vehicle (tractor and/or trailer) is detained over the weekend until 8:00 a.m. Monday at such point, or in the vicinity thereof, and the driver is not required to remain on duty, the terms of Provision No. 4 will not apply from 5:00 p.m. on Friday, or the time the driver was released if later than 5:00 p.m. until 8:00 a.m. Monday morning and, in lieu thereof, the charges in the S.A.C. for Single Driver or Sleeper Team for such weekend layover will apply. If the vehicle (tractor and/or trailer) is further detained, charges outlined in paragraph (a) will apply the same as if the vehicle had just arrived, except that time without charge as provided for in Provision No. 4 will apply. When Carrier's vehicle arrives at point of loading, unloading, stop-off and/or final destination at a time other than between 8:00 a.m. and 5:00 p.m. and, when due to compliance with Dow and/or consignee instructions, a layover is required to complete loading and/or unloading, charges for detention time after 5:00 p.m. as provided in paragraph (a) and (b) above, whichever applies will be applicable. 17. SERVICE PERFORMANCE Carrier understands and agrees to have its performance measured by Dow using the "Measurement of Quality Performance" methodology, a copy of which is made a part of this Contract as Appendix III. 18. CLEANING AND WASTE DISPOSAL Carrier warrants that he will perform all duties of a "generator" as identified by the EPA in 40 CRF 260.10 and that any cleaning facilities used will meet all Resource Conservation and Recovery Act requirements. o Denotes Change Page: AI-11 Rev 1 Date: 9/1/95 ------------------------------ Dow: ------------------------------ CLEA: ------------------------------ 19. DRUMMING FROM TANK TRAILERS Carrier will not off-load hazardous materials (as defined by DOT) from trailers into drums. If consignee should request Carrier to do this, Carrier shall refuse and notify Dow of same. Products designated as combustible are exempt from this policy. 20. CURRENCY Freight rates and/or charges applicable under the terms or Provisions of this Contract shall be stated and payable in U.S. funds only. 21. ALTERNATION OF RATES In Appendix II, where there is a conflict between tabular rates (mileage based) and point-to-point commodity rates, the rate that produces the lowest line haul transportation charge will apply. When shipments to, from, and between the United States and Canada are tendered and when there is a Dow Canada and a Dow U.S.A. contract, then the lowest contract freight rate in either contract will apply on either a prepaid or collect basis and the payment will be in U.S. funds only. 22. ARBITRATION If any disputes or differences in interpretation arise other than provided under Provisions 1 through 21 above, such disputes will be resolved by negotiations between the two parties or by a mutually agreed upon arbitrator. o Denotes Change Page: SAC-1 Rev 4 Date: 06/17/96 -------------------------------- Dow: -------------------------------- CLEA: -------------------------------- THE DOW CHEMICAL COMPANY UNIFORM BULK MOTOR CARRIER CONTRACT STANDARD ACCESSORIAL CHART
PROVISION (NO.) CHARGE -------------- ------ o Detention (4) $8.00 per 1/4 hour increment or fraction thereof (billed in monthly statements) Cancelled Vehicle (5) $140 Diversion/Reconsignment (6) $35 Rejected Shipments (8) 50% Of outbound line haul rates; minimum of $165 and minimum of $1.30/mile Spotting for Line Haul Movements (9) $110 Each 24 hour period or fraction thereof Tractor only: $1.41/mile; $65 minimum Spotting for Storage (9) Determined by local contract terms and charges as listed in Appendix II Sunday and Holidays (10) $195 Stop-off Intransit (11) $45 Weighing Vehicles (12) $20 Accessorial and Emergency Service (13) Sunday and Holidays: 01:8905 $45 each hour; 8 hours minimum All other days: 01:8906 $45 each hour; 4 hours minimum Assistance from or Evacuation of $5 For each 15 minute period or fraction thereof Power Vehicle by Second Driver: will be assessed if second driver is required Loading/Unloading (13A) to assist in loading/unloading or evacuate from his unit Tank Cleaning and Heel Disposal (14) A. $125 Standard products B. $190 (See Attachment A) C. $500 (See Attachment A) D. Determined by local contract terms and charges as listed in Appendix II
o Denotes Change Page: SAC-2 REV 4 Date: 03/14/97 Dow: CLEA: THE DOW CHEMICAL COMPANY UNIFORM BULK MOTOR CARRIER CONTRACT STANDARD ACCESSORIAL CHART
PROVISION (NO.) CHARGE --------------- ------ Special Equipment and Service (15) A. $90 For compartmented trailers B. $45 Heating-in-transit (tractor only) $85 Heating-in-transit (tractor and trailer) C. Heating Service: Note A Note B ----- ----- $45 $11 Weekdays (excluding holidays) $55 $13 Saturdays $65 $17 Sundays and holidays Note A: Applies for first hour or fraction thereof. Note B: Applies for each additional fifteen minutes or fraction thereof. Overnight and Weekend Layovers (16) $200 single driver - overnight $275 sleeper team - overnight $600 single driver - weekend $1,760 sleeper team- weekend If inbound line haul charges are rated from another shipper's contract, Dow contract accessorial charges will apply (17) o Schedule of Minimum Charges These minimum charges apply to all linehaul (minimum charge is based on rates contained in this Agreement. the Rand McNally Milemaker miles from origin to destination One-Way Billed Minimum for each shipment). Miles/Shipment Charge/Shipment -------------- --------------- 0 - 10 $210 11 - 25 250 26 - 50 290 51 - 75 300 76 - 100 375 101 - 125 433 126 - 150 480 151 - 175 515 176 - 200 575 201 - 225 585 o Denotes Change
Page: SAC-3 NEW Date: 10/10/91 Dow: CLEA: THE DOW CHEMICAL COMPANY UNIFORM BULK MOTOR CARRIER CONTRACT STANDARD ACCESSORIAL CHART Attachment A CATEGORY PRODUCTS -------- --------- A. STANDARD CLEANING ALL PRODUCTS NOT OTHERWISE $125 PER CLEANING SPECIFICALLY LISTED IN CATEGORIES B, C, OR D. B. HARD TO CLEAN 2-4-D ACID BUTYL ESTER $190 PER CLEANING 2-4-D ACID ISOOCTYL ESTER 2-4-D BUTOXYETHYL ESTER 2-4-D DIETHANOLAMIN SALT 5 2-4-D ISOPROPYLAMINE SALTS 2-4-D MCPP INTERMEDIATE 4851A 2-4-D TEA-4 2-4-D TRIISOPROPAL AMINE SALT 2-4-D ISOOCTLY ALCOHOL 2-4-D ISOOCTYLD DOW DMA-6 SEQUESTERED DOW DMA-6 UNSEQUESTERED EPOXY RESINS ESTERON 99 CONCENTRATE 2-4-D HAZARDOUS WASTE, LIQUID SYNTHETIC LATEX/LIQUID RUBBER TELONE* (2-4-D IS AN ABBREVIATION FOR 2-4 DICHLORO PHENOXY ACETIC ACID) C. DIFFICULT TO CLEAN DICHLOROTETRAFLUOROPYRIDINE $500 PER CLEANING (DCTFP) PHENOL D. EXCEPTIONS PRODUCTS TO BE DETERMINED BY LOCAL CONTRACT TERMS AND CHARGES WILL BE LISTED SEPARATELY IN APPENDIX II. * TRADEMARK OF THE DOW CHEMICAL COMPANY o Denotes Change Page: II-1(AP) Rev 1 Date: 6/1/96 Dow: CLEA: APPENDIX II BULK MOTOR CARRIER CONTRACT THE DOW CHEMICAL COMPANY AND CHEMICAL LEAMAN TANK LINES, INC. ALLYN'S POINT ACCESSORIAL CHARGES: Except as otherwise provided, the rates and charges contained herein are subject to the CLEA 100 Tariff Series. EQUIPMENT ON LONG-TERM STORAGE: $100/day o Item 100 Origin: Allyn's Point, CT Commodity: Liquid Commodities transported in single compartment MC-307 trailer
Flat Rate/ Destination Charge Loaded Mile ----------- ------ ----------- 01:0104 ME; Corinth, NY; Fulton, NY 01:0111 -$64 + $2.65 01:0103 CT, NH, NJ (Zips 070-079, 085, 086, 088, 089; Nassau -64 + 3.44 and Suffolk counties), NY (points not otherwise listed that are less than 140 highway miles from origin), RI, VT 01:0102 Tildale, GA (Dalton, GA) -64 + 2.22 01:0163 Tyrone, PA -64 + 2.98 01:0101 Points in US (except provided for above) -64 + 2.27 01:0100 Points in Canada -64 + 3.49
Sunday charge not applicable NOTE: Tank cleaning charge of $180 when cleaned for shipments destined for points in Maine. o Denotes Change Page: II-2(AP) Rev 3 Date: 11/05/96 Dow: CLEA: APPENDIX II BULK MOTOR CARRIER CONTRACT THE DOW CHEMICAL COMPANY AND CHEMICAL LEAMAN TANK LINES, INC. Item 200 01:0110 -------- Origin: Allyn's Point, CT Destination: Points in U.S. Commodity: Plastic Pellets o Toll Charge: Tolls outside of rates Miles Flat Charge Rate/Mile ----- ----------- --------- 0 - 300 -$128 + $3.20 301 - 500 -128 + 3.00 501 & Over -128 + 2.85 Item 300 -------- 01:0162 Origin: Allyn's Point, CT Destination: Points in Canada Commodity: Plastic Pellets Rate: -$128 flat charge +$3.10/loaded mile o Toll Charge: Tolls included in rate Item 400 01:0277 -------- Origin: Petrolia, PA Destination: Allyn's Point, CT Commodity: Liquid Commodities in single compartment MC-307 trailer Rate: -$128 flat charge +$1.75/loaded mile Item 500 33:0290 -------- Origin: Allyn's Point, CT Destination: Messena, NY Commodity: Plastic Pellets in single compartment trailers Rate: $1,029/shipment o Denotes Change Page II-3(AP) Rev 2 Date: 12/06/96 Dow: CLEA: APPENDIX II BULK MOTOR CARRIER CONTRACT THE DOW CHEMICAL COMPANY AND CHEMICAL LEAMAN TANK LINES, INC. Item 600 01:0105 -------- Origin: Allyn's Point, CT Destination: Bridgeport, NJ and Deepwater, NJ Commodity: Hazardous Waste, Liquid in dedicated single compartment trailers Rate: $800/shipment Tank Cleaning $200, when cleaned Charge: NOTE: Rate applies to shipments handled in round trip transportation only. Item 700 01:0107 ------- Origin: Allyn's Point, CT Destination: Allyn's Point, CT Commodity: In-plant storage trailers Rate: $650 per month per trailer o Denotes Change Page II-1(B) Rev 1 Date: 6/17/96 Dow: CLEA: APPENDIX II BULK MOTOR CARRIER CONTRACT THE DOW CHEMICAL COMPANY AND CHEMICAL LEAMAN TANK LINES, INC. BALTIMORE o Item 100 01:0112 -------- Origin: Baltimore, MD (Bids Terminal) Commodity: Dry Bulk Miles Flat Charge Rate/Mile ----- ----------- --------- 0 - 100 $ 79 + $3.18 101 - 200 $ 95 + 3.01 201 - 400 $126 + 3.13 401 & Over $ 34 + 3.36 o Item 200 -------- Origin: Baltimore, MD Commodity: Dry Plastic Pellets Destination Rate/Shipment ----------- ------------- 02:0109 Cockeysville, MD $197 01:0182 Winchester, VA 322 Page: II-1(C) Rev 2 Date: 6/17/96 Dow: CLEA: APPENDIX II BULK MOTOR CARRIER CONTRACT THE DOW CHEMICAL COMPANY AND CHEMICAL LEAMAN TANK LINES, INC. CHANNAHON
o Item 100 -------- Origin: Channahon, IL Commodity: Liquid Commodities transported in single compartment MC-307 trailer Flat Rate/ Destination Charge Loaded Mile ----------- ------ ----------- 01:0125 LA -$128 + $1.80 AL, DC, DE, FL, IN, KY, MILES MD, ME, MI, MS, NC, NH, 10 - 150 -128 + 3.00 01:0130 SC, VT, VA 151 & Over -128 + 2.60 01:0272 OH -128 + 2.25 01:0273 OH (Counties of: Meigs, Gallia, Lawrence, Scioto, -128 + 2.60 Pike, Jackson and Vinton) 01:0183 CT, MA, PA, NJ, NY, RI, WV, Ontario -128 + 2.10 01:0184 TN -128 + 2.60 01:0185 Tildale, GA (Dalton, GA) -128 + 1.75 01:0186 GA (all other points) -128 + 2.25 01:0187 TX (Counties of: Brazoria, Chambers, -128 + 1.75 Ft. Bend, Galveston, Harris, Jefferson, and Montgomery) 01:2090 TX (Dallas and Tarrant counties) -128 + 2.25 01:0188 TX (all other points) -128 + 2.50 01:0132 Points in US including Illinois in continuation of -128 + 2.85 an interstate move 01:0271 Points in Manitoba, Alberta, Quebec, British -128 + 3.00 Columbia, Saskatchewan and New Brunswick o Denotes Change
Page: II-1A(C) Rev 1 Date: 6/17/96 Dow: CLEA: APPENDIX II BULK MOTOR CARRIER CONTRACT THE DOW CHEMICAL COMPANY AND CHEMICAL LEAMAN TANK LINES, INC. o Item 150 -------- Origin: Channahon, IL Commodity: Liquid Commodities transported in single compartment MC-307 trailers.
Flat Rate/ Flat Rate/ Destination Charge Loaded Mile Destination Charge Loaded Mile ----------- ------ ----------- ----------- ------ ----------- Detroit, MI -$128 + $2.25 Huron, OH -$128 + $2.15 Fremont, MI -128 + 2.25 Middletown, OH -128 + 1.75 Grand Haven, MI -128 + 2.25 Perrysburg, OH -128 + 2.25 Grand Rapids, MI -128 + 2.25 Solon, OH -128 + 2.15 Holland, MI -128 + 2.25 Strongsville, OH -128 + 2.15 Kalamazoo, MI -128 + 1.75 Tallmadge, OH -128 + 2.15 Midland, MI -128 + 1.75 Toledo, OH -128 + 2.25 Plymouth, MI -128 + 2.25 Twinsburg, OH -128 + 2.15 Pontiac -128 + 2.25 Urbana, OH -128 + 2.15 Saranac, MI -128 + 2.25 Van Wert, OH -128 + 2.25 Utica, MI -128 + 2.25 Xenia, OH -128 + 1.95 Wyoming, MI -128 + 2.25 Warren, MI -128 + 2.25 Canadian Wyandotte, MI -128 + 2.25 Ajax, ON -128 + 1.75 Akron, OH -128 + 2.15 Bramalea, ON -128 + 1.75 Ashtabula, OH -128 + 2.15 Brampton, ON -128 + 1.75 Bedford, OH -128 + 2.15 Concord, ON -128 + 1.75 Berea, OH -128 + 2.15 Downsview, ON -128 + 1.75 Cincinnati, OH -128 + 1.95 Leaside, ON -128 + 1.75 Cleveland, OH -128 + 2.15 Maple, ON -128 + 1.75 Columbus, OH -128 + 2.15 Mississauga, ON -128 + 1.75 Coshocton, OH -128 + 2.15 Mitchell, ON -128 + 2.10 Cuyahoga, OH -128 + 2.15 Oakville, ON -128 + 1.75 Dayton, OH -128 + 1.75 Rexdale, ON -128 + 1.75 Dover, OH -128 + 2.15 Sarnia, ON -128 + 1.75 Evendale, OH -128 + 1.75 Weston, ON -128 + 1.75 Hamilton, OH -128 + 1.75
o Denotes Change Page: II-2(C) Rev 1 Date: 6/17/96 Dow: CLEA: APPENDIX II BULK MOTOR CARRIER CONTRACT THE DOW CHEMICAL COMPANY AND CHEMICAL LEAMAN TANK LINES, INC. o Item 200 -------- Origin: Channahon, IL Commodity: Liquid Commodities transported in single compartment MC-307 trailers. Flat Rate/ Destination Charge Loaded Mile ----------- ------ ----------- 01:0241 Akron, OH -$128 + $3.05 01:0242 Ashtabula, OH -128 + 3.05 01:0243 Bedford, OH -128 + 3.05 01:0244 Berea, OH -128 + 3.05 01:0245 Cincinnati, OH -128 + 3.05 01:0246 Circleville, OH -128 + 3.05 01:0247 Cleveland, OH -128 + 3.05 01:0248 Columbus, OH -128 + 3.05 01:0249 Coshocton, OH -128 + 3.05 01:0250 Cuyahoga, OH -128 + 3.05 01:0251 Dayton, OH -128 + 3.05(1) 01:0252 -128 + 2.50(2) 01:0253 Dover, OH -128 + 3.05 01:0254 Evendale, OH -128 + 3.05(1) 01:0255 -128 + 2.50(2) 01:0256 Hamilton, OH -128 + 3.05(1) 01:0257 -128 + 2.50(2) 01:0258 Huron, OH -128 + 3.05 01:0259 Middletown, OH -128 + 3.05(1) 01:0260 -128 + 2.50(2) 01:0261 Perrysburg, OH -128 + 3.05 01:0262 Solon, OH -128 + 3.05 01:0263 Strongsville, OH -128 + 3.05 01:0264 Tallmadge, OH -128 + 3.05 01:0265 Toledo, OH -128 + 3.05 01:0266 Twinsburg, OH -128 + 3.05 01:0267 Urbana, OH -128 + 3.05 01:0268 Van Wert, OH -128 + 3.05 01:0269 Xania, OH -128 + 3.05 (1) Rate applies if no reload from Pilot/Middletown, OH o Denotes Change (2) Rate applies if trailer reloaded within 24 hour period from Pilot/Middletown, OH o Denotes Change Page: II-3(C) Rev 5 Date: 09/01/96 Dow: CLEA: APPENDIX II BULK MOTOR CARRIER CONTRACT THE DOW CHEMICAL COMPANY AND CHEMICAL LEAMAN TANK LINES, INC. Item 300 01:1001 -------- Origin: Channahon, IL Destination: Mississauga, ON with a stop-off for partial unloading at Fort Erie, ON Commodity: Liquid Commodities Rate: $2,314/shipment Item 400 01:0270 -------- Origin: Channahon, IL Destination: Points in the US and Ontario Commodity: Liquid Commodities transported in multi-compartment MC-307 trailer Rate: -$128 flat charge + $3.05/loaded mile Item 500 01:0280 -------- Origin: Channahon, IL Destination: Points in Manitoba, Alberta, Quebec, British Columbia, Saskatchewan and New Brunswick Commodity: Liquid Commodities transported in multi-compartment MC-307 trailer Rate: -$128 flat charge + $3.18/loaded mile Item 600 01:0600 -------- Origin: Channahon, IL o Destination: Marlborough, MA Midland, MI Commodity: Liquid Commodities in ISO containers Rate: $1.50/running mile; $800/month container lease charge; $10.50/day chassis lease charge Cleaning When cleaned Charges: Item 700 01:0700 -------- Origin: Channelview, TX Destination: Channahon, IL or Joliet, IL Commodity: Liquid Commodities in MC-307 single compartment, rear discharge, reloadable trailers. Rate: -$128 flat charge + $1.75/loaded mile o Denotes Change o Denotes Change Page: II-1(COFC) Rev 5 Date: 10/16/96 Dow: CLEA: APPENDIX II BULK MOTOR CARRIER CONTRACT THE DOW CHEMICAL COMPANY AND CHEMICAL LEAMAN TANK LINES, INC. REPRESENTING UNION PACIFIC BULKTAINER SERVICE Item 100 88:0100 -------- Origin: Pittsburg, CA Destination: Midland, MI Commodity: Waste Tar Rate: $4,665/shipment Cleaning: Actual cost when cleaned when removed from Dow service Item 200 88:0101 -------- Origin: Ludington, MI Destination: Vancouver, WA Commodity: Magnesium Hydroxide, liquid Rate: $3,500/shipment Cleaning: Tank cleaning included in rate Item 300 88:0103 -------- Origin: Middletown, OH Destination: Pittsburg, CA Commodity: Surfactant, liquid Rate: $4,386/shipment Cleaning: Tank cleaning included in rate Item 400 88:0104 -------- Origin: Midland, MI Destination: Pittsburg, CA Commodity: Organophosphorus pesticide Rate: $4,053/shipment Cleaning: Tank cleaning outside of rate Item 500 Moved to MISC Section -------- Effective: 10-16-96 o Denotes Change Page: II-1(COFC) Rev 1 Date: 10/16/96 Dow: CLEA: APPENDIX II BULK MOTOR CARRIER CONTRACT THE DOW CHEMICAL COMPANY AND CHEMICAL LEAMAN TANK LINES, INC. REPRESENTING UNION PACIFIC BULKTAINER SERVICE Item 600 88:0102 ------- Origin: Midland, MI Destination: Pachuta, MS Commodity: Organophosphorus Rate: $3,210/shipment Cleaning: Tank cleaning included in rate o Item 700 88:0105 ------- Origin: Midland, MI Destination: Fresno, CA Commodity: Herbicide, liquid Rate: $4,314/shipment Cleaning: Tank cleaning included in rate o Denotes Change Page: II-1(F) Rev 2 Date: 12/13/96 Dow: CLEA: APPENDIX II BULK MOTOR CARRIER CONTRACT THE DOW CHEMICAL COMPANY AND CHEMICAL LEAMAN TANK LINES, INC. FREEPORT Accessorial Charges: All accessorial charges not specifically covered by Dow Master Contract to be billed per CLEA 100 series. Item 100 04:4005 04:4006 ------- Intraplant Work: When upon request of the shipper, carrier provides a unit for intraplant work, a charge of $45.00/hour, or fraction thereof, shall apply, subject to a 4 hour minimum Monday thru Saturday and 8 hour minimum on Sunday and holidays. o Spotting and/or $55.00 flat charge. If service takes more Pickup Service on than one (1) hour, bill extra time at Tanks & Containers intraplant rate of $45.00/hour, or fraction Spotted for Storage: thereof, subject to 8 hour minimum on Saturdays. Rental Charges: $70/day for plant storage trailers and ISO containers on 20' and 40' chassis. 04:4444 Dry Disconnects: When dry disconnects are required for delivery, an additional charge of $200 will apply to all shipments transported in non- dedicated equipment. Idle Day Charges: $50/day except Saturday, Sunday & Holidays on TDI Trailers 6-245, 6-246, 6-967, 7-263. 05:8954 $50/day except Saturday, Sunday & Holidays on magnesium chloride trailer 8-065. 05:8955 Page: II-2(F) Rev 1 Date: 6/17/96 Dow: CLEA: APPENDIX II BULK MOTOR CARRIER CONTRACT THE DOW CHEMICAL COMPANY AND CHEMICAL LEAMAN TANK LINES, INC. o Item 200 -------- Origin: Points in Texas Commodity: General Chemicals in stainless steel single compartment trailers in non-dedicated, reloadable service.
Destination Flat Charge Rate/Mile ----------- ----------- --------- 04:4500 CT, DE, GA, IL, IN, KY, MA, MD, $ 37 + $2.26 MI (Except Midland), NC, NJ, NY, OH, PA, RI, SC, VA, WI, WV, ON and PQ 04:0400 Canada except ON and PQ 56 + 3.00 04:4505 AL, MS, MO, TN -128 + 2.58 04:4510 CA -128 + 2.60 04:4525 LA -128 + 2.14 04:4515 All other states except TX and as -128 + 2.81 otherwise provided herein Item 300 04:4520 - TDI 04:4521 - Other ------- Origin: Points in Texas Destination: Points in the U.S. and Canada Commodity: Non-reloadable shipments made on a dedicated basis; includes TDI and dry products, magnesium chloride, and bulk containers. Rate: $3.00/loaded mile + $56 Cleaning: $835 on TDI shipments
Page: II-2A(F) Rev 1 Date: 6/17/96 Dow: CLEA: APPENDIX II BULK MOTOR CARRIER CONTRACT THE DOW CHEMICAL COMPANY AND CHEMICAL LEAMAN TANK LINES, INC. o Item 350 -------- Origin: Freeport, TX Commodity: Latex liquid Fixed Destination Rate/Shipment Rate/Mile ----------- ------------- --------- 04:4901 Courtland, AL -$128 + $2.81 04:4902 Mobile, AL -128 + 2.22 04:4903 Naheola, AL -128 + 2.81 04:4904 Pennington, AL -128 + 2.58 04:4905 Crossett, AR -128 + 2.60 04:4906 Ft. Smith, AR -128 + 3.18* 04:4907 San Marcos, CA -128 + 2.60 04:4908 Tucker, GA -128 + 2.45 04:4909 St. Francisville, LA -128 + 2.14 04:4910 Midland, MI -128 + 1.75 04:4911 Canton, OH -128 + 2.39 04:4912 N. Philadelphia, OH -128 + 2.39 04:4913 Portland, OR -128 + 2.81 04:4914 Aiken, SC -128 + 2.42 04:4915 Evadale, TX 759 -- 04:4916 Houston, TX 401 -- 04:4917 Pasadena, TX 440 -- Canadian -------- 04:4918 Varennes, PQ -128 + 1.75 *Requires center unload trailer Page: II-3(F) Rev 1 Date: 6/17/96 Dow: CLEA: APPENDIX II BULK MOTOR CARRIER CONTRACT THE DOW CHEMICAL COMPANY AND CHEMICAL LEAMAN TANK LINES, INC. o Item 400 04:4521 -------- Origin: Points in Texas Destination: Points in Mexico Commodity: Liquid Commodities Rate: $3.00/loaded mile + $56 On shipments to Mexico to be transported via the international boundary at any point in Texas, an extra charge of $200/round trip crossing will be applicable in addition to all other charges. o Item 500 04:4590 -------- Origin: Points in Texas Destination: Points in U.S. (except Texas) and Canada Commodity: Liquid Commodities transported in multi-compartment trailer. Rate: -$128 flat charge + $2.85/loaded mile o Item 600 04:4527 -------- Between: Freeport, TX and Ports of Barbours Cut, Galveston and Houston, TX Commodity: Freight All Kinds Rate: $174/tank container Page: II-4(F) Rev 1 Date: 6/17/96 Dow: CLEA: APPENDIX II BULK MOTOR CARRIER CONTRACT THE DOW CHEMICAL COMPANY AND CHEMICAL LEAMAN TANK LINES, INC. o Item 700 04:4593 -------- Origin: Freeport, TX Destination: Mahrt, AL Commodity: Latex in single compartment trailer Rate: $1,783/shipment o Item 800 04:4592 -------- Origin: Pasadena, TX Destination: Anderson, IN Commodity: Chemicals, NOI Rate: -$128 flat charge + $2.20/loaded mile Item 900 -------- o Item 1000 04:4000 --------- Origin: Freeport, TX Destination: Rochester, NY Commodity: Liquid Commodities in single compartment, MC-307 trailer. Rate: $3,514/shipment Page: II-5(F) Rev 1 Date: 6/17/96 Dow: CLEA: APPENDIX II BULK MOTOR CARRIER CONTRACT THE DOW CHEMICAL COMPANY AND CHEMICAL LEAMAN TANK LINES, INC. o Item 1100 --------- Origin: Freeport, TX Commodity: Liquid Chelating compounds in single compartment trailer Tank $125 when cleaned Cleaning: Stop-off $185 per stop for all stops after the first. Charge: Destination Flat Charge Rate/Mile ----------- ----------- --------- 04:4063 Tildale, GA (Dalton, GA) -$128 + $1.75 04:4602 Chattanooga, TN -128 + 1.98 04:4604 Chattanooga, TN to Tildale, GA $215/shipment (Dalton, GA) (continuation) o Item 1200 04:4591 --------- Origin: Brownsville, TX Destination: Bayport, TX; Houston, TX (Zip 770); and Seabrook, TX (Zip 775) In continuation of movement originating in Lerma Poluca, MX Commodity: Polyglycol, Polyethylene Glycol Rate: $624/shipment Cleaning: $300 - special preparation in Mexico o Item 1300 04:4004 --------- Origin: Chicago, IL (Zip 606); Wellford, SC (Zip 293) Destination: Freeport, TX Commodity: Liquid Commodities in single compartment MC-307 trailer Rate: -$128 flat charge + $1.75/loaded mile o Item 1400 04:4003 --------- Origin: New Albany, IN Destination: Freeport, TX Commodity: Liquid Commodities in single compartment MC-307 trailer Rate: -$128 flat charge + $1.80/loaded mile Page: II-6(F) Rev 2 Date: 12/01/96 Dow: CLEA: APPENDIX II BULK MOTOR CARRIER CONTRACT THE DOW CHEMICAL COMPANY AND CHEMICAL LEAMAN TANK LINES, INC. o Item 1500 04:1500 --------- Origin: Points in U.S. excluding Texas Destination: Freeport, TX Commodity: Liquid Commodities in MC-307 trailer (reloadable 2/1 type only) Rate: -$128 flat charge + $1.75/loaded mile o Item 1600 04:4037 --------- Origin: Freeport, TX Destination: Channelview, TX Commodity: Liquid Commodities in MC-307 trailers Rate: $360/shipment o Item 1700 Reserved for future use --------- o Item 1800 Reserved for future use ---------
Page: II-7(F) NEW Date: 12/01/96 Dow: CLEA: APPENDIX II BULK MOTOR CARRIER CONTRACT THE DOW CHEMICAL COMPANY AND CHEMICAL LEAMAN TANK LINES, INC. Item 1900 --------- Origin: Freeport, TX Commodity: Liquid Commodities in MC-307 trailers Destination Rate/Shipment ----------- ------------- 04:4010 Austin, TX $ 650 04:4011 Bayport, TX 360 04:0412 Baytown, TX 370 04:0413 Brenham, TX 455 04:0414 Carrollton, TX 912 04:0415 Dallas, TX 875 04:0416 Dayton, TX 405 04:0417 Deer Park, TX 350 04:0418 El Paso, TX 2,073 04:0419 Evadale, TX 650 04:0420 Fort Worth, TX 912 04:0421 Freeport, TX 350 04:0422 Fresno, TX 350 04:0423 Garland, TX 912 04:0424 Grand Prairie, TX 912 04:0425 Houston, TX 350 04:0426 La Porte, TX 360 04:0427 Lewisville, TX 912 04:0428 Mesquite, TX 912 04:0429 Odessa, TX 1,425 04:0430 Pasadena, TX 350 04:0431 Port Arthur, TX 525 04:0432 San Antonio, TX 703 04:0433 Spring, TX 370 04:0434 Sugarland, TX 350 04:0435 Terrell, TX 855 04:0436 Victoria, TX 767 Page: II-1(L/M) Rev 2 Date: 6/17/96 Dow: CLEA: APPENDIX II BULK MOTOR CARRIER CONTRACT THE DOW CHEMICAL COMPANY AND CHEMICAL LEAMAN TANK LINES, INC. LOCKLAND/MIDDLETOWN ------------------- o Item 100 - ---------- Origin: Lockland, OH and Middletown, OH Commodity: Liquid Commodities transported in single compartment MC-307 trailer Tank Cleaning: $125 when cleaned on DOWFAX* solution
Flat Rate / Flat Rate/ Destination Charge Loaded Mile Destination Charge Loaded Mile ----------- ------ ----------- ----------- ------ ----------- Pittsburg, CA -$128 + $2.25 Monaca, PA -$128 + $2.15 Allyn's Point, CT -128 + 1.75 Greenville, SC 765 Cheswold, DE -128 + 3.55(1) Freeport, TX -128 + 1.75 Calhoun, GA -128 + 2.12 Milwaukee, WI -128 + 2.21 Cartersville, GA -128 + 1.91 New Berlin, WI 1,121 Dalton, GA -128 + 3.85(1) Doraville, GA -128 + 1.95 Kensington, GA -128 + 3.85(1) Canadian Rates Norcross, GA -128 + 1.95 Sarnia, ON -128 + 1.75 Rabun Gap, GA 722 Valleyfield, PQ -128 + 1.75 Tildale, GA -128 + 2.12 Varennes, PQ -128 + 1.75 Bettendorf, IA 1,235 Council Bluffs, IA 2,153 Des Moines, IA 1,748 Berwyn, IL -128 + 1.88 Niles, IL 539 Kansas City, KS -128 + 3.10 Louisville, KY 312 Baltimore, MD 1,085 Wyoming, MI 523 Lakeville, MN -128 + 2.63 Berkeley, MO 659 (1)Requires tite-fill trailer Charlotte, NC -128 + 2.10 Buffalo, NY 1,029 *Trademark of The Dow Chemical Company Cincinnati, OH 272 Middletown, OH 222 Bedford, PA 882 Coraopolis, PA 492 o Denotes Change
Page: II-2(L/M) Rev 2 Date: 6/17/96 Dow: CLEA: APPENDIX II BULK MOTOR CARRIER CONTRACT THE DOW CHEMICAL COMPANY AND CHEMICAL LEAMAN TANK LINES, INC. o Item 200 01:2100 -------- Origin: Lockland, OH and Middletown, OH Destination: Points in US (except AK, HI & OH) and points in Item 100 Commodity: Liquid Commodities transported in MC-307 trailer and multi- compartment trailers. Rate: -$128 flat charge + $2.85/loaded mile o Item 300 33:0337 -------- Origin: Middletown, OH Destination: Texas counties of Brazoria and Harris Commodity: Liquid Commodities transported in single compartment MC-307 trailer Rate: -$128 flat charge + $1.75/loaded mile o Item 400 -------- Origin: Middletown, OH Commodity: Liquid DOWFAX* solution in single compartment trailer Tank $125 when cleaned Cleaning:
Destination Flat Charge Rate/Mile ----------- ----------- --------- 03:0313 Tildale, GA (Dalton, GA) -$128 + $2.12 03:0312 Chattanooga, TN -128 + 2.21 03:0314 Chattanooga, TN to Tildale, GA $215/shipment 03:0315 (continuation) or 185(1)
(1) Rate applies when two (2) or more loads are transported on the same day, by the same driver, same equipment without delay between loads. o Denotes Change *Trademark of The Dow Chemical Company o Denotes Change Page: II-3(L/M) NEW Date: 8/7/95 Dow: CLEA: APPENDIX II BULK MOTOR CARRIER CONTRACT THE DOW CHEMICAL COMPANY AND CHEMICAL LEAMAN TANK LINES, INC. Item 500 50:5000 -------- Origin: Louisville, KY Destination: Lockland, OH and Middletown, OH Equipment: Multi-compartment trailer Rate: $1.30/dead head mile o Denotes Change Page: II-1(LB) Date: 5/1/95 Dow: CLEA: APPENDIX II BULK MOTOR CARRIER CONTRACT THE DOW CHEMICAL COMPANY AND CHEMICAL LEAMAN TANK LINES, INC. LONG BEACH AND/OR TERMINAL ISLAND --------------------------------- RULES: Except as otherwise specifically provided, Appendix I. ----- ACCESSORIAL CHARGES: All accessorial charges not specifically covered by Dow ------------------- Master Contract to be billed per CLEA 100 series. DEDICATED TRAILER CHARGE: $1,600/month/trailer on general service units for Papi, ------------------------- Isocyanates, Polyol and TELONE*. 40:4002 TANK CLEANING: Actual cost on the following products: Papi, -------------- Isocyanates, Polyols, TELONE, hazardous and non- hazardous waste. RATE MAKING MILES: Latest Rand McNally MileMaker for interstate traffic, ------------------ DTBCA and Leonard's Metropolitan Zone on intrastate traffic. Item 50 01:5064 ------- Intraplant Service: When upon request of the shipper, carrier provides a unit for intraplant work at Dow facility in Long Beach, CA and Torrance, CA, a charge of $55/hour, or fraction thereof, shall apply subject to a 4 hour minimum at Long Beach, CA. Time shall begin when carrier's equipment leaves its terminal and continue until equipment is returned to terminal from which dispatched. Tank Cleaning: $200 *Trademark of The Dow Chemical Company
Page: II-1A(LB) Rev 2 Date: 8/15/96 Dow: CLEA: APPENDIX II BULK MOTOR CARRIER CONTRACT THE DOW CHEMICAL COMPANY AND CHEMICAL LEAMAN TANK LINES, INC. o Item 100 -------- Entire item canceled. Page: II-2(LB) Rev 2 Date: 8/15/96 Dow: CLEA: APPENDIX II BULK MOTOR CARRIER CONTRACT THE DOW CHEMICAL COMPANY AND CHEMICAL LEAMAN TANK LINES, INC. o Item 200 -------- Entire item canceled. Page: II-2A(LB) Rev 2 Date: 8/15/96 Dow: CLEA: APPENDIX II BULK MOTOR CARRIER CONTRACT THE DOW CHEMICAL COMPANY AND CHEMICAL LEAMAN TANK LINES, INC. o Item 300 -------- Entire item canceled. Page: II-3(LB) Rev 2 Date: 8/15/96 Dow: CLEA: APPENDIX II BULK MOTOR CARRIER CONTRACT THE DOW CHEMICAL COMPANY AND CHEMICAL LEAMAN TANK LINES, INC. o Item 400 -------- Entire item canceled. o Item 500 -------- Entire item canceled. o Item 550 -------- Entire item canceled. Page: II-4(LB) Rev 2 Date: 8/15/96 Dow: CLEA: APPENDIX II BULK MOTOR CARRIER CONTRACT THE DOW CHEMICAL COMPANY AND CHEMICAL LEAMAN TANK LINES, INC. Item 600 05:5005 05:5006 -------- Origin: Long Beach, CA; Terminal Island, CA Destination: Points in Mexico Commodity: Liquid Commodities Rate: -$45 flat charge + $3.88/loaded mile o Item 700 -------- Entire item canceled. o Item 800 -------- Entire item canceled. Page: II-1(L) Rev 1 Date: 6/17/96 Dow: CLEA: APPENDIX II BULK MOTOR CARRIER CONTRACT THE DOW CHEMICAL COMPANY AND CHEMICAL LEAMAN TANK LINES, INC. LUDINGTON --------- TOLL CHARGES APPLICABLE FROM/TO LUDINGTON, MI - --------------------------------------------- Rates herein do not include charges for the use of Toll Road, Bridges, Ferries or Tunnels shown below. When, at the request of the shipper, Toll Road Facilities are used, the charges will be paid by the carrier and shown on the freight bill as advanced charges and supported by a receipt substantiating such charges have been paid. Such charges are to be in addition to the rate and all other lawful charges: $10/round trip crossing at toll bridges, ferries, or tunnels. Item 100 -------- Origin: Ludington, MI Commodity: Liquid Magnesium hydroxide
Flat Rate/ Destination Charge Loaded Mile ----------- ------ ----------- 01:1010 AL, GA, KY, NC, NY, OH, PA, SC, TN -$128 + $2.46 01:1011 AZ, CA, CO, ID, MT, NM, NV, OR, UT, WA, WY -128 + 3.41 01:1012 AR, MS, TX (points not named below) -128 + 2.29 01:1013 CT, DE, MA, MD, NJ, RI, VA, WV -128 + 2.17 01:1014 FL, IL, IN, ME, NH, VT -128 + 2.93 01:1015 IA, KS, MN, MO, ND, NE, OK, SD, WI -128 + 3.02 01:1016 LA and points in TX (counties of Brazoria, Camp, -128 + 1.79 Chambers, Dallas, Fort Bend, Galveston, Harris, Jefferson, Montgomery, Orange and Tarrant) 01:1017 Ontario -128 + 2.53 01:1018 Quebec -128 + 3.09 01:1019 New Brunswick and Nova Scotia -128 + 3.69
Page: II-1(MI) NEW Date: 6/17/96 Dow: CLEA: APPENDIX II BULK MOTOR CARRIER CONTRACT THE DOW CHEMICAL COMPANY AND CHEMICAL LEAMAN TANK LINES, INC. MICHIGAN -------- Item 100 01:2000 -------- Origin: Midland, MI Commodity: Hydrochloric Muriatic Rate/CWT Destination 45M# MIN. ----------- --------- Dearborn, MI 78 River Rouge, MI 78 Item 200 01:4000 -------- Origin: Midland, MI Commodity: Dimethyl-Hydrolyzate Polydimethyl-Siloxane Destination: Adrian, MI Rate/CWT: 79 45M# MIN. Page: II-2(MI) NEW Date: 6/17/96 Dow: CLEA: APPENDIX II BULK MOTOR CARRIER CONTRACT THE DOW CHEMICAL COMPANY AND CHEMICAL LEAMAN TANK LINES, INC. Item 300 -------- Origin: Midland, MI Commodity: Liquid Commodities Destination Rate/CWT ----------- -------- 01:6000 Battle Creek, MI 90 40M# MIN. 89 45M# MIN. 87 50M# MIN. 01:6001 Escanaba, MI 198 40M# MIN. 193 50M# MIN. 184 60M# MIN. 01:6002 Gross, MI 198 40M# MIN. 193 50M# MIN. 184 60M# MIN. 01:6003 Kalamazoo, MI 109 40M# MIN. 106 50M# MIN. 01:6004 Munising, MI 208 50M# MIN. 147 75M# MIN. 01:6005 Muskegon, MI 92 45M# MIN. 90 50M# MIN. 85 60M# MIN. 80 70M# MIN. 01:6006 Plainwell, MI 109 40M# MIN. 108 45M# MIN. 106 50M# MIN. 01:6007 Port Huron, MI 92 45M# MIN. 90 50M# MIN. 85 60M# MIN. 80 70M# MIN. 01:9000 Alpena, MI $550 Rate per shipment Page: II-3(MI) NEW Date: 06/17/96 Dow: CLEA: APPENDIX II BULK MOTOR CARRIER CONTRACT THE DOW CHEMICAL COMPANY AND CHEMICAL LEAMAN TANK LINES, INC. Item 400 02:0001 - -------- Territorial Application: Between various Michigan points Commodity: Commodities in bulk
RATES RATES RATES ----- ----- ----- MILES (40) (45) MILES (40) (45) MILES (40) (45) - ----- ---- ---- ----- ---- ---- ----- ---- ---- 5 13 14 170 139 135 335 281 270 10 18 18 175 143 138 340 285 274 15 23 23 180 146 143 345 289 279 20 29 28 185 150 146 350 293 282 25 34 34 190 153 149 355 298 286 30 39 39 195 157 153 360 301 290 35 40 10 200 161 156 365 305 293 40 45 44 205 172 167 370 308 297 45 48 47 210 181 176 375 312 301 50 52 52 215 189 183 380 315 305 55 55 54 220 193 186 385 320 308 60 59 58 225 196 191 390 324 312 65 62 61 230 200 194 395 327 315 70 66 65 235 204 198 400 331 319 75 69 68 240 208 201 405 333 320 80 74 72 245 212 205 410 335 322 85 78 76 250 215 208 415 338 327 90 81 81 255 219 212 420 343 331 95 84 83 260 223 216 425 347 334 100 88 87 265 226 219 430 351 338 105 92 91 270 231 223 435 355 342 110 96 94 275 235 227 440 359 345 115 100 99 280 238 230 445 363 350 120 104 102 285 242 235 450 368 354 125 107 105 290 246 238 455 371 357 130 110 108 295 249 241 460 375 361 135 114 111 300 254 245 465 379 365 140 118 114 305 258 248 470 383 369 145 121 118 310 261 252 475 386 373 150 124 122 315 265 256 480 391 377 155 128 125 320 269 260 485 395 380 160 132 129 325 272 263 490 399 384 165 135 132 330 277 267 495 403 388
Page: II-1(M) Date: 5/1/95 Dow: CLEA: APPENDIX II BULK MOTOR CARRIER CONTRACT THE DOW CHEMICAL COMPANY AND CHEMICAL LEAMAN TANK LINES, INC. MIDLAND DETENTION EXCEPTION: Detention at Dow's plant site in Midland, MI shall be waived between 8:00 AM and 5:00 PM Monday thru Friday (except holidays) when loading and/or unloading is provided by the Midland domiciled city drivers. Time before 8:00 AM and after 5:00 PM will be subject to the Dow Standard Accessorial Chart except no free time shall be allowed. This exception does not apply when loading or unloading is performed by system drivers or Midland road drivers on a live load basis. TANK CLEANING (Midland only): $75 for SILTHERM* TOLL CHARGES APPLICABLE FROM/TO MIDLAND, MI AND BAY CITY. MI Rates herein do not include charges for the use of Toll Road, Bridges, Ferries or Tunnels shown below. When, at the request of the shipper, Toll Road Facilities are used, the charges will be paid by the carrier and shown on the freight bill as advanced charges and supported by a receipt substantiating such charges have been paid. Such charges are to be in addition to the rate and all other lawful charges: $10/round trip crossing at toll bridges, ferries, or tunnels. Item 100 01:2050 - -------- Between: Midland, Mi or Bay City, MI and Points in Louisiana and Texas Commodity: Liquid Chemicals in carrier provided (non-dedicated) single compartment stainless steel, insulated MC-307 trailer handled in continuous movements. Rate: $1.75/running mile, terminal-to-terminal *Trademark of The Dow Chemical Company o Denotes Change Page: II-2(M) Rev 5 Date: 12/13/96 Dow: CLEA: APPENDIX II BULK MOTOR CARRIER CONTRACT THE DOW CHEMICAL COMPANY AND CHEMICAL LEAMAN TANK LINES, INC. Item 200 - -------- Origin: Midland, MI Commodity: Liquid Commodities transported in non-dedicated, single compartment MC-307 reloadable trailer.
Rate/Loaded Mile --------------------------------------------- Destination Flat Chg Column 1 Flat Chg Column 2 ----------- -------- -------- -------- -------- 03:0327 LA, IX -$128 + $1.75 -$128 + $2.01 03:0334 03:0328 AL, AR, CT, DE, FL, GA, IL, KY, MD, -128 + 2.15 -128 + 2.47 03:0335 MA, MS, NC, NJ, NY, OH, PA, RI, SC, TN, VA, WV 03:0329 CA -128 + 2.22 -128 + 2.55 03:0336 03:0330 MO, NH, WI -128 + 2.32 -128 + 2.67 03:0337 03:0331 AZ, IA, KS, ME, NB, NM, OK, ON, PQ -128 + 2.52 -128 + 2.90 03:0338 03:0332 IN -128 + 2.76 -128 + 3.17 03:0339 03:0333 AK, AB, BC, MB, MN, MT, NE, SK, WA -128 + 3.02 -128 + 3.47 03:0340
Load Count Guarantee: --------------------- Mon-Sat: 28 loads/day, +/-20% Sat-Sun: 6 loads/day, +/-20% Penalty: 15% surcharge for all orders in excess of maximum or -------- less than minimum load count guarantee. Note: 1. Column 1 represents rates used when load count target numbers have been met; Column 2 represents penalty rates for falling short or exceeding targeted load counts. 2. Rates apply for Aqueous Acrylamide Solution for the account of Flocryl: c/o Commercial Traffic, P.O. Box 30832, Cleveland, OH 44130 Item 300 01:0005 -------- o Origin: Between Midland, MI and Bay City, MI and Harbor Beach, MI and Destination: Points in the U.S. (except MI, AK, HI) and Canada Commodity: LIQUID AND DRY CHEMICALS (not specified in Item 200) transported in single compartment, non-reloadable or multi-compartment trailers. Miles Flat Charge Rate/Loaded Mile ----------- ----------- ---------------- 0 - 100 $184 + $2.85 101 - 200 202 + 2.69 201 - 400 138 + 3.05 401 - 800 137 + 3.10 801 - 1000 284 + 2.93 1001 - Over 204 + 3.00 Cleaning: Rate of $190/load on Intrastate Michigan moves of latex liquid only. o Denotes Change Page: II-3(M) Rev 3 Date: 6/17/96 Dow: CLEA: APPENDIX II BULK MOTOR CARRIER CONTRACT THE DOW CHEMICAL COMPANY AND CHEMICAL LEAMAN TANK LINES, INC. o Item 400 -------- Origin: Midland, MI and Bay City, MI Commodity: Monochloroacetic and alpha monochloropropionic butylene oxide, chloroacetyl chloride, DURSBAN*, glacial acrylic acid, monochloroacetic acid and telone transported in dedicated trailer. Destination Rate/Shipment ----------- ------------- 01:1408 Theodore, AL $2,998 01:0016 Lake Charles, LA 3,959 01:1406 Taft, LA 3,130 01:0011 Greenville, NC 3,272 01:0010 Dayton, NJ 2,649 03:0306 Waterloo, NY 1,307 03:0311 Beaumont, TX 3,920 01:0012 Hopewell, VA 2,579 01:0018 Sarnia, ON 614 01:0020 Tillsonburg, ON 939 o Item 500 01:3808 -------- Origin: Midland, MI Destination: Pittsburg, CA Commodity: LORSBAN* in dedicated container Rate: $4,613/shipment o Item 600 03:0341 -------- Origin: Midland, MI and Bay City, MI Destination: Colorado, Utah, Nevada and Idaho Commodity: Liquid Commodities in single compartment MC-307 trailer. Rate: -$128 flat charge + $3.02/loaded mile *Trademark of The Dow Chemical Company o Denotes Change Page: II-4(M) Rev 2 Date: 6/17/96 Dow: CLEA: APPENDIX II BULK MOTOR CARRIER CONTRACT THE DOW CHEMICAL COMPANY AND CHEMICAL LEAMAN TANK LINES, INC. Item 700 01:8951 -------- Origin: Midland, MI Destination: Midland, MI Commodity: Chassis idle day charges Rate: $16/day (7 days/week) Applies on Chassis #TOLZ 62048 and #NLSZ 021057-9 o Item 800 01:3300 -------- Between: Dow Chemical at Midland, MI to the Port of New York/New Jersey piers with an empty container and return to Midland, MI with a loaded container. Commodity: Methylacrylontrile in shipper-owned container Rate: $2,700/round trip Chassis $15/day includes maintenance and tires to Dow specification Charge: o Item 900 01:2012 -------- Origin: Bay City, MI Destination: Sarnia, ON Commodity: Calcium Chloride when transported in MC-306 or MC-312 rubber-lined trailer Rate: -$92 flat charge + $3.55/loaded mile o Item 1000 03:0322 --------- Origin: Points in U.S. excluding Michigan Destination: Midland, MI and Bay City, MI Commodity: Liquid Commodities in MC-307 trailer (reloadable 2/1 type only) Rate: -$128 flat charge + $1.75/loaded mile o Denotes Change Page: II-5(M) Rev 2 Date: 6/17/96 Dow: CLEA: APPENDIX II BULK MOTOR CARRIER CONTRACT THE DOW CHEMICAL COMPANY AND CHEMICAL LEAMAN TANK LINES, INC. o Item 1100 01:2009 --------- Origin: Bay Minette, AL Destination: Midland, MI Commodity: Liquid Chemicals in shipper-owned container on carrier provided chassis Rate: $3,154/shipment No allowance for use of shipper-provided chassis. o Item 1150 01:1150 --------- Origin: Midland, MI** Destination: Midland, MI Commodity: Diethylbenzene Rate: $4,084/shipment **NOTE: This rate is based on loading diethylbenzene in Midland, MI proceeding to Bay Minette, AL for addition of 1300 lbs. of inhibitor, then proceed to Geismar, LA for addition of 1500 lbs of another inhibitor, then returning to Midland with approximately 42M lbs of total product. o Item 1200 01:3059 --------- Origin: Claymont, DE Destination: Midland, MI Commodity: Ethylene when transported in cryogenic trailer Rate: $3,105; cleaning does not apply o Item 1300 01:2010 --------- Origin: Vicksburg, MS Destination: Midland, MI Commodity: Liquid Chemicals in shipper-owned container on carrier provided chassis Rate: $3,267/shipment o Item 1400 01:0025 --------- Origin: Clearlake, TX; Deer Park, TX; Freeport, TX and Taft, LA Destination: Midland, MI Commodity: Glacial Acrylic Acid in a specially designed trailer Rate: $2,962/shipment; Cleaning does not apply This rate applies only with a MI down-bound shipment to TX or LA. o Denotes Change Page: II-6(M) Rev 2 Date: 9/1/96 Dow: CLEA: APPENDIX II BULK MOTOR CARRIER CONTRACT THE DOW CHEMICAL COMPANY AND CHEMICAL LEAMAN TANK LINES, INC. Item 1500 03:0309 --------- Origin: Sarnia, ON Destination: Midland, MI Commodity: Liquid Chemicals NOI in non-dedicated single compartment trailer. Rate: $32 flat charge + $2.50/mile Item 1600 03:0326 --------- Origin: Delaware City, DE Destination: Muskegon, MI Commodity: Liquid Commodities in MC-307 trailer Rate: -$128 flat charge + $2.05/loaded mile This rate applies only on inbound shipments for Dow. Tank $125 when cleaned Cleaning: o Item 1700 --------- Entire item canceled. Item 1800 03:0307 --------- Origin: Midland, MI Destination: Pittsburg, KS Commodity: Chloroacetyl Chloride in shipper-owned ISO container Rate: $2,575/shipment Tank cleaning not applicable. o Denotes Change Page: II-7(M) Rev 1 Date: 6/17/96 Dow: CLEA: APPENDIX II BULK MOTOR CARRIER CONTRACT THE DOW CHEMICAL COMPANY AND CHEMICAL LEAMAN TANK LINES, INC. o Item 1900 03:0305 --------- Origin: Midland, MI Destination: Detroit, MI Commodity: Commodities in shipper provided ISO container Rate: $413 Rate includes 2-1/2 hours for loading When a chassis is delayed beyond the free time, a charge of $15/chassis will be made for each 24 hours period or fraction thereof and will apply in addition to all other applicable charges. Tank cleaning not applicable. Item 2000 02:0106 --------- Origin: Detroit, MI Destination: Midland, MI Commodity: Empty ISO containers Rate: $90/container Rate applies on repositioning an empty ISO container in conjunction with the movement of a loaded ISO in Item 1900. o Item 2100 03:0303 --------- Origin: Midland, MI Destination: Points in US and Canada Commodity: Liquid Commodities transported in shipper provided ISO container and chassis. Rate: $1.41/running mile, terminal-to-terminal; $15/day/chassis Rate applies on shipper-owned container. o Denotes Change Page: II-8(M) Rev 5 Date: 02/17/97 Dow: CLEA: APPENDIX II BULK MOTOR CARRIER CONTRACT THE DOW CHEMICAL COMPANY AND CHEMICAL LEAMAN TANK LINES, INC. Item 2300 01:0302 --------- Origin: Winder, GA Destination: Midland, MI Commodity: Sodium Lauryl Sulphate in single compartment MC-307 trailers Rate: -$128 flat charge + $1.75/loaded mile Item 2400 03:0345 --------- Origin: Midland, MI Destination: Marlborough, MA Commodity: Liquid Commodities in dedicated single compartment MC-307 trailers Rate: -$128 flat charge + $3.00/loaded mile NOTE: Traffic to be routed through Sarnia, ON Hand Additional $75 Cleaning Charge: Item 2500 01:2400 --------- Origin: Castle Hang, NC Destination: Midland, MI Commodity: Sodium bichromate Rate: -$128 flat charge + $1.75/loaded mile Cleaning: $450 o Item 2600 01:2401 --------- Origin: Midland, MI Destination: Muskegon, MI Commodity: Phosphorous Oxychloride in Shipper Provided ISO Container/Chassis Rate: $610/shipment o Denotes Change Page: II-1(MISC) Rev 1 Date: 06/17/96 Dow: CLEA: APPENDIX II BULK MOTOR CARRIER CONTRACT THE DOW CHEMICAL COMPANY AND CHEMICAL LEAMAN TANK LINES, INC. MISCELLANEOUS Item 100 33:0338 -------- Origin: Chattanooga, TN Destination: Champaign, IL Commodity: Liquid Commodities in single compartment MC-307 trailers Rate: $1.90/loaded mile Item 200 01:1100 -------- Origin: Delaware Water Gap, PA Destination: Houston, TX Commodity: Ammonium Phosphate; potassium phosphate Rate: $1.42/loaded mile Item 300 11:1185 -------- Origin: Wilmington, NC Destination: Columbus, OH Commodity: Liquid Commodities in single compartment MC-307 trailer Rate: $1,017/shipment Item 400 03:0342 -------- Origin: Haverhill, OH Destination: Rotterdam Junction, NY Commodity: Liquid Phenol in single compartment trailers Rate: $2.12/loaded mile Item 500 01:0301 -------- Origin: Shadeland, IN or Lafayette, IN Destination: Port Allen, LA or Baton Rouge, LA Commodity: Fermentation Fluids in ISO containers Rate: $1.48/loaded mile per round-trip shipment Note: Rate to include mileage from and return to depot storage yard in Chicago, IL Spotting: $75 per 24 hour period included in rate o Denotes Change Page: II-2(MISC) Rev 9 Date: 04/24/97 Dow: CLEA: APPENDIX II BULK MOTOR CARRIER CONTRACT THE DOW CHEMICAL COMPANY AND CHEMICAL LEAMAN TANK LINES, INC. Item 600 -------- Origin: Solvay, NY Commodity: Plastic Pellets Destination Rate/Shipment ----------- ------------- 60:2200 Erie, PA $738 60:2201 Paterson, NJ 733 Item 700 -------- Origin: Philadelphia, PA Commodity: Magnesium Hydroxide Liquid Cleaning When cleaned Charges: Destination Rate/Shipment ----------- ------------- 70:0106 Chester, VA $500 70:0100 Clifton, NJ 372 70:0109 Hackettstown, NJ 322 70:0104 Lancaster, PA 292 70:0107 Monroe, NC 2.30/loaded mile 70:0102 Newark, NJ 322 70:0103 Nutley, NJ 372 70:0108 Raleigh, NC 2.38/loaded mile 70:0101 Ridgefield Park, NJ 372 70:0105 Scranton, PA 442 70:0110 Waterbury, CT 3.61/Loaded mile Item 800 -------- Origin: Richmond, VA Commodity: Magnesium Hydroxide liquid Destination Flat Charge Rate/Shipment ----------- ----------- ------------- 80:0100 Chester, VA $372 80:0103 Richmond, VA 372 80:0101 Monroe, NC -128 + $2.75 80:0102 Netcong, NJ -128 + 2.30 80:0104 Newark, NJ -128 + 2.30 o Denotes Change Page: II-3(MISC) Rev 6 Date: 03/17/97 Dow: CLEA: APPENDIX II BULK MOTOR CARRIER CONTRACT THE DOW CHEMICAL COMPANY AND CHEMICAL LEAMAN TANK LINES, INC. Item 900 01:0900 -------- Origin: Charleston, SC Destination: Sarnia, ON Commodity: Liquid Commodities in MC-307 single compartment, reloadable trailers Rate: -$128 flat charge + $1.75/loaded mile Item 1000 --------- Origin: Granite City, IL Destination: Points in the U.S. Commodity: Calcium Chloride Liquid Miles Flat Charge Rate/Loaded Mile ----- ----------- ---------------- 10:0100 30 - 100 $ 83 + $2.30 10:0101 101 - 240 -2 + 3.07 241 - Over -128 + 3.45 Item 1100 --------- Origin: Chicago, IL Commodity: Caustic Soda Solution, liquid Cleaning: When cleaned Miles Flat Charge Rate/Loaded Mile ----- ----------- ---------------- 40:1500 30 - 100 $ 83 + $2.30 40:1501 101 - 240 -2 + 3.07 241 & Over -128 + 3.45 Item 1200 22:2209 --------- Origin: Louisville, KY Destination: Lebanon, KY (Worthington Industries) Commodity: Liquid Calcium Chloride in dedicated, single compartment, MC-306 aluminum trailers o Rate: $314/shipment Cleaning: Actual cost, when cleaned. Note: Tank cleaning to be reviewed after initial 3-5 cleans to determine contract bill amount to be published. o Denotes Change Page: II-4(MISC) Rev 1 Date: 03/19/97 Dow: CLEA: APPENDIX II BULK MOTOR CARRIER CONTRACT THE DOW CHEMICAL COMPANY AND CHEMICAL LEAMAN TANK LINES, INC. Item 1300 --------- Origin: Pittsburgh, PA Commodity: Liquid Magnesium Hydroxide in MC-307, single compartment, trailers Cleaning When cleaned Charges: Destination Rate/Shipment ----------- ------------- 22:2210 Adrian, PA $332 22:2211 Albright, WV 435 22:2212 Maidsville, WV 360 22:2213 Morgantown, WV 360 22:2214 Parkersburg, WV 575 o Item 1400 22:2215 --------- Origin: Crosby, TX and Houston, TX Destination: Brownsville, TX and Laredo, TX (for furtherance to points in Mexico) Commodity: Liquid Commodities in MC-307 single compartment trailers Rate: $3.30/loaded mile Accessorial $200/round-trip border crossing fee Charges: $50/per day trailer rental fee: days 1-7 $130/per day trailer rental fee: days: 8 or more Note: Trailer rental fee application: $130/day fee applies for 8 or more days if trailer held at consignee. If trailer delayed by Mexican carrier, trailer rental fee does NOT apply. Responsibility of CLTL to secure from Mexican carrier. o Denotes Change Page: II-1(NH) Rev 1 Date: 6/17/96 Dow: CLEA: APPENDIX II BULK MOTOR CARRIER CONTRACT THE DOW CHEMICAL COMPANY AND CHEMICAL LEAMAN TANK LINES, INC. o Item 100 -------- Origin: North Haven, CT Destination: Points in U.S. including Connecticut Commodity: Plastic Pellets Miles Flat Charge Rate/Mile ----- ----------- --------- 01:0113 0 - 130 $49 + $2.75 01:1113 131 - 200 -21 + 3.26 201 & Over -23 + 3.27 o Item 200 01:0167 -------- Origin: North Haven, CT Destination: Bellville, NJ Commodity: Plastic Pellets Rate: $42 flat charge + $2.64/loaded mile o Item 300 01:0168 -------- Origin: North Haven, CT Destination: Brampton, Ontario; Port Hope, Ontario Commodity: Plastic Pellets Rate: -$128 flat charge + $3.49/loaded mile o Denotes Change Page: II-2(NH) Date: 5/1/95 Dow: CLEA: APPENDIX II BULK MOTOR CARRIER CONTRACT THE DOW CHEMICAL COMPANY AND CHEMICAL LEAMAN TANK LINES, INC. Normal Operating Losses Should Terminal's normal operating losses exceed the following percentage for said product, Terminal shall be responsible for such losses as stated in Article (16) of the basic agreement. Plastic Granules: 0.5% The percent product loss for a specific product shall be determined by adding the beginning inventory to all receipts during the contract year for said product, subtracting from that total, the sum of all shipments during the contract year and the ending inventory and dividing the remainder by the sum of the beginning inventory, plus receipts. Receipts and shipments shall be determined as provided for in Article (6). Other Provisions 1. The transfer charge above includes an amount for certain facility upgrading and operational improvements. As consideration for such upgrading and improvements, Dow agrees that if it does not ship 30,000,000 pounds from the terminal during each year of the contract during the initial term (2 years), Dow shall pay Terminal $0.05/cwt for the difference between 30,000,000 pounds and the actual pounds shipped from Terminal's facility during said year. 2. Terminal shall submit invoices for services rendered under this Agreement the first part of each month for services performed during the previous month. One invoice for transfer charges, one for storage and one for miscellaneous charges, using reference numbers provided by Dow, if any. Said invoices shall be payable by Dow within ten (10) days after receipt. 3. The trucking services and charges are covered under the Motor Carrier National Contract between Chemical Leaman Tank Lines, Inc. and The Dow Chemical Company. 4. This Agreement, upon its effective data, cancels and supersedes the Service Agreement dated March 6, 1986, between Chemical Leaman Tank Lines, Inc. and The Dow Chemical Company which currently covers terminaling services at the North Haven, CT site. o Denotes Change Page: II-3(NH) Date: 5/1/95 Dow: CLEA: APPENDIX II BULK MOTOR CARRIER CONTRACT THE DOW CHEMICAL COMPANY AND CHEMICAL LEAMAN TANK LINES, INC. Item 100 -------- Origin: North Haven, CT Destination: Points in U.S. including Connecticut Commodity: Plastic Pellets Minimum: $281/shipment Miles Flat Charge Rate/Mile ----- ----------- --------- 0 - 130 $177 + $2.75 131 - 200 $107 + 3.26 201 & Over $105 + 3.27 Item 200 -------- Origin: North Haven, CT Destination: Bellville, NJ Commodity: Plastic Pellets Rate: $2.64/loaded mile + $170 Item 300 -------- Origin: North Haven, CT Destination: Brampton, Ontario; Port Hope, Ontario Commodity: Plastic Pellets Rate: $3.49/loaded mile o Denotes Change Page: II-1(P) Date: 5/1/95 Dow: CLEA: APPENDIX II BULK MOTOR CARRIER CONTRACT THE DOW CHEMICAL COMPANY AND CHEMICAL LEAMAN TANK LINES, INC. PITTSBURGH ---------- ACCESSORIAL CHARGES: All accessorial charges not specifically covered by Dow Master Contract to be billed per CLEA 100 series. DEDICATED TRAILER CHARGE: $1,600/month/trailer 07:1111 Telone, Trifluoro Herbicidal Intermediate TANK CLEANING CHARGE: Actual cost. Telone, Trifluoro Herbicides Intermediate, hazardous and non-hazardous waste. INTRAPLANT SERVICE AT THE DOW FACILITY AT PITTSBURGH CA: 07:5065 $55/hour or faction thereof; 1 hour minimum tank cleaning charge $200 (when carrier is required to deadhead to cleaning rack to clean trailer, an additional charge of $1.50/running mile will apply; minimum $165). SPOTTING TRAILER CHARGE: $110/day; $1,600/month 07:1111 SPOTTING CHASSIS CHARGE: $45/day; $800/month 07:1111 DEADHEADING CHARGE: $1.50/running mile when required or requested to spot or 07:7101 pick up trailer or chassis. Minimum charge: $165/round trip 07:1112 RATE MAKING MILES: Interstate traffic Rand McNally MileMaker; Intra-CA DT8CA and Leonard's Metropolitan Zone
o Denotes Change Page: II-2(P) Rev 1 Date: 6/17/96 Dow: CLEA: APPENDIX II BULK MOTOR CARRIER CONTRACT THE DOW CHEMICAL COMPANY AND CHEMICAL LEAMAN TANK LINES, INC.
Item 100 07:2700 - -------- Between Pittsburg, CA and points in California Commodity: Liquid Commodities transported in MC-307 single compartment trailer Minimum: Rates shown that produce less than the minimum charge apply on a per load basis only when two (2) consecutive loads are moved in the same unit by the same driver with no delay between loads, no cleaning and no change of equipment.
Miles Flat Charge Rate/Mile Miles Flat Charge Rate/Mile ----- ----------- --------- ----- ----------- --------- 30 -$128 + $9.65 230 -128 + $3.40 40 -128 + 7.70 240 -128 + 3.40 50 -128 + 6.60 250 -128 + 3.40 60 -128 + 5.90 260 -128 + 3.35 70 -128 + 5.40 270 -128 + 3.35 80 -128 + 5.05 280 -128 + 3.35 90 -128 + 4.75 290 -128 + 3.35 100 -128 + 4.50 300 -128 + 3.35 110 -128 + 4.30 320 -128 + 3.35 120 -128 + 4.15 340 -128 + 3.35 130 -128 + 3.95 360 -128 + 3.35 140 -128 + 3.85 380 -128 + 3.35 150 -128 + 3.75 400 -128 + 3.35 160 -128 + 3.65 420 -128 + 3.35 170 -128 + 3.60 440 -128 + 3.30 180 -128 + 3.50 460 -128 + 3.30 190 -128 + 3.45 480 -128 + 3.30 200 -128 + 3.40 500 -128 + 3.30 210 -128 + 3.40 520 -128 + 3.30 220 -128 + 3.40 540 & Over -128 + 3.30
o Denotes Change Page: II-2A(P) Rev 2 Date: 6/17/96 Dow: CLEA: APPENDIX II BULK MOTOR CARRIER CONTRACT THE DOW CHEMICAL COMPANY AND CHEMICAL LEAMAN TANK LINES, INC. Item 105 - -------- Origin: Pittsburg, CA Commodity: Liquid Solvents (acetone, caustic soda, chelating compounds, glycerines, glycols, anti-freeze, VORANOL*, amines, phenol, epoxy resin, chlorinated solvents [perchloroethylene, methylene chloride], lacquer solvents [glycol ether acetate] and resin solvents [DOWANOL* DB, DM, DPM, EB, PM]) Cleaning: $225 when cleaned
Single Compartment Multi-Compartment Destination Flat Charge Rate/Loaded Mile Flat Charge Rate/Loaded Mile ----------- ----------- ---------------- ----------- ---------------- Corvallis, OR -$128 + $2.30 $-128 + $2.45 Halsey, OR -128 + 2.30 -128 + 2.45 Newberg, OR -128 + 2.30 -128 + 2.45 Portland, OR -128 + 2.30 -128 + 2.45 Salem, OR -128 + 2.30 -128 + 2.45 Springfield, OR -128 + 2.30 -128 + 2.45 White City, OR -128 + 3.10 -128 + 3.10 Auburn, WA -128 + 2.30 -128 + 2.45 Kalama, WA -128 + 2.30 -128 + 2.45 Kent, WA -128 + 2.30 -128 + 2.45 Pasco, WA -128 + 2.30 -128 + 2.45 Spokane, WA -128 + 2.45 -128 + 2.55 Washougal, WA -128 + 2.30 -128 + 2.45 Pts in OR or WA (not named) -128 + 2.45 -128 + 2.45 Canadian Rates -------------- Calgary, AB -128 + 2.55 -128 + 2.55 Edmonton, AB -128 + 2.55 -128 + 2.55 Goadlish Lake, AB -128 + 2.55 -128 + 2.55 Nisku, AB -128 + 2.55 -128 + 2.55 Burnaby, BC -128 + 2.45 -128 + 2.45 Campbell River, BC -128 + 2.45 -128 + 2.45 Port Moody, BC -128 + 2.45 -128 + 2.45 Quesnel, BC -128 + 2.45 -128 + 2.45 Richmond, BC -128 + 2.45 -128 + 2.45 Vancouver, BC -128 + 2.45 -128 + 2.45 Winfield, BC -128 + 2.45 -128 + 2.45 Pts in AB or BC (not named) -128 + 2.55 -128 + 2.55
*Trademark of The Dow Chemical Company o Denotes Change Page: II-3(P) Rev 1 Date: 6/17/96 Dow: CLEA: APPENDIX II BULK MOTOR CARRIER CONTRACT THE DOW CHEMICAL COMPANY AND CHEMICAL LEAMAN TANK LINES, INC. o Item 200 07:2800 -------- Origin: Pittsburg, CA Destination: Points in California Commodity: Hydrochloric Acid transported in MC-312 rubber lined trailer Minimum: 48M lb minimum Note: Cleaning does not apply
Miles Rate/cwt Miles Rate/cwt ----- ------- ----- -------- 20 $0.20 220 $1.24 30 0.24 230 1.28 40 0.27 240 1.32 50 0.34 250 1.34 60 0.37 260 1.41 70 0.43 270 1.47 80 0.48 280 1.53 90 0.52 290 1.59 100 0.57 300 1.66 110 0.62 320 1.78 120 0.68 340 1.91 130 0.74 360 2.03 140 0.80 380 2.16 150 0.85 400 2.28 160 0.89 420 2.41 170 0.94 440 2.53 180 1.01 460 2.66 190 1.08 480 2.78 200 1.14 500 2.91 210 1.22
o Item 300 07:0700 -------- Origin: Pittsburg, CA Destination: Points in U.S. except California Commodity: Telone Rate: $12 flat charge + $3.10/loaded mile o Denotes Change Page: II-4(P) Rev 1 Date: 6/17/96 Dow: CLEA: APPENDIX II BULK MOTOR CARRIER CONTRACT THE DOW CHEMICAL COMPANY AND CHEMICAL LEAMAN TANK LINES, INC. o Item 400 -------- Origin: Pittsburg, CA Destination: Points in California Commodity: Spent Sulfuric acid; caustic soda; HCl Miles Flat Charge Rate/Mile ----- ----------- --------- 07:701A 0 - 70 $4 + $2.48 07:2701 71 - 120 25 + 2.22 07:0701 121 - 200 -26 + 2.52 201 - Over -105 + 2.92 Rates apply only in the absence of rates more specifically provided herein. o Item 500 07:0702 -------- Between: Points in California counties of Alameda, Contra Costa and California counties of Los Angeles and Orange Commodity: Liquid Commodities (includes solvents, caustic soda and latex) Rate: -$88 flat charge + $2.12/loaded mile o Item 600 07:0702 -------- Between: Points in California counties of Los Angeles and Orange and California counties of Alameda and Contra Costa Commodity: Liquid Commodities in single and multi-compartment trailer Rate: -$88 flat charge + $2.12/loaded mile o Denotes Change Page: II-5(P) Rev 1 Date: 6/17/97 Dow: CLEA: APPENDIX II BULK MOTOR CARRIER CONTRACT THE DOW CHEMICAL COMPANY AND CHEMICAL LEAMAN TANK LINES, INC. o Item 700 07:0703 -------- Between: Points in California counties of Alameda and Contra Costa and California counties of Ventura and Riverside Commodity: Liquid Commodities (includes solvents, caustic soda and latex) Rate: -$88 flat charge + $2.26/loaded mile Item 800 08:8000 -------- Between: Points in California counties of Alameda and Contra Costa and California counties of Los Angeles and Orange Commodity: Liquid Commodities in intermodel tank containers Rate: $50/hour, 6 hour minimum Time shall begin when carrier's equipment leaves its terminal and continue until equipment is returned to terminal from which dispatched. o Item 900 09:9000 -------- Origin: Pittsburg, CA Destination: CT, GA, IL, MI, OH Commodity: Liquid Commodities Rate: -$128 flat charge + $1.75/loaded mile o Denotes Change Page: II-6(P) Rev 3 Date: 6/17/96 Dow: CLEA: APPENDIX II BULK MOTOR CARRIER CONTRACT THE DOW CHEMICAL COMPANY AND CHEMICAL LEAMAN TANK LINES, INC. o Item 1000 -------- Origin: Pittsburg, CA Commodity: Caustic Soda or solvents transported in single compartment, non- dedicated MC-307 trailer
Destination Flat Charge Rate/Mile ----------- ----------- --------- 07:0708 AR, IA, MN, MO, OK -$128 + $1.70(1) 07:0709 LA, MI, TX (except shipments -128 + 1.55(1) destined to Mexico) 07:0710 Tildale, GA (Dalton, GA) -128 + 1.75 07:0711 Points in Canada -88 + 2.95 (1)Rate applies only on shipments handled in backhaul transportation
o Item 1100 --------- Origin: Pittsburg, CA Commodity: Liquid Commodities transported in MC-307 single and multi- compartment trailers. Destination Flat Charge ----------- ----------- 07:1713 Antioch, CA $367 07:1714 Cloverdale, CA 603 07:1714 Kelseyville, CA 603 07:1714 Middletown, CA 603 o Item 1200 --------- Origin: Pittsburg, CA Commodity: Liquid Waste Water Destination Flat Charge ----------- ----------- 07:0721 E. Los Angeles, CA $837 07:0722 E. Palo Alto, CA 335 07:0723 Los Angeles, CA 837 07:0724 Palo Alto, CA 335 07:0725 San Jose, CA 312 Compressor/Pump Charges: Included in rate Tank Cleaning Charge: Actual cost Waste Permit Fees: Included in rate o Denotes Change Page: II-7(P) Rev 3 Date: 6/17/96 Dow: CLEA: APPENDIX II BULK MOTOR CARRIER CONTRACT THE DOW CHEMICAL COMPANY AND CHEMICAL LEAMAN TANK LINES, INC. o Item 1300 07:0706 --------- Origin: Pittsburg, CA Destination: Pittsburg, CA Commodity: Caustic Soda HCl Rate: $22/shipment o Item 1400 --------- Origin: Pittsburg, CA Commodity: Salt Brine Destination Flat Charge ----------- ----------- 07:1707 Bakersfield, CA $612 07:1707 Belridge, CA 612 07:1707 Cymeic, CA 612 07:1707 Fellows, CA 612 07:1707 Maricopa, CA 612 07:1707 McKittrich, CA 612 07:1707 Midway, CA 612 07:1707 Taft, CA 612 07:1708 Coalinga, CA 447 07:1709 Tank cleaning is included in rate only when shipment is transported in a dedicated trailer which is to be performed every 5th load. Shipments transported in other than dedicated trailer are subject to an additional charge of $125 for cleaning of trailer. o Item 1500 07:1716 --------- Origin: Pittsburg, CA Destination: Pittsburg, CA with stop-off in Rio Vista Commodity: Petroleum Distillates, NOS Rate: $227/shipment o Denotes Change Page: II-8(P) Rev 1 Date: 6/17/96 Dow: CLEA: APPENDIX II BULK MOTOR CARRIER CONTRACT THE DOW CHEMICAL COMPANY AND CHEMICAL LEAMAN TANK LINES, INC. o Item 1600 07:0727 --------- Origin: Pittsburg, CA Destination: Bakersfield, CA Commodity: Potassium Chloride (KOH) in single compartment trailer Rate: $731/shipment Tank $175 when cleaned Cleaning: Item 1700 07:0720 --------- Origin: Pittsburg, CA Destination: Chicago, IL or Midland, MI Commodity: Inserve transported in single compartment trailer Rate: -$128 + $1.85/loaded mile o Item 1800 --------- Origin: Pittsburg, CA Destination: Midland, MI Commodity: Trifluoro Methyl Pyridine Rate: $8,200/shipment (Rate applies April 1 thru October 31 via Rt. I-80) 07:0704 $9,114/shipment (Rate applies November 1 thru March 30 via Int. 07:0705 Rts. 40, 44, 55, 80 & 94) Dedicated Trailer Charge: $1,600/month - Telone $1,000/month - Dichloro, Trifluoro, Methyl Pyridine Idle Day Charge: $100/day for dedicated VH acid trailer
Item 1900 07:0726 --------- Origin: Pittsburg, CA Destination: Midland, MI Commodity: Lontrale transported in single compartment MC-307 trailer Rate: -$128 + $1.55/loaded mile o Denotes Change Page: II-9(P) Rev 1 Date: 6/17/96 Dow: CLEA: APPENDIX II BULK MOTOR CARRIER CONTRACT THE DOW CHEMICAL COMPANY AND CHEMICAL LEAMAN TANK LINES, INC. o Item 2000 07:0717 07:0716 07:0715 --------- Origin: Pittsburg, CA Destination: Plaquemine, LA, Midland, MI or Bridgeport, NJ Commodity: Hazardous Waste, NOS Rate: -$128 + $1.85/loaded mile Tank Cleaning: Actual cost Hazardous Waste Permit Charges: Plaquemine, LA $ 75 with load Midland, MI $275 with load Bridgeport, NJ $350 with load o Item 2100 07:0718 --------- Origin: Pittsburg, CA Destination: Deer Park, TX Commodity: Styrene or waste water transported in single compartment trailer Rate: -$128 + $1.85/loaded mile o Item 2200 --------- Destination: Pittsburg, CA Commodity: Liquid Chemicals transported in single compartment MC-307 trailer Origin Flat Charge Rate/Mile ------ ----------- --------- 22:2200 LA, MS, TX -$128 + $2.05 22:2201 AL, CT, DE, GA, IL, KY, MD, MI, NC, NJ, PA, SC -128 + 2.10 22:2202 MA, NY, RI, TN, VA -128 + 2.20 22:2203 AR, FL, IN, NH, VT, WI, WV -128 + 2.40 22:2204 ME, MO -128 + 2.60 22:2205 MN, IA -128 + 2.80 22:2206 CO, KS, MT, ND, NE, NM, SD, WY -128 + 3.25 22:2207 AZ, ID, OR, UT, WA -128 + 3.30 22:2208 NV -128 + 3.45 o Denotes Change Page: II-10(P) Rev 1 Date: 6/17/96 Dow: CLEA: APPENDIX II BULK MOTOR CARRIER CONTRACT THE DOW CHEMICAL COMPANY AND CHEMICAL LEAMAN TANK LINES, INC. Item 2300 --------- Origin: Pittsburg, CA Destination: Points in the U.S. (including CA) and points in British Columbia Commodity: Liquid Commodities transported in single and multi- compartment non-dedicated MC-307 trailer and intermodal container movement. Miles Flat Charge Rate/Mile ----- ----------- --------- 77:0712 0 - 70 $57 + $2.49 71 - 120 83 + 2.23 121 - 200 72 + 2.25 07:0712 201 & Over -88 + 2.95 Item 2400 77:0706 --------- Origin: Pittsburg, CA Destination: Pittsburg, CA Commodity: PT acid in Dedicated single compartment MC-312 trailers Rate: $225/shipment Note: No detention applicable o Item 2500 --------- Origin: Pittsburg, CA Commodity: Waste Tar in dedicated equipment only. Destination Flat Charge Rate/Mile ----------- ----------- --------- 07:2500 Midland, MI -$128 $3.30 07:2502 Deepwater, NJ -128 3.30 07:2501 Clive, UT -128 3.30 Trailers to return to Pittsburg, CA for cleaning. o Denotes Change Page: II-1(SV) Rev 2 Date: 6/17/96 Dow: CLEA: APPENDIX II BULK MOTOR CARRIER CONTRACT THE DOW CHEMICAL COMPANY AND CHEMICAL LEAMAN TANK LINES, INC. SAVANNAH o Item 100 01:GA01 --------- Origin: Savannah, GA Destination: Points in U.S. including Georgia in continuation of an interstate movement (except AK & HI) Commodity: Liquid Chemicals transported in MC-307 trailer Tank Cleaning: $125 when cleaned for solvents and caustic solution Miles Flat Charge Rate/Mile ----- ----------- --------- 0 - 100 -$34 + $2.25 101 - 210 -96 + 2.87 201 - 420 -106 + 2.91 421 & Over -68 + 2.87 o Item 200 -------- Origin: Savannah, GA Commodity: Diphenyl Oxide Destination Flat Charge Rate/Mile ----------- ----------- --------- 18:0200 Freeport, TX -$128 + $1.75 18:0201 Magnolia, AR -128 + 2.25 o Denotes Change Page: II-1(STL) Rev 1 Date: 6/17/96 Dow: CLEA: APPENDIX II BULK MOTOR CARRIER CONTRACT THE DOW CHEMICAL COMPANY AND CHEMICAL LEAMAN TANK LINES, INC. ST. LOUIS o Item 100 --------- Origin: St. Louis, MO Commodity: Liquid Caustic Soda Destination Rate/Shipment ----------- ------------- 02:2001 Pagedale, MO $51 or 02:2009 29* *Rate applies only when two consecutive loads are transported on same day, in the same unit. Above rates not subject to tank cleaning. o Item 200 --------- Origin: St. Louis, MO Commodity: Liquid Caustic Soda Minimum: Minimum/shipment from Schedule of Minimum Charges except when multiple loads are tendered and delivered by the same driver, same equipment, same day. Miles Flat Charge Rate/Mile ----- ----------- --------- 02:2028 30 - 100 $83 + $2.30 02:2029 101 - 240 -2 + 3.07 241 - Over -128 + 3.45 o Denotes Change Page: II-1(T/D) Rev 2 Date: 6/17/96 Dow: CLEA: APPENDIX II BULK MOTOR CARRIER CONTRACT THE DOW CHEMICAL COMPANY AND CHEMICAL LEAMAN TANK LINES, INC. TILDALE / DALTON o Item 100 Origin: Tildale, GA and Dalton, GA Commodity: Liquid Commodities transported in MC-307 trailer
Rate/ Destination Flat Charge Loaded Mile* ----------- ----------- ------------ 06:1000 AL -$128 + $3.00 06:1002 AZ, CO, IA, ID, KS, MT, ND, NE, NM, -128 + 3.16 NV, OK, OR, SD, UT, WA, WY 06:1004 AR -128 + 2.53 11:0182 CA -128 + 2.40 06:1006 CT, DE, MA, MD, NJ, NY, OH, PA, RI, WV -128 + 2.16 01:0278 FL -128 + 3.15 06:1008 IL, IN, MI -128 + 2.32 06:1010 KY -128 + 2.48 06:1012 LA -128 + 1.69 06:1014 ME, NH, VT -128 + 2.42 06:1016 MN, WI -128 + 2.89 01:0288 MS -128 + 2.60 01:0281 NC -128 + 2.80 06:0184 SC -128 + 2.25 06:1018 TX (only Houston and points within 75 -128 + 1.59 highway miles thereof) 06:1020 MO, TN, TX (other than shown above) -128 + 2.79 01:0286 VA -128 + 2.70
*Rates not applicable on shipments destined to Mexico o Denotes Change Page: II-2(T/D) Rev 3 Date: 6/17/96 Dow: CLEA: APPENDIX II BULK MOTOR CARRIER CONTRACT THE DOW CHEMICAL COMPANY AND CHEMICAL LEAMAN TANK LINES, INC. o Item 200 Origin: Tildale, GA and Dalton, GA Commodity: Liquid Commodities transported in MC-307 trailer
Destination Flat Charge Rate/Mile ----------- ----------- --------- 01:1112 Mahrt, AL -$128 + $2.65 01:0180 City of Industry, CA -128 + 2.25 01:0181 San Gabriel, CA -128 + 2.25 01:1148 Allyn's Point, CT -128 + 1.89 01:0292 Atlanta, GA 0.59/cwt* 01:0293 Dalton, GA 70 flat 01:0294 East Dublin, GA 1.50/cwt* 01:0295 Ellijay, GA 168 flat 01:0296 Lylerly, GA 0.52/cwt 01:0297 Rabun Gap, GA 0.83/cwt* 01:0298 Ringgold, GA 0.52/cwt* 01:0299 Rome, GA 168 flat 01:0300 Points in GA within 25 miles of origin 140 flat (other than shown above) 01:1165 Midland, MI -128 + 1.89 01:1114 Meridian, MS -128 + 2.58 01:1116 Gastonia, NC -128 + 2.60 01:1168 Omaha, NE -128 + 3.15 01:1135 Chillicothe, OH -128 + 1.89 01:1140 Cincinnati, OH -128 + 1.90 01:1142 Cleveland, OH -128 + 1.89 01:1145 Columbus, OH -128 + 1.86 01:1160 Lockland, OH -128 + 1.88 01:1130 Carlisle, PA -128 + 1.86 01:1120 Willow Grove, PA -128 + 1.89 01:1110 Landrum, SC -128 + 2.62 01:1111 Liberty, SC -128 + 2.68 01:0303 Ennis, TX -128 + 2.34 01:1147 Freeport, TX -128 + 1.73 01:1146 Covington, VA -128 + 2.57 01:1118 Richmond, VA -128 + 2.55
*40M lb. minimum o Denotes Change Page: II-3(T/D) Rev 3 Date: 02/01/97 Dow: CLEA: APPENDIX II BULK MOTOR CARRIER CONTRACT THE DOW CHEMICAL COMPANY AND CHEMICAL LEAMAN TANK LINES, INC. o Item 300 11:1175 Origin: Tildale, GA and Dalton, GA Commodity: Liquid Latex in single compartment MC-307 trailer Tank $175 when cleaned Cleaning: Rate/cwt** ---------- Destination 42 M 46 M ----------- ---- ---- Granby, PQ and St. Jean, PQ $8.54 $8.26 *Rates stated and payable in U.S. funds o Item 400 01:0114 Origin: Tildale, GA and Dalton, GA Destination: Netcong, NJ Commodity: Liquid Latex in single compartment MC-307 trailer Rate: $1,482/shipment Tank $175 when cleaned Cleaning: o Item 500 01:0290 Origin: Points in the U.S. Destination: Tildale, GA and Dalton, GA Commodity: Liquid Commodities in single compartment MC-307 trailer Rate: -$128 flat charge + $1.75/loaded mile Item 600 11:1180 Origin: Kearny, NJ Destination: Tildale, GA and Dalton, GA Commodity: Foam Control Agent (defoamer) Rate: $2.34/loaded mile Tank $100 when required Cleaning: o Denotes Change Page: II-4(T/D) Rev 3 Date: 04/21/97 Dow: CLEA: APPENDIX II BULK MOTOR CARRIER CONTRACT THE DOW CHEMICAL COMPANY AND CHEMICAL LEAMAN TANK LINES, INC. o Item 700 Origin: Tildale, GA and Dalton, GA Destination: Augusta, GA Commodity: Latex, liquid in dedicated single compartment MC-307 trailers Rate: $587/shipment - If loaded between 0400 - 1500 hours 11 :1181 Tank $175 when cleaned Cleaning: (NEW) Item 800 Origin: Tildale, GA and Dalton, GA Destination: Augusta, GA Commodity: Latex, liquid in dedicated single compartment MC-307 trailers Rate: $472/shipment - If loaded between 1501 - 0359 hours 11:1182 Tank $175 Cleaning:
NOTE: Rate applies only on shipments handled in backhaul transportation Monday thru Friday. o Denotes Change Page: II-1(W) Rev 2 Date: 6/17/96 Dow: CLEA: APPENDIX II BULK MOTOR CARRIER CONTRACT THE DOW CHEMICAL COMPANY AND CHEMICAL LEAMAN TANK LINES, INC. WILMINGTON o Item 100 02:0200 Origin: Wilmington, NC Destination: Points in U.S. including North Carolina in continuation of an interstate movement. Commodity: Liquid Caustic Soda Minimum: Minimum/shipment from Schedule of Minimum Charges. (Will not apply when two or more shipments are handled by the same driver with the same equipment on the same day.) Miles Flat Charge Rate/Mile ----- ----------- --------- 0 - 50 $35 + $3.02 51 - 200 11 + 2.88 201 & Over 41 + 2.99 Tank Cleaning: $125 when cleaned o Item 200 33:0295 Origin: Wilmington, NC Destination: Allyn's Point, CT Commodity: Caustic soda solution Rate: $1.57/loaded mile o Denotes Change EX-10.33 40 LEASE AGREEMENT EXHIBIT 10.33 LEASE AGREEMENT THIS AGREEMENT (hereinafter the "Lease"), dated November 14, 1979, made by and between PICKERING PLACE, A LIMITED PARTNERSHIP, a limited partnership organized and existing under the laws of the Commonwealth of Pennsylvania (hereinafter called "Landlord"), and CHEMICAL LEAMAN CORP., a Pennsylvania corporation (hereinafter called "Tenant"). 1. (a) The Leased Premises. Landlord hereby demises and leases unto Tenant, and Tenant does lease and take from Landlord, all that certain lot or piece of ground, with the buildings and improvements thereon erected or to be erected (hereinafter collectively called "Leased Premises"), situated in the Pickering Creek Industrial Park complex, in Uwchlan Township, Chester County, Pennsylvania, and more particularly described in Exhibit "A" attached hereto and made a part hereof, upon the terms, conditions and provisions hereinafter set forth. (b) Term. The term of the Lease shall commence upon either (i) the tenth day following the date on which the Leased Premises are Ready for Occupancy, determined as set forth in paragraphs (a) and (d) of Addendum #3 hereto, or (ii) the date on which the Leased Premises are occupied by the Tenant, whichever first occurs, and shall continue for twenty (20) years, terminating at midnight of the last day of the calendar month in which the twentieth (20th) anniversary of the commencement date occurs. (c) Other Defined Terms. Each reference in this Lease to any of the following terms shall be construed to incorporate the following data stated opposite each term. (1) Tenant's Uses: Tenant may use the Leased Premises for any uses permitted by law and by any recorded covenants and restrictions relating to the Leased Premises listed on Exhibit "C" hereto; provided, however, that Tenant may not conduct any dangerous, hazardous, noxious or offensive use. Promptly after the date of execution hereof (or, in the case of applications dependent upon construction of the building, as soon as such applications are permissible), Landlord shall apply for, and use its best efforts to obtain in final and unappealable form, all such zoning, subdivision, building, Department of Environmental Resource and other federal, state and local governmental permits and licenses as may be required for lawful construction of the building (as defined in paragraph (a) of Addendum #1 hereto) and for Tenant's lawful use and occupancy of the Leased Premises as a corporate headquarters and office building, including, without limitation, a final certificate of occupancy from Uwchlan Township and all required approvals from the Department of Labor and Industry in Harrisburg. Tenant at all times during the term hereof shall promptly comply with all laws, ordinances, orders and regulations affecting the Leased Premises and their cleanliness, safety, occupation and use, unless such compliance is necessitated by Landlord's failure to construct the building in accordance with Addendum #3 to this Lease, or comply with its other obligations hereunder, in which case Landlord shall promptly comply therewith. Tenant shall have the right, upon giving notice to Landlord, to contest any obligation imposed by the preceding sentence and to defer compliance during such contest. Tenant shall indemnify and hold harmless Landlord from any fine or penalty incurred by Landlord by reason of such deferral. Tenant shall not do or permit anything to be done in or about the Leased Premises, or bring or keep anything in the Leased Premises that will in any way cause suspension or termination of the fire or other insurance upon the building. Tenant will not perform any act or carry on any practices that may injure the building or be a nuisance or menace to tenants of adjoining premises. Tenant shall not permit open storage on the demised land detrimental to the appearance of a garden-type industrial development; and shall require loading and unloading and parking of cars for employees, customers and visitors, in connection with Tenant's business, to be done so far as practicable on the Leased Premises and not on adjacent streets. (2) Landlord's Address: 200 Sharp Lane, Lionville, Pennsylvania 19353. (3) Tenant's Address at Leased Premises: 102 Pickering Way, Lionville, Pennsylvania 19353. (4) Tenant's Address until Commencement of the Term: 520 East Lancaster Avenue, Downingtown, Pennsylvania 19335. (5) Liability Insurance Amounts: Bodily injury: single limit - $1,000,000; Property damage: single limit - $1,000,000. (6) Scheduled Occupancy Date: The date which is ten (10) months from the date hereof. (d) Attachments to Lease. The following exhibits and addenda are attached to this Lease and are incorporated herein by reference and are to be construed as a part of this Lease: Description of Leased Premises - Exhibit "A" Protective Restrictions - Exhibit "B" Title Objections - Exhibit "C" Schedule of plans and specifications - Exhibit "D" Outline of the Park - Exhibit "E" Addendum #1 - Computation of Rent for the Eleventh through Twentieth Years of the Lease Term Addendum #2 - Tenant's Option to Extend Term Addendum #3 - Construction of Building and Improvements by Landlord Addendum #4 - Enforcement of Declaration of Protective Restrictions -2- 2. (a) Annual Fixed Rate and Adjustment Thereto. For each year during the term hereof, Tenant shall pay Landlord the annual rental, payable in 12 equal monthly installments in advance on the first day of each and every month, as set forth in the schedule below: Monthly Annual Rent Installments ----------- ------------ First Year - $445,890.50 $37,157.54 Second Year - 449,944.05 37,495.34 Third Year - 453,997.60 37,833.13 Fourth Year - 458,861.86 38,238.49 Fifth Year - 463,726.12 38,643.84 Sixth Year - 468,590.38 39,049.20 Seventh Year - 474,265.35 39,522.11 Eighth Year - 479,940.32 39,995.03 Ninth Year - 486,426.00 40,535.50 Tenth Year - 492,911.68 41,075.97 Eleventh - Twentieth Years: The annual fixed rent for the Eleventh through the Twentieth years of the lease term shall be determined by the formula set forth in Addendum #1: Computation of Rent for Eleventh through Twentieth Years of Lease Term. For the purposes hereof, the first year shall include the first twelve (12) full calendar months and each succeeding year shall include the next succeeding 12 full calendar months. If the term hereof does not commence on the first day of a calendar month, the rent in effect for the first full calendar month of the term shall be apportioned pro rata on a per diem basis for such partial month and such apportioned rent shall be paid on the commencement date of the term. Any monthly installments of rent not paid within one month of the due date shall be subject to a late charge of two (2%) percent. (b) Security Deposit. Tenant has heretofore deposited with Landlord the sum of Twenty-Five Thousand Dollars ($25,000.00) (the "Security Deposit") to be held by Landlord pending commencement of the term of this Lease. Landlord and Tenant agree that, upon commencement of the term hereof, the Security Deposit shall be applied against the rental obligation of Tenant for the first and (to the extent such obligation is less than the Security Deposit) the second month's rent due hereunder. If this Lease shall be terminated prior to commencement of the term, Landlord shall refund the Security Deposit to Tenant within five days after such termination. 3. Subordination. (a) This Lease is and shall be subject to and subordinate to the lien of the existing first mortgage upon the Leased Premises, held by Southeast National Bank, and to the lien of any first mortgage hereafter placed upon the Leased Premises, upon condition that, in the case of any mortgage hereafter placed upon the Leased Premises, Landlord shall have first obtained for Tenant from the holder thereof an agreement containing the same provisions as that to be obtained from the holder of the existing first mortgage, as described in paragraph (b) of this Section. Notwithstanding such subordination, as aforesaid, this Lease shall not -3- terminate or be divested by foreclosure or other default proceedings under said mortgages or obligations secured thereby, and Tenant shall attorn to and recognize the mortgagee or the purchaser at the foreclosure or other sale, in the event of such foreclosure or other default proceeding, as Tenant's landlord for the balance of the term of this Lease, subject to all of the terms and provisions hereof. (b) Landlord agrees to use its best efforts to obtain for and deliver to Tenant, within 15 days after the date of execution hereof, a separate written agreement from Southeast National Bank, as holder of the existing first mortgage on the Leased Premises, which shall contain specific provisions against the disturbance of Tenant in its possession of the Leased Premises and rights under this Lease provided Tenant is not in default hereunder and the following additional provisions: (i) So long as Tenant continues to pay the rent as reserved in this Lease and otherwise complies with the terms and provisions hereof, the right of possession of Tenant to the Leased Premises and all of Tenant's rights under this Lease shall otherwise not be affected or disturbed by such mortgagee in the exercise of any of its rights under such mortgage. (ii) In the event the mortgagee retakes or comes into possession of or ownership of the Leased Premises by foreclosure or otherwise, this Lease and all rights of Tenant hereunder shall continue in effect and shall not be terminated by any of said proceedings, and the mortgagee shall agree to be bound by the terms and conditions of this Lease. (iii) In the event the Leased Premises are sold or otherwise disposed of pursuant to any right or any power contained in the mortgage or as a result of proceedings thereon, the purchaser of the Leased Premises shall take title subject to this Lease and all rights of Tenant hereunder and shall agree to be bound by the terms of this Lease. (iv) If the Leased Premises or any part thereof shall at any time be damaged by fire or other casualty, or be taken under power of eminent domain, the mortgagee agrees that all insurance and condemnation proceeds will be used for the purpose of repair or rebuilding of the Leased Premises, with any excess insurance proceeds to be retained by Tenant, as provided in this Lease. In the event Landlord shall fail to obtain and deliver to Tenant said written agreement from Southeast National Bank within 15 days of the date hereof, Tenant may terminate this Lease by sending written notice of such termination to Landlord within ten (10) days after expiration of such fifteen (15) day period. 4. Additional Rent. Tenant shall pay as additional rent all Real Estate Taxes, Utilities, Assessments and Insurance with respect to the Leased Premises, as herein provided. -4- (a) Payment of Real Estate Taxes. (i) Except as otherwise provided hereinbelow, Tenant shall pay to the appropriate authorities all real estate taxes assessed upon the Leased Premises for all tax periods wholly included in the term, and the corresponding fraction of the real estate taxes assessed for any fraction of a tax period in the term at the beginning or end. The expression "real estate taxes" as used herein shall mean all real property taxes imposed on the Leased Premises and any other taxes as may be levied in lieu of or in substitution for or supplementary to such taxes, but shall not include any income, excess profits, estate, inheritance, succession, transfer, franchise, capital or other tax or assessment upon Landlord or upon the rentals payable under the Lease, all of which shall be the obligation of the Landlord. The term "tax period" as used herein shall mean, with respect to any real estate tax, the fiscal year for such tax designated by the assessing authority. Landlord shall promptly forward to Tenant all bills for taxes in time to permit Tenant to obtain all discounts and avoid all penalties. Landlord shall permit Tenant to obtain all bills for taxes directly from the issuing authorities. (ii) Prior to the commencement of the term hereof, Landlord shall pay to the appropriate taxing authority all real estate taxes for which bill(s) have been issued, and Tenant shall pay its fractional share of any such tax, as provided above, to Landlord, upon commencement of the term hereof; if such bills have not been issued and paid as of the commencement of the term, Tenant shall have the right to deduct from the rent next falling due (until Tenant has been fully reimbursed therefor) Landlord's pro rata share of such taxes for the beginning year of the term hereof. (b) Utilities. Landlord represents and warrants that, as of the date of substantial completion of the building (as described in Addendum #3 hereto), the Leased Premises shall be connected to the electricity, water and sewer lines serving the municipality wherein the Leased Premises are located and that as of the commencement of the term, all fees, including, without limitation, all application and "tapping in" charges, all charges or deposits for transformers and meters and all charges for consumption of such utilities occurring prior to commencement of the term, shall have been paid, so that upon commencement of the term such utilities shall be supplied to Tenant upon payment of the regular fees for consumption thereof occurring after such date only. Tenant shall pay all charges for consumption of such utilities occurring after such date and shall indemnify Landlord against any liability or damages on account of Tenant's non-payment thereof. Except as otherwise provided in Sections 5(c), 6(b) or elsewhere in this Lease, Tenant has the full responsibility of maintaining and replacing the heating-air conditioning system. -5- (c) Special or Betterment Assessments. Landlord shall pay all public, special or betterment assessments made prior to the commencement of the term hereof or for improvements installed prior to the date of substantial completion or which are contemplated by the work described in the Plans and Specifications (as defined in paragraph (a) of Addendum #3 to this Lease), including, without limitation, all assessments for initial installation of sewers and curbs in connection with construction of the building. If any assessment which Landlord is obligated to pay pursuant to the preceeding sentence shall be or become payable in installments, then, for the purposes of this Lease, all unpaid installments of any such assessment shall be deemed due and payable and shall be paid by Landlord upon the date upon which the first such installment is then due. Tenant shall pay any public, special or betterment assessments for improvements other than those listed in the first sentence of this paragraph (c). Tenant may elect to have assessments paid in installments over the longest period permitted by law, and, subject to paragraph (d) of this Section, shall pay to the public authorities charged with the collection thereof, at least fifteen (15) days before they become due in each case, the entire assessment if the election is not made, or if made, each installment, including interest, becoming due during the term. (d) Evidence of Payment and Right of Tenant to Contest Assessment. Tenant shall promptly furnish Landlord and the holder of any first mortgage upon the Leased Premises to which this Lease is subordinate with appropriate evidence of each tax and assessment payment by Tenant to public authority. Tenant may bring appropriate proceedings, in the name of Landlord or Tenant or both, to contest the validity or amount of any taxes or assessments, or to recover payments therefor, and agrees to save Landlord harmless from all damages and costs and expenses in connection therewith. Landlord shall cooperate with Tenant with respect to such proceedings so far as reasonably necessary. Tenant shall be entitled to amounts recovered to the extent that such funds are refunds or reimbursements of payments made by Tenant. Tenant may defer payment of any tax or assessment during any such proceedings but Tenant shall pay such tax promptly upon receipt by Tenant of notice that the Leased Premises have been listed for judicial sale by reason of such deferred payment. (e) Insurance. (l) Tenant, at its sole cost and expense, shall maintain and keep in effect throughout the term hereof insurance against loss or damage to the building (as defined in the attached Addendum #3) by fire, by the hazards now included in the insurance customarily referred to as "All Risks" coverage, and by such other hazards as institutional first mortgage lenders may from time to time generally require in the case of similar properties, in an amount at least equal to 80% of the insurable replacement cost of the building (above foundation walls), as from time to time determined by agreement or by appraisal made not more than once every five years, at the expense of Tenant, by an accredited insurance appraiser, selected by Tenant and approved by Landlord, which approval shall not be unreasonably withheld. -6- Tenant may elect any deductible amount Tenant desires in connection with all of the foregoing coverages, not to exceed 25% of the required coverage, however, without the prior consent of Landlord. The policy or policies of insurance required under this Section 4(e) shall name Tenant as the named insured. Landlord agrees that it shall not be named as an insured under any of the said policies and shall not participate in any settlement negotiations with insurers in any claim under such policies. Such policies of insurance shall be issued by an insurer of recognized responsibility, licensed to do business in the Commonwealth of Pennsylvania and reasonably satisfactory to Landlord and Tenant. For the purposes of this Section, Landlord agrees that Aetna Life and Casualty and Reliance Insurance Companies are satisfactory insurers. Such policies shall provide that the proceeds of any loss shall be payable to Tenant and to the holder (as its interest may appear) of any first mortgage to which this Lease is subordinate so long as such holder and future holders of such mortgage (such holders being herein collectively referred to as the "Qualified Mortgagee") are obligated to apply the proceeds of insurance in the manner provided for in this Lease, except that if there shall be no Qualified Mortgagee, such proceeds shall instead be payable to Tenant, to be applied in the manner provided for in this Lease. (2) Insurance proceeds for damage to any of the buildings and/or improvements on the demised land, up to and including Fifty Thousand Dollars ($50,000), when paid as provided in the preceding sentence, shall be delivered directly to Tenant and used by Tenant for repair as provided under this Lease. Insurance proceeds in excess of Fifty Thousand Dollars ($50,000), shall, if payable to Tenant and the Qualified Mortgagee, be deposited in trust with a bank or trust company acceptable to Tenant and the Qualified Mortgagee, and be held for repair as provided in this Lease. For the purposes of the preceding sentence, Philadelphia National Bank shall be deemed to be acceptable to Tenant and the Qualified Mortgagee. If such proceeds are instead payable to Tenant, such proceeds shall be deposited in trust with a local commercial bank selected by Tenant as trustee and held for repair as provided in this Lease. Notwithstanding the foregoing, if Tenant shall, under the terms of this Lease, be permitted to and shall elect not to repair, all such proceeds shall be delivered to Landlord or to such persons as Landlord may determine. In the event Tenant shall be required to repair, or shall elect to repair, said trustee shall disburse insurance proceeds to Tenant upon certification by Tenant that the amounts requested either shall have been paid in connection with such repair or shall be due to contractors, subcontractors, materialmen, architects or other persons who have rendered services or have furnished materials for such repair, and upon completion of such repair, the remaining balance, if any, of such proceeds shall be paid to Tenant upon demand. (f) Additional Provisions Respecting Insurance. Tenant shall obtain and keep in force for the benefit of Landlord and Tenant Comprehensive General Liability Insurance (including bodily injury and property damages insurance) with limits at least as high as the amounts respectively stated therefor under paragraph (c)(5) of Section 1 of this Lease. Such insurance shall be at the Tenant's own cost and expense and shall name Landlord as an additional insured. Insurance shall be written in companies -7- reasonably satisfactory to both parties and in forms customarily in use from time to time in the locality of the Leased Premises. For the purposes of this paragraph, Landlord agrees that Aetna Life and Casualty and Reliance Insurance Companies are satisfactory insurers. All insurance required to be maintained by Tenant may be maintained by Tenant under a blanket policy covering the Leased Premises and other premises of Tenant and/or its affiliated business organizations. Tenant shall deposit with Landlord and such Qualified Mortgagee as Landlord may from time to time require certificates of such insurance or duplicate policies as Landlord and such Qualified Mortgagee may require, and shall in all cases furnish Landlord and such Qualified Mortgagee with evidence of payment of all premiums thereon, from time to time, as the same become due on issue, renewal or otherwise. All required insurance shall bear an endorsement stating that the same not be altered, amended or cancelled unless and until Landlord and any Qualified Mortgagee named therein shall have been given ten (10) days' advance notice of intention to do so. 5. Tenant's Covenants. Except as otherwise provided in this Lease, Tenant agrees during the Term, and so long as Tenant's occupancy continues: (a) To pay when due the fixed and additional rent, and all charges by public authority, or utility for water, electricity, telephone, gas, sewer, and other services rendered to the Leased Premises and service inspections made therefor, whether called charge, tax assessment, fee or otherwise. (b) To refrain from committing, or suffering any waste upon the Leased Premises, or any nuisance, or any other act or thing which may disturb the quiet enjoyment of any other tenant in the Pickering Creek Industrial Park, Landlord hereby agreeing, however, that nothing done in the normal course of business of a corporate office headquarters shall be deemed to violate this paragraph. (c) Except as otherwise provided hereinbelow, in Section 6, in Addendum #3 or elsewhere in this Lease, to make all repairs necessary to maintain the Leased Premises in good order and condition, including, without limitation by their inclusion, interior and exterior repainting; replacement of glass injured or broken and of floor and wall covering worn or damaged; keeping roofs and exterior windows and doors water tight, and plumbing, lighting, heating, air conditioning, and other utility services in good operating condition. Notwithstanding the foregoing, Tenant, if it shall have theretofore fulfilled its obligation of repair hereunder, shall not be obligated to make any repair which Tenant would otherwise be obligated to make hereunder if such repair shall be of a capital nature and shall: (i) be required during the last year of the term hereof; or (ii) be required to the elevator system in the building within the last five years of the term hereof. For the purposes of the preceding sentence, a repair shall be of a capital nature if such repair shall cost in excess of One Thousand Dollars ($1,000.000). If Tenant shall nevertheless elect to make any repairs of a capital nature (i) during the last year of the term hereof or (ii) to the elevator system during the -8- last five years of the term hereof, Landlord shall, upon demand by Tenant, reimburse Tenant for a portion of the total cost of such repair(s), such portion to be equal to the difference between (a) the total cost of the repair in question, and (b) the product obtained by multiplying the total cost of such repair by a fraction, the numerator of which shall be the number of whole months remaining in the term hereof and the denominator of which shall be the estimated useful life of such repair (expressed in months). For the purposes of the preceding sentence, the estimated useful life of a repair shall be reasonably determined by Tenant, in the case of repairs made by employees of Tenant, and by the independent contractor making such repair, in the case of repairs made by an independent contractor. If Landlord shall disagree with any determination made by Tenant pursuant to the preceding sentence, such dispute shall be determined by submission to an independent contractor, mutually agreeable to Landlord and Tenant, in a proceeding in which Landlord and Tenant shall each have a full and fair opportunity to present evidence sustaining their respective positions. The decision of such independent contractor shall be final, conclusive and binding upon the parties and not subject to appeal. The cost of any such proceeding shall be shared equally by Landlord and Tenant. (d) To use reasonable effort to maintain in good condition all landscaped and planted areas, including but not limited to lawns, trees, shrubs, and reflecting ponds on the Leased Premises, and to keep in good repair all walks, parking and loading areas thereon, and keep the roadways, walks, parking and loading areas and sidewalks on the Leased Premises clean and free of snow and ice, and the exterior of the Leased Premises neat and clean. (e) (Intentionally Omitted) (f) Not to overload or deface the Leased Premises or building, nor permit any use contrary to law, or lawful ordinance, regulation or order of public authority, whether with respect to safety appliances or to alterations, repairs or additions, including repairs to additions required as a condition for continuance of use, or otherwise. Tenant shall, however, have the right to contest any such law, ordinance, regulation or order of public authority and to defer compliance therewith during such contest. Tenant shall indemnify and hold harmless Landlord from any fine or penalty incurred by Landlord by reason of such deferral. (g) (Intentionally Omitted) (h) To indemnify and save Landlord harmless from any liability or injury, loss, accident or damage to any person or property, and from any claims, actions, proceedings and cost in connection therewith, including reasonable counsel fees, arising from wrongful act or negligence of Tenant, or arising from any use made or thing done on or about the Leased Premises or otherwise occurring thereon, and not due to wrongful act or omission of or negligence of Landlord or failure of Landlord to perform its obligations hereunder; and to keep all Tenant's employees working in the Leased Premises covered by Workmen's compensation insurance, furnishing Landlord with copies of certificates thereof. -9- Tenant, as a material part of the consideration to be rendered to Landlord, hereby waives all claims and agrees not to assert, at law or in equity or otherwise, any claims or actions against Landlord for damages to goods, wares and merchandise in, upon or about the Leased Premises or for injury to Tenant, its agents, employees, invitees, or third persons in or about the Leased Premises provided said claims or actions are not due to wrongful act or omission of or negligence of Landlord, or failure of Landlord to perform its obligations hereunder. (i) To permit Landlord to make routine periodic inspections of the Leased Premises during reasonable business hours and in emergencies at any time. During the three (3) months prior to expiration of the term hereof, Landlord shall have access to the Leased Premises during reasonable business hours to make inspections thereof, and to show the Leased Premises to prospective purchasers and tenants, and to keep affixed in suitable places, without obstructing Tenant's signs or displays, notices for letting and selling. (j) Subject to paragraph (c) of this Section 5 and to Section 6 hereof, at the expiration or earlier termination of the Term, promptly to yield up, clean and neat and tenantable, the Leased Premises and those of the improvements, alterations and additions thereto, and fixtures and equipment servicing the building, which Tenant does not elect to remove pursuant to Section 21 hereof. (k) To not affix any sign, decoration, notice or other attachment of any kind or description on or to any part of the outside of the building, without express permission of Landlord, which permission shall not be unreasonably withheld or delayed. The expense for such signs shall be borne by Tenant. 6. Damage by Fire or Other Casualty. (a) In case of damage to the Leased Premises by fire or other casualty, Tenant shall repair the damage. The work shall be commenced promptly and completed with due diligence, except for delays due to governmental regulation, acts of God, unusual scarcity of or inability to obtain labor or materials, labor disputes, prolonged insurance settlement negotiations and disputes or other causes beyond Tenant's control. Tenant shall not be obligated to restore the Leased Premises to the precise condition in which the same were prior to such fire or other casualty, but shall be entitled to make such Alterations to the Leased Premises as Tenant would be entitled to make under Section 21 hereof, provided that the value of the Leased Premises, as repaired by Tenant, shall be not less than the value of the Leased Premises immediately preceding such fire or other casualty. (b) Notwithstanding paragraph (a) of this Section 6, if the Leased Premises shall be damaged by fire or other casualty within three years of the expiration of the term hereof, and the cost of the repair of the building on the demised land shall exceed 10% of the value of such building immediately preceding such fire or other casualty, Tenant may elect not to restore the Leased Premises by sending written notice of such election to Landlord within thirty (30) days after the date of such fire or other casualty, whereupon this Lease shall be terminated upon the date of such written notice, all rights and obligations -10- of the parties hereto shall cease and terminate as of such date, and this Lease shall thereupon become null and void. 7. (a) Eminent Domain. In the event that the whole of the Leased Premises are condemned by the exercise of eminent domain, this Lease shall terminate as of the date on which Tenant is required by the condemnor to vacate the Leased Premises and there shall be no further liability upon Landlord or Tenant hereunder. If only a portion of the Leased Premises is condemned which renders the portion of the Leased Premises not taken unsuitable, in Tenant's reasonable judgment, for the conduct of Tenant's business, Tenant may, if it shall so elect, terminate this Lease as of the date on which Tenant is required by Condemnor to vacate the Leased Premises by giving Landlord written notice of the exercise of such election not less than 20 days prior to such vacation date. If, after the exercise of eminent domain, this Lease is not terminated, Tenant shall do such work as may be reasonably necessary to restore the remainder of the Leased Premises to tenantable condition for Tenant's uses, but shall not be required to expend for restoration more than the award received for the condemnation. The work shall be commenced promptly after the date when Tenant is required by the Condemnor to vacate the premises taken and completed with due diligence, except for delays due to governmental regulations, acts of God, unusual scarcity of or inability to obtain labor or materials, labor disputes, or other causes beyond Tenant's control. (b) Reduction in Rent - Partial Condemnation. If only a portion of the Leased Premises is condemned, and this Lease is not terminated by Tenant, there shall be an equitable abatement of the rent as of the date Tenant is required by the Condemnor to vacate the portion condemned, the reduced rent to be equal to the product of the rent immediately preceding such date and a fraction, the numerator of which shall be the value of the Leased Premises after the taking and the denominator of which shall be the value of the Leased Premises immediately preceding the taking. In the event that the parties are unable to agree upon the amount of such abatement, either party may submit the issue for arbitration pursuant to the rules then pertaining of the American Arbitration Association, and the determination or award rendered by the Arbitrator(s) shall be final, conclusive and binding upon the parties and not subject to appeal. (c) Application of Proceeds of Award. In the event of a condemnation by eminent domain which does not result in a termination of this Lease, the proceeds of any award or payment, up to Fifty Thousand Dollars ($50,000), shall be delivered directly to Tenant and used by Tenant for restoration as provided in this Lease, and upon completion of such restoration, the remaining balance, if any, shall be paid to Landlord. If such proceeds shall be in excess of $50,000, they shall be deposited in trust with a bank or trust company acceptable to Tenant and the Qualified Mortgagee (as defined in Section 4 hereof), or, if there is no Qualified Mortgagee with a local commercial bank selected by Tenant as trustee, and be held for restoration as provided in this Lease. Said trustee shall disburse such proceeds to Tenant upon certification by Tenant that the amounts requested either shall have been paid in connection with such restoration or shall be due to contractors, subcontractors, materialmen, architects, or other persons who have rendered services or who have -11- furnished materials for such restoration, and upon completion of such restoration, the remaining balance, if any, of such proceeds shall be paid to Landlord. In the event of a condemnation which results in a termination of this Lease, the award or payment shall be applied first to reduction of the lien of any first mortgage to which this Lease is subordinate, then to compensate Tenant for the value of Tenant's leasehold estate, and any balance shall be payable to Landlord. The preceding shall not preclude, and Tenant shall, in addition, have the right to make a claim for damages separately awarded to tenants under the Eminent Domain Code of Pennsylvania, including by way of illustration and not by limitation, moving and related expenses. 8. Remedies of Landlord. If: (a) Tenant fails to pay in full, when due, any and all installments of rent and/or any other charge or payment herein reserved, included, or agreed to be treated or collected as rent and/or any other charge, expense, or cost herein agreed to be paid by the Tenant, and such failure is not cured within ten (10) days after written notice from Landlord to Tenant of such failure; or (b) Tenant violates or fails to perform or otherwise breaks any covenant or agreement (other than those covered in 8(a) herein contained), and such failure or violation is not cured within thirty (30) days after written notice from Landlord to Tenant of such failure or violation, or in the case of a failure or violation which cannot be cured with said thirty (30) day period, the Tenant has not commenced to cure such failure or violation within the thirty (30) day period, or has not diligently pursued the completion of such cure; or (c) Tenant makes an assignment for the benefit of creditors, or if a petition in bankruptcy is filed by or against the Tenant, or a bill in equity or other proceeding for the appointment of a receiver for the Tenant is filed, or if proceedings for reorganization or for composition with creditors under any State or Federal law be instituted by or against Tenant, and in the case of any of the foregoing which is involuntary, such petition, bill in equity, proceeding for the appointment of a receiver or for reorganization or for a composition is not terminated or dismissed within sixty (60) days, or if the real or personal property of the Tenant shall be sold or levied upon by a Sheriff, Marshall or Constable; Then, upon written election, but without entry or other action, Landlord shall have the right to: (1) (Intentionally Omitted) (2) Collect and receive from any assignee or sub- tenant the rents or other charges reserved herein as rent due by such assignee or sublessee and apply the same to the rent due hereunder. Receipt of such sums by Landlord shall in no way affect Tenant's obligations to pay any unpaid balance of rent due hereunder. No payment by subtenant or assignor shall give such subtenant or assignor any rights greater than those existing between Landlord and Tenant. -12- (3) Terminate this lease without any right on the part of the Tenant to save the forfeiture by payment of any sum due by other performance of any condition, term, or covenant broken; whereupon, Landlord shall be entitled to recover damages for such breach in an amount of rent reserved for the balance of the term of this Lease, less the fair rental value of the said Leased Premises, for the residue of said term. (4) Terminate Tenant's right of continued possession of the Leased Premises and, from time to time, without terminating this Lease and without prejudice to any right of Landlord under this Lease, to relet the Leased Premises or any part thereof for the account and in the name of Tenant, for any such term or terms and conditions as Landlord in its sole discretion may deem advisable with the right to make alterations and repairs to the Leased Premises deemed by Landlord to be necessary in conjunction with such reletting; and Tenant shall pay to Landlord, as soon as ascertained, the costs and expenses incurred by Landlord in such reletting and in making such alterations and repairs. Rentals received by Landlord from such reletting shall be applied: first, to the payment of any indebtedness, other than rent, due hereunder from Tenant to Landlord; second, to the payment of the cost of any alterations and repairs to the Leased Premises necessary to return the Leased Premises to good condition, normal wear and tear excepted, for uses permitted by this Lease and the cost of storing any of Tenant's property left on the Leased Premises at the time of reletting; third, to the payment of rent due and unpaid hereunder; the residue, if any, shall be held by Landlord and applied in payment of future rent or damages in the event of termination as the same may become due and payable hereunder and the balance, if any, at the end of the Lease Term shall be paid to Tenant. Should such rentals received from time to time from such reletting during any month be less than that amount which this Lease requires be paid during that month by Tenant hereunder, the Tenant shall pay the deficiency to Landlord. Such deficiency shall be calculated and paid monthly. No such reletting of the Leased Premises by Landlord pursuant to this subparagraph shall be construed as an election on its part to terminate this Lease unless a notice of such intention be given by Landlord to Tenant or unless the termination thereof be decreed by a court of competent jurisdiction; and notwithstanding any such reletting without termination, Landlord may at any time thereafter elect to terminate this Lease for such previous breach provided it has not been cured. In the event Landlord shall elect the remedy in this paragraph (4), Landlord shall use its best efforts to relet the Leased Premises for the best rent obtainable. 9. Further Remedies of Landlord. In the event of any default as set forth above, the Landlord, or anyone acting on Landlord's behalf, at Landlord's option, after notice and expiration of the applicable period in Section 8 without cure of such default by Tenant: (a) (Intentionally Omitted) (b) (Intentionally Omitted) (c) May Lease said premises or any part or parts thereof to any person or persons as Landlord in its sole discretion decides, and the Tenant shall be liable for any loss of -13- rent for the balance of the then current term; provided, however, that Landlord uses its best efforts to relet the said premises for the best rent obtainable. 10. (Intentionally Omitted) 11. Ejectment. When this Lease shall be determined by condition broken, either during the original term of this Lease or any renewal or extension thereof, and also when and as soon as the term hereby created or any extension thereof shall have expired, it shall be lawful for any attorney as attorney for Landlord to file on behalf of Landlord and Tenant an agreement permitting and authorizing the entry of an amicable action and judgment in ejectment in any competent Court against Tenant and all persons claiming under Tenant for the recovery by Landlord of possession of the herein Leased Premises, for which this Lease shall be his sufficient warrant, whereupon, if Landlord so desires, a Writ of Execution or of Possession may issue forthwith, without any prior writ or proceedings whatsoever. If such an amicable action shall thereafter, for any reason, be terminated and the possession of the premises hereby leased remain in or be restored to Tenant, Landlord shall have the right upon any subsequent default or defaults, or upon the termination of this Lease as hereinbefore set forth, to bring one or more amicable action or actions as hereinbefore set forth to recover possession of said premises, and the termination for any reason of any such prior actions shall not prevent, hinder or prejudice the right or power of Landlord to bring subsequent actions as set forth in this paragraph. 12. Affidavit of Default. In any amicable action of ejectment, Landlord shall first cause to be filed in such action an affidavit made by him or someone acting for him setting forth the facts necessary to authorize the entry of judgment, of which facts such affidavit shall be conclusive evidence, and if a true copy of this Lease (and of the truth of the copy such affidavit shall be sufficient evidence), be filed in such action, it shall not be necessary to file the original as a warrant of attorney, any rule of Court, custom, or practice to the contrary notwithstanding. 13. (Intentionally Omitted) 14. Right of Assignee of Landlord. Any assignee of Landlord's right, title and interest in this Lease may exercise in its, his or her name, the right to enter judgment against Tenant and to enforce all of the other provisions of this Lease. 15. Remedies Cumulative. All of the remedies hereinbefore given to Landlord and all rights and remedies given to him by law and equity shall be cumulative and concurrent. No determination of this Lease or the taking or recovering of the premises shall deprive Landlord of any of his remedies or actions against the Tenant for rent then due, or rent which, under the terms hereof, would in the future become due as if there has been no determination, or for any and all sums due at the time of which, under the terms hereof, would in the future become due as if there had been no determination, nor shall the bringing of any action for rent or breach of covenant, or the resort to any other remedy herein provided for the recovery of rent be construed as a waiver of the right to obtain possession of the premises. -14- 16. Miscellaneous Provisions. (a) (Intentionally Omitted) (b) Waiver. No consent or waiver, express or implied, by Landlord or Tenant to or of any breach of any agreement or duty to the other shall be construed as a consent or waiver of any other breach of the same or any other agreement or duty. (c) Approval or Consent. Whenever, after commencement of the term hereof, any approval or consent by Landlord or Tenant is expressly required by this Lease, the approval or consent shall not be withheld or delayed unreasonably. (d) Notices. Any notice, approval, consent or request required pursuant to this Lease, shall be in writing and (unless otherwise specified by fifteen (15) days' prior written notice), shall be addressed to the party's address stated in paragraph (c) Section 2, 3 and 4 respectively. If so addressed, it shall, unless otherwise provided herein, be deemed duly given and received if posted by registered or certified mail, with sufficient postage prepaid, return receipt requested. If Landlord by notice to Tenant at any time designates an agent to receive payments or notices, all payments or notices from Tenant to Landlord shall be sent to said agent until such time as Tenant shall receive from Landlord written notice of Landlord's termination of such agency. (e) Cost and Expense. Wherever provision is made in this Lease for the doing of any act by any person, it is understood and agreed that said act shall be done by such person at its own cost and expense unless a contrary intent is expressed. (f) Successors and Assigns. The terms and provisions of this Lease shall be binding upon and inure to the benefit of the respective heirs, executors, administrators, successors and assigns of Landlord and Tenant, provided that, in any event, Landlord's liability hereunder shall be limited to Landlord's title or interest in the Building and Leased Premises and the rents, issues and profits arising therefrom. (g) Time is of the Essence. The time of payment of rent and all other times referred to for the performance of any obligation of this Agreement are hereby agreed to be of the essence of this Agreement. 17. Law Governing - Interpretation. This Lease shall be governed by and interpreted in accordance with the law of the Commonwealth of Pennsylvania. If any provision of this Lease or the application of any provision to any person or any circumstances shall be determined to be invalid or unenforceable, then such determination shall not affect any other provisions of this Lease or the application of said provision to any other person or circumstance, all of which other provisions shall remain in full force and effect. If any provisions of this Lease is capable of two constructions, one of which would render the provision void and the other of which would render the provision valid, the construction which would render the provision valid shall prevail. -15- 18. Self-Help. (a) If Tenant shall default in the performance or observance of any agreement or condition in this Lease other than an obligation to pay money, and shall not cure such default within thirty (30) days after notice from Landlord specifying the default, or in the event such default cannot be cured within thirty (30) days, Tenant shall not commence to cure such default within thirty (30) days and diligently pursue completion of such cure, Landlord may, at its option, without waiving any claim for damages for breach of agreement, at any time thereafter cure such default for the account of Tenant, and any amount paid or incurred for the account of Tenant, Tenant agrees to reimburse Landlord therefor or save Landlord harmless therefrom; provided that Landlord may cure any such default as aforesaid prior to the expiration of said 30 days but after notice to Tenant if the curing of such default prior to the expiration of said 30 days but after notice to Tenant is reasonably necessary to protect the real estate or Landlord's interest therein, or to prevent injury or damage to persons or property. If Tenant shall fail upon demand to reimburse Landlord for any amount paid for the account of Tenant hereunder, said amount shall be added to and become due as a part of the next payment of rent due hereunder. (b) If Landlord shall default in the performance or observance of any agreement or condition in this Lease or shall default in the payment of any tax or other charge which Landlord is obligated to pay hereunder, and if Landlord shall not cure such default within ten (10) days in the case of a default consisting of failure to pay a sum of money, or thirty (30) days in the case of any other default, after notice from Tenant specifying the default (or, if such a default cannot be cured within thirty (30) days, Landlord shall not within said period commence to cure such default and thereafter prosecute the curing of such default to completion with due diligence), Tenant may, at its option, without waiving any claim for damages for breach of agreement, at any time thereafter cure such default for the account of Landlord, and any amount paid or any contractual liability incurred by Tenant in so doing shall be deemed paid or incurred for the account of Landlord and Landlord agrees to reimburse Tenant therefor or save Tenant harmless therefrom, and Landlord agrees that Tenant may set off any such amounts against any and all rental payments and other payments thereafter becoming due to Landlord under this Lease until such indebtedness is fully paid; provided that Tenant may cure any such default as aforesaid prior to the expiration of said thirty (30) days, but after said notice to Landlord, if the curing of such default prior to the expiration of said thirty (30) days is reasonably necessary to protect the real estate or Tenant's interest therein or to prevent injury or damage to persons or property. Nothing contained in this Section shall be construed to limit the rights of set off specifically granted Tenant in Section 4(a) hereof, in Paragraph (c) of Addendum #3 hereof, or elsewhere in this Lease, nor shall the presence of a specific right of set off with respect to non-performance of certain obligations of Landlord hereunder but not others be construed to limit application of the general right of set off set forth above to any other obligation of Landlord hereunder. 19. Broker. Tenant represents that it has dealt with no realtors, brokers, or agents in connection with the negotiation -16- of this Lease and the renting of the Leased Premises hereunder. Should any claims be made for brokerage commissions, through or as a result of dealings of Tenant or its agents or representatives, Tenant shall indemnify and hold Landlord harmless against any liability in connection therewith. Landlord shall pay commissions to brokers only pursuant to separate written agreements between Landlord and such brokers. 20. (Intentionally Omitted) 21. Alterations. Tenant may, from time to time, at its sole cost and expense, make such alterations, additions, renovations and repairs (hereinafter collectively referred to as "Alterations"), in, of, or to the Leased Premises and install therein such trade and other fixtures (hereinafter referred to as "Fixtures"), as Tenant deems necessary or desirable, provided that Tenant shall have first furnished Landlord with copies of the plans of any proposed Alteration and provided further that, in the case of Alterations to the structure of the building or effecting a material change in the exterior appearance of the building, Tenant shall have obtained Landlord's prior written consent thereto, which consent shall not be unreasonably withheld or delayed. All Alterations and all Fixtures installed by Tenant in the Leased Premises shall remain the property of Tenant until the expiration of the term, and Tenant may (but shall not be obligated to) remove any such Alterations or Fixtures at or before the expiration of the term, provided that Tenant shall repair any damage caused by such removal. Landlord shall cooperate with Tenant in obtaining such building permits, licenses, and other governmental approvals which may be required in connection with the making of any Alterations, and shall execute such documents as may be required in furtherance of such purpose. Any Alterations or Fixtures not removed by Tenant at or prior to the expiration of the term hereof shall be and become the property of Landlord. 22. Assignment. Tenant shall have the right to assign this Lease, including, without limitation, Tenant's rights of purchase as set forth in Section 25 and Addendum #3 hereof, or sublet all or any portion of the Leased Premises for any use not in violation of this Lease, provided, however, that Tenant shall nevertheless continue to remain liable hereunder. If Tenant assigns this Lease, Landlord, when giving notice of any default to said assignee or any future assignee, shall also serve a copy of such notice upon Chemical Leaman Corp. or any successor to Chemical Leaman Corp. (Chemical Leaman Corp. or its successor being hereinafter called "Original Tenant"), and no notice of default shall be effective until a copy thereof is received by the Original Tenant. The Original Tenant shall have the same period after receipt of such notice to cure such default as is given to Tenant under this Lease. If any default of such assignee is incapable of being cured by the Original Tenant, then, notwithstanding the failure to cure same, if Landlord shall elect to terminate such assignee's right of possession without terminating this Lease, the Original Tenant shall thereupon have the right to resume possession under the terms and conditions hereof for the remainder of the term hereof, provided the Original Tenant complies with all of such terms and conditions as the same apply to the Original Tenant, and if Landlord shall elect to terminate -17- this Lease, the Original Tenant shall have the option to enter into a new lease for the remainder of the term of this Lease (including any options to renew the term hereof) upon the same terms and conditions as are contained under this Lease, such new lease to commence on the date of termination of this Lease. Notwithstanding the foregoing, if Landlord delivers to the Original Tenant, together with Landlord's notice, a release as to all future liability under this Lease, the Original Tenant shall not have the foregoing options. 23. Waiver of Landlord's Lien and Distraint. Landlord hereby waives all liens upon any and all goods, merchandise, equipment, fixtures, furniture and other personal property owned or leased by Tenant or otherwise contained in the Leased Premises, and all rights to levy or distrain thereupon for rent, in arrears, in advance, or both, which may be granted Landlord by or under any present or future laws. Landlord shall, promptly upon request of Tenant, execute such documents as Tenant may require confirming the waivers made by Landlord in this Section. 24. Landlord's Warranties. Landlord represents, warrants and covenants that: (i) Landlord has good and marketable title to the interest of the buyer of the Leased Premises under an installment Agreement of Sale thereof from Chester County Industrial Development Authority, as the seller, free and clear of all liens, defects and encumbrances, excepting only those listed on Exhibit "C" hereto; and (ii) The Leased Premises are separately assessed for purposes of the applicable local real estate taxes and constitute a separate legal subdivision under the applicable local subdivision ordinance. 25 Tenant's Right of First Refusal. Landlord shall not at any time during the term hereof or any extension hereof sell or convey or agree to sell or convey the Leased Premises without first having complied with the requirements of this Section 25. If, at any time and from time to time during the term of this Lease, or any extensions thereof, Landlord shall desire to sell or convey the Leased Premises, Landlord shall obtain a bona fide written offer to purchase all of the Leased Premises upon terms acceptable to Landlord, or shall enter into a contract to sell all of the Leased Premises subject to this right of first refusal. Landlord shall, within twenty (20) days after receipt of such offer or the date of entering into such contract, deliver to Tenant a copy of such offer or contract which shall contain all the terms and provisions of the offer or contract of sale. Provided Tenant shall not, at the time of exercise, be in default beyond expiration of the applicable period in Section 8 hereof, after notice, without cure of such default, Tenant shall have the right, which must be exercised within thirty (30) days after receipt of such offer or contract of sale, to purchase the Leased Premises for the same price and otherwise upon substantially the same terms and conditions as those set forth in such offer or contract of sale. If Tenant elects not to so purchase the Leased Premises, then Landlord may sell the Leased Premises to the person making the offer or entering into the contract only, for the same price and otherwise in strict accordance with -18- the terms and conditions set forth in such offer or contract of sale, or on terms less favorable to the buyer, within six (6) months thereafter. If such a sale of the Leased Premises is not consummated by Landlord within such time, however, Tenant shall continue to have the right of first refusal to purchase the Leased Premises in the manner hereinbefore provided, under the same or any other offer or contract of sale. Except as otherwise provided hereinbelow, Landlord shall not obtain any offer or enter into any contract of sale applicable to less than all of the Leased Premises or to the Leased Premises together with any other real or personal property or subject matter as a unit, and no sale or conveyance pursuant to such an offer or contract of sale shall be deemed to comply with the terms hereof. For the purposes of this Section, any sale, conveyance or transfer of all or substantially all of the partnership interest in Landlord shall be deemed to be a sale or conveyance of the Leased Premises, and Landlord shall therefore comply with the provisions hereof in connection with any such sale, conveyance or transfer. Landlord may obtain an offer or enter into a contract of sale subject to this right of first refusal applicable to the Leased Premises together with other real property in the Park (as hereinafter defined) upon condition that such offer or contract of sale shall apply to all of the Leased Premises and to a parcel or parcels in the Park cumulatively containing not less than 75% of the total land area in the Park. The Park shall be the area outlined in red on Exhibit "E" hereto. For the purposes of this Section, no sale or conveyance by Landlord of any real property in the Park shall diminish the size or area in the Park or the amount of land area to which an offer or contract of sale must be applicable to be permitted hereunder. IN WITNESS WHEREOF, and intending to be legally bound hereby, the parties hereto have caused these presents to be executed, under seal, the day and year first above written. Attest: LANDLORD: (Corporate Seal) PICKERING PLACE, A LIMITED PARTNERSHIP By: PICKERING CREEK INDUSTRIAL PARK, INC., Sole General Partner of PICKERING PLACE, A LIMITED PARTNERSHIP /s/ [Illegible] By: /s/ Raymond H. Carr - ----------------------------- ---------------------------- Asst. Sec. President Attest: TENANT: (Corporate Seal) CHEMICAL LEAMAN CORP. /s/ S. F. Niness, Jr. By: /s/ S. F. Niness - ----------------------------- ---------------------------------- -19- ADDENDUM #1 TO LEASE AGREEMENT Computation of Rent for the Eleventh through Twentieth Years of Lease Term. For each year of the eleventh through twentieth years of the lease term, the annual rental rate shall be adjusted by computations based upon the Consumer Price Index for Rent (sometimes herein referred to as the "CPI for Rent"). For the purposes of this Addendum and Addendum #2, the Consumer Price Index for Rent shall refer to the line bearing the designation "Rent, residential" in the Consumer Price Index for all Urban Consumers prepared by the Bureau of Labor Statistics (1967 - 100) New Series. (a) The initial step in these computations shall be to determine the average annual increase in the Consumer Price Index for Rent during the ten year period ending the last day of the eleventh calendar month of the tenth year of the lease term. The average annual increase for this period shall be computed by dividing the total increase for this period by ten. This average annual increase shall be a constant to be used in each year for computing the increase in the annual rental rate. For example, if the Consumer Price Index for Rent for the month of the commencement of the term shall be 175.0 and for the 11th month of the tenth year of the term shall be 315.0, then the total increase in the Consumer Price Index for Rent for the ten year period is 80% and the constant to be applied each year in computing the rental rate increase shall be 8% (herein referred to as the "CRI Constant"). (b) To determine the rental rate increase for any year of the 11th through 20th years of the lease term, the CRI Constant, obtained by (a) above, should be multiplied by a specific portion of the prior years rental rate. This portion in each year shall be the amount by which the immediately preceeding year's rental exceeded $377,790.86. The resultant increase shall be added to the prior years rental rate. If, for example, the CRI Constant becomes 8%, as per the example in (a) above, and since the rental rate in the 10th year is already fixed at $492,911.68, the rentals for the 11th through 20th years would be computed as follows: 11th year: $492,911.68 (lOth year rental rate) - 377,790.86 (as per (b) above) ----------- 115,120.82 x .08 (CRI ten year annual average constant) ----------- 9,209.67 (Rental rate increase) + 492,911.68 (Prior years rent) ----------- $502,121.35 (llth year rental rate) 12th year: $502,121.35 (llth year rental rate) - 377,790.86 (as per (b) above) ----------- 124,330.49 x .08 (CRI ten year annual average constant) ----------- 9,946.44 (rental rate increase) 502,121.35 (Prior years rent) $512,067.79 (12th year rental rate) Using these computations, the annual rental rates in the 13th through 20th years, if the CRI Constant were to become .08 as used for these examples, would be: 13th year - $522,809.94 17th year - $575,087.72 14th year - $534,411.47 18th year - $590,871.47 15th year - $546,941.12 19th year - $607,917.92 16th year - $560,473.14 20th year - $626,328.08 (c) In no event shall the rental rate be decreased by application of the CRI Constant as set forth in this addendum. (d) In the event that the Department of Labor shall change the base period used in computing the aforesaid CPI Index for Rent, adjustments shall be made to reflect the intent of the parties to provide for rental increases which relate to governmental financial indices as aforesaid. If for any reason the aforesaid Index shall be discontinued, another appropriate financial index published by a Federal governmental agency or a financial institution shall be used. If the parties cannot mutually agree upon the financial index to be used, the same shall be determined by the Chairman of the Department of Economics at West Chester State College, West Chester, Pennsylvania. The cost of such determination shall be shared equally by the parties. -2- ADDENDUM #2 TO LEASE AGREEMENT Tenant's Option to Extend Term. So long as Tenant shall not be in default hereunder beyond the applicable period after notice of such default, as set forth in Section 8 of this Lease, at the time of the exercise of its election, Tenant shall have the right, at its election, to extend the original term of this Lease for one (1) additional term of ten (10) years, provided that Tenant shall give the Landlord written notice of the exercise of its election at least 180 days prior to the expiration of the then current term. The term shall be thereby extended without the requirement of any action on the part of the Landlord. Tenant may also terminate this Lease at the end of the original term hereof by giving Landlord written notice of intent to terminate not less than 180 days prior to expiration of such time. Provided, however, if Tenant does not give such written notice, Landlord may terminate this Lease or change the terms of this Lease by written notice to Tenant given not less than ninety (90) days prior to the expiration of the term. In the event neither party gives notice, this Lease shall continue on the same terms and conditions in force immediately prior to the expiration of the term and for a further period of one year and so on from year to year unless or until terminated by either party hereto giving the other written notice of intent to terminate at least 180 days before the end of the then term. Except for the rental rate for the fixed rent, all of the terms, conditions and provisions of this Lease shall apply to each extended term. The rental rate for the fixed rent during each year of such extended term, whether extended by Tenant's notice or the failure of either party to give notice, shall be computed in the same manner as the rental rate for the 11th through 20th years of the lease term (as set forth in Addendum #1, except that the Average Annual Increase in the CPI for Rent (as computed in (a) of Addendum #1) shall be recomputed using the ten-year period expiring on the last day of the 11th calendar month of the last year of the immediately preceeding lease term or extension term). Thus applying the examples set forth in Addendum #1 and assuming the CPI for Rent has increased $0.85 during the ten-year period ending the 11th month of the 20th year of the lease term, the CRI Constant would become 0.085 and the rental rates for the initial two years of the option term, if Tenant exercises its option, would be: 1st year: $626,328.08 (20th year rental rate) - 377,790.86 ----------- 248,537.22 x .085 (CRI Constant) ----------- 21,125.66 (rental rate increase) +626,328.08 ----------- $647,453.74 (lst year rental rate) 2nd year: $647,453 74 (1st year rental rate) - 377,790.86 ----------- 269,662.88 x .085 (CRI Constant) ----------- 22,921.34 (rental rate increase) + 647,453.74 ----------- $670,375.08 (2nd year rental rate) ADDENDUM #3 TO LEASE AGREEMENT Construction of Building and Improvements by Landlord. (a) (1) Landlord agrees to construct on and as part of the Leased Premises an office building and other improvements and service facilities therefor (hereinafter collectively referred to as the "building"), all in accordance with the construction plans and specifications identified on the schedule of plans and specifications attached hereto as Exhibit "D", as such plans and specifications may be modified by those of the Change Orders (as defined in paragraph (b) of this Addendum), which Landlord is obligated to perform, which plans and specifications, as so modified, are herein referred to as the "Plans and Specifications". The building shall be located on the premises described in Exhibit "A", as shown on the site plan identified as Item 1 on Exhibit "D" hereto, and shall be Ready for Occupancy on or before the Scheduled Occupancy Date. Subject to paragraph (f) of this Addendum, the Scheduled Occupancy Date shall be postponed for a period of time equal to the length of such delays in construction, if any, experienced by Landlord, due to governmental regulations, acts of God, unusual scarcity of or inability to obtain labor or materials, labor disputes, or other causes beyond Landlord's reasonable control. For the purposes of the preceding sentence failure of Landlord to secure funds to complete the construction of the building shall not be deemed a cause beyond Landlord's reasonable control. The work to be done by Landlord shall include payment of all charges involved in the installation of sewer, water, and electrical facilities servicing the Leased Premises. For the purposes of this Addendum and paragraph (b) of Section 1 of this Lease, but subject to paragraph (d) of this Addendum, the building shall be considered Ready for Occupancy when (1) the construction has been substantially completed, notwithstanding that certain "touch-ups" or "adjustments" may be required for full completion provided that (i) neither the failure of completion nor the act of completion shall interfere with Tenant's use or enjoyment of the Leased Premises or any rights of Tenant under this Lease, which determination shall be made solely by the Tenant as it applies to the Plans and Specifications, and (ii) Landlord shall diligently complete any such touchups or adjustments upon receiving notice thereof; (2) Landlord shall have obtained and delivered to Tenant all such final and unappealable governmental permits and licenses as Landlord is obligated to obtain pursuant to paragraph (1) of Section l(c) of this Lease; and (3) Tenant shall have received written notice from Landlord that Landlord deems the building to have been substantially completed in accordance herewith. (2) For the purposes of the preceding paragraph (1), Landlord and Tenant agree that in no event shall the Leased Premises be deemed to be substantially completed, until: (a) all ceilings and lighting are in and operative; (b) all walls and partitions have been erected, with all doors and hardware installed, and have received final painting or wall covering; (c) all flooring has been installed, cleaned, and buffed; (d) all elevators, heating, air conditioning, plumbing and electrical systems have been installed and are in good working condition; and (e) debris caused by Landlord's trades, and others have been removed and the Leased Premises are clean. (3) Landlord hereby warrants that all construction will be of a good and workmanlike manner, in full compliance with all laws, rules, regulations and orders of all governmental authorities having jurisdiction thereof, in full accordance with the Plans and Specifications, free and clear of mechanics liens, and agrees to cure, at Landlord's sole cost and expense, any and all construction defects or variances from the Plans and Specifications or other breaches of said warranties, promptly after receipt of notice thereof from Tenant, for a period of one (1) year from the date of substantial completion, except in the case of defects in: (i) the built-up roof, in which case the foregoing period shall be two (2) years (provided, however, that Tenant shall notify Landlord in writing and gain Landlord's written approval, which approval shall not be unreasonably withheld or delayed, should any penetrations or additional loads to the roof be contemplated); (ii) items on the Punchlist (as defined below in paragraph (c)), in which case the period shall be one (1) year from the date of completion of the item in question); and (iii) latent defects in the structure of the building, in which case the period shall continue perpetually. For the purposes of the preceding sentence: (1) Landlord's approval to penetrations or additional loads to the roof shall be deemed reasonably withheld if a contractor other than the contractor which originally installed the roof shall be performing the work resulting in such penetration or additional load, and (2) Tenant shall notify Landlord of any latent defect in the building to which Landlord's warranties hereunder apply within 6 years of the date upon which Tenant first becomes aware of such latent defects. Landlord agrees to and does hereby assign to Tenant any and all rights of Landlord under all warranties and guarantees applicable to the building or any portion thereof or equipment therein or any work performed thereon obtained by Landlord from any contractor, subcontractor, supplier or other person(s) supplying work or material for the building which extend beyond the periods in the immediately preceding sentence, such assignment to be effective immediately upon expiration of the applicable period. Landlord agrees that Tenant will have the right to institute and conduct, at its sole cost and expense, in its name, in the name of Landlord or both, such legal or other proceedings as Tenant may consider appropriate to recover damages or other relief under any of the guarantees or warranties hereby assigned to Tenant. Any monetary reward or other relief recovered by Tenant shall be retained by Tenant alone. Landlord shall fully cooperate with Tenant in the conduct of such proceedings, and shall, without limitation, furnish such data, documents, information and assistance and make such appearances as may reasonably be required by Tenant. Landlord agrees to execute all necessary instruments in connection with any such proceedings. -2- (b) (1) The plans and specifications listed on Exhibit "D" hereto shall be final and shall not be changed by Landlord without the prior written consent of Tenant. Tenant shall, however, have the right to make changes from time to time in the plans and specifications (which changes are herein referred to individually as a "Change Order" and collectively as "Change Orders"), provided such changes do not alter the structure of the building, by written notice to Landlord specifying such change. Except to the extent that Tenant may elect to cancel or modify any Change Order by written notice of cancellation or modification to Landlord prior to Landlord's performance thereof, Landlord shall cause the construction of the building to be performed in accordance with all of the Change Orders. (2) If Tenant shall so request of Landlord, Landlord shall, prior to performing the work required by any Change Order, promptly obtain and submit to Tenant not less than three (3) bids from reputable building contractors for the performance of such work. At Tenant's option, Landlord shall either: (i) Accept whichever of such bids Tenant may designate; or (ii) Reject all such bids (in which event such Change Order shall be deemed cancelled); or (iii) Engage any other contractor designated by Tenant to perform such work (notwithstanding that such contractor was not originally selected by Landlord to submit a bid pursuant to the preceding sentence), unless engaging such contractor would cause a disruptive conflict or controversy with labor organizations representing trades performing construction of the buildings for Landlord. In addition to the foregoing, Landlord shall purchase any items designated by Tenant which are necessary to complete performance of any Change Order from any supplier of such item(s) designated by Tenant. Notwithstanding the foregoing, Landlord shall not be obligated to engage any contractor designated by Tenant or purchase items from any supplier designated by Tenant upon condition that, in the case of contractors designated by Tenant, Landlord shall cause its contractor to perform the work to be performed by Tenant's contractor for a price not to exceed the bid of Tenant's contractor, and, in the case of item(s) to be purchased from a supplier designated by Tenant, Landlord shall supply the identical item(s) for a price not to exceed the price quoted by Tenant's supplier. (3) If, as a result of any Change Order, the direct cost and expense of construction of the building shall be increased, taking into full account all savings in construction costs resulting therefrom, and whether or not Landlord shall have received and submitted to Tenant bids in connection with such Change Orders, as provided above, Landlord shall give Tenant written notice of such increase (herein referred to as the "Cost Increase") prior to performing such Change Order. Landlord shall not thereafter proceed to perform such Change Order until Tenant shall have executed a form ordering the performance of the Change Order to proceed. If Landlord shall fail to give Tenant notice of any -3- Cost Increase in connection with any Change Order, then, for the purposes of computing the amounts due from Tenant by reason of such Change Order, as set forth in Paragraph (4) below, there shall be deemed to be no Cost Increase resulting from such Change Order (unless the cost of construction shall be decreased, in which event such decrease shall be accounted for in the matter therein provided). (4) Upon Completion of any Change Order resulting in a Cost Increase, provided Landlord shall have given Tenant written notice thereof as provided above, Tenant shall pay to Landlord an amount equal to 120.84% of the Cost Increase. If, as a result of any Change Order, the direct cost and expense of construction shall instead be decreased, Landlord shall refund any amounts previously paid by Tenant pursuant to the preceding sentence, up to 79.16% of such decrease, and Tenant shall be entitled to offset any excess or 79.16% of such decrease over the amount of Landlord's refund against amounts thereafter becoming due from Tenant under the preceding sentence. (c) Landlord shall prepare and submit to Tenant, together with Landlord's notice of substantial completion given pursuant to paragraph (a) of this Addendum, a list of items (herein referred to as the "Punchlist"), which remain to be performed by Landlord to complete construction of the building in full accordance with the Plans and Specifications, together with a reasonable estimate of the cost of performing each such item. Upon submission of the Punchlist, Landlord shall promptly commence and diligently proceed to perform all of the items listed thereon. Landlord shall complete such performance within ninety (90) days after the date of Landlord's notice, except that if final balancing of the heating, ventilating and air conditioning system shall be an item on the Punchlist, and the date of substantial completion shall not occur during the summer season, such final balancing need not be completed unti1 promptly following the commencement of the immediately following summer season. If Landlord shall fail to perform fully any of the items on the Punchlist within thirteen months after substantial completion of the building, Tenant shall have, in addition to Tenant's other rights here under and at law and in equity, the right to perform such item(s) on behalf of Landlord and do all necessary work in connection therewith, and Landlord agrees to pay to Tenant forthwith an amount equal to 150% of the cost of such item(s) as specified on the Punchlist, and Landlord agrees that Tenant may set off the amount of such indebtedness against any and all rental payments and other payments thereafter becoming due to Landlord pursuant to the provisions of this Lease, until such indebtedness is fully paid. Failure of Landlord to include upon the Punchlist any item which Landlord may be obligated to perform under the Plans and Specifications shall not relieve Landlord of such obligation. (d) If Tenant shall disagree with Landlord's notice stating that construction of the building has been substantially completed, or upon the items (or the cost thereof) to appear on the Punchlist, Tenant shall give Landlord written notice of such disagreement within ten (10) days after actual receipt of such notice and the Punchlist. Such disagreement(s) shall thereupon be determined by submission to Paul Restall, whose address is P. O. Box 250, Swarthmore, Pa. 19081 ("Restall") in a proceeding -4- to be conducted on the Leased Premises on such business day and such business hour within ten (10) business days after the date of Tenant's notice of disagreement, as Tenant may specify in such notice. In such proceeding, Landlord and Tenant shall, in the presence of each other and Restall, each have a full and fair opportunity to present evidence sustaining their respective positions. The decision of Restall in any such dispute shall be final, conclusive and binding upon the parties and not subject to appeal. The cost of any such proceeding shall be shared equally by Landlord and Tenant. In the event Tenant shall dispute the date of substantial completion, commencement of the term hereof and Tenant's rental and other obligations hereunder shall be suspended until determination of such dispute and Tenant shall not be deemed to be in default hereunder by reason of non-performance of such obligations. Upon such determination, the date of substantial completion, as determined by Restall, shall control for purposes of determining when the Leased Premises are Ready for Occupancy and the date of the commencement of the term. In the event Restall shall determine to add to or modify the items and/or the cost of completion thereof appearing on the Punchlist, such additions and/or modifications shall, for the purposes of paragraph (c) of this Addendum, be deemed to have appeared on the Punchlist as originally submitted to by Landlord and the respective rights and obligations of the parties with regard to such additions and/or modifications shall be the same as if such additions and/or modifications had appeared on the Punchlist as originally submitted. (e) Landlord shall commence construction of the building promptly after the date of execution hereof, and shall diligently and continuously proceed with such construction until completion thereof. Anything contained herein to the contrary notwithstanding, if construction of the building shall cease, and, in Tenant's reasonable opinion, no material progress towards completion of construction shall occur for a period of two months following written notice of such cessation from Tenant to Landlord, then Tenant shall have the same rights of purchase of the Leased Premises or termination of this Lease as are set forth in paragraph (f) below, which rights may be exercised by written notice thereof to Landlord given at any time after the expiration of such two month period and prior to the active resumption of such construction. (f) Anything contained in paragraph (a) of this Addendum or elsewhere in this Lease to the contrary notwithstanding, if the building shall not be Ready for Occupancy on or before the date which is 22 months after the date of execution hereof, Tenant shall have the right, by giving Landlord written notice of the exercise thereof within sixty (60) days after the expiration of such 22 month period, either (i) to terminate this Lease, whereupon this Lease and all of the rights and obligations of the parties hereunder shall cease and terminate and this Lease shall thereupon become null and void; or (ii) to purchase the Leased Premises, whereupon Tenant's notice of exercise of this option to purchase and this Lease shall constitute an agreement of sale between the parties whereby Landlord shall agree to sell and Tenant shall agree to purchase the Leased Premises upon the following terms and conditions: -5- (1) Closing for the purchase of the Leased Premises shall be held on such date to be not more than four (4) months after Tenant's notice of exercise of this option to purchase, at such place and at such hour as shall be designated in such notice. (2) The purchase price for the Leased Premises shall be a sum equal to the amount owing from Landlord to the holder of any first mortgage on the Leased Premises as of the date of Tenant's notice exercising this option to purchase, plus accrued interest on such amount to the date of closing, plus Two Hundred Fifty Thousand Dollars ($250,000). Notwithstanding the foregoing, if Tenant shall elect to take title to the Leased Premises under and subject to such existing first mortgage, the purchase price shall instead be equal to $250,000.00. (3) The purchase price shall be payable by Tenant to Landlord at the time of closing by cashier's check or certified check or the plain check of a title insurance company. (4) Landlord shall pay for any documentary stamps to be affixed to the deed of conveyance. Realty transfer taxes, if any, imposed upon or in connection with the conveyance shall be divided equally between Landlord and Tenant. (5) Landlord shall convey to Tenant a good and marketable fee simple title to the Leased Premises, free and clear of all liens, encumbrances, easements, restrictions and other title objections, except those numbered 3, 5, 6, 7, 8, 9, 13 and 15 in Exhibit "C" hereto,* and to the lien of any first mortgage to which this Lease is subordinate, if Landlord shall elect to take title subject to such first mortgage as provided in paragraph (2) of this option. Tenant's title shall be insurable as aforesaid at ordinary rates by any reputable title company of Tenant's choice. (6) If title to the Leased Premises shall not be in accordance with the requirements of paragraph (5) above, Tenant shall have the option of taking such title to the Leased Premises as Landlord can give, with an appropriate abatement of the purchase price for all monetary liens of ascertainable amount, and/or of terminating this Lease, or of continuing this Lease in effect. (7) Real estate taxes and water and sewer rents and charges shall be apportioned pro rata on a per diem basis as of the date of settlement. (g) If, by reason of the events described in paragraphs (e) or (f) hereof, Tenant shall have a right to purchase the Leased Premises and Tenant shall request any documents or information for the purpose of enabling Tenant to determine whether or not to exercise its right to purchase, Landlord shall promptly comply with such request and deliver such documents and information, and Tenant or its nominee shall have the right to audit all of Landlord's books and records pertaining to the Leased Premises and construction of the building thereon prior to exercising any right to purchase the Leased Premises. *to the usual survey exception, -6- (h) The foregoing rights to terminate this Lease or purchase the Leased Premises set forth in paragraphs (e) and (f) above shall constitute Tenant's sole remedies in the event of the defaults described in such paragraphs, and Tenant shall have no right to sue for damages in the event of any such default. (i) Tenant and its authorized representatives shall have the right, from time to time, during the course of construction of the building, to enter upon the Leased Premises for the purpose of inspecting the work, taking measurements and making plans, and, provided that such entry shall not interfere with Landlord's construction of the building and provided further that Tenant shall have acknowledged to Landlord that Landlord has fulfilled its obligation to remove all debris from the portion of the Leased Premises to be so entered and to leave such portion clean, so that Landlord shall not thereafter have any obligation to clean such portion (unless Landlord shall be responsible for further dirt and debris therein), then for the purposes of installing trade fixtures and interior decor, and for any other such purposes other than operation of an office as may be appropriate or desirable, without being deemed thereby to have occupied the Leased Premises for the purposes of Section 1(b) of this Lease or obligated itself to pay rent or other charges. Tenant agrees that Landlord shall have no liability for damage to any property of Tenant stored in the Leased Premises during construction except for damage caused by negligence of Landlord, its employees, agents or invitees. (j) Landlord agrees to supply Tenant with copies of all inspection reports it receives from the holder of any construction or permanent mortgages upon the Leased Premises within five days after receipt of such reports from such holders. -7- ADDENDUM #4 - ENFORCEMENT OF DECLARATION OF PROTECTIVE RESTRICTIONS Landlord and Tenant acknowledge that the Leased Premises, together with certain other parcels of land forming Pickering Creek Industrial Park, are subject to certain restrictions and other provisions set forth in a certain Declaration of Protective Restrictions, recorded in the Office of the Recorder of Deeds in and for Chester County, in Deed Book 175, Page 946, a copy of which is attached to this Lease as Exhibit "B" (the "Declaration"). Landlord represents and warrants that, as of the date of execution hereof, Landlord has the right and power to enforce the covenants, restrictions and other provisions contained in the Declaration upon and with respect to all parcels of land which are outlined in green on Exhibit "E" hereto (herein collectively referred to as the "Neighboring Parcels"). Landlord agrees that: (i) Landlord shall, upon request of Tenant, enforce the restrictions contained in the Declaration, including, without limitation, those restrictions set forth in Paragraph 2 thereof, upon all of the Neighboring Parcels, and shall not grant any variances from said restrictions without the prior written consent of Tenant; and (ii) The construction and use of the building contemplated by this Lease is permitted and does not violate any of the covenants, restrictions or provisions of the Declaration or any other recorded document affecting the Leased Premises; and (iii) Whenever in this Lease Tenant is granted any right or privilege (including, without limitation, rights or privileges conditioned upon Landlord's consent, which is not to be unreasonably withheld or delayed), which right or privilege does or may conflict with any restriction in the Declaration, Landlord shall, and does hereby, approve such variances and grant such consents and approvals as may be required from Landlord, as grantee of the power to enforce the covenants, restrictions and provisions of the Declaration, as may be necessary or desirable in order to effectuate fully the terms and provisions of this Lease. DECLARATION OF PROTECTIVE RESTRICTIONS PICKERING CREEK INDUSTRIAL PARK, INC., a Pennsylvania corporation, hereinafter called "Pickering Creek", is the owner of land situate in Uwchlan Township, Chester County, Pennsylvania, bounded generally on the West by the center line of Gordon Drive (Pennsylvania Legislative Route 147, Spur E), on the North by lands now or formerly of Norman G. Maxton and the Pennsylvania Turnpike Commission, on the East by lands now or formerly of David B. Sharp, Jr. and Raymond Rhine and Sharp Lane (Township Route 472), and on the South by lands now or formerly of United Church of Christ and Elwood J. Brumgard and West Chester-Pottstown Pike (Route #100), said land being all land owned by Pickering Creek in Uwchlan Township lying East of the center line of Gordon Drive (being herein called the "Restricted Area") and part of the premises which Roy S. Vollmer and Jeannette S. Vollmer, his wife, by Deed dated December 16, 1966 and recorded in the Office for the Recording of Deeds in and for Chester County, Pennsylvania, in Deed Book I-37, page 376 &c., granted and conveyed to Pickering Creek. Pickering Creek, for itself and its successors in title to land in the Restricted Area, hereby declares that all land in the Restricted Area shall be held subject to and with the benefit of the restrictions and provisions set forth in this Declaration, it being the intent of this Declaration that any and all grantees and their respective successors in title to Pickering Creek to land in the Restricted Area shall, by acceptance of conveyance land in the Restricted Area, hold their land, and that Pickering Creek shall hold the land retained by it in the Restricted Area, subject to and with the benefit of said restrictions and provisions, as covenants running with the land and as equitable servitudes for the mutual benefit of such lands and their owners in order to assure development of the Restricted Area as a Garden- Type Industrial Center. 1. As used in this Instrument: (a) "Plan-Approving Agent" means Pickering Creek and its corporate successors until it and they cease to own of record any land in the Restricted Area, and thereafter, if Pickering Creek, or its corporate successors, has conveyed of record all land then owned by it in said Area by conveyance containing an express grant to the grantee of rights to approve plans and grant variations as hereinafter provided and a certificate that the grantee either controls or is controlled by the grantor, Plan-Approving Agent shall mean such grantee and successive grantees under like conveyances until such a grantee ceases to own of record any land in the Restricted Area. After conveyance by Pickering Creek or its corporate successors or such a grantee of all land in the Restricted Area then owned by the grantor without such an express grant of rights and certificate, then the Plan Approving Agent shall be such entity, person or body of persons designated from time to time by the owners of the majority of acreage in the Restricted Area by written instrument recorded in the Office for the Recording of Deeds in and for Chester County, Pennsylvania. (b) "Site" means an area of land in the Restricted Area in the same ownership, either shown as one lot on a recorded plan, or, if not so shown, described as the site for one or more buildings by the owner in a recorded instrument, whether or not in either case acquired at one time, or previously so shown as more than one lot or also shown or described for the purpose of lease, but not conveyance, as more than one lot. (c) "Street" means any publicly maintained roadway, and any private roadway maintained for service to two or more owners or sites. -2- (d) "Garden-Type Industrial Center" means, for the purposes of this Declaration, an industrial development for uses permitted by the applicable Zoning requirements of the public authorities as the same may exist from time to time, having open areas, landscaping, exterior appearance and parking and loading facilities conforming in overall effect to those provided by the restrictions set forth in this Declaration. 2. Until December 31, 1999, and except as provided in Paragraph 3 below, the Restricted Area shall be subject to restrictions as follows: (a) No building shall be located within seventy-five feet of any Street. (b) All loading and unloading facilities shall be located on those sides of a building which does not face a street or to the rear of such building. (c) The exterior wall of each building which faces a street shall be faced with brick and all other exterior walls shall be faced with brick or stuccoed block, provided that any of such walls may be faced with other durable material of equal or greater aesthetic and structural acceptability which shall be subject to the prior written approval of the Plan Approving Agent. Foundations, windows, doors, panels over windows and doors and trim shall not be considered facing. (d) Within seventy-five feet from any Street there shall be located only green areas of grass, plants, shrubs and trees, and walks and driveways necessary for access, necessary utility lines, directional signs and parking areas. (e) No business shall be conducted on any Site without first providing facilities for parking, loading and unloading, reasonably sufficient to service the business without using adjacent streets therefor. -3- (f) The exterior appearance of buildings and Sites shall not be permitted to become unsightly and no open storage shall be permitted unless the same shall be not detrimental to the appearance of a Garden-Type Industrial Center and unless screened from view from Streets and adjoining land by solid walls, solid fences or solid hedges not less than 6 feet in height, the plans for which are subject to approval in writing by the Plan Approving Agent. (g) All signs, other than directional signs, shall be erected on exterior building walls or on the roof of the building. All lettering shall be "open" and shall not be more than 8 feet in height. Flashing signs shall not be permitted. (h) No site or building or other structure shall be used in any manner which is detrimental or objectionable to a Garden-Type Industrial Center by reason of noise, odor, vibration, smoke or hazardous operation. (i) No building, exterior sign or structure shall be erected or exterior structural alteration or addition made except pursuant to plans approved in writing by the Plan-Approving Agent as to landscaping and architectural conformity to a Garden-Type Industrial Center, which approval shall not be unreasonably withheld. 3. The Plan-Approving Agent may from time to time by written instrument grant variations from application of particular provisions of Paragraph 2 above to particular buildings or Sites where in the opinion of the Agent, as certified in the instrument, desirable relief can be granted without substantial detriment to the development of the Restricted Area as a Garden-Type Industrial Center and without substantial detriment to the portions thereof theretofore built upon. 4. The restrictions and provisions set forth in this Declaration shall run with the land, and the Plan-Approving Agent or other owner of land within the Restricted Area may enforce the same. -4- 5. Enforccment and remedy under this Declaration shall be only by proceeding in equity to restrain violations. Any construction, other than exterior signs, driveways, parking areas, grading and landscaping, completed for more than three months shall be deemed to comply unless proceeding for enforcement has theretofore been commenced and notice thereof recorded appropriately to affect the record title to the land where the construction is. Failure to enforce any restriction or provision of this Declaration shall not, except as provided above in this paragraph, be deemed a waiver of the right to do so thereafter as to the same breach or as to one occurring prior or subsequent thereto. Invalidation by Judgment of Court of any one of said restrictions or provisions or of any act done pursuant thereto shall in nowise affect any other restriction or provision of this Declaration or act done pursuant thereto as herein provided, which shall remain in full force and effect. No owner shall be responsible except for violations occurring on his land while owner. 6. Pickering Creek has not imposed, either expressly or impliedly, the restrictions and provisions contained in this Declaration upon other land owned by it outside of the perimeter of the Restricted Area, and said other land shall not be subject to said restrictions and provisions and may be conveyed free and clear thereof. IN WITNESS WHEREOF, and intending to be legally bound hereby Pickering Creek has caused this Declaration to be duly executed this 5th day of October, A.D. 1967. (Corporate Seal) PICKERING CREEK INDUSTRIAL PARK, INC. Attest: /s/ [Illegible] By: /s/ Raymond H. Carr --------------------- --------------------------------- Secretary President -5-
Plans and Specifications DRAWINGS Drawing No. Number Title Prepared By Date - --- ------- ----- ----------- ---- 1. A-1 Grading & Site Develop- Roland A. Dunlap, 10/23/1978 ment Plan for Pickering Registered Surveyor, Last revised Creek Industrial Park Brandamore Road, 9/10/1979 Lots 16 and 17 Brandamore, Pa. 19316 (K&C Inc. Job No. 74003) 2. A-2 Building No. 29, First Knauer & Carr, Inc., 10/18/1979 & Second F1. Plan Builder, K & C., Inc., Engr. Dept. ("K&C, INC."), drawn by M2v, Job No. 74003 3. A-2A Building No. 29, 1st K & C, Inc., drawn by 10/8/1979 Floor Core Area Plan P.G.S., Job No. 74003 & Details 4. A-2B Building No. 29, 2nd K & C, Inc., drawn by 10/8/1979 Floor Core Area Plan & P.G.S., Job No. 74003 Details 5. A-3 Building No. 29, Third K & C, Inc., drawn by 10/18/1979 & Fourth F1. Plan M2, Job No. 74003 6. A-3A Building No. 29, 3rd K & C, Inc., drawn by 10/8/1979 Floor Core Area Plan P.G.S., Job No. 74003 & Details 7. A-3B Building No. 29, 4th K & C, Inc., drawn by 10/8/1979 & 5th Floor Core Area P.G.S., Job No. 74003 Plan & Details
EXHIBIT "D" 8. A-4 Building No. 29, Fifth K & C, Inc., drawn by 10/18/1979 & Penthouse Plan M2, Job No. 74003 9. A-4A Penthouse Floor (Prelim.) (No information) 10/19/1979 10. A-5 Building No. 29, Wall K & C, Inc., drawn by 10/3/1979 Section & Details D.C., Job No. 74003 11. A-5A Building No. 29, Cross K & C, Inc., drawn by 10/26/1979 Section M2, Job No. 74003 12. A-6 Northeast Elevation (No information) 10/26/1979 13. S-1 Building No. 29, K & C, Inc., drawn by 10/26/1979 Foundation Plan M2, Job No. 74003 14. E-1 Electrical Contract No. 1, Authur Parker Associates, 4/15/1979 Pickering Place Electrical Consulting Office Building, Engineers, Lionville, Pa., 1382 Anthony Wayne Drive, Knauer & Carr, Inc., Wayne, Pa. 19087, 200 Sharpe Lane, drawn by 1-a.p.a. Lionville, Pa. 19353 15. M-2 Plumbing Riser Diagram Smith & Boucher, Inc., Con- Undated & Fire Protection Riser sulting Engineers, 2420 Diagram, Pickering Pershing Road, Suite 333, Creek Office Building, Kansas City, Missouri 64108, Lionville, Pa. drawn by D.W.E., checked by J.L.B., Project No. 2027 16. S-2 Pickering Place Marshall & Brown, drawn by 4/3/1979 Office Building, S.P.M., checked by C.C., Lionville, Pa., Project No. 2027 2nd & 3rd Flr. Framing
Page 2 17. 1 Planting Plan K & C, Inc. - Thompson Design 10/18/1979 Associates, Berwyn, Pa. drawn by Farley, Job No. 29 18. 2 Details & Detail K & C, Inc. - Thompson Design 10/18/1979 Plan "B" Associates, drawn by Farley, Job No. 29
SPECIFICATIONS 1. Pickering Place Office Building, Lionville, Pennsylvania, for Knauer & Carr, Inc., 200 Sharpe Lane, Lionville, Pa. 19353, March 1979; Marshall & Brown, Architects/Engineers/Planners, 9209 West 110 Street, Overland Park, Kansas 66210; Smith & Boucher, Mechanical/Electrical Engineers, 2420 Pershing Road, Kansas City, Missouri 64108; Knauer & Carr, Inc., Building No. 29, Project No. 2027. Landlord and Tenant have initialed each page of the approved copy of these specifications. 2. Building No. 29, Interior Finishes (a copy of this item is attached to this Exhibit). SUBMISSION OF PLANS BY TENANT Tenant shall, on or before February 1, 1980 submit to Landlord architectural plans (hereinafter referred to as "Tenant's Plans") covering the layout of the interior partitions in the building in order to permit Landlord to perform the interior finishing of the building. If Tenant's Plans shall deviate from the plans and specifications listed in this Exhibit "D", or, in the opinion of Landlord, Tenant would be, under the terms of this Lease, obligated to make any payment to Landlord by reason of the performance by Landlord of construction in accordance with Tenant's Plans, Landlord shall give Tenant written notice of such fact within twenty (20) days after receipt of Tenant's Plans. If Tenant's Plans do, in fact, under the terms hereof, provide for any such deviation, or for construction which would give rise to an obligation by Tenant to make such a payment to Landlord, Tenant's Plans, shall, to that extent, thereupon, for the purposes of this Lease, be treated as a Change Order, and Landlord and Tenant shall have all of their respective rights and obligations in connection therewith as are set forth in Addendum #3 to this Lease, including, without limitation, the obligation of Landlord to give notice of any Cost Increase in connection therewith as set forth in paragraph (a) (3) thereof, and to obtain bids, in connection therewith, as set forth in paragraph (a) (2) thereof. If Tenant shall fail to submit Tenant's Plans timely, then subject to paragraph (f) of Addendum #3 the Scheduled Occupancy Date shall be postponed for a period of time equal to the length of such delay by Tenant. Such postponement shall be the sole remedy of Landlord in the event of such a delay by Tenant. MEMORANDUM OF LEASE THIS MEMORANDUM OF LEASE is entered into this 14th day of November, 1979, by and between PICKERING PLACE, A LIMITED PARTNERSHIP, a limited partnership organized and existing under the laws of the Commonwealth of Pennsylvania (sometimes herein referred to as "Landlord") and CHEMICAL LEAMAN CORP., a Pennsylvania corporation (sometimes herein referred to as "Tenant"). 1. The name of the lessor is Pickering Place, A Limited Partnership, a Pennsylvania limited partnership. 2. The name of the lessee is Chemical Leaman Corp., a Pennsylvania corporation. 3. The address of the lessor, as set forth in the Lease, is 200 Sharpe Lane, Lionville, Pennsylvania 19353. 4. The address of the lessee, as set forth in the Lease, is (i) until commencement of the term, 520 East Lancaster Avenue, Downingtown, Pennsylvania 19335, and (ii) at the demised premises, 102 Pickering Way, Lionville, Pennsylvania 19353. 4. The date of the Lease is the same as the date of this Memorandum of Lease. 5. The demised premises are described in Exhibit "A" attached hereto. 6. The provisions of the Lease pursuant to which the date of commencement of the term is fixed are set forth in Exhibit "B" attached hereto. 7. The initial term of the Lease is for 20 years, terminating at midnight of the last day of the calendar month in which the twentieth anniversary of the commencement date occurs. If neither party gives notice of termination, as provided in the Lease, the terms continues thereafter for a further period of one year and so on from year to year until terminated by notice from either party to the other at least 180 days before expiration of the then current term. 8. The lessee has one optional renewal period of ten years, the expiration of which shall occur on the last day of the calendar month in which the thirtieth anniversary of the commencement date occurs. 9. The lessee has a right of first refusal to purchase the demised premises throughout the term of the Lease, which right continues until expiration of the term as the same may be extended. 10. The Lease grants to the lessee certain rights with respect to certain parcels of land adjacent to the demised premises as follows: ADDENDUM #4 - ENFORCEMENT OF DECLARATION OF PROTECTIVE RESTRICTIONS Landlord and Tenant acknowledge that the Leased Premises, together with certain other parcels of land forming Pickering Creek Industrial Park, are subject to certain restrictions and other provisions set forth in a certain Declaration of Protective Restrictions, recorded in the Office of the Recorder of Deeds in and for Chester County, in Deed Book 175, Page 946, a copy of which is attached to this Lease as Exhibit "B" (the "Declaration"). Landlord represents and warrants that, as of the date of execution hereof, Landlord has the right and power to enforce the covenants, restrictions and other provisions contained in the Declaration upon and with respect to all parcels of land which are outlined in green on Exhibit "E" hereto (herein collectively referred to as the "Neighboring Parcels"). Landlord agrees that: (i) Landlord shall, upon request of Tenant, enforce the restrictions contained in the Declaration, including, without limitation, those restrictions set forth in Paragraph 2 thereof, upon all of the Neighboring Parcels, and shall not grant any variances from said restrictions without the prior written consent of Tenant; and -2- (ii) The construction and use of the building contemplated by this Lease is permitted and does not violate any of the covenants, restrictions or provisions of the Declaration or any other recorded document affecting the Leased Premises; and (iii) Whenever in this Lease Tenant is granted any right or privilege (including, without limitation, rights or privileges conditioned upon Landlord's consent, which is not to be unreasonably withheld or delayed), which right or privilege does or may conflict with any restriction in the Declaration, Landlord shall, and does hereby, approve such variances and grant such consents and approvals as may be required from Landlord, as grantee of the power to enforce the covenants, restrictions and provisions of the Declaration, as may be necessary or desirable in order to effectuate fully the terms and provisions of this Lease. 11. * IN WITNESS WHEREOF, the parties hereto have hereunto set their hands and seals the day and year first above written. PICKERING PLACE, A LIMITED PARTNERSHIP, By its sole General Partner, PICKERING CREEK INDUSTRIAL PARK, INC General Partner Attest: /s/ [Illegible] By: /s/ Raymond H. Carr - ----------------------------------- --------------------------------- President CHEMICAL LEAMAN CORP. Attest: /s/ S.F. Niness, Jr. By: /s/ S.F. Niness - ------------------------------------ --------------------------------- * This Memorandum of Lease is intended for recording purposes only and does not supercede, diminish, add to or change the terms of the Lease. -3- 1(b). Term. The term of the Lease shall commence upon either (i) the tenth day following the date on which the Leased Premises are Ready for Occupancy, determined as set forth in paragraphs (a) and (d) of Addendum #3 hereto, or (ii) the date on which the Leased Premises are occupied by the Tenant, whichever first occurs, and shall continue for twenty (20) years, terminating at midnight of the last day of the calendar month in which the twentieth (20th) anniversary of the commencement date occurs. 1(c). Promptly after the date of execution hereof (or, in the case of applications dependent upon construction of the building, as soon as such applications are permissible), Landlord shall apply for, and use its best efforts to obtain in final and unappeal form, all such zoning, subdivision, building, Department of Environmental Resource and other federal, state and local governmental permits and licenses as may be required for lawful construction of the building (as defined in paragraph (a) of Addendum #1 hereto) and for Tenant's lawful use and occupancy of the Leased Premises as a corporate headquarters and office building, including,, without limitation, a final certificate of occupancy from Uwchlan Township and all required approvals from the Department of Labor and Industry in Harrisburg. Addendum #3 (A)(1) For the purposes of this Addendum and paragraph (b) of Section 1 of this Lease, but subject to paragraph (d) of this Addendum, the building shall be considered Ready for Occupancy when (1) the construction has been substantially completed, not withstanding that certain "touch-ups" or "adjustments" may be required for full completion provided that (i) neither the failure of completion nor the act of completion shall interfere with Tenant's use or enjoyment of the Leased Premises or any rights of Tenant under this Lease, which determination shall be made solely by the Tenant as it applies, to the Plans and Specifications, and (ii) Landlord shall diligently complete any such touch-ups or adjustments upon receiving notice thereof (2) Landlord shall have obtained and delivered to Tenant all such final and unappealable governmental permits and licenses as Landlord is obligated to obtain pursuant to paragraph (1) of Section 1(c)) of this Lease; and (3) Tenant shall have received written notice from Landlord that Landlord deems the building to have been substantially completed in accordance herewith. (2) For the purposes of the preceding paragraph (1), Landlord and Tenant agree that in no event shall the Leased Premises be deemed to be substantially completed, until: (a) all ceilings and lighting are in and operative; (b) all walls and partitions have been erected, with all doors and hardware installed, and have received final painting or wall covering; (c) all flooring has been installed, cleaned, and buffed; EXHIBIT "B" Page 1 of 2 (d) all elevators, heating, air conditioning, plumbing and electrical systems have been installed and are in good working condition; and (e) debris caused by Landlord's trades, and others have been removed and the Leased Premises are clean. (3) If Tenant shall disagree with Landlord's notice stating that construction of the building has been substantially completed, or upon the items (or the cost thereof) to appear on the Punchlist, Tenant shall give Landlord written notice of such disagreement within ten (10) days after actual receipt of such notice and the Punchlist. Such disagreement(s) shall thereupon be determined by submission to Paul Restall, whose address is P. O. Box 250, Swarthmore, Pa. 19081 ("Restall") in a proceeding to be conducted on the Leased Premises on such business day and such business hour within ten (10) business days after the date of Tenant's notice of disagreement, as Tenant may specify in such notice. In such proceeding, Landlord and Tenant shall, in the presence of each other and Restall, each have a full and fair opportunity to present evidence sustaining their respective positions. The decision of Restall in any such dispute shall be final, conclusive and binding upon the parties and not subject to appeal. The cost of any such proceeding shall be shared equally by Landlord and Tenant. In the event Tenant shall dispute the date of substantial completion, commencement of the term hereof and Tenant's rental and other obligations hereunder shall be suspended until determination of such dispute and Tenant shall not be deemed to be in default hereunder by reason of non-performance of such obligations. Upon such determination, the date of substantial completion, as determined by Restall, shall control for purposes of determining when the Leased Premises are Ready for Occupancy and the date of the commencement of the term. EXHIBIT "B" Page 2 of 2 [MAP OF PICKERING INDUSTRIAL PARK] PICKERING INDUSTRIAL PARK LIONVILLE, PENNA. UWCHLAN TWP. CHESTER CO., NOV. 16, 1997 EXHIBIT "E" Park -- Outlined in Red. The Park includes all areas outlined in red except those parcels owned by the occupants of the buildings marked with an "X". Neighboring Parcels -- Outlined in Green. COMMONWEALTH OF PENNSYLVANIA : : SS. COUNTY OF : On this, the 14th day of November, 1979, before me, the subscriber, a notary public in and for the Commonwealth of Pennsylvania, personally appeared S. F. Niness, who acknowledged himself to be the Chairman of the Board of CHEMICAL LEAMAN CORP., a corporation, and that he, as such Chairman of the Board being authorized to do so, executed the foregoing Memorandum of Lease for the purposes therein contained by signing the name of the corporation by himself as Chairman of the Board. IN WITNESS WHEREOF, I hereunto set my hand and official seal. /s/ LORETTA F. SIMON ---------------------------------- Notary Public My Commission Expires: 8/30/80 (Notarial Seal) NOTARY PUBLIC CHESTER COUNTY, DOWNINGTOWN, PA My Commission Expires August 30, 1980 COMMONWEALTH OF PENNSYLVANIA : : SS. COUNTY OF : On this, the 14th day of November, 1979 before me, the subscriber, a notary public in and for the Commonwealth of Pennsylvania, personally appeared Raymond H. Carr who acknowledged himself to be the President of PICKERING CREEK INDUSTRIAL PARK, INC., a corporation and sole general partner of Pickering Place, A Limited Partnership, a limited partnership, organized and existing under the laws of the Commonwealth of Pennsylvania, and that he, as such President, executed the foregoing Memorandum of Lease for the partnership for the purposes therein contained by signing the name of the corporation by himself as President. IN WITNESS WHEREOF, I hereunto set my hand and official seal. /s/ LORETTA F. SIMON ---------------------------------- Notary Public My Commission Expires: 8/30/80 (Notarial Seal) NOTARY PUBLIC CHESTER COUNTY, DOWNINGTOWN, PA My Commission Expires August 30, 1980 EX-10.34 41 REVOLVING CREDIT AGREEMENT EXHIBIT 10.34 REVOLVING CREDIT AGREEMENT Revolving Credit Agreement, dated June 28, 1996 by and among FLEET ACQUISITION CORPORATION, a Delaware corporation ("Company"), and ASSOCIATES COMMERCIAL CORPORATION ("Secured Party"). PRELIMINARY STATEMENT The Company has requested the Secured Party to provide the Company with a credit facility in the amount of $10,000,000. The Secured Party is willing to provide the Company with a credit facility upon the terms and conditions set forth in this Agreement. NOW, THEREFORE, in consideration of the premises and intending to be legally bound hereby the parties hereto agree as follows: SECTION 1 THE CREDIT 1.1 REVOLVING CREDIT LOANS. Secured Party agrees to make loans (herein called "Revolving Credit Loans" or "Loans") to the Company from time to time during the period commencing on the date hereof and ending June 30, 1998 or on any earlier date as provided in Section 6.1 hereof (herein called the "Termination Date"), in principal amounts not to exceed at any one time outstanding, in the aggregate, the amount of $10,000,000 (such sum being referred to herein as the "Commitment Amount"), subject to the Borrowing Base requirements set forth below and all other terms and conditions herein, including, without limitation, Sections 4.2 and 5.2 below (such agreement to make Loans is referred to herein as the "Commitment"). Each Revolving Credit Loan shall be in the minimum principal amount of $100,000 or if greater, then in multiples of $100,000. Within the limits of the lower of the Commitment Amount or the Borrowing Base, the Company may borrow, prepay and reborrow from time to time. 1.2 EVIDENCE OF DEBT. The Secured Party's books and records shall be prima facie evidence of the aggregate amount from time to time owing under the Revolving Credit Loans. 1.3 FUNDING PROCEDURES FOR REVOLVING CREDIT LOANS. Each Revolving Credit Loan shall be requested by delivery to the Secured Party of a written loan request signed by an officer of the Company designated by resolution of the Board of -1- Directors of the Company from time to time (the "Approved Officers") in substantially the form attached hereto as Exhibit A ("Revolving Loan Request"). Each Revolving Loan Request shall be delivered to, and shall be received by Secured Party not less than three Business Days prior to the date of the proposed Loan. "Business Day" shall mean any day that is not a Saturday, Sunday or other day in which banking institutions in Dallas, Texas are authorized or required by law or executive order to close. Each Revolving Loan Request shall be accompanied by a certificate ("Borrowing Base Certificate"), in substantially the form attached hereto as Exhibit B, signed by an Approved Officer of the Company. 1.4 COMMITMENT FEE. In consideration for Secured Party issuing the Commitment, the Company agrees to pay Secured Party a fee ("Commitment Fee") computed monthly at the rate of .04167% per month on the difference between the Commitment Amount and the average daily unpaid principal balance owing under the Revolving Credit Loans during the preceding month. The Commitment Fee shall be paid on the fifth day of each month commencing on the first such day after the date hereof. The Commitment Fee shall be calculated on the basis of a 365 or 366-day year, as the case may be, for the actual number of days elapsed. 1.5 REVOLVING CREDIT LOAN PREPAYMENTS. Under Section 5.2(a), the Company may be obligated to make certain mandatory prepayments on the unpaid principal amount of the Revolving Credit Loans. In addition, the Company may prepay the Revolving Credit Loans in whole at any time or in part from time to time, in either case with accrued interest to the date of such prepayment on the principal amount being prepaid, provided that each such partial prepayment shall be in the principal amount of $100,000 or an integral multiple thereof. Prepayments shall be without premium or penalty. 1.6 TERM LOAN. Subject to the terms and conditions set forth herein, Secured Party agrees to extend, on June 30, 1998 the time for the payment of the then remaining aggregate principal balance of the Revolving Credit Loans. The Company's obligations under such extension shall be referred to herein as the "Term Loan". 1.7 TERM LOAN REQUEST. The Company must request the Term Loan by delivering to Secured Party, in sufficient time such that it is received by Secured Party prior to June 30, 1998 a written extension request signed by an Approved Officer of the Company in substantially the form attached hereto as Exhibit C (the "Term Loan Request"). The Term Loan shall be due in forty-eight (48) equal consecutive monthly installments of principal due on the first day of each month commencing on August 1, 1998. Each installment shall be rounded upwards to the next whole dollar except in the case of the final installment which shall be in an amount sufficient to pay in full the remaining unpaid principal amount of the Term Loan. Each principal installment shall be accompanied by a payment of interest accrued to the date of such installment. 1.8 TERM LOAN PREPAYMENTS. Under Section 5.2(a), the Company may be obligated to make certain mandatory prepayments on the unpaid principal amount of the -2- Term Loan. In addition, the Company shall have the right to prepay the Term Loan in whole at any time or in part from time to time, together with accrued interest to the date of such prepayment on the principal amount being prepaid. Each prepayment shall be in the amount of $100,000 or an integral multiple thereof and shall be applied first to accrued interest and then to principal installments remaining on the Term Loan in the inverse order of their maturities. 1.9 INTEREST. The Company will pay interest on the unpaid principal balance of each Revolving Credit Loan and the Term Loan, accrued from the date of such loan until the principal amount thereof is paid in full, at a rate per annum equal to the following: the interest rate on the interest rate the Revolving Credit on the Term If the Prime Rate is: Loan shall be: Loan shall be: - --------------------- -------------- -------------- Equal to or less than 6.5% The Prime Rate The Prime Rate plus 1 1/2% plus 1 1/2% Less than or equal to 6.75% and greater than 6.5% 8.1875% 8.625% Less than or equal to 7% and greater than 6.75% 8.3750% 8.75% Less than or equal to 7.25% and greater than 7% 8.5625% 8.875% Less than or equal to 7.5% and greater than 7.25% 8.7500% 9.0% Less than or equal to 7.75% and greater than 7.5% 8.9375% 9.125% Less than or equal to 8% and greater than 7.75% 9.1250% 9.250% Less than or equal to 8.25% and greater than 8% 9.3125% 9.375% Less than or equal to 8.5% and greater than 8.25% 9.5% 9.5% Greater than 8.5% The Prime Rate The Prime Rate plus .75% plus .75% The Prime Rate shall mean the per annum lending rate publicly announced from time to time by Corestates Bank, N.A. (or any successor bank(s) thereof) as the base rate for unsecured short term business loans, such rate being the rate presently referred to by some banks as its base rate or as its reference rate or as its corporate base rate or as its prime rate for unsecured loans of the shortest maturity to corporate borrowers. Interest shall be calculated on the basis of a 365 or 366-day year as the case may be for the actual number of days elapsed and shall -3- change as and when the Prime Rate shall change. Interest shall be payable on the first day of each month commencing with the first such day after the date of each Revolving Credit Loan, or the Term Loan, as applicable, and on the Termination Date. In the event any Event of Default (as defined herein) shall have occurred and be continuing and provided all related notices have been given, a default rate (the "Default Rate") shall be payable monthly on the first day of each month, or on demand by the Secured Party from and after the date of occurrence and until such time as no Event of Default shall continue to exist. Such Default Rate shall be a rate per annum equal to two percent (2.0%) in excess of the interest rate then applicable to the Revolving Credit Loan or Term Loan. 1.10 PAYMENTS GENERALLY. All payments of principal, interest and fees or other amounts payable hereunder, shall be remitted to the Secured Party at the address set forth opposite its name on the signature pages hereof in immediately available funds. In the event any payment is stated as due on a day which is not a Business Day, the maturity of such payment shall be extended to the next succeeding Business Day and interest shall continue to accrue during such extension. SECTION 2 REPRESENTATIONS AND WARRANTIES The Company represents and warrants to the Secured Party that: 2.1 ORGANIZATION, STANDING. Chemical Leaman Corporation and the Company each is a corporation duly organized, validly existing and in good standing under the laws of the jurisdiction of its incorporation, has the corporate power and authority necessary to own its assets, carry on its business and enter into and perform its obligations hereunder, under the Revolving Credit Loans, under the Term Loan and under all related loan documents (this Agreement, the Revolving Loan Requests, the Term Loan Request, the Security Agreement (defined in Section 3.1) and all related loan documents being referred to herein, individually as a "Loan Document" and collectively, as the "Loan Documents"). Except as set forth in Exhibit D hereof, the Company is qualified to do business and is in good standing as a foreign corporation in each jurisdiction in which it is required to so qualify unless the failure to so qualify would not (i) have a material adverse effect on the Company or (ii) affect the validity or enforceability of any Loan Document. Exhibit E attached hereto contains an officer's certificate listing each state in which the Company has filed for or obtained approval to operate and each state in which the Company provides intra-state service under the jurisdiction of any state regulatory agency. 2.2. CORPORATE AUTHORITY, 2 The making and performance of the Loan Documents are within its power and authority and have been duly authorized by all necessary corporate action. The making and performance of the Loan Documents do not and will not require any consent or approval of any of its shareholders or any other person which has not been obtained, do not and will not violate any law, rule, regulation, order, writ, judgment, injunction, decree, determination or award, do not violate any provision of its -4- charter or by-laws, do not and will not result in any breach of any agreement for payment of money where the indebtedness thereof exceeds $250,000 or any lease having a present value in excess of $50,000 to which it is a party, by which it is bound or to which any of its assets is or may be subject, and do not and will not give rise to any lien or charge upon any of its assets except in favor of the Secured Party. It is not in default in any material respect under any of the foregoing. Exhibit F attached hereto is a copy of the resolution of the Company's Board of Directors authorizing it to enter into this Agreement, the other Loan Documents, and the transactions contemplated pursuant hereto and thereto, and naming by Approved Officers who are duly authorized to execute this Agreement and the other Loan Documents and to take other actions pursuant hereto and thereto. 2.3 VALIDITY OF DOCUMENTS. Each Loan Document, when executed and delivered, will be the legal, valid and binding obligation of the Company enforceable against it in accordance with its terms. The Guaranty, when executed and delivered, will be the legal, valid, binding obligation of Chemical Leaman Company enforceable in accordance with its terms. Each Loan Document which purports to create a lien or security interest, when executed and delivered, will be effective to create the lien or security interest it purports to create. Except as has been duly obtained and recited in Exhibit G attached hereto, no authorization, consent, approval, license, exemption of or filing or registration with any court, governmental agency or other tribunal is or will be necessary to the validity or performance of any Loan Document. 2.4 LITIGATION. There are no actions, suits or proceedings pending or threatened against or affecting it or any of its assets before any court, government agency, or other tribunal, which would have a material adverse effect on its or its Affiliates' financial condition, operation or assets or upon its ability to perform under the Loan Documents. "Affiliate" means any person who directly or indirectly controls or is controlled by or is under common control with the Company. "Control" means the power to direct or cause direction of the management and policies of the controlled person. 2.5 ERISA. Each employee benefit plan of the Company or multi-employer plan (the "Plans") in which any employee of the Company participates that is subject to any provision of the Employee Retirement Income Security Act of 1974 or the Multiemployer Pension Plan Amendments Act of 1980 and of the regulations adopted pursuant thereto (hereinafter collectively called "ERISA") is being administered in accordance with the documents and instruments governing such Plan, and such documents and instruments are substantially consistent with the applicable provisions of ERISA. None of the Plans or the trusts created thereunder have engaged in a "Prohibited Transaction" which could subject any such Plan or trust to a material tax or penalty on prohibited transactions imposed by the Internal Revenue Code of 1986, as amended (the "Code"), or ERISA. None of the Plans which are "Employee Pension Benefit Plans" or the trusts created thereunder have been terminated; nor has any such Plan incurred any material liability to the Pension Benefit Guaranty Corporation established pursuant to ERISA, other than for required insurance premiums which have been paid when due. or incurred any material "Accumulated Funding -5- Deficiency" whether or not waived; nor has there been any "Reportable Event," or other event or condition, which represents a material risk of termination or any such Plan by the Pension Benefit Guaranty Corporation. With respect to multiemployer plans to which the Company makes contributions but does not participate in the administration of such plans, the Company's representations are based on information received by it concerning each such plan. All contributions required under collective bargaining agreements to which the Company is a party or by which it is bound have been paid. The Company has not withdrawn from participation in any "Multiemployer Plan" to which it makes contributions, and the Company has not received any notice and is not aware that any multiemployer plan to which it contributes is insolvent or in reorganization status within the meaning of ERISA. As used herein, the terms "Prohibited Transaction" and "Multiemployer Plans" shall have the respective meanings assigned to them in the Code and in ERISA, and the terms "Employee Benefit Plans", "Employee Pension Benefit Plans", "Accumulated Funding Deficiency", "Reportable Event" and "Withdrawal" shall have the respective meanings assigned to them in ERISA. 2.6 FINANCIAL STATEMENTS. The consolidated financial statements of Chemical Leaman Corporation as of December 31, 1995 and for the period then ending, consisting of a balance sheet, related statement of changes in financial position and statement of operations and changes in shareholders' equity, and accompanying footnotes, and the interim financial statements dated March 31, 1996 furnished to the Secured Party in connection herewith are in each case complete and correct in all material respects and fairly present the financial condition, results of operations and changes in shareholders' equity as of the date and for the period referred to, all in accordance with generally accepted accounting principles consistently applied, subject to fiscal year-end audit adjustments in the case of the interim financial statements. There has been no material adverse change in the financial condition or operation of Chemical Leaman Corporation (consolidated) since the date of the interim financial statements except as may have heretofore been disclosed to the Secured Party in writing with a copy being attached hereto as Exhibit H. 2.7 MARGIN REGULATIONS. No proceeds of any Loan hereunder will be applied for the purpose of purchasing or carrying or trading in any securities, including "Margin Stock" as defined from time to time by the Board of Governors of the Federal Reserve System, or refinancing any credit previously extended for any such purpose. 2.8 NOT IN DEFAULT. No Event of Default or other event which, with the giving of notice or the passage of time or both, would constitute an Event of Default under any Loan Document has occurred and is continuing. 2.9 APPROVAL OF REGULATORY AGENCIES. No consent, approval or authorization, or designation, declaration or filing with any governmental agency or authority which could in any way now or hereafter affect the validity or enforceability of any Loan Document is required which has not been obtained. -6- 2.10 TAX RETURNS. The Company has filed all federal, state and local tax returns and reports which it is required by law to file and has paid all taxes, assessments, withholdings and other governmental charges which are presently due and payable. 2.11 PERMITS, LICENSES, ETC. The Company possesses all permits, licenses, franchises, trademarks, copyrights and patents necessary to the conduct of its business as presently conducted or as presently proposed to be conducted, the absence of which would (i) have a material adverse effect on the Company, or (ii) affect the validity or enforceability of any Loan Document. 2.12 DISCLOSURE GENERALLY. The representations and statements made by or on behalf of the Company in connection with this credit facility and Loans hereunder, including representations and statements in each of the Loan Documents, do not and will not contain any untrue statement of a material fact or omit to state a material fact or any fact necessary to make the representations made not materially misleading. No written information, exhibit, report, brochure or financial statement furnished by the Company to the Secured Party in connection with this credit facility, Loans hereunder, or any Loan Document contains or will contain any material misstatement of fact or omit to state a material fact or any fact necessary to make the statements contained herein not misleading. SECTION 3 SECURITY 3.1 SECURITY DOCUMENTS. As security for the Obligations, as defined herein, the Secured Party shall have a valid, perfected first lien on and security interest in those assets of the Company specified in the Revolving Security Agreement of even date between the Company and the Secured Party and all Schedule A's attached to the Revolving Security Agreement now or at any time in the future pursuant to the terms thereof (as amended and supplemented, the "Security Agreement"). "Obligations" shall mean the Revolving Obligations, as defined in Section 5.2(a), and all other absolute and contingent obligations and liabilities of the Company to the Secured Party now existing or hereafter arising, whether under this Agreement or any other agreement, including without limitation, liabilities arising as a result of preference claims under Section 547 of the Bankruptcy Code. 3.2 RELEASE OF COLLATERAL. Provided the Company is not in default under any agreement between the Company and the Secured Party, upon the payment in full of the Revolving Obligations and the termination of the Commitment, the Secured Party shall release the lien and security interest of the Secured Party in the assets of the Company as specified in each of the Loan Documents and shall do such things as are reasonably requested by the Company to effect such release. -7- SECTION 4 CONDITIONS PRECEDENT 4.1 OBLIGATIONS OF SECURED PARTY. The obligation of Secured Party to make any Loan or to permit the conversion of the Revolving Credit Loans to the Term Loan is conditioned upon the following: (a) DOCUMENTS. The Company shall have delivered and the Secured Party shall have received, as applicable, a Revolving Loan Request or a Term Loan Request, and a Borrowing Base Certificate (dated a date which is the last day of the immediately preceding calendar month or a day in the instant calendar month, as the Company may elect), and the Secured Party shall also have received a certificate dated the date of such Loan or Term Loan and signed by an Approved Officer of the Company to the effect set forth in Section 4.1(c). (b) CONDITIONS. The amount of such Loan, when added to the Revolving Obligations, would not exceed the lesser of (i) the Borrowing Base on the date of such Loan or (ii) the Commitment Amount and, after giving effect to such Loan no Event of Default or event, which with the giving of notice or the lapse of time or both, would constitute an Event of Default, shall exist. (c) COMPLIANCE; REPRESENTATIONS AND WARRANTIES. The Company and Chemical Leaman Corporation shall have complied and be in compliance with all covenants, agreements and conditions in each Loan Document and each representation and warranty contained in each Loan Document shall be true with the same effect as though such representation and warranty had been made on the date of such Loan. (d) EVIDENCE OF AUTHORIZATION. The Secured Party shall have received certified copies of all corporate or other action taken by the Company and Chemical Leaman Corporation to authorize its execution, delivery and performance of the Loan Documents and to authorize the Loans hereunder, together with such other related papers as the Secured Party shall reasonably require. (e) INCUMBENCY. The Secured Party shall have received a certificate signed by the secretary or assistant secretary of the Company together with the true signature of such officer or officers, upon which the Secured Party shall be entitled to rely conclusively until it shall have received a further certificate of the appropriate secretary or assistant secretary amending the prior certificate and submitting the signature of the officer or officers named in the new certificate. (f) SECURITY AGREEMENT. The Secured Party shall have received a Supplemental Schedule A to the Security Agreement in the form attached hereto as Exhibit I describing the additional Revenue Equipment, if any, which is necessary to satisfy the Borrowing Base requirements below, together with all instruments, certificates of title, financing statements and other documents then -8- required to be delivered pursuant to the Security Agreement, in each instance in form and substance satisfactory to the Secured Party. (g) EVIDENCE OF PRIORITY. The Secured Party shall have received evidence it deems reasonably appropriate that it has a first priority and perfected security interest and lien on the Revenue Equipment. (h) GUARANTIES. The Continuing Guaranty dated of even date herewith which was executed by Chemical Leaman Corporation for the benefit of the Secured Party relating to the Company's obligations (the "Guaranty") shall continue to apply to future obligations incurred by the Company and shall be in full force and effect. 4.2 REVOLVING CREDIT LOANS UNDER THIS AGREEMENT. The obligation of Secured Party to make the first Revolving Credit Loan under this Agreement is further conditioned upon the following: (a) LEGAL OPINION. The Secured Party has received the favorable written opinion of counsel for the Company which shall be addressed to the Secured Party and dated the date of this Agreement, in form and substance satisfactory to the Secured Party. (b) SECURITY AGREEMENT. The Secured Party shall have received the Security Agreement together with all instruments, certificates of title, financing statements and other documents then required to be delivered pursuant to the Security Agreement in each instance in form and substance satisfactory to Secured Party. 4.3 TERM LOAN. The obligation of Secured Party to make the Term Loan is, in addition to the other conditions stated in this Article 4 (including, without limitation, those with respect to a Borrowing Base Certificate, the Term Loan Request and the absence of any defaults), further conditioned upon receipt by the Secured Party of copies of all consents, approvals or authorizations, each in form and substance reasonably acceptable to the Secured Party, of all governmental agencies and authorities which may be required in connection with the Term Loan. If the conditions precedent herein relating to the Term Loan are not satisfied prior to the Termination Date, the Secured Party shall have no obligation to make the Term Loan and the Revolving Credit Loans shall then be immediately due and payable. SECTION 5 COVENANTS OF COMPANY The Company agrees that, so long as either the Commitment remains in effect, or any Revolving Obligation is outstanding: -9- 5.1 REPORTING REQUIREMENTS. (a) ANNUAL FINANCIAL STATEMENTS. As soon as available but in any event within 120 days after the end of each fiscal year, the Company will deliver to Secured Party financial statements of the Company and Chemical Leaman Corporation (consolidated) for such fiscal year. "Financial Statements" shall mean a balance sheet, a statement of earnings or loss, and a statement of change in financial position for the fiscal year and the immediately preceding fiscal year in comparative form. Financial Statements shall be in reasonable detail with appropriate notes and be prepared in accordance with generally accepted accounting principles applied on a consistent basis and certified by an officer of Chemical Leaman Corporation. Except as provided in this Subsection 5.1(a), the Annual Financial Statements of Chemical Leaman Corporation shall be certified (without any material qualification, exception or limiting statement or disclosure) by independent public accountants of nationally recognized standing who shall be acceptable to the Secured Party, which acceptance shall not be unreasonably withheld. (b) QUARTERLY FINANCIAL STATEMENTS. As soon as available but in any event within 45 days after the end of each of the first three fiscal quarters of each fiscal year, the Company will deliver to Secured Party financial statements of the Company and Chemical Leaman Corporation (consolidated) for comparable period of the preceding fiscal year and in each instance the cumulative year to date. Quarterly financial statements shall be certified by the president, chief executive or chief financial officer of Chemical Leaman Corporation and by an Approved Officer of the Company, as applicable, as being complete and correct in all material respects, subject to normal year-end audit adjustments. (c) OTHER STATEMENTS AND REPORTS. Promptly following request by the Secured Party, the Company also will furnish such additional information, reports or statements as the Secured Party from time to time may reasonably request. (d) ANNUAL AND QUARTERLY DEFAULT CERTIFICATES. Each annual and quarterly financial statement will be accompanied by a certificate signed by an Approved Officer of the Company stating whether in his opinion an Event of Default or event which with notice or lapse of time or both would become an Event of Default exists on the date of said certificate together with a statement of the details and action taken or to be taken if any Event of Default or event exists. Each annual financial statement also will be accompanied by a statement of the firm of independent public accountants which reported on statements of Chemical Leaman Corporation to the effect that in the course of, and based solely upon their regular audit of the financial statements of Chemical Leaman Corporation nothing came to their attention which caused them to believe that on the date of such statements any Event of Default or event which with notice or lapse of time or both would become an Event of Default existed. relating to Section 5.2 hereof, -10- or, in the alternative that an Event of Default or event which with notice or lapse of time or both would become an Event of Default existed, relating to Section 5.2 hereof, and setting forth the details thereof. (e) INTERIM DEFAULT CERTIFICATES. The Company will deliver to Secured Party forthwith upon occurrence of any Event of Default or event which with notice or lapse of time or both would become an Event of Default a certificate signed by an Approved Officer of the Company stating the details and action taken or to be taken with respect thereto. (f) MONTHLY REPORTS. The Company will deliver to the Secured Party within 30 days after the end of each month a Borrowing Base Certificate dated the last day of such month together with appropriate schedules reflecting the Revenue Equipment included in the Borrowing Base. 5.2 BORROWING BASE, FINANCIAL CONDITION AND RATIOS. The Company will maintain a Borrowing Base as follows and the Company will maintain and agrees that this Section 5.2 will be deemed breached if Chemical Leaman Corporation (on a consolidated basis) does not also maintain, minimum financial conditions and ratios, as follows: (a) BORROWING BASE. The total amount of the unpaid principal of the Loans and the Term Loan, the accrued and unpaid interest owing under the Loans and the Term Loan, and the accrued and unpaid fees and expenses owed by the Company to Secured Party under this Agreement, (collectively, the "Revolving Obligations"), shall not, in the aggregate, exceed the Borrowing Base, provided such covenant shall not be deemed breached if, within twenty-seven (27) days after each date on which the Revolving Obligations exceed the Borrowing Base, a prepayment on the Revolving Obligations is made in an amount sufficient to assure continued compliance with the covenant going forward or additional equipment which is satisfactory to Secured Party and which is of a Value sufficient to cause the Borrowing Base to exceed the Revolving Obligations is added to the Revenue Equipment. "BORROWING BASE" shall be determined on the first date of each month and shall mean an amount equal to the then aggregate Book Value of all Revenue Equipment on such date. "BOOK VALUE" for an item of Revenue Equipment as of any date of determination shall mean (a) the Value thereof plus Refurbishments thereto less Depreciation thereto as of such date (b) times 85%. Any item of Revenue Equipment which is lost, stolen or destroyed or which is materially damaged but not repaired within thirty (30) days shall have a Book Value of zero. "VALUE" of an item of Revenue Equipment shall mean: -11- (1) with respect to all Revenue Equipment listed in Schedule A to the Security Agreement ("Schedule A") as of _________________, the respective values thereof; (2) with respect to each used item of equipment to be added as Revenue Equipment to Schedule A at a later date, (i) the value of similarly equipped Revenue Equipment of the same manufacturer, model and year listed in the appraisal prepared by John Stinson of The Jack Olsta Co. dated May 15, 1996 (the "Appraisal") less Depreciation and (ii) which does not meet the parameters of subsection (i) of this paragraph (2), the value which Secured Party and Company shall agree upon, and (iii) if subsections (i) and (ii) of this paragraph (2) are not applicable, then the appraised value which John Stinson of The Jack Olsta Co. shall determine in accordance with the method used by John Stinson of The Jack Olsta Co. under the Appraisal; (3) with respect to each item of equipment purchased new by the Company, which has not been used by the Company or anyone else for more than ninety (90) days at the time it is to be added as Revenue Equipment to Schedule A at a later date, the purchase cost to Company of such new item of Revenue Equipment. "REFURBISHMENTS" shall mean an amount equal to 80% of the cost to Company of the work performed by independent, unaffiliated third parties constituting material rebuilding or replacement of the superstructure, undercarriage, tanks, liners, cryogenic equipment or the like of the Revenue Equipment. Such costs shall constitute Refurbishments only in the event the related work is performed on an item of Revenue Equipment subsequent to the date such item of Revenue Equipment is added to Schedule A as Revenue Equipment. In no event shall all aggregate Refurbishments, for purposes of determining the Borrowing Base, exceed $1,000,000.00 per year. Repairs to damaged Revenue Equipment shall not be deemed Refurbishments. "DEPRECIATION" for an item of Revenue Equipment as of any date of determination shall mean an amount equal to .83% of its original value when new as determined by John Stinson of The Jack Olsta Company times (a) in the case of Revenue Equipment whose Value is determined under paragraphs (1), (2)(ii), (2)(iii) or (3) above, the number of months such item of Revenue Equipment has been listed as Revenue Equipment on Schedule A and (b) in the case of Revenue Equipment whose Value is determined under paragraph (b)(i) above, the number of months from the effective date hereof to the date of determination. "REVENUE EQUIPMENT" shall mean all the Company's trucks, tractors, trailers and similar equipment described in Schedule A to the Security -12- Agreement as such Schedule A shall be amended or supplemented from time to time, in which Secured Party has a first priority and perfected security interest. (b) CURRENT RATIO. A current ratio (Current Assets to Current Liabilities exclusive of the current portion of long term liabilities) of not less than 1:1. Current Assets and Current Liabilities shall mean, respectively, all assets or liabilities of the Company which would, in accordance with generally accepted accounting principles, be classified as current assets or current liabilities, as applicable; provided, however, that the term Current Liabilities shall exclude the Company's obligations under this Agreement. (c) TANGIBLE NET WORTH. Tangible net worth (tangible assets i.e., total assets excluding patents, copyrights, capitalized research and development costs, goodwill, operating rights and other intangible assets, minus total liabilities (excluding all operating leases)) of the Company of not less than $2,100,000. Tangible net worth of the Chemical Leaman Corporation (on a consolidated basis) of not less than $20,000,000. (d) TOTAL FUNDED DEBT TO TANGIBLE NET WORTH. A ratio of Total Funded Debt to Tangible Net Worth of Chemical Leaman Corporation which is not at any time more than 5.50:1 "Total Funded Debt shall mean the total outstanding amount of all indebtedness for borrowed money of Chemical Leaman Corporation ("CLC") and its subsidiaries on a consolidated basis, including, without limitation, (i) amounts owing to CoreStates Bank, N.A. under and pursuant to its Credit Agreement with Chemical Leaman Tank Lines, Inc. ("CLTL"); (ii) all obligations of Borrower and CLTL in favor of Secured Party; (iii) all indebtedness of CLC's subsidiaries pursuant to equipment loans and capital leases; (iv) all obligations of CLC's subsidiaries under operating leases discounted to present value at the rate of return which the lessee will pay on each lease; and (v) all other obligations of CLC's subsidiaries for borrowed money. (e) DEBT COVERAGE. With respect to Chemical Leaman Corporation (on a consolidated basis), a ratio of Current Income to Current Obligations at all times specified not less than 1.00:1. "CURRENT INCOME" shall mean the net income of Chemical Leaman Corporation (on a consolidated basis) for the fiscal period plus depreciation deducted during the period and amounts added to or subtracted from, as applicable, any reserve for deferred tax liability during the period minus any dividends or distributions paid or declared during the period. "CURRENT OBLIGATIONS" shall mean (i) the amount of all obligations of Chemical Leaman Corporation (on a consolidated basis) maturing within the next succeeding 365 days excluding the obligations of Chemical Leaman -13- Tank Lines, Inc. under the revolving credit facility with CoreStates Bank, N.A. and the Receivables Purchase Agreement between Chemical Leaman Tank Lines, Inc., Quala Systems, Inc. and Pickering Way Funding Corp.; plus (ii) 20% of the principal balance of the Loans and Term Loan outstanding hereunder. In calculating this ratio, Current Income shall be determined for each period based upon actual Current Income for the preceding four fiscal quarters. 5.3 PERFORMANCE OF LOAN DOCUMENTS; FURTHER ASSURANCES. The Company will duly and punctually perform each and every undertaking under each Loan Document and execute and deliver all such other and further instruments, and do and perform all such further acts and things as the Secured Party may reasonably request to assure the rights and benefits afforded by the Loan Documents or which are intended so to be afforded, including but not limited to rights and benefits of any security interest therein granted. 5.4 COMPLIANCE WITH LAWS. The Company will comply with all applicable laws, rules, regulations and orders of any governmental authority to which it may be subject, the failure to which would (i) have a material adverse effect on the Company or (ii) affect the validity or enforceability of the Loan Documents, including but not limited to the payment and discharge of all taxes, assessments and governmental charges upon it, its income and its assets and properties prior to the dates on which penalties are attached thereto, except to the extent such compliance shall be contested in good faith and by appropriate proceedings. 5.5 MAINTENANCE OF ASSETS; PERMITS, LICENSES, ETC. The Company will maintain and preserve the Revenue Equipment and substantially all of its other assets in good working order and condition, ordinary wear and tear excepted, and will continue to possess all permits, licenses, franchises, trademarks, copyrights, and patents necessary to the conduct of its business as conducted or as proposed to be conducted, the failure to which would (i) have a material adverse effect on the Company or (ii) affect the validity or enforceability of the Loan Documents. As set forth in the definition of "Book Value" in Section 5.2 herein, any item of Revenue Equipment which is lost, stolen or destroyed or which is materially damaged and not repaired within thirty (30) days shall have a Book Value of zero, but shall not otherwise constitute a breach of this covenant by the Company. 5.6 CORPORATE EXISTENCE. The Company and Chemical Leaman Corporation each will maintain itself in good standing as a business corporation under the jurisdiction of its incorporation and qualify and remain qualified to do business in all jurisdictions where the nature of the business it transacts or the character of the assets or properties owned or leased by it makes such qualification necessary, the failure to which would (i) have a material adverse effect on the Company or (ii) affect the validity or enforceability of the Loan Documents. -14- 5.7 BOOKS AND RECORDS. The Company will keep adequate records and books of account in which complete and correct entries will be made in accordance with generally accepted accounting principles, reflecting all its financial transactions. The Company will permit the Secured Party, or the representative of the Secured Party to examine and make copies of and abstracts from the records and books of account, visit the properties of the Company, and discuss the affairs, finances, assets and accounts of the Company with any officer, director or other executive of the Company from time to time during normal business hours upon reasonable notice to the Company. 5.8 MERGER; PURCHASE OR SALE OF ASSETS. The Company will not (a) dissolve, (b) adopt or enter into any plan or agreement of liquidation, (c) enter into any merger or consolidation with or acquire all or substantially all of the assets of any other person unless the surviving entity shall be the Company, or (d) sell or otherwise suffer a transfer of any shares of its capital stock to any person other than Chemical Leaman Corporation or a subsidiary or affiliate. 5.9 NATURE OF BUSINESS. The Company shall not change the nature of its business to the extent that the Revenue Equipment would not be appropriate to service its business. In this regard, the Company acknowledges that (i) currently, the nature of the Company's business is over the road haulage of bulk products, chemicals, petroleum, natural gas and the like (the "Basic Business") and (ii) the Company has selected and purchased the Revenue Equipment specifically to serve the Basic Business. SECTION 6 DEFAULT 6.1 EVENTS OF DEFAULT. The Company shall be in default if any one or more of the following events ("Event of Default") occurs: (a) PRINCIPAL OR INTEREST. The Company fails to pay any installment of principal of or interest on the Loans or the Term Loan within 5 days after the date it is due and payable (whether at maturity, by notice of intention to prepay, or otherwise) or fails to pay within 10 days after written notice that any other amount is due and payable under any Loan Document; (b) LIMITED NOTICE COVENANTS. The Company fails to observe or perform any covenant or agreement contained in Sections 5.1, 5.2, 5.6, 5.7, 5.8 or 5.9 for 5 days after written notice thereof has been given by the Secured Party specifying the default and requiring that it be remedied; (c) NOTICE COVENANTS. The Company fails to observe or perform any covenant or agreement contained in any Loan Document other than those contemplated in clause (b) above for 30 days after written notice thereof has been given by the Secured Party specifying the default and requiring that it be remedied; -15- (d) REPRESENTATIONS, WARRANTIES, ETC. Any representation or warranty made by the Company in any Loan Document or any statement or representation made in any certificate (including, without limitation, the Revolving Loan Request, the Term Loan Request and the Borrowing Base Certificates), report or opinion delivered in connection with any Loan Document shall prove to have been incorrect in any material respect when made; (e) CROSS DEFAULT. Any obligation of the Company or Chemical Leaman Corporation owed to Secured Party shall be declared in default; any obligation of the Company or Chemical Leaman Corporation to any other person for payment of money where the indebtedness thereof exceeds $1,000,000, becomes or is declared to be due and payable prior to its stated maturity; or any obligation of the Company or Chemical Leaman Corporation under any lease having a present value in excess of $1,000,000, whether operating or capital in nature, shall be declared in default the effect of which will permit the lease to be terminated or money damages to be collected; (f) BANKRUPTCY, ETC. The Company or Chemical Leaman Corporation is dissolved or liquidated, makes an assignment for the benefit of creditors, files a petition in Bankruptcy, is adjudicated insolvent or bankrupt, petitions or applies to any tribunal for any receiver or trustee, commences any proceeding relating to itself under any bankruptcy, reorganization, readjustment of debt, dissolution or liquidation law or statute of any jurisdiction, has commenced against it any such proceeding which remains undismissed for a period of 60 days, indicates its consent to, approval of or acquiescence in any such proceeding or any receiver of or trustee for the Company or Chemical Leaman Corporation for any substantial part of the property of either is appointed, or the Company or Chemical Leaman Corporation suffers any such receivership or trusteeship to continue undischarged for a period of 60 days; (g) JUDGMENT. Any judgments against the Company or any attachments against its assets or property for amounts in excess of $200,000 in the aggregate remain unpaid, unstayed on appeal, undischarged, unbonded and undismissed for a period of 30 days; (h) ERISA. Any Reportable Event (as such term is defined in ERISA) or any other fact or circumstance which the Secured Party in good faith determines constitutes ground for the termination of any employee benefit plan maintained for employees of the Company or Chemical Leaman Corporation and covered by Title IV of ERISA or grounds for the appointment by an appropriate United State District Court of a trustee to administer any such plan, shall have occurred and be continuing for 5 days, or any such plan shall be terminated within the meaning of such Title IV, or a trustee shall be appointed by the appropriate United States District Court to administer such plan or the Pension Benefit -16- Guaranty Corporation shall institute proceedings to terminate any such plan or to appoint a trustee to administer such plan, if upon the termination of the plan or plans with respect to which any of the foregoing events shall have occurred there is or would be, in the reasonable judgment of the Secured Party, a material resultant liability of the Company or Chemical Leaman Corporation; (i) OWNERSHIP. Control or ownership of the Company is transferred, modified or changed in any manner, either directly or indirectly except to a subsidiary or affiliate of Chemical Leaman Corporation; THEN and in every such event other than those specified in clause (f) above, Secured Party may, in its sole discretion, terminate the Commitment in writing (the date of such termination being a Termination Date as defined in Section 1.1) and declare in writing the Obligations payable without presentment, demand, protest or other notice of any kind, all of which are hereby waived by the Company. Upon the occurrence of any event specified in clause (f) above, the Commitment shall automatically terminate and the Obligations shall immediately be due and payable without presentment, demand, protest or other notice of any kind, all of which are hereby waived by the Company. SECTION 7 MISCELLANEOUS 7.1 WAIVER. No failure or delay on the part of the Secured Party exercising any right, power or remedy under any Loan Document shall operate as a waiver thereof; nor shall any single or partial exercise of any such right, power or remedy preclude any other or further exercise thereof or the exercise of any other right, power or remedy under any Loan Document. The remedies provided under the Loan Documents are cumulative and not exclusive of any remedies provided by law. 7.2 AMENDMENTS. No amendment, modification, termination or waiver of any Loan Document or any provision thereof nor any consent to any departure by the Company or Chemical Leaman Corporation therefrom shall be effective unless the same shall be in writing and be signed by the Secured Party and the Company and then any such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given. No notice to or demand on the Company shall entitle the Company to any other or further notice or demand in similar or other circumstances. No amendment, modification, termination or waiver shall affect the payment of principal, interest or any fee provided herein, or change the Commitment unless signed by the parties hereto. 7.3 GOVERNING LAW. The Loan Documents and all rights and obligations of the parties hereunder shall be governed by and be construed and enforced in accordance with the laws of Pennsylvania. -17- 7.4 ASSIGNMENT. Each Loan Document shall bind and inure to the benefit of the Company and Secured Party and their respective successors and assigns, except that the Company shall not have the right to assign any of its rights, obligations or any interest of it under any Loan Document without the prior written consent of the Secured Party. No person not a party to any Loan Documents is intended to be benefited thereby. 7.5 SEVERABILITY. Any provision of any Loan Document which is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without affecting the validity or enforceability of such provision in any other jurisdiction. 7.6 CAPTIONS. Captions in the Loan Documents are included for convenience of reference only and shall not constitute a part of any Loan Document for any other purpose. 7.7 NOTICES. All notices, requests, demands, directions, declarations and other communications between the Secured Party and the Company provided for in any Loan Document shall be in writing and shall be deemed to have been duly given (i) on the date of delivery if delivered personally or by telecopy, (ii) on the first Business Day following the date of dispatch if delivered by Federal Express or other next-day courier service, or (iii) on the third Business Day following the date of mailing if delivered by registered or certified mail, return receipt requested, postage prepaid. All notices hereunder shall be delivered to the address indicated by the respective signature on the signature page hereto. Any party may change its address by a communication in accordance herewith. 7.8 EXPENSES OF THE SECURED PARTY. The Company will from time to time reimburse the Secured Party on demand for all expenses (including the reasonable fees and expenses of legal counsel) in connection with the preparation of the Loan Documents, the making of any Revolving Credit Loans, the ordinary administration of the Loan Documents, including all out-of-pocket expenses incurred by the Secured Party with respect to obtaining, amending, or releasing certificates of title, the enforcement of the Loan Documents, appraisals under Section 5.2 hereof, and except for liabilities and damages arising from the Secured Party's gross negligence, willful misconduct or breach of this Agreement or any Loan Document, all liabilities, obligations, losses, damages, penalties, actions, judgments, suits and costs expenses and disbursements which may be imposed on, incurred by or asserted against the Secured Party in any way relating to or arising out of this Agreement or any Loan Document or any action taken or omitted by the Secured Party hereunder or thereunder. 7.9 COUNTERPARTS; EFFECTIVENESS. This Agreement and any amendment hereto or waiver hereof may be signed in any number of counterparts, each of which shall be an original, with the same effect as if the signatures thereto and hereto were upon the same instrument. This Agreement and any amendments hereto or waivers hereof shall become effective when the Secured Party shall have received signed counterparts or notice by telecopy of the signature page that the counterpart has been signed and is being -18- delivered to the Secured Party or telex that such counterparts have been signed by all of the parties hereto or thereto. 7.10 FINANCING STATEMENTS. Secured Party has filed against the Company financing statements with collateral descriptions covering all of the Company's present and future trailers and semi-trailers. In the event the Company (i) seeks financing from a source other than Secured Party and such source requires as a condition to such financing a lien against trailers and semi-trailers other than the Revenue Equipment (the "Additional Equipment"), or (ii) elects to sell, transfer or otherwise dispose of any item of Additional Equipment, upon the Company's written request Secured Party agrees to promptly release its interest in the Additional Equipment and execute and deliver to the Company such documents and instruments as the Company may reasonably request to evidence such release. The agreement within this Section shall not be construed as waiver of any of the terms and conditions of this Agreement. IN WITNESS WHEREOF, the Company and the Secured Party have caused this Agreement to be executed by their proper corporate officers thereunto duly authorized as of the day and year first above written. FLEET ACQUISITION CORPORATION 102 Pickering Way Exton, Pennsylvania 19341 Attention: David M. Boucher By: /s/ David M. Boucher Chief Financial Officer --------------------------- Telecopy #(610) 363-4233 Title: Executive Vice President ------------------------ ASSOCIATES COMMERCIAL CORPORATION 300 E. Carpenter Freeway Irving, Texas 75062 Attention: By: /s/ Robert G. Bowling Charles W. Staudenmayer ---------------------------- Telecopy #(214) 541-3931 Title: Vice President ------------------------- -19- FIRST AMENDMENT TO REVOLVING CREDIT AGREEMENT This First Amendment dated effective as of December 31, 1996 is by and between Fleet Transport Company, Inc., a Delaware corporation ("Company") and ASSOCIATES COMMERCIAL CORPORATION ("Secured Party"). WITNESSETH: WHEREAS, the Company and Secured Party are parties to a Revolving Credit Agreement dated June 28, 1996 ("Agreement"); WHEREAS, the Company and Secured Party hereby desire to amend the Agreement but only to the extent specifically set forth herein. All capitalized terms used herein and not otherwise defined shall have the respective meanings ascribed to them in the Agreement; NOW, THEREFORE, in consideration of the premises and mutual covenants herein contained, intending to be legally bound hereby and subject to the satisfaction of the conditions hereinafter set forth, the parties hereto agree as follows: 1. Section 5.2(c) TANGIBLE NET WORTH. Section 5.2(d) is hereby deleted and the following language is hereby substituted therefor: (c) TANGIBLE NET WORTH. Tangible net worth (tangible assets i.e., total assets excluding patents, copyrights, capitalized research and development costs, goodwill, operating rights and other intangible assets, minus total liabilities (excluding all operating leases)) of the Company of not less than $2,100,000. Tangible net worth of Chemical Leaman Corporation (on a consolidated basis including the book value of all outstanding Series A, B and C Preferred Stock and including the stock subscription loan receivable in the amount of $1,520,000 due from David R. Hamilton) of not less than $20,000,000. 2. Section 5.2(d) TOTAL FUNDED DEBT TO TANGIBLE NET WORTH. Section 5.2(e) is hereby deleted and the following language is substituted therefor: (d) TOTAL FUNDED DEBT TO TANGIBLE NET WORTH. A ratio of Total Funded Debt to Tangible Net Worth of Chemical Leaman Corporation which is not at any time more than 5.50:1. "Total Funded Debt" shall mean the total outstanding amount of all indebtedness for borrowed money of Chemical Leaman Corporation ("CLC") and its subsidiaries on a consolidated basis, including without limitation, (i) amounts owing to CoreStates Bank, N.A. under and pursuant to its Credit Agreement with the Company; (ii) all obligations of the Company and Fleet Transport Company, Inc. in favor of Secured Party; (iii) all indebtedness of CLC's subsidiaries pursuant to equipment loans and capital leases; (iv) all obligations of CLC's subsidiaries under operating leases discounted to present value at the rate of return which the lessee will pay on each lease; and (v) all other obligations of CLC's subsidiaries for borrowed money. Total Funded Debt shall be reduced by the amount of restricted cash contained in the Seller Sub-Account as that term is defined in the Pickering Way Funding Trust Pooling and Servicing Agreement dated as of May 14, 1993. 3. Representations and Warranties. The Company restates the representations and warranties made in Article IV of the Agreement on and as of the date hereof as if originally given on such date. 4. Covenants. The Company warrants that it is in compliance and has complied with each and every covenant set forth in Article V of the Agreement on and as of the date hereof. 5. Corporate Authorization. As a condition of the Secured Party's agreement to enter into and perform this Amendment, the Company will provide to Secured Party (i) certified resolutions of the Company's board of directors authorizing the execution and delivery of this Amendment and (ii) an incumbency certificate specifying the officer(s) of the Company duly authorized to execute this Amendment. 6. Effect of Amendment, This Amendment amends the Agreement only to the extent and in the manner herein set forth, and in all other respects the Agreement is ratified and confirmed. 7. Counterparts. This Amendment may be signed in any number of counterparts, each of which shall be an original, with the same effect as if the signatures hereto were upon the same instrument. IN WITNESS WHEREOF, the Company and Secured Party have caused this Amendment to be executed by their proper corporate officers thereunto duly authorized effective as of the day and year first above written. FLEET TRANSPORT COMPANY, INC. ASSOCIATES COMMERCIAL CORPORATION By: /s/ David M. Boucher By: /s/ Robert G. Bowling ------------------------------ -------------------------------- Title: Executive Vice President Title: Vice President --------------------------- ----------------------------- SECOND AMENDMENT TO REVOLVING CREDIT AGREEMENT This Second Amendment dated effective as of March 30, 1997 is by and between Fleet Transport Company, Inc., a Delaware corporation ("Company") and Associates Commercial Corporation ("Secured Party"). WITNESSETH: WHEREAS, the Company and Secured Party are parties to a Revolving Credit Agreement dated as of June 28, 1996 (the "Agreement"); and WHEREAS, the Company and Secured Party hereby desire to amend the Agreement but only to the extent specifically set forth herein. All capitalized terms used herein and not otherwise defined shall have the respective meanings ascribed to them in the Agreement. NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereto agree as follows; 1. Section 6.2. The language "85%" in the definition of BOOK VALUE in Section 5.2(a) of the Agreement is hereby deleted and replaced with the following language: "90%". 2. Representations and Warrenties. The Company restates the representations and warranties made in Article 2 of the Agreement on and as of the date hereof as if originally given on such date. 3. Covenants. The Company warrants that it is in compliance and has complied with each and every covenant set forth In Article 5 of the Agreement on and as of the date hereof. 4. Corporate Authorization. As a condition of the Secured Party's agreement to enter into and perform this Amendment, the Company will provide to Secured Party (i) certified resolutions of the Company's board of directors authorizing the execution and delivery of this Amendment and (ii) an incumbency certificate specifying the of officer(s) of the Company duly authorized to execute this Amendment. 5. Effect of Amendment. This Amendment amends the Agreement only to the extent and in the manner herein set forth, and in all other respects the Agreement is ratified and confirmed. 6. Counterparts. This Amendment may be signed in any number of counterparts, each of which shall be an original, with the same effect as if the signatures hereto were upon the same instrument. IN WITNESS WHEREOF, the Company and Secured Party have caused this Amendment to be executed by their proper corporate officers thereunto duly authorized effective as of the day and year first above written. FLEET TRANSPORT COMPANY, INC. ASSOCIATES COMMERCIAL CORPORATION By: /s/ David M. Boucher By: /s/ Robert G. Bowling ------------------------------ -------------------------------- Title: Executive Vice President Title: Vice President --------------------------- ----------------------------- EX-10.35 42 AMENDED AND RESTATED REVOLVING CREDIT AGREEMENT EXHIBIT 10.35 AMENDED AND RESTATED REVOLVING CREDIT AGREEMENT (THIS AMENDED AND RESTATED REVOLVING CREDIT AGREEMENT, dated as of January 1, 1994 by and among CHEMICAL LEAMAN TANK LINES, INC., a Delaware corporation ""Company"), and ASSOCIATES COMMERCIAL CORPORATION ("Secured Party"). PRELIMINARY STATEMENT The Company and Secured Party are parties to a Revolving Credit Agreement dated November 30, 1990, and amended by eight amendments through June 30, 1993 (the "Loan Agreement"). The Company has requested the Loan Agreement be amended to modify certain financial covenants and the Secured Party is willing to do so. SECTION 1 THE CREDIT 1.1 REVOLVING CREDIT LOANS, LIMITED GUARANTY (a) REVOLVING CREDIT LOANS. Secured Party agrees to make loans (herein called "Revolving Credit Loans" or "Loans") to the Company from time to time during the period commencing on the date hereof and ending June 30, 1994 or on any earlier date as provided in Section 6.1 hereof (herein called the "Termination Date"), in amounts not to exceed at any one time outstanding, in the aggregate, the amount of $22,500,000 (such sums being referred to herein as the "Commitment Amount"), subject to the Borrowing Base requirements set forth below and all other terms and conditions herein, including, without limitation, Sections 4.2 and 5.2 below (such agreement to make Loans is referred to herein as the "Commitment"). Each Revolving Credit Loan shall be in the minimum principal amount of $100,000 or if greater, then in multiples of $100,000. Within the limits of the lower of the Commitment Amount or the Borrowing Base, the Company may borrow, prepay and reborrow. (b) LIMITED GUARANTY. The Company may hereafter request Secured Party to cause Associates Corporation of North America ("ACONA") to issue one or more limited guaranties to one or more banking associations (each of them, the "Bank") in form attached hereto as Exhibit 1 (herein called a "Guaranty" and collectively called the Guaranties") to assist the Company in causing the Bank's issuance of one or more letters of credit (herein called a "Letter of Credit" and collectively called the "Letters of Credit") to Home Indemnity Company ("HIC"). Secured Party will cause ACONA to issue a Guaranty only in the event the conditions set forth herein are satisfied in Secured Party's sole discretion. The Company acknowledges that each Guaranty must be in the form attached hereto as Exhibit 1. Any requests by a Bank to alter the form of the Guaranty in any manner shall not be permitted. The Company further acknowledges that Secured Party has made no representations or warranties regarding the likelihood or probability that a Bank will accept the Guaranty for purposes of issuing a Letter of Credit. The Company shall request issuance of a Guaranty by delivering to Secured Party a written request in the form passed hereto as Exhibit 2 (the "Guaranty Request"). ACONA's liability under the Guaranties shall be limited to a maximum amount of $3,750,000; provided however, in no event shall the Obligations (as defined herein) exceed the lesser of the Borrowing Base (as defined herein) or the Commitment Amount. If at any time the Obligations equal or exceed the lesser of the Borrowing Base (as defined herein) or the Commitment Amount, Secured Party shall have no obligation to cause ACONA to issue a Guaranty during such time. The Guaranties shall expire on June 30, 1994, or on the expiration of the term of the applicable Letter of Credit (which term cannot exceed one year), whichever is later. A demand for payment under the Guaranty shall be deemed a request by the Company to Secured Party for a Revolving Credit Loan in the amount of the demand and Secured Party shall have the right to pay the proceeds of such Revolving Credit Loan directly to the Bank without any further authorization from the Company. The Company further requests and authorizes Secured Party, subject to the terms hereof, to advance such sums on the Company's behalf at such times as are necessary to pay the Bank and/or to reimburse ACONA in full under any Guaranty. ACONA and Secured Party shall have the right to rely on any demand for payment under any Guaranty made by any employee or officer of the Bank. ACONA and Secured Party shall not be required to investigate the right of the Bank to demand payment under a Guaranty or the right of HIC to demand payment under the Letter of Credit. Any claim the Company may have arising out of any dispute with the Bank or HIC or between the Bank and HIC will not be used as a defense to its obligation hereunder to indemnify Secured Party and ACONA arising from the Guaranties or the Letters of Credit shall be absolute, unconditional and complete. Any such payment by ACONA or Secured Party under any Guaranty shall be considered, for all purposes, a Revolving Credit Loan and shall be secured as set forth in Section 3.1 hereof. The Company authorizes Secured Party's indemnification of ACONA in the form attached hereto as Exhibit 3. The Company shall indemnify and hold Secured Party and ACONA harmless from any loss, damage, expense, liability or payment arising by reason of the performance or the making of any payment, whether to the -2- Bank or any other party, under any Letter of Credit or any Guaranty, including, without limitation, any obligation arising as a result of a preference under Section 547 of the Bankruptcy Code caused by issuance of or performance under any Letter of Credit or any Guaranty, or the indemnity agreement between ACONA and Secured Party with respect thereto, or with respect to any Revolving Credit Loan made to the Company or on the Company's behalf hereunder. The Company hereby acknowledges that its liability hereunder, including, without limitation, its liability arising as a result of the foregoing indemnification is secured by all liens and security interests described in Section 3.1 hereof. If any Guaranty expires after the Termination Date and ACONA or Secured Party makes a payment under any Guaranty after the Termination Date, any such payment shall be (i) automatically added to and converted into the Term Loan, if any, on a fully amortized basis, without the need for a written modification thereof unless required by Secured Party, or (ii) if no Term Loan was extended to the Company, immediately due and owing from the Company to the Secured Party and failure to repay such amounts immediately shall constitute an Event of Default hereunder. In consideration for Secured Party causing ACONA to issue the Guaranties, the Company agrees to pay Secured Party a fee computed monthly at the rate of .167% per month on the average daily amount of the Guaranties, during the period any Guaranty is issued, which has not been drawn upon by the Bank during the preceding month, which fee shall be paid on the first day of each month commencing on the first such day after the date hereof. Such fee shall be calculated on the basis of a 360 day year for the actual number of days elapsed. 1.2 EVIDENCE OF DEBT. The Secured Party's books and records shall be prima facie evidence of the aggregate amount from time to time owing under the Revolving Credit Loans. 1.3 FUNDING PROCEDURES FOR REVOLVING CREDIT LOANS. Each Revolving Credit Loan shall be requested by delivery to the Secured Party of a written loan request signed by the chief executive or chief financial officer of the Company in substantially the form attached hereto as Exhibit 4 ("Revolving Loan Request"). Each Revolving Loan Request shall be delivered in sufficient time such that it is received by Secured Party not less than three Business Days prior to the date of the proposed Loan. Each Revolving Loan Request shall be accompanied by a certificate ("Borrowing Base Certificate"), in substantially the form attached hereto as Exhibit 5, signed by the chief executive or chief financial officer of the Company. 1.4 COMMITMENT FEE. In consideration for Secured Party issuing the Commitment, the Company agrees to pay Secured Party a -3- fee ("Commitment Fee") computed monthly at the rate of .04167% per month on the difference between the Commitment Amount and the sum of (i) the average daily unpaid principal balance owing under the Revolving Credit Loans during the preceding month, and (ii) the average daily amount of the Guaranties during the period any Guaranty is issued which has not been drawn upon by the Bank during the preceding month, which Commitment Fee shall be paid on the fifth day of each month commencing on the first such day after the date hereof. The Commitment Fee shall be calculated on the basis of a 360-day year for the actual number of days elapsed. 1.5 REVOLVING CREDIT LOAN PREPAYMENTS. Under Section 5.2(a), the Company may be obligated to make certain mandatory prepayments on the unpaid principal amount of the Revolving Credit Loans. In addition, the Company may prepay the Revolving Credit Loans in whole at any time or in part from time to time, in either case with accrued interest to the date of such prepayment on the principal amount being prepaid, provided that each such partial prepayment shall be in the principal amount of $100,000 or an integral multiple thereof. Prepayments shall be without premium or penalty. 1.6 TERM LOAN. Subject to the terms and conditions set forth herein, Secured Party agrees to extend on June 30, 1994, the time for the payment of the then remaining aggregate principal balance of the Revolving Credit Loans. The Company's obligations under such extension shall be referred to herein as the "Term Loan". 1.7 TERM LOAN REQUEST. The Company must request the Term Loan by delivering to Secured Party, in sufficient time such that it is received by Secured Party prior to June 30, 1994, a written extension request signed by the chief executive or chief financial officer of the Company in substantially the form attached hereto as Exhibit 6 (the "Term Loan Request"). The Term Loan shall be due in forty-eight (48) equal consecutive monthly installments of principal due on the first day of each month commencing on August 1, 1994. Each installment shall be rounded upwards to the next whole dollar except in the case of the final installment which shall be in an amount sufficient to pay in full the remaining unpaid principal amount of the Term Loan. Each principal installment shall be accompanied by a payment of interest accrued to the date of such installment. 1.8 TERM LOAN PREPAYMENTS. Under Section 5.2(a), the Company may be obligated to make certain mandatory prepayments on the unpaid principal amount of the Term Loan. In addition, the Company shall have the right to prepay the Term Loan in whole at any time or in part from time to time, together with accrued interest to the date of such prepayment on the principal amount being prepaid. Each prepayment shall be in the amount of -4- $100,000 or an integral multiple thereof and shall be applied first to accrued interest and then to principal installments remaining on the Term Loan in the inverse order of their maturities. 1.9 INTEREST. The Company will pay interest on the unpaid principal balance of each Revolving Credit Loan and the Term Loan, accrued from the date of such loan until the principal amount thereof is paid in full, at a rate per annum equal to the following: the interest rate the interest rate If the Prime on the Revolving on the Term Loan Rate is: Credit Loan shall be: shall be: - ------- --------------------- ----------------- Equal to or less 7.5% 8.5% than 6% Less than or equal 7.625% 8.5% to 6.25% and greater than 6% Less than or equal 7.8125% 8.5% to 6.5% and greater than 6.25% Less than or equal to 8.1875% 8.625% 6.75% and greater than 6.5% Less than or equal to 8.3750% 8.75% 7% and greater than 6.75% Less than or equal to 8.5625% 8.875% 7.25% and greater than 7% Less than or equal to 8.7500% 9.0% 7.5% and greater than 7.25% Less than or equal to 8.9375% 9.125% 7.75% and greater than 7.5% Less than or equal to 9.1250% 9.250% 8% and greater than 7.75% -5- Less than or equal to 9.3125% 9.375% 8.25% and greater than 8% Less than or equal to 9.5% 9 .5% 8.5% and greater than 8.25% Greater than 8.5% The Prime Rate The Prime Rate plus 1% plus 1% The Prime Rate shall mean the per annum lending rate publicly announced from time to time by CoreStates Bank, N.A. (or any successor bank(s) thereto) as the base rate for unsecured short term business loans, such rate being the rate presently referred to by some banks as its base rate or as its reference rate or as its corporate base rate or as its prime rate for unsecured loans of the shortest maturity to corporate borrowers. Interest shall be calculated on the basis of a 360-day year for the actual number of days elapsed and shall change as and when the Prime Rate shall change. Interest shall be payable on the first day of each month commencing with the first such day after the date of each Revolving Credit Loan, or the Term Loan, as applicable, and on the Termination Date. In the event any Event of Default (as defined herein) shall have occurred and be continuing, a default rate (the "Default Rate") shall be payable monthly on the first day of each month, or on demand by the Secured Party from and after the date of occurrence and until such time as no Event of Default shall continue to exist. Such Default Rate shall be a rate per annum equal to two percent (2.0%) in excess of the interest rate then applicable to the Revolving Credit Loan or Term Loan. 1.10 PAYMENTS GENERALLY. All payments of principal, interest and fees or other amounts payable hereunder, shall be remitted to the Secured Party at the address set forth opposite its name on the signature pages hereof in immediately available funds. Whether any payment is stated as due on a day which is not a Business Day, the maturity of such payment shall be extended to the next succeeding Business Day and interest shall continue to accrue during such extension. -6- SECTION 2 REPRESENTATIONS AND WARRANTIES The Company represents and warrants to the Secured Party that: 2.1 ORGANIZATION, STANDING. It and its parent, Chemical Leaman Corporation, each is a corporation duly organized, validly existing and in good standing under the laws of the jurisdiction of its incorporation, has the corporate power and authority necessary to own its assets, carry on its business and enter into and perform its obligations hereunder, under the Revolving Credit Loans, under the Term Loan and under all related loan documents (this Agreement, the Revolving Loan Requests, the Term Loan Request, the Security Agreement (defined in Section 3.1) and all related loan documents being referred to herein, individually as a "Loan Document" and collectively, as the "Loan Documents"). Except as set forth in Exhibit 7 hereof, it is qualified to do business and is in good standing as a foreign corporation in each jurisdiction in which it is required to so qualify unless the failure to so qualify would not (i) have a material adverse effect on the Company or (ii) affect the validity or enforceability of any Loan Document. Exhibit 8 attached hereto contains an officer's certificate listing each state in which the Company has filed for or obtained approval to operate and each state in which the Company provides intra-state service under the jurisdiction of any state regulatory agency. 2.2 CORPORATE AUTHORITY, ETC. The making and performance of the Loan Documents are within its power and authority and have been duly authorized by all necessary corporate action. The making and performance of the Loan Documents do not and will not require any consent or approval of any of its shareholders or any other person which has not been obtained, do not and will not violate any law, rules, regulation, order, writ, judgment, injunction, decree, determination or award, do not violate any provision of its charter or by-laws, do not and will not result in any breach of any agreement for payment of money where the indebtedness thereof exceeds $250,000 or any lease having a present value in excess of $50,000 to which it is a party, by which it is bound or to which any of its assets is or may be subject; and do not and will not give rise to any lien or charge upon any of its assets except in favor of the Secured Party. It is not in default in any material respect under any of the foregoing. Exhibit 9 attached hereto is a copy of the resolution of the Company's Board of Directors authorizing it to enter into this Agreement, the other Loan Documents, and the transactions contemplated pursuant hereto and thereto, and naming those representatives or it who are duly authorized to execute this -7- Agreement and the other Loan Documents and to take other actions pursuant hereto and thereto. 2.3 VALIDITY OF DOCUMENTS. Each Loan Document, when executed and delivered, will be the legal, valid and binding obligation of the Company enforceable against it in accordance with its terms. To the extent any Loan Document purports to be the undertaking of a party other than the Company, ACONA or the Secured Party, each such Loan Document, when executed and delivered, will be the legal, valid, binding obligation of each of such other party enforceable against each in accordance with its terms. Each Loan Document which purports to create a lien or security interest, when executed and delivered, will be effective to create the lien or security interest it purports to create. Except as has been duly obtained and recited in Exhibit 10 attached hereto, no authorization, consent, approval, license, exemption of or filing or registration with any court, governmental agency or other tribunal is or will be necessary to the validity or performance of any Loan Document. 2.4 LITIGATION. There are no actions, suits or proceedings pending or threatened against or affecting it or any of its assets before any court, government agency, or other tribunal, which would have a material adverse effect on its or its Affiliates' financial condition, operation or assets or upon its ability to perform under the Loan Documents except as set forth in Exhibit 11 attached hereto. "Affiliate" means any person who directly or indirectly controls or is controlled by or is under common control with the Company. "Control" means the power to direct or cause direction of the management and policies of the controlled person. 2.5 ERISA. Each employee benefit plan of the Company or multiemployer plan (the "Plans") in which any employee of the Company participate that is subject to any provision of the Employee Retirement Income Security Act of 1974 or the Multiemployer Pension Plan Amendments Act of 1980 and of the regulations adopted pursuant thereto (hereinafter collectively called "ERISA") is being administered in accordance with the documents and instruments governing such Plan, and such documents and instruments are substantially consistent with the applicable provisions of ERISA. None of the Plans or the trusts created hereunder have engaged in a "Prohibited Transaction" which could subject any such Plan or trust to a material tax or penalty on prohibited transactions imposed by the Internal Revenue Code of 1986, as amended (the "Code"), or ERISA. None of the Plans which are "Employee Pension Benefit Plans" or the trusts created hereunder have been terminated since September 2, 1974; nor has any such Plan incurred any material liability to the Pension Benefit Guaranty Corporation established pursuant to ERISA, other than for required insurance premiums which have been paid when due, or incurred any material "Accumulated Funding Deficiency" -8- whether or not waived; nor has there been any "Reportable Event," or other event or condition, which represents a material risk of termination or any such Plan by the Pension Benefit Guaranty Corporation. With respect to multiemployer plans to which the Company makes contributions but does not participate in the administration of such plans, the Company's representations are based on information received by it concerning each such plan. All contributions required under collective bargaining agreements to which the Company is a party or by which it is bound have been paid. Since April 29, 1980, the Company has not withdrawn from participation in any "Multiemployer Plan" to which it makes contributions, and the Company has not received any notice and is not aware that any multiemployer plan to which it contributes is insolvent or in reorganization status within the meaning of ERISA. As used herein, the terms "Prohibited Transaction" and "Multiemployer Plans" shall have the respective meanings assigned to them in the Code and in ERISA, and the terms "Employee Benefit Plans," "Employee Pension Benefit Plans," "Accumulated Funding Deficiency," "Reportable Event" and "Withdrawal" shall have the respective meanings assigned to them in ERISA. 2.6 FINANCIAL STATEMENTS. Its financial statements and the consolidated financial statements of Chemical Leaman Corporation, both as of December 31, 1992 and for the period then ending, consisting in each case of a balance sheet, related statements of changes in financial position and statements of operations and changes in shareholders' equity, and accompanying footnotes, and the interim financial statements of each, dated June 30, 1993 furnished to the Secured Party in connection therewith are in each case complete and correct in all material respects and fairly present the financial condition, results of operations and changes in shareholders' equity of each as of the date and for the period referred to, all in accordance with generally accepted accounting principles consistently applied, subject to fiscal year-end audit adjustments in the case of the interim financial statements. There has been no material adverse change in the financial condition or operation of either it or Chemical Leaman Corporation (consolidated) since the date of the interim financial statements except as may have heretofore been disclosed to the Secured Party in writing with a copy being attached hereto as Exhibit 12. 2.7 MARGIN REGULATIONS. No proceeds of any Loan hereunder will be applied for the purpose of purchasing or carrying or trading in any securities, including "Margin Stock" as defined from time to time by the Board of Governors of the Federal Reserve System, or refinancing any credit previously extended for any such purpose. 2.8 NOT IN DEFAULT. No Event of Default or other event which, with the giving of notice or the passage of time or both, -9- would constitute an Event of Default under any Loan Document has occurred and is continuing. 2.9 APPROVAL OF REGULATORY AGENCIES. No consent, approval or authorization, or designation, declaration or filing with any governmental agency or authority which could in any way now or hereafter affect the validity or enforceability of any Loan Document is required which has not been obtained. 2.10 TAX RETURNS. The Company has filed all federal, state and local tax returns and reports which it is required by law to file and has paid all taxes, assessments, withholdings and other governmental charges which are presently due and payable. 2.11 PERMITS, LICENSES, ETC. The Company possesses all permits, licenses, franchises, trademarks, copyrights and patents necessary to the conduct of its business as presently conducted or as presently proposed to be conducted, the absence of which would (i) have a material adverse effect on the Company, or (ii) affect the validity or enforceability of any Loan Document. 2.12 DISCLOSURE GENERALLY. The representations and statements made by or on behalf of the Company in connection with this credit facility and Loans hereunder, including representations and statements in each of the Loan Documents, do not and will not contain any untrue statement of a material fact or omit to state a material fact or any fact necessary to make the representations made not materially misleading. No written information, exhibit, report, brochure or financial statement furnished by the Company to the Secured Party in connection with this credit facility, Loans hereunder, or any Loan Document contains or will contain any material misstatement of fact or omit to state a material fact or any fact necessary to make the statements contained herein not misleading. SECTION 3 SECURITY 3.1 SECURITY DOCUMENTS. As security for the Obligations, the Secured Party shall have valid, perfected first lien on and security interest in the assets of the Company as specified in the Security Agreement dated November 30, 1990 between the Company and the Secured Party and all Schedule A's attached to the Security Agreement now or at any time in the future (as amended and supplemented, the "Security Agreement"). 3.2 RELEASE OF COLLATERAL. Upon the payment in full of the Obligations (other than the contingent indemnification obligations relating to a preference under Section 547 of the Bankruptcy Code caused by issuance of or performance under the Guaranty, as set forth in Section 1.1(b) herein) and the -10- termination of the Commitment and the Guaranty, the Secured Party shall release the lien and security interest of the Secured Party in the assets of the Company as specified in each of the Loan Documents and shall do such things as are reasonably requested by the Company to effect such release, provided, however, if the Obligations (other than the contingent indemnification obligations relating to a preference under Section 547 of the Bankruptcy Code caused by issuance of or performance under the Guaranty, as set forth in Section 1.1(b) herein) are paid in full, the Commitment is terminated and the Guaranty is still outstanding, Secured Party will not be obligated to release its lien as described above until the Company furnishes to Secured Party such amount of cash, to be held as cash collateral and invested in a manner deemed appropriate by Secured Party, as will pay the maximum amount which may be drawn by the Bank under the Guaranty at the date of the prepayment and termination. The Company's election to terminate the Commitment shall be in writing. SECTION 4 CONDITIONS PRECEDENT 4.1 OBLIGATIONS OF SECURED PARTY. The obligation of Secured Party to make any Loan (other than Revolving Credit Loans pursuant to Section 1.1(b) above), to permit the conversion of the Revolving Credit Loans to the Term Loan or to cause issuance of the Guaranty is conditioned upon the following: (a) DOCUMENTS. The Company shall have delivered and the Secured Party shall have received, as applicable, a Guaranty Request, a Revolving Loan Request or a Term Loan Request, and a Borrowing Base Certificate (dated a date which is the last day of the immediately preceding calendar month or a day in the instant calendar month, as the Company may elect), and the Secured Party shall also have received a certificate dated the date of such Loan, Guaranty or Term Loan and signed by the chief executive or chief financial officer of the Company to the effect set forth in Section 4.1(c). (b) CONDITIONS. The amount of such Loan or such Guaranty, when added to the Obligations, would not exceed the lesser of (i) the Borrowing Base on the date of such Loan or such Guaranty or (ii) the Commitment Amount and, after giving effect to such Loan or such Guaranty no Event of Default or event, which with the giving of notice or the lapse of time or both, would constitute an Event of Default, shall exist. (c) COMPLIANCE; REPRESENTATIONS AND WARRANTIES. The Company and Chemical Leaman Corporation shall have complied and be in compliance with all covenants, agreements and conditions in each Loan Document and each representation and warranty contained -11- in each Loan Document shall be true with the same effect as though such representation and warranty had been made on the date of such Loan. (d) EVIDENCE OF AUTHORIZATION. The Secured Party shall have received certified copies of all corporate or other action taken by the Company and Chemical Leaman Corporation to authorize its execution, delivery and performance of the Loan Documents and to authorize the Loans hereunder, together with such other related papers as the Secured Party shall reasonably require. (e) INCUMBENCY. The Secured Party shall have received a certificate signed by the secretary or assistant secretary of the Company together with the true signature of such officer or officers, upon which the Secured Party shall be entitled to rely conclusively until it shall have received a further certificate of the appropriate secretary or assistant secretary amending the prior certificate and submitting the signature of the officer or officers named in the new certificate. (f) SECURITY AGREEMENT. The Secured Party shall have received a Supplemental Schedule A to the Security Agreement in the form attached hereto as Exhibit 13 describing the additional Revenue Equipment, if any, which is necessary to satisfy the Borrowing Base requirements below, together with all instruments, certificates of title, financing statements and other documents then required to be delivered pursuant to the Security Agreement, in each instance in form and substances satisfactory to the Secured Party. (g) EVIDENCE OF PRIORITY. The Secured Party shall have received evidence it deems reasonably appropriate that it has a first priority and perfected security interest and lien on the Revenue Equipment. 4.2 REVOLVING CREDIT LOANS UNDER THIS AGREEMENT. The obligation of Secured Party to make the first Revolving Credit Loan under this Agreement and to cause issuance of the Guaranty are further conditioned upon the following: (a) LEGAL OPINION. The Secured Party has received the favorable written opinion of counsel for the Company which shall be addressed to the Secured Party, in form and substance satisfactory to the Secured Party. (b) SECURITY AGREEMENT. The Secured Party shall have received the Security Agreement together with all instruments, certificates of title, financing statements and other documents then required to be delivered pursuant to the Security Agreement in each instance in form and substance satisfactory to Secured Party. -12- 4.3 TERM LOAN. The obligation of Secured Party to make the Term Loan is, in addition to the other conditions stated in this Section 4 (including, without limitation, those with respect to a Borrowing Base Certificate, the Term Loan Request and the absence of any defaults), further conditioned upon receipt by the Secured Party of copies of all consents, approvals or authorizations, each in form and substance reasonably acceptable to the Secured Party, of all governmental agencies and authorities which may be required in connection with insuring the validity and enforceability of the Term Loan. If the conditions precedent herein relating to the Term Loan are not satisfied prior to the Termination Date, the Secured Party shall have no obligation to make the Term Loan and the Revolving Credit Loans shall then be immediately due and payable. SECTION 5 COVENANTS OF COMPANY The Company agrees that, so long as either the Commitment remains in effect, or any Obligation is outstanding, other than contingent liability under any indemnification provision (with the exception of the indemnification provisions relating to the Guaranty) to the extent there are no such indemnification claims by the Secured Party: 5.1 REPORTING REQUIREMENTS. (a) ANNUAL FINANCIAL STATEMENTS. As soon as available but in any event within 120 days after the end of each fiscal year, the Company will deliver to Secured Party financial statements of Chemical Leaman Corporation (consolidated) for such fiscal year. "Financial Statements" shall mean a balance sheet, a statement of earnings or loss, and a statement of changes in financial position for the fiscal year and the immediately preceding fiscal year in comparative form. Financial Statements shall include consolidating balance sheets and income statements of Chemical Leaman Corporation and its subsidiaries and shall be in reasonable detail with appropriate notes and be prepared in accordance with generally accepted accounting principles applied on a consistent basis. Annual Financial Statements of Chemical Leaman Corporation shall be certified (without any material qualification, exception or limiting statement or disclosure) by independent public accountants of nationally recognized standing who shall be acceptable to the Secured Party, which acceptance shall not be unreasonably withheld. (b) QUARTERLY FINANCIAL STATEMENTS. As soon as available but in any event within 45 days after the end of each of the first three fiscal quarters of each fiscal year, the Company will deliver to Secured Party financial statements of the -13- Company and Chemical Leaman Corporation (consolidated) for comparable period of the preceding fiscal year and in each instance the cumulative year to date. Quarterly financial statements shall be certified by the president, chief executive or chief financial officer of the Company or Chemical Leaman Corporation, as applicable, as being complete and correct in all material respects, subject to normal year-end audit adjustments. (c) OTHER STATEMENTS AND REPORTS. Promptly following request by the Secured Party, the Company also will furnish such additional information, reports or statements as the Secured Party from time to time may reasonably request. (d) ANNUAL AND QUARTERLY DEFAULT CERTIFICATES. Each annual and quarterly financial statement will be accompanied by a certificate signed by the president of the Company stating whether in his opinion an Event of Default or event which with notice or lapse of time or both would become an Event of Default exists on the date of said certificate together with a statement of the details and action taken or to be taken if any Event of Default or event exists. Each annual financial statement also will be accompanied by a statement of the firm of independent public accountants which reported on statements of Chemical Leaman Corporation to the effect that in the course of, and based solely upon their regular audit of the financial statements of Chemical Leaman Corporation and its wholly-owned subsidiary Chemical Leaman Tank Lines, Inc., nothing came to their attention which caused them to believe that on the date of such statements any Event of Default or event which with notice or lapse of time or both would become an Event of Default or an event which with notice or lapse of time or both would become an Event of Default existed, relating to Section 5.2 hereof, or, in the alternative that an Event of Default existed, relating to Section 5.2 hereof, and setting forth the details thereof. (e) INTERIM DEFAULT CERTIFICATES. The Company will deliver to Secured Party forthwith upon occurrence of any Event of Default or event which with notice or lapse of time or both would become an Event of Default a certificate signed by the president of the Company stating the details and action taken or to be taken with respect thereto. (f) MONTHLY REPORTS. The Company will deliver to the Secured Party within 30 days after the end of each month a Borrowing Base Certificate dated the last day of such month together with appropriate schedules reflecting the Revenue Equipment included in the Borrowing Base. 5.2 BORROWING BASE, FINANCIAL CONDITIONS AND RATIOS. The Company will maintain (on a consolidated basis with its subsidiaries), and the Company agrees that this Section 5.2 will be deemed breached if Chemical Leaman Corporation (on -14- a consolidated basis) does not also maintain, a Borrowing Base and minimum financial conditions and ratios, as follows: (a) BORROWING BASE. The total amount of the unpaid principal of the Loans and the Term Loan, the accrued and unpaid interest owing under the Loans and the Term Loan, the amount guaranteed under the Guaranty (whether or not Secured Party or ACONA has made payment under the Guaranty), the accrued and unpaid fees and expenses owed by the Company to Secured Party, and all other absolute and contingent obligations and liabilities of the Company to the Secured Party and/or ACONA now existing or hereafter arising, whether under this Agreement or any other agreement, including, without limitation, liabilities arising as a result of preference claims under Section 547 of the Bankruptcy Code (collectively, the "Obligations"), shall not, in the aggregate, exceed the Borrowing Base, provided such covenants shall not be deemed breached if, within twenty seven (27) days after each date on which the Obligations exceed the Borrowing Base, a prepayment on the Obligations is made in an amount sufficient to assure continued compliance with the covenant going forward or additional equipment which is satisfactory to Secured Party and which is of a Value sufficient to cause the Borrowing Base to exceed the Obligations is added to the Revenue Equipment. "BORROWING BASE" shall be determined on the first date of each month and shall mean an amount equal to the then aggregate Book Value of all Revenue Equipment on such date. "BOOK VALUE" for an item of Revenue Equipment as of any date of determination shall mean (a) the Value thereof plus Refurbishments thereto less Depreciation thereto as of such date (b) times 85%. Any item of Revenue Equipment which is lost, stolen or destroyed or which is materially damaged but not repaired within thirty (30) days shall have a Book Value of zero. "VALUE" of an item of Revenue Equipment shall mean: (i) with respect to all Revenue Equipment listed in Schedule A to the Security Agreement dated November 30, 1990 ("Schedule A") the respective values thereof; (ii) with respect to each used item of equipment to be added as Revenue Equipment to Schedule A at a later date, (i) the value of similarly equipped Revenue Equipment of the same manufacturer, model and year listed in the appraisal prepared by Tank Trailers, Inc. dated October 5, 1990 (the "Appraisal") less Depreciation and (ii) which does not meet the parameters of subsection (i) of this paragraph (b), the value which Secured Party and Company shall agree upon, and (iii) if subsections (i) and (ii) of this paragraph (b) are not applicable, then the appraised value which Tank Trailers, Inc. shall determine in -15- accordance with the method used by Tank Trailers, Inc. under the Appraisal; (iii) with respect to each item of equipment purchased new by the Company, which has not been used by the Company or anyone else for more than ninety (90) days at the time it is to be added as Revenue Equipment to Schedule A at a later date, the purchase cost to Company of such new item of Revenue Equipment. "REFURBISHMENTS" shall mean an amount equal to 80% of the cost to Company of the work performed by independent, unaffiliated third parties constituting material rebuilding or replacement of the superstructure, undercarriage, tanks, liners, cryogenic equipment or the like of the Revenue Equipment. Such costs shall constitute Refurbishments only in the event the related work is performed on an item of Revenue Equipment subsequent to the date such item of Revenue Equipment is added to Schedule A as Revenue Equipment. In no event shall all aggregate Refurbishments, for purposes of determining the Borrowing Base, exceed $3,000,000 per year. Repairs to damaged Revenue Equipment shall not be deemed Refurbishments. "DEPRECIATION" for an item of Revenue Equipment as of any date of determination shall mean an amount equal to .83% of its original purchase price to the Company times (a) in the case of Revenue Equipment whose value is determined under paragraphs (a), (b)(ii), (b)(iii) or (c) above, the number of months such item of Revenue Equipment has been listed as Revenue Equipment on Schedule A and (b) in the case of Revenue Equipment whose value is determined under paragraph (b)(i) above, the number of months from the date hereof to the date of determination. "REVENUE EQUIPMENT" shall mean all the Company's trucks, tractors, trailers and similar equipment described in Schedule A to the Security Agreement as such Schedule A shall be amended or supplemented from time to time, in which Secured Party has a first priority and perfected security interest. (b) CURRENT RATIO. A current ratio (Current Assets to Current Liabilities exclusive of the current portion of long term liabilities) of not less than 1:1. (c) CURRENT ASSETS and CURRENT LIABILITIES shall mean, respectively, all assets or liabilities of the Company which would, in accordance with generally accepted accounting principles, be classified as current assets, as applicable; provided, however, that the term Current Liabilities shall exclude the Company's obligations under (i) this Agreement, and (ii) the Receivables Purchase Agreement between the Company, Quala Systems, Inc. and Pickering Way Funding Corp. ("Receivables Agreement"). -16- (d) TANGIBLE NET WORTH. Tangible net worth (tangible assets i.e., total assets excluding patents, copyrights, capitalized research and development costs, goodwill, operating rights and other intangible assets, minus total liabilities (excluding all operating leases)) of the Company of not less than $20,142,000, and tangible net worth of Chemical Leaman Corporation (on a consolidated basis and including the book value of all outstanding Series A Preferred Stock) of not less than $21,962,000. (e) LIABILITIES TO TANGIBLE NET WORTH. A ratio of Total Liabilities to Tangible Net Worth of the Company and Chemical Leaman Corporation, respectively, which is not at any time more than 3.97:1, and 3.82:1. "TOTAL LIABILITIES" shall mean the total liabilities shown on the balance sheet, of the Company or Chemical Leaman Corporation, as applicable, plus, to the extent not shown on such balance sheet, the value of all leases, including all operating leases discounted to present value at the rate of return which the lessee will pay on each lease. (f) DEBT COVERAGE. With respect to the Company, a ratio of Current Income to Current Obligations at all times specified not less than 1.00:1. "CURRENT INCOME" shall mean consolidated net income of the Company for the fiscal period plus depreciation deducted during the period and amounts added to or subtracted from, as applicable, any reserve for deferred tax liability during the period minus any dividends or distributions paid or declared during the period. "CURRENT OBLIGATIONS" shall mean (i) the amount of all obligations maturing within the next succeeding 365 days excluding the Company's obligations under the Loans, the revolving credit facility with CoreStates Bank, N.A. and the Receivables Agreement; plus (ii) 25% of the principal balance of the Loans and Term Loan outstanding hereunder plus the principal balance of the notes outstanding under the revolving credit facility with CoreStates Bank, N.A. plus the principal balance of the Company's obligations under the Receivables Agreement. In calculating this ratio, Current Income shall be determined for each period based on actual Current Income for the preceding four fiscal quarters. 5.3 PERFORMANCE OF LOAN DOCUMENTS; FURTHER ASSURANCES. The Company will duly and punctually perform each and every undertaking under each Loan Document and execute and deliver all such other and further instruments, and do and perform all such further acts and things as the Secured Party may reasonably -17- request to assure the rights and benefits afforded by the Loan Documents or which are intended so to be afforded, including but not limited to rights and benefits of any security interest therein granted. 5.4 COMPLIANCE WITH LAWS. The Company will comply with all applicable laws, rules, regulations and orders of any governmental authority to which it may be subject, the failure to which would (i) have a material adverse effect on the Company or (ii) affect the validity or enforceability of the Loan Documents, including but not limited to the payment and discharge of all taxes, assessments and governmental charges upon it, its income and its assets and properties prior to the dates on which penalties are attached thereto, except to the extent such compliance shall be contested in good faith and by appropriate proceedings. 5.5 MAINTENANCE OF ASSETS; PERMITS, LICENSES, ETC. The Company will maintain and preserve the Revenue Equipment and substantially all of its other assets in good working order and condition, ordinary wear and tear excepted, and will continue to possess all permits, licenses, franchises, trademarks, copyrights, and patents necessary to the conduct of its business as conducted or as proposed to be conducted, the failure to which would (i) have a material adverse effect on the Company or (ii) affect the validity or enforceability of the Loan Documents, except for its transfer of various trademarks assigned to its wholly-owned subsidiary, CLT Services, Inc. As set forth in the definition of "Book Value" in Section 5.2 herein, any item of Revenue Equipment which is lost, stolen or destroyed or which is materially damaged but not repaired within thirty (30) days shall have a Book Value of zero, but shall not otherwise constitute a breach of this covenant by the Company. 5.6 CORPORATE EXISTENCE. The Company and Chemical Leaman Corporation each will maintain itself in good standing as a business corporation under the jurisdiction of its incorporation and qualify and remain qualified to do business in all jurisdictions where the nature of the business it transacts or the character of the assets or properties owned or leased by it makes such qualification necessary, the failure to which would (i) have a material adverse effect on the Company or (ii) affect the validity or enforceability of the Loan Documents. 5.7 BOOKS AND RECORDS. The Company will keep adequate records and books of account in which complete and correct entries will be made in accordance with generally accepted accounting principles, reflecting all its financial transactions. The Company will permit the Secured Party, or the representative of the Secured Party to examine and make copies of and abstracts from the records and books of account, visit the properties of the Company, and discuss the affairs, finances, assets and -18- accounts of the Company with any officer, director or other executive of the Company. 5.8 MERGER; PURCHASE OR SALE OF ASSETS. The Company will not (a) dissolve, (b) adopt or enter into any plan or agreement of liquidation, (c) enter into any merger or consolidation with or acquire all or substantially all of the assets of any other person unless the surviving entity shall be the Company, or (d) sell or otherwise suffer a transfer of any shares of its capital stock to any person other than Chemical Leaman Corporation. 5.9 LOANS; ADVANCES. After December 31, 1992, the Borrower shall not make any additional loans to others, except that the Borrower may make loans to (a) the Parent in an aggregate amount not to exceed (i) an additional $6,000,000 at any time outstanding during calendar year 1993 and (ii) an additional $3,000,000 at any time outstanding during calendar year 1994, the proceeds of which shall be used by the Parent only to pay operating and administrative expenses; (b) its Subsidiaries, the Parent (which shall be in addition to the loans provided in clause (a) above) and the Parent's Subsidiaries in an aggregate amount not to exceed $3,500,000 at any time outstanding; and (c) the Company's owner/operators in an aggregate amount not to exceed $2,000,000 at any time outstanding. 5.10 NATURE OF BUSINESS. The Company shall not change the nature of its business to the extent that the Revenue Equipment would not be appropriate to service its busness. In this regard, the Company acknowledges that (i) currently, the nature of the Company's business is over the road haulage of bulk products, chemicals, petroleum, natural gas and the like (the "Basic Business") and (ii) the Company has selected and purchased the Revenue Equipment specifically to serve the Basic Business. SECTON 6 DEFAULT 6.1 EVENTS OF DEFAULT. The Company shall be in default if any one or more of the following events ("EVENT OF DEFAULT") occurs: (a) PRINCIPAL OR INTEREST. The Company fails to pay any installment of principal of or interest on the Loans or the Term Loan within 5 days after the date it is due and payable (whether at maturity, by notice of intention to prepay, or otherwise) or fails to pay within 10 days after written notice that any other amount is due and payable under any Loan Document: (b) NO NOTICE COVENANTS. The Company fails to observe or perform any covenant or agreement contained in Sections 5.1, -19- 5.2, 5.6, 5.7, 5.8, 5.9 or 5.10 without regard to whether or not any such notice of such failure has been given by the Secured Party; (c) NOTICE COVENANTS. The Company fails to observe or perform any covenant or agreement contained in any Loan Document other than those contemplated in clause (b) above for 30 days after written notice thereof has been given by the Secured Party specifying the default and requiring that it be remedied; (d) REPRESENTATIONS, WARRANTIES, ETC. Any representation or warranty made by the Company in any Loan Document or any statement or representation made in any certificate (including, without limitation, the Revolving Loan Request, the Term Loan Request and the Borrowing Base Certificates), report or opinion delivered in connection with any Loan Document shall prove to have been incorrect in any material respect when made; (e) CROSS DEFAULT. Any obligation of the Company or Chemical Leaman Corporation to any person for payment of money where the indebtedness thereof exceeds $1,000,000 becomes or is declared to be due and payable prior to its stated maturity of any event of default or event which with the passing of time or notice or both shall have occurred the effect of which will permit the holder of any such obligation to demand payment of such obligation prior to its stated maturity, or any obligation of the Company or Chemical Leaman Corporation under any lease having a present value in excess of $1,000,000, whether operating or capital in nature, shall be in default the effect of which will permit the lease to be terminated or money damages to be collected; (f) BANKRUPTCY, ETC. The Company or Chemical Leaman Corporation is dissolved or liquidated, makes an assignment for the benefit of creditors, files a petition in Bankruptcy, is adjudicated insolvent or bankrupt, petitions or applies to any tribunal for any receiver or trustee, commences any proceeding relating to itself under any bankruptcy, reorganization, readjustment of debt, dissolution or liquidation law or statute of any jurisdiction, has commenced against it any such proceeding which remained undismissed for a period of 60 days, indicated its consent to, approval of or acquiescence in any such proceeding or any receiver or trustee for the Company or Chemical Leaman Corporation for any substantial part of the property of either is appointed, or the Company or Chemical Leaman Corporation suffers any such receivership or trusteeship to continue undischarged for a period of 60 days; (g) JUDGMENT. Any judgments against the Company or any attachments against its assets or property for amounts in excess of $1,000,000 in the aggregate remain unpaid, unstayed on -20- appeal, undischarged, unbonded and undismissed for a period of 60 days; (h) ERISA. Any Reportable Event (as such term is defined in ERISA or any other fact or circumstance which the Secured Party in good faith determines constitutes ground for the termination of any employee benefit plan maintained for employees of the Company or Chemical Leaman Corporation and covered by Title IV of ERISA or grounds for the appointment by an appropriate United States District Court of a trustee to administer any such plan, shall have occurred and be continuing for 5 days, or any such plan shall be terminated within the meaning of such Title IV, or a trustee shall be appointed by the appropriate United States District Court to administer such plan or the Pension Benefit Guaranty Corporation shall institute proceedings to terminate any such plan or to appoint a trustee to administer such plan, if upon the termination of the plan or plans with respect to which any of the foregoing events shall have occurred there is or would be, in the reasonable judgment of the Secured Party, a material resultant liability of the Company or Chemical Leaman Corporation; or (i) OWNERSHIP. Mr. David R. Hamilton, Mr. George McFadden, Mr. John McFadden and the Estate of Joseph C. Szabo, the members of their immediate families, and trusts they control for the benefit of the members of their immediate families, shall own, in the aggregate, beneficially and of record, less than (i) fifty percent 50% of the outstanding common stock of Chemical Leaman Corporation or (ii) if and so long as David Hamilton is the Chief Executive Officer of Chemical Leaman Corporation, thirty percent (30%) of such stock. THEN and in every such event other than those specified in clause (f) above, Secured Party may, in its sole discretion, terminate the Commitment (the date of such termination being a Termination Date as defined in Section 1.1) and declare the Obligations payable without presentment, demand, protest or other notice of any kind, all of which are hereby waived by the Company. Upon the occurrence of any event specified in clause (f) above, the Commitment shall automatically terminate the Obligations, shall immediately be due and payable without presentment, demand, protest or other notice of any kind, all of which are hereby waived by the Company. If the Guaranty shall remain unfunded at such time, Secured party shall be entitled to withhold from the proceeds of disposition of the Revenue Equipment sufficient funds to satisfy the obligations under the Guaranty. -21- SECTION 7 MISCELLANEOUS 7.1 WAIVER. No failure or delay on the part of the Secured Party or ACONA exercising any right, power or remedy under any Loan Document shall operate as a waiver thereof; nor shall any single or partial exercise of any such right, power or remedy preclude any other or further exercise thereof or the exercise of any other right, power or remedy under any Loan Document. The remedies provided under the Loan Documents are cumulative and not exclusive of any remedies provided by law. 7.2 AMENDMENTS. No amendment, modification, termination or waiver of any Loan Document or any provision thereof nor any consent to any departure by the Company or Chemical Leaman Corporation therefrom shall be effective unless the same shall be in writing and be signed by the Secured Party and then any such waiver or consent shall be effective only in the specified instance and for the specific purpose for which given. No notice to or demand on the Company shall entitle the Company to any other or further notice or demand in similar or other circumstances. No amendment, modification, termination or waiver shall affect the payment of principal, interest or any fee provided herein, or change the Commitment. 7.3 GOVERNING LAW. The Loan Documents and all rights and obligation of the parties hereunder shall be governed by and be construed and enforced in accordance with the laws of Pennsylvania. 7.4 ASSIGNMENT. Each Loan Document shall bind and inure to the benefit of the Company and Secured Party and their respective successors and assigns, except that the Company shall not have the right to assign any of its rights, obligations or any interest of it under any Loan Document without the prior written consent of the Secured Party. No person not a party to any Loan Documents is intended to be benefitted thereby. 7.5 SEVERABILITY. Any provision of any Loan Document which is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without affecting the validity or enforceability of such provision in any other jurisdiction. 7.6 CAPTIONS. Captions in the Loan Documents are included for convenience of reference only and shall not constitute a care of any Loan Document for any other purpose. 7.7 NOTICES. All notices, requests, demands, directions, declarations and other communications between the Secured Party -22- and the Company provided for in any Loan Document shall, except as otherwise expressly provided, be mailed by registered or certified mail, return receipt requested, or telecopied, or delivered in hand to the applicable party at its address indicated by its signature on the signature page hereto. The foregoing shall be effective when deposited in the mails, postage prepaid, addressed as aforesaid and shall whenever sent by telecopy or delivered in hand be effective when received. Any party may change its address by a communication in accordance herewith. 7.8 EXPENSES OF THE SECURED PARTY. The Company will from time to time reimburse the Secured Party on demand for all expenses (including the reasonable fees and expenses of legal counsel) in connection with the preparation of the Loan Documents, the making of any Revolving Credit Loans, the ordinary administration of the Loan Documents, including all out-of-pocket expenses incurred by the Secured Party with respect to obtaining, amending, or releasing certificates of title, the enforcement of the Loan Documents, appraisals under Section 5.2 hereof, and except for liabilities and damages arising from the Secured Party breach of this Agreement or any Loan Document, all liabilities, obligations, losses, damages, penalties, actions, judgments, suits and costs expenses and disbursements which may be imposed on, incurred by or asserted against the Secured Party in any way relating or arising out of this Agreement or any Loan Document or any action taken or omitted by the Secured Party hereunder or thereunder. 7.9 COUNTERPARTS; EFFECTIVENESS. This Agreement and any amendment hereto or waiver hereof may be signed in any number of counterparts, each of which shall be an original, with the same effect as if the signatures thereto and hereto were upon the same instrument. This Agreement and any amendments hereto or waivers hereof shall become effective when the Secured Party shall have received signed counterparts or notices by telecopy of the signature page that the counterpart has been signed and is being delivered to the Secured Party or telex that such counterparts have been signed by all of the parties hereto or thereto. 7.10 FINANCING STATEMENTS. Secured Party has filed against the Company financing statements with collateral descriptions covering all of the Company's present and future trailers and semi-trailers. In the event the Company (i) seeks financing from a source other than Secured Party and such source requires as a condition to such financing a lien against trailers and semi-trailers other than the Revenue Equipment (the "Additional Equipment"), or (ii) elects to sell, transfer or otherwise dispose of any item of Additional Equipment, upon the Company's written request Secured Party agrees to promptly release its interest in the Additional Equipment and execute and deliver to the Company such documents and instruments as the Company may -23- reasonably request to evidence such release. The agreement within this Section shall not be construed as waiver of any of the terms and conditions of this Agreement. 7.11 CONFIRMATION. This Amended and Restated Revolving Credit Agreement does not create or evidence new indebtedness but merely amends and restates the terms and provisions of the Revolving Credit Agreement. IN WITNESS WHEREOF, the Company and the Secured Party have caused this Agreement to be executed by their proper corporate officers thereunto duly authorized as of the day and year first above written. 102 Pickering Way CHEMICAL LEAMAN TANK LINES, INC. Exton, PA 19341 Attention: Charles E. Fernald, Jr. By: /s/ [ILLEGIBLE] Telecopy #: (215) 363-4251 ---------------------------------- Title: ------------------------------- 300 E. Carpenter Freeway ASSOCIATES COMMERCIAL CORPORATION Irving, Texas 75062 Attention: Charles W. Staudenmayer By: /s/ C.W. Staudenmayer Telecopy #: (214) 541-3381 --------------------------------- Title: Senior Vice President ------------------------------- -24- LIST OF EXHIBITS EXHIBIT NO. DESCRIPTION - ----------- ----------- 1 ACONA Limited Guaranty 2 Guaranty Request 3 ACONA/Secured Party Indemnity 4 Revolving Loan Request 5 Borrowing Base Certificate 6 Term Loan Request 7 Exceptions to Business Qualification 8 List of Regulated States 9 Board Resolution 10 Exceptions to Authorization Covenants 11 Litigation 12 Exceptions to No Material Adverse Change Covenant 13 Supplemental Schedule A to Security Agreement -25- LIMITED GUARANTY (Letter of Credit) Issuing Bank xxxxx xxxxxx xxxx xxxx xxxxx Beneficary Amount U.S. Dollars ($ ) Application for Letter of Credit Expiry Date: Dated: (herein called the Application) Applicant has requested that Bank extend financial accommodations to Applicant by issuing the commerical or standby letter of credit described in the Application for Applicants account and by honoring or accepting drafts drawn in accordance with such letter of credit. In order to induce Bank to extend such financial accommodation to Applicant, Associates Corporation of North American ("ACONA:) hereby guarantees the full payment when due, upon five (5) days written demand from Bank to ACONA, of all of the obligations of Applicant to Bank described below, provided however, that ACONIA obligation to Bank hereunder is limited to a maximum of United States Dollars ($ ). As used herein, "Obligations" shall mean and refer to (a) all debts, liabilities and obligations of Applicant to Bank owing in conjunction with the letter of credit described in the Application and (b) all debts, liabilites and obligations of Applicant with respect to any drafts honored and or accepted by Bank in accordance with such letter of credit. A copy of the Application is attached hereto as Exhibit A, incorporated herein by this reference, and made a part hereof. Except as may be specifically provided herein, this is an absolute, unconditional guaranty of payment and not of collectibility. This Guaranty is limited in amounts specific and applies only to the Obligations of the Applicant described above. Under no circumstances shall this Guaranty be construed as a continuing guaranty, a guaranty in excess of the stated maximum, or a guaranty of any other indebtedness of Applicant to Bank. 1. Bank shall not, without the prior written consent of ACONA, renew, extend, refund, modify or amend the terms of any Application, the letter of credit itself or any acceptance(s) created or drawn in accordance with the Application, or in any manner surrender, release, or otherwise discharge the Applicant from Applicant's Obligations with respect thereto, other than upon receipt by Bank of payment or settlement in full. Only one or more of the following individual's is authorized to execute any such consent on behalf of ACONA: Ronald J. Krause Harold D. Marshall (Specimen Signature) Bank shall not, without prior written notice to ACONA, exercise any of its rights against the Applicant, any collateral or security for the Obligations of Applicant guaranteed hereunder, or as against any other party primarily or secondarily liable with respect to the Obligations guaranteed hereunder. Bank may apply the proceeds of any collateral or security (other than any sums received pursuant to this Guaranty) to any indebtedness of Applicant to Bank as permitted by the terms of the security agreement(s) between Applicant and Bank and in such order as it may elect without any requirement to account to ACONA for the order or authorization. 2. Bank shall not be required, as a condition of this Guaranty, (i) to proceed against the Applicant by suit or otherwise; (ii) to obtain, perfect an interest in, foreclose, proceed against, liquidate or exhaust any collateral securing the Obligations of Applicant to Bank: or (iii) to exercise, pursue or enforce any remedy Bank may have against the Applicant, any other guarantor of the Obligations of the Applicant or any other party. The liability of ACONA hereunder is not conditioned or contingent upon the validity, sufficency or enforceability of any agreement evidencing the Obligations of Applicant or any collateral or security therefor or guarantees thereof. ACONA shall not avail itself of any defense which the Applicant may have against Bank other than (i) the full payment to or settlement of the Obligations guaranteed hereunder, and/or (ii) the wrongful honoring or accepting by Bank of drafts drawn in conjunction with the letter of credit. 3. ACONA shall have no right of subrogation to the rights of Bank hereunder, nor any right to participate in any collateral held by Bank, on account of payment by it of certain of the Obligations guaranteed hereunder, unless all Obligations of Applicant to Bank guaranteed hereunder have been paid in full. Upon payment in full by ACONA, Bank will assign and transfer all of Bank's rights as against Applicant with respect to such Obligations to ACONA, or to a subsidiary of ACONA designated by ACONA, "without recourse or warranty, express or implied," and will endorse and delver all documents, instruments, bill of lading, and or documents of title, either establishing such Obligations or created, issued or received in connection therewith. Bank hereby agrees that, until such time as any document, instrument, bill of lading and, or document of title received by Bank in connection with the letter of credit described in the Application is delivered to Applicant in accordance with such letter of credit. Bank shall hold any such document, instrument, bill of lading and/or document of title as balance for ACONA and its subsidiaries, as well as for Bank's own purposes, and not as agent or bailee of Applicant. 4. ACONA represents to Bank that the execution and performance of this Guaranty have been duly authorized by all necessary corporate action, that this Guaranty is issued in conjunction with the business operations of a commercial finance subsidiary of ACONA and that the amount of the Obligations guaranteed hereunder is and shall continue to be within all dollar limitations from time to time approved by resolution of the Board of Directors or the Executive Committee of the Board of Directors of ACONA for guarantees of this type. Upon request of Bank, ACONA hereby agrees to provide Bank with a copy of the applicable resolutions certified by the Secretary or an Assistant Secretary of ACONA. 5. This Guaranty shall inure to the benefit of and may be enforced by Bank, its successors and assigns and any party to whom all or any part of the Obligations guaranteed hereunder may be transferred, negotiated or assigned. If a portion of the Obligations guaranteed hereunder is sold, transferred or negotiated, Bank shall have the right to enforce this Guaranty as to the remaining portion of the Obligations. 6. ACONA hereby waives notice of acceptance of this Guaranty and it shall be conclusively presumed that the issuance by Bank of the letter of credit described in the Application and/or the honoring or accepting of drafts in accordance with its terms was made, honored or accepted in reliance upon this Guaranty. 7. The obligations of ACONA to Bank hereunder shall automatically terminate upon the early of (a) full payment or settlement in full of the Obligation guaranteed hereunder or (b) the Expiry Date. Any demand for payment by Bank to ACONA hereunder must be in writing and must be sent to: Associates Corporation of North America c/o Associates Commercial Corporation Attention: 8. This Guaranty shall be governed, construed and enforced in accordance with the laws of the State of Illinois. Each provision of this Guaranty is intended receivable. In the event that any provision hereof shall be deemed to be invalid by reason of the operation of any law or by reason of any interpretation placed in by any court, this Guaranty shall be construed as not containing such provision and the invalidity of such provision shall not affect the validity of any other provision hereof and any and all provisions hereof which are otherwise lawful and valid shall remain in full force and effect. In Witness Whereof, Associates Corporation of North America has executed this Limited Guaranty this ______day of ___________________________. Attest: Associates Corporation of North America By By --------------------------------- -------------------------------------- EXHIBIT 1 TO AMENDED AND RESTATES REVOLVING CREDIT AGREEMENT EXHIBIT 2 MADE TO AND FORMING A PART OF THE AMENDED AND RESTATED REVOLVING CREDIT AGREEMENT DATED JANUARY 1, 1994 GUARANTY REQUEST TO: Associates Commercial Corporation Chemical Leaman Tank Lines, Inc. ("Company") hereby requests Associates Commercial Corporation ("Secured Party") to cause Associates Corporation of North America to issue a Limited Guaranty (the "Guaranty") to ____________________________________________________________________________ in the form attached, as Exhibit 1, to the Amended and Restated Revolving Credit Agreement dated October 15, 1993 between Company and Secured Party which amends that certain Revolving Credit Agreement dated November 30, 1990 between Company and Secured Party (as amended the "Revolving Credit Agreement"). The Guaranty shall be in the amount of $________. The Company's rights and obligations regarding the Guaranty are subject to the Revolving Credit Agreement. The undersigned, on behalf of Company, represents and warrants to Secured Party that: 1. Company has not directly or indirectly violated any of the provisions of the Revolving Credit Agreement and has performed and will continue to perform all of Company's obligations under the Revolving Credit Agreement in accordance with the terms thereof; and 2. Each representation and warranty contained in the Revolving Credit Agreement is true and correct as of the date hereof. Attached hereto is a Borrowing Base Certificate bearing even date herewith. Dated: ------------------------------ CHEMICAL LEAMAN TANK LINES, INC. By: --------------------------------- Title: ------------------------------ EXHIBIT 3 MADE TO AND FORMING A PART OF THE AMENDED AND RESTATED REVOLVING CREDIT AGREEMENT DATED JANUARY 1, 1994 INDEMNIFICATION LETTER Date: ---------------------- Associates Corporation of North America 250 E. Carpenter Freeway Irving, TX 75062-2789 Gentlemen: Associates Commercial Corporation ("ACC") hereby requests that, as a financial accommodation to ACC, Associates Corporation of North America ("ACONA") execute and deliver its guaranty of payment of indebtedness owed by Chemical Leaman Tank Lines, Inc. (the "Company") to ___________________________ (the "Bank") which will issue a letter of credit to Home Indemnity Company for the account of the Company. Such guaranty shall be similar in form and substance to the Limited Guaranty attached hereto. In consideration of ACONA's issuance of such guaranty and any renewals thereof, ACC hereby absolutely and unconditionally agrees to indemnify and hold ACONA harmless from and against any loss, damage, expense, liability or payment arising by reason of the performance or the making of any payment, whether to the Bank or any other party, under such guaranty, including, without limitation, any liability arising as a result of a preference under Section 547 of the Bankruptcy Code caused by issuance of or performance under such guaranty, and further agrees to either provide ACONA with all funds necessary to honor such guaranty, to reimburse ACONA for any sums ACONA may be required to advance pursuant to such guaranty, or to advance directly to the Bank the funds necessary to honor such guaranty. Very truly yours, ASSOCIATES COMMERCIAL CORPORATION By: ---------------------------------------- Title: ------------------------------------ EXHIBIT 4 MADE TO AND FORMING A PART OF AMENDED AND RESTATED REVOLVING CREDIT AGREEMENT DATED JANUARY 1, 1994 REVOLVING LOAN REQUEST Date: ----------------- TO: Associates Commercial Corporation A. Request. Chemical Leaman Tank Lines, Inc. ("Company") hereby requests Associates Commercial Corporation ("Secured Party") to make a loan ("Loan") to Company in the principal amount of _____________________ Dollars ($________) ("Principal Amount") pursuant to that certain Revolving Credit Agreement between Company and Secured Party dated __________________, 1990 (the "Revolving Credit Agreement"). The Loan requested hereunder is a Revolving Credit Loan, as defined in the Revolving Credit Agreement and is subject thereto. B. REPRESENTATIONS AND WARRANTIES. The undersigned, on behalf of Company, represents and warrants to Secured Party that: 1. Company has not directly or indirectly violated any of the provisions of the Revolving Credit Agreement and has performed and will continue to perform all of Company's obligations under the Revolving Credit Agreement in accordance with the terms thereof; 2. the Loan will be utilized by Company for purposes in the ordinary course of its business and the Loan will not be utilized for shareholder loans, stock redemption or other purposes not in the ordinary course of Company's business; and 3. each representation and warranty contained in the Revolving credit Agreement is true and correct as of the date hereof. C. REPAYMENT. If the conditions precedent to the Loan as set forth in the Revolving Credit Agreement are met and Secured Party advances the Loan proceeds requested hereunder, Company promises to pay to Secured Party at 300 E. Carpenter Freeway, Irving, Texas 75062, or such other place as Secured Party may designate in writing, the Loan in the following manner: The Principal Amount, together with all accrued and unpaid interest, shall be payable on ___________, 1991. Interest before maturity shall be payable monthly on the unpaid Principal Amount, at the Governing Rate (as defined below). The first interest payment shall be payable on ______________ and subsequent interest payments shall be payable on the like date of each month thereafter. Mandatory prepayments hereunder may be required pursuant to the Revolving Credit Agreement. The "Governing Rate" shall mean a simple interest per annum rate equal to the fixed rate of 1% plus the Prime Rate (as defined below) in effect as of the first business day of each month, but in no event shall the Governing Rate exceed 13% simple interest per annum or be less than 9.5% simple interest per annum. The "Prime Rate" shall mean the per annum lending rate publicly announced from time to time by Philadelphia National Bank (or any successor bank(s) thereof) as the base rate for unsecured short term business loans, such rate being the rate presently referred to by some banks as its base rate or as its reference rate or as its corporate base rate or as its prime rate for unsecured loans of the shortest maturity to corporate borrowers. The Governing Rate hereunder shall be computed at the option of Secured Party on the basis of a 360-day year for the actual number of days elapsed. All payments may at the option of Secured Party be applied first to delinquency charges, then to interest, and then to principal. The acceptance by Secured Party of any payment which is less than payment in full of all amounts due and owing at such time shall not constitute a waiver of the Secured Party's right to receive payment in full at such or at any other time. Time is of the essence hereof. Upon failure of the Company to make any payment on its due date, or upon the occurrence of an event of default or other breach of any of the provisions of the Revolving Credit Agreement or any other instrument or agreement by the Company to Secured Party (collectively the "Documents") and at any time thereafter as long as the default continues, Secured Party may, at its option, with or without notice to the Company (which notice of intention to accelerate is hereby expressly waived by Company), declare all remaining payments to be immediately due and payable, with interest thereon at a per annum rate of 3% plus the Prime Rate, if not prohibited by law, otherwise at the highest rate that the Company can legally obligate itself to pay and/or Secured Party can legally collect (the "Default Rate"). In the event of a default as described above, the Default Rate will accrue from the date of such default until such time as no event of default shall exist, regardless of whether or not the amounts owing hereunder have been accelerated. The Company and all sureties, endorsers, guarantors and any others who may at any time become liable for the payment hereof hereby consent to any and all extensions of time, renewals, waivers and modifications of, and substitutions or releases of security or of any party primarily or secondarily liable on, or with respect to, this Request or the Documents or any of the terms, conditions and provisions of either, without limitation as to the number or the periods thereof, that may be made, granted or consented to by Secured Party, and agree that suit may be brought and maintained against any one or more of them, at the election of Secured Party, without joinder of the others as parties thereto, and that Secured Party shall not be required to first foreclose, proceed against, or exhaust any security hereof in order to enforce payment by them, or any one or more of them, of this Request. The Company and all sureties, endorsers, guarantors and any others who may at any time become liable for the payment hereof severally waive presentment, demand for payment, notice of nonpayment, protest, notice of protest, notice of dishonor, and all other notices in connection with this Request, filing of suit and diligence in collecting this Request or enforcing any of the security herefor, and agree to pay, if permitted by law, all expenses incurred in collection, including the reasonable fees of any attorneys retained by Secured Party (20% of the amount then due, or if probited by law, such lesser sum as may not be so prohibited), and hereby waive all benefits of valuation, appraisement and exemption laws. The Company and all sureties, endorsers, guarantors and any others who may at any time become liable for the payment of the indebtedness evidenced by this Request hereby agree that Secured Party may bring any legal proceedings it deems necessary to enforce the payment and performance of the obligations of the Company under this Request and under the Documents in any court in the state shown above in which this Request is payable, and service of process may be made upon each of them by mailing a copy of the summons to such person at its address last known to Secured Party. Any provisions hereof contrary to, prohibited by or invalid under applicable laws or regulations shall be inapplicable and deemed omitted herefrom, but shall not invalidate the remaining provisions hereof. Notwithstanding any other provision to the contrary set forth herein, if at any time implementation of any provision hereof shall raise the interest rate herein above the lawful maximum, if any, in affect from time to time in the applicable jurisdiction for loans to borrowers of the type, in the amount, for the purposes, and otherwise of the kind herein contemplated, then such interest rate shall be limited to such lawful maximum and any excess interest inadvertently collected shall be deemed to be a partial prepayment of principal and so applied. This Request shall be subject to, governed and construed according to the laws of the state of Pennsylvania. This Request and amounts owing hereunder are secured by the collateral described in the Revolving Credit Agreement and in the related security agreements, and is subject to the terms of Revolving Credit Agreement. CHEMICAL LEAMAN TANK LINES, INC. By: - -------------------------------- ----------------------------------- Witness Title: -------------------------------- EXHIBIT 5 MADE TO AND FORMING A PART OF AMENDED AND RESTATED REVOLVING CREDIT AGREEMENT DATED JANUARY 1, 1994 BORROWING BASE CERTIFICATE # (AS OF ) BORROWING BASE: 1. Total net appraised value of revenue equipment (from line #6 of certificate #____________). $ -------------- ADDITIONS: 2. Net appraised or agreed value of revenue equipment pledged since certificate #____________). $ -------------- 3. Refurbishments completed since certificate #_______________(x) 80%. $ -------------- DEDUCTIONS: 4. Net appraised value of revenue equipment destroyed or otherwise deleted since certificate #_______________________. $ -------------- 5. Monthly depreciation of revenue equipment on line 1 net of line 4. $ -------------- 6. Sub-total (lines 1 + 2 + 3 - 4 - 5). $ -------------- 7. Borrowing base (line 6 x 85%). $ -------------- STATUS OF LOANS AND LETTERS OF GUARANTY: 8. Present outstanding loan balance. $ -------------- 9. Present outstanding letters of guaranty. $ -------------- 10. Present total loans and letters of guaranty. $ -------------- ADDITIONAL ADVANCE AND/OR LETTER OF GUARANTY REQUEST: 11. Additional loans requested. $ -------------- 12. Additional letter of guaranty requested. $ -------------- 13. Proposed total loans letters of guaranty (lines 10 + 11 + 12). $ -------------- 14. Proposed unused availability (lines 7-13). $ -------------- We hereby certify that the foregoing statement of our pledged assets and loan liabilities are true and correct and according to the records of the undersigned and that all certificates heretofore or herewith made by the undersigned concerning the assets and liabilities are true and correct and the assets are collateral for loans and letters of guaranty from Associates Commercial Corporation and Associates Corporation of North America. Borrower: Chemical Leaman Tank Lines, Inc. Date: By: ----------------------- ---------------------------------------- Title: ------------------------------------ EXHIBIT 6 MADE TO AND FORMING A PART OF AMENDED AND RESTATED REVOLVING CREDIT AGREEMENT DATED JANUARY 1, 1994 TERM LOAN REQUEST Date: ----------------- TO: Associates Commercial Corporation A. Request. Chemical Leaman Tank Lines, Inc. ("Company") hereby requests Associates Commercial Corporation ("Secured Party") to extend the payment terms of all Revolving Credit Loans (as defined in that certain Revolving Credit Agreement dated November 30, 1990 between Company and Secured Party, referred to herein as the "Revolving Credit Agreement") pursuant to the terms of the Revolving credit Agreement. The principal balance of all Revolving Credit Loans as of the date hereof is _______________________ Dollars ($___________) (the "Term Loan Amount"). The extension requested hereunder evidences the "Term Loan" as defined in the Revolving Credit Agreement. B. Representations and Warranties. The undersigned, on behalf of Company, represents and warrants to secured Party that: 1. Company has not directly or indirectly violated any of the provisions of the Revolving Credit Agreement and has performed and will continue to perform all of Company's obligations under the Revolving Credit Agreement in accordance with the terms thereof; 2. the Term Loan Amount will continue to be utilized by Company for purposes in the ordinary course of its business and the Term Loan Amount will not be utilized for shareholder loans, stock redemption or other purposes not in the ordinary course of Company's business; and 3. each representation and warranty contained the Revolving Credit Agreement is true and correct as of the date hereof. C. Repayment. If the conditions precedent to the Term Loan as set forth in the Revolving Credit Agreement are met and Secured Party agrees to the extension requested hereunder, Company promises to pay to Secured Party at 300 E. Carpenter Freeway, Irving, Texas 75062, or such other place as Secured Party may designate in writing, the Term Loan Amount in the following manner: The Term Loan Amount shall be paid in 48 installments with $______________ payable on January 1, 1992, and the like sum payable on the like date of each month thereafter until fully paid, provided, that the final installment shall be in the amount of the remaining unpaid balance, and with interest before maturity at the Governing Rate (as defined below) payable monthly on unpaid principal balances. The "Governing Rate" shall mean a simple interest per annum rate equal to the fixed rate of 1% plus the Prime Rate (as defined below) in effect as of the first business day of each month, but in no event shall the Governing Rate exceed 13% simple interest per annum or be less than 9.5% simple interest per annum. The "Prime Rate" shall mean the per annum lending rate publicly announced from time to time by Philadelphia National Bank (or any successor bank(s) thereof) as the base rate for unsecured short term business loans, such rate being the rate presently referred to by some banks as its base rate or as its prime rate for unsecured loans of the shortest maturity to corporate borrowers. The Governing Rate hereunder shall be computed at the option of the Secured Party on the basis of a 360-day year for the actual number of days elapsed. All payments may at the option of the Secured Party be applied first to delinquency charges, then to interest, and then to principal. The acceptance by the Secured Party of any payment which is less than payment in full of all amounts due and owing at such time shall not constitute a waiver of the Secured Party's right to receive payment in full at such or at any other time. Time is of the essence hereof. Upon failure of the Company to make any payment on its due date, or upon the occurrence of an event of default or other breach of any of the provisions of the Revolving Credit Agreement or any other instrument or agreement by the Company to Secured Party (collectively the "Documents") and at any time thereafter as long as the default continues, the Secured Party may, at its option, with or without notice to the Company (which notice of intention to accelerate is hereby expressly waived by Company), declare all remaining payments to be immediately due and payable, with interest thereon at a per annum rate of 3% plus the Prime Rate, if not prohibited by law, otherwise at the highest rate that the Company can legally obligate itself to pay and/or the Secured Party can legally collect (the "Default Rate"). In the event of a default as described above, the "Default Rate"). In the event of a default as described above, the Default Rate will accrue from the date of such default until such time as no event of default shall exist, regardless of whether or not the amounts owing hereunder have been accelerated. The Company and all sureties, endorsers, guarantors and any others who may at any time become liable for the payment hereof hereby consent to any and all extensions of time, renewals, waivers and modifications of, and substitutions or releases of security or of any party primarily or secondarily liable on, or with respect to, this Request or the Documents or any of the terms, conditions and provisions of either, without limitation as to the number or the periods thereof, that may be made, granted or consented to by EXHIBIT 7 MADE TO AND FORMING A PART OF AMENDED AND RESTATED REVOLVING CREDIT AGREEMENT DATED JANUARY 1, 1994 EXCEPTIONS TO BUSINESS QUALIFICATION NONE EXHIBIT 8 MADE TO AND FORMING A PART OF AMENDED AND RESTATED REVOLVING CREDIT AGREEMENT DATED JANUARY 1, 1994 LIST OF REGULATED STATES The Company has applied for and received authority to engage in intra-state authority in the following states: Alabama Maryland Ohio California Massachusetts Oklahoma Connecticut Michigan Pennsylvania Delaware Missouri Rhode Island Georgia Nevada South Carolina Illinois New Hampshire Tennessee Indiana New York Texas Kentucky North Carolina West Virginia Louisiana The following states do not regulate intra-state authority and, therefore, the Company is not required to apply for authority to engage in intra-state activities: Delaware Florida Maine New Jersey - Vermont Washington D.C. EXHIBIT 9 MADE TO AND FORMING A PART OF AMENDED AND RESTATED REVOLVING CREDIT AGREEMENT DATED JANUARY 1, 1994 CHEMICAL LEAMAN TANK LINES, INC. ACTION BY UNANIMOUS CONSENT NOVEMBER 29, 1990 The Undersigned, being all of the members of the Board of Directors of CHEMICAL LEAMAN TANK LINES, INC., a Delaware corporation (the "Company"), do hereby unanimously consent that the following resolutions shall have the same force and effect as if duly adopted by a duly convened meeting of the Board of Directors: RESOLVED, that the Revolving Credit Agreement by and between the Company and Associates Commercial Corporation ("Associates"), substantially in the form circulated herewith (the "Associates Revolving Credit Agreement"), is hereby authorized and approved; and be it further RESOLVED, that the President and any Vice President, the Secretary, and either of the Assistant Secretaries of the Company, or any of them, be, and each of them hereby is, authorized to execute and deliver to Associates the Associates Revolving Credit Agreement and any loan request, security agreement and any other document, contemplated thereby in the forms hereby approved or with other document, contemplated thereby in the forms hereby approved or with such changes as the officer or officers executing the same shall approve, such approval to be conclusively evidenced by such officer's or officers' execution and delivery of the same; and any such action taken by any such officer prior to the date of these resolutions is hereby ratified and approved; and be it further RESOLVED, that the officers of the Company be, and each of them hereby is, authorized to do all such other acts and things, execute and deliver all such other documents and give all such other assurances as may be necessary or desirable to carry out the transactions contemplated by the Associates Revolving Credit Agreement, and any extensions, renewals, or modifications of any of the terms or provisions of the Revolving Credit Agreement (provided that the Board of Director's approval shall be required for action increasing the credit line under said agreement), and to perform the obligations of the Company under the documents authorized therein, the doing of any such act or thing, or the execution and delivery of any such document, or the giving of any such assurance to be conclusive evidence of the necessity or desirability thereof. /s/ John J. Kilcullen -------------------------------------- John J. Kilcullen /s/ Eugene C. Parkerson -------------------------------------- Eugene C. Parkerson /s/ Charles E. Fernald, Jr. -------------------------------------- Charles E. Fernald, Jr. EXHIBIT 10 MADE TO AND FORMING A PART OF AMENDED AND RESTATED REVOLVING CREDIT AGREEMENT DATED JANUARY 1, 1994 EXCEPTIONS TO AUTHORIZATION COVENANTS North Carolina Utilities Commission Pennsylvania Public Utilities Commission EXHIBIT 11 MADE TO AND FORMING A PART OF AMENDED AND RESTATED REVOLVING CREDIT AGREEMENT DATED JANUARY 1, 1994 LITIGATION The Company is involved in litigation from time to time in the ordinary course of its business principally involving the following primary areas: (i) environmental; (ii) traffic accidents involving its drivers; (iii) disputes with current or former employees or independent contractors, including workers' compensation claims, termination claims and compensation claims; and (iv) claims by shippers regarding contamination of shipments or other alleged non-performance by the Company under shipment contracts. Without limiting the generality of the foregoing, the Company is involved ln the following litigation: (a) Branford Terminal: On September 8, 1991, product owned by Synthetic Products Company in a tank truck operated by Company reacted and was released at Company's Branford, Connecticut facility. Company believes Synthetic Products to have been the sole cause of the release. On March 23, 1993, Company and Synthetic Products each paid the Connecticut Department of Environmental Protection ("DEP") $81,585.09 to reimburse expenses incurred by DEP responding to the release In addition, other claims for personal injury and/or property damage have been asserted as a result of the release. Company has settled several such claims for de minimis amounts. Company has reserved its right to seek recovery from Synthetic Products of all or part of amounts Company has paid in settlement. (b) Rose Orchards: On February 13, 1992, Rose Orchards filed suit against Company and Synthetic Products in the United States District Court for the District of Connecticut seeking damages allegedly sustained as a result of the tanker release Company's Branford, Connecticut facility described above. On June 22, 1992, Atlas Fence Company filed a similar suit against Company and Synthetic Products. In both cases, which were subsequently consolidated for discovery, Company filed an answer denying liability and cross claims against Synthetic Products seeking damages and indemnity in connection with the Branford incident. In December, 1992, Company and Synthetic Products each paid $58,750.00 in settlement of Atlas Fence's claims. On April 2, 1993, Company and Synthetic Products each paid $315,000 in settlement of Rose Orchards' claims. Company has reserved its right to seek recovery from Synthetic Products of all or part of amounts Company has paid in settlement. (c) Skelton: On February 28, 1993 Company received a written notice from attorneys representing Alden Shelton, a minor, stating that he and his immediate family intended to Exhibit 11 - 1 pursue claims against Company and Synthetic Products for birth defects and other personal injury allegedly caused by the Branford release. As noted above, Company believes Synthetic Products have been the sole cause of the release. At this time, it would be speculative to predict the nature or extent of Company's potential exposure in this matter. (d) Omer E. Lewis. In September, 1990, the Company was served with a Notice of Charge of Discrimination filed by an unsuccessful job applicant by the name of Omer E. Lewis alleging that he had been discriminated against on the basis of his age. The Notice of Charge was not accompanied by a charge itself, but the EEOC has nevertheless proceeded to investigate the matter. The Company has vigorously opposed this claim and submitted a position statement with supporting documentation indicating that there were legitimate business reasons unrelated to Mr. Lewis' age for the Company's decision not to hire him as a truck driver. In addition, the Company has submitted documentation in response to an EEOC information request establishing that it has also declined to hire other applicants who were similarly situated to Mr. Lewis without regard to age. The EEOC issued a Determination on June 30, 1991 finding that there was no reasonable cause to believe that the Company had discriminated against Mr. Lewis, and the EEOC accordingly terminated its investigation of this matter. Under federal law, Mr. Lewis had two years from the date of the allegedly discriminatory hiring decision (three years in the case of willful violations) to bring suit in federal court on his claim of age discrimination. The employment decision in question is alleged to have occurred on or about June 1, 1990, so that the two year limitations period has already expired. While the Company has no information to date indicating that Mr. Lewis has or that he intends to file suit on this claim, because the longer limitations period governing violations that are alleged to be willful has not yet run, it would still be theoretically possible for Mr. Lewis to do so. Should Mr. Lewis decide to bring suit, the Company believes that there are potentially meritorious defenses available to the Company. Furthermore, the Company believes that Mr. Lewis' failure to perfect his EEOC charge and to bring suit within the two year limitations period further reduces the prospect of a successful suit on his part. Nevertheless, the Company is unable to state at this time whether an outcome unfavorable to it is either probable or remote if suit should be brought, nor can it estimate the amount or range of loss in the event of an unfavorable outcome. (e) Simpson. Exhibit 11 - 2 In January 1992, complainant Glenda Simpson filed a charge of sex discrimination with the Equal Employment Opportunity Commission ("EEOC") against the Company. Simpson alleges in her charge that she was an applicant for a truck driver position at the Company's terminal in Clute, Texas and that she was denied employment because of her sex in violation of Title VII of the Civil Rights Act. No damages are specified in the charge. The EEOC has submitted discovery requests related to the charge to the Company. The Company has vigorously opposed this claim, by submitting a Position Statement with supporting documentation indicating that there were legitimate business reasons unrelated to Ms. Simpson's sex for the Company's decision not to hire her as a truck driver. In addition, the Company has submitted additional documentation in response to an EEOC information request relating to other individuals hired at the trucking terminal at which Ms. Simpson applied. The Company believes that there are potentially meritorious defenses available to it. Nevertheless, the case is still in its investigatory stage, and the EEOC has not yet rendered any determination. Therefore, the Company unable to state at this time whether an outcome unfavorable to it is either probable or remote, nor can it estimate the amount or range of loss in the event of an unfavorable outcome. (f) Johnson. Plaintiff Charlene Johnson has filed a two-count civil action against the Company in the United States District Court for the Southern District of Texas. In the first count, Johnson claims that she was an employee of the Company and that the Company committed unlawful sex discrimination in violation of Title VII of the Civil Rights Act by "terminating" her as a truck driver. In the second count, Johnson claims that the Company intentionally interfered with her business relationships or attempted business relationships with some prospective employers. The prospective employers, who are six other trucking companies, had also been named as defendants in this case, but have since been dismissed from the action. Plaintiff Johnson is seeking, among other things, unspecified amounts of back pay, front pay, damages for mental anguish and exemplary damages. Discovery in this matter is proceeding, and the Company intends to defend vigorously this litigation. A trial date of July 12, 1993 has been set by the Court in its original scheduling order. At this point in the litigation, is unable to state whether an outcome unfavorable to the Company is either probable or remote nor can it estimate the amount or range or loss in the event of an unfavorable outcome. Exhibit 11 - 3 (g) Shondelmyer and Matie. Franklin Shondelmyer ("Shondelmyer") and Howard Matie ("Matie") were employed by Triple R Transportation ("Triple R"), a fleet operator which leased trucks and drivers to Chemical Leaman Tank Lines, Inc. Shondelmyer and Matie both sustained work-related injuries, and filed workers' compensation claims against Triple R. Triple R was not insured, and has not satisfied the Shondelmyer or Matie claims. Triple R was liquidated and no longer exists as a corporate entity. When Triple R failed to make workers' compensation payments in these cases, a criminal action was brought against the individual who owned and/or managed Triple R. While that criminal action resulted in a judgment against the individual, the individual responded with a bankruptcy petition that apparently overrode any payment obligations arising out of the criminal action. Shondelmyer and Matie also asserted claims against the Company arguing that the Company is their statutory employer under the Pennsylvania Workers Compensation Act and therefore responsible for satisfying their claims. The Company agreed to a stipulated resolution of such claims and is paying both claimants monthly the amounts they are due under the Acts. (h) Eric A. Barlow. Eric A. Barlow, a truck driver, filed an action against his former employer, Jesse Ford Truck Rentals, Inc. ("Jesse Ford") and the Company alleging that Jesse Ford and the Company wrongfully discharged him in violation of public policy after he refused to operate a vehicle he alleged failed to comply with state and federal safety regulations. In his complaint, plaintiff sought an unspecified amount of compensatory and punitive damages against both defendants. A trial was held on August 13-21, 1992. At the close of the plaintiff's case, the Court granted defendants' motions for directed verdicts and dismissed all claims against both defendants. The plaintiff then filed a Notice of Appeal, and both defendants cross-appealed. Currently, the parties are in the midst of preparing their appellate briefs. While the Company has a strong position on appeal, the Company is not able to state at this point whether an outcome unfavorable to the Company is either probable or remote, nor estimate the amount or range of loss in the event of an unfavorable outcome. (i) Allen S. Hollis. In late 1991, the Company received correspondence from the attorney for a terminated lease operator, Allen S. Hollis, threatening to bring suit for wrongful termination, and for alleged damage to Mr. Hollis' truck and his reputation. In or Exhibit 11 - 4 about April 1992, the matter appeared to have been settled for $3,000, and counsel for the Company drafted and sent settlement papers to Mr. Hollis' attorney. However, on April 30, 1992, Mr. Hollis' attorney, in a letter to the Company's counsel, purported to reject the settlement. Counsel for the Company responded in writing that the agreement to settle the matter was binding and enforceable. There have been no further communications between counsel for the Company and Mr. Hollis or his attorney, and no claim has been filed on Mr. Hollis' behalf. (j) William Faust. An employee of the Company, William Faust, filed a complaint on November 16, 1991 alleging a violation of Section 405 of the Surface Transportation Act and Section ll(c) of the Occupational Safety and Health Act. The employee alleges that he was suspended for complaining about safety hazards. The Company intends to defend vigorously this complaint. At the present time, the Company is unable to state whether an outcome unfavorable to the Company is either probable or remote, nor can it estimate the amount or range of loss in the event of an unfavorable outcome. On May 14, 1992, Faust filed a Complaint with the Wage and Hour Division, U.S. Department of Labor, alleging that he was discharged for reporting hazardous waste dumping, in violation of the employee protection ("whistleblower") provision of CERCLA, 42 U.S.C. ss. 9610. At this point in the proceedings, the Company is not able to state whether an outcome unfavorable to the Company is either probably or remote. (k) Environmental Litigation. The following is a summary of the environmental litigation in which the Company is involved in: For a number of years, the Company has been involved in discussions and negotiations with various Federal and state environmental authorities regarding two properties, one currently owned by the Company in New Jersey and one previously used by the Company in Pennsylvania, both of which have been designated as Superfund sites (the "Sites") by the United States Environmental Protection Agency ("EPA"), regarding the Company's prior waste disposal practices at the Sites conducted as part of its normal business operations. Subsequent to the termination of the Company's former waste disposal practices at the Sites, ground water contamination was discovered at the Sites, and for the last seven years the Company has discussed such contamination with various Federal and state environmental regulatory authorities, including the EPA, in an attempt to develop an acceptable remediation program for such contamination. During this seven year period, the Company has expended substantial funds for consulting, legal and engineering Exhibit 11 - 5 services and costs to monitor and test the ground water at and around the Sites. During 1991, as a result of its negotiations with the EPA regarding the Site owned by the Company in Bridgeport, New Jersey, the Company entered into a consent decree and related agreement with the EPA with respect to the first phase of an overall clean-up program to remediate the contamination at such Site and to make other related improvements. The present value of the total cost estimated by the EPA and the Company's environmental consultants to complete the first phase and related improvements is approximately $6,600,000. At this time no final decision has been made by the Company, and no agreement reached with the EPA or other governmental authority, as to the extent or proposed method of remediation for the other remaining phases of the clean-up program at the Bridgeport Site, and the Company cannot reasonably estimate the cost of any such additional phases, although it is expected to be substantial. However, with respect to the Site in Bridgeport, New Jersey, the Company has been awarded a favorable judgment, subject to appeal, against its former insurers to recover all remediation, consulting and legal costs associated with this Site. In addition, the Company has filed a similar claim with the insurers for the other Site. The Company cannot reasonably estimate the amount or timing of any potential judgment. Based upon the foregoing favorable judgment, the Company has offset expected insurance proceeds against probable environmental liabilities related to the Site in Bridgeport, New Jersey, described above. Consequently, no reserves have been set up to cover these probable liabilities. The Company has deferred $3,070,000 of current costs related to this site based upon their anticipated future recovery. These costs are classified as a deferred current asset on the consolidated balance sheet of the Parent. With respect to the other Site, located in Pennsylvania, the Company is currently negotiating with the EPA as to the proposed method of remediation. In 1991, EPA issued a Record of Decision for Operable Units 1 and 2 at the Site, which called for the installation of a public water supply for certain nearby residences which are currently served by granulated activated carbon ("GAC") filters and an interim groundwater treatment system. In March, 1992, EPA issued a unilateral order to the Company and another party directing them to perform the ROD. Because the public water supply contains carcinogenic substances and therefore poses a health risk to the affected residences, while the GAC filters do not pose the risk, the Company declined to comply with the unilateral order. On January 25, 1993, EPA issued a proposed remedial action plan for Operable Unit 3 at the Site which calls for thermal desorption of contaminated soils. The Company has entered comments into the administrative record Exhibit 11 - 6 challenging this proposed remedy. In view of the preliminary nature of the Company's negotiations with the EPA over the type and scope of any required remediation program at this Site, together with the absence of any final determination of the extent of the Company's involvement in the contamination there, the Company cannot reasonably estimate the cost of any remediation at the Site required to be funded by the Company, although it is expected to be substantial. During the third quarter of 1992, the Company entered into a settlement agreement with New York State and New York City for its share of site clean-up costs of certain landfills located in New York State. The Company has agreed to pay $1,400,000 to New York City on June 30, 1995 in full settlement of its contribution to the site remediation. The present value of this payment is reflected in the Company's environmental reserve. The Company is among several entities identified by EPA as having sent waste materials to the Skinner Landfill in West Chester, Ohio ("the site"). EPA has issued a unilateral order under section 106b of CERCLA requiring all named potentially responsible parties ("PRPs") to implement an interim remedy at the site. EPA has also issued a fact sheet proposing a final remedy for the site. The Company has joined a group of PRPs to comply with the section 106 order and analyze and respond to the proposed final remedy. At this time, it would be speculative to predict the nature or extent of the Company's potential exposure in this matter. In addition, the Company has also been named as a defendant and a potentially responsible party at a number of former waste disposal sites (each, a "PRP Site"). In these instances, the Company's involvement is relatively limited and generally arises out of shipment of wastes by or for the Company in the ordinary course of its business over many years to sites owned and operated by third parties which are now contaminated. Based on all available information, the Company believes that most of such costs will be expended over a number of years. The Company has recorded charges of $2,600,000 in 1992 with regard to the foregoing environmental clean-up and settlement charges. The reserve for environmental clean-up was approximately $2,200,000 and $1,500,000, respectively. This reserve is included in estimated self-insurance liabilities. Although the extent and timing of the litigation, settlement and possible clean-up costs at the Sites and the PRP Sites, other than the first phase of the Bridgeport Site, are not reasonably estimable at this time, except as set forth below, it is anticipated that the Company will expend substantial capital and operating expenditures with respect to such costs. Exhibit 11 - 7 In addition, Company is involved from time to time with respect to its on-going business operations in technical and other reporting violations of Federal, state and local laws, rules and regulations governing environmental matters generally, none of which has or is expected to be materially adverse to the Company or its financial condition. Notwithstanding the generality of the foregoing, Company is involved in the following matters: (1) Bridgeport Terminal: The terminal facility of Company in Logan Township, New Jersey has been subject to administrative enforcement by the United States Environmental Protection Agency ("EPA"). In 1990, EPA issued a Record of Decision for the groundwater operable unit at the site. In May 1991, Company entered into a Consent Decree with EPA allowing Company to undertake the Remedial Design and Remedial Action ("RD/RA"). The Consent Decree was entered by the United States District Court for the District of New Jersey in September, 1991. Costs associated with performing the RD/RA are estimated to be approximately $500,000 for 1993; subsequent annual costs cannot now reliably be estimated. In September, 1991, Company entered into an Administrative Order on Consent with EPA pursuant to which Company extended the Pennsgrove water supply to three area residences. This work is expected to cost approximately $350,000. On April 7, 1993, the United States District Court for the District of New Jersey entered an order requiring the insurers to reimburse Company for substantially all of the expenditures made to date, Aetna Casualty & Surety Company and Lloyds of London, and to be incurred in the future, related to Phase I (soil remediation), Phase II (groundwater remediation), Phase III (wetlands) and the water line at the Bridgeport site. The insurance companies have filed a notice of appeal. (m) William Dick Lagoons: EPA has alleged that Company disposed of hazardous substances at this site in Pennsylvania. In 1991, EPA issued a Record of Decision ("ROD") for Operable Units One and Two at the site which call for the installation of a public water supply for some residences near the site (which are currently serviced by granulated activated carbon ("GAC") units) and an interim groundwater treatment system. In November, 1991, EPA issued special notice letters to Company and another potentially responsible party, Rhom & Haas at the site soliciting a good faith offer to finance and implement the ROD. In March, 1992, EPA issued a unilateral order to Company and Rhom & Haas directing them to perform the ROD. Because the public water supply contains carcinogenic substances and therefore poses a significant health risk to the affected residences, while the GAC units post no such risk, Company declined to comply with the unilateral order. Company believes that it had sufficient cause to decline to comply and therefore that it will not suffer Exhibit 11 - 8 penalties for non-compliance. If, however, EPA performs the work, EPA may seek to recover its costs and penalties from Company. In April, 1993, EPA issued a Record of Decision which calls for thermal desorption of soils at the site. It is expected that EPA will give Company and Rohm & Haas the opportunity to perform the ROD. At this time, it would be speculative to predict the nature or extent of Company's potential exposure in this matter. (n) BROS: On or about January 4, 1993, Company received notice that it was one of approximately 118 potentially responsible parties at the Bridgeport Rental and Oil Services Superfund Site in Bridgeport, New Jersey (the "site"). A group of parties led by Rollins Environmental Services informed Company that it would file suit against Company and other PRPs if the PRPs did not enter an informal settlement negotiation process to resolve claims with respect to the site. Rollins and the other parties are either plaintiffs in a cost recovery action against the United States, or are defendants in a consolidated cost recovery action by the federal government. The United States has not named Company as a defendant in this suit. Chemical Leaman has elected to participate in the informal settlement process in order to avoid litigation expense. On May 22, 1993, EPA issued a Request for Information under 42 U.S.C. ss.9604(b) and 42 U.S.C. ss.6927 (the "104(e) Request") to Company regarding the BROS site. Company is currently preparing a response to the 104(e) Request. At this time, it would be speculative to predict the nature or extent of Company's potential exposure in this matter. (o) Gregor v. Company: Several residents living near the William Dick Lagoons site have filed suits in the Court of Common Pleas in Chester County, Pennsylvania against Company alleging property damage and personal injuries caused by releases of contaminants from the site. Company has filed preliminary objections to the plaintiff's statutory causes of action. The Court has not ruled on Company's preliminary objections. No discovery has taken place as of yet. On February 1, 1993, Company received a $5 million settlement offer from the plaintiffs which would release all non-personal injury claims. Company is currently evaluating the plaintiffs' offer and has not yet responded. At this time, it would be speculative to predict the nature or extent of Company's potential exposure in this matter. (p) Skinner Landfill: In May of 1991, Company received a request for information from EPA under section 104(e) of CERCLA regarding disposal of waste materials at the Skinner Landfill in West Chester, Ohio ("the site"). After a diligent search of its records, Company discovered no records indicating it sent any waste materials to the site. Nevertheless, based on deposition testimony of a former Company employee, EPA has named Company, along with several other companies, as a PRP at the site. EPA has issued under a unilateral order under section 106b of CERCLA Exhibit 11 - 9 requiring all named PRPs to implement an interim remedy at the site. EPA has also issued a fact sheet proposing a final remedy for the site. The proposed final remedy requires a multi-layer cap, groundwater control, and collection and treatment of contaminated groundwater, at an estimated cost of $5,500,000. Company has joined a group of PRPs to comply with the section 106 order, to analyze and respond to the proposed final remedy and to analyze Company's share of the cost of performing the interim remedy. Implementation of the interim remedy is currently underway. In addition, efforts to locate additional PRPs prior to implementation of a final remedy at the site are underway. No allocation of the costs associated with the final remedy has occurred, nor has Company determined whether it will contribute to the costs of the final remedy. At this time, it would be speculative to predict the nature or extent of Company's potential exposure in this matter. (q) Atlantic States Legal Foundation: On October 18, 1991, the Atlantic States Legal Foundation ("ASLF") notified Company of ASLF's intent to sue Company pursuant to section 326(d) of the Emergency Planning And Community Right-to-Know Act of 1986 ("EPCRA"). The notice alleged that Company had failed to submit certain documentation to appropriate authorities regarding its storage of regulated substances at its Albany, New York terminal. By letter dated December 12, 1991, Company informed the ASLF that Company was in compliance with EPCRA. In June 1992, ASLF threatened to bring an enforcement action against Company to recover civil penalties for Company's alleged past non-compliance with EPCRA if satisfactory settlement of this matter is not reached. Company believes that ASLF lacks standing to bring an action or past non-compliance. Notwithstanding, in order to avoid transaction costs associated with litigation on January 2, 1993, Company submitted an offer of settlement to ASLF which would require Company to pay $10,000 in penalties and attorneys fees and to implement a two-phased improvement of the wastewater treatment system at its Albany terminal. ASLF has not yet responded to this offer. At this time it would be speculative to predict the nature or extent of Company's potential exposure in this matter. (r) Seaboard Chemical Corporation: By letter dated April 15, 1991, the North Carolina Department of Environment, Health, and Natural Resources ("DEHNR") informed Company that DEHNR believed Company to be a potentially responsible party at the Seaboard Chemical Corporation site in Guilford County, North Carolina (the "site"). There are over 1,000 other PRPs at the site. Company believes it may have generated a de minimis quantity of waste at the site. Company was offered an opportunity to settle a portion of its potential liability at the Site but declined because the terms and scope of the offer were not favorable to Company. On May 29, 1992, DEHNR issued an "Imminent Hazard Order" pursuant to N.C. Stat. 130A-303 which essentially directed all PRPs to undertake surface removal and Exhibit 11 - 10 investigate suspected soil and groundwater contamination at the site. In June 1992, without admitting any liability whatsoever, Company joined a PRP organization which is funding the removal action and preliminary study of suspected soil and groundwater contamination. In connection with this effort, Company signed an Administrative Consent Order between DEHNR and Seaboard Group members in order to resolve the liability imposed by the Imminent Hazard Order, obtain a conditional release as well as a covenant not to sue from DEHNR, and to gain the benefit of contribution protection under CERCLA. The surface removal action has been completed. The preliminary study of suspected soil and groundwater contamination is underway. Thusfar, Company has paid $19,216.26 in administrative assessments at the site. We have been advised that Company currently has a credit of $3,221.60 because the per gallon assessment has been reduced as a result of newly identified waste being factored into the allocation. The PRP organization has requested additional information from its members. Details of this request shall be sent to Company under separate cover. At this time it would be speculative to predict the nature or extent of Company's potential exposure in this matter. (s) Buzby Brothers Landfill: Pursuant to a Directive, dated October 25, 1991 (the "Directive"), the State of New Jersey Department of Environmental Protection and Energy ("DEPE") ordered the Company, along with approximately 100 other recipients, to pay the State $1,752,000 for the future performance of a remedial investigation and feasibility study ("RI/FS") by the State at the Buzby Brothers Landfill (the "Landfill"), Voorhees, New Jersey. The DEPE has requested that the parties enter into a Consent Decree regarding response. As of the date of this letter, several of the respondents to the Directive, including Company, are negotiating among themselves and with the State to fund a privately performed RI/FS at the Landfill. Terms of the Decree are being negotiated. The connection of the Company to the Landfill arises from alleged use of Marvin Jonas as transporter of plant wastes during the 1960s and early 1970s. There is limited evidence that Jonas used the Landfill. There is no direct evidence that waste of the Company was disposed of at the Landfill. No litigation or discovery has been commenced against the Company. (t) Hellen Kramer Landfill: United States of America v. Helen Kramer, et al., C.A. No. 89-4340 (D.N.J.) and State of New Jersey v. Department of Environmental Protection v. Almo Antipollution Services Corp.. et al., C.A. No. 89-4380 (D.N.J.) These two cases are companion cases arising out of environmental conditions at the Helen Kramer Landfill in Mautua Township, Gloucester County, New Jersey. Both cases have been consolidated for discovery purposes in federal district court in New Jersey. The United States alleges 22 companies are liable Exhibit 11 - 11 for costs of assessing and remedying conditions at the landfill. The New Jersey state complaint, which is the only one naming the Company, alleges 56 companies are liable for the state's costs, both past and future. The defendants added an additional 285 parties as third party defendants. The government plaintiffs have currently estimated that the total potential liability of all responsible parties is approximately $160,000,000. Additionally, by a Multi-Site Directive and Notice to insurers, dated May 1, 1990, issued by the State, the Company and 89 other parties were directed to pay a total of $10,203,000 to reimburse the State for its costs of future study and remediation. The Company and the other recipients declined to comply with the requirements of the Multi-Site Directive. The Company is alleged to have used Marvin Jonas as a waste hauler. Mr. Jonas is alleged to have used this landfill for disposal. The Company denies liability for response costs at the landfill and is defending the case. A court mandated settlement procedure is currently underway. At this time, there is no firm indication as to what share of the costs will be allocated to the Company. (u) United States v. Rohm & Haas Company, Chemical Properties. Inc.. et al., No. 92-1517 (3d Cir.) This case is an appeal by Company and Rohm & Haas of joint and several liability assessed by the federal court in the eastern district of Pennsylvania. The lower court assessed both companies for costs incurred by the United States in overseeing Rohm & Haas' cleanup of a site owned in part by the Company. The government has asserted entitlement to approximately $500,000 in total costs. The Company and Rohm & Haas have entered into an agreement by which Rohm & Haas has agreed to indemnify the Company with respect to the remediation and oversight costs, if any. (v) Pristine Landfill The Company is a signatory to a judicially approved Consent Decree regarding the Pristine Landfill near Reading, Ohio. The Decree requires that the Company pay less than 1% of the costs of cleanup. It is currently estimated that liability will not exceed $150,000 over the next several years. Recently, the City of Reading has asserted a claim that its water supply may be tainted. Negotiations are underway with the City, but are too preliminary to make a determination as to the fact or amount of the Company's potential liability. (w) GEMS Landfill, State of New Jersey, Department of Environmental Protection ("NJDEP") v. Gloucester Environmental Services, Inc., et al., No. 84-0152 (SSB) Exhibit 11 - 12 State of New Jersey, Department of Environmental Protection ("NJDEP") v. Gloucester Environmental Services, Inc., et al., No. 84-0152 (5513) is pending in the United States District Court for the District of New Jersey. That action was brought in 1980 by the NJDEP against the owners and operators of the Gloucester Environmental Management Services, Inc. waste site in Gloucester Township, New Jersey (the "GEMS" site) as well as against the transporters to and generators of waste which was disposed of there. The Company is an alleged generator of waste but the volume ascribed to it, to date, falls within the "de minimis" category. The NJDEP issued initial directives to pay for certain remedial work at the site. The Company has not participated in the settlement of that phase of the litigation. Negotiations regarding the settlement of the second remedial phase of the litigation are ongoing as are discussions related to the complete settlement of the litigation insofar as it involves generators within the "de minimis" category. Related to the GEMS litigation described are 14 personal injury cases filed by persons residing near the landfill who claim to have contracted cancer and like injuries or to be at the risk of the same due to their proximity to the GEMS landfill. Those cases are all pending in the Superior Court of New Jersey against hundreds of defendants that were sued by NJDEP in the clean-up action described above. The personal injury cases are docketed as follows: Allen, et al. v. Township of Gloucester, et al., Docket No. L-036159-88, Baltra, et al. v. Anthony Amadei, et al., Docket No. L-081673-86, Brooks, et al. v. Township of Gloucester, et al., Docket No. L-080059-85, Burns, et al. v. Anthony Amadei, et al., Docket No. L-092398-87, Covne, et al. v. Anthony Amadei. et al., Docket No. L-081700-86, Diegel, et al. Township of Gloucester, et al., Docket No. L-068199-85, Diegel, et al. v. Anthony Amadei, et al., Docket No. L-074522-86, Dold, et al. v. Anthony Amadei, et al., Docket No. L-081592-86, Favilla, et al. v. Anthony Amadei, et al., Docket No. L-066302-87, Lucia, et al. v. Anthony Amadei, et al., Docket No. L-081681-86, Tuzza, et al. v. Anthony Amadei, et al., Docket No. L-074521-86, Volusher, et al. v. Anthony Amadei, et al., Docket No. L-075777-86 No. L-12152-90. Almost no activity has occurred to date in these cases. At this time it would be speculative to predict whether an outcome unfavorable to the Company with regard to the above-described GEMS matters is either probable or remote, nor can an estimate reasonably be established of the amount or range of loss in the event of an unfavorable outcome. (x) David Liquid Landfill/Chemical Control: United States v. Davis and Ciba-Geigy Corp., et al. v. ARCO Chem. Co. et al., C.A. No. 90-0484P Exhibit 11 - 13 United States v. Davis and Ciba-Geigy Corp., et al. v. ARCO Chem. Co., et al., C.A. No. 90-0484P is pending in the United States District Court for the District of Rhode Island. The United States sued nine individuals and companies to recover cleanup response costs incurred at the Davis Liquid Site, located near Providence, Rhode Island. Five of the direct defendants filed third-party complaints seeking contribution pursuant to Section 113(f) of the Comprehensive Environmental Response, Compensation, and Liability Act, 42 U.S.C. ss.9613(f), against sixty-nine third-party defendants, including the Company. The third-party plaintiffs allege that the Company and fifty-eight of the other third-party defendants were former customers of Chemical Control Corporation. The theory of liability against the former Chemical Control customers is that Chemical Control shipped commingled wastes from its Elizabeth, New Jersey facility to the Davis Liquid Site. The litigation against the direct defendants has been bifurcated by a case management order. Pursuant to that order, the liability will be litigated. Settlement negotiations between the government and the third-party defendants are on-going, but the parties remain far from an agreement. While the Company believes that it and many other Chemical Control defendants have sound defenses to the third party plaintiffs' theory of liability, at this point in the litigation it is not able to state whether an outcome unfavorable to the Company is either probable or remote, or to provide an estimate of the potential maximum exposure. (y) New York City Landfills: On August 5, 1992, Company Tank Lines, Inc. ("Company") entered into a consent decree with the city and state of New York settling its liability for alleged contamination of five municipal landfills located in New York City. The decree, which was entered by the United States District Court for the Southern District of New York on August 17, 1992, obligated Company to pay the State of New York $133,227.18 by September 16, 1992, which payment was made as requested. The decree also obligates Company to pay the City of New York $1,419,183.38 on or before June 30, 1995. (z) Butler Tunnel: Company is one of 17 potentially responsible parties ("PRPs") who have signed an Administrative Consent Order to perform a remedial investigation/feasibility study ("RI/FS") at the Butler Tunnel site in Pittston, Pennsylvania. The study is nearing completion and the PRPs expect the United States Environmental Protection Agency ("EPA") to select the remedial action to be implemented at the site within the next few months. Until such time, it would be speculative to predict the nature or extent of Company's potential exposure in this action. The signatories to the Consent Decree have recently provided the government with Exhibit 11 - 14 information identifying numerous additional PRPs, however, which may substantially reduce Company's liability at the site. Exhibit ll - 15 EXHIBIT 12 MADE TO AND FORMING A PART OF AMENDED AND RESTATED REVOLVING CREDIT AGREEMENT DATED JANUARY 1, 1994 EXCEPTIONS TO NO MATERIAL ADVERSE CHANGE COVENANT NONE EXHIBIT 13 MADE TO AND FORMING A PART OF AMENDED AND RESTATED REVOLVING CREDIT AGREEMENT DATED JANUARY 1, 1994 SUPPLEMENTAL SCHEDULE A ATTACHED TO AND INCORPORATED IN SECURITY AGREEMENT DATED NOVEMBER 30, 1990 YEAR MAKE MODEL SERIAL # VALUE ---- ---- ----- ------- ----- Date: ------------------------------- ASSOCIATES COMMERCIAL CORPORATION CHEMICAL LEAMAN TANK LINES, INC. BY: By: -------------------------------- ----------------------------- FIRST AMENDMENT TO REVOLVING CREDIT AGREEMENT This First Amendment dated effective as of June 6, 1994 is by and between Chemical Leaman Tank Lines, Inc. ("Company") and Associates Commercial Corporation ("Security Party"). WHEREAS, the Company and Secured Party are parties to a Revolving Credit Agreement dated November 30, 1990 (as amended, the "Revolving Agreement"); WHEREAS, the Revolving Agreement was amended and restated in the Amended and Restated Revolving Agreement dated as of January 1, 1994 (the "Agreement"); and WHEREAS, the Company and Secured Party hereby desire to amend the Agreement, but only to the extent specifically set forth herein. All capitalized terms used herein and not otherwise defined shall have the respective meanings ascribed to them in the Agreement. NOW, THEREFORE, in consideration of the premises and the mutual covenants herein contained, intending to be legally bound hereby and subject to the satisfaction of the conditions hereinafter set forth, the parties hereto agree as follows: 1. Section 5.2.(f). The language "plus the principal balance of the Company's obligations under the Receivables Agreement" set forth in Section 5.2.(f) is hereby deleted. 2. Representations and Warranties. The Company restates the representations and warranties made in Article 2 of the Agreement on and as of the date hereof as if originally given on such date. 3. Covenants. The Company warrants that it is in compliance and has complied with each and every covenant set forth in Article 5 of the Agreement on and as of the date hereof. 4. Corporate Authorization. As a condition of the Secured Party's agreement to enter into and perform this Amendment, the Company will provide to Secured Party, upon request, (i) certified resolutions of the Company's board of directors authorizing the execution and delivery of this Amendment and (ii) an incumbency certificate specifying the officer(s) of the Company duly authorized to execute this Amendment. 5. Effect of Amendment. This Amendment amends the Agreement only to the extent and in the manner herein set forth, and in all other respects the Agreement is ratified and confirmed. 6. Counterparts. This Amendment may be signed in any number of counterparts, each of which shall be an original, with the same effect as if the signatures hereto were upon the same instrument. IN WITNESS WHEREOF, the Company and Secured Party have caused this Amendment to be executed by their proper corporate officers thereunto duly authorized effective as of the day and year first above written. ASSOCIATES COMMERCIAL CORPORATION CHEMICAL LEAMAN TANK LINES, INC. By:/s/ C.W. Staudenmayer By:/s/ David M. Boucher ------------------------------------ --------------------------------- Title: Senior Vice President Title: Senior Vice President/ --------------------------------- Chief Financial Officer ---------------------------- SECOND AMENDMENT TO AMENDED AND RESTATED REVOLVING CREDIT AGREEMENT This Second Amendment dated effective as of June 30, 1994 is by and between Chemical Leaman Tank Lines, Inc., a Delaware corporation ("Company") and Associates Commercial Corporation ("Secured Party"). WITNESSETH: WHEREAS, the Company and Secured Party are parties to an Amended and Restated Revolving Credit Agreement dated as of January 1, 1994, which was amended subsequent to such date (as amended, the "Agreement"); and WHEREAS, the Company and Secured Party hereby desire to amend the Agreement but only to the extent specifically set forth herein. All capitalized terms used herein and not otherwise defined shall have the respective meanings ascribed to them in the Agreement; NOW, THEREFORE, in consideration of the premises and the mutual covenants herein contained, intending to be legally bound hereby and subject to the satisfaction of the conditions hereinafter set forth, the parties hereto agree as follows: 1. Section l.l(a). The reference to "June 30, 1994" set forth in Section l.l(a) is hereby deleted and "June 30, 1995" is hereby substituted therefor. 2. Section l.l(b). The reference to "June 30, 1994" set forth in Section 1.1(b) is hereby deleted and "June 30, 1995" is hereby substituted therefor. 3. Section 1.6. The reference to "June 30, 1994" set forth in Section 1.6 is hereby deleted and "June 30, 1995" is hereby substituted therefor. 4. Section 1.7. The reference to "June 30, 1994" set forth in Section 1.7 is hereby deleted and "June 30, 1995" is hereby substituted therefor. The reference to "August 1, 1994" set forth in Section 1.7 is hereby deleted and "August 1, 1995" is hereby substituted therefor. 5. Section 5.2(e). The ratios "3.97:1" and "3.82:1" set forth in Section 5.2(e) are hereby deleted and the ratio "4.75:1" is hereby substituted therefor. 6. Representations and Warranties. The Company restates the representations and warranties made in Article 2 of the Agreement on and as of the date hereof as if originally given on such date. 7. Covenants. The Company warrants that it is in compliance and has complied with each and every covenant set forth in Article 5 of the Agreement on and as of the date hereof. 8. Corporate Authorization. As a condition of the Secured Party's agreement to enter into and perform this Amendment, the Company will provide to Secured Party (i) certified resolutions of the Company's board of directors authorizing the execution and delivery of this Amendment and (ii) an incumbency certificate specifying the officer(s) of the Company duly authorized to execute this Amendment. 9. Effect of Amendment. This Amendment amends the Agreement only to the extent and in the manner herein set forth, and in all other respects the Agreement is ratified and confirmed. 10. Counterparts. This Amendment may be signed in any number of counterparts, each of which shall be an original, with the same effect as if the signatures hereto were upon the same instrument. IN WITNESS WHEREOF, the Company and Secured Party have caused this Amendment to be executed by their proper Corporate officers thereunto duly authorized effective as of the day and year first above written. ASSOCIATES COMMERCIAL CORPORATION CHEMICAL LEAMAN TANK LINES, INC. By:/s/ C.W. Staudenmayer By:/s/ [ILLEGIBLE] ------------------------------------ --------------------------------- Title: Senior Vice President Title: --------------------------------- ----------------------------- THIRD AMENDMENT TO AMENDED AND RESTATED REVOLVING CREDIT AGREEMENT This Third Amendment dated effective as of December 31, 1994 is by and between Chemical Leaman Tank Lanes, Inc., a Delaware corporation ("Company") and Associates Commercial Corporation ("Secured Party") WITNESSETH: WHEREAS, the Company and Secured Party are parties to an Amended and Restated Revolving Credit Agreement dated as of January 1, 1994, which was amended subsequent to such date (as amended, the "Agreement"); WHEREAS, the Company and Secured Party hereby desire to amend the Agreement but only to the extent specifically set forth herein. All capitalized terms used herein and not otherwise defined shall have the respective meanings ascribed to them in the Agreement; NOW, THEREFORE, in consideration of the premises and the mutual covenants herein contained, intending to be legally bound hereby and subject to the satisfaction of the conditions hereinafter set forth, the parties hereto agree as follows: 1. Section 5.2(f). Section 5.2(f) is hereby deleted and the following language is hereby substituted therefor: (f) DEBT COVERAGE. With respect to Chemical Leaman Corporation (on a consolidated basis), a ratio of Current Income to Current Obligations at all times specified not less that 1.00:1. "CURRENT INCOME" shall mean consolidated net income of Chemical Leaman Corporation (on a consolidated basis) for the fiscal period plus depreciation deducted during the period and amounts added to or subtracted from, as applicable, any reserve for deferred tax liability during the period minus any dividends or distributions paid or declared during the period. "CURRENT OBLIGATIONS" shall mean (i) the amount of all obligations owing by Chemical Leaman Corporation (on a consolidated basis) maturing within the next succeeding 365 days excluding the Company's obligations under the Loans, the revolving credit facility with CoreStates Bank, N.A. and the Receivables Agreement; plus (ii) 25% of the principal balance of the Loans and Term Loan outstanding hereunder plus the principal credit facility with CoreStates Bank, N.A. plus the principal balance of the Company's obligations under the Receivables Agreement. In calculating this ratio, Current Income shall be determined for each period based on actual Current Income for the preceding four fiscal quarters. 2. Representations and Warranties. The Company restates the representation and warranties made in Article 2 of the Agreement on and as of the date hereof as if originally given on such date. 3. Covenants. The Company warrants that it is in compliance and has complied with each and every covenant set forth in Article 5 of the Agreement on and as of the date hereof. 4. Corporate Authorization. As a condition of the Secured Party's agreement to enter into and perform this Amendment, the Company will provide to Secured Party (i) certified resolutions of the Company's board of directors authorizing the execution and delivery of this Amendment and (ii) an incumbency certificate specifying the officer(s) of the Company duly authorized to execute this Amendment. 5. Effect of Amendment. This Amendment amends the Agreement only to the extent and in the manner herein set forth, and in all other respects the Agreement is ratified and confirmed. 6. Counterparts. This Amendment may be signed in any number of counterparts, each of which shall be an original, with the same effect as if the signatures hereto were upon the same instrument. IN WITNESS WHEREOF, the Company and Secured Party have caused this Amendment to be executed by their property corporate officers thereunto duly authorized effective as of the day and year first above written. CHEMICAL LEAMAN TANK LINES, INC. ASSOCIATES COMMERCIAL CORPORATION By:/s/ Thomas D. Schubert By:/s/ [ILLEGIBLE] ------------------------------------ --------------------------------- Title: Title: Assistant Vice President --------------------------------- ------------------------------ FOURTH AMENDMENT TO AMENDED AND RESTATED REVOLVING CREDIT AGREEMENT This Fourth Amendment dated effective as of June 30, 1995 is by and between Chemical Leaman Tank Lines, Inc., a Delaware corporation ("Company") and Associates Commercial Corporation ("Secured Party") WITNESSETH: WHEREAS, the Company and Secured Party are parties to an Amended and Restated Revolving Credit Agreement dated as of January 1, 1994, which was amended subsequent to such date (as amended, the "Agreement"); WHEREAS, the Company and Secured Party hereby desire to amend the Agreement but only to the extent specifically set forth herein. All capitalized terms used herein and not otherwise defined shall have the respective meanings ascribed to them in the Agreement; NOW, THEREFORE, in consideration of the premises and the mutual covenants herein contained, intending to be legally bound hereby and subject to the satisfaction of the conditions hereinafter set forth, the parties hereto agree as follows: 1. Section l.1(a). The reference to "June 30, 1995" set forth in Section l.l(a) is hereby deleted and "June 30, 1996" is hereby substituted therefor. 2. Section l.l(b). The reference to "June 30, 1995" set forth in Section l.l(b) is hereby deleted and "June 30, 1996" is hereby substituted therefor. 3. Section 1.6. The reference to "June 30, 1995" set forth in Section 1.6 is hereby deleted and "June 30, 1996" is hereby substituted therefor. 4. Section 1.7. The reference to "June 30, 1995" set forth in Section 1.7 is hereby deleted and "June 30, 1996" is hereby substituted therefor. The reference to "August 1, 1995" set forth in Section 1.7 is hereby deleted and "August 1, 1996" is hereby substituted therefor. -1- 5. Section 1.9. The following language in Section 1.9 is hereby deleted: The Prime Rate The Prime Rate Greater than 8.5% plus 1% plus 1% The following language is hereby substituted for the language deleted above in this paragraph 1: The Prime Rate The Prime Rate Greater than 8.5% plus .75% plus .75% 6. Section 5.2(d). The reference to "$21,962,000" set forth in Section 5.2(d) is hereby deleted and "$20,000,000" is hereby substituted therefor. 7. Section 5.2(e). The ratio "4.75:1" set forth in Section 5.2(e) is hereby deleted and the ratio "5.50:1" is hereby substituted therefor. 8. Section 5.2(a). The definitions of "VALUE" and "DEPRECIATION" set forth in Section 5.2(a) are hereby deleted and the following terms are substituted therefor: "VALUE" of an item of Revenue Equipment shall mean: (a) with respect to all Revenue Equipment listed in Schedule A attached to this Fourth Amendment ("Schedule A") the respective values thereof; (b) with respect to each used item of equipment to be added as Revenue Equipment to Schedule A at a later date, (i) the value of similarly equipped Revenue Equipment of the same manufacturer, model and year listed in the appraisal prepared by John Stinson dated May 25, 1995 (the "Appraisal") less Depreciation and (ii) which does not meet the parameters of subsection (i) of this paragraph (b), the value which Secured Party and Company shall agree upon, and (iii) if subsection (i) and (ii) of this paragraph (b) are not applicable, then the appraised value which John Stinson shall determine in accordance with the method used by John Stinson under the appraisal; -2- (c) with respect to each item of equipment purchased new by the Company, which has not been used by the Company or anyone else for more than ninety (90) days at the time it is to be added as Revenue Equipment to Schedule A at a later date, the purchase cost to Company of such new item of Revenue Equipment. "DEPRECIATION" for an item of Revenue Equipment as of any date of determination shall mean an amount equal to .83% of its original purchase price to the Company times (a) in the case of Revenue Equipment whose value is determined under paragraphs (a), (b)(ii), (b)(iii) or (c) above, the number of months such item of Revenue Equipment has been listed as Revenue Equipment on Schedule A and (b) in the case of Revenue Equipment whose value is determined under paragraph (b)(i) above, the number of months from the effective date hereof (i.e., June 30 , 1995) to the date of determination. 9. Section 5.2(f). The definition of "CURRENT OBLIGATIONS" set forth in Section 5.2(f) is hereby deleted and the following terms are substituted therefor: "CURRENT OBLIGATIONS" shall mean: (i) the amount of all obligations owing by Chemical Leaman Corporation (on a consolidated basis) maturing within the next succeeding 365 days excluding the Company's obligations under the Loans, the revolving credit facility with CoreStates Bank, N.A. and the Receivables Agreement; plus (ii) 20% of the principal balance of the Loans and Term Loan outstanding hereunder plus the principal credit facility with CoreStates, N.A. In calculating this ratio, Current Income shall be determined for each period base upon actual Current Income for the preceding four fiscal quarters. 10. Schedule A to Security Agreement. The Schedule A attached to this Fourth Amendment replaces the Schedule A, as amended, attached to the Security Agreement dated November 30, 1990 between the Company and Secured Party. 11. Representations and Warranties. The Company restates the representations and warranties made in Article 2 of the Agreement on and as of the date hereof as if originally given on such date. -3- 12. Covenants. The Company warrants that it is in compliance and has complied with each and every covenant set forth in Article 5 of the Agreement on and as of the date hereof. 13. Corporate Authorization. As a condition of the Secured Party's agreement to enter into and perform this Amendment, the Company will provide to Secured Party (i) certified resolutions of the Company's board of directors authorizing the execution and delivery of this Amendment and (ii) an incumbency certificate specifying the officer(s) of the Company duly authorized to execute this Amendment. 14. Effect of Amendment. This Amendment amends the Agreement only to the extent and in the manner herein set forth, and in all other respects the Agreement is ratified and confirmed. 15. Counterparts. This Amendment may be signed in any number of counterparts, each of which shall be an original, with the same effect as if the signatures hereto were upon the same instrument. IN WITNESS WHEREOF, the Company and Secured Party have caused this Amendment to be executed by their property corporate officers thereunto duly authorized effective as of the day and year first above written. CHEMICAL LEAMAN TANK LINES, INC. ASSOCIATES COMMERCIAL CORPORATION By:/s/ Philip J. Ringo By:/s/ [ILLEGIBLE] ------------------------------------ --------------------------------- Title: President Title: Assistant Vice President --------------------------------- ------------------------------ -4- FIFTH AMENDMENT TO AMENDED AND RESTATED REVOLVING CREDIT AGREEMENT This Fifth Amendment dated effective as of December 31, 1995 is by and between Chemical Leaman Tank Lines, Inc., a Delaware corporation ("Company") and Associates Commercial Corporation ("Secured Party") WITNESSETH: WHEREAS, the Company and Secured Party are parties to an Amended and Restated Revolving Credit Agreement dated as of January l, 1994, which was amended subsequent to such date (as amended, the "Agreement"); WHEREAS, the Company and Secured Party hereby desire to amend the Agreement but only to the extent specifically set forth herein. All capitalized terms used herein and not otherwise defined shall have the respective meanings ascribed to them in the Agreement; NOW, THEREFORE, in consideration of the premises and the mutual covenants herein contained, intending to be legally bound hereby and subject to the satisfaction of the conditions hereinafter set forth, the parties hereto agree as follows: 1. Section 5.1(a) is hereby deleted and the following inserted in lieu thereof: (a) ANNUAL FINANCIAL STATEMENTS. As soon as available but in any event within 120 days after the end of each fiscal year, the Company will deliver to Secured Party financial statements of Chemical Leaman Corporation (consolidated) for such fiscal year. "Financial Statements" shall mean a balance sheet, a statement of earnings or loss, and a statement of changes in financial position for the fiscal year and the immediately preceding fiscal year in comparative form. Financial Statements shall be in reasonable detail with appropriate notes and be prepared in accordance with generally accepted accounting principles applied on a consistent basis and shall include consolidating balance sheets and income statements of Chemical Leaman Corporation and its subsidiaries, which consolidating balance sheets and income statements may be prepared and certified by officers of Chemical Leaman Corporation. Except as provided in this Subsection -1- 5.1(a), the Annual Financial Statements of Chemical Leaman Corporation shall be certified (without any material qualification, exception or limiting statement or disclosure) by independent public accountants of nationally recognized standing who shall be acceptable to the Secured Party, which acceptance shall not be unreasonably withheld. 2. Effect of Amendment. This Amendment amends the Agreement only to the extent and in the manner herein set forth, and in all other respects the Agreement is ratified and confirmed. 3. Counterparts. This Amendment may be signed in any number of counterparts, each of which shall be an original, with the same effect as if the signatures hereto were upon the same instrument. IN WITNESS WHEREOF, the Company and Secured Party have caused this Amendment to be executed by their property corporate officers thereunto duly authorized effective as of the day and year first above written. CHEMICAL LEAMAN TANK LINES, INC. ASSOCIATES COMMERCIAL CORPORATION By:/s/ Philip J. Ringo By:/s/ [ILLEGIBLE] ------------------------------------ --------------------------------- Title: President Title: Assistant Vice President --------------------------------- ------------------------------ -2- SIXTH AMENDMENT TO AMENDED AND RESTATED REVOLVING CREDIT AGREEMENT This Second Amendment dated effective as of April 11, 1996 is by and between Chemical Leaman Tank Lines, Inc., a Delaware corporation ("Company~) and Associates Commercial Corporation ("Secured Party"). WITNESSETH: WHEREAS, the Company and Secured Party are parties to an Amended and Restated Revolving Credit Agreement dated as of January 1, 1994, which was amended subsequent to such date (as amended, the "Agreement"); and WHEREAS, the Company and Secured Party hereby desire to amend the Agreement but only to the extent specifically set forth herein. All capitalized terms used herein and not otherwise defined shall have the respective meanings ascribed to them in the Agreement. NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereto agree as follows: 1. Section 1.1(a). The reference to "June 30, 1996" set forth in Section 1.1(a) is hereby deleted and "June 30, 1998" is hereby substituted therefor. The reference to "$22,500,000" set forth in Section 1.1(a) is hereby deleted and "$26,000,000" is hereby substituted therefor. 2. Section 1.1(b). The reference to "June 30, 1996" set forth in Section l.l(b) is hereby deleted and "June 30, 1998" is hereby substituted therefor. 3. Section 1.6. The reference to "June 30, 1996" set forth in Section 1.6 is hereby deleted and "June 30, 1998" is hereby substituted therefor. 4. Section 1.7. The reference to "June 30, 1996" set forth in Section 1.7 is hereby deleted and "June 30, 1998" is hereby substituted therefor. The reference to "August 1, 1996" set forth in Section 1.7 is hereby deleted and "August 1, 1998" is hereby substituted therefor. 5. Representations and Warranties. The Company restates the representations and warranties made in Article 2 of the Agreement on and as of the date hereof as if originally given on such date. 6. Covenants. The Company warrants that it is in compliance and has complied with each and every covenant set forth in Article 5 of the Agreement on and as of the date hereof. 7. Corporate Authorization. As a condition of the Secured Party's agreement to enter into and perform this Amendment, the Company will provide to Secured Party (i) certified resolutions of the Company's board of directors authorizing the execution and delivery of this Amendment - 1 - and (ii) an incumbency certificate specifying the officer(s) of the Company duly authorized to execute this Amendment. 8. Effect of Amendment. This Amendment amends the Agreement only to the extent and in the manner herein set forth, and in all other respects the Agreement is ratified and confirmed. 9. Counterparts. This Amendment may be signed in any number of counterparts, each of which shall be an original, with the same effect as if the signatures hereto were upon the same instrument. IN WITNESS WHEREOF, the Company and Secured Party have caused this Amendment to be executed by their proper corporate officers thereunto duly authorized effective as of the day and year first above written. CHEMICAL LEAMAN TANK LINES, INC. ASSOCIATES COMMERCIAL CORPORATION By:/s/ Philip J. Ringo By:/s/ C.W. Staudenmayer ------------------------------------ --------------------------------- Title: President Title: Senior Vice President --------------------------------- ------------------------------ -2- SEVENTH AMENDMENT TO AMENDED AND RESTATED REVOLVING CREDIT AGREEMENT This Seventh Amendment dated effective as of June 30, 1996 is by and between Chemical Leaman Tank Lines, Inc., a Delaware corporation ("Company") and Associates Commercial Corporation ("Secured Party"). WITNESSETH: WHEREAS, the Company and Secured Party are parties to an Amended and Restated Revolving Credit Agreement dated as of January 1, 1994, which was amended subsequent to such date (as amended, the "Agreement"); and WHEREAS, the Company and Secured Party hereby desire to amend the Agreement but only to the extent specifically set forth herein. All capitalized terms used herein and not otherwise defined shall have the respective meanings ascribed to them in the Agreement. NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereto agree as follows: 1. Section 5.2(e). Section 5.2(e) is hereby deleted in its entirety and substituted with the following terms: (e) TOTAL FUNDED DEBT TO TANGIBLE NET WORTH. A ratio of Total Funded Debt to Tangible Net Worth of Chemical Leaman Corporation which is not at any time more than 5.50:1. "Total Funded Debt" shall mean the total outstanding amount of all indebtedness for borrowed money of Chemical Leaman Corporation ("CLC") and its subsidiaries on a consolidated basis, including without limitation, (i) amounts owing to CoreStates Bank, N.A. under and pursuant to its Credit Agreement with the Company; (ii) all obligations of the Company and Fleet Transport Company, Inc. in favor of Secured Party; (iii) all indebtedness of CLC's subsidiaries pursuant to equipment loans and capital leases; (iv) all obligations of CLC's subsidiaries under operating leases discounted to present value at the rate of return which the lessee will pay on each lease; and (v) all other obligations of CLC's subsidiaries for borrowed money. 2. Representations and Warranties. The Company restates the representations and warranties made in Article 2 of the Agreement on and as of the date hereof as if originally given on such date. 3. Covenants. The Company warrants that it is in compliance and has complied with each and every covenant set forth in Article 5 of the Agreement on and as of the date hereof. -1- 4. Corporate Authorization. As a condition of the Secured Party's agreement to enter into and perform this Amendment, the Company will provide to Secured Party (i) certified resolutions of the Company's board of directors authorizing the execution and delivery of this Amendment and (ii) an incumbency certificate specifying the officer(s) of the Company duly authorized to execute this Amendment. 5. Effect of Amendment. This Amendment amends the Agreement only to the extent and in the manner herein set forth, and in all other respects the Agreement is ratified and confirmed. 6. Counterparts. This Amendment may be signed in any number of counterparts, each of which shall be an original, with the same effect as if the signatures hereto were upon the same instrument. IN WITNESS WHEREOF, the Company and Secured Party have caused this Amendment to be executed by their proper corporate officers thereunto duly authorized effective as of the day and year first above written. CHEMICAL LEAMAN TANK LINES, INC. ASSOCIATES COMMERCIAL CORPORATION By:/s/ Philip J. Ringo By:/s/ C.W. Staudenmayer ------------------------------------ --------------------------------- Title: President Title: Senior Vice President --------------------------------- ------------------------------ -2- EIGHTH AMENDMENT TO REVOLVING CREDIT AGREEMENT This Eighth Amendment dated effective as of December 31, 1996 is by and between Chemical Leaman Tank Lines, Inc., a Delaware corporation ("Company") and ASSOCIATES COMMERCIAL CORPORATION ("Secured Party"). WITNESSETH: WHEREAS, the Company and Secured Party are parties to a Revolving Credit Agreement dated January 1, 1994 ("Agreement"); WHEREAS, the Company and Secured Party hereby desire to amend the Agreement but only to the extent specifically set forth herein. All capitalized terms used herein and not otherwise defined shall have the respective meanings ascribed to them in the Agreement; NOW, THEREFORE, in consideration of the premises and mutual covenants herein contained, intending to be legally bound hereby and subject to the satisfaction of the conditions hereinafter set forth, the parties hereto agree as follows: 1. Section 5.2 (d) TANGIBLE NET WORTH. Section 5.2(d) is hereby deleted and the following language is hereby substituted therefor: (d) TANGIBLE NET WORTH. Tangible net worth (tangible assets i.e., total assets excluding patents, copyrights, capitalized research and development costs, goodwill, operating rights and other intangible assets, minus total liabilities (excluding all operating leases)) of Chemical Leaman Corporation (on a consolidated basis including the book value of all outstanding Series A, B and C Preferred Stock and including the stock subscription loan receivable in the amount of $1,520,000 due from David R. Hamilton) of not less than $20,000,000. 2. Section 5.2(e) TOTAL FUNDED DEBT TO TANGIBLE NET WORTH. Section 5.2(e) is hereby deleted and the following language is substituted therefor: (e) TOTAL FUNDED DEBT TO TANGIBLE NET WORTH. A ratio of Total Funded Debt to Tangible Net Worth of Chemical Leaman Corporation which is not at any time more than 5.50:1. "Total Funded Debt" shall mean the total outstanding amount of all indebtedness for borrowed money of Chemical Leaman Corporation ("CLC") and its subsidiaries on a consolidated basis, including without limitation, (i) amounts owing to CoreStates Bank, N.A. under and pursuant to its Credit Agreement with the Company; (ii) all obligations of the Company and Fleet Transport Company, Inc. in favor of Secured Party; (iii) all indebtedness of CLC's subsidiaries pursuant to equipment loans and capital leases; (iv) all obligations of CLC's subsidiaries under operating leases discounted to present value at the rate of return which the lessee will pay on each lease; and (v) all other obligations of CLC's subsidiaries for borrowed money. Total Funded Debt shall be reduced by the amount of restricted cash contained in the Seller Sub-Account as that term is defined in the Pickering Way Funding Trust Pooling and Servicing Agreement dated as of May 14, 1993. 3. Representations and Warranties. The Company restates the representations and warranties made in Article IV of the Agreement on and as of the date hereof as if originally given on such date. 4. Covenants. The Company warrants that it is in compliance and has complied with each and every covenant set forth in Article V of the Agreement on and as of the date hereof. 5. Corporate Authorization. As a condition of the Secured Party's agreement to enter into and perform this Amendment, the Company will provide to Secured Party (i) certified resolutions of the Company's board of directors authorizing the execution and delivery of this Amendment and (ii) an incumbency certificate specifying the officer(s) of the Company duly authorized to execute this Amendment. 6. Effect of Amendment. This Amendment amends the Agreement only to the extent and in the manner herein set forth, and in all other respects the Agreement is ratified and confirmed. 7. Counterparts. This Amendment may be signed in any number of counterparts, each of which shall be an original, with the same effect as if the signatures hereto were upon the same instrument. IN WITNESS WHEREOF, the Company and Secured Party have caused this Amendment to be executed by their proper corporate officers thereunto duly authorized effective as of the day and year first above written. CHEMICAL LEAMAN TANK LINES, INC. ASSOCIATES COMMERCIAL CORPORATION By: /s/ Philip J. Ringo By: /s/ Robert G. Bowling --------------------------- ------------------------- Title: President Title: Vice President ------------------------ ---------------------- NINTH AMENDMENT TO AMENDED AND RESTATED REVOLVING CREDIT AGREEMENT This Ninth Amendment dated effective as of March 30, 1997 is by and between Chemical Leaman Tank Lines, Inc., a Delaware corporation ("Company") and Associates Commercial Corporation ("Secured Party"). WITNESSETH: WHEREAS, the Company and Secured Party are parties to an Amended and Restated Revolving Credit Agreement dated as of January 1, 1994, which was amended subsequent to such date (as amended, the "Agreement"); and WHEREAS, the Company and Secured Party hereby desire to amend the Agreement but only to the extent specifically set forth herein. All capitalized terms used herein and not otherwise defined shall have the respective meanings ascribed to them in the Agreement. NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereto agree as follows: 1. Section 5.2. The language "85%" in the definition of BOOK VALUE in Section 5.2.(a) of the Agreement is hereby deleted and replaced with the following language: "90%". 2. Representations and Warranties. The Company restates the representations and warranties made in Article 2 of the Agreement on and as of the date hereof as if originally given on such date. 3. Covenants. The Company warrants that it is in compliance and has complied with each and every covenant set forth in Article 5 of the Agreement on and as of the date hereof. 4. Corporate Authorization. As a condition of the Secured Party's agreement to enter into and perform this Amendment, the Company will provide to Secured Party (i) certified resolutions of the Company's board of directors authorizing the execution and delivery of this Amendment and (ii) an incumbency certificate specifying the officer(s) of the Company duly authorized to execute this Amendment. 5. Effect of Amendment. This Amendment amends the Agreement only to the extent and in the manner herein set forth, and in all other respects the Agreement is ratified and confirmed. 6. Counterparts. This Amendment may be signed in any number of counterparts, each of which shall be an original, with the same effect as if the signatures hereto were upon the same instrument. IN WITNESS WHEREOF, the Company and Secured Party have caused this Amendment to be executed by their proper corporate officers thereunto duly authorized effective as of the day and year first above written. CHEMICAL LEAMAN TANK LINES, INC. ASSOCIATES COMMERCIAL CORPORATION By: /s/ David M. Boucher By: /s/ Robert G. Bowling ---------------------------- ------------------------------- Title: Senior Vice President Title: Vice President ------------------------- ---------------------------- EX-10.36 43 CREDIT AGREEMENT - ------------------------------------------------------------------------------- CREDIT AGREEMENT $12,500,000 between CHEMICAL LEAMAN TANK LINES, INC. and CORESTATES BANK, N.A. July 31, 1995 - ------------------------------------------------------------------------------- Table of Contents Preliminary Statement.................................................................................. 1 1. The Credit.......................................................................................... 1 1.1 Credit Facilities........................................................................ 1 (a) Revolving Credit Loans.......................................................... 1 (b) Letters of Credit............................................................... 2 (c) Term Loans...................................................................... 2 1.2 Notes.................................................................................... 3 1.3 Funding Procedures for Revolving Credit Loans............................................ 3 1.4 Commitment Fee........................................................................... 3 1.5 Termination or Reduction of Commitment................................................... 4 1.6 Refunding Term Loan...................................................................... 4 1.7 Refunding Term Note...................................................................... 4 1.8 Prepayments.............................................................................. 5 1.9 Funding Costs; Loss of Earnings.......................................................... 5 1.10 Payments Generally....................................................................... 5 1.11 Interest................................................................................. 6 (a) Definitions. ................................................................... 6 (b) Interest Rate Election. ........................................................ 7 (c) Procedure for Determining Interest Periods and Rates of Interest. .............. 7 (d) Payment and Calculation of Interest. ........................................... 7 (e) Reserves. ...................................................................... 8 (f) Special Provisions Applicable to Adjusted Libor Rate. .......................... 8 (1) Increased Costs............................................................ 8 (2) Unavailability of Eurodollar Funds......................................... 8 (3) Illegality................................................................. 9 (g) Default Rate. .................................................................. 9 1.12 Regulatory Changes in Capital Requirements............................................... 9 2. Representations and Warranties...................................................................... 10 2.1 Organization and Good Standing........................................................... 10 2.2 Corporate Authority; No Violation........................................................ 10 2.3 Validity of Documents.................................................................... 10 2.4 Litigation............................................................................... 11 2.5 ERISA.................................................................................... 11 2.6 Financial Statements..................................................................... 12 2.7 Margin Regulations....................................................................... 12 2.8 Not in Default........................................................................... 12 2.9 Tax Returns.............................................................................. 12 2.10 Compliance with Law; Permits, Licenses, Etc.............................................. 12 2.11 Indebtedness............................................................................. 12 2.12 Capital Stock............................................................................ 13 2.13 Hazardous Wastes, Substances and Petroleum Products...................................... 13 2.14 Disclosure Generally..................................................................... 14
Credit Agreement, July 31, 1995 - i - Chemical Leaman Tank Lines, Inc. 3. Security............................................................................................ 14 3.1 Security Documents....................................................................... 14 3.2 Release of Collateral.................................................................... 14 4. Conditions to Lending............................................................................... 15 4.1 All Loans................................................................................ 15 (a) Documents. ..................................................................... 15 (b) Conditions. .................................................................... 15 (c) Compliance; Representations and Warranties; No Material Adverse Change.......... 15 (d) Charter Documents; Evidence of Authorization. .................................. 15 (e) Legal Opinion. ................................................................. 15 (f) Incumbency. .................................................................... 15 (g) Note; Security Documents. ...................................................... 15 (h) Other Closing Deliveries. ...................................................... 16 (i) Other Documents. ............................................................... 16 4.2 Refunding Term Loan...................................................................... 16 4.3 Term Loan(s)............................................................................. 16 5. Covenants........................................................................................... 16 5.1 Reporting Requirements................................................................... 16 (a) Annual Financial Statements. ................................................... 16 (b) Quarterly Financial Statements. ................................................ 17 (c) Annual and Quarterly Default and Compliance Certificates. ...................... 17 (d) Monthly Borrowing Base Statements. ............................................. 17 (e) Interim Default Certificates. .................................................. 17 (f) Other Statements and Reports. .................................................. 17 5.2 Financial Condition and Ratios........................................................... 18 (a) Borrowing Base. ................................................................ 18 (b) Current Ratio. ................................................................. 18 (c) Tangible Net Worth. ............................................................ 19 (d) Liabilities to Tangible Net Worth. ............................................. 19 (e) Debt Coverage. ................................................................. 19 (f) Interest Coverage. ............................................................. 20 5.3 Performance of Loan Documents; Further Assurances........................................ 20 5.4 Compliance with Laws..................................................................... 20 5.5 Maintenance of Assets; Permits, Licenses, Etc............................................ 20 5.6 Insurance................................................................................ 20 5.7 Environmental Matters.................................................................... 20 5.8 ERISA.................................................................................... 21 5.9 Corporate Existence...................................................................... 21 5.10 Books and Records........................................................................ 21 5.11 Merger; Purchase or Sale of Assets....................................................... 22 5.12 Equipment................................................................................ 22 5.13 Acquisitions and Investments............................................................. 22 5.14 Loans; Advances.......................................................................... 22
Credit Agreement, July 31, 1995 - ii - Chemical Leaman Tank Lines, Inc. 5.15 Guarantees............................................................................... 22 5.16 Use of Proceeds......................................................................... 22 6. Default............................................................................................. 22 6.1 Events of Default........................................................................ 22 (a) Principal or Interest. ......................................................... 23 (b) No Notice Covenants. ........................................................... 23 (c) 10 Day Notice Covenants. ....................................................... 23 (d) 30 Day Notice Covenants. ....................................................... 23 (e) Representations and Warranties. ................................................ 23 (f) Cross Default. ................................................................. 23 (g) Bankruptcy, Etc. ............................................................... 23 (h) Judgments. ..................................................................... 23 (i) ERISA. ......................................................................... 24 (j) Ownership of CLC. .............................................................. 24 (k) Material Adverse Change. ....................................................... 24 (l) Associates Loan. ............................................................... 24 (m) Accounts Receivable Funding Documents. ......................................... 24 7. Miscellaneous....................................................................................... 25 7.1 Waiver................................................................................... 25 7.2 Amendments............................................................................... 25 7.3 Governing Law............................................................................ 25 7.4 Assignment............................................................................... 25 7.5 Severability............................................................................. 25 7.6 Captions................................................................................. 25 7.7 Notices.................................................................................. 26 7.8 Set-Off.................................................................................. 26 7.9 Indemnification.......................................................................... 26 7.10 Expenses of the Bank..................................................................... 26 7.11 Counterparts; Effectiveness.............................................................. 26 7.12 1993 Agreement Superseded................................................................ 26 EXHIBITS: 1 Form of Revolving Credit Note (ss.1.2) 2 Form of Term Note (ss.1.2) 3 Form of Request for Revolving Credit Loan (ss.1.3) 4 Form of Refunding Term Note (ss.1.7) 5 Form of Default and Compliance Certificate (ss.5.1(c)) SCHEDULES: 2.11 Indebtedness 2.12 Capital Stock
Credit Agreement, July 31, 1995 - iii - Chemical Leaman Tank Lines, Inc. CREDIT AGREEMENT Credit Agreement, dated July 31, 1995 (this "Agreement"), by and between CHEMICAL LEAMAN TANK LINES, INC., a Delaware corporation ("CLTL"), and CORESTATES BANK, N.A., a national banking association (the "Bank"), which amends and restates in its entirety the Amended and Restated Revolving Credit Agreement, dated May 14, 1993 as amended from time to time subsequent to said date (the "1993 Agreement"), among CLTL, the Bank and Chemical Leaman Corporation, a Pennsylvania corporation (the "CLC"). Preliminary Statement CLC owns all the issued and outstanding capital stock of CLTL and Quala Systems, Inc., a Delaware corporation ("QSI"). CLTL owns all of the issued and outstanding capital stock of CLT Services, Inc. a Delaware corporation ("CLT"). CLTL and QSI collectively own all of the issued and outstanding capital stock of Pickering Way Funding Corp., a Delaware corporation ("Pickering Way"). CLTL and CLC have requested that the Bank amend and restate the 1993 Agreement to increase the Commitment from $10,000,000 to $12,500,000 and to extend the Commitment Period under the terms and conditions hereinafter set forth. NOW, THEREFORE, in consideration of the foregoing premises and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, and intending to be legally bound hereby, CLTL and the Bank hereby agree that the 1993 Agreement shall be and hereby is amended and restated in its entirety, and the parties hereby agree as follows: 1. The Credit 1.1 Credit Facilities. (a) Revolving Credit Loans. The Bank, under the terms and subject to the conditions of this Agreement, agrees to make loans (herein called "Revolving Credit Loans" or "Loans") to CLTL from time to time during the period (the "Commitment Period") commencing on the date hereof and ending on May 31, 1996, or on any earlier date as provided in ss.ss.1.5 and 6.1 hereof (herein called the "Termination Date"), in amounts not to exceed at any one time outstanding, in the aggregate, $12,500,000 (such amount, as reduced pursuant to ss.1.5, being referred to herein as the "Commitment" of the Bank). Each Revolving Credit Loan shall bear interest as provided in ss.1.11 hereof. Notwithstanding the foregoing, CLTL shall not be entitled to any Revolving Credit Loan if, after giving effect to such Loan, the aggregate unpaid amount of the Revolving Credit Loan, when added to the aggregate amount of Letters of Credit and any Term Loans outstanding as provided below, would exceed the Commitment. Further, CLTL shall not be entitled to any Revolving Credit Loan if, after giving effect to such Loan, the unpaid amount of the Revolving Credit Loan when added to the aggregate amount of Letters of Credit and any Term Loans outstanding would exceed CLTL's current Borrowing Base, as stated in the most recent Borrowing Base Certificate furnished to the Bank as provided herein. Within the limits of the Commitment and the Borrowing Base, CLTL may borrow, prepay and reborrow. Credit Agreement, July 31, 1995 - 1 - Chemical Leaman Tank Lines, Inc. (b) Letters of Credit. The Bank, under the terms and subject to the conditions of this Agreement, agrees to provide standby letters of credit to CLTL, from time to time during the Commitment Period, as requested by CLTL, provided that: (1) the aggregate amount of Letters of Credit outstanding at any one time shall not exceed $8,500,000, at any time hereafter, or such lesser amount, if any, as will, when added to the amount of the Revolving Credit Loan and any Term Loans then outstanding, aggregate $12,500,000 (or such lesser amount as CLTL is entitled to borrow hereunder at such time by reason of the limitation of the Borrowing Base or otherwise); (2) no Letter of Credit shall be issued after the Termination Date and no Letter of Credit shall be for a term longer than one year; and (3) no Letter of Credit shall be issued for other than regulatory bonding or insurance purposes. As used in this Agreement, "Letter of Credit" shall mean only those standby letters of credit issued pursuant to a completed application on the form of letter of credit application required by the Bank at the time of the request for each Letter of Credit. CLTL shall request a Letter of Credit by delivering a completed letter of credit application to the Bank not less than one Business Day prior to the date specified by CLTL as the date the Letter of Credit is to be issued. The term "Business Day" shall mean a day on which the Bank is open for business at its principal office. Letters of Credit shall not bear interest until drawn upon but shall each be subject to an annual charge, payable quarterly in arrears from the date of issuance, equal to two percent (2%) of the amount of the Letter of Credit. Within the foregoing limit, CLTL may request issuance of Letters of Credit, pay them upon a drawing thereunder and request new issuances. Any obligation of CLTL to pay money in connection with any Letter of Credit shall be secured as if made as a Loan hereunder. In the event CLTL shall terminate the Commitment as provided in ss.1.5 and shall pay the outstanding principal amount of the Revolving Credit Loan in full and with interest or the Termination Date shall occur at a time when one or more Letters of Credit remain outstanding, then CLTL shall furnish to the Bank within three Business Days such amount of cash, to be held as cash collateral and invested in certificates of deposit of the Bank, as will pay the maximum amount which may be drawn by beneficiaries of Letters of Credit outstanding at the date of such termination or Termination Date, as applicable; provided, however, that if CLTL has requested, is entitled pursuant to ss.1.6 hereof, and consummates a Refunding Term Loan, then in such circumstance cash collateral shall not be required. (c) Term Loans. During the Commitment Period, the Bank agrees to consider, on a case by case basis, making term loans (herein called "Term Loans") to CLTL, each in the minimum principal amount of $400,000, for the purpose of financing the purchase of tractors and trailers and repowered tractors under the terms and subject to the conditions of this Agreement and such other terms and conditions as the Bank may require at such time. Any such Term Loan will be secured by the Security Documents (defined in ss.3.1), which shall include a lien on the tractor or trailer being financed by the Term Loan, and shall bear interest and amortize pursuant to a schedule agreed upon by CLTL and the Bank at the time of such Term Loan. Credit Agreement, July 31, 1995 - 2 - Chemical Leaman Tank Lines, Inc. Notwithstanding the foregoing, CLTL shall not be entitled to any Term Loan if, after giving effect to such Term Loan, the amount of the Term Loan, when added to the aggregate amount of the Revolving Credit Loan, Letters of Credit and other Term Loans outstanding, would exceed the Commitment. 1.2 Notes. (a) The Revolving Credit Loan shall be evidenced by a single promissory note executed by CLTL, in the form attached hereto as Exhibit 1 (the "Revolving Credit Note"), which shall be due and payable on the Termination Date and shall be in principal amount equal to the Commitment, or so much thereof as shall have been advanced and remain unpaid. The Revolving Credit Note shall be substituted for and replace, but will not discharge the indebtedness of CLTL under, the Refunding Term Note dated January 15, 1993 issued by CLTL to the Bank in the originally stated principal amount of $15,973,102.89. (b) Each Term Loan, if any, made as contemplated by ss.1.1(c) shall be evidenced by a separate promissory note executed by CLTL in the principal amount of the Term Loan and in the form attached hereto as Exhibit 2 or such other form and substance satisfactory to CLTL and the Bank at the time of such Term Loan (each a "Term Loan Note"). 1.3 Funding Procedures for Revolving Credit Loans. (a) Each Revolving Credit Loan shall be initiated by delivery to the Bank of a written loan request signed by the chief executive or chief financial officer of CLTL in substantially the form attached hereto as Exhibit 3 (the "Loan Request"). Each Loan Request shall be delivered not less than one Business Day prior to the date of the proposed Loan. No Loan Request shall be effective until actually received by the Bank. (b) Unless the Bank has knowledge that any applicable condition specified herein has not been satisfied, the Bank will make the funds available to CLTL not later than 12:00 P.M. (Philadelphia time) on the requested date of each Loan, by a credit to the account of CLTL at the Bank. 1.4 Commitment Fee. CLTL agrees to pay the Bank as compensation for its Commitment, a fee ("Commitment Fee") computed at the rate of one-half of one percent (1/2%) per annum on the average daily amount of the unused portion of the Commitment accrued from and after the date hereof. The unused portion of the Commitment shall mean the Commitment less the principal amount of the outstanding Revolving Credit Loan and the aggregate amount of any and all outstanding Term Loans and Letters of Credit issued hereunder. The Commitment Fee shall be calculated and be payable quarterly in arrears and on the Termination Date. The Commitment Fee shall be calculated on the basis of a 360-day year for the actual number of days elapsed. 1.5 Termination or Reduction of Commitment. CLTL may at any time prior to the Termination Date, on not less than one Business Day's prior written notice, terminate or permanently reduce the Commitment. In the event the Commitment is terminated, CLTL simultaneously shall pay or prepay (as applicable) the Revolving Credit Loan and any Term Loans in full with interest as provided herein. In the event the Commitment is permanently reduced, CLTL simultaneously shall make a payment or prepayment (as applicable) in respect of the Revolving Credit Loan and any Term Loans (as applicable), with interest as provided herein, in such amount as is necessary to assure that the aggregate amount of the Revolving Credit Loan, Letters of Credit and any Term Loans outstanding immediately after such reduction will not exceed the Commitment as reduced. Any prepayment of the Revolving Credit Loan that is based upon Adjusted Libor Rate or any Term Loan shall be subject to a prepayment penalty pursuant to ss.1.9 hereof. Credit Agreement, July 31, 1995 - 3 - Chemical Leaman Tank Lines, Inc. 1.6 Refunding Term Loan. Upon request therefor by CLTL and subject to the terms and conditions set forth herein, the Bank agrees to refund on the Termination Date (or, if so elected by CLTL by written notice to the Bank at least 20 days prior to such refunding date, on any date which is within 20 days immediately prior to the Termination Date), which for purposes of this ss.1.6 shall not include any date that would be a Termination Date by reason of ss.6.1, the principal amount of the Revolving Credit Loan outstanding at the said Termination Date, by making a term loan ("Refunding Term Loan") in principal amount equal to the principal amount of the Revolving Credit Loan outstanding. The Refunding Term Note issued in connection with such Refunding Term Loan shall also include the maximum amount which may be drawn by beneficiaries of Letters of Credit outstanding as the said Termination Date and the amounts drawn under such Letters of Credit after the date of execution and delivery by CLTL of the Refunding Term Note shall be deemed added to the amount of the Refunding Term Loan. 1.7 Refunding Term Note. The Refunding Term Loan shall be evidenced by a single promissory note executed by of CLTL, in the form attached hereto as Exhibit 4 (the "Refunding Term Note") in principal amount equal to the sum of (a) the unpaid principal amount of the Revolving Credit Loan due and (b) in the event the Termination Date shall occur at a time when one or more Letters of Credit remain outstanding, the maximum amount which may be drawn by beneficiaries of Letters of Credit outstanding at the Termination Date. The Refunding Term Note shall be due in forty-eight (48) equal consecutive monthly installments of principal due on the first day of each month commencing with the first such date following the date of the Refunding Term Note, provided that such first payment shall not be due less that fifteen (15) days following the date of the Refunding Term Note. Each installment shall be rounded upwards to the next whole dollar except in the case of the final installment which shall be in an amount sufficient to pay in full the remaining unpaid principal amount of the Refunding Term Note. Each principal installment shall be accompanied by a payment of interest accrued to the date of such installment. The Refunding Term Loan shall bear interest on the outstanding principal amount thereof from the date of the Refunding Term Loan at the Base Rate plus one percent (1%), which rate, at CLTL's election made on the date the Refunding Term Loan is made, shall change when and as the Base Rate changes or remain fixed at the Base Rate in effect of the date the Refunding Term Loan is made. After the issuance of the Refunding Term Note, any amounts received by the Bank under the Refunding Term Note in excess of the unpaid principal amount of the Revolving Credit Loan, together with interest thereon as provided herein, shall be held as cash collateral by the Bank and deposited in an interest bearing account with the Bank, up to a maximum amount equal to the amount which may be drawn by beneficiaries of all Letters of Credit outstanding, as such Letters of Credit may be amended from time to time. The Bank will surrender to CLTL the Revolving Credit Note held by it duly marked canceled against issuance and delivery of the Refunding Term Note. Payments of principal other than the regular monthly installments of principal to be made by CLTL in respect of the Refunding Term Note shall be applied to payments of principal due in the inverse order of maturity. No adjustment shall be made in the amount of the monthly installment of principal due in respect of the Refunding Term Note by reason of the cancellation or termination of any letter of credit after the date of issuance of the Refunding Term Note. Interest shall accrue only on the principal balance actually outstanding from time to time under the Refunding Term Note. The two percent annual charge in respect of Letters of Credit as set forth in ss.1.1(b) shall continue in effect for so long as any Letter of Credit shall remain in effect. 1.8 Prepayments. Pursuant to ss.1.5 hereof, CLTL may make certain prepayments of the unpaid principal amount of the Revolving Credit Loans and any Term Loan in connection with the termination or reduction of the Commitment. Pursuant to ss.5.2(a) hereof, CLTL may be obligated to make certain mandatory prepayments of the unpaid principal amount of the Revolving Credit Loan or the Refunding Term Loan (as applicable). In addition, CLTL shall have the right, on not less than one Business Day's notice to the Bank, Credit Agreement, July 31, 1995 - 4 - Chemical Leaman Tank Lines, Inc. to prepay the Revolving Credit Loan, any Term Loan or the Refunding Term Loan (as applicable) in whole at any time or in part from time to time, in either case with accrued interest to the date of such prepayment on the principal amount being prepaid. Each partial prepayment shall be applied to principal installments remaining on the Revolving Credit Loan, any Term Loans or the Refunding Term Loan (as applicable) in the inverse order of their maturities. In the event no specification is made concerning the Loan to which the payment is to be applied, the Bank shall in its sole discretion, make such specification. Prepayment of any portion of the Revolving Credit Loan which is based upon an Adjusted Libor Rate or any Term Loan shall be subject to a prepayment penalty pursuant to ss.1.9 hereof. 1.9 Funding Costs; Loss of Earnings. Prepayments of Base Rate Loans shall be without premium or penalty. In connection with any prepayment of an Adjusted Libor Rate Loan or any Term Loan, whether such prepayment is voluntary, mandatory, by demand, acceleration or otherwise, CLTL shall pay to the Bank, in addition to such prepayment and the accrued interest thereon, an amount equal to the excess of (a) the aggregate present value of the scheduled principal and interest payments eliminated by the prepayment over (b) the principal amount being prepaid. The discount rate used for such calculation shall be the yield to maturity at the time of the prepayment on U.S. Treasury securities having a maturity which most closely approximates the final maturity date of the principal balance then outstanding. 1.10 Payments Generally. All payments of principal, interest, fees, or other amounts payable hereunder, shall be remitted to the Bank at the address set forth opposite its name on the signature page hereof in immediately available funds. Whenever any payment is stated as due on a day which is not a Business Day, the maturity of such payment shall be extended to the next succeeding Business Day and interest shall continue to accrue during such extension. CLTL authorizes the Bank (but the Bank shall not be obligated) to deduct from any account maintained by CLTL at the Bank any amount payable hereunder on or after the date upon which it is due and payable. Such authorization shall include but not be limited to amounts payable with respect to principal, interest, fees and expenses plus any amounts payable with respect to any drawing under any Letter of Credit. 1.11 Interest. (a) Definitions. As used in this ss.1.11, the following words and terms shall have the meanings specified below: "Adjusted Libor Rate" shall mean, for any Interest Period, as applied to a Loan, the rate per annum (rounded upward, if necessary to the next 1/16th of 1%) determined pursuant to the following formula: Adjusted Libor Rate = Libor Rate ---------------------- 1 - Reserve Percentage "Base Rate" shall mean higher of (i) the Federal Funds Rate plus three-quarters of one percent (3/4%) per annum, and (ii) the Prime Rate. "Federal Funds Rate" shall mean for any day the effective rate of interest for such day, as announced from time to time by the Board of Governors of the Federal Reserve System as shown in publication H.15 as the "Federal Funds Rate." Credit Agreement, July 31, 1995 - 5 - Chemical Leaman Tank Lines, Inc. "Interest Period" shall mean a period of one (1), three (3) or six (6) months' duration, as CLTL may elect, during which the Adjusted Libor Rate is applicable; provided, however, that (a) interest shall accrue from and including the first day of each Interest Period to, but excluding, the day on which any Interest Period expires; (b) any Interest Period which would otherwise end on a day which is not a London Business Day shall be extended to the next succeeding London Business Day unless such London Business Day in another calendar month, in which case such Interest Period shall end on the next preceding London Business Day; and (c) with respect to an Interest Period which begins on the last London Business Day of a calendar month (or on a day for which there is no numerically corresponding day in the calendar month at the end of such Interest Period), the Interest Period shall end on the last London Business Day of a calendar month. "Libor Rate" shall mean the arithmetic average of the rates of interest per annum (rounded upward, if necessary to the next 1/16th of 1%) at which the Bank is offered deposits of United States Dollars in the London Interbank Market on or about eleven o'clock (11:00) a.m. London time three (3) Business Days prior to the commencement of such Interest Period in amounts substantially equal to such amount of the Revolving Credit Loan as to which CLTL may elect the Adjusted Libor Rate to be applicable with a maturity of comparable duration to the Interest Period selected by CLTL. "London Business Day" shall mean any Business Day on which banks in London, England are open for business. "Prime Rate" shall mean the rate of interest per annum announced by the Bank from time to time as its prime rate. "Regulation D" shall mean Regulation D of the Board of Governors of the Federal Reserve System, comprising Part 204 of Title 12, Code of Federal Regulations, as amended and as may be amended from time to time, and any successor thereto. "Reserve" shall mean, for any day, that reserve (expressed as a decimal) which is in effect (whether or not actually incurred) with respect to the Bank on such day, as prescribed by the Board of Governors of the Federal Reserve System (or any successor or any other banking authority to which the Bank is subject including any board or governmental or administrative agency of the United States or any other jurisdiction to which the Bank is subject), for determining the maximum reserve requirement (including without limitation any basic, supplemental, marginal or emergency reserves) for Eurocurrency liabilities as defined in Regulation D. "Reserve Percentage" shall mean, for the Bank on any day, that percentage (expressed as a decimal) prescribed by the Board of Governors of the Federal Reserve System (or any successor or any other banking authority to which the Bank is subject, including any board or governmental or administrative agency of the United States or any other jurisdiction to which the Bank is subject), for determining the reserve requirement (including without limitation any basic, supplemental, marginal or emergency reserves) for deposits of United States Dollars in a non-United States or an international banking office of the Bank used to fund a Loan bearing interest based on the Adjusted Libor Rate or any loan made with the Credit Agreement, July 31, 1995 - 6 - Chemical Leaman Tank Lines, Inc. proceeds of such deposit. The Adjusted Libor Rate shall be adjusted on and as of the effective day of any change in the Reserve Percentage. (b) Interest Rate Election. At CLTL's election in accordance with the provisions of ss.1.3 hereof, each advance under the Revolving Credit Loan shall bear interest on the outstanding principal amount thereof from the date of the advance at (i) the Base Rate plus three-quarters of one percent (3/4%) per annum, such rate to change when and as the Base Rate changes, or (ii) the Adjusted Libor Rate plus three percent (3%). In the event CLTL shall fail to make an interest rate election, the advance to be made shall bear interest as provided in this ss.1.11(b). (c) Procedure for Determining Interest Periods and Rates of Interest. If CLTL elects the Base Rate to be applicable to a Revolving Credit Loan advance, CLTL must notify the Bank of such election prior to eleven o'clock (11:00) a.m. Philadelphia time on the date of the proposed application of such rate. If CLTL elects the Adjusted Libor Rate to be applicable to a Revolving Credit Loan advance, CLTL must notify the Bank of such election and the Interest Period selected prior to eleven o'clock (11:00) a.m. Philadelphia time at least three (3) London Business Days prior to the date of the proposed application of such rate. If CLTL does not provide the applicable notice for the Adjusted Libor Rate, then CLTL shall be deemed to have requested that the Base Rate apply to any Revolving Credit Loan advance as to which the Interest Period is expiring and to any new advance until CLTL shall have given proper notice of a change in or determination of the rate of interest in accordance with this ss.1.11(c). (d) Payment and Calculation of Interest. Interest shall be due and payable on the last day of each Interest Period for each advance bearing interest based on the Adjusted Libor Rate; provided, however, that with respect to advances which bear interest at the Adjusted Libor Rate having Interest Periods in excess of six (6) months, CLTL shall pay interest on the ninetieth (90th) day of the Interest Period and on the last day of the Interest Period. With respect to advances which bear interest at the Base Rate, CLTL shall pay interest on the first Business Day of each month commencing on the first such date after the advance which bears interest at such rate. Interest shall be calculated in accordance with the provisions of ss.1.11(b) hereof. Interest based on the Base Rate shall be calculated on the basis of the actual number of days elapsed over a year of three hundred sixty-five (365) or three hundred sixty-six (366) days, as the case may be, and interest based on the Adjusted Libor Rate shall be calculated on the basis of the actual number of days elapsed over a year of three hundred sixty (360) days. (e) Reserves. If at any time when any advance is subject to the Adjusted Libor Rate, and the Bank is subject to and incurs a Reserve, CLTL hereby agrees to pay within five (5) Business Days of demand thereof from time to time, as billed by the Bank, such additional amount as is necessary to reimburse the Bank for its costs in maintaining such Reserve. The determination by the Bank of such costs incurred and the allocation, if any, of such costs among CLTL and other customers which have similar arrangements with the Bank shall be prima facie evidence of the correctness of the fact and the amount of such additional costs. (f) Special Provisions Applicable to Adjusted Libor Rate. The following special provisions shall apply to the Adjusted Libor Rate as well as to the rate apply in the case of any Term Loan as contemplated by ss.1.1(c): (1) Increased Costs. The Adjusted Libor Rate or the rate on any Term Loan (a "Term Loan Rate")(as applicable) may be automatically adjusted by the Bank on a prospective basis to take into account the additional or increased cost of maintaining any necessary reserves for Eurodollar deposits or increased costs Credit Agreement, July 31, 1995 - 7 - Chemical Leaman Tank Lines, Inc. due to changes in applicable law or regulation or the interpretation thereof by a governmental authority occurring subsequent to the commencement of the then applicable Interest Period, including but not limited to changes in tax laws (except changes of general applicability in corporate income tax laws) and changes in the reserve requirements imposed by the Board of Governors of the Federal Reserve System (or any successor), excluding the Reserve Percentage, that increase the cost to the Bank of funding the advance bearing interest at the Adjusted Libor Rate or any Term Loan at a Term Loan Rate (as applicable) and are generally applicable to the Bank's borrowers. The Bank shall give CLTL notice of such a determination and adjustment within 30 days of any such adjustment, including a calculation of the determination, which determination shall be prima facie evidence of the correctness of the fact and the amount of such adjustment. (2) Unavailability of Eurodollar Funds. In the event that CLTL shall have requested an Adjusted Libor Rate in accordance with ss.1.11(c) hereof and the Bank shall have reasonably determined that Eurodollar deposits equal to the amount of the principal of the advance for which the rate is requested and for the Interest Period specified are unavailable, or that the rate based on the Adjusted Libor Rate will not adequately and fairly reflect the cost of making or maintaining the principal amount of the advance specified by CLTL during the Interest Period specified or that by reason of circumstances affecting Eurodollar markets, adequate and reasonable means do not exist for ascertaining the Adjusted Libor Rate applicable to the specified Interest Period, the Bank shall promptly give notice of such determination to CLTL that the rate based on the Adjusted Libor Rate is not available. A determination by the Bank hereunder shall be prima facie evidence of the correctness of the fact and amount of such additional costs. Upon such a determination, the Bank's obligation to advance or maintain an advance at the Adjusted Libor Rate shall be suspended until the Bank shall have notified CLTL that such conditions shall have ceased to exist, and the Base Rate shall then be applicable to the Revolving Credit Loan. (3) Illegality. In the event that it becomes unlawful for the Bank to maintain Eurodollar liabilities sufficient to fund any advance based upon an Adjusted Libor Rate, then the Bank shall immediately notify CLTL thereof and the Bank's obligations hereunder to make or maintain any advances based upon an Adjusted Libor Rate shall be suspended until such time as the Bank may again cause the rate based on the Adjusted Libor Rate to be applicable to any advance, and the Base Rate shall then be applicable to the Revolving Credit Loan. (g) Default Rate. Notwithstanding the foregoing, upon the occurrence and during the continuance of an Event of Default, including after maturity and before and after the entry of any judgment, CLTL hereby agrees to pay to the Bank interest on the outstanding principal balance of the Revolving Credit Loan and each Term Loan which may be outstanding at the rate of two percent (2%) per annum in excess of the rates then available to and elected by CLTL for each Loan then outstanding (the "Default Rate"), and with respect to advances bearing interest based on the Adjusted Libor Rate, at the end of the applicable Interest Periods and thereafter, such advances shall bear interest at the rate of two percent (2%) per annum in excess of the Base Rate, such rate to change when and as the Base Rate changes. 1.12 Regulatory Changes in Capital Requirements. If the Bank shall have determined in good faith that the adoption or the effectiveness after the date hereof of any law, rule, regulation or guideline regarding capital adequacy, or any change in any of the foregoing or in the interpretation or administration of any of the foregoing by any governmental authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by the Bank (or any lending office of the Bank) or the Bank's holding company, if any, with any request or directive regarding capital adequacy (whether or not having the force of law) of any such authority, central bank or comparable agency, has the effect of reducing Credit Agreement, July 31, 1995 - 8 - Chemical Leaman Tank Lines, Inc. the rate of return on the Bank's capital or on the capital of the Bank's holding company as a consequence of this Agreement, the Commitment, Letters of Credit or Loans made by the Bank pursuant hereto to a level below that which the Bank or its holding company would have achieved but for such adoption, change or compliance (taking into consideration the Bank's policies and the policies of the Bank's holding company with respect to capital adequacy) by an amount deemed by the Bank to be material, then from time to time CLTL shall pay to the Bank, within five (5) Business Days after receiving the Bank's demand therefor and the certificate referred to below, such additional amount or amounts as will compensate the Bank or its holding company for any such reduction suffered, which amount, if not paid within such period of five (5) Business Days, shall bear interest from the date due until payment in full thereof at the Default Rate. The Bank will notify CLTL of any event occurring after the date of this Agreement that will entitle the Bank to compensation pursuant to this Section within 90 days after the date of such occurrence or the date from which the Bank requests additional compensation, whichever is later. A certificate of the Bank setting forth in detail such amount or amounts as shall be necessary to compensate the Bank or its holding company as specified above shall be delivered to CLTL and shall be conclusive absent manifest error. For purposes of the application of this Section to CLTL and in calculating any amount that may be necessary to compensate a Bank under this Section, the Bank shall determine the applicability of this provision to CLTL and calculate the amount payable to the Bank hereunder in a manner consistent with the manner in which it shall apply and calculate similar compensation payable to it by other borrowers having provisions in their credit agreements comparable to this Section. Failure on the part of the Bank to demand compensation for increased costs or reduction in amounts received or receivable or reduction in return on capital with respect to any period shall not constitute a waiver of the Bank's right to demand compensation with respect to any other period. 2. Representations and Warranties CLTL and CLC each represent and warrant to the Bank that: 2.1 Organization and Good Standing. Each of CLC and CLTL is a corporation duly organized, validly existing and in good standing under the laws of the jurisdiction of its incorporation, and has the corporate power and authority necessary to own its assets, carry on its business and, to the extent it is a party hereto or thereto, enter into and perform its obligations hereunder, under the Revolving Credit Note, any Term Notes and any Refunding Term Note (the Revolving Credit Note, any Term Notes and any Refunding Term Note being referred to herein, individually, as a "Note" and collectively, as the "Notes"), and under all related loan documents (this Agreement, the Notes and the Security Documents (as defined in ss.3.1) being referred to herein, individually, as a "Loan Document" and collectively, as the "Loan Documents"). Each of CLC and CLTL is qualified to do business and is in good standing as a foreign corporation in each jurisdiction in which it is required to so qualify and the failure to qualify could have a material adverse effect on it. CLC and CLTL each has filed for or obtained approval, as necessary, to operate in each state in which either CLC or CLTL, as applicable, provides intra-state service under the jurisdiction of any state regulatory agency. 2.2 Corporate Authority; No Violation. To the extent each is a party thereto, the execution, delivery and performance of the Loan Documents are within each of CLC's and CLTL's power and authority and have been duly authorized by all necessary corporate action on the part of CLC and CLTL. To the extent each is a party thereto, the execution, delivery and performance of the Loan Documents by each of CLC and CLTL (a) do not and under present law will not require any consent or approval of any of its shareholders or Credit Agreement, July 31, 1995 - 9 - Chemical Leaman Tank Lines, Inc. any other person, and (b) do not and under present law will not violate any law, rule, regulation, order, writ, judgment, injunction, decree, determination or award, do not and will not violate any provision of its charter or by-laws, do not and will not result in any breach of any agreement, lease or instrument to which it is a party, by which it is bound or to which any of its assets is or may be subject, and do not and will not give rise to any lien or charge upon any of its assets except in favor of the Bank. Neither CLC nor CLTL is in default in any material respect under any of the foregoing. 2.3 Validity of Documents. Each Loan Document, when executed and delivered, will be the legal, valid and binding obligation of CLC and CLTL, to the extent each is a party thereto, enforceable against CLC and CLTL, as applicable, in accordance with its terms. To the extent any Loan Document purports to be the undertaking of a party other than CLC, CLTL or the Bank, each such Loan Document, when executed and delivered, will be the legal, valid, binding obligation of each of such other party enforceable against each such other party in accordance with its terms. Each Loan Document which purports to create a lien or security interest, when executed and delivered, will be effective to create the lien or security interest it purports to create. Except for the obtaining of an Abbreviated Securities Certificate from the Pennsylvania Public Utility Commission (for which application was made June 27, 1995), no authorization, consent, approval, license, exemption of or filing or registration with any court, governmental agency or other tribunal is or under present law will be necessary to the validity or performance of any Loan Document. 2.4 Litigation. Except as disclosed to the Bank in writing (including in financial statements delivered hereunder), there are no actions, suits or proceedings pending or threatened against or affecting either CLC or CLTL, or any assets of either CLC or CLTL before any court, government agency, or other tribunal, which if adversely determined could have a Material Adverse Effect on CLC or CLTL (as applicable). "Material Adverse Effect" shall mean any event or condition which, in the good faith determination of the Bank, could result in a material adverse effect in the financial condition, assets, operations or prospects of CLC or CLTL (as applicable), or which gives reasonable grounds to conclude that CLC or CLTL (as applicable) may not or will not be able to perform or observe (in the normal course) its obligations under the Loan Documents to which it is a party, including but not limited to the Notes. 2.5 ERISA. Each employee benefit plan of CLC or CLTL (the "Plans") in which any employees of CLC or CLTL participate that is subject to any provision of the Employee Retirement Income Security Act of 1974 or the Multiemployer Pension Plan Amendments Act of 1980 and of the regulations adopted pursuant thereto (hereinafter collectively called "ERISA") is being administered in accordance with the documents and instruments governing such Plans, and such documents and instruments are substantially consistent with the applicable provisions of ERISA. There are no "prohibited transactions" which could subject CLC or CLTL to a material tax or penalty on prohibited transactions imposed by the Internal Revenue Code of 1986, as amended (the "Code"), or ERISA. None of the Plans which are "employee pension benefit plans" or the trusts created thereunder have been terminated since September 2, 1974; nor has any such Plan incurred any material liability to the Pension Benefit Guaranty Corporation established pursuant to ERISA, other than for required insurance premiums which have been paid when due, or incurred any material "accumulated funding deficiency," whether or not waived; nor has there been any "reportable event," or other event or condition, which represents a material risk of termination of any such Plan by the Pension Benefit Guaranty Corporation. With respect to multiemployer plans to which CLC or CLTL makes contributions but does not participate in the administration of such plans, none of CLC or CLTL has received any information from any such multiemployer plan which would indicate that any of the foregoing representation would be incorrect as Credit Agreement, July 31, 1995 - 10 - Chemical Leaman Tank Lines, Inc. applied to such multiemployer plan. All contributions required under collective bargaining agreements to which CLC or CLTL is a party or by which either is bound have been paid. Since April 29, 1980, none of CLC or CLTL has withdrawn from participation in any "multiemployer plan" to which it makes contributions such that any withdrawal liability has been or may be assessed and remains unpaid, and none of CLC or CLTL has received any notice and is not aware that any multiemployer plan to which it contributes is insolvent or in reorganization status within the meaning of ERISA. As used herein, the terms "prohibited transactions" and "multiemployer plans" shall have the respective meanings assigned to them in the Code and in ERISA, and the terms "employee benefit plans," "employee pension benefit plans," "accumulated funding deficiency," "reportable event," and "withdrawal" shall have the respective meanings assigned to them in ERISA. 2.6 Financial Statements. The consolidated financial statements of CLTL and the consolidated financial statements of CLC as of December 31, 1994 and for the periods then ending, consisting in each case of a balance sheet, related statements of changes in financial position and statements of operations and changes in shareholders' equity, and accompanying footnotes, and the interim financial statements of each, dated as of March 31, 1995 furnished to the Bank in connection herewith in each case fairly present the financial condition, results of operations and changes in shareholders' equity of each as of the date and for the period referred to, all in accordance with generally accepted accounting principles consistently maintained ("GAAP"), subject to fiscal year-end audit adjustments in the case of the interim financial statements. There has been no Material Adverse Change with respect to CLC or CLTL since the date of the interim financial statements referred to above, except as may have heretofore been disclosed to the Bank in writing (including in financial statements delivered hereunder). "Material Adverse Change" shall mean any event or condition which, in the good faith determination of the Bank, could result in a material adverse change in the financial condition, assets, operations or prospects of CLC or CLTL (as applicable), or which gives reasonable grounds to conclude that CLC or CLTL (as applicable) may not or will not be able to perform or observe (in the normal course) its obligations under the Loan Documents to which it is a party, including but not limited to the Notes. 2.7 Margin Regulations. No proceeds of any Loan or advance hereunder will be applied for the purpose of purchasing or carrying or trading in any securities, including "margin stock" as defined from time to time by the Board of Governors of the Federal Reserve System, or refinancing any credit previously extended for any such purpose. 2.8 Not in Default. No Event of Default or event which, with the giving of notice or the passage of time or both, would constitute an Event of Default under any Loan Document has occurred and is continuing. 2.9 Tax Returns. Each of CLC and CLTL has filed all federal, state and local tax returns and reports which each is required by law to file and has paid all taxes, assessments, withholdings and other governmental charges which are presently due and payable. 2.10 Compliance with Law; Permits, Licenses, Etc. Each of CLC and CLTL (a) is in compliance in all material respects with all laws, regulations and requirements applicable to its business, (b) has obtained all material authorizations, consents, approvals, orders, licenses, exemptions from, or has accomplished all material filings or registrations or qualifications with, any court or governmental department, public body or authority, commission, board, bureau, agency, or instrumentality, that is necessary for the transaction of its Credit Agreement, July 31, 1995 - 11 - Chemical Leaman Tank Lines, Inc. business, and (c) possesses all material permits, licenses, franchises, trademarks, copyrights and patents necessary to the conduct of its business as presently conducted or as presently proposed to be conducted. 2.11 Indebtedness. On the date of this Agreement, neither CLC or CLTL has any outstanding Indebtedness or obligations, including contingent obligations and obligations under leases of property from others, except the Indebtedness and obligations described either on Schedule 2.11 hereto or in CLC's or CLTL's financial statements which have been furnished to the Bank pursuant to this Agreement. "Indebtedness" of any person shall mean all obligations of such person which, in accordance with GAAP, shall be classified on a balance sheet of such person as liabilities of such person and in any event shall include all (i) obligations of such person for borrowed money or which have been incurred in connection with acquisition of property or assets, (ii) obligations secured by any lien upon property or assets owned by such person, notwithstanding that such person has not assumed or become liable for the payment of such obligations, (iii) obligations created or arising under any conditional sale or other title retention agreement with respect to property acquired by such person, notwithstanding the fact that the rights and remedies of the seller, lender or lessor under such agreement in the event of default are limited to repossession or sale of property, (iv) capital leases, (v) guarantees and (vi) letters of credit and letter of credit reimbursement obligations. 2.12 Capital Stock. The number of shares and classes of the capital stock of CLC and its Subsidiaries (including CLTL), and the ownership thereof (and whether owned of record or beneficially or both), are accurately set forth on Schedule 2.12 hereto; all such shares are validly existing, fully paid and non-assessable, and the issuance and sale thereof were in compliance with all applicable federal and state securities and other similar laws; each shareholders' ownership thereof is free and clear of any liens or encumbrances or other contractual restrictions, except in favor of the Bank in the case of the capital stock of CLTL. Further in the case of CLTL, the assets of CLTL's Subsidiaries other than Pickering Way and CLT, taken as a whole, do not exceed five percent (5%) of the assets of CLTL and its Subsidiaries taken as a whole. Pickering Way's business is limited to purchasing accounts receivable and issuing notes and CLT's business is limited to holding intellectual property rights. "Subsidiary" of any person shall mean any corporation or partnership of which such person, directly or indirectly, owns more than ten percent (10%) of any outstanding class or classes of securities. 2.13 Hazardous Wastes, Substances and Petroleum Products. Except as disclosed to the Bank in writing (including in financial statements delivered hereunder): (a) Each of CLC and CLTL: (i) is in compliance in all material respects with all federal, state and local laws and regulations governing the control, removal, spill, release or discharge of hazardous or toxic wastes, substances and petroleum products, including without limitation as provided in the provisions of and the regulations promulgated under the Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended by the Superfund Amendment and Reauthorization Act of 1986, the Solid Waste Disposal Act, as amended by the Hazardous and Solid Waste Amendments of 1984, the Federal Water Pollution Control Act, as amended by the Clean Water Act of 1976, the Clean Air Act, the Resource Conservation and Recovery Act of 1976, the Hazardous Materials Transportation Act, the Emergency Planning and Community Right to Know Act of 1986, the National Environmental Policy Act of 1975, the Oil Pollution Credit Agreement, July 31, 1995 - 12 - Chemical Leaman Tank Lines, Inc. Act of 1990 (all of the foregoing enumerated and non-enumerated statutes, including without limitation all regulations promulgated thereunder and any similar state or local statutes, as amended, collectively the "Environmental Control Statutes"); and (ii) has received all permits and filed all notifications pursuant to the Environmental Control Statutes necessary to carry on its business, the absence of which could have a Material Adverse Effect on CLTL. (b) Neither CLC nor CLTL has been given any written or oral notice to the Environmental Protection Agency ("EPA") or any similar state or local agency with regard to any actual or imminently threatened removal, spill, release or discharge ("Release") of hazardous or toxic wastes, substances or petroleum products on properties owned or leased by it or in connection with the conduct of any of its business and operations, where such Release is a violation of any Environmental Control Statute and such violation could have a Material Adverse Effect on CLTL. (c) Neither CLC nor CLTL has received notice that it is potentially responsible for costs of clean-up of any actual or imminently threatened spill, release or discharge of hazardous or toxic wastes or substances or petroleum products pursuant to any Environmental Control Statute, where such Release and the resulting liability could have a Material Adverse Effect on CLC or CLTL. 2.14 Disclosure Generally. Except with respect to general economic conditions affecting companies in CLTL's line of business, (a) the representations and warranties made by or on behalf of CLC and CLTL in connection with this Agreement and the Loans hereunder including, without limitation, the representations and warranties in each of the Loan Documents, do not and will not contain any untrue statement of a material fact or omit to state a material fact necessary to make the representations made not misleading; and (b) no written information, exhibit, report, brochure or financial statement furnished by either CLC or CLTL to the Bank required to be furnished in connection with this Agreement, the Loans hereunder, or any Loan Document contains or will contain any material misstatement of fact or omit to state a material fact necessary to make the statements contained therein not materially misleading. 3. Security 3.1 Security Documents. As security for the punctual payment in full of all installments of principal, interest, fees and other amounts payable under any Loan Document, the Bank shall continue to have a valid, perfected first lien on and security interest in the Collateral (as that term is defined in the Security Agreement, dated July 31, 1995, executed by CLTL in favor of the Bank, which agreement amends and restates the Amended and Restated Equipment Security Agreement, dated May 14, 1993, executed by CLTL in favor of the Bank). As additional security for said obligations, the Bank shall have the rights and benefits specified in (a) the Guarantee Agreement, dated July 31, 1995, executed by CLC in favor of the Bank, which agreement amends and restates the Amended and Restated Guarantee Agreement, dated May 14, 1993, executed by CLC in favor of the Bank, and (b) the Pledge Agreement, dated July 31, 1995, executed by CLC in favor of the Bank, which agreement amends and restates the Amended and Restated Pledge Agreement, dated May 14, 1993, executed by CLC in favor of the Bank (all the documents referred to in this ss.3.1 are collectively referred to herein as the "Security Documents"). 3.2 Release of Collateral. Upon the payment in full of the entire principal balance, and any interest, fees and other amounts payable under all Loan Documents, the termination of the Commitments of the Bank and the cash collateralization of all Letters of Credit, the Bank shall release the lien and security interest of the Credit Agreement, July 31, 1995 - 13 - Chemical Leaman Tank Lines, Inc. Bank in the assets of CLTL and such other persons as specified in each of the Security Documents and shall do such things as are reasonably requested by CLTL to effect such release. 4. Conditions to Lending 4.1 All Loans. The obligation of the Bank to make any advance under the Revolving Credit Loan, or the Refunding Term Loan or to issue any Letter of Credit is conditioned upon the following: (a) Documents. CLTL shall have delivered in accordance with ss.ss.1.1, 1.3 or 1.6 (as applicable) and the Bank shall have received, a written request for an advance under the Revolving Credit Loan, a Letter of Credit or the Refunding Term Loan (as applicable). (b) Conditions. The amount of the requested advance under the Revolving Credit Loan, face amount of a Letter or Credit or funding of the Refunding Term Loan, when added to the aggregate amount of all advances under the Revolving Credit Loan and Letters of Credit outstanding would not exceed the lesser of (i) the Borrowing Base or (ii) the Commitment, on the date of such advance under the Revolving Credit Loan, issuance of a Letter of Credit or funding of the Refunding Term Loan; and, after giving effect to such advance, Letter or Credit or the Refunding Term Loan, no Event of Default or event, which with the giving of notice or the lapse of time or both, would constitute an Event of Default shall exist. (c) Compliance; Representations and Warranties; No Material Adverse Change. Each of CLC and CLTL shall have complied and be in compliance with all covenants, agreements and conditions in each Loan Document to which it is a party; each representation and warranty contained in each Loan Document to which either CLC or CLTL is a party shall be true with the same effect as though such representation and warranty had been made on the date of such Loan; and there shall have been no Material Adverse Change with respect to CLC or CLTL. (d) Charter Documents; Evidence of Authorization. The Bank shall have received certified copies of (i) the articles or certificate (as applicable) of incorporation and bylaws of CLC and CLTL, and (ii) all corporate or other action taken by CLC and CLTL to authorize its execution, delivery and performance of the Loan Documents to which it is a party and to authorize the Loans hereunder, together with such other related papers as the Bank shall reasonably require. The Bank shall also have received good standing certificates of CLC and CLTL from their respective states of incorporation. (e) Legal Opinion. The Bank have received the favorable written opinion of counsel for CLC and CLTL, which opinion shall be addressed to the Bank, dated July 31, 1995, and in form and substance satisfactory to the Bank. (f) Incumbency. The Bank shall have received a certificate signed by the secretary or assistant secretary of each of CLC and CLTL, together with the true signature of such officer or officers of each such entity authorized to sign the Loan Documents on behalf of such entity, upon which the Bank shall be entitled to rely conclusively until it shall have received a further certificate of the appropriate secretary or assistant secretary amending the prior certificate and submitting the signature of the officer or officers named in the new certificate. (g) Note; Security Documents. The Bank shall have received duly executed and delivered copies of this Agreement (and all exhibits and schedules hereto), the Revolving Credit Note and the Security Credit Agreement, July 31, 1995 - 14 - Chemical Leaman Tank Lines, Inc. Documents, together with all instruments, financing statements and other documents then required to be delivered pursuant to each Security Document, in each instance in form and substance satisfactory to the Bank. (h) Other Closing Deliveries. The Bank shall have received copies of the Abbreviated Securities Certificate from the Pennsylvania Public Utility Commission, the certificates of insurance required pursuant to ss.5.6 hereof, and the financial information required pursuant to ss.2.6 hereof. (i) Other Documents. The Bank shall have received such additional documents or information as it may reasonably request. 4.2 Refunding Term Loan. The obligation of the Bank to make the Refunding Term Loan is, in addition to the other conditions stated herein (including those with respect to the Borrowing Base and the absence of any defaults), further conditioned upon receipt by the Bank of a request from CLTL for a Refunding Term Loan as provided in ss.1.6, the Refunding Term Note duly executed and delivered by CLTL, and copies of all consents, approvals or authorizations, each in form and substance reasonably acceptable to the Bank, of all governmental agencies and authorities which may be required in connection with the issuance of valid and enforceable Refunding Term Note. If the provisions of this ss.4.2 are not satisfied prior to the maturity of the Revolving Credit Loan, the Bank shall have no obligation to make the Refunding Term Loan and the Revolving Credit Loan will be immediately due and payable upon maturity. 4.3 Term Loan(s). The Bank shall have no obligation to make any Term Loan to CLTL as described in ss.1.1(c) or otherwise. If the Bank decides to make a Term Loan to CLTL as provided herein, such loan may, in addition to the other conditions stated herein (including those with respect to the absence of any defaults), be further conditioned upon such other terms and conditions as the Bank in its sole discretion may require at the time of the proposed Term Loan, including without limitation, delivery of a Term Note duly executed and delivered by CLTL and copies of all consents, approvals or authorizations, each in form and substance acceptable to the Bank, of all governmental agencies and authorities which may be required in connection with the issuance of valid and enforceable Term Note, and delivery of valid and binding first priority security interests in the collateral for each such Term Loan (including valid certificates of title to tractors). 5. Covenants CLC and CLTL agree that, so long as the Commitment remains in effect or any amount is outstanding under any Loan Document (including any Notes) remains unpaid: 5.1 Reporting Requirements. (a) Annual Financial Statements. As soon as available but in any event within 120 days after the end of each fiscal year, CLC will deliver to the Bank financial statements of CLC (on a consolidated basis including CLTL) for such fiscal year. "Financial statements" shall mean a balance sheet, a statement of earnings or loss, a statement of cash flows and a statement of changes in financial position for the fiscal year and the immediately preceding fiscal year in comparative form, and shall contain appropriate notes and be prepared in accordance with GAAP. All financial statements shall be on a consolidated basis and include consolidating information and shall be in reasonable detail. All annual financial statements shall be certified (without any qualification, exception or limiting statement or disclosure deemed material by the Bank) by Arthur Anderson & Co. or such other independent public accountants of nationally recognized standing who shall be acceptable to the Bank, which acceptance shall not be unreasonably withheld. Credit Agreement, July 31, 1995 - 15 - Chemical Leaman Tank Lines, Inc. (b) Quarterly Financial Statements. As soon as available but in any event within 60 days after the end of each of the first three fiscal quarters of each fiscal year, CLC and CLTL, respectively, will deliver to the Bank financial statements of CLC and CLTL (each on a consolidated basis) for such fiscal quarter. Said financial statements shall be accompanied by financial statements for the comparable period of the preceding fiscal year and in each instance the cumulative year to date. Quarterly financial statements shall be certified by the president, chief executive or chief financial officer of CLC or CLTL, as applicable, as being complete and correct in all material respects, subject to normal year-end audit adjustments. (c) Annual and Quarterly Default and Compliance Certificates. Each annual and quarterly financial statement will be accompanied by a certificate in substantially the form attached hereto as Exhibit 5 (the "Default and Compliance Certificate"), signed by the president, chief executive or chief financial officer of CLTL (in his capacity as president, chief executive or chief financial officer of CLTL and not personally) (i) stating whether in his opinion an Event of Default or event which with notice or lapse of time or both would become an Event of Default exists on the date of said certificate together with a statement of the details and action taken or to be taken if any such Event of Default or event exists and (ii) attaching an analysis of the extent to which CLTL is in compliance with the Financial Condition and Ratios set forth in ss.5.1 hereof. Each annual financial statement also will be accompanied by a statement of the firm of independent public accountants which reported on the statements of CLC and CLTL to the effect that in the course of, and based solely upon, their regular audit of the financial statements of CLC and CLTL nothing came to their attention which caused them to believe that on the date of such statements any Event of Default or event which with notice or lapse of time or both would become an Event of Default existed or, in the alternative, that such an Event of Default or event existed and setting forth the details thereof. (d) Monthly Borrowing Base Statements. Within 30 days after the end of each calendar month, CLTL will deliver to the Bank a borrowing base certificate in the form specified by the Bank from time to time (the "Borrowing Base Certificate"), signed by the chief executive or chief financial officer of CLTL, and dated the last day of such month, together with appropriate schedules reflecting the Revenue Equipment included in the Borrowing Base. (e) Interim Default Certificates. CLTL will deliver to the Bank forthwith upon the occurrence of any Event of Default or event which with notice or lapse of time or both would become an Event of Default a certificate signed by the president, chief executive or chief financial officer of CLTL stating the details and action taken or to be taken with respect thereto. (f) Other Statements and Reports. Promptly following request by the Bank, CLC and CLTL also will furnish such additional information, reports or statements as the Bank from time to time may reasonably request. 5.2 Financial Condition and Ratios. CLC and CLTL will maintain or cause to be maintained, as applicable, and CLTL agrees that this ss.5.2 will be deemed breached if CLC (on a consolidated basis) does not also maintain (as applicable), minimum financial conditions and ratios, as follows: (a) Borrowing Base. The aggregate principal amount of the Revolving Credit Loans, Term Loans and the face amount of all Letters of Credit outstanding hereunder (or the Refunding Term Loan, as applicable) shall not at any time exceed the Borrowing Base; provided, however, that this covenant shall not be deemed breached if, with respect to any time such aggregate amount exceeds said level, within five Business Days after Credit Agreement, July 31, 1995 - 16 - Chemical Leaman Tank Lines, Inc. the earlier of (i) the date CLTL first has knowledge of such breach, (ii) the date of the next Borrowing Base Certificate disclosing the existence of such breach, or (iii) the delivery of the annual appraisal of the Equipment provided in ss.7(c) of the Security Agreement, dated July 31, 1995, executed by CLTL in favor of the Bank, disclosing the existence of such breach, a prepayment of the Revolving Credit Loan, Term Loan or the Refunding Term Loan, as applicable, shall be made in an amount sufficient to assure continued compliance with this covenant in the future. "Appraised Value" shall mean that value determined annually on or about July 1 of each year by an independent appraiser of recognized standing who shall be selected by CLTL with the consent of the Bank (which consent shall not be unreasonably withheld) as the aggregate of the fair market values of each item of Revenue Equipment listed on Schedule A to the Security Agreement as such schedule shall exist at the time of the annual appraisal. Appraised value shall be adjusted at the time any item of Revenue Equipment is withdrawn or added to Schedule A during the course of each year with the fair market value of deletions and additions to be determined in good faith by CLTL at the time of the deletion or addition on a basis consistent with that employed by the appraisal in connection with the most recent annual appraisal, provided, however, if the Bank shall object to the value placed on any deletion or addition the fair market value of any deletion shall be that placed on the item of Revenue Equipment being withdrawn at the time of the most recent annual appraisal and the proposed addition shall have no value for this purpose until a valuation is completed for such item of Revenue Equipment at the time of the next annual appraisal. "Borrowing Base" shall mean an amount equal to the sum of 75% of the aggregate Appraised Value of all Revenue Equipment. "Revenue Equipment" shall mean all CLTL's trucks, tractors, trailers and similar equipment described in Schedule A to the Security Agreement dated July 31, 1995 by CLTL in favor of the Bank, as such Schedule A shall have been or be amended or supplemented from time to time; provided, however, that the term Revenue Equipment shall not include any trucks, tractors, trailers or similar equipment financed by a Term Loan, even if such item of equipment is listed on such Schedule A for purposes of granting a lien on such equipment to the Bank. (b) Current Ratio. A Current Ratio of CLTL which is not at any time less than 1.25:1. "Current Ratio" for CLTL shall mean the ratio of its Current Assets to its Current Obligations, exclusive of the current portion of long term liabilities. "Current Assets" and "Current Obligations" shall mean, respectively, all assets or liabilities of CLTL which would, in accordance with GAAP, be classified as current assets or current liabilities, as applicable; provided, however, that the term Current Assets shall exclude any cash or cash equivalents which for any reason is restricted and not currently usable to pay Current Obligations, and the term Current Obligations shall exclude CLTL's obligations under (i) the notes issued by it in connection with Accounts Receivable Funding Documents, or (ii) the Associates Loan. Credit Agreement, July 31, 1995 - 17 - Chemical Leaman Tank Lines, Inc. "Accounts Receivable Funding Documents" shall mean that certain Receivables Contribution and Purchase Agreement dated as of May 14, 1993 among CLC, CLTL, QSI and Pickering Way together with a Pooling and Servicing Agreement dated as of May 14, 1993 among CLC, Pickering Way and Fidelity Bank, National Association, as Trustee, and all other documents and agreements referred to therein, as amended from time to time. (c) Tangible Net Worth. Tangible Net Worth at any time of not less than $21,000,000 in the case of CLC and $30,000,000 in the case of CLTL. "Tangible Net Worth" shall mean Tangible Assets less total liabilities shown on the balance sheet. "Tangible Assets" shall mean total assets, (i) excluding patents, copyrights, capitalized research and development costs, goodwill, operating rights and other intangible assets on a consolidated basis, and (ii) in the case of CLC, including in stockholders' equity the book value of all outstanding Series A preferred stock. (d) Liabilities to Tangible Net Worth. A ratio of Total Liabilities to Tangible Net Worth (as defined above) which is not at any time more than 5.50:1 in the case of CLC and 3.40:1 in the case of CLTL. "Total Liabilities" shall mean (i) the total liabilities shown on the balance sheet, plus (ii) to the extent not shown on such balance sheet, the value of all leases, including all operating leases discounted to present value at the rate of return which the lessee will pay on each lease, less (iii) the amount of all subordinated debt, the terms of which are acceptable to the Bank in its sole discretion. (e) Debt Coverage. A ratio of Current Income to Adjusted Current Obligations of CLC which is not at any time less than 1.00:1. In calculating this ratio, Current Income and Current Obligations shall be determined for each period based on the actual Current Income and Current Obligations for the preceding four fiscal quarters. "Current Income" with respect to CLC shall mean its (i) consolidated net income for the fiscal period, plus (ii) depreciation deducted during the period and amounts added to or subtracted from, as applicable, any reserve for deferred tax liability during the period, minus (iii) any dividends or distributions paid or declared during the period. "Adjusted Current Obligations" with respect to CLC shall mean, as applicable, (i) the amount of all its obligations maturing within the next succeeding 365 days, excluding its obligations under the Associates Loan, the Revolving Credit Loan, the notes issued by it in connection with Accounts Receivable Funding Documents and any Letter of Credit issued as contemplated herein, plus (ii) 20% of the principal balance outstanding under the Associates Loan and 25% of the principal balance of the Revolving Credit Loan and all such Letters of Credit. (f) Interest Coverage. A ratio of EBITD plus interest expense to interest expense of CLC which is not at any time less than 2.75:1. In calculating this ratio, EBITD and interest expense shall be determined for each period based on the actual EBITD and interest expense for the preceding four fiscal quarters. Credit Agreement, July 31, 1995 - 18 - Chemical Leaman Tank Lines, Inc. "EBITD" with respect to CLC shall mean its consolidated net income, before taxes, interest expense, depreciation and extraordinary items. 5.3 Performance of Loan Documents; Further Assurances. CLC and CLTL each will duly and punctually perform each and every obligation under each Loan Document to which it is a party and execute and deliver all such other and further instruments, and do and perform all such further acts and things as the Bank may reasonably request to confirm to the Bank the rights and benefits of any security interests therein granted. 5.4 Compliance with Laws. CLC and CLTL each will comply in all material respects with all applicable laws, rules, regulations and orders of any governmental authority to which it may be subject, including but not limited to the payment and discharge of all taxes, assessments and governmental charges upon it, its income and its assets and properties prior to the dates on which penalties are attached thereto, except to the extent such compliance shall be contested in good faith and by appropriate proceedings and for which adequate reserves have been established in accordance with GAAP. 5.5 Maintenance of Assets; Permits, Licenses, Etc. CLC and CLTL each will maintain and preserve all its assets necessary for the proper conduct of its business in good working order and condition, ordinary wear and tear excepted, and will continue to possess all material permits, licenses, franchises, trademarks, copyrights, and patents necessary to the conduct of its business as conducted or as proposed to be conducted. 5.6 Insurance. CLTL shall keep and maintain all of its property and assets fully covered by insurance with reputable and financially sound insurance companies against such hazards and in such amounts as is customary in the industry and reasonably satisfactory to the Bank (including up to $2,000,000 of self-insurance), under policies requiring the insurer to furnish thirty (30) days' prior notice to the Bank and opportunity to cure any non-payment of premiums prior to termination of coverage; and furnish the Bank with certificates of such insurance and cause the Bank to be named as and additional insured and the loss payee thereof, as its interest may appear. 5.7 Environmental Matters. (a) CLC and CLTL each shall comply in all material respects with all the Environmental Control Statutes, and the provisions and requirements of all franchises, permits, certificates of compliance and approvals issued by regulatory authorities thereunder and other like grants of authority held by it; and shall notify the Bank immediately in detail of any actual or alleged failure to comply with or perform, or any breach, violation or default under, any such laws or regulations or under the terms of any of such franchises or licenses, grants of authority, or of the occurrence or existence of any facts, events or circumstances which with the passage of time, the giving of notice, or both, could create such a breach, violation or default or could occasion the termination of any of such franchises or grants of authority, where any such failure, breach, violation or default could have a Material Adverse Effect on CLTL. "Material Adverse Effect," for purposes of this ss.5.7(a) shall mean any event or condition which, which is reasonably likely to exceed $500,000 or result in termination of any material business operations. (b) CLC or CLTL (as applicable) shall notify the Bank when, in connection with the conduct of its business or operations, any person, the Environmental Protection Agency or any state or local agency provides oral or written notification to it with regard to an actual or imminently threatened removal, spill, Credit Agreement, July 31, 1995 - 19 - Chemical Leaman Tank Lines, Inc. release or discharge of hazardous or toxic wastes, substances or petroleum products when such notice specifies that CLC or CLTL is liable for costs of remedying the Release and liability therefore could have a Material Adverse Effect on CLC or CLTL; and CLC or CLTL (as applicable) shall notify the Bank in detail immediately upon the receipt by it of an assertion of liability under any of the Environmental Control Statutes, any actual or alleged failure to comply with or perform, breach, violation or default under any such laws or regulations or under the terms of any of such franchises or grants of authority, or of the occurrence or existence of any facts, events or circumstances which with the passage of time, the giving of notice, or both, could create such a breach, violation or default or could occasion the termination of any of such franchises or grants of authority, where any such failure, breach, violation or default could have a Material Adverse Effect on CLC or CLTL. 5.8 ERISA. CLC and CLTL each shall comply in all material respects with the provisions of ERISA to the extent applicable to any Plan. Neither CLC nor CLTL shall incur any material accumulated funding deficiency (within the meaning of ERISA and the regulations thereunder), or any material liability to the PBGC established by ERISA) or not permit any "reportable event" (as defined in ERISA) or other event to occur which may indicate that its Plans are not sound or which may be the basis for PBGC to assert a material liability against it or which may result in the imposition of a lien on its properties or assets; and notify the Bank in writing promptly after it has come to the attention of senior management of CLC or CLTL (as applicable) of the assertion or threat of any "reportable event," the existence of any "reportable threat" or other event which may indicate that a Plan is not sound or may be the basis for PBGC to assert a material liability against it or impose a lien on CLTL's or CLC's properties or assets. 5.9 Corporate Existence. CLC and CLTL each shall maintain itself in good standing as a business corporation under the jurisdiction of its incorporation and qualify and remain qualified to do business in all jurisdictions where the nature of the business it transacts or the character of the assets or properties owned or leased by it makes such qualification necessary. 5.10 Books and Records. CLC and CLTL each shall keep adequate records and books of account in which complete and correct entries will be made in accordance with GAAP, reflecting all its financial transactions. CLC and CLTL each shall permit the Bank, or the representative of the Bank, to examine and make copies of and abstracts from its records and books of account, visit its properties, and discuss its affairs, finances, assets and accounts with any of its officers, directors or other executives. 5.11 Merger; Purchase or Sale of Assets. Neither CLC nor CLTL will (a) dissolve, (b) adopt or enter into any plan or agreement of liquidation, or (c) enter into any merger or consolidation with or acquire all or substantially all of the assets of any other person unless the surviving entity shall be CLC or CLTL (as applicable). CLTL will not sell or otherwise suffer a transfer of any shares of its capital stock to any person other than the current holder thereof. 5.12 Equipment. CLTL will grant to the Bank and the Bank shall continue to have a valid, perfected first lien on and security interest in all equipment set forth in Schedule A to the Security Agreement dated July 31, 1995, as provided in such agreement. 5.13 Acquisitions and Investments. CLTL shall not (a) purchase or otherwise acquire any part or amount of the capital stock or assets of, or make any investments in, any other firm or corporation not related to its present business, except for (i) CLT and Pickering Way, (ii) as permitted by ss.5.14 hereof and (iii) Permitted Investments, (b) enter into any new business activities or ventures not directly related to its present Credit Agreement, July 31, 1995 - 20 - Chemical Leaman Tank Lines, Inc. business, or (c) create any new subsidiary corporations or partnerships. The term "Permitted Investments" shall mean (i) investments in commercial paper maturing in 180 days or less from the date of issuance which is rated A1 or better by Standard & Poor's Corporation or P1 or better by Moody's Investors Services, Inc.; (ii) investments in direct obligations of the United States of America or obligations of any agency thereof which are guaranteed by the United States of America, provided that such obligations mature within twelve months of the date of acquisition thereof; and (iii) investments in certificates of deposit maturing within one year from the date of acquisition thereof issued by a bank or trust company organized under the laws of the United States or any state thereof, having capital, surplus and undivided profits aggregating at least $1,000,000,000 and the long-term deposits of which are rated A1 or better by Moody's Investors Services, Inc. or the equivalent by Standard & Poor's Corporation. 5.14 Loans; Advances. CLTL shall not make any additional loans or advances to others, except that CLTL may make loans and advances to (a) its Subsidiaries, CLC and CLC's Subsidiaries in an aggregate amount not to exceed $28,000,000 at any time outstanding, and (b) its owner/operators (who are individuals) in an aggregate amount not to exceed $100,000 at any time outstanding. 5.15 Guarantees. CLTL shall not create, incur, assume or in any manner become liable upon any guarantee of indebtedness or other obligations at any time outstanding in excess of $5,000,000 in the aggregate. 5.16 Use of Proceeds. CLTL shall not use any of the proceeds of the Revolving Credit Loan, any Letter of Credit, any Term Loan or the Refunding Term Loan, as applicable, directly or indirectly, to purchase or carry margin securities within the meaning of Regulation U of the Board of Governors of the Federal Reserve System, or engage as its principal business in the extension of credit for purchasing or carrying such securities for equipment purchases and general corporate purposes. 6. Default 6.1 Events of Default. CLTL shall be in default if any one or more of the following events (each an "Event of Default") occurs: (a) Principal or Interest. CLTL (i) fails to pay any installment of principal of or interest on any Note issued by it in connection herewith within five (5) days after the date it is due and payable (whether at maturity, upon acceleration, by notice of intention to prepay, or otherwise), or (ii) fails to pay within ten (10) days after the date it is due and payable any other amount payable under any Loan Document to which it is a party. (b) No Notice Covenants. Either CLTL or CLC fails to observe or perform any covenant or agreement contained in Sections 5.2, 5.7, 5.9, 5.10, 5.11, 5.12, 5.13, 5.15 or 5.16 hereof without regard to whether or not any notice of such failure has been given by the Bank. (c) 10 Day Notice Covenants. Either CLTL or CLC fails to observe or perform any covenant or agreement contained in Sections 5.1, 5.6, 5.8 or 5.14 hereof for 10 days after the earlier of the following to occur: (i) written notice thereof has been given by the Bank specifying the default and requiring that it be remedied, and (ii) senior management of CLC or CLTL becomes aware of the default. Credit Agreement, July 31, 1995 - 21 - Chemical Leaman Tank Lines, Inc. (d) 30 Day Notice Covenants. Either CLC or CLTL fails to observe or perform any covenant or agreement contained herein or in any other Loan Document, other than those contemplated in clauses (a), (b) and (c) above, for 30 days after the earlier of the following to occur: (i) written notice thereof has been given by the Bank specifying the default and requiring that it be remedied, and (ii) senior management of CLC or CLTL becomes aware of the default. (e) Representations and Warranties. Any representation or warranty made by either CLC or CLTL in any Loan Document or any statement or representation made in any certificate, report or opinion delivered in connection with any Loan Document shall prove to have been incorrect in any material respect when made. (f) Cross Default. Any obligation of any of CLC or CLTL to any person for payment of money borrowed, in excess of $1,000,000, is not paid when due, or becomes or is declared to be due and payable prior to its stated maturity or any event of default shall have occurred the effect of which will permit the holder of any such obligation to demand payment of such obligation prior to its stated maturity, or any obligation of any of CLC or CLTL under any lease, in excess of $1,000,000 in the aggregate for all leases, whether operating or capital in nature, shall be in default the effect of which will permit the lease to be terminated or money damages to be collected. (g) Bankruptcy, Etc. Any of CLC or CLTL is dissolved or liquidated, makes an assignment for the benefit of creditors, files a voluntary petition in bankruptcy, is adjudicated insolvent or bankrupt, petitions or applies to any tribunal for any receiver or trustee, commences any proceeding relating to itself under any bankruptcy, reorganization, readjustment of debt, dissolution or liquidation law or statute of any jurisdiction, has commenced against it any such proceeding which remains undismissed for a period of 60 days, indicated its consent to, approval of or acquiescence in any such proceeding or any receiver of or trustee for any of CLC or CLTL or any substantial part of the property of any of them is appointed or any of CLC or CLTL suffers any such receivership or trusteeship to continue undischarged for a period of 60 days. (h) Judgments. Any judgments against any of CLC or CLTL or any attachments against any of CLC's or CLTL's assets or property for amounts in excess of $1,000,000 in the aggregate remain unpaid, unstayed on appeal, undischarged, unbonded and undismissed for a period of 60 days. (i) ERISA. Any Reportable Event (as such term is defined in ERISA) or any other fact or circumstance which the Bank in good faith determines constitutes ground for the termination of any employee benefit plan maintained for employees of CLC or CLTL and covered by Title IV of ERISA or grounds for the appointment by an appropriate United States District Court of a trustee to administer any such plan, shall have occurred and be continuing for five days, or any such plan shall be terminated within the meaning of such Title IV, or a trustee shall be appointed by the appropriate United States District Court to administer such plan or the Pension Benefit Guaranty Corporation shall institute proceedings to terminate any such plan or to appoint a trustee to administer such plan, if upon the termination of the plan or plans with respect to which any of the foregoing events shall have occurred there is or would be, in the reasonable judgment of the Bank, a material resultant liability of CLC or CLTL. (j) Ownership of CLC. Mr. David R. Hamilton, Mr. George McFadden, Mr. John McFadden and the Estate of Joseph C. Szabo, the members of their immediate families, and trusts they control for the benefit of the members of their immediate families, shall own, in the aggregate, beneficially and of record, less than thirty percent (30%) of the outstanding common stock of CLC. Credit Agreement, July 31, 1995 - 22 - Chemical Leaman Tank Lines, Inc. (k) Material Adverse Change. There occurs a Material Adverse Change with respect to CLC or CLTL. (l) Associates Loan. There occurs an Event of Default under, and as defined in, the Revolving Credit Agreement, dated November 30, 1990, (such Revolving Credit Agreement, together with all the Loan Documents referred to therein, as amended from time to time, collectively the "Associates Loan"), or the revolving credit facility thereunder is converted into a term loan. (m) Accounts Receivable Funding Documents. There occurs a Termination Event under any of the Accounts Receivable Funding Documents (capitalized terms used in this clause (m) and not defined in this Agreement shall have the meanings assigned to them in the Accounts Receivable Funding Documents). THEN and in every such event other than those specified in clauses (f) and (j) above, the Bank may, in its sole discretion, terminate the Commitment (the date of such termination being a Termination Date as defined in ss.1.1) and declare the Notes together with accrued interest thereon and all other amounts payable under any Loan Document to be, and the same shall thereupon become, due and payable without presentment, demand, protest or other notice of any kind, all of which are hereby waived by CLTL. Upon the occurrence of any event specified in clause (f) above, the Commitment shall automatically terminate and the Notes together with accrued interest thereon and all other amounts payable under any Loan Document shall immediately be due and payable without presentment, demand, protest or other notice of any kind, all of which are hereby waived by CLTL. Upon the occurrence of any event specified in clause (j) above, the Bank may, in its sole discretion, immediately and without any lapse of time reduce the Commitment to the aggregate principal amount of the Revolving Credit Loan then outstanding, and upon the continuance of such event, the Bank may, in its sole discretion, terminate the Commitment and declare the Notes together with accrued interest thereon and all other amounts payable under any Loan Document to be, and the same shall thereupon become, due and payable without presentment, demand, protest or other notice of any kind, all of which are hereby waived by CLC and CLTL. Upon the occurrence of an Event of Default, in addition to the rights set forth above, the Bank shall have the immediate right to enforce or realize on any collateral security granted to it in any manner or order it deems expedient without regard to any equitable principles of marshalling or otherwise. In addition to any rights granted hereunder or in any of the other Loan Documents, the Bank shall have all the rights and remedies granted by applicable law, all of which shall be cumulative in nature. 7. Miscellaneous 7.1 Waiver. No failure or delay on the part of the Bank in exercising any right, power or remedy under any Loan Document shall operate as a waiver thereof; nor shall any single or partial exercise of any such right, power or remedy preclude any other or further exercise thereof or the exercise of any other right, power or remedy under any Loan Document. The remedies provided under the Loan Documents are cumulative and not exclusive of any remedies provided by law or equity. 7.2 Amendments. No amendment, modification, termination or waiver of any Loan Document or any provision thereof nor any consent to any departure by CLC or CLTL therefrom shall be effective unless the same shall have been approved by the Bank, be in writing and be signed by the Bank and then any such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given. No notice to or demand on CLC or CLTL shall entitle CLC or CLTL to any other or further notice or demand in similar or other circumstances. Credit Agreement, July 31, 1995 - 23 - Chemical Leaman Tank Lines, Inc. 7.3 Governing Law. The Loan Documents and all rights and obligations of the parties thereunder shall be governed by and be construed and enforced in accordance with the laws of the Commonwealth of Pennsylvania. CLC and CLTL each hereby consents to the jurisdiction of the courts of such state in any action or proceeding which may be brought against it under or in connection with any Loan Document, and in the event any such action or proceeding shall be brought against it, CLC and CLTL each agrees not to raise any objection to such jurisdiction or to the laying of the venue thereof in such state. 7.4 Assignment. (a) The provisions of each Loan Document shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns; provided, however, that no party other than the Bank may assign or otherwise transfer any of its rights under any Loan Document without the prior written consent of the Bank. (b) No person not a party to any Loan Document is intended to be benefitted thereby. 7.5 Severability. Any provision of any Loan Document which is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without affecting the validity or enforceability of the remainder of such Loan Document or the enforceability of such provision in any other jurisdiction. 7.6 Captions. Captions in the Loan Documents are included for convenience of reference only and shall not constitute a part of any Loan Document for any other purpose. 7.7 Notices. All notices, requests, demands, directions, declarations and other communications between the Bank, CLC and CLTL provided for in any Loan Document shall, except as otherwise expressly provided, be mailed by registered or certified mail, return receipt requested, or telegraphed, or sent by facsimile transmission or delivered in hand to the applicable party at its address indicated by its signature on the signature page hereto. The foregoing shall be effective when deposited in the mails, postage prepaid, addressed as aforesaid and shall whenever sent by telegram or facsimile or delivered in hand be effective when received. Any party may change its address by a communication in accordance herewith. 7.8 Set-Off. CLC and CLTL each agrees, to the fullest extent each may effectively do under applicable law, that the Bank may exercise rights of set-off or counterclaim and other rights as a direct creditor of CLC or CLTL, as applicable. 7.9 Indemnification. CLTL agrees to indemnify the Bank from and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses and disbursements of any kind or nature whatsoever which may be imposed on, incurred by or asserted against the Bank in any way relating to or arising out of this Agreement or any other Loan Document or any action taken or omitted to be taken by the Bank hereunder or thereunder; provided that CLTL shall not be liable for any portion of such liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements resulting from the gross negligence or willful misconduct of the Bank. 7.10 Expenses of the Bank. CLTL will from time to time reimburse the Bank on demand for all reasonable costs and expenses (including the reasonable fees and expenses of legal counsel) in connection with the preparation of the Loan Documents, the making of any advances, the ordinary administration of the Loan Credit Agreement, July 31, 1995 - 24 - Chemical Leaman Tank Lines, Inc. Documents, including all out-of-pocket expenses incurred by the Bank with respect to obtaining, amending or releasing certificates of title, the enforcement of the Loan Documents and auditing CLTL's books and records. 7.11 Counterparts; Effectiveness. This Agreement and any amendment hereto or waiver hereof may be signed in any number of counterparts, each of which shall be an original, with the same effect as if the signatures thereto and hereto were upon the same instrument. This Agreement and any amendments hereto or waivers hereof shall become effective when the Bank shall have received signed counterparts or notice by telecopy of the signature page that the counterpart has been signed and is being delivered to the Bank. 7.12 1993 Agreement Superseded. This Agreement shall become the entire agreement of the parties hereto and shall supersede and replace in all respects the 1993 Agreement and all other agreements, written or oral, between or among CLC, CLTL and the Bank. IN WITNESS WHEREOF, CLTL and the Bank have caused this Agreement to be executed by their proper corporate officers thereunto duly authorized as of the day and year first above written. CHEMICAL LEAMAN TANK LINES, INC. By: /S/ THOMAS D. SCHUBERT Name: Thomas D. Schubert Title: Vice President Notices To: Mr. David M. Boucher Chemical Leaman Tank Lines 102 Pickering Way Lionville, PA 19341-0200 FAX No. (610) 363-4233 Credit Agreement, July 31, 1995 - 25 - Chemical Leaman Tank Lines, Inc. CORESTATES BANK, N.A. By: /S/ DAVID D'ANTONIO Name: David D'Antonio Title: Vice President Notices To: Mr. David D'Antonio Vice President CoreStates Bank, N.A. Transportation, Leasing and Equipment Finance Services FC 1-3-19-21 1500 Market Street West Tower P.O. Box 7558 Philadelphia, PA 19101-7558 FAX No. (215) 786-7704 CLC HAS SIGNED BELOW FOR THE PURPOSE OF CONFIRMING THE REPRESENTATIONS AND WARRANTIES SET FORTH IN THIS AGREEMENT AND AGREEING TO THE COVENANTS CONTAINED HEREIN. CHEMICAL LEAMAN CORPORATION By: /S/ DAVID M. BOUCHER Name: David M. Boucher Title: Senior Vice President and Chief Financial Officer Notices To: Mr. David M. Boucher Senior Vice President and Chief Financial Officer Chemical Leaman Corporation 102 Pickering Way Lionville, PA 19341-0200 FAX No. (610) 363-4233 Credit Agreement, July 31, 1995 - 26 - Chemical Leaman Tank Lines, Inc. REFERENCE TABLE OF DEFINITIONS DEFINITION PAGE DEFINED 1993 Agreement.................................................................1 Accounts Receivable Funding Documents.........................................19 Accumulated funding deficiency................................................11 Adjusted Current Obligations..................................................20 Adjusted Libor Rate............................................................6 Agreement......................................................................1 Appraised Value...............................................................18 Associates Loan...............................................................24 Bank...........................................................................1 Base Rate......................................................................6 Borrowing Base................................................................18 Borrowing Base Certificate....................................................17 Business Day...................................................................2 CLC............................................................................1 CLT............................................................................1 CLTL...........................................................................1 Code..........................................................................11 Commitment.....................................................................1 Commitment Fee.................................................................3 Commitment Period..............................................................1 Current Assets................................................................19 Current Income................................................................19 Current Obligations...........................................................19 Current Ratio.................................................................18 Default and Compliance Certificate............................................17 Default Rate...................................................................9 EBITD.........................................................................20 Employee benefit plans........................................................11 Employee pension benefit plans................................................11 Environmental Control Statutes................................................13 EPA...........................................................................14 ERISA.........................................................................11 Event of Default..............................................................22 Federal Funds Rate.............................................................6 Financial statements..........................................................16 GAAP..........................................................................12 Indebtedness..................................................................13 Interest Period................................................................6 Letter of Credit...............................................................2 Libor Rate.....................................................................6 Loan Document.................................................................10 Loan Documents................................................................10 Loan Request...................................................................3 Credit Agreement, July 31, 1995 - 27 - Chemical Leaman Tank Lines, Inc. Loans..........................................................................1 London Business Day............................................................6 Margin stock..................................................................12 Material Adverse Change.......................................................12 Material Adverse Effect.......................................................11 Material Adverse Effect,......................................................21 Multiemployer plan............................................................11 Multiemployer plans...........................................................11 Note..........................................................................10 Notes.........................................................................10 Permitted Investments.........................................................22 Pickering Way..................................................................1 Plans.........................................................................11 Prime Rate.....................................................................6 Prohibited transaction........................................................11 QSI............................................................................1 Refunding Term Loan............................................................4 Refunding Term Note............................................................4 Regulation D...................................................................7 Release.......................................................................14 Reportable event..............................................................11 Reportable event,.............................................................11 Reserve........................................................................7 Reserve Percentage.............................................................7 Revenue Equipment.............................................................18 Revolving Credit Loans.........................................................1 Revolving Credit Note..........................................................3 Security Documents............................................................14 Subsidiary....................................................................13 Tangible Assets...............................................................19 Tangible Net Worth............................................................19 Term Loan Note.................................................................3 Term Loan Rate.................................................................8 Term Loans.....................................................................2 Termination Date...............................................................1 Total Liabilities.............................................................19 Withdrawal....................................................................11 Credit Agreement, July 31, 1995 - 28 - Chemical Leaman Tank Lines, Inc. EXHIBIT 1 Revolving Credit Note $12,500,000 July 31, 1995 Philadelphia, PA For Value Received, CHEMICAL LEAMAN TANK LINES, INC., a Delaware corporation ("CLTL"), hereby promises to pay to the order of CORESTATES BANK, N.A., a national banking association (the "Bank"), the principal amount of TWELVE MILLION FIVE HUNDRED THOUSAND DOLLARS ($12,500,000), or so much thereof as shall have been advanced by the Bank as the Revolving Credit Loan under the Credit Agreement hereinafter referred to and shall then be outstanding. This Note is the Revolving Credit Note referred to in, is entitled to the benefits of and is secured by certain security interests referred to in the Credit Agreement (as such may be amended from time to time, the "Credit Agreement"), dated July 31, 1995, between CLTL and the Bank. Capitalized terms used herein and not defined shall have the meanings assigned to them in the Credit Agreement. Payments of principal shall be made as provided in the Credit Agreement. CLTL promises to pay interest on the aggregate unpaid principal amount of the Revolving Credit Loan on the dates and at the rate or rates provided for in the Credit Agreement and as elected by them pursuant to loan requests delivered pursuant to ss.1.3 of the Credit Agreement. The Credit Agreement also contains provisions for the acceleration of the maturity hereof upon the happening of certain events and also for payments of principal prior to the maturity hereof upon the terms and conditions specified therein. The principal of and interest on this Note is payable in full on the Termination Date (as defined in the Credit Agreement) unless the maturity hereof is accelerated under the terms of the Credit Agreement. All such payments of principal and interest shall be made in lawful money of the United States in immediately available funds at the office of the Bank, Broad and Chestnut Streets, Philadelphia, Pennsylvania. This Note shall be governed by and construed and enforced in accordance with the laws of the Commonwealth of Pennsylvania. In addition to and not in limitation of the foregoing and the provisions of the Credit Agreement, CLTL further agrees, subject only to any limitation imposed by applicable law, to pay all reasonable expenses, including reasonable attorneys' fees and legal expenses, incurred by the holder of this Note in endeavoring to collect any amounts payable hereunder which are not paid when due, whether by acceleration or otherwise. Presentment for payment, demand, protest, dishonor and notice of dishonor are hereby waived. IN WITNESS WHEREOF, and intending to be legally bound hereby, CLTL has caused this Note to be executed by its duly authorized officer as of the day and year first above written. CHEMICAL LEAMAN TANK LINES, INC. By: /S/ THOMAS D. SCHUBERT Title: Vice President EXHIBIT 2 Term Note $[00,000,000] _________, 19__ Philadelphia, PA For Value Received, CHEMICAL LEAMAN TANK LINES, INC., a Delaware corporation ("CLTL"), hereby promises to pay to the order of CORESTATES BANK, N.A., a national banking association, (the "Bank"), the principal amount of [insert amount] DOLLARS ($[00,000,000]). This Note is a Term Note as referred to in, is entitled to the benefits of and is secured by certain security interests referred to in the Credit Agreement (as such may be amended from time to time, the "Credit Agreement"), dated July 31, 1995, between CLTL and the Bank. Capitalized terms used herein and not defined shall have the meanings assigned to them in the Credit Agreement. CLTL promises to pay interest on the unpaid principal amount of this Note at the annual rate of [insert rate] percent ([ ]%) per annum subject to increase upon the occurrence and continuance of an Event of Default as provided for in the Credit Agreement. The Credit Agreement also contains provisions for the acceleration of the maturity hereof upon the happening of certain events and also for payments of principal prior to the maturity hereof upon the terms and conditions specified in the Credit Agreement. The principal of and interest on this Note is payable in [insert number] equal monthly installments of principal plus interest accrued to the date of each payment payable on the [insert day] day of each month hereafter unless the maturity hereof is accelerated under the terms of the Credit Agreement. All such payments of principal and interest shall be made in lawful money of the United States in immediately available funds at the office of CoreStates Bank at Broad and Chestnut Streets, Philadelphia, PA 19101. This Note shall be governed by and construed and enforced in accordance with the laws of the Commonwealth of Pennsylvania. In addition to and not in limitation of the foregoing and the provisions of the Credit Agreement, CLTL further agrees, subject only to any limitation imposed by applicable law, to pay all reasonable expenses, including reasonable attorneys' fees and legal expenses, incurred by the holder of this Note in endeavoring to collect any amounts payable hereunder which are not paid when due, whether by acceleration or otherwise. Presentment for payment, demand, protest, dishonor and notice of dishonor are hereby waived. IN WITNESS WHEREOF, and intending to be legally bound hereby, CLTL has caused this Note to be executed by its duly authorized officer as of the day and year first above written. CHEMICAL LEAMAN TANK LINES, INC. By:_____________________________ Title: EXHIBIT 3 Request for Revolving Credit Loan In accordance with ss.1.3(a) of the Credit Agreement (as amended from time to time, the "Credit Agreement"), dated July 31, 1995, between CHEMICAL LEAMAN TANK LINES, INC. ("CLTL") and CORESTATES BANK, N.A., CLTL hereby requests a Revolving Credit Loan under the Credit Agreement. On the date hereof and as of the date of the requested Revolving Credit Loan, CLTL represents, warrants and certifies that: (1) the proposed date of the requested Revolving Credit Loan advance is _______________, 19___; (2) the amount of the requested Revolving Credit Loan advance is $___________________; (3) the interest rate option which CLTL elects to apply to the requested Revolving Credit Loan advance is the __________ Rate [with an Interest Period of _____ months]1. (4) all conditions precedent to the issuance of a Revolving Credit Loan advance contained in the Credit Agreement are satisfied on the date hereof and as of the date of the requested Revolving Credit Loan advance after giving effect to such Revolving Credit Loan advance and the application of proceeds therefrom; (5) the representations and warranties set forth in the Credit Agreement are true and correct as if made on the date hereof and as of the date of the requested Revolving Credit Loan advance after giving effect to such Revolving Credit Loan advance and the application of proceeds therefrom; and (6) immediately before the making of the Revolving Credit Loan advance and immediately after giving effect to such Revolving Credit Loan advance and the application of proceeds therefrom, no Event of Default or event which with the passage of time or the giving of notice or both would constitute an Event of Default has occurred, will be caused by the Revolving Credit Loan advance, or is then continuing. Capitalized terms used herein which are not defined herein shall have the respective meanings set forth in the Credit Agreement. - -------- 1 In the case of an Adjusted LIBOR Rate Loan. IN WITNESS WHEREOF, CLTL by its duly authorized officer, has executed this Request for a Revolving Credit Loan advance this _____ day of ______________________, 19____. CHEMICAL LEAMAN TANK LINES, INC. By:___________________________ Title: Credit Agreement, July 31, 1995 - 2 - Chemical Leaman Tank Lines, Inc. EXHIBIT 4 Refunding Term Note $[00,000,000] , 19 -------------- Philadelphia, PA For Value Received, CHEMICAL LEAMAN TANK LINES, INC., a Delaware corporation ("CLTL"), hereby promises to pay to the order of CORESTATES BANK, N.A., a national banking association, (the "Bank"), the principal amount of [insert amount] DOLLARS ($[00,000,000]). This Note is the Refunding Term Note referred to in, is entitled to the benefits of and is secured by certain security interests referred to in the Credit Agreement (as such may be amended from time to time, the "Credit Agreement"), dated July 31, 1995, between CLTL and the Bank. Capitalized terms used herein and not defined shall have the meanings assigned to them in the Credit Agreement. Payments of principal shall be made as provided in the Credit Agreement. CLTL promises to pay interest on the aggregate unpaid principal amount of the Refunding Term Loan on the dates and at the rate or rates provided for in the Credit Agreement. The Credit Agreement also contains provisions for the acceleration of the maturity hereof upon the happening of certain events upon the terms and conditions specified therein. The principal of and interest on this Note is payable in forty-eight (48) equal consecutive monthly installments of principal plus interest accrued to the date of each payment payable on the first day of each month commencing with the first such date following the date hereof, provided that such first payment shall not be due less than fifteen (15) days following the date hereof, unless the maturity hereof is accelerated under the terms of the Credit Agreement. All such payments of principal and interest shall be made in lawful money of the United States in immediately available funds at the office of the Bank, Broad and Chestnut Streets, Philadelphia, Pennsylvania. This Note shall be governed by and construed and enforced in accordance with the laws of the Commonwealth of Pennsylvania. In addition to and not in limitation of the foregoing and the provisions of the Credit Agreement, CLTL further agrees, subject only to any limitation imposed by applicable law, to pay all reasonable expenses, including reasonable attorneys' fees and legal expenses, incurred by the holder of this Note in endeavoring to collect any amounts payable hereunder which are not paid when due, whether by acceleration or otherwise. Presentment for payment, demand, protest, dishonor and notice of dishonor are hereby waived. IN WITNESS WHEREOF, and intending to be legally bound hereby, CLTL has caused this Note to be executed by its duly authorized officer as of the day and year first above written. CHEMICAL LEAMAN TANK LINES, INC. By:_____________________________ Title: EXHIBIT 5 Default and Compliance Certificate The undersigned, [president, chief executive or chief financial officer] of Chemical Leaman Tank Lines, Inc. does hereby certify that as of this date there exists no Event of Default as defined under the Credit Agreement dated July 31, 1995, as such has been amended from time to time (the "Credit Agreement"), between Chemical Leaman Tank Lines, Inc. and CoreStates Bank, N.A., or does there exist any event which with notice or lapse of time or both would become an Event of Default. Further, the undersigned does hereby certify the accuracy of the attached analysis of the extent to which Chemical Leaman Tank Lines, Inc. is in compliance with the Financial Condition and Ratios set forth in ss.5.1 of the Credit Agreement. ------------------------------------------ [Name] [Title] DATE:_________________ CHEMICAL LEAMAN TANK LINES, INC. CREDIT AGREEMENT Financial Condition and Ratios (ss.5.2) ss.5.2(a) BORROWING BASE - CLTL REQUIREMENT: aggregate principal amount of the Revolving Credit Loans, Term Loans and the face amount of all Letters of Credit outstanding (or the Refunding Term Loan, as applicable) shall not exceed 75% of aggregate Appraised Value of all Revenue Equipment. At [date], aggregate Appraised Value (75%) = $ ============= less: Revolving Credit Loans $____________ Term Loans $____________ Letters of Credit (face amount) ____________ Refunding Term Loan ____________ Total $ ============ NET AVAILABILITY $____________ ss.5.2(b) CURRENT RATIO - CLTL REQUIREMENT: Current Assets (excluding cash and cash equivalents which for any reason are restricted and not currently usable to pay Current Obligations) to Current Obligations (excluding current portion of long term liabilities) must equal or exceed 1.25:1. Current Assets $____________ less: cash and cash equivalents which are restricted and not currently usable to pay Current Obligations $____________ ============ Current Obligations $____________ less: obligations under the notes issued by CLTL in connection with Accounts Receivable Funding Documents or the Associates Loan $____________ ============ CURRENT RATIO ____________ Credit Agreement, July 31, 1995 - 1 - Chemical Leaman Tank Lines, Inc. ss.5.2(c) TANGIBLE NET WORTH REQUIREMENT: CLC - Not less than $21,000,000. Tangible Net Worth at [date] = $ ============ REQUIREMENT: CLTL - Not less than $30,000,000. Tangible Net Worth at [date] = $ =========== ss.5.2(d) TOTAL LIABILITIES TO TANGIBLE NET WORTH REQUIREMENT: CLC - Not in excess of 5.50 to 1 (liabilities include value of operating leases). Total Liabilities (shown on balance sheet excluding operating lease "obligations") = $____________ plus: Operating lease "obligations" $____________ Any other leases (to the extent not shown on balance sheet) $____________ less: Subordinated Debt (if any) $____________ Total Liabilities $ ============ Tangible Net Worth $ ============ RATIO OF TOTAL LIABILITIES TO TANGIBLE NET WORTH ============ REQUIREMENT: CLTL - Not in excess of 3.40 to 1 (liabilities include value of operating leases). Total Liabilities (shown on balance sheet excluding operating lease "obligations") = $____________ plus: Operating lease "obligations" $____________ Any other leases (to the extent not shown on balance sheet) $____________ less: Subordinated Debt (if any) $____________ Total Liabilities $ ============ Tangible Net Worth $ ============ RATIO OF TOTAL LIABILITIES TO TANGIBLE NET WORTH ============ Credit Agreement, July 31, 1995 - 2 - Chemical Leaman Tank Lines, Inc. ss.5.2(e) DEBT COVERAGE REQUIREMENT: CLC - ratio of Current Income to Adjusted Current Obligations of not less than 1.00:1 for the preceding four fiscal quarters. Current Income: [IDENTIFY PERIOD] Net income $______________ + depreciation _______________ + additions to any reserve for deferred tax liabilities _______________ - dividends or distributions paid or declared ( ) --------------- - reductions to any reserve for deferred tax liabilities ( ) --------------- CURRENT INCOME $ =============== Adjusted Current Obligations: Obligations due within next succeeding 365 days: Associates Loan (outstanding balance) $_______________ x 0.20 Amount of Associates Loan deemed due within the next succeeding 365 days $ [1] =============== CoreStates Revolving Credit Loans and Letters of Credit (aggregate balance) $_______________ x 0.25 Amount of CoreStates Revolving Credit Loans and Letters of Credit deemed due within next 365 days $ [2] ================ All other obligations (excluding equipment obligations) due within next succeeding 365 days $ [3] ============== Total ([1]+[2]+[3]) _______________ ADJUSTED CURRENT OBLIGATIONS _______________ $ =============== RATIO OF CURRENT INCOME TO CURRENT OBLIGATIONS ---------------
Credit Agreement, July 31, 1995 - 3 - Chemical Leaman Tank Lines, Inc. ss.5.2(f) INTEREST COVERAGE REQUIREMENT: CLC - a ratio of EBITD (as defined) to interest expense not less than 2.75:1. EBITD means consolidated net income, before taxes, interest expense, depreciation and extraordinary items. [IDENTIFY PERIOD] Net income $____________ Taxes ____________ Interest expense ____________ Depreciation ____________ Extraordinary Items _____________ EBIDT $ ============= Interest expense $ ============= RATIO OF EBIDT TO INTEREST EXPENSE =============
Credit Agreement, July 31, 1995 - 4 - Chemical Leaman Tank Lines, Inc. SCHEDULE 2.11 Indebtedness See Attached. SCHEDULE 2.12 Capital Stock See Attached. AMENDMENT NO. 1 to Credit Agreement Amendment No. 1, dated May 31, 1996, (herein called the "AMENDMENT") to Credit Agreement, dated July 31, 1995, (herein called the "AGREEMENT") by and between CHEMICAL LEAMAN TANK LINES, INC., a Delaware corporation (herein called "CLTL") and CORESTATES BANK, N.A., a national banking association (herein called the "BANK"). All capitalized terms used herein and not otherwise defined shall have the respective meanings ascribed to them in the Agreement. Preliminary Statement WHEREAS, CLTL has requested that a new Termination Date be established 61 days immediately following the existing Termination Date as contemplated by ss.1.1(a) of the Agreement. WHEREAS, the Bank agrees to the request of CLTL on the terms and conditions set forth herein. NOW, THEREFORE, in consideration of the premises and promises hereinafter set forth and intending to be legally bound hereby, the parties hereto agree as follows: 1. Section 1.1 of the Agreement. The date "May 31, 1996" set forth in the first sentence of ss.1.1 of the Agreement is hereby deleted and shall be and hereby is replaced by the date "July 31, 1996." 2. Representations and Warranties. CLTL hereby restates the representations and warranties made in the Agreement, including but not limited to Article 2 thereof, on and as of the date hereof as if originally given on this date. 3. Covenants. CLTL hereby represents and warrants that it is in compliance and has complied with each and every covenant set forth in the Agreement, including but not limited to Article 5 thereof, on and as of the date hereof. 4. Proceedings, Instruments, Etc. All proceedings and actions taken on or prior to the date hereof in connection with this Amendment and all instruments incident thereto and hereto shall be in form and substance satisfactory to the Bank, and the Bank shall have received copies of all documents that it may request in connection with such proceedings, actions and transactions (including, without limitation, (i) certified resolutions of the Board of Directors of CLTL and Chemical Leaman Corporation authorizing the execution and delivery of this Amendment, and (ii) incumbency certificates specifying the officer(s) of CLTL and Chemical Leaman Corporation duly authorized to execute and deliver this Amendment). 5. Affirmation. CLTL hereby affirms its absolute and unconditional promise to pay to the Bank the Loans and all other amounts due under the Agreement and any other Loan Document on the maturity date(s) provided in the Agreement or any other Loan Document, as such documents may be amended hereby. 6. Effect of Amendment. This Amendment amends the Agreement only to the extent and in the manner herein set forth, and in all other respects the Agreement is ratified and confirmed. Amendment No. 1 to Credit Agreement - 1 - May 31, 1996 7. Counterparts. This Amendment may be signed in any number of counterparts, each of which shall be an original, with the same effect as if the signatures hereto were upon the same instrument. IN WITNESS WHEREOF, the parties hereto have each caused this Amendment to be duly executed by their duly authorized representatives as of the date first above written. 102 Pickering Way CHEMICAL LEAMAN TANK LINES, INC. Lionville, PA 19353 Attn: David M. Boucher Senior Vice President Chief Financial Officer By: /s/ Philip J. Ringo ----------------------- Name: Title: Transportation Leasing and CORESTATES BANK, N.A. Construction Industry Services FC 1-8-11-24 1339 Chestnut Street By: /s/ Howard M. Snyder Philadelphia, PA 19107 ------------------------ Attn: Howard M. Snyder Name: Title: The undersigned, as guarantor of the obligations of CLTL under and in connection with the Agreement, hereby acknowledges the foregoing Amendment to said Agreement as indicated above and affirms its absolute and unconditional obligations as set forth in the Guarantee Agreement dated July 31, 1995. 102 Pickering Way CHEMICAL LEAMAN CORPORATION Lionville, PA 19353 Attention: Dated: May 31, 1996 By: /s/ David M. Boucher ----------------------- Name: Title: Amendment No. 1 to Credit Agreement - 2 - May 31, 1996 AMENDMENT NO. 2 to Credit Agreement Amendment No. 2, dated July 31, 1996, (herein called the "AMENDMENT") to Credit Agreement, dated July 31, 1995, (herein called the "AGREEMENT") by and between CHEMICAL LEAMAN TANK LINES, INC., a Delaware corporation (herein called "CLTL") and CORESTATES BANK, N.A., a national banking association (herein called the "BANK"). All capitalized terms used herein and not otherwise defined shall have the respective meanings ascribed to them in the Agreement. Preliminary Statement WHEREAS, CLTL has requested that a new Termination Date be established and that certain other modifications be made to the Agreement as hereinafter set forth. WHEREAS, the Bank agrees to the requests of CLTL on the terms and conditions set forth herein. NOW, THEREFORE, in consideration of the premises and promises hereinafter set forth and intending to be legally bound hereby, the parties hereto agree as follows: 1. Section 1.1 of the Agreement. The date "July 31, 1996" set forth in the first sentence of ss.1.1 of the Agreement is hereby deleted and shall be and hereby is replaced by the date "January 1, 1998." 2. Section 1.9 of the Agreement. The phrase "prepayment of an Adjusted Libor Rate Loan or" set forth in the second sentence of ss.1.9 of the Agreement is hereby deleted and shall be and hereby is replaced by the phrase "prepayment of any Loan based upon an Adjusted Libor Rate." 3. Section 1.11(b) of the Agreement. ss.1.11(b) of the shall be and hereby is amended and restated in its entirety to be as follows: "(b) Interest Rate Election. At CLTL's election in accordance with the provisions of ss.1.3 hereof, each advance under the Revolving Credit Loan shall bear interest on the outstanding principal amount thereof from the date of the advance at (i) the Base Rate plus the Applicable Base Rate Margin set forth in the table below, such rate to change when and as the Base Rate changes, or (ii) the Adjusted Libor Rate plus the Applicable Libor Margin set forth in the table below. In the event CLTL shall fail to make an interest rate election, the advance to be made shall bear interest as provided in clause (i) of this ss.1.11(b). Amendment No. 2 to Credit Agreement - 1 - July 31, 1996 "APPLICABLE BASE RATE MARGIN" and "APPLICABLE LIBOR MARGIN" shall mean the percentages as listed in the following table based on the Leverage Ratio at the date of determination. Leverage Ratio Applicable Base Applicable Libor Rate Margin Margin Greater than 5.0:1 3/4% 300 basis points Equal to or less than 5.0:1 1/2% 275 basis points The term "LEVERAGE RATIO" shall mean the ratio of Total Liabilities to Tangible Net Worth as those terms are defined in ss.5.2(c) and (d) of this Agreement." 4. Section 5.2(a) of the Agreement. ss.5.2(a) of the Agreement shall be and hereby is amended to add a definition of Adjusted Appraised Value and to amend and restate, in its entirety, the definitions of Appraised Value and Borrowing Base as follows: ""Adjusted Appraised Value" shall mean the Appraised Value multiplied by a percentage which shall be 100% through September 30, 1996 and which shall thereafter reduce by 2% as of the first day of each calendar quarter thereafter. For example, the percentage shall be 98% during the period October 1, 1996 through December 31, 1996; the percentage shall be 96% during the period January 1, 1997 through March 31, 1997; the percentage shall be 94% during the period April 1, 1997 through June 30, 1997; and so on. "Appraised Value" shall mean (a) that value determined annually on or about July 1 of each year by an independent appraiser of recognized standing who shall be selected by CLTL with the consent of the Bank (which consent shall not be unreasonably withheld) as the aggregate of the fair market values of each item of Revenue Equipment listed on Schedule A to the Security Agreement as such schedule shall exist at the time of the annual appraisal other than Revenue Equipment set forth in Exhibit 6 to the Agreement and (b) the values of the items of Revenue Equipment as set forth in said Exhibit 6 to the Agreement. Appraised value shall be adjusted at the time any item of Revenue Equipment is withdrawn or added to Schedule A during the course of each year with the fair market value of deletions and additions to be the value of each item of Revenue Equipment as such is listed on the most recent annual appraisal for items other than items listed in Exhibit 6 and at the amounts listed for items listed in said Exhibit 6. In the event an item of Revenue Equipment to be added to Schedule A is not listed on the most recent annual appraisal, the fair market value of such addition shall be determined in good faith by CLTL at the time of the addition on a basis consistent with that employed by the appraiser in connection with the most recent annual appraisal, provided, however, if the Bank shall object to the value placed on any such addition the proposed addition shall have no value for this purpose until a valuation is completed for such item at the time of the next annual appraisal. Amendment No. 2 to Credit Agreement - 2 - July 31, 1996 "Borrowing Base" shall mean an amount equal to the sum of 80% of the aggregate Adjusted Appraised Value of all Revenue Equipment." 5. Section 5.2(d) of the Agreement. The first sentence of ss.5.2(d) of the Agreement shall be and hereby is amended in its entirety to be as follows: "(d) Liabilities to Tangible Net Worth. A ratio of Total Liabilities to Tangible Net Worth (as defined above) which is not at any time more than the following: Dates CLC CLTL On or before June 29, 1997 7.0:1 3.6:1 June 30, 1997 through December 30, 1997 6.5:1 3.6:1 December 31, 1997 through June 29, 1998 5.8:1 3.6:1 June 30, 1998 through December 30, 1998 5.5:1 3.6:1 On or after December 31, 1998 5.0:1 3.6:1" 6. Section 5.14 of the Agreement. ss.5.14 of the Agreement shall be and hereby is amended and restated in its entirety to be as follows: "5.14 Loans; Advances. CLTL shall not make any loans or advances to others, except that CLTL may make loans and advances to (a) its Subsidiaries, CLC and CLC's Subsidiaries in an aggregate amount not to exceed $28,000,000 at any time outstanding, and (b) its owner/operators (who are individuals) in an aggregate amount not to exceed $100,000 at any time outstanding. Neither CLC nor CLTL shall make any loans or advances, directly or indirectly, to, nor refinance any loan or advance to, any shareholder of CLC after July 31, 1996 in excess of $1,000,000. Any loan to any person purchasing capital stock of CLC or CLTL in exchange for the delivery of a promise to pay and not involving the delivery of any cash or asset of the selling corporation shall not be deemed a loan or advance for purposes of this ss.5.14." 7. Exhibit 5 to the Agreement. The reference to the Financial Condition and Ratios in the form of Default and Compliance Certificate set forth as Exhibit 5 to the Agreement shall be changed from "ss.5.1" to "ss.5.2", and the form of the analysis of compliance with the Financial Condition and Ratios set forth in ss.5.2 to be attached to said Default and Compliance Certificate shall set forth the requirements and analysis of each subsection of ss.5.2 of the Agreement in conformity with ss.5.2 as it shall exist at the time of submission. 8. Exhibit 6 to the Agreement. A new exhibit to be named Exhibit 6 shall be deemed added to the Agreement hereby which exhibit shall consist of the listing of certain Revenue Equipment acquired from Ott Plastics Corporation which also sets forth a value for each item of Revenue Equipment, all as set forth in Exhibit 6 attached hereto. 9. Representations and Warranties. CLTL hereby restates the representations and warranties made in the Agreement, including but not limited to Article 2 thereof, on and as of the date hereof as if originally given on this date. Amendment No. 2 to Credit Agreement - 3 - July 31, 1996 10. Covenants. CLTL hereby represents and warrants that it is in compliance and has complied with each and every covenant set forth in the Agreement, including but not limited to Article 5 thereof, on and as of the date hereof. 11. Security Agreement, ss.3(c). The Bank hereby waives the requirement set forth in ss.3(c) of the Security Agreement, dated July 31, 1995, executed by CLTL in favor of the Bank, that a schedule of the Equipment in form satisfactory to the Bank be delivered to it not later than the thirtieth day of each month for so long as CLTL shall deliver such schedule of Equipment to the Bank on each June 30th and December 31st beginning December 31, 1996. 12. Proceedings, Instruments, Etc. All proceedings and actions taken on or prior to the date hereof in connection with this Amendment and all instruments incident thereto and hereto shall be in form and substance satisfactory to the Bank, and the Bank shall have received copies of all documents that it may request in connection with such proceedings, actions and transactions (including, without limitation, (i) certified resolutions of the Board of Directors of CLTL and Chemical Leaman Corporation authorizing the execution and delivery of this Amendment, and (ii) incumbency certificates specifying the officer(s) of CLTL and Chemical Leaman Corporation duly authorized to execute and deliver this Amendment). 13. Affirmation. CLTL hereby affirms its absolute and unconditional promise to pay to the Bank the Loans and all other amounts due under the Agreement and any other Loan Document on the maturity date(s) provided in the Agreement or any other Loan Document, as such documents may be amended hereby. 14. Effect of Amendment. This Amendment amends the Agreement only to the extent and in the manner herein set forth, and in all other respects the Agreement is ratified and confirmed. 15. Counterparts. This Amendment may be signed in any number of counterparts, each of which shall be an original, with the same effect as if the signatures hereto were upon the same instrument. IN WITNESS WHEREOF, the parties hereto have each caused this Amendment to be duly executed by their duly authorized representatives as of the date first above written. 102 Pickering Way CHEMICAL LEAMAN TANK LINES, INC. Lionville, PA 19353 Attn: David M. Boucher Senior Vice President Chief Financial Officer By: /s/ Philip J. Ringo -------------------------- Name: Philip J. Ringo Title: President Amendment No. 2 to Credit Agreement - 4 - July 31, 1996 Transportation Leasing and CORESTATES BANK, N.A. Construction Industry Services FC 1-8-11-24 1339 Chestnut Street By: /s/ Howard M. Snyder Philadelphia, PA 19107 -------------------- Attn: David D'Antonio Name: Howard M. Snyder Title: Commericial Officer The undersigned, as guarantor of the obligations of CLTL under and in connection with the Agreement, hereby acknowledges the foregoing Amendment to said Agreement as indicated above and affirms its absolute and unconditional obligations as set forth in the Guarantee Agreement dated July 31, 1995. 102 Pickering Way CHEMICAL LEAMAN CORPORATION Lionville, PA 19353 Attention: Dated: July 31, 1996 By: /s/ David M. Boucher ------------------------- Name: David M. Boucher Title: Senior Vice President Amendment No. 2 to Credit Agreement - 5- July 31, 1996 AMENDMENT NO. 3 to Credit Agreement Amendment No. 3, dated November 22, 1996, (herein called the "AMENDMENT") to Credit Agreement, dated July 31, 1995, (herein called the "AGREEMENT") by and between CHEMICAL LEAMAN TANK LINES, INC., a Delaware corporation (herein called "CLTL") and CORESTATES BANK, N.A., a national banking association (herein called the "BANK"). All capitalized terms used herein and not otherwise defined shall have the respective meanings ascribed to them in the Agreement. Preliminary Statement WHEREAS, CLTL has requested that ss.5.2(d) of the Agreement be amended to relax the Liabilities to Tangible Net Worth test with respect to CLC through December 30, 1996 as hereinafter set forth. WHEREAS, the Bank agrees to the request of CLTL on the terms and conditions set forth herein. NOW, THEREFORE, in consideration of the premises and promises hereinafter set forth and intending to be legally bound hereby, the parties hereto agree as follows: 1. Section 5.2(d) of the Agreement. The first sentence of ss.5.2(d) of the Agreement shall be and hereby is amended in its entirety to be as follows: "(d) Liabilities to Tangible Net Worth. A ratio of Total Liabilities to Tangible Net Worth (as defined above) which is not at any time more than the following: Dates CLC CLTL On or before December 30, 1997 8.0:1 3.6:1 December 31, 1997 through June 29, 1998 7.0:1 3.6:1 June 30, 1998 through December 30, 1998 6.5:1 3.6:1 On or after December 31, 1998 6.0:1 3.6:1" 2. Representations and Warranties. CLTL hereby restates the representations and warranties made in the Agreement, including but not limited to Article 2 thereof, on and as of the date hereof as if originally given on this date. 3. Covenants. CLTL hereby represents and warrants that it is in compliance and has complied with each and every covenant set forth in the Agreement, including but not limited to Article 5 thereof, on and as of the date hereof. 4. Proceedings, Instruments, Etc. All proceedings and actions taken on or prior to the date hereof in connection with this Amendment and all instruments incident thereto and hereto shall be in form and substance satisfactory to the Bank, and the Bank shall have received copies of all documents that it may request in connection with such proceedings, actions and transactions (including, without limitation, (i) certified resolutions Amendment No. 3 to Credit Agreement - 1 - November 22, 1996 of the Board of Directors of CLTL and Chemical Leaman Corporation authorizing the execution and delivery of this Amendment, and (ii) incumbency certificates specifying the officer(s) of CLTL and Chemical Leaman Corporation duly authorized to execute and deliver this Amendment). 5. Affirmation. CLTL hereby affirms its absolute and unconditional promise to pay to the Bank the Loans and all other amounts due under the Agreement and any other Loan Document on the maturity date(s) provided in the Agreement or any other Loan Document, as such documents may be amended hereby. 6. Effect of Amendment. This Amendment amends the Agreement only to the extent and in the manner herein set forth, and in all other respects the Agreement is ratified and confirmed. 7. Counterparts. This Amendment may be signed in any number of counterparts, each of which shall be an original, with the same effect as if the signatures hereto were upon the same instrument. IN WITNESS WHEREOF, the parties hereto have each caused this Amendment to be duly executed by their duly authorized representatives as of the date first above written. 102 Pickering Way CHEMICAL LEAMAN TANK LINES, INC. Lionville, PA 19353 Attn: David M. Boucher Senior Vice President Chief Financial Officer By: /s/ Thomas D. Schubert -------------------------- Name: Thomas D. Schubert Title: Vice President Transportation Leasing and CORESTATES BANK, N.A. Construction Industry Services FC 1-8-11-24 1339 Chestnut Street Philadelphia, PA 19107 Attn: Amos N. Beason By: /s/ Amos N. Beason ------------------------ Name: Amos N. Beason Title: Assistant Vice President Amendment No. 3 to Credit Agreement - 2 - November 22, 1996 The undersigned, as guarantor of the obligations of CLTL under and in connection with the Agreement, hereby acknowledges the foregoing Amendment to said Agreement as indicated above and affirms its absolute and unconditional obligations as set forth in the Guarantee Agreement dated July 31, 1995. 102 Pickering Way CHEMICAL LEAMAN CORPORATION Lionville, PA 19353 Attention: Dated: November 22, 1996 By: /s/ David M. Boucher --------------------------- Name: David M. Boucher Title: Senior Vice President Amendment No. 3 to Credit Agreement - 3 - November 22, 1996 AMENDMENT NO. 4 to Credit Agreement Amendment No. 4, dated January 13, 1997, (herein called the "AMENDMENT") to Credit Agreement, dated July 31, 1995, (herein called the "AGREEMENT") by and between CHEMICAL LEAMAN TANK LINES, INC., a Delaware corporation (herein called "CLTL") and CORESTATES BANK, N.A., a national banking association (herein called the "BANK"). All capitalized terms used herein and not otherwise defined shall have the respective meanings ascribed to them in the Agreement. Preliminary Statement WHEREAS, CLTL has requested that the Agreement be amended to include, as Collateral and for the purpose of the Borrowing Base, certain life insurance policies listed in Exhibit 7 attached hereto which are to be assigned by CLTL and CLC to the Bank as security for the payment, promptly when due, and the punctual performance of all of the Liabilities (as defined in the Security Agreement referred to in the Agreement). WHEREAS, the Bank agrees to the request of CLTL on the terms and conditions set forth herein. NOW, THEREFORE, in consideration of the premises and promises hereinafter set forth and intending to be legally bound hereby, the parties hereto agree as follows: 1. Section 2.15 of the Agreement. A new Section 2.15 shall hereby be deemed added to the Agreement which shall be as follows: "2.15 Life Insurance Policy Collateral. CLTL or CLC, as applicable, is the absolute owner of each life insurance policy listed in Exhibit 7 attached hereto (the "Life Insurance Policy Collateral") and the information set forth in Exhibit 7 with respect to each policy is true and correct as of the date of this Amendment; further, (i) each policy is in full force and effect, (ii) no default, lien or other encumbrance exists with respect to any policy, (iii) all premiums owed under each policy have been paid when due, (iv) no policy loan, borrowing or debt exists with respect to any policy, (v) CLTL or CLC has not been notified of the death of any person listed in the column "Insured Life" in Exhibit 7, (vi) no policy has been assigned to any person other than CLTL or CLC, and (vii) CLTL or CLC, as applicable, has full and unrestricted legal authority to assign, transfer, set over and deliver to the Bank, and such assignment will have the effect of transferring, setting over and conveying to the Bank, ownership of each policy free and clear of any liens, encumbrances, or security interests whatsoever, to the full extent of CLTL's or CLC's interest in said policy, the value of which interest in each policy is at least equal to the amount set forth in the column "Net Cash Surrender Value 12.31.96" in Exhibit 7." 2. Section 3.1 of the Agreement. Section 3.1 of the Agreement shall be and hereby is amended in its entirety to be as follows: "3.1 Security Documents. As security for the punctual payment in full of all installments of principal, interest, fees and other amounts payable under any Loan Document, the Bank shall (i) continue to have a valid, perfected first lien on and security interest in the Collateral (as that term is defined in the Security Agreement, dated July 31, 1995, executed by CLTL in favor of the Bank, which agreement amends and restates the Amended and Restated Amendment No. 4 to Credit Agreement - 1 - January 13, 1997 Equipment Security Agreement, dated May 14, 1993, executed by CLTL in favor of the Bank), and (ii) have and continue to have a valid, perfected first lien on and security interest in the Life Insurance Policy Collateral as assignee under an assignment of each life insurance policy as collateral on the appropriate forms for such an assignment. As additional security for said obligations, the Bank shall have the rights and benefits specified in (a) the Guarantee Agreement, dated July 31, 1995, executed by CLC in favor of the Bank, which agreement amends and restates the Amended and Restated Guarantee Agreement, dated May 14, 1993, executed by CLC in favor of the Bank, and (b) the Pledge Agreement, dated July 31, 1995, executed by CLC in favor of the Bank, which agreement amends and restates the Amended and Restated Pledge Agreement, dated May 14, 1993, executed by CLC in favor of the Bank (all the documents referred to in this ss.3.1 are collectively referred to herein as the "Security Documents")." 3. Section 3.2 of the Agreement. Section 3.2 of the Agreement shall be and hereby is amended in its entirety to be as follows: "3.2 Release of Collateral. Upon the payment in full of the entire principal balance, and any interest, fees and other amounts payable under all Loan Documents, the termination of the Commitments of the Bank and the cash collateralization of all Letters of Credit, the Bank shall release the lien and security interest of the Bank in the assets of CLTL and such other persons as specified in each of the Security Documents and shall do such things as are reasonably requested by CLTL to effect such release. At the election of CLTL and upon receipt of written notice to the Bank therefor, the Bank shall release the lien and security interest of the Bank in the Life Insurance Policy Collateral, provided that (i) no Event of Default or event, which with the giving of notice or the lapse of time or both, would constitute an Event of Default, shall exist immediately prior to such release or immediately following such release, and (ii) the request by CLTL for release of the Life Insurance Policy Collateral shall be for not less than all of the Life Insurance Policy Collateral then in effect." 4. Section 5.1(g) of the Agreement. A new Section 5.1(g) shall hereby be deemed added to the Agreement which shall be as follows: "5.1(g) Life Insurance Policy Collateral Report. Within 30 days after the end of each calendar quarter, CLTL will deliver to the Bank a letter report from each insurer (or each such insurer's authorized agent) that has written a policy which is part of the Life Insurance Policy Collateral setting forth the net cash surrender value of each such policy at the end of the previous calendar quarter, and certifying (i) the nonexistence of any loan, borrowing or debt with respect to each policy, (ii) whether the insurer has received notice of the death of an insured individual, (iii) the payment of all premiums due with respect to each policy, and (iv) whether each policy remains in full force and effect. In addition, CLTL shall immediately provide the Bank with copies of any and all notices, reports and correspondence received by it or CLC in respect of any of the policies." 5. Section 5.2(a) of the Agreement. Section 5.2(a) of the Agreement shall be and hereby is amended to amend and restate, in its entirety, the definition of Borrowing Base as follows: "Borrowing Base" shall mean an amount equal to the sum of (i) 80% of the aggregate Adjusted Appraised Value of all Revenue Equipment and (ii) the net cash surrender value of the Amendment No. 4 to Credit Agreement - 2 - January 13, 1997 Life Insurance Policy Collateral at December 31, 1996 for those policies which remain in effect at the date of the calculation of the Borrowing Base. 6. Section 5.17 of the Agreement. A new Section 5.17 shall hereby be deemed added to the Agreement which shall be as follows: "5.17 Life Insurance Policy Collateral. CLTL or CLC, as applicable, will pay when due all premiums and other amounts due in respect of each policy constituting a part of the Life Insurance Policy Collateral in order to maintain each such policy in full force and effect." 7. Exhibit 5 to the Agreement. Exhibit 5 to the Agreement shall be and hereby is amended and restated in its entirety to be as set forth in Exhibit 5 attached hereto. 8. Exhibit 7 to the Agreement. A new exhibit to be named Exhibit 7 shall be deemed added to the Agreement hereby which exhibit shall be as set forth in Exhibit 7 attached hereto. 9. Representations and Warranties. CLTL hereby restates the representations and warranties made in the Agreement, including but not limited to Article 2 thereof, on and as of the date hereof as if originally given on this date. 10. Covenants. CLTL hereby represents and warrants that it is in compliance and has complied with each and every covenant set forth in the Agreement, including but not limited to Article 5 thereof, on and as of the date hereof. 11. Proceedings, Instruments, Etc. All proceedings and actions taken on or prior to the date hereof in connection with this Amendment and all instruments incident thereto and hereto shall be in form and substance satisfactory to the Bank, and the Bank shall have received copies of all documents that it may request in connection with such proceedings, actions and transactions (including, without limitation, (i) certified resolutions of the Board of Directors of CLTL and CLC authorizing the execution and delivery of this Amendment, all assignments of life insurance policies as collateral and all related documents, (ii) incumbency certificates specifying the officer(s) of CLTL and CLC duly authorized to execute and deliver this Amendment), (iii) the legal opinion of Messrs. Pepper, Hamilton & Scheetz in form and substance satisfactory to the Bank and (iv) such other documents, matters, proceedings and actions as the Bank shall request). 12. Assignments of Life Insurance Policies. All assignments of life insurance policies written by Massachusetts Mutual Life Insurance Company ("MassMutual") and the Manufacturers Life Insurance Company ("ManuLife") shall be in the form and substance attached hereto as Attachments 1 (MassMutual split dollar policies and key person policies) and 2 (ManuLife policies), respectively. 13. Affirmation. CLTL hereby affirms its absolute and unconditional promise to pay to the Bank the Loans and all other amounts due under the Agreement and any other Loan Document on the maturity date(s) provided in the Agreement or any other Loan Document, as such documents may be amended hereby. 14. Effect of Amendment. This Amendment amends the Agreement only to the extent and in the manner herein set forth, and in all other respects the Agreement is ratified and confirmed. 15. Counterparts. This Amendment may be signed in any number of counterparts, each of which shall be an original, with the same effect as if the signatures hereto were upon the same instrument. Amendment No. 4 to Credit Agreement - 3 - January 13, 1997 IN WITNESS WHEREOF, the parties hereto have each caused this Amendment to be duly executed by their duly authorized representatives as of the date first above written. 102 Pickering Way CHEMICAL LEAMAN TANK LINES, INC. Lionville, PA 19353 Attn: David M. Boucher Senior Vice President Chief Financial Officer By: /s/ Thomas D. Schubert ------------------------- Name: Thomas D. Schubert Title: Vice President Transportation Leasing and CORESTATES BANK, N.A. Construction Industry Services FC 1-8-11-24 1339 Chestnut Street Philadelphia, PA 19107 Attn: David D'Antonio By: /s/ Amos N. Beason -------------------------- Name: Amos N. Beason Title: Assistant Vice President The undersigned, as guarantor of the obligations of CLTL under and in connection with the Agreement, hereby acknowledges the foregoing Amendment to said Agreement as indicated above and affirms its absolute and unconditional obligations as set forth in the Guarantee Agreement dated July 31, 1995. 102 Pickering Way CHEMICAL LEAMAN CORPORATION Lionville, PA 19353 Attention: Dated: January 13, 1997 By: /s/ David M. Boucher -------------------------- Name: David M. Boucher Title: Senior Vice President Amendment No. 4 to Credit Agreement - 4 - January 13, 1997 EXHIBIT 5 Default and Compliance Certificate The undersigned, [president, chief executive or chief financial officer] of Chemical Leaman Tank Lines, Inc. does hereby certify that as of this date there exists no Event of Default as defined under the Credit Agreement dated July 31, 1995, as such has been amended from time to time (the "Credit Agreement"), between Chemical Leaman Tank Lines, Inc. and CoreStates Bank, N.A., or does there exist any event which with notice or lapse of time or both would become an Event of Default. Further, the undersigned does hereby certify the accuracy of the attached analysis of the extent to which Chemical Leaman Tank Lines, Inc. is in compliance with the Financial Condition and Ratios set forth in ss.5.2 of the Credit Agreement. --------------------------------- [Name] [Title] DATE:_________________ CHEMICAL LEAMAN TANK LINES, INC. CREDIT AGREEMENT Financial Condition and Ratios (ss.5.2)
ss.5.2(a) BORROWING BASE - CLTL REQUIREMENT: aggregate principal amount of the Revolving Credit Loans, Term Loans and the face amount of all Letters of Credit outstanding (or the Refunding Term Loan, as applicable) shall not exceed the sum of (i) 80% of aggregate Appraised Value of all Revenue Equipment and (ii) the net cash surrender value of the Life Insurance Policy Collateral at December 31, 1996 for those policies which remain in effect at the date of the calculation of the Borrowing Base. At [date], aggregate Appraised Value (80%) = $________________ Net cash surrender value at December 31, 1996 of Life Insurance Policy Collateral = $________________ Total $ ================ less: Revolving Credit Loans $________________ Term Loans $_____________ Letters of Credit (face amount) ________________ Refunding Term Loan ________________ Total $ ================ NET AVAILABILITY $________________
ss.5.2(b) CURRENT RATIO - CLTL REQUIREMENT: Current Assets (excluding cash and cash equivalents which for any reason are restricted and not currently usable to pay Current Obligations) to Current Obligations (excluding current portion of long term liabilities) must equal or exceed 1.25:1.
Current Assets $________________ less: cash and cash equivalents which are restricted and not currently usable to pay Current Obligations - $________________ ================ Current Obligations $________________ less: obligations under the notes issued by CLTL in connection with Accounts Receivable Funding Documents or the Associates Loan - $________________ ================ CURRENT RATIO ________________
Amendment No. 4 to Credit Agreement - 1 - January 13, 1997 ss.5.2(c) TANGIBLE NET WORTH
REQUIREMENT: CLC - Not less than $21,000,000. Tangible Net Worth at [date] = $ ================ REQUIREMENT: CLTL - Not less than $30,000,000. Tangible Net Worth at [date] = $ ================
ss.5.2(d) TOTAL LIABILITIES TO TANGIBLE NET WORTH REQUIREMENT: CLC - Not in excess of 8.0 to 1 (on or before December 30, 1997), 7.0 to 1 (December 31, 1997 through June 29, 1998), 6.5 to 1 (June 30, 1998 through December 30, 1998) or 6.0 to 1 (on or after December 31, 1998). Liabilities include value of operating leases.
Total Liabilities (shown on balance sheet excluding operating lease "obligations") = $_________________ plus: Operating lease "obligations" $__________________ Any other leases (to the extent not shown on balance sheet) $__________________ less: Subordinated Debt (if any) $__________________ Total Liabilities $ ================= Tangible Net Worth $ ==================
RATIO OF TOTAL LIABILITIES TO TANGIBLE NET WORTH
REQUIREMENT: CLTL - Not in excess of 3.60 to 1 (liabilities include value of operating leases). Total Liabilities (shown on balance sheet excluding operating lease "obligations") = $_________________ plus: Operating lease "obligations" $_________________ Any other leases (to the extent not shown on balance sheet) $_________________ less: Subordinated Debt (if any) $_________________ Total Liabilities $ ================= Tangible Net Worth $ ================= RATIO OF TOTAL LIABILITIES TO TANGIBLE NET WORTH =================
Amendment No. 4 to Credit Agreement - 2 - January 13, 1997 ss.5.2(e) DEBT COVERAGE REQUIREMENT: CLC - ratio of Current Income to Adjusted Current Obligations of not less than 1.00:1 for the preceding four fiscal quarters.
Current Income: [IDENTIFY PERIOD] Net income $_______________ + depreciation ______________ + additions to any reserve for deferred tax liabilities _______________ - dividends or distributions paid or declared (_____________) - reductions to any reserve for deferred tax liabilities (_____________) CURRENT INCOME $ ============= Adjusted Current Obligations: Obligations due within next succeeding 365 days: Associates Loan (outstanding balance) $_______________ x 0.20 Amount of Associates Loan deemed due within the next succeeding 365 days $ [1] ================ CoreStates Revolving Credit Loans and Letters of Credit (aggregate balance) $_______________ x 0.25 Amount of CoreStates Revolving Credit Loans and Letters of Credit deemed due within next 365 days $ [2] ================ All other obligations (excluding equipment obligations) due within next succeeding 365 days $ [3] ================ Total ([1]+[2]+[3]) ______________ ADJUSTED CURRENT OBLIGATIONS _______________ $ ============== RATIO OF CURRENT INCOME TO CURRENT OBLIGATIONS --------------
Amendment No. 4 to Credit Agreement - 3 - January 13, 1997 ss.5.2(f) INTEREST COVERAGE REQUIREMENT: CLC - a ratio of EBITD (as defined) to interest expense not less than 2.75:1. EBITD means consolidated net income, before taxes, interest expense, depreciation and extraordinary items.
[IDENTIFY PERIOD] Net income $_______________ Taxes _______________ Interest expense _______________ Depreciation _______________ Extraordinary Items ______________ EBIDT $ =============== Interest expense $ ============= RATIO OF EBIDT TO INTEREST EXPENSE ===============
Amendment No. 4 to Credit Agreement - 4 - January 13, 1997 EXHIBIT 7 Life Insurance Policy Collateral
Owner of Insurer(1) Policy Policy Face Net Cash Surrender Insured Policy Number Value Value 12.31.96 Life - -------- --------- ------ ----------- ------------------ ------- CLC MMLIC 7 409 421 $100,000.00 $9,527.66 Denil, Peter CLC MMLIC 7 719 174 $25,000.00 $1,716.53 Denil, Peter CLC MMLIC 7 467 532 $150,000.00 $22,518.45 Kilcullen, J.J. CLC MMLIC 7 017 196 $150,000.00 $36,066.17 Montgomery, A. CLC MMLIC 7 026 814 $150,000.00 $36,193.57 Parkerson, E.C. CLC MMLIC 7 450 800 $100,000.00 $10,926.18 Payne, R.D. CLC MMLIC 7 108 025 $87,500.00 $32,404.36 Shearer, E.E. CLC MMLIC 7 381 116 $1,370,000.00 $249,034.25 Hamilton, D.R. CLC MMLIC 7 479 421 $430,000.00 $62,964.13 Kilcullen, J.J. CLC MMLIC 7 698 737 $194,000.00 $21,703.10 Kilcullen, J.J. CLC MMLIC 7 333 916 $325,000.00 $47,520.24 Parkerson, E.C. CLTL MF 4930909-9 $152,000.00 $20,038.66 Graham, C. CLTL MF 4904658-4 $271,000.00 $17,914.95 Fernald, C. CLTL MF 4904657-6 $167,000.00 $40,304.58 Littlepage, R. CLTL MF 4904656-8 $317,000.00 $68,007.42 Shertz, R. TOTAL $3,713,500.00 $676,840.25
(1) MMLIC = Massachusetts Mutual Life Insurance Company. MF = Manufacturers Life Insurance Company. EX-10.37 44 CONTRIBUTION AND PURCHASE AGREEMENT RECEIVABLES CONTRIBUTION AND PURCHASE AGREEMENT Dated as of May 14, 1993 Among Chemical Leaman Tank Lines, Inc. and Quala Systems, Inc. as the Sellers and Chemical Leaman Corporation as the Servicer and Pickering Way Funding Corp. as the Buyer TABLE OF CONTENTS Page ARTICLE 1 - DEFINITIONS ................................................ 1 SECTION 1.1 Defined Terms .............................................. 1 SECTION 1.2 Other Terms ................................................ 7 ARTICLE 2 - AGREEMENT TO SELL AND PURCHASE ............................. 8 SECTION 2.1 Purchase Facility .......................................... 8 SECTION 2.2 Purchase Price; Payment .................................... 9 SECTION 2.3 Initial Purchase; Capitalization ........................... 10 SECTION 2.4 Termination of the Agreement ............................... 10 SECTION 2.5 Settlement Procedures ...................................... 11 SECTION 2.6 Servicer Fee ............................................... 11 SECTION 2.7 Payments and Computations, Etc ............................. 11 ARTICLE 3 - CONDITIONS OF PURCHASES .................................... 12 SECTION 3.1 Purchase and Sale Procedures ............................... 12 SECTION 3.2 Conditions Precedent to Initial Purchase ................... 12 SECTION 3.3 Conditions Precedent to All Purchases ...................... 14 SECTION 3.4 Grant of Security Interest ................................. 14 SECTION 3.5 Non Assumption by the Buyer of Obligations ................. 15 ARTICLE 4 - REPRESENTATIONS AND WARRANTIES ............................. 15 SECTION 4.1 Representations and Warranties of the Sellers .............. 15 SECTION 4.2 Representations and Warranties of the Servicer ............. 21 ARTICLE 5 - COVENANTS .................................................. 22 SECTION 5.1 Covenants of the Sellers ................................... 22 SECTION 5.2 Buyer Covenant Regarding Sale Treatment .................... 27 SECTION 5.3 Servicer Covenants ......................................... 27 ARTICLE 6 - ADMINISTRATION AND COLLECTION .............................. 28 SECTION 6.1 Designation of Servicer .................................... 28 SECTION 6.2 Duties of Servicer ......................................... 29 SECTION 6.3 Rights of the Buyer ........................................ 30 SECTION 6.4 Responsibilities of the Seller ............................. 31 SECTION 6.5 Further Actions Evidencing Purchases ....................... 31 SECTION 6.6 Servicer Fee ............................................... 32 SECTION 6.7 Conflict ................................................... 32 ARTICLE 7 - PURCHASE PRICE ADJUSTMENT .................................. 33 -i- SECTION 7.1 Adjustment of Purchase Price ............................... 33 SECTION 7.2 Adjustment to Notes ........................................ 33 SECTION 7.3 Readjustment ............................................... 33 SECTION 7.4 Obligations Not Affected ................................... 33 ARTICLE 8 - TERMINATION ................................................ 34 SECTION 8.1 Termination Events ......................................... 34 SECTION 8.2 Consequences of a Termination Event ........................ 35 ARTICLE 9 - INDEMNIFICATION ............................................ 36 SECTION 9.1 Indemnities by the Sellers ................................. 36 ARTICLE 10 - MISCELLANEOUS ............................................. 37 SECTION 10.1 Amendments, Etc ........................................... 37 SECTION 10.2 Notices, Etc .............................................. 38 SECTION 10.3 Assignment ................................................ 39 SECTION 10.4 Survival .................................................. 39 SECTION 10.5 Costs, Expenses and Taxes ................................. 39 SECTION 10.6 No Proceedings ............................................ 40 SECTION 10.7 Holidays .................................................. 40 SECTION 10.8 No Implied Waiver; Cumulative Remedies .................... 40 SECTION 10.9 No Discharge .............................................. 41 SECTION 10.10 Severability ............................................. 41 SECTION 10.11 Governing Law ............................................ 41 SECTION 10.12 Prior Understandings ..................................... 41 SECTION 10.13 Set-off .................................................. 42 SECTION 10.14 Execution in Counterparts ................................ 42 -ii- This Receivables Contribution and Purchase Agreement is dated as of May 14, 1993, by and among CHEMICAL LEAMAN TANK LINES, INC., a Delaware corporation and QUALA SYSTEMS, INC., a Delaware corporation (jointly, the "Sellers" and individually each a "Seller"), CHEMICAL LEAMAN CORPORATION, a Delaware corporation (the "Servicer"), and PICKERING WAY FUNDING CORP., a Delaware corporation (the "Buyer"). WITNESSETH: WHEREAS, each of the Sellers generate in the ordinary course of their businesses trade receivables resulting from the sale of goods or extension of services to their customers on a credit basis; and WHEREAS, each of the Sellers desires to sell from time to time certain of its trade receivables, and the Buyer desires to purchase from time to time those trade receivables which satisfy its eligibility standards, all pursuant to the terms hereof; and WHEREAS, each of the Sellers desire to contribute a portion of the initial pool of receivables to Buyer as their equity contribution to, and capitalization of, Buyer as the sole shareholders of Buyer; NOW, THEREFORE, in consideration of the premises herein contained the parties hereto agree as follows: ARTICLE 1 DEFINITIONS SECTION 1.1 Defined Terms. For all purposes of this Agreement, except as otherwise provided herein capitalized terms not otherwise defined herein shall have the meanings assigned to such terms in the Pooling and Servicing Agreement. As used in this Agreement, the following terms shall have the following meanings (such meanings to be equally applicable to both the singular and plural forms of the terms defined): "Account Balance" means, for any Receivable, the unpaid balance thereof, as shown on the books and records of the Servicer and the appropriate Originator. -1- "Accounting Period" means, with respect to each Seller, each one of the twelve accounting periods in each of such Seller's fiscal years which are of varying terms but generally containing approximately 30 days; and, with respect to Receivables, includes Receivables relating to services performed or goods sold in such Accounting Period and recorded in the relevant Seller's financial statements within ten (10) days after the end of such Accounting Period as being a Receivable as of the end of such Period. "Affiliate" means, as to any Person, any other Person that, directly or indirectly, is in control of, is controlled by or is under common control with such Person. "Affiliated Obligor" means any Obligor that is an Affiliate of another Obligor. "Agreement" means this Receivables Contribution and Purchase Agreement, as the same may from time to time be amended, supplemented or otherwise modified in writing in accordance with the terms hereof. "Average Maturity" means with respect to any Accounting Period, the product of (a) the sum of the beginning and ending balances of the Pool Receivables during the immediately preceding Accounting Period divided by two and (b) the number of days in such immediately preceding Accounting Period divided by the aggregate principal balance of the Pool Receivables originated by such Seller during such immediately preceding Accounting Period. "Business Day" means any day other than a Saturday, Sunday, public holiday under the laws of the Commonwealth of Pennsylvania or other day on which banking institutions are authorized or obligated to close in the Commonwealth of Pennsylvania. "Buyer's Account" means the special account of the Buyer, or the Trustee on its behalf pursuant to the Pooling and Servicing Agreement, maintained at the Philadelphia office of CoreStates Bank, N.A (or its successor), or such other account or banking institution as selected by the Buyer or the Trustee from time to time upon written notice to Servicer. "Buyer Notes" means the subordinated promissory notes of Buyer payable to the Sellers as payment of a portion of the purchase price for Pool Receivables purchased after the Closing Date in the form of Exhibit A-1 and A-2 attached hereto. -2- "Closing Date" means May 14, 1993 the date on which the initial Pool Receivables are purchased by the Buyer pursuant to the terms of this Agreement. "Collections" means, with respect to any Pool Receivable, all cash collections and other cash proceeds of such Receivable including, without limitation, all cash proceeds of Related Security with respect to such Pool Receivable. "Contract" means an agreement between either of the Sellers and a Person, in the form of a legally binding written contract or, in the case of any open account agreement, an invoice customarily used by the relevant Seller, pursuant to or under which such Person shall be obligated to pay for merchandise or services from time to time. "Contributed Receivables" shall be as defined in Section 2.3(c) hereof. "Credit and Collection Policy" means those receivables credit and collection policies and practices of the relevant Seller in effect on the date hereof as set forth in Exhibit E attached hereto, as modified in compliance with this Agreement. "Cut-off Date" means at the close of business on May 13, 1993. "Debt" means (i) indebtedness for borrowed money, (ii) obligations evidenced by bonds, debentures, notes or other similar instruments, (iii) obligations to pay the deferred purchase price of property or services, (iv) obligations as lessee under leases which shall have been or should be, in accordance with generally accepted accounting principles, recorded as capital leases, and (v) liabilities in respect of unfunded vested benefits under plans covered by Title IV of ERISA. "Designated Obligor" means, at any time, each Obligor which is entitled to credit under the relevant Credit and Collection Policy except: (i) Obligors which are an Affiliate of either of the Sellers; (ii) Obligors which are employees or independent contractors of either of the Sellers providing transportation or related services to either of the Sellers; and -3- (iii) Obligors which are not based or located in either the United States or Canada or which are not required to pay to the applicable Seller under its Contract in the United States. "Dilution Event" means any reduction of the Account Balance of any Pool Receivable due to a voluntary agreement by or on behalf of Servicer or the Originator thereof, a set-off by the Obligor thereof, credit for defective, rejected or returned goods or services, any cash discount, or any incorrect billings or other such adjustments or otherwise, except for a payment by the Obligor on account of such Pool Receivable or the bankruptcy or insolvency of, or default by, the Obligor. "Duff" means Duff & Phelps Credit Rating Co. "ERISA" means the Employee Retirement Income Security Act of 1974, as amended from time to time, and the regulations promulgated and rulings issued thereunder. "Expiration Date" means the earliest of (i) May 15, 1995, (ii) the date a Termination Event is declared or occurs automatically, as applicable pursuant to Section 8.1 hereof or (iii) the date of the termination of the Purchase Obligation by Sellers pursuant to Section 2.4 hereof. "GAAP" means generally accepted accounting principles set forth in the opinions and pronouncements of the Accounting Principles Board of the American Institute of Certified Public Accountants and statements and pronouncements of the Financial Accounting Standards Board or in such other statements by such other entity as may be approved by a significant segment of the accounting profession, which are applicable to the circumstances as of the date of determination. "Government Obligor" means the federal government of the United States of America, or a governmental subdivision or agency thereof. "Lock-Box Agreement" means an agreement in substantially the form of Exhibit B hereto. "Lock-Box Bank" means a commercial bank organized under the laws of the United States or any State of the United States which has a combined capital and surplus of at least $100,000,000, and is holding one or more Permitted Lock-Box. -4- "Loss Reserve" means for the Pool Receivables to be sold by a particular Seller on any day the product of (a) the Account Balance of such Pool Receivables as of such day multiplied by (b) the sum of (i) the Servicer Fee (express as a percentage) plus (ii) the greater of (A) one percent (1%) or (B) the sum of the Billing Adjustment Percentage and the Charge-Off Percentage shown in the most recent Servicer Monthly Report. "Net Proceeds" means the proceeds of the Investor Certificates less (i) all amounts deposited on the Closing Date in the Reserve Account and Unallocated Principal Sub-Account under the Pooling and Servicing Agreement and (ii) all costs and expenses incurred by Buyer in connection with the transactions contemplated by the Transaction Documents. "Obligor" means, with respect to any Receivable, a Person or Persons obligated to make payments pursuant to a Contract, including any Guarantor thereof. "Person" means an individual, partnership, corporation (including a business trust), joint stock company, trust, unincorporated association, joint venture or other entity, or a government or any political subdivision or agency thereof. "Pooling and Servicing Agreement" means the Pooling and Servicing Agreement dated as of May 14, 1993 between the Buyer, the Servicer and the Trustee. "Pool Receivable" means a Receivable in the Receivables Pool existing as of the Cut-off Date or arising on and after the Cut-off Date and prior to the Expiration Date. "Purchase Price" shall be as defined in Section 2.2(a) hereof. "Purchase Obligation" means the obligations of each Seller to sell, and the Buyer to purchase, the Pool Receivables as defined in Section 2.1(a) hereof. "Purchased Receivables" shall be as defined in Section 2.3(a) hereof. "Rating Agency" means Duff, or if Duff is no longer rating the Investor Certificates, Moody's Investor's Service, Inc., Standard & Poors Corporation or any similar entity providing such a rating and approved by the Investor Certificate holder Representative. -5- "Receivable" means the indebtedness of any Designated Obligor under a Contract arising out of a sale of merchandise or services by either of the Sellers in the ordinary course of business as to which the merchandise has been delivered or services have been performed by either of the Sellers, and includes the right to payment of any interest or finance charges and other obligations of such Obligor with respect thereto. "Receivables Pool" means at any time the aggregation of each then outstanding Receivables. "Related Security" means with respect to any Receivable of either Seller: (i) all of such Seller's interest in any merchandise (including returned merchandise) relating to any sale giving rise to such Receivable; (ii) all other security interests or liens and property subject thereto from time to time purporting to secure payment of such Receivable, whether pursuant to the Contract related to such Receivable or otherwise, together with all financing statements signed by an Obligor describing any collateral securing such Receivable; and (iii) all guaranties, insurance and other agreements or arrangements of whatever character from time to time supporting or securing payment of such Receivable whether pursuant to the Contract related to such Receivable or otherwise. "Servicer" means at any time the Person (including the Buyer) then authorized pursuant to Article 6 to service, administer and collect Pool Receivables. "Servicer Daily Report" means a daily report delivered to the Buyer on each Business Day in substantially the form of Exhibit C hereto pursuant to Section 6.2(g) hereof. "Servicer Fee" has the meaning assigned to that term in Section 6.6. "Servicer Monthly Report" means a monthly report substantially in the form of Exhibit D hereto, which, among other things, will identify and provide an aging schedule for any and all Pool Receivables of each Seller as of the last day of the Accounting Period most reasonably completed, duly completed and -6- executed by the Servicer and delivered to the Buyer pursuant to Section 6.2(h) hereof. "Settlement Date" means as to each Settlement Period, the last day of such Settlement Period. "Settlement Period" means a three month period commencing June 15, September 15, December 15, March 15 during the term hereof, with an initial period commencing May 14, 1993 to and including June 15, 1993. "Statement" means, in respect of any Contract, the periodic written notice to the related Obligor setting forth, without limitation, the previous Account Balance, any payments, credits, Account Finance Charges, Account Charges, the new Account Balance. "Termination Event" has the meaning specified in Section 8.1 hereof. "Trust Distributions" shall be as defined in Section 2.2(c) hereof. "Trustee" means initially Fidelity Bank, National Association and any successor trustee under the Pooling and Servicing Agreement. "UCC" means the Uniform Commercial Code as from time to time in effect in the specified jurisdiction. "Yield" means, for any day, the Certificate Rate then in effect, expressed as a percentage, provided, that no provision of this Agreement shall require the payment or permit the collection of Yield in excess of the maximum permitted by applicable law. "Yield Reserve" means for the Pool Receivables to be sold by either Seller on any day the product of (a) the Account Balance of such Pool Receivables as of such day multiplied by (b) the Yield in effect on such day, multiplied by (c) a fraction, the numerator of which is the Average Maturity (calculated on the basis of the Servicer's Monthly Report for the Accounting Period in which such day occurs) and the denominator of which is 365. SECTION 1.2 Other Terms. All accounting terms not specifically defined herein shall be construed in accordance with GAAP. All terms used in Article 9 of the UCC in the Commonwealth -7- of Pennsylvania and not specifically defined herein, are used herein as defined in such Article 9. ARTICLE 2 AGREEMENT TO SELL AND PURCHASE SECTION 2.1 Purchase Facility. (a) Purchase Obligations. Subject to the terms and conditions hereof, each of the Sellers, severally and for itself alone, agrees to sell, assign and convey to the Buyer, and the Buyer agrees to purchase and accept from such Seller (such agreement being referred to herein as the "Purchase Obligation"), without recourse to such Seller (except as expressly set forth herein), at any time and from time to time on and after the date hereof to but excluding the Expiration Date, all of such Seller's right, title and interest in and to the Pool Receivables originated by such Seller (other than the Contributed Receivables), together with the Related Security and Collections applicable thereto. (b) Making Purchases. All Pool Receivables of each Seller (other than its Contributed Receivables) and Related Security and Collections with respect thereto that exist as of the opening of such Seller's business on the Cut-off Date automatically shall be deemed to have been sold to Buyer on the Closing Date without further action by any Person. After the Closing Date and until the Expiration Date, all Pool Receivables and the Related Security and Collections with respect thereto of each Seller created on or after the Cut-off Date to but excluding the Expiration Date during such period shall be deemed to have been sold by such Seller to Buyer pursuant hereto immediately (and without further action by any Person) upon the creation of such Pool Receivable. (c) In connection with the foregoing sale, each of the Sellers agrees to record and file, at its own expense, a financing statement or statements with respect to the Pool Receivables and the other property described in Section 2.1(a) sold or to be sold by such Seller hereunder meeting the requirements of applicable state law in such manner and in such jurisdictions as are necessary to perfect and protect the interests of the Buyer created hereby under the applicable UCC against all creditors of and purchasers from such Seller, and to deliver a file-stamped copy of such financing statements or other evidence of such filings to the Buyer on or prior to the Closing Date. -8- (d) In connection with the sales and conveyances hereunder, each of the Sellers agree, at its own expense, on or prior to the Closing Date, to indicate in its computer files that an interest in all Pool Receivables and the other property described in Section 2.1(a) has been conveyed to the Buyer pursuant to this Agreement as of the Closing Date. (e) In connection with the sales and conveyances hereunder, each of the Sellers further agree, at its own expense, on or prior to the Closing Date to (i) indicate on its books and records (including any computer files) that all Pool Receivables of such Seller have been sold to the Buyer pursuant to this Agreement and (ii) deliver to the Buyer a computer file containing a true and complete list of all such Pool Receivables, specifying for each such Pool Receivable as of the Cut-off Date, the account number and the account name under which such Pool Receivable arose and the aggregate Account Balances of the Pool Receivables arising thereunder. Such file shall be marked as Schedule A hereto and shall be incorporated into and made a part hereof. SECTION 2.2 Purchase Price; Payment. (a) Calculation of Purchase Price. The purchase price for each Pool Receivable purchased hereunder shall be an amount equal to the Account Balance of such Pool Receivable on the Cutoff Date (in the case of the Pool Receivables sold on the Closing Date) or on the day otherwise sold to Buyer hereunder, as applicable, less the Yield Reserve and the Loss Reserve applicable to such Receivable. (b) Payment of Purchase Price. Except as provided in Section 2.3 hereof with respect to the initial purchase of Pool Receivables on the Closing Date, the Purchase Price shall be paid by Buyer by delivery of a Buyer Note to each of the Sellers; and the outstanding principal balance of each Seller's Buyer Note shall automatically increase upon each sale of a Pool Receivable of such Seller hereunder to reflect, and in the amount of, the Purchase Price for such Pool Receivable. (c) Buyer Notes. The outstanding principal amount of the Buyer Notes from time to time shall bear interest at the Certificate Rate, which rate shall change and be reset on each Settlement Date. The accrued interest on, and principal amount of, the Buyer Notes shall be due and payable as and to the extent Buyer receives distributions from the Trustee pursuant to the Pooling and Servicing Agreement ("Trust Distributions"), but in -9- any event on or prior to December 31, 1995. The Trust Distributions received by Buyer and payable to Sellers on the Buyer Notes shall be allocated between the Buyer Notes to both Sellers based on a ratio equal to the ratio of the outstanding principal balances of each Buyer Note to the other on the last day of the immediately preceding Accounting Period, and which ratio shall be reset on the first day of each Accounting Period; provided, however, that no payment shall be made on either Buyer Note except to the extent of the principal balance of, and accrued interest on, such Buyer Note. SECTION 2.3 Initial Purchase; Capitalization. (a) Purchase on Closing Date. Buyer shall purchase on the Closing Date all of the Pool Receivables existing on the Cut-off Date (other than the Contributed Receivables), which have an aggregate Account Balance of Seventeen Million Two Hundred and Ninety Three Thousand and Twenty Six Dollars ($17,293,026) and an aggregate Purchase Price calculated in accordance with Section 2.2(a) hereof, of Seventeen Million Twenty Three Thousand and Six Hundred and Thirty Seven Dollars ($17,023,637) (the "Purchased Receivables"). (b) Payments at Closing. The Buyer shall pay the Purchase Price for the Purchased Receivables on the Closing Date in cash, representing Net Proceeds contemporaneously received by Buyer under the Pooling and Servicing Agreement. (c) Capital Contribution. All Pool Receivables existing on the Cut-off Date and not purchased on the Closing Date under Section 2.3(a) hereof shall be deemed contributed by the Sellers to Buyer as the capital contribution to Buyer in their capacities as the sole shareholders of Buyer ("Contributed Receivables"). (d) Allocation. Each Seller will be deemed to have sold such percentage of the Purchase Receivables and contributed such percentage of the Contributed Receivables equal to the percentage of the aggregate amount of the Account Balances of its Pool Receivables on the Cut-off Date bears to the aggregate amount of the Account Balances of all Pool Receivables on the Cut-off Date. SECTION 2.4 Termination of the Agreement. (a) Subject to Section 10.4 hereof, this Agreement shall terminate on the Expiration Date. (b) At any time after May 13, 1994, the Sellers shall have the joint (but not several) right to terminate the Seller's -10- Purchase Obligation hereunder upon written notice to Buyer; provided, however, that no such termination shall affect the sale of Pool Receivables hereunder prior to such termination or the obligations of the Sellers and Servicer with respect to such Pool Receivables. (c) As a condition to the Sellers' right to terminate sales of Pool Receivables to Buyer hereunder, Sellers shall pay to Buyer an amount equal to any premium payable by Buyer under Section 12.2 of the Pooling and Servicing Agreement. SECTION 2.5 Settlement Procedures. (a) Servicer Administration. Collection of the Pool Receivables shall be administered by a Servicer in accordance with the terms of this Agreement. Each Seller shall provide to the Servicer (if other than such Seller) on a timely basis all information needed for such administration, including notice of the occurrence of any Liquidation Day. (b) Application of Collections. The Servicer shall, on each day on which Collections of Pool Receivables are received by it, to immediately transfer all Collections into the Permitted Lock-Box. SECTION 2.6 Servicer Fee. The Servicer shall be paid a Servicer Fee as set forth in Section 6.6 hereof. SECTION 2.7 Payments and Computations, Etc. (a) Each Seller shall, to the extent permitted by law, pay interest on any amount not paid or deposited by such Seller (whether as Servicer or otherwise) when due hereunder, at an interest rate per annum equal to 2% per annum above the Libor Rate, payable on demand. (b) All computations of interest under subsection (a) above and all computations of Yield, fees, and other amounts hereunder shall be made on the basis of a year of 360 days for the actual number of days elapsed. Whenever any payment or deposit to be made hereunder shall be due on a day other than a Business Day, such payment or deposit shall be made on the next succeeding Business Day and such extension of time shall be included in the computation of such payment or deposit. -11- ARTICLE 3 CONDITIONS OF PURCHASES SECTION 3.1 Purchase and Sale Procedures. (a) General. Each sale of a Pool Receivable hereunder by either Seller shall transfer ownership to the Buyer of such Pool Receivable, the Related Security and the Collections with respect thereto, effective (i) as of the Closing Date for the initial Pool Receivables existing on the Cut-off Date or (ii) as of any day thereafter as additional Pool Receivables are created by either Seller, as the case may be. (b) Assurances. Each Seller shall deliver to Buyer from time to time, upon request by Buyer, confirmation of the sale, assignment and transfer of the Pool Receivables to Buyer as is requested by Buyer. SECTION 3.2 Conditions Precedent to Initial Purchase. The initial purchase of the Pool Receivable from each Seller under this Agreement is subject to the conditions precedent that the Buyer shall have received on or before the date of such purchase the following, each (unless otherwise indicated) dated such date, in form and substance reasonably satisfactory to the Buyer: (a) Resolution of Seller. Certified copies of the resolutions of the Board of Directors of such Seller approving this Agreement and certified copies of all documents evidencing other necessary corporate action by such Seller and governmental approvals, if any, with respect to this Agreement. (b) Resolutions of Servicer. Certified copies of the resolutions of the Board of Directors of the Servicer approving this Agreement and certified copies of all documents evidencing other necessary corporate action by the Servicer and governmental approvals, if any, with respect to this Agreement. (c) Seller Secretary Certificate. A certificate of the Secretary or Assistant Secretary of such Seller certifying (i) the names and true signatures of the officers of such Seller authorized to sign this Agreement and the other documents to be delivered by such Seller hereunder and, (ii) true and complete copies of its articles or certificate of incorporation as in effect on such date. (d) Servicer Secretary Certificate. A certificate of the secretary or -12- Assistant Secretary of the Servicer certifying (i) the names and true signatures of the officers of the Servicer authorized to sign this Agreement and the other documents to be delivered by it hereunder and, (ii) true and complete copies of its articles or certificate of incorporation as in effect on such date. (e) Financing Statements. Acknowledgment copies of proper financing statements, duly filed on or before the date of such initial purchase under the UCC of all jurisdictions that the Buyer may reasonably deem necessary or desirable in order to perfect the ownership interests of Buyer in the Pool Receivables contemplated by this Agreement. (f) UCC Acknowledgement Copies. Acknowledgement copies of proper UCC financing statements, if any, necessary to release all security interests and other rights of any Person in the Pool Receivables, Contracts or Related Security previously granted by such Seller. (g) Information Requests. Completed requests for information, dated on or before the date of such initial purchase, listing the UCC financing statements referred to in subsection (e) above and all other effective UCC financing statements filed in the jurisdictions referred to in subsection (e) above that name such Seller as debtor, together with copies of such other UCC financing statements (none of which shall cover any Pool Receivables, Contracts or Related Security). (h) Lock-Box Agreements. Executed copies of Lock-Box Agreements with the Lock-Box Banks. (i) Corporate Good Standing. The Buyer shall have received from such Seller (i) a certificate, dated a recent date relative to the Closing Date as determined by the Buyer, of the Secretary of State or other similar official as to its good standing under the laws of its jurisdiction of incorporation, (ii) certificates, dated a recent date relative to the initial Closing Date as determined by the Buyer, of the Secretary of State or other similar official of each jurisdiction in which it conducts business or owns substantial properties and where the failure to qualify as a foreign corporation would have a material adverse effect on its business, operations, properties or financial condition, as to its good standing under the laws of such jurisdictions, and (iii) certificates, dated a recent date relative to the Closing Date as determined by the Buyer, of the appropriate state official (A) in such Seller's state of -13- incorporation and (B) in any state where such Seller's Chief Executive Office is located, as to the absence of any tax liens against it under the laws of such states. (j) Closing Certificate. The Buyer shall have received from such Seller a certificate of an officer of such Seller date the initial Closing Date in such form as to such other matters incident to the transactions contemplated by this Agreement as the Buyer may reasonably request. (k) Rating Letter. Copy of the rating letter from Duff confirming the "AA" rating on the Investor Certificates. (1) Legal Opinions. Executed copies of the opinions of counsel of Sellers, in form and substance reasonably acceptable to Buyer, regarding (i) the true sale nature of this transaction, (ii) the tax status of the Investor Certificates, (iii) the ability to substantially consolidate the Sellers and the Buyer in the event of the bankruptcy of the Sellers, and (iv) the validity and enforceability of this Agreement. SECTION 3.3 Conditions Precedent to All Purchases. The obligation of the Buyer to purchase Pool Receivables from either Seller on the Closing Date and any day after the Closing Date, shall be subject to the further conditions precedent on each of such dates that: (a) Representations. The representations and warranties of such Seller and the Servicer contained in Article 4 are correct on and as of the date of such purchase as though made on and as of such dated and (b) No Default. No event has occurred and is continuing, or would result from such purchase that constitutes a Termination Event or that would constitute a Termination Event but for the requirement that notice be given or time elapse or both; and (c) Approvals. The Buyer shall have received such other approvals, opinions or documents as it may reasonably request. SECTION 3.4 Grant of Security Interest. It is the express intent of the Sellers and the Buyer that the conveyance of the Pool Receivables (and Related Security and Collections) by the Sellers to the Buyer pursuant to this Agreement be construed -14- as a sale of such Pool Receivables (and Related Security and Collections) by the Sellers to the Buyer. It is, further, not the intention of the Sellers and the Buyer that such conveyance be deemed a grant of a security interest in Pool Receivables by the Sellers to the Buyer to secure a debt or other obligation of the Sellers. However, in the event that, notwithstanding the intent of the parties, the Pool Receivables (and Related Security and Collections) are held to continue to be property of the Sellers, then (i) this Agreement also shall be deemed to be and hereby is a security agreement within the meaning of the UCC, and (ii) the conveyance by the Sellers provided for in this Agreement shall be deemed to be and hereby is a grant by the Sellers to the Buyer of a security interest in and to all of the Seller's right, title and interest in, to and under all Pool Receivables (and Related Security and Collections) and proceeds thereof to secure the rights of Buyer hereunder. SECTION 3.5 Non Assumption by the Buyer of Obligations. No obligation or liability of either Seller to any Obligor under any Receivable or Related Security shall be assumed by the Buyer hereunder and any such assumption is hereby expressly disclaimed. The Buyer shall be indemnified by each Seller in accordance with Section 9.1 hereof in respect of any losses, claims, damages, liabilities, costs or expenses arising out of or incurred in connection with any Obligor's assertion of such obligation or liability against the Buyer. ARTICLE 4 REPRESENTATIONS AND WARRANTIES SECTION 4.1 Representations and Warranties of the Sellers. At all times prior to the Expiration Date, each Seller hereby represents and warrants to Buyer as to itself as follows: (a) Organization. Such Seller is a corporation duly incorporated, validly existing and in good standing under the laws of the jurisdiction set forth in the preamble to this Agreement, and is duly qualified to do business, and is in good standing, in every jurisdiction where the nature of its business requires it to be so qualified, except where the failure to so qualify would not have a material adverse effect on its business, condition (financial or otherwise), operations, performance or properties. -15- (b) Due Authorization and Execution; No Conflict. The execution, delivery and performance by such Seller of this Agreement and the other documents to be delivered by it hereunder, including such Seller's use of the proceeds of sales of Pool Receivables, are within such Seller's corporate powers, have been duly authorized by all necessary corporate action, do not contravene (i) such Seller's Certificate of Incorporation or By-laws, (ii) any law, rule or regulation applicable to such Seller, (iii) any contractual restriction binding on or affecting such Seller or its property, or (iv) any order, writ, judgment, award, injunction or decree binding on or affecting such Seller or its property, and do not result in or require the creation of any lien, security interest or other charge or encumbrance upon or with respect to any of its properties, except as contemplated by this Agreement. This Agreement has been duly executed and delivered by such Seller. (c) No Consent. No authorization or approval or other action by, and no notice to or filing with, any governmental authority or regulatory body, which has not been previously taken, is required for the due execution, delivery and performance by such Seller of this Agreement or any other Transaction Document. (d) Binding Effect. This Agreement constitutes the legal, valid and binding obligation of such Seller enforceable against the Seller in accordance with its terms. When duly executed and delivered by such Seller, each sale of Pool Receivables will constitute a legal, valid and binding assignment by such Seller enforceable in accordance with the terms thereof and hereof, which will vest absolutely and unconditionally in the Buyer a valid ownership interest in such Pool Receivables. Upon the filing of the necessary financing statements under the Uniform Commercial Code as in effect in the jurisdiction whose laws govern the rights of the Buyer in and to such Pool Receivables, the Buyer's ownership interest in such Pool Receivables, will be perfected under Article Nine of such UCC. (e) Financial Statements. The annual consolidated balance sheets of the Servicer, the Sellers and their subsidiaries as at December 31, 1992, and the related statements of income and retained earnings of the Servicer, the Sellers and their subsidiaries for the fiscal year then ended, copies of which have been furnished to the Buyer, fairly present the financial condition of the Servicer, the Sellers and their subsidiaries as at such date and the results of operations of the Servicer, the Sellers and their subsidiaries for the period ended on such date, all in accordance with GAAP consistently applied. -16- (f) No Proceedings. There are no proceedings pending or, to the best knowledge of each Seller, threatened against each Seller before any court, regulatory body, administrative agency, or other tribunal or governmental instrumentality (i) asserting the invalidity of this Agreement, the Pooling and Servicing Agreement or the Certificates, (ii) seeking to prevent the issuance of the Certificates or the consummation of any of the transactions contemplated by this Agreement, the Pooling and Servicing Agreement or the Certificates, (iii) seeking any determination or ruling that, in the reasonable judgment of the appropriate Seller, would materially and adversely affect the performance by the appropriate Seller of its obligations under this Agreement or the Pooling and Servicing Agreement or (iv) seeking any determination or ruling that would materially and adversely affect the validity or enforceability of this Agreement, the Pooling and Servicing Agreement or the Certificates. (g) Acquisition of Equity. No proceeds of any purchase hereunder will be used to acquire any equity security of a class which is registered pursuant to Section 12 of the Securities Exchange Act of 1934. (h) Ownership of Pool Receivables. Such Seller is the legal and beneficial owner of all right, title and interest in and to each of the Pool Receivables originated by it and Related Security; upon each purchase, such Seller shall, and hereby does, transfer to the Buyer (and the Buyer shall acquire) a valid and perfected first priority ownership interest in each Pool Receivable originated by such Seller then existing or thereafter arising and in the Related Security and Collections with respect thereto. No effective financing statement or other instrument similar in effect covering any Contract or any Pool Receivable originated by such Seller or the Related Security or Collections with respect thereto is on file in any recording office, except those filed in favor of the Buyer relating to this Agreement and assigned to the Trustee under the Pooling and Servicing Agreement. (i) Bona Fide Receivables. Each Pool Receivable is or will be an obligation of a customer of the Seller arising out of such Seller's past, current or future performance in accordance with the terms of the Contract giving rise to such Receivable. The Seller has no knowledge of any fact which should have led it to expect at the time of the initial creation of an interest in any Pool Receivable hereunder that such Pool Receivable would not be paid in full when due except with respect to any Dilution Factor. -17- (j) Servicer Reports. Each Servicer Daily Report and each Servicer Monthly Report (to the extent that information contained therein is supplied by such Seller or an Affiliate), information, exhibit, financial statement, document, book, record or report furnished or to be furnished at any time by or on behalf of such Seller to the Buyer in connection with this Agreement or any other Transaction Document is or will be accurate in all material respects as of its date or (except as otherwise disclosed to the Buyer at such time) as of the date so furnished. In reference to any financial information, the term "material", as used in this subsection (j), shall mean material in relation to the financial information so provided. (k) Principal Place of Business. The principal place of business and chief executive office of such Seller, and the offices where such Seller keeps its records concerning the Pool Receivables, are located at the address set forth in Schedule 4.1(k) hereto or, by notice to the Buyer in accordance with Section 5.1(b), at such other locations in jurisdictions where all actions reasonably requested by the Buyer to protect and perfect the interest in the Pool Receivables originated by such Seller have been taken and completed. (1) Lock-Box Banks. The names and addresses of such Seller's Lock-Box Bank, together with the account numbers of the Permitted Lock-Box at such Lock-Box Bank, are specified in Schedule 4.1(1) hereto (or at such other Lock-Box Bank and/or with such other Permitted Lock-Box notice of which has been given to the Buyer in accordance herewith). (m) Current Transactions. Each purchase of a Pool Receivable will constitute (i) a "current transaction" within the meaning of Section 3(a)(3) of the Securities Act of 1933, as amended, and (ii) a purchase or other acquisition of notes, drafts, acceptances, open accounts receivable or other obligations representing part or all of the sales price of merchandise, insurance or services within the meaning of Section 3(c)(5) of the Investment Company Act of 1940, as amended. (n) Eligible Receivables. Each obligation of a customer of the Seller conveyed pursuant to Section 2.1(a) hereof is on the date of creation of such obligation a Pool Receivable, and each Pool Receivable classified as an "Eligible Receivable" by the Seller in any document or report delivered hereunder will satisfy the requirement of eligibility contained in the definition of Eligible Receivable at such time. -18- (o) Bulk Sales Law. The sales of Pool Receivables hereunder shall not constitute "bulk transfers" under, or otherwise be subject to, the Uniform Commercial Code - Bulk Transfers, including Chapter 61 of the Pennsylvania Uniform Commercial Code, 13 PA C.S.A. ss.6101, et. seq. (p) Trade Names. The business conducted by such Seller in the United States within six (6) years prior to and as of the Closing Date has not been conducted under any corporate, trade or fictitious name other than the names listed on Schedule 4.1(p) attached hereto. (q) Solvency. Such Seller is solvent on each date Pool Receivables are transferred to Buyer hereunder, and the transfer of Pool Receivables on such day will not be made in contemplation of the occurrence thereof. (r) Seller Records. The Seller has indicated on its books and records (including any computer files) that the Pool Receivables of such Seller and other property transferred by such Seller pursuant to Section 2.1(a) have been transferred to the Buyer. This Agreement constitutes a valid transfer and assignment to the Buyer of all right, title and interest of the Seller in and to the Pool Receivables of such Seller now existing and hereafter created and in the Related Property and all monies due or to become due with respect thereto, all proceeds (as defined in the UCC) of each Receivable (other than proceeds (as defined in the UCC) of repossessed property). Upon the filing of any financing statements described in Section 3.2(f) and, in the case of the Pool Receivables hereafter created or transferred to the Buyer and the proceeds thereof (other than proceeds (as defined in the UCC) of repossessed property), upon the creation or transfer thereof, the Buyer shall have an ownership interest, and, to the extent contemplated by Section 9-102(1)(b) of the UCC, a first priority security interest, in such property; provided, however, that the Seller makes no representation or warranty with respect to the effect of Section 9-306(4) of the UCC on the rights of the Buyer to proceeds held by the Seller at the time insolvency proceedings are instituted by or against the Seller of the Receivables to which the proceeds relate. Notwithstanding anything to the contrary in this Agreement, the Buyer shall have no interest in, to or under proceeds (as defined in the UCC) of repossessed property relating to the Receivables which are not Pool Receivables. -19- (s) Transfer Not Fraudulent. No transfer of Pool Receivables by the Seller hereunder is fraudulent within the meaning of Section 548(a) of the Bankruptcy Code of the United States of America. (t) ERISA. Each employee benefit plan (the "Plans") of, or maintained by the Servicer on behalf of, the Seller in which any employees of the Seller participate that is subject to any provision of the Employee Retirement Income Security Act of 1974 or the Multiemployer Pension Plan Amendments Act of 1980 ("ERISA"), is being administrated in accordance with the documents governing the Plans, and such documents are substantially consistent with the applicable provisions of ERISA. None of the Plans has incurred any material liability to the Pension Benefit Guaranty Corporation other than for required insurance premiums which have been paid when due, or incurred any material "accumulated funding deficiency," whether or not waived; nor has there been any "reportable event" which represents a material risk of termination of any such Plan. (u) Due Qualification. Each Seller is duly qualified to do business and is in good standing (or is exempt from such requirement) in any state required in order to conduct its business, and has obtained all necessary licenses and approvals with respect to each Seller required under applicable law. (v) No Violation. The execution and delivery of this Agreement and the other Transaction Documents and the Certificates, the performance of the transactions contemplated by this Agreement and the other Transaction Documents and the fulfillment of the terms hereof will not conflict with or violate in any material respect any Requirements of Law applicable to each Seller. (w) All Consents Required. All approvals, authorizations, consents, orders or other actions of any Person or of any governmental body or official required in connection with the execution and delivery of this Agreement, the Pooling and Servicing Agreement and the Certificates, the performance of the transactions contemplated by this Agreement or the Pooling and Servicing Agreement and the fulfillment of the terms hereof, have been obtained. (x) Accuracy of Information. All information heretofore or hereafter delivered to the Buyer concerning the -20- transaction described in this Agreement and the other Transaction Documents is true, accurate and correct. (y) Tax Returns. All necessary tax returns have been filed on or prior to, as appropriate, their scheduled or extended due dates. SECTION 4.2 Representations and Warranties of the Servicer. (a) The Servicer is a corporation duly incorporated, validly existing and in good standing under the laws of the Commonwealth of Pennsylvania. (b) The execution, delivery and performance by the Servicer of this Agreement are within the Servicer's corporate powers, have been duly authorized by all necessary corporate action, and do not contravene (i) the Servicer's charter or bylaws, or (ii) any law, rule or regulation applicable to the Servicer, or (iii) any contractual restriction binding on or affecting the Servicer or its property. (c) No authorization or approval or other action by, and no notice to or filing with, any governmental authority or regulatory body is required for the due execution, delivery and performance by the Servicer of this Agreement. (d) This Agreement is the legal, valid and binding obligation of the Servicer enforceable against the Servicer in accordance with its terms. (e) The Servicer (i) is the registered and beneficial owner of at least 51% of all shares of the issued and outstanding shares of capital stock of each of the Sellers and (ii) has the power to exercise, directly or indirectly, a controlling influence on the management or policies of each of the Sellers. (f) Each Servicer Daily Report and each Servicer Monthly Report furnished by Servicer to the Buyer in connection with this Agreement is or will be, to the Servicer's knowledge, without investigation, accurate in all material respects as of its date or (except as otherwise disclosed to the Buyer at such time) as of the date so furnished. In reference to any financial calculation or information, the term "material", as used in this subsection (f), shall mean material in relation to the financial calculation or information so reported. -21- (g) Immediately after the Closing Date, the Servicer will have sufficient funds or the availability to access funds to pay its outstanding accounts payable on a timely basis. ARTICLE 5 COVENANTS SECTION 5.1 Covenants of the Sellers. Each Seller covenants and agrees that until all Pool Receivables sold to Buyer hereunder shall have been paid in full or written-off as uncollectible in accordance with its Credit and Collection Policy, and all obligations of Seller hereunder shall have been fully paid and performed: (a) Compliance with Laws, Etc. Each Seller will comply in all material respects with all applicable laws, rules, regulations and orders and preserve and maintain its corporate existence, rights, franchises, qualifications, and privileges except to the extent that the failure so to comply with such laws, rules and regulations or the failure so to preserve and maintain such existence, rights, franchises, qualifications, and privileges would not materially adversely affect the collectibility of the Receivables Pool or the ability of such Seller to perform its obligations under this Agreement. (b) Offices, Records and Books of Account. Each Seller will keep its principal place of business and chief executive office and the offices where it keeps its records concerning the Pool Receivables at the addresses of such Seller set forth in Schedule 4.1(k) hereto or, upon thirty (30) Business Days prior written notice to the Buyer, at any other locations in a jurisdiction where all action that is necessary to cause the interest of the Buyer in the Pool Receivables sold to Buyer hereunder, and the Related Security and Collections with respect thereto, to be perfected as a first priority interest shall have been taken. Such Seller also will maintain and implement administrative and operating procedures (including, without limitation, an ability to recreate records evidencing Pool Receivables and related Contracts in the event of the destruction of the originals thereof), and keep and maintain all documents, books, records and other information reasonably necessary or advisable for the collection of all Pool Receivables (including, without limitation, records adequate to permit the daily identification of each Pool Receivable and all Collections of and adjustments to each existing Pool Receivable). -22- (c) Performance and Compliance with Contracts and Credit and Collection Policy. Each Seller will, at its expense, timely and fully perform and comply with all material provisions, covenants and other promises required to be observed by it under the Contracts related to the Pool Receivables, and timely and fully comply in all material respects with the Credit and Collection Policy in regard to each Pool Receivable and the related Contract. Neither Seller will modify or amend its Credit and Collection Policy with respect to its Pool Receivables which would materially adversely affect the ability to collect on its Pool Receivables. (d) Sales, Liens, Etc. Neither Seller will sell, assign (by operation of law or otherwise) or otherwise dispose of, or create or suffer to exist any Lien upon or with respect to, such Seller's interest in any Pool Receivable, Related Security, related Contract or Collections, or upon or with respect to any account to which any Collections of any Pool Receivable are sent, or assign any right to receive income in respect thereof. (e) Extension or Amendment of Receivables. Except as provided in Section 6.2(c) hereof, neither Seller will extend, amend or otherwise modify the terms of any Pool Receivable, or amend, modify or waive any term or condition of any Contract related thereto. (f) Change in Business or Credit and Collection Policy. Neither Seller will not make any change in the character of its business or in the Credit and Collection Policy that would, in either case, materially change the credit requirements for Obligors generally or materially adversely affect the collectibility of the Receivables Pool or the ability of such Seller to perform its obligations under this Agreement. (g) Audits. Each Seller will, from time to time during regular business hours as requested by the Buyer, permit the Buyer or its agents or representatives (i) to examine and make copies of and abstracts from all books, records and documents (including, without limitation, computer tapes and disks) in the possession or under the control of such Seller relating to Pool Receivables and the Related Security, including, without limitation, the related Contracts, and (ii) to visit the offices and properties of such Seller for the purpose of examining such materials described in clause (i) above, and to discuss matters relating to Pool Receivables and the Related Security or such Seller's performance hereunder or under the -23- Contracts with any of the officers or employees of such Seller having knowledge of such matters. (h) Change in Payment Instructions to Obligors. Neither Seller will add or terminate any bank as a Lock-Box Bank from those listed in Schedule 4.1(1) hereto, or make any change in its instructions to Obligors regarding payments to be made to such Seller or payments to be made to any Lock-Box Bank, unless the Buyer shall have received notice of such addition, termination or change and undated executed copies of Lock-Box Notices to each new Lock-Box Bank. (i) Deposits to Permitted Lock-Box. Each Seller will deposit, or cause to be deposited, all Collections of Pool Receivables into Permitted Lock-Box; provided, however, that if notwithstanding such instructions any Obligor remits Collections of Pool Receivables directly to a Seller or to an account of a Seller other than a Permitted Lock-Box, such Seller will hold such Collections in trust for the Buyer and will deposit or cause to be deposited, within two (2) Business Days after receipt, such Collections into Permitted Lock-Box. Neither Seller will deposit or otherwise credit, or cause or permit to be so deposited or credited, to any Permitted Lock-Box cash or cash proceeds other than Collections of Pool Receivables. (j) Reporting Requirements. Each Seller will provide to the Buyer the following: (i) as soon as available and in any event within 45 days after the end of each of the first three quarters of each fiscal year of such Seller, balance sheets of such Seller and its subsidiaries as of the end of such quarter and statements of income and retained earnings of such Seller and its subsidiaries for the period commencing at the end of the previous fiscal year and ending with the end of such quarter, certified by a senior financial officer of such Seller; provided, however, that if such Seller's financial statements are consolidated in the financial statements of its parent corporation, then this requirement will be deemed satisfied by delivery of such parent corporation's financial statements in the form required by this subsection); (ii) as soon as available and in any event within 90 days after the end of each fiscal year of such Seller, a copy of the annual report for such year for such Seller and its subsidiaries, containing financial -24- statements for such year certified in a manner acceptable to the Buyer by Arthur Anderson & Company or other independent public accountants reasonably acceptable to the Buyer and the Trustee; provided, however, if such Seller's financial statements are consolidated in the financial statements of the Servicer, then this requirement will be deemed satisfied by delivery of the Servicer's financial statements in the form required by this subsection; (iii) as soon as possible and in any event within five (5) days after the occurrence of each Termination Event or event which, with the giving of notice or lapse of time, or both, would constitute an Termination Event, a statement of a senior financial officer of such Seller setting forth details of such Termination Event or event and the action that such Seller has taken and proposes to take with respect thereto; (iv) promptly after the sending or filing thereof, copies of all reports that such Seller sends to any of its security holders and copies of all reports and registration statements that the Seller files with the Securities and Exchange Commission or any United States securities exchange; (v) promptly after the filing or receiving thereof, copies of all reports and notices that such Seller or any Affiliate files under ERISA with the Internal Revenue Service or the Pension Benefit Guaranty Corporation or the U.S. Department of Labor or that such Seller or any Affiliate (including the Servicer) receives from any of the foregoing or from any multiemployer plan (within the meaning of Section 4001(a)(3) of ERISA) to which such Seller or any Affiliate is or was, within the preceding five years, a contributing employer, in each case in respect of the assessment of withdrawal liability or an event or condition which could, in the aggregate, result in the imposition of liability on such Seller or any Affiliate in excess of $1,000,000; (vi) at least thirty (30) Business Days prior to any change in such Seller's name, a notice setting forth the new name and the effective date thereof) and (vii) such other information respecting the Pool Receivables or the condition or operations, financial -25- or otherwise, of such Seller or any of its subsidiaries as the Buyer may from time to time reasonably request. (k) Insurance. Each Seller shall maintain or cause to be maintained insurance with respect to its business and operations with insurance companies against such hazards and in such amounts as are substantially equivalent to the insurance which was maintained by or for the benefit of such Seller on the Closing Date; provided, that Seller may reduce the aggregate amount of any existing general liability coverage to not less than Fifty Million Dollars ($50,000,000). (1) Liens. Except for the conveyances hereunder, neither Seller will sell, pledge, assign (by operation of law or otherwise) or otherwise dispose of, or grant, create, incur, assume or permit to exist any Lien upon or with respect to any Pool Receivable or Related Security, or any interest therein, or assign any right to receive income from or in respect of any of the foregoing, and each Seller shall defend the right, title and interest of the Buyer in, to and under the Pool Receivables whether now existing or hereafter created, against all claims of third parties claiming through or under such Seller. (m) Receivables to be Accounts. Each Seller will take no action to cause any Receivable to be evidenced by any instrument (as defined in the UCC as in effect in any applicable jurisdiction). Each Receivable shall be payable pursuant to a Contract which does not create a Lien on any goods purchased thereunder. Each Seller will take no action to cause any Receivable to be anything other than an "account" or the "proceeds" thereof for purposes of the UCC as in effect in any applicable jurisdiction. (n) Notice of Adverse Claims. Each Seller shall notify the Trustee and the Investor Certificate holder Representative after becoming aware of any Lien on any Receivable. (o) Information Provided to Rating Agency. Each Seller will use its best efforts to cause all information provided to the Rating Agency pursuant to this Agreement and the other Transaction Documents or in connection with any action required or permitted to be taken under this Agreement and the other Transaction Documents to be complete and accurate in all material respects. (p) Compliance with Laws, etc. Each Seller will comply in all material respects with all applicable laws, rules, regulations, judgments, decrees and orders (including, without -26- limitation, those relating to the Receivables, the Related Security and the related contracts and any other agreements related thereto). (q) Change in Name. Each Seller will not change its corporate name or the name under or by which it does business, unless the appropriate Seller shall have given the Servicer and the Trustee prior written notice thereof and, within twenty-one (21) days after any such change in name, the appropriate Seller shall file (or cause to be filed) such financing statements or amendments as may be necessary to continue the perfection of the Buyer's security interest in the Receivables, the Related Security and the proceeds thereof. (r) Preservation of Corporate Existence. Each Seller shall take all actions necessary to maintain its current status as a corporation in good standing under the laws of the State of Delaware. (s) Future Contracts. Each Seller shall use all reasonable efforts to insert a clause in the future Contracts with Obligors waiving the offset rights of each such Obligor. SECTION 5.2 Buyer Covenant regarding Sale Treatment. The Buyer agrees to treat this conveyance for all purposes (including, without limitation, tax and financial accounting purposes) as a sale on all relevant books, records, tax returns, financial statements and other applicable documents, except to the extent such conveyance is made in the form of a capital contribution pursuant to Section 2.3. SECTION 5.3 Servicer Covenants. (a) Certain Documentation. The Servicer shall hold in trust for the account of the Buyer (to the extent of its interest therein) any document evidencing or securing a Pool Receivable and the related Contract, other than instruments (as such term is used in the UCC), if any, that shall have been delivered to the Buyer hereunder. Such holding in trust by the Servicer shall be deemed to be the holding thereof by the Buyer for purposes of perfecting the Buyer's rights therein as provided in the UCC. The Servicer shall, upon the Buyer's request, deliver to the Buyer any document held by the Servicer in trust hereunder. (b) No Rescission or Cancellation. The Servicer shall not permit any rescission or cancellation of a Pool Receivable or a related Contract except (i) as ordered by a court of competent jurisdiction or other governmental authority or (ii) in the -27- ordinary course of business or in accordance with the Credit and Collection Policy. (c) Financial Statements. Servicer shall provide to the Buyer as soon as possible, in any event not later than the last day of the following Accounting Period, a consolidated balance sheet of the Servicer and its subsidiaries as of the end of each Accounting Period and statements of income of the Servicer and its subsidiaries for such Accounting Period, certified by the chief financial officer of the Servicer. (d) Payables Aging System. The Servicer shall use its best efforts to create a payables aging system to determine the aging of its accounts payable on a monthly basis. (e) Status Reports. The Servicer shall provide a written report to Buyer, on a quarterly basis, the status of the Servicer's implementation of the recommendations contained in the management letter of Arthur Anderson & Co. dated June 11, 1993 to the Servicer with respect to revenue, accounts receivable and cash application, including a copy of quarterly supplemental report of Arthur Anderson & Co. as to such implementation. ARTICLE 6 ADMINISTRATION AND COLLECTION SECTION 6.1 Designation of Servicer. (a) Designation. The administration and collection of the Pool Receivables shall be conducted by the Servicer so designated from time to time in accordance with this Section 6.1. Chemical Leaman Corporation is hereby designated as, and hereby agrees to perform the duties and obligations of, the Servicer pursuant to the terms of this Agreement. The Servicer or any successor Servicer may be replaced and a new Person (including the Buyer) designated as the successor Servicer, if such Person shall consent and agree to be bound by the terms hereof (i) by the Buyer at any time after the occurrence of a Termination Event or (ii) at the election of the Buyer at any time, by any successor Servicer appointed under and pursuant to the Pooling and Servicing Agreement. (b) Subcontract. The Servicer may, with the prior consent of the Buyer, subcontract with any other Person for the administration and collection of the Pool Receivables. Any such subcontract shall not affect the Servicer's liability for -28- performance of its duties and obligations pursuant to the terms hereof. SECTION 6.2 Duties of Servicer. (a) General Administration. The Servicer shall take or cause to be taken all such actions as may be necessary or advisable to collect each Pool Receivable from time to time, all in accordance with applicable laws, rules and regulations, with reasonable care and diligence, and in accordance with the Credit and Collection Policy. The Sellers and the Buyer hereby appoint the Servicer, from time to time designated pursuant to Section 6.1 hereof, as agent for themselves, to enforce their respective rights and interests in the Pool Receivables, the Related Security and the related Contracts. (b) Collection Administration. The Servicer shall administer the Collections in accordance with the procedures described herein and in Section 2.5 hereof. The Servicer shall set aside and automatically transfer to the Buyer, for the account of each Seller, the Collections of Pool Receivables originated by such Seller in accordance with Section 2.5 hereof. (c) Receivable Adjustment. If no Termination Event or event that but for notice or lapse of time or both would constitute a Termination Event shall have occurred and be continuing, the Servicer, may, with the consent of the relevant Seller, in accordance with the Credit and Collection Policy, extend the maturity or adjust the Account Balance of any Pool Receivable as the Servicer deems appropriate to maximize collections thereof. (d) Documentation. The Servicer shall hold in trust and legend appropriately for the relevant Seller and the Buyer, in accordance with their respective interests, all computer tapes or disks and other documents or instruments that evidence or relate to Pool Receivables. (e) Application of Proceeds. The Servicer shall as soon as practicable following receipt turn over to the relevant Seller any cash collections or other cash proceeds received with respect to Receivables not constituting Pool Receivables. (f) Calculation of Collection. The Servicer shall from time to time at the request of the Buyer, furnish to the Buyer (promptly after any such request) a calculation of the amounts deposited into the Permitted Lock-Box pursuant to Section 2.5(b) hereof. -29- (g) Daily Reports. On each Business Day, the Servicer shall deliver to Buyer a Servicer Daily Report setting forth the aggregate Purchase Price of Pool Receivables generated on the preceding Business Day and the aggregate Repurchase Price of Pool Receivables to be repurchased on such Business Day pursuant to Section 7.1 hereof. (h) Monthly Reports. On or prior to the twentieth (20th) calendar day following the end of the immediately preceding Accounting Period, the Servicer shall prepare and forward to the Buyer a Servicer Monthly Report relating to a listing by Obligor of all Pool Receivable originated by each Seller outstanding on such last day of the preceding Accounting Period, together with an analysis of the aging of such Pool Receivables by Obligor and such additional information as may be reasonably requested by the Buyer, except that the calculation of the Fixed Charge Ratio and the consolidated shareholder's equity shall be shown on a supplemental report from the Servicer to the Buyer on or before the twenty-fifth calendar day following the end of the immediately preceding Accounting Period. SECTION 6.3 Rights of the Buyer. (a) Each Seller hereby transfers to the Buyer, pursuant to the Lock-Box Agreements, the exclusive ownership and control of the Permitted Lock-Box to which the Obligors of Pool Receivables originated by such Seller shall make payments. Each Seller shall take any actions reasonably requested by the Buyer to further evidence and effect such transfer. (b) At any time, upon five (5) Business Days' prior written notice to the Sellers and the Servicer or after the occurrence of and during the continuance of any Termination Event: (i) The Buyer may direct the Obligors of Pool Receivables that all payments thereunder be made directly to the Buyer or its designee. (ii) Each Seller shall, at the Buyer's request and at such Seller's expense, notify each Obligor of Pool Receivables originated by such Seller of the ownership rights of Buyer under this Agreement and direct that payments be made directly to the Buyer or its designee. (iii) Each Seller shall, at the Buyer's request and at such Seller's expense, (A) assemble all of the -30- documents, instruments and other records (including, without limitation, computer tapes and disks) that evidence or relate to the Pool Receivables, and the related Contracts and Related Security, or that are otherwise necessary or desirable to collect the Pool Receivables, and shall make the same available to the Buyer at a place selected by the Buyer or its designee, and (B) segregate all cash, checks and other instruments received by it from time to time constituting Collections of Pool Receivables in a manner acceptable to the Buyer and, promptly upon receipt, remit all such cash, checks and instruments, duly indorsed or with duly executed instruments of transfer, to the Buyer or its designee. (iv) Each Seller authorizes the Buyer to take any and all steps in the Seller's name and on behalf of such Seller that are necessary or desirable, in the determination of the Buyer, to collect amounts due under the Pool Receivables of such Seller, including, without limitation, indorsing such Seller's name on checks and other instruments representing Collections of Pool Receivables and enforcing the Pool Receivables and the Related Security and related Contracts. SECTION 6.4 Responsibilities of the Sellers. Anything herein to the contrary notwithstanding: (a) Each Seller shall perform its obligations under the Contracts related to the Pool Receivables originated by it to the same extent as if such Pool Receivables had not been sold, and the exercise by the Buyer of its rights hereunder shall not release the Servicer or either Seller from any of their respective duties or obligations with respect to any Pool Receivables or under the related Contracts; and (b) The Buyer shall not have any obligation or liability with respect to any Pool Receivables or related Contracts, nor shall it be obligated to perform the obligations of the relevant Seller thereunder. SECTION 6.5 Further Actions Evidencing Purchases. (a) Each Seller agrees from time to time, at its expense, to promptly execute and deliver all further instruments and documents, and to take all further actions, that may be necessary or desirable, or that the Buyer may reasonably request, to perfect, protect or more fully evidence the purchase of the -31- Pool Receivables by Buyer hereunder, or to enable the Buyer or the Servicer to exercise and enforce its rights and remedies hereunder. Without limiting the foregoing, each Seller will upon the request of the Buyer (i) execute and file such financing or continuation statements, or amendments thereto, and such other instruments and documents, that may be necessary or desirable, or that the Buyer may reasonably request, to perfect, protect or evidence the sale of the Pool Receivables to Buyer; (ii) mark its master data processing records evidencing such Pool Receivables and related Contracts with such a legend; or (iii) after the occurrence and continuance of any Termination Event, mark conspicuously each invoice evidencing each Pool Receivable of such Seller and the related Contract with a legend, reasonably acceptable to the Buyer, evidencing that they have been sold. (b) Each Seller authorizes the Buyer to file financing or continuation statements, and amendments thereto, relating to the Pool Receivables originated by such Seller and the Related Security, the related Contracts and the Collections with respect thereto without the signature of such Seller where permitted by law. A photocopy or other reproduction of this Agreement shall be sufficient as a financing statement where permitted by law. (c) If the Servicer fails to perform any of its obligations hereunder, the Buyer may (but shall not be required to) itself perform, or cause performance of, such obligation; and the Buyer's costs and expenses incurred in connection therewith shall be payable by the Sellers (if the Servicer that fails to so perform is Chemical Leaman Corporation or its designee) as provided in Section 8.2 or Section 10.5, as applicable. SECTION 6.6 Servicer Fee. The Buyer shall pay Servicer for each Settlement Period a collection agent fee (the "Servicer Fee") of .03125% of all Pool Receivables collected during such Settlement Period, calculated based on the Servicer Monthly Reports. The Servicer Fee shall be payable only from Collections, and Buyer shall be entitled to a credit against any Servicer Fee payable hereunder equal to the amount of any Servicer Fee payable under the Pooling and Servicing Agreement for the same period. SECTION 6.7 Conflict. To the extent the duties and rights of the Servicer hereunder conflict with the rights and duties of the Servicer under the Pooling and Servicing Agreement, the terms of the Pooling and Servicing Agreement shall control so long as any Investor Certificate shall be outstanding. -32- ARTICLE 7 PURCHASE PRICE ADJUSTMENT SECTION 7.1 Adjustment of Purchase Price. If (i) a Seller's representation under Sections 4.1(h), (i), (j), (n) and (r) hereof regarding a Pool Receivable purchased by Buyer hereunder is breached, (ii) a Seller shall breach its covenant in Section 5.1(1) hereof regarding a Pool Receivable purchased by Buyer hereunder, or (iii) the principal amount of a Pool Receivable purchased by Buyer hereunder is reduced in whole or in part by or as a result of a Dilution Event, such Seller shall be deemed to have received on the date of such determination a Collection of such Receivable in an amount equal to the unpaid balance of such Pool Receivable, in the case of such breach, and in the amount of such reduction, in the case of such Dilution Event (herein the sum of all such amounts for such Seller on any day being collectively called the "Purchase Price Adjustment"), and such Seller shall pay the amount of the Purchase Price Adjustment for such Seller in the manner provided for in Section 7.2 hereof. SECTION 7.2 Adjustment to Notes. The Purchase Price Adjustment on any day shall be paid on such day made by an automatic reduction of the Buyer Note to such Seller in the amount of the Purchase Price Adjustment, and if the principal balance of the Buyer Note to such Seller is less than such Purchase Price Adjustment and the Seller Percentage is less than the Required Minimum Seller Percentage under the Pooling and Servicing Agreement on such day, such deficiency shall be immediately paid in immediately available funds by the Seller to Buyer by deposit to the Permitted Lock-Box. SECTION 7.3 Readjustment. If all or any portion of any Pool Receivable, the Purchase Price for which has been adjusted in accordance with clause (i) of Section 7.1 hereof, has been collected and received by Buyer, then the Purchase Price in such amount shall be automatically reinstated and the applicable Buyer Note automatically increased by an amount equal to the lesser of (x) the amount of the Purchase Price Adjustment therefor and (y) the amount so collected and received. SECTION 7.4 Obligations Not Affected. The obligations of each Seller to the Buyer under this Article 7 shall not be affected by any invalidity, illegality or irregularity of any Receivable, the related Contract or the sale thereof, except and to the extent that any such invalidity, illegality or -33- irregularity is caused solely by the gross negligence or willful misconduct of the Buyer. ARTICLE 8 TERMINATION SECTION 8.1 Termination Events. Any of the following events shall be deemed to be a Termination Event: (a) The Servicer (if appointed by Sellers) (i) shall fail to perform or observe any material term, covenant or agreement hereunder other than as referred to in clause (ii) of this subsection (a) and such failure shall remain unremedied for ten (10) Business Days after notice thereof is given, or (ii) shall fail to make when due any material payment or deposit to be made by it hereunder; or (b) Either Seller shall fail (i) to transfer to the Buyer when properly requested any rights pursuant hereto which the Seller then has as servicer, or (ii) to make any payment required under Section 2.5 hereof; or (c) Any representation or warranty made by either Seller (or any of their respective officers) under or in connection herewith or any information or report delivered by any Seller pursuant hereto shall prove to have been incorrect or untrue in any material respect when made or deemed made or delivered; or (d) Either Seller or the Servicer (if appointed by Seller) shall fail to perform or observe any material term, covenant or agreement contained herein on its part to be performed or observed and any such failure shall remain unremedied for thirty (30) days after written notice thereof shall have been given to the Sellers and the Servicer by the Buyer; or (e) Any purchase pursuant hereto shall for any reason (other than pursuant to the terms hereof) cease to create, a valid and perfected first priority ownership interest in each applicable Pool Receivable and the Related Security and Collections with respect thereto; or (f) Either Seller or the Servicer shall make a general assignment for the benefit of creditors) or any proceeding shall be instituted by or against any Seller or the Servicer seeking to adjudicate it a bankrupt or insolvent, or seeking liquidation, -34- winding up, reorganization, arrangement, adjustment, protection, relief, or composition of it or its debts under any law relating to bankruptcy, insolvency or reorganization or relief of debtors, or seeking the entry of an order for relief or the appointment of a receiver, trustee, custodian or other similar official for it or for any substantial part of its property and, in the case of any such proceeding instituted against it (but not instituted by it), either such proceeding shall remain undismissed or unstayed for a period of sixty (60) days, or any of the actions sought in such proceeding (including an order for relief against, or the appointment of a receiver, trustee, custodian or other similar official for, it or for any substantial part of its property) shall occur; or either Seller or the Servicer shall take any corporate action to authorize any of the actions set forth above in this subsection (f); or (g) A Termination Event shall be declared or occur automatically, as applicable under the Pooling and Servicing Agreement. SECTION 8.2 Consequences of a Termination Event. (a) If a Termination Event specified in Section 8.1 hereof shall occur and be continuing, the Buyer may, by notice to the Sellers, terminate its Purchase Obligation hereunder; provided that, in the case of a Termination Event under Section 8.1(f), such Purchase Obligation shall be automatically terminated without any action on the part of the Buyer. (b) Upon any termination of the Buyer's obligation to purchase additional Pool Receivables pursuant to this Section 8.2, the Buyer shall have, in addition to all rights and remedies under this Agreement or otherwise, all other rights and remedies provided under the UCC of the applicable jurisdiction and under other applicable laws, which rights shall be cumulative. (c) The parties hereto acknowledge that this Agreement is, and is intended to be, a contract to extend financial accommodations to the Seller within the meaning of Section 365(e)(2)(B) of the Federal Bankruptcy Code (11 U.S.C. ss.365 (e)(2)(B)) (or any amended or successor provision thereof or any amended or successor code). -35- ARTICLE 9 INDEMNIFICATION SECTION 9.1 Indemnities by the Sellers. Without limiting any other rights that the Buyer or any Affiliate thereof (each, an "Indemnified Party") may have hereunder or under applicable law, the Sellers hereby agree to indemnify each Indemnified Party from and against any and all claims, losses and liabilities (including reasonable attorneys' fees) (all of the foregoing being collectively referred to as "Indemnified Amounts") arising out of or resulting from this Agreement, the transactions contemplated hereby or the use of proceeds of purchases of any Pool Receivable or any Contract, expressly excluding, however, (a) Indemnified Amounts to the extent resulting from gross negligence or willful misconduct on the part of such Indemnified Party, or (b) recourse (except as otherwise specifically provided in this Agreement) for uncollectible Receivables, or (c) any income taxes incurred by such Indemnified Party arising out of or as a result of this Agreement or the ownership of Pool Receivable or in respect of any Receivable or any Contract. Without limiting or being limited by the foregoing, the Sellers shall pay on demand to each Indemnified Party any and all amounts necessary to indemnify such Indemnified Party from and against any and all Indemnified Amounts relating to or resulting from any of the following: (i) the sale of any Eligible Receivable which is not at the date of the creation of Buyer's interest therein an Eligible Receivable; (ii) reliance on any representation or warranty or statement made or deemed made by the Sellers or the Servicer (or any of their respective officers) under or in connection with this Agreement (which shall have been incorrect in any material respect when made; (iii) the failure by the Sellers to comply with any applicable law, rule or regulation with respect to any Pool Receivable or the related Contract; or the failure of any Pool Receivable or the related Contract to conform to any such applicable law, rule or regulation; (iv) the failure to vest in the Buyer an ownership interest in the Receivables in, or purporting to be in, the Receivables Pool and the Related Security and Collections in respect thereof, free and clear of any Lien; -36- (v) the failure to have filed, or any delay in filing, financing statements or other similar instruments or documents under the UCC of any applicable jurisdiction or other applicable laws with respect to any Receivables in, or purporting to be in, the Receivables Pool and the Related Security and Collections in respect thereof, whether at the time of any purchase or at any subsequent time; (vi) any dispute, claim, offset or defense (other than discharge in bankruptcy of the Obligor) of the Obligor to the payment of any Receivable in, or purporting to be in, the Receivables Pool (including, without limitation, a defense based on such Receivable or the related Contract not being a legal, valid and binding obligation of such Obligor enforceable against it in accordance with its terms), or any other claim resulting from the sale of the merchandise or services related to such Receivable or the furnishing or failure to furnish such merchandise or services; (vii) any failure of the Servicer or either of the Sellers, as Servicer or otherwise, to perform its duties or obligations in accordance with the provisions of this Agreement; (viii) the commingling of Collections of Pool Receivables at any time with other funds) or (ix) any action or omission by either Seller, whether as Servicer or otherwise, reducing or impairing the rights of the Buyer with respect to any Pool Receivable or the value of any Pool Receivable. ARTICLE 10 MISCELLANEOUS SECTION 10.1 Amendments, Etc. No amendment or waiver of any provision of this Agreement or consent to any departure by the Sellers therefrom shall be effective unless in a writing signed by the Buyer, and then such amendment, waiver or consent shall be effective only in the specific instance and for the specific purpose for which given. No failure on the part of the Buyer to exercise, and no delay in exercising, any right hereunder shall operate as a waiver thereof) nor shall any single -37- or partial exercise of any right hereunder preclude any other or further exercise thereof or the exercise of any other right. SECTION 10.2 Notices, Etc. All notices and other communications hereunder shall, unless otherwise stated herein, be in writing (including facsimile communication) and sent by any national overnight delivery service, by telecopy if sender retains proof of telecopy, or delivered, to each party hereto, at its address set forth below or at such other address as shall be designated by such party in a written notice to the other parties hereto: If to Sellers: Chemical Leaman Tank Lines, Inc. 102 Pickering Way Lionville, Pennsylvania 19341 Attention: President Facsimile No.: (215) 363-4251 and Quala Systems, Inc. 102 Pickering Way Lionville, Pennsylvania 19341 Attention: President Facsimile No.: (215) 363-4281 With a required copy to: Chemical Leaman Corporation 102 Pickering Way Lionville, Pennsylvania 19341 Attention: Legal Department With a required copy to: Fidelity Bank, National Association The Fidelity Building 123 South Broad Street Philadelphia, Pennsylvania 19109 Attention: Corporate Trust Department If to Servicer: Chemical Leaman Corporation 102 Pickering Way Lionville, Pennsylvania 19341 Attention: Chief Financial Officer Facsimile No.: (215) 363-4251 -38- If to Buyer: Pickering Way Funding Corp. 102 Pickering Way Lionville, Pennsylvania 19341 Attention: President Notices and communications by (i) facsimile shall be effective when sent if a copy of such facsimile, together with proof of such telecopying, is sent by first class U.S. mail, promptly thereafter to the recipient of such facsimile, (ii) by national overnight delivery service shall be effective the next Business Day; and (iii) notices and communications sent by other means shall be effective when received. SECTION 10.3 Assignment. (a) This Agreement and the Buyer's rights and obligations herein (including ownership of each Pool Receivable) shall be assignable by the Buyer and its successors and assigns. The term "Buyer" shall include any owner by assignment or otherwise of a Pool Receivable. Neither the Sellers nor the Servicer may assign their respective rights hereunder or any interest herein without the prior written consent of the Buyer. (b) Sellers acknowledge that Buyer has, pursuant to the Pooling and Servicing Agreement, transferred the Pool Receivables to the Trustee and assigned its rights hereunder to the Trustee for the benefit of the Certificate- holders as set forth in the Pooling and Servicing Agreement; and no further assignment may be made by either Seller hereunder so long as any Investor Certificates are outstanding under the Pooling and Servicing Agreement. All notices to, and rights of, the Buyer hereunder shall be given to, and exercised solely by, the Trustee, until the expiration of the Revolving Period under the Pooling and Servicing Agreement. SECTION 10.4 Survival. The obligations and duties of the Servicer and the Sellers hereunder (except its obligations to sell Pool Receivables under Section 2.1 hereunder) shall survive any termination of this Agreement so long as any Investor Certificates are outstanding under the Pooling and Servicing Agreement. SECTION 10.5 Costs, Expenses and Taxes. (a) In addition to the rights of indemnification granted under Section 9.1 hereof, the Sellers agree to pay on demand all costs and expenses in connection with the preparation, -39- execution, delivery and administration (including periodic auditing of Pool Receivables) of this Agreement and the other documents and agreements to be delivered hereunder, including, without limitation, (i) the reasonable fees of counsel for the Buyer with respect to the preparation, execution and delivery of this Agreement, and the other documents and agreements to be delivered hereunder; and all reasonable out-of-pocket expenses of counsel for the Buyer with respect to the foregoing; (ii) the reasonable fees and out-of-pocket expenses of counsel for the Buyer with respect to administration of this Agreement, including, without limitation, advising the Buyer as to its rights and remedies hereunder and (iii) all costs and expenses, if any (including reasonable counsel fees and expenses), in connection with the enforcement or amendment of this Agreement and the other documents and agreements to be delivered hereunder. (b) In addition, the Sellers shall pay (i) any and all costs and expenses of any issuing and paying agent or other Person responsible for the administration of the Buyer's commercial paper program in connection with the preparation, completion, issuance, delivery or payment of commercial paper notes issued to fund the purchase or maintenance of any Pool Receivable, and (ii) any and all stamp and other taxes and fees payable in connection with the execution, delivery, filing and recording of this Agreement or the other documents or agreements to be delivered hereunder, and agrees to save each Indemnified Party harmless from and against any liabilities with respect to or resulting from any delay in paying or omission to pay such taxes and fees. SECTION 10.6 No Proceedings. The Sellers and the Servicer each hereby agrees that it will not institute against the Buyer any proceeding of the type referred to in Section 8.1(f) so long as any Investor Certificate issued under the Pooling and Servicing Agreement shall be outstanding or there shall not have elapsed one year plus one day since the last day on which any such Investor Certificates shall have been outstanding. SECTION 10.7 Holidays. Except as may be provided in this Agreement to the contrary, if any payment due hereunder shall be due on a day which is not a Business Day, such payment shall instead be due the next following Business Day. SECTION 10.8 No Implied Waiver; Cumulative Remedies. No course of dealing and no delay or failure of the Buyer in exercising any right, power or privilege under this Agreement shall affect any other or future exercise thereof or the exercise -40- of any other right, power or privilege; nor shall any single or partial exercise of any such right, power or privilege or any abandonment or discontinuance of steps to enforce such a right, power or privilege preclude any further exercise thereof or of any other right, power or privilege. The rights and remedies of the Buyer under this Agreement Document are cumulative and not exclusive of any rights or remedies which the Buyer would otherwise have. SECTION 10.9 No Discharge. The obligations of the Sellers under this Agreement shall be absolute and unconditional and shall remain in full force and effect without regard to, and shall not be released, discharged or in any way affected by (a) any exercise or nonexercise of any right, remedy, power or privilege under or in respect of this Agreement or applicable law, including, without limitation, any failure to set-off or release in whole or in part by the Buyer of any balance of any deposit account or credit on its books in favor of the Sellers or any waiver, consent, extension, indulgence or other action or inaction in respect of any thereof, or (b) any other act or thing or omission or delay to do any other act or thing which would operate as a discharge of the Seller as a matter of law. SECTION 10.10 Severability. The provisions of this Agreement are intended to be severable. If any provision of this Agreement shall be held invalid or unenforceable in whole or in part in any jurisdiction, such provision shall, as to such jurisdiction, be ineffective to the extent of such invalidity or unenforceability without in any manner affecting the validity or enforceability of such provision in any other jurisdiction or the remaining provisions hereof in any jurisdiction. SECTION 10.11 Governing Law. THIS AGREEMENT AND THE BUYER NOTES SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE COMMONWEALTH OF PENNSYLVANIA (EXCEPT FOR SECTION 9-103 OF THE UNIFORM COMMERCIAL CODE), EXCLUDING ITS CONFLICT OF LAWS RULES. The Sellers hereby consent to the jurisdiction of the courts of the Commonwealth of Pennsylvania and the courts of the United States located in the Commonwealth of Pennsylvania for the purpose of adjudicating any claim or controversy arising in connection with this Agreement, and for such purpose, to the extent it may lawfully do so, waives any objection to such jurisdiction or to venue therein. SECTION 10.12 Prior Understandings. (a) This Agreement sets forth the entire understanding of the parties relating to the subject matter hereof, and -41- supersedes all prior understandings and agreements, whether written or oral. (b) To the extent that provision of this Agreement conflicts with any provision of the Pooling and Servicing Agreement, the provisions of the Pooling and Servicing Agreement shall govern. SECTION 10.13 Set-off. In case a Termination Event shall occur and be continuing, the Buyer and, to the fullest extent permitted by law, the holder of any assignment of the Buyer's rights hereunder, shall each have the right, in addition to all other rights and remedies available to it, without notice to the Sellers, to set-off against and to appropriate and apply to any amount owing by the Sellers hereunder which has become due and payable, any debt owing to, and any other funds held in any manner for the account of, the Sellers by the Buyer or by any holder of any assignment, including, without limitation, all funds in all deposit accounts (whether time or demand, general or special, provisionally credited or finally credited, or otherwise) now or hereafter maintained by the Sellers with the Buyer or any holder of any assignment. Such right shall exist whether or not such debt owing to, or funds held for the account of either of the Sellers is or are matured other than by operation of this Section 10.13 and regardless of the existence or adequacy of any collateral, guaranty or any other security, right or remedy available to the Buyer or any holder. Nothing in this Agreement shall be deemed a waiver or prohibition or restriction of the Buyer's or any holder's rights of set-off or other rights under applicable Law. SECTION 10.14 Execution in Counterparts. This Agreement may be executed in any number of counterparts, each of which when so executed shall be deemed to be an original and all of which when taken together shall constitute one and the same agreement. Delivery of an executed counterpart of a signature page of this Agreement by facsimile shall be effective as delivery of a manually executed counterpart of this Agreement. [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK] -42- IN WITNESS WHEREOF, the parties have caused this Agreement to be executed by their respective officers "hereunto duly authorized, as of the date first above written. ATTEST: CHEMICAL LEAMAN TANK LINES, INC. By: /s/ [Illegible] - ------------------------------ ------------------------------- (Assistant) Secretary (Vice) President ATTEST: QUALA SYSTEMS, INC. By: /s/ [Illegible] - ------------------------------ ------------------------------- (Assistant) Secretary (Vice) President ATTEST: CHEMICAL LEAMAN CORPORATION By: /s/ Charles E. Fernald - ------------------------------ ------------------------------- (Assistant) Secretary (Vice) President ATTEST: PICKERING WAY FUNDING CORP. By: /s/ Charles E. Fernald - ------------------------------ ------------------------------- (Assistant) Secretary (Vice) President -43- SCHEDULE A List of Pool Receivables QUALA SYSTEMS, INC. SUMMARY Summary of Quala Systems, Inc. aged accounts receivable as of May 1, 1993 (showing detailed aging over 90 days from invoice date) total $1,605,435. RCP017 AGED ACCOUNTS RECEIVABLE AS OF 4/30/93
CO CUST NAME 0-90 91-120 121-150 151-180 181-210 OVER 6 063593 .00 .00 .00 .00 .00 245.00 6 001135 A & R TRANSPORT INC .00 .00 .00 .00 .00 6.33- 6 075238 A B ROBERTS 2,470.00 320.00 .00 .00 .00 .00 6 009948 A G TRUCKING 370.00 .00 .00 .00 .00 .00 6 081375 A J SANDI 1,166.00 .00 .00 .00 .00 .00 6 000003 A J WEIGAND INC 3,086.00 .00 .00 .00 .00 .00 6 025619 A T & T .00 .00 .00 .00 .00 199.80 6 060910 A W MARTIN 155.00 .00 .00 .00 .00 .00 6 000130 ABCO 1,032.00 .00 .00 .00 .00 .00 6 073385 ACCOUNTS RECEIVABLE .00 290.17- .00 .00 .00 .00 6 003773 ACHEM CORPORATION 2,179.00 .00 .00 .00 .00 152.50 6 009734 ACME RESIN CORPORATION 195.00 .00 .00 .00 .00 .00 6 082688 ADM CORP 400.00 .00 .00 .00 .00 .00 6 075608 ADM TRANSPORT 196.00 .00 .00 .00 .00 .00 6 074616 ADM TRUCKING INC 2,510.20 .00 .00 .00 .00 .00 6 003943 AERO LIQUID TRANSPORT 190.00 .00 147.00 15.00 169.60 738.39 6 024524 AERO LIQUID TRANSPORT .00 .00 .00 .00 .00 6.22- 6 085504 AFFILIATED 1,025.84- .00 .00 .00 .00 1,147.52 6 070526 AIR PRODUCTS & CHEMICALS 189.00 .00 .00 .00 .00 .00 6 076023 AIR PRODUCTS & CHEMICALS 4,107.50 1,208.40 .00 .00 .00 .00 6 023132 AKZ0 CHEMICALS INC 160.00 .00 .00 .00 .00 .00 6 064026 AL THOMPSON TRUCKING 1,358.00 .00 .00 .00 .00 .00 6 089488 ALL FREIGHT SERVICES 160.00 .00 .00 .00 .00 .00 6 083716 ALL TANK TRANSPORT 6,672.50 1,365.00 2,135.00 1,280.00 3,183.47 .00 6 050105 ALLIANCE TRANSPORTATION S 340.00 .00 .00 .00 .00 .00 6 015005 ALLIED-SIGNAL INC 227.50 .00 .00 .00 .00 .00 6 023976 ALLIED-SIGNAL INC 530.00 .00 .00 .00 .00 .00 6 085183 ALLIED-SIGNAL INC 4,042.68 .00 .00 .00 .00 .00 6 078219 ALPHA CHEMICAL CORP 235.00 .00 .00 .00 .00 .00 6 074005 ALTOM TRANSPORT 115.00 .00 .00 .00 .00 .00 6 002150 AMERICAN CYANAMID COMPANY 165.00 360.00 .00 .00 .00 .00 6 003020 AMERICAN CYANAMID COMPANY 915.00 .00 .00 .00 .00 .00 6 004981 AMERICAN INDUSTRIAL CHEM 245.67 .00 .00 .00 .00 .00 6 090133 AMERICAN TANK CONTAINERS 153.70 .00 .00 .00 .00 .00 6 055099 AMERICAN TANK TRANSPORT 180.20 .00 .00 .00 .00 .00 6 004803 AMERICHEM INC 305.00 .00 .00 .00 .00 .00 6 072761 AMOCO CHEMICAL CORP 3,680.00 .00 .00 .00 .00 .00 6 001682 AMOCO OIL COMPANY 310.00 .00 .00 .00 .00 .00 6 071627 ANDREW TRANSPORT INC. 110.00 .00 .00 .00 .00 .00 6 004030 ARCHER DANIELS MIDLAND CO 779.00 .00 .00 .00 .00 .00 6 053934 ARCHER DANIELS MIDLAND CO 223.56 .00 .00 .00 .00 .00 6 006555 ARCO CHEMICAL COMPANY 305.00 .00 .00 .00 .00 .00 6 074203 ARISTECH CHEMICAL CORP 796.00 .00 .00 .00 .00 405.00- 6 075313 ARMSWAY TANK TRANSPORT 134.35 .00 .00 .00 .00 4.50 6 004780 ASHLAND CHEMICAL COMPANY 120.00 .00 .00 .00 .00 .00 6 005080 ASHLAND CHEMICAL COMPANY 1,148.04 .00 259.20 .00 .00 .00 6 012059 ASHLAND CHEMICAL COMPANY 230.00 .00 .00 .00 .00 .00 6 021700 ASHLAND CHEMICAL COMPANY 606.00 .00 .00 .00 .00 230.00 6 022016 ASHLAND CHEMICAL COMPANY .00 .00 .00 .00 .00 248.98 6 056381 ASHLAND CHEMICAL COMPANY 200.00 .00 .00 .00 .00 70.00- 6 060998 ASHLAND CHEMICAL COMPANY 134.00 .00 .00 .00 162.00 .00
RCP017 AGED ACCOUNTS RECEIVABLE AS OF 4/30/93
CO CUST NAME 0-90 91-120 121-150 151-180 181-210 OVER 6 086823 ASHLAND CHEMICAL COMPANY .00 .00 .00 .00 276.00- .00 6 087426 ASHLAND CHEMICAL COMPANY .00 .00 .00 .00 285.00- .00 6 088083 ASHLAND CHEMICAL COMPANY 480.00 .00 .00 .00 .00 .00 6 028345 ASHLAND OIL CO 3,445.00 .00 .00 .00 .00 .00 6 071728 AUTUMN IND INC 640.00 .00 .00 .00 .00 .00 6 062687 B B & L INC 360.00 .00 .00 .00 .00 .00 6 053768 BALTIMORE TANK LINES 960.36 .00 .00 .00 .00 .00 6 082003 BARNETT TRANSPORTATION IN 2,009.80 .00 .00 .00 .00 .00 6 005091 BASF CORPORATION .00 140.00 .00 .00 .00 .00 6 009209 BASF INMONT CORPORATION 175.00 .00 .00 .00 .00 .00 6 001963 BECKER CORPORATION 170.00 .00 .00 .00 .00 .00 6 028738 BEECHAM INC 195.00 .00 .00 .00 .00 .00 6 088710 BEELMAN .00 .00 .00 70.00- .00 .00 6 079562 BEELMAN TRUCK CO 207.00 .00 5.43 .00 .00 70.00- 6 005572 BENZSAY & HARRISON .00 .00 .00 .00 .00 18.27 6 008910 BETZ LABORATORIES INC 5,888.10 .00 1,895.28 .00 .00 .00 6 068613 BETZ LABORATORIES INC 9,620.00 .00 .00 .00 .00 .00 6 089699 BETZ LABORATORIES INC 223.56 .00 .00 .00 .00 .00 6 075828 BIERLEIN 170.00 .00 .00 .00 .00 .00 6 010350 BISHOP CHEMICAL .00 .00 88.56 .00 196.56 .00 6 009290 BISON LABORATORIES 88.56 .00 .00 .00 .00 .00 6 085590 BLACKHOWSKE TRUCK LINES I 363.11 .00 .00 .00 .00 .00 6 084422 BO BACHS TRANSPORT INC 123.00 .00 .00 .00 .00 .00 6 026632 BONCOSKY TRANSPORTATION 21,917.88 .00 .00 .00 .00 196.00- 6 086087 BONCOSKY TRANSPORTATION 770.00 .00 .00 .00 .00 .00 6 081811 BONCOSKY TRANSPORTATION I 3,410.36 .00 .00 .00 .00 .00 6 006160 BORDEN & REMINGTON .00 .00 111.30 .00 .00 .00 6 074610 BORDEN PKG & INDUSTRIAL P 115.00 .00 .00 .00 .00 .00 6 067932 BORDON CHEMICAL 550.00 .00 .00 .00 .00 .00 6 051458 BORK TRANSPORT 5,154.68 565.00 .00 .00 .00 .00 6 059027 BORK TRANSPORT 110.00 .00 .00 .00 .00 .00 6 072236 BORK TRANSPORT 180.00 .00 .00 .00 225.00 159.00- 6 079422 BORK TRANSPORT 730.15 .00 .00 .00 .00 .00 6 084501 BORK TRANSPORT INC 145.00 .00 .00 .00 .00 .00 6 009935 BRIDGELAND TERMINALS LTD 280.00 .00 .00 .00 .00 .00 6 090229 BROWNING-FERRIS INDUSTRIE 1,387.54 .00 .00 .00 .00 .00 6 052738 BRYSON RECOVERY SERVICES .00 .00 .00 .00 .00 85.80- 6 078867 BUCK BAKER TRUCKING 140.00 .00 .00 .00 .00 .00 6 006823 BUCKMAN LABORATORIES .00 .00 .00 .00 .00 228.00 6 064183 BUESING BULK TRANSPORT 754.15 .00 .00 .00 .00 .00 6 011940 BUFFALO COLOR CORPORATION 68.04 .00 .00 .00 .00 .00 6 064998 BUFFALO FUEL CORP 2,329.96 .00 .00 .00 .00 .00 6 068345 BUILDERS TRANSPORT .00 .00 .00 .00 83.20- .00 6 089489 BULK INC 490.86 .00 .00 .00 .00 .00 6 073315 BULK TRANSIT 315.00 .00 .00 .00 .00 .00 6 052018 BULK TRANSPORT 2,046.00 942.00 476.00 .00 .00 243.00 6 000004 BULK TRANSPORT CO. INC. 92.00 .00 .00 .00 .00 .00 6 026929 BULKHAUL USA INC 392.50 .00 .00 .00 .00 .00 6 002035 BULKMATIC TRANSPORT .00 .00 .00 .00 .00 158.00 6 003682 BULKMATIC TRANSPORT .00 .00 .00 .00 .00 80.00- 6 077457 BULKMATIC TRANSPORT 150.00 .00 .00 .00 .00 .00
RCP017 AGED ACCOUNTS RECEIVABLE AS OF 4/30/93
CO CUST NAME 0-90 91-120 121-150 151-180 181-210 OVER 6 077461 BULKMATIC TRANSPORT 4,519.00 .00 .00 .00 .00 195.16- 6 077470 BULKMATIC TRANSPORT .00 150.00 .00 .00 .00 .00 6 077474 BULKMATIC TRANSPORT 250.56 .00 .00 .00 .00 .00 6 077488 BULKMATIC TRANSPORT 110.00 130.00 .00 .00 .00 .00 6 025613 BURLINGTON INDUSTRIES 370.00 .00 .00 .00 .00 .00 6 012690 BURRIS CHEMICAL COMPANY 150.00 90.00- .00 .00 .00 .00 6 055932 BUTLER & COMPANY 186.72 .00 .00 .00 .00 .00 6 052207 BYNUM TRANSPORT 407.36 .00 .00 .00 .00 90.00- 6 083481 C T HARRIS & CO 945.00 .00 260.00 .00 361.00 994.26 6 055274 C T L DISTRIBUTION INC 3,991.90 .00 .00 .00 .00 208.65- 6 088706 C T L DISTRIBUTION INC 207.36 .00 .00 .00 .00 .00 6 055271 CALEDONIA LINES INC 2,465.31 .00 .00 .00 .00 .00 6 004948 CALGON CORPORATION 462.00 .00 .00 .00 .00 .00 6 012950 CALGON CORPORATION 616.00 .00 .00 .00 .00 .00 6 014403 CALGON CORPORATION 240.00 .00 .00 .00 .00 .00 6 051008 CALIFORNIA TANK LINES 1,585.00 .00 .00 .00 .00 .00 6 038420 CAPE INDUSTRIES 160.00 .00 .00 .00 .00 .00 6 061571 CARBON EXPRESS INC 26,605.84 1,401.07 775.19 205.20 267.60 1,059.67 6 061572 CARBON EXPRESS INC 701.00 20.00 508.36 83.00 32.00 75.00 6 013617 CARDINAL STABILIZERS INC 115.00 .00 .00 .00 .00 .00 6 050112 CAROLINA CARRIERS INC .00 .00 .00 .00 .00 195.00- 6 053823 CASH PAYMENTS-MISC .00 .00 .00 .00 115.00 4,338.76 6 070288 CASHION CD 335.00 .00 .00 .00 .00 .00 6 088989 CATES MILK HAULING INC 1,925.00 .00 .00 115.00 .00 .00 6 010507 CBSL 266.40 178.00 .00 .00 55.00 .00 6 006083 CECOS INTERNATIONAL INC .00 .00 .00 .00 .00 1,965.00 6 053039 CENTRAL OIL & ASPHALT .00 .00 .00 .00 .00 224.50- 6 013886 CENTRAL TRANSPORT 3,861.27 .00 .00 .00 115.00 415.00 6 051092 CENTRAL TRANSPORT 22,401.00 .00 .00 .00 .00 120.00 6 066426 CENTRAL TRANSPORT 115.00 .00 .00 .00 .00 .00 6 061217 CENTRAL TRANSPORT 4,849.50 200.00- .00 .00 .00 745.50 6 068786 CERTUS INC 547.00 .00 .00 .00 .00 .00 6 069534 CETCO, INC 92.00 .00 .00 .00 .00 .00 6 076122 CHALLENGE INTERNATIONAL 1,227.50 477.00 .00 415.00 .00 2,286.00 6 084992 CHEM SERV .00 .00 .00 .00 .00 2,655.00 6 003490 CHEMCENTRAL CORPORATION 76.00 .00 .00 .00 .00 .00 6 004503 CHEMCENTRAL CORPORATION 65.00 .00 .00 .00 .00 .00 6 010396 CHEMCENTRAL CORPORATION 643.00 .00 .00 .00 .00 .00 6 011990 CHEMCENTRAL CORPORATION 813.24 .00 .00 .00 .00 .00 6 014921 CHEMCENTRAL CORPORATION 525.00 .00 .00 .00 .00 .00 6 027401 CHEMFLEET CHEMICAL 3,274.58 .00 .00 .00 .00 45.00 6 050559 CHEMFLEET CHEMICAL 285.00 .00 .00 .00 .00 100.00- 6 002944 CHEMICAL ASSOCIATES INC 410.00 .00 .00 .00 .00 264.67 6 067099 CHEMICAL ASSOCIATES INC .00 175.00 14.10 .00 .00 .00 6 000526 CHEMICAL INTERCHANGE 680.20 42.96 56.08 6.56 .00 .00 6 072517 CHEMICAL LEAMAN INTERNATI 1,584.65 1,130.00 545.00 .00 400.00 .00 6 001014 CHEMICAL LEAMAN TANK LINE 495.00 .00 .00 .00 .00 .00 6 001937 CHEMICAL LEAMAN TANK LINE .00 .00 462.50 .00 .00 .00 6 005071 CHEMICAL LEAMAN TANK LINE .00 5,132.36 12,773.54 .00 .00 .00 6 007498 CHEMICAL LEAMAN TANK LINE .00 .00 225.00 .00 .00 .00 6 007599 CHEMICAL LEAMAN TANK LINE .00 .00 275.00 .00 .00 .00
RCP017 AGED ACCOUNTS RECEIVABLE AS OF 4/30/93
CO CUST NAME 0-90 91-120 121-150 151-180 181-210 OVER 6 011398 CHEMICAL LEAMAN TANK LINE .00 .00 .00 .00 .00 299.60 6 016858 CHEMICAL LEAMAN TANK LINE .00 .00 225.00 .00 .00 .00 6 059281 CHEMICAL LEAMAN TANK LINE .00 .00 275.00 .00 .00 .00 6 050958 CHEMICAL LEAMAN TANK LINE .00 .00 595.00 .00 .00 .00 6 057791 CHEMICAL LEAMAN TANK LINE .00 .00 225.00 .00 .00 .00 6 065075 CHEMICAL LEAMAN TANK LINE .00 .00 .00 1,750.00 .00 315.00- 6 065857 CHEMICAL LEAMAN TANK LINE .00 .00 275.00 .00 .00 .00 6 072840 CHEMICAL LEAMAN TANK LINE .00 .00 .00 .00 .00 165.00 6 073926 CHEMICAL LEAMAN TANK LINE .00 .00 275.00 .00 .00 572.45 6 077671 CHEMICAL LEAMAN TANK LINE .00 .00 4,400.00 .00 .00 .00 6 082284 CHEMICAL LEAMAN TANK LINE .00 .00 .00 .00 .00 288.90 6 000821 CHEMICAL SALES COMPANY 169.56 .00 .00 .00 .00 .00 6 004194 CHEMICAL SALES COMPANY .00 .00 .00 .00 .00 270.00 6 014189 CHEMICAL SOLVENTS INC 380.00 .00 .00 .00 .00 .00 6 007680 CHEMICAL TRANSFER 225.00 .00 .00 .00 .00 .00 6 008009 CHEMICAL TRANSPORTATION .00 .00 201.40 .00 .00 .00 6 006641 CHEMICAL WASTE MANAGEMENT 200.00 .00 160.00 .00 .00 .00 6 089988 CHEMICAL WASTE MANAGEMENT 397.50 .00 .00 .00 .00 .00 6 019892 CHEMISPHERE CORPORATION 1,773.75 .00 .00 .00 .00 .00 6 004735 CHEMRON CORPORATION 450.00 .00 .00 .00 .00 .00 6 003952 CHEMTECH INDUSTRIES 2,205.00 130.00 .00 .00 .00 .00 6 016230 CHEMTECH INDUSTRIES .00 130.00 .00 .00 .00 25.00 6 001437 CHEMTOOL INC 230.00 .00 .00 .00 .00 .00 6 089705 CHOICE TRANSPORTATION 3,853.50 .00 .00 .00 .00 .00 6 024191 CIBA GEIGY CORPORATION 360.40 708.87 .00 .00 .00 .00 6 000022 CLEAN HARBORS INC .00 165.00 .00 .00 .00 645.00- 6 068096 CLEAN HARBORS INC 427.13 .00 .00 .00 .00 560.95 6 077149 CLEAN HARBORS INC 1,232.00 134.00 .00 .00 .00 .00 6 073768 CLEAN VENTURE .00 .00 .00 .00 .00 167.31 6 085599 CLEAN VENTURE 445.20 .00 .00 .00 .00 .00 6 026955 COMMERICAL TRANSPORT INC 1,528.00 .00 .00 .00 .00 .00 6 073770 COMMERICAL CARTAGE CO 1,555.50 200.00 .00 .00 .00 .00 6 054375 CONLEY CORP 140.00 .00 .00 .00 .00 .00 6 056721 CONOCO INC 1,629.22 .00 .00 .00 .00 .00 6 071463 CONOCO INC 5,960.00 .00 .00 .00 .00 .00 6 079331 CONOCO INC 324.00 .00 .00 .00 .00 .00 6 081657 CONOCO INC 1,800.00 .00 .00 .00 .00 .00 6 085061 CONOCO INC 3,305.00 .00 .00 .00 .00 .00 6 087543 CONOCO INC 2,168.00 .00 .00 .00 .00 .00 6 075376 CONTAINER CARE .00 .00 .00 .00 .00 160.00 6 059101 CONTAINER CARE INTERNATIO 5,270.00 .00 .00 .00 .00 150.00 6 001583 CONTINENTAL INDUSTRIAL CH 56.50 .00 .00 .00 .00 .00 6 056266 CONTINENTAL TRANS EXPRESS .00 .00 .00 .00 .00 2,773.40- 6 081127 CRAWFORD TRANSPORT INC 957.00 155.00 155.00- .00 .00 .00 6 071595 CRODA INC 833.00 .00 .00 .00 .00 .00 6 075240 CROMARTIE TRANSPORT 2,580.19 .00 .00 .00 .00 .00 6 011449 CROWLEY MARITIME CORP 680.00 .00 .00 .00 .00 .00 6 011556 CROWLEY MARITIME CORP .00 .00 .00 .00 .00 218.13- 6 005710 CUSTOM INTERCHEM INC. 200.00 .00 .00 .00 325.00 200.00 6 085557 CUSTOMIZED TRANSPORTATION .00 .00 .00 .00 .00 110.00 6 012778 D J KING INC .00 .00 .00 .00 .00 .00
RCP017 AGED ACCOUNTS RECEIVABLE AS OF 4/30/93
CO CUST NAME 0-90 91-120 121-150 151-180 181-210 OVER 6 001741 D S I TRANSPORT 290.30 .00 .00 .00 .00 64.40 6 051366 D S I TRANSPORT .00 .00 .00 .00 .00 35.00- 6 056424 D S I TRANSPORT 1,325.00 .00 .00 .00 .00 .00 6 069096 D S I TRANSPORT 7,087.25 .00 .00 .00 .00 .00 6 069997 D S I TRANSPORT .00 .00 .00 .00 .00 90.10- 6 083242 DAHER AMERICA INC 1,100.00 .00 .00 .00 .00 .00 6 050107 DAHLEN TRANSPORT 1,150.71 .00 .00 .00 .00 22.00 6 050399 DAHLEN TRANSPORT 317.50 .00 .00 .00 .00 7.43- 6 069846 DAHLEN TRANSPORT 2,240.70 166.00 .00 .00 180.20- .00 6 082826 DAHLEN TRANSPORT .00 .00 .00 .00 .00 231.12 6 076308 DANA TANKLINE 190.78 .00 .00 .00 .00 15.21- 6 021193 DANA TRANSPORT .00 .00 .00 .00 294.60 1,079.43 6 053058 DANA TRANSPORT .00 .00 .00 .00 .00 465.00 6 002754 DELARIA TRANSPORT 1,976.60 .00 .00 .00 .00 136.50 6 062132 DELGOEBEL .00 .00 .00 .00 .00 61.29 6 089962 DEMARTINI OIL EQUIPMENT I 30.15 .00 .00 .00 .00 .00 6 053205 DETREX CHEMICAL IND 196.10 .00 .00 .00 .00 .00 6 076874 DIAMOND TANK .00 .00 .00 22.36 .00 14.06 6 068258 DISPOSAL SYSTEMS INC 241.00 .00 .00 .00 .00 .00 6 006287 DOVER CHEMICAL COMPANY 530.00 .00 .00 .00 .00 .00 6 000972 DOW CHEMICAL COMPANY 1,530.00 .00 .00 .00 .00 .00 6 002494 DOW CHEMICAL COMPANY 7,408.00 .00 .00 .00 .00 .00 6 024470 DOW CHEMICAL COMPANY .00 355.00 .00 .00 .00 .00 6 023740 DOW CORNING CORPORATION .00 .00 .00 840.00 .00 .00 6 024110 DOW CORNING CORPORATION 750.00 .00 .00 .00 .00 .00 6 012054 DREW CHEMICAL COMPANY .00 .00 .00 .00 .00 4,112.80 6 089650 DUPONT OF CANADA LTD 121.90 .00 .00 .00 .00 .00 6 000908 DUPREE TRANSPORT 170.00 .00 .00 .00 .00 .00 6 074971 E C MORRIS CORP .00 140.00 .00 .00 .00 .00 6 008944 E I DUPONT 1,790.00 .00 .00 38.40 .00 .00 6 024960 E I DUPONT 811.25 .00 .00 .00 .00 .00 6 025080 E I DUPONT .00 1,413.14 .00 .00 .00 332.50- 6 025917 E I DUPONT .00 .00 .00 .00 .00 40.00 6 028965 E I DUPONT 130.00 .00 .00 180.00 260.00 .00 6 029015 E I DUPONT .00 145.00 280.00 .00 .00 .00 6 051276 E I DUPONT .00 160.00 .00 .00 .00 .00 6 065042 E I DUPONT 3,030.00 .00 .00 .00 .00 .00 6 075850 E I DUPONT .81 260.00 .00 1,300.00 .00 184.00- 6 083574 E I DUPONT .00 265.00 .00 .00 .00 .00 6 085378 E I DUPONT 1,125.72 .00 .00 .00 519.40 436.49 6 085547 E I DUPONT 805.60 .00 .00 .00 .00 .00 6 087053 E I DUPONT 3,986.66 .00 185.50- 212.00 .00 .00 6 089975 E I DUPONT 4,780.00 .00 .00 .00 .00 .00 6 007113 E J MEYERS COMPANY INC 20.00 690.00 275.00 .00 95.00 .00 6 053649 E J MEYERS COMPANY INC .00 .00 .00 .00 .00 227.90- 6 076375 E J MEYERS COMPANY INC .00 .00 .00 277.56 212.50 285.67- 6 085991 EAGLE TRANSPORT 250.00 .00 .00 .00 .00 .00 6 071924 EAST FALLS CORPORATION 227.90 .00 .00 .00 .00 .00 6 080965 EASTERN ELECTRIC .00 .00 .00 .00 .00 77.04 6 002233 ECOFF TRUCKING .00 .00 .00 .00 .00 317.50 6 009826 ECOFF TRUCKING 948.00 320.00 .00 .00 .00 162.00
RCP017 AGED ACCOUNTS RECEIVABLE AS OF 4/30/93
CO CUST NAME 0-90 91-120 121-150 151-180 181-210 OVER 6 077047 ECOFF TRUCKING 198.00 .00 .00 .00 .00 95.00 6 083717 ECOTRON TRANSPORTATION IN 245.00 .00 .00 .00 .00 .00 6 007244 EDWAR I MEYERS .00 150.00 .00 .00 320.00 .00 6 000155 ELF ATOCHEM 320.00 .00 .00 .00 .00 .00 6 026312 ELF ATOCHEM 3,260.00 1,260.50 1,032.50 240.00 400.00 770.00 6 074672 ELF ATOCHEM .00 .00 .00 .00 .00 78.00 6 078878 ELF ATOCHEM .00 .00 .00 .00 .00 180.00 6 087383 ENSI .00 .00 .00 169.60 .00 .00 6 000239 ENTERPRISE TRANSPORTATION 458.40 .00 .00 .00 .00 243.00 6 002234 ENTERPRISE TRANSPORTATION .00 .00 .00 .00 .00 123.05- 6 005205 ENTERPRISE TRANSPORTATION 813.80 .00 .00 .00 .00 .00 6 005426 ENTERPRISE TRANSPORTATION 1,576.20 .00 .00 .00 197.60 .00 6 006089 ENTERPRISE TRANSPORTATION 320.00 .00 .00 .00 .00 .00 6 028737 ENTERPRISE TRANSPORTATION 1,570.40 .00 .00 .00 .00 .00 6 052740 ENTERPRISE TRANSPORTATION 452.40 .00 .00 .00 .00 .00 6 075943 ENTRANCO INC .00 .00 .00 .00 .00 870.50 6 007330 ENVIRONMENTAL OIL .00 .00 .00 160.92 .00 22.89 6 084688 ENVIRONMENTAL PRODUCTS & 160.92 207.40 15.92 11.92 .00 271.68 6 079087 ENVIRONMENTAL TRANSPORTS .00 .00 .00 .00 .00 235.00 6 005677 ERICKSON TRANSPORT 8,025.98 .00 .00 .00 .00 .00 6 019426 ERICKSON TRANSPORT 8,222.35 .00 .00 .00 155.00 1,561.00 6 075505 ESCO TRANSPORTATION 480.00 .00 370.00 580.00 1,340.00 303.00 6 001041 EUROTAINER .00 660.00 .00 .00 .00 .00 6 081394 EXPRESS TANK 2,203.00 299.00 783.00 435.00 .00 .00 6 010386 EXXON CHEMICAL AMERICAS .00 .00 .00 .00 .00 227.37 6 079984 EXXON CHEMICAL COMPANY .00 .00 1,370.00 .00 .00 .00 6 005676 EXXON CHEMICAL U S A .00 .00 .00 .00 .00 287.30 6 005210 F M C CORPORATION .00 .00 200.00 .00 .00 .00 6 060049 FANCHEM LTD 88.56 .00 .00 .00 .00 .00 6 032035 FERRO CORPORATION 479.65 .00 .00 .00 .00 .00 6 000529 FLEET TRANSPORT .00 .00 .00 .00 .00 2,091.08 6 000851 FLEET TRANSPORT .00 .00 .00 .00 .00 1,115.53 6 001744 FLEET TRANSPORT .00 .00 .00 .00 .00 1,088.28 6 001745 FLEET TRANSPORT .00 .00 .00 .00 .00 444.41 6 002809 FLEET TRANSPORT .00 .00 .00 .00 .00 2,749.05 6 002810 FLEET TRANSPORT .00 .00 .00 .00 .00 6,577.42 6 004099 FLEET TRANSPORT .00 .00 .00 .00 .00 183.28 6 006477 FLEET TRANSPORT 8.00 .00 160.00 .00 .00 2,175.83 6 010024 FLEET TRANSPORT .00 .00 .00 .00 .00 2,187.88 6 023562 FLEET TRANSPORT .00 .00 .00 .00 .00 943.52 6 026326 FLEET TRANSPORT .00 .00 .00 .00 .00 4,721.52 6 028410 FLEET TRANSPORT 6.76 .00 .00 .00 .00 498.47 6 050114 FLEET TRANSPORT .00 .00 .00 .00 .00 1,496.29 6 050551 FLEET TRANSPORT .00 .00 .00 .00 .00 989.29 6 051367 FLEET TRANSPORT .00 .00 .00 .00 .00 2,356.45 6 055731 FLEET TRANSPORT .00 .00 .00 .00 .00 349.79 6 057533 FLEET TRANSPORT .00 .00 .00 .00 .00 93.28 6 067039 FLEET TRANSPORT .00 .00 .00 .00 .00 122.50 6 068173 FLEET TRANSPORT .00 .00 .00 .00 .00 17,185.79 6 068594 FLEET TRANSPORT .00 .00 .00 .00 .00 243.75 6 068708 FLEET TRANSPORT .00 .00 .00 .00 .00 2,553.70
RCP017 AGED ACCOUNTS RECEIVABLE AS OF 4/30/93
CO CUST NAME 0-90 91-120 121-150 151-180 181-210 OVER 6 069059 FLEET TRANSPORT .00 .00 .00 .00 .00 1,123.42 6 070352 FLEET TRANSPORT .00 .00 .00 .00 .00 2,286.85 6 071342 FLEET TRANSPORT .00 .00 .00 .00 .00 2,131.00 6 073636 FLEET TRANSPORT 522.34 .00 .00 .00 .00 98.80 6 075941 FLEET TRANSPORT .00 .00 .00 .00 .00 1,529.96 6 076000 FLEET TRANSPORT .00 .00 .00 .00 .00 863.50 6 077511 FLEET TRANSPORT 151.20 .00 .00 .00 .00 858.38 6 080107 FLEET TRANSPORT .00 .00 .00 .00 .00 448.00 6 080304 FLEET TRANSPORT .00 .00 .00 .00 .00 180.83 6 081434 FLEET TRANSPORT 2,215.50 .00 122.44 190.00 .00 3,228.32 6 081728 FLEET TRANSPORT .00 .00 .00 .00 .00 309.77 6 089926 FLEXIBLE FLYER 320.00 .00 .00 .00 .00 .00 6 009597 FLORIDA ROCK & TANK LINES 445.20 .00 .00 .00 .00 .00 6 009701 FLORIDA ROCK & TANK LINES 737.54 .00 .00 .00 .00 .00 6 057047 FLORIDA ROCK & TANK LINES .00 .00 .00 .00 450.00 .00 6 080320 FLORIDA ROCK & TANK LINES 643.60 .00 .00 .00 .00 .00 6 009075 FOODLINER INCORPORATED 725.00 .00 .00 .00 .00 .00 6 067419 FORT TRANSFER 1,813.50 .00 .00 .00 .00 .00 6 059571 FREEHOLD CARTAGE INC 576.72 .00 .00 .00 .00 .00 6 051235 FREEPORT TRANSPORT .00 180.20- .00 .00 .00 .00 6 002811 FRIENDSHIP TRANSPORT .00 .00 .00 .00 .00 67.50 6 003082 FRONTIER TANK CENTER .00 60.00- .00 .00 .00 .00 6 077273 FRONTIER TRAILER SALES 385.00 .00 .00 .00 .00 .00 6 055732 FRUEHAUF CORPORATION .00 .00 .00 .00 .00 201.03 6 084701 FRUEHAUF CORPORATION 670.50 .00 .00 .00 .00 357.25 6 008071 G A F CORPORATION .00 62.50 .00 .00 .00 .00 6 004170 G S ROBINS & COMPANY 555.00 .00 220.00 .00 .00 .00 6 010051 GANNON G M COMPANY INC .00 .00 318.00 .00 .00 .00 6 052568 GAST FUEL & SERVICES INC 175.00 .00 .00 .00 .00 .00 6 050033 GATEWAY TERMINAL .00 .00 .00 .00 .00 43.87 6 089990 GENERAL CAR & TRUCK LINE 300.00 .00 .00 .00 .00 .00 6 089299 GENERAL CAR & TRUCK LEASE 315.00 .00 .00 .00 .00 .00 6 032710 GENERAL CHEMICAL CORP 259.70 .00 .00 .00 .00 .00 6 024573 GENERAL DYNAMICS CORP .00 .00 .00 .00 .00 200.00 6 033220 GENERAL ELECTRIC COMPANY .00 52.00 .00 .00 .00 .00 6 081276 GENERAL ELECTRIC COMPANY 246.00- 1,206.00 .00 275.00 125.00 4,483.00- 6 089461 GENERAL ELECTRIC COMPANY 15,067.00 1,368.00 .00 .00 .00 .00 6 033320 GENERAL ELECTRIC PLASTICS .00 .00 149.00 .00 .00 .00 6 082673 GENOVA INC .00 .00 .00 .00 .00 1,918.51 6 034140 GEORGIA PACIFIC CORP 144.72 .00 .00 .00 .00 .00 6 007499 GLESS BROTHERS 1,173.86 .00 .00 .00 .00 .00 6 089816 GLOBAL SPILL MANAGEMENT 238.50 .00 .00 .00 .00 .00 6 071000 GOLD BOND BLDG PRODUCTS .00 .00 .00 .00 .00 128.26 6 019319 GORSKI BULK TRANSPORT 675.92 .00 .00 .00 290.00 .00 6 060911 GRACE LOGISTICS SERVICES 6,956.12 170.00 .00 150.00 .00 842.24 6 000571 GREAT AMERICAN FOOD SALES 960.00 .00 90.00 .00 .00 .00 6 089834 GREAT DANE TRAILERS INC 250.00 .00 .00 .00 .00 .00 6 035610 GREAT LAKES CHEMICAL CO 450.00 .00 .00 .00 .00 .00 6 080559 GREAT LAKES ENVIRONMENTAL 88.56 .00 .00 .00 .00 .00 6 062508 GREAT LAKES TERM TRANS .00 .00 .00 .00 .00 115.00- 6 052741 GRIFF JONES TRANSPORT 180.20 875.56 1,148.51 287.26 296.80 441.45
RCP017 AGED ACCOUNTS RECEIVABLE AS OF 4/30/93
CO CUST NAME 0-90 91-120 121-150 151-180 181-210 OVER 6 065723 GRIFF JONES TRANSPORT 9,042.00 2,729.00 868.00 .00 .00 .00 6 082568 GRIFFITH OIL COMPANY 48.15 .00 .00 .00 .00 .00 6 004040 GROENDYKE TANK LINES 227.00 .00 .00 .00 .00 .00 6 028411 GROENDYKE TANK LINES 13,728.60 .00 .00 .00 160.00 .00 6 089647 GRUMMAN ALLIED-LLV DIV 20,850.20 .00 .00 .00 .00 .00 6 074521 GUARDSMAN PRODUCTS INC .00 .00 .00 .00 .00 550.00 6 052149 H B FULLER COMPANY 480.00 .00 .00 .00 .00 21.20 6 086736 H C I GEORGIA INC 331.00 .00 .00 .00 .00 .00 6 082002 H G ANDERSON TRUCK CORP 1,116.00 .00 112.00 .00 .00 152.90 6 036420 HALL CHEMICAL COMPANY 600.00 .00 .00 .00 .00 .00 6 072251 HAMPSHIRE CHEMICAL .00 .00 .00 .00 .00 872.44 6 017073 HAMPSHIRE CHEMICAL CORP .00 .00 .00 .00 .00 168.00 6 010758 HAPAG-LLOYD CONTAINER LINE .00 .00 .00 .00 .00 200.00 6 061031 HARMAC TRANSPORTATION 234.36 .00 .00 .00 .00 .00 6 004550 HAWK TRANSPORTATION SERVICE 859.81 280.90 .00 .00 .00 137.80- 6 089191 HCI CHEMTECH DISTRIBUTION 270.00 348.75 .00 .00 .00 .00 6 083010 HEIL COMPANY 250.00 .00 .00 .00 .00 .00 6 076997 HEIL TANK SERVICE 65.00 .00 .00 .00 .00 .00 6 083066 HEIL TRADING COMPANY 310.00 .00 .00 .00 .00 .00 6 050176 HENKEL CORP .00 .00 .00 .00 .00 270.40- 6 058024 HENKEL CORP 164.00 .00 .00 .00 .00 .00 6 064033 HENKEL CORP 630.00 .00 .00 .00 .00 .00 6 004725 HENKEL CORPORATION 2,093.00 .00 .00 .00 .00 .00 6 088285 HENKEL TEXTILE CHEMICAL 125.99 .00 .00 .00 .00 .00 6 016884 HERCULES INCORPORATED 8,964.00 630.00- .00 .00 .00 .00 6 060030 HERCULES INCORPORATED 1,190.00 .00 .00 .00 .00 .00 6 077189 HERMAN BROTHERS INC 210.00 .00 .00 .00 .00 .00 6 078504 HERMAN BROTHERS INC 384.00 .00 .00 .00 .00 .00 6 008432 HEVI DUTY ELECTRIC CO .00 .00 .00 .00 .00 140.00- 6 038920 HIGH POINT CHEMICAL CORP 814.00 .00 .00 .00 .00 .00 6 075111 HIGHWAY PIPELINE .00 .00 .00 .00 .00 215.00 6 018008 HIGHWAY TRANSPORT INC 23,132.08 .00 .00 10.60 .00 241.68 6 064409 HIGHWAY TRANSPORT INC .00 .00 .00 .00 .00 1,337.50- 6 085679 HIGHWAY TRANSPORT INC .00 .00 .00 .00 .00 649.49 6 087087 HIGHWAY TRANSPORT INC .00 .00 .00 .00 .00 129.30 6 087891 HIGHWAY TRANSPORT INC .00 169.75 .00 .00 .00 .00 6 014790 HOECHST CELANESE CORP 115.00 .00 .00 .00 .00 .00 6 073164 HOFFMEIER .00 200.00- .00 .00 .00 .00 6 009739 HOLLY TRANSPORTATION 5,135.00 190.00- .00 .00 .00 .00 6 001724 HOLTRA CHEMICAL INC 130.00 .00 .00 .00 .00 .00 6 084826 HOOVER GROUP INC 6,000.00 .00 .00 .00 .00 .00 6 090118 HORNER EQUIPMENT COMPANY 135.00 .00 .00 .00 .00 .00 6 082253 HOT Z TRANSPORT COMPANY 190.80 .00 .00 .00 .00 .00 6 083109 HOUSTON TANK TRAILER INC 4,992.50 .00 200.00- .00 .00 .00 6 081778 HOWELL CHEMICAL CO 483.00 .00 .00 .00 .00 .00 6 074413 HOWELL HYDROCARBONS .00 .00 215.00 .00 .00 .00 6 017750 HOYER USA INCORPORATED 273.00 .00 127.20 .00 .00 237.66 6 078703 HOYER USA INCORPORATED .00 .00 .00 .00 283.40 1,259.70 6 083886 HURRICANE TANK WASH .00 1,300.00 .00 .00 .00 .00 6 060147 ICI AMERICAS INC 11,195.00 .00 .00 .00 .00 .00 6 078186 IDAHO MILK TRANSPORTING 600.00 .00 .00 .00 .00 .00
RCP017 AGED ACCOUNTS RECEIVABLE AS OF 4/30/93
CO CUST NAME 0-90 91-120 121-150 151-180 181-210 OVER 6 040255 IFF .00 .00 .00 .00 .00 269.64- 6 005446 IMPERIAL WEST CHEMICAL CO 625.00 .00 .00 .00 .00 .00 6 007245 INDIAN RIVER TRANSPORT 1,177.00 .00 .00 .00 .00 .00 6 052295 INFINGER TRANSPORTATION 3,609.50 .00 .00 .00 .00 95.00 6 087464 INK COMPANY 1,500.00 50.00 .00 .00 .00 .00 6 033920 INLAND ROME INC .00 143.00 .00 .00 .00 .00 6 074110 INTERFLOW USA 1,201.25 .00 .00 .00 145.60 1,034.80 6 064466 INTERNATIONAL CONTAINER 2,712.65 418.50 .00 .00 1,295.00 680.30 6 004579 INTERPLASTICS CORPORATION 191.00 .00 .00 250.00 .00 130.00- 6 058104 INTERPOLYMER CORP 130.00 .00 .00 .00 .00 52.53 6 074498 INTERSTATE CHEMICAL CO 940.80 .00 .00 .00 .00 .00 6 055429 IREDELL MILK TRANSPORTATION 130.00 .00 .00 .00 .00 .00 6 081204 IRON HORSE EQUIP CORP 70.00 .00 .00 .00 .00 .00 6 000562 IVAX INDUSTRIES 1,080.00 .00 .00 .00 .00 445.00 6 073566 J & M .00 .00 .00 .00 .00 93.00- 6 081698 J & M TAML LINES .00 250.00 550.70 526.30 .00 .00 6 054622 J P HUNT 140.00 .00 .00 .00 .00 .00 6 088217 J P VOJT .00 153.70 .00 .00 .00 .00 6 063564 JARRELL TRANSPORT 10,924.00 .00 .00 .00 .00 .00 6 005169 JOHNSON & JOHNSON .00 .00 .00 .00 .00 700.00- 6 051286 JOHNSRUD TRANSPORT INC .00 .00 .00 50.00 .00 .00 6 089344 JOHNSRUD TRANSPORT INC 1,279.00 .00 .00 .00 .00 .00 6 000977 JONES CHEMICAL COMPANY 445.20 .00 .00 .00 .00 .00 6 063078 K & D INDUSTRIES WEST 1,143.00 .00 .00 .00 .00 .00 6 081273 K & D OF OHIO INC 570.00 172.50- .00 .00 .00 .00 6 070211 K & W TRUCKING .00 .00 .00 .00 .00 90.10- 6 000507 KALEX CHEMICAL PRODUCTS .00 23.85 .00 .00 .00 .00 6 001408 KAW TRANSPORT CO 807.76 .00 .00 .00 .00 .00 6 055936 KAW TRANSPORT CO .00 .00 .00 .00 .00 132.85- 6 005543 KENAN TRANSPORT 1,522.50 305.00 .00 .00 .00 185.00 6 087694 KINGS FUEL 468.48 .00 .00 .00 .00 .00 6 088916 KIRK LINES .00 440.00 .00 .00 .00 .00 6 043450 KLEEN BRITE LABORATORIES 1,018.18 .00 .00 .00 .00 .00 6 002714 KOCH SERVICE INC 243.00 .00 .00 .00 .00 .00 6 082006 KOCH SERVICE INC 1,275.00 75.00- .00 .00 .00 .00 6 057738 KOCH SERVICE INCORPORATED 400.00 .00 .00 .00 .00 .00 6 072828 KOCH SERVICE INCORPORATED .00 .00 .00 .00 .00 904.22- 6 060406 KOCH SERVICES INCORPORATE 215.00 .00 .00 .00 .00 .00 6 089060 KOCH SERVICES INCORPORATE 220.00 .00 .00 .00 .00 .00 6 087336 KRAFT FOODS INCORPORATED .00 .00 .00 .00 .00 115.00 6 083410 KRAMER CHEMICAL .00 .00 .00 .00 .00 171.20 6 054109 KUHNLE BROS INC 889.92 .00 .00 .00 .00 .00 6 050552 KUNHLE 651.84 .00 .00 .00 .00 .00 6 071773 L & B TRANSPORT CO 1,602.50 .00 .00 .00 .00 .00 6 051233 LACYS EXPRESS 1,570.24 .00 .00 .00 .00 .00 6 078334 LAID LAW ENVIRONMENTAL 420.00 .00 .00 .00 .00 .00 6 002139 LAIDLAW ENVIRONMENTAL INC 400.00 .00 .00 .00 .00 70.00- 6 000857 LANGER TRANSPORT 8,862.97 195.00 .00 160.92 160.92 7,695.55 6 079886 LARSON INTERMODAL 6,306.90 2,765.00 .00 .00 80.00 2,263.10 6 083707 LAWSON TRUCKING 110.00 .00 .00 .00 .00 .00 6 050554 LEASEWAY .00 .00 .00 .00 .00 255.11
RCP017 AGED ACCOUNTS RECEIVABLE AS OF 4/30/93
CO CUST NAME 0-90 91-120 121-150 151-180 181-210 OVER 6 054620 LEASEWAY .00 10.00 .00 .00 .00 625.77 6 057898 LEASEWAY .00 .00 .00 .00 .00 225.20 6 069879 LEASEWAY .00 .00 .00 .00 .00 206.70- 6 089061 LEE-WAY TRUCKING 175.00 .00 .00 .00 .00 .00 6 003948 LEESER TRANSPORTATION 675.00 .00 .00 .00 .00 .00 6 065847 LES TRANSPORTS PROVOST 1,123.50 .00 .00 .00 .00 162.00- 6 000615 LESCHACO INCORPORATED 1,961.50 3,415.00 .00 .00 .00 2,736.60 6 024869 LESCHACO INCORPORATED .00 .00 .00 .00 .00 156.60 6 028412 LESCHACO INCORPORATED 1,804.00 1,488.00 280.00 215.00 250.00 260.00 6 074319 LESCHACO INCORPORATED .00 .00 .00 .00 .00 413.10 6 077346 LEVY TRANSPORT 204.12 .00 .00 .00 .00 .00 6 052017 LEWIS TRANSPORT .00 .00 .00 .00 .00 160.00- 6 047010 LILLY & COMPANY 551.20 .00 .00 .00 .00 .00 6 010026 LINDEN BULK TRANSPORT 265.00 .00 .00 .00 .00 .00 6 060039 LINDSEY MOTOR EXPRESS 3,925.00 .00 .00 .00 .00 .00 6 008240 LIQUID CARGO INCORPORATED 1,252.36 .00 .00 .00 .00 62.45 6 009964 LIQUID CARGO INCORPORATED 175.00 .00 .00 .00 .00 .00 6 087585 LIQUID TRANSPORT LTC 1,481.40 .00 .00 .00 465.00 .00 6 028790 LIQUID TRANSPORT CORP 8,602.93 76.00- .00 .00 .00 175.30 6 058202 LIQUID TRANSPORT CORP 576.50 11.25 .00 .00 .00 145.00 6 058330 LIQUID TRANSPORT CORP 135.00 .00 .00 .00 .00 .00 6 076379 LIQUID TRANSPORT CORP 178.75 .00 .00 .00 .00 16.49 6 082642 LIQUID TRANSPORT CORP 1,526.40 7.70 .00 .00 .00 291.27 6 089328 LIQUID TRANSPORT CORP 139.32 .00 .00 .00 .00 .00 6 000813 LIQUID TRANSPORTERS INC .00 .00 .00 .00 .00 6,629.38 6 007702 LIQUID TRANSPORTERS INC .00 .00 .00 .00 .00 222.60 6 009598 LIQUID TRANSPORTERS INC .00 .00 .00 .00 .00 1,360.80 6 025743 LIQUID TRANSPORTERS INC 2,949.00 .00 .00 .00 .00 60.00 6 025997 LIQUID TRANSPORTERS INC .00 .00 .00 .00 .00 139.26 6 050954 LIQUID TRANSPORTERS INC 1,525.80 .00 .00 .00 .00 90.10 6 051103 LIQUID TRANSPORTERS INC .00 .00 .00 .00 .00 2,303.58 6 053487 LIQUID TRANSPORTERS INC .00 .00 169.56 .00 .00 537.89 6 065906 LIQUID TRANSPORTERS INC 244.00 .00 .00 .00 .00 2,827.54 6 069027 LIQUID TRANSPORTERS INC 4,109.00 716.00 186.50 204.00- 747.00 8,700.98 6 082247 LIQUID TRANSPORTERS INC .00 .00 .00 .00 .00 886.56 6 074197 LLOYD TRANSPORT 1,672.56 576.00 .00 .00 .00 .00 6 005534 LONZA INC 332.50 .00 576.75 .00 .00 .00 6 059294 LUCKEY TRUCKING INC 154.00 .00 .00 .00 .00 130.00- 6 061521 M N BOYCHUK STONE CO .00 43.20 .00 .00 .00 .00 6 084110 MAIN BROS OIL CO 160.92 .00 .00 .00 .00 .00 6 002216 MANFREDI 1,178.17 .00 .00 .00 .00 .00 6 006485 MANFREDI 423.36 .00 .00 .00 .00 .00 6 026683 MANFREDI 811.00 .00 .00 .00 .00 375.00 6 066765 MANFREDI .00 .00 .00 .00 .00 192.40 6 071763 MANFREDI .00 .00 .00 .00 .00 300.00- 6 088555 MANFREDI MOTOR TRANSIT 207.36 .00 .00 .00 .00 .00 6 052575 MARCOTTE FARMS INC 4,061.73 .00 .00 .00 .00 .00 6 073161 MASON DIXON TANK LINES .00 .00 .00 .00 .00 734.26 6 001754 MATLACK INC 6,393.50 .00 .00 .00 .00 890.00 6 002544 MATLACK INC 2,454.60 .00 .00 .00 .00 423.00- 6 002545 MATLACK INC 1,020.00 .00 .00 .00 .00 .00
RCP017 AGED ACCOUNTS RECEIVABLE AS OF 4/30/93
CO CUST NAME 0-90 91-120 121-150 151-180 181-210 OVER 6 002813 MATLACK INC 167.00 .00 .00 .00 .00 .00 6 003628 MATLACK INC 2,224.53 .00 .00 .00 .00 338.39 6 003855 MATLACK INC 1,491.40 .00 235.00 .00 .00 210.00- 6 005096 MATLACK INC 651.00 .00 .00 .00 206.00 .00 6 006834 MATLACK INC 405.85 .00 .00 .00 .00 .00 6 007500 MATLACK INC .00 362.00 .00 .00 .00 .00 6 007513 MATLACK INC 155.00 .00 .00 .00 .00 .00 6 007704 MATLACK INC 287.50 .00 .00 .00 .00 .00 6 008246 MATLACK INC 315.00 .00 .00 .00 .00 .00 6 008248 MATLACK INC 627.00 .00 .00 .00 .00 705.00 6 008551 MATLACK INC .00 .00 .00 .00 190.00 .00 6 009945 MATLACK INC 1,023.75 527.00 .00 .00 .00 480.50 6 027182 MATLACK INC .00 .00 .00 .00 .00 2,115.85- 6 027183 MATLACK INC 790.50 .00 .00 .00 .00 .00 6 027821 MATLACK INC 22.62 .00 .00 .00 .00 194.00- 6 028414 MATLACK INC 167.50 .00 .00 .00 .00 .00 6 050555 MATLACK INC 183.00 .00 .00 .00 .00 .00 6 050932 MATLACK INC .00 .00 .00 230.00 .00 .00 6 051374 MATLACK INC 195.00 .00 .00 .00 .00 .00 6 051707 MATLACK INC 3,536.75 .00 .00 .00 125.00- .00 6 052220 MATLACK INC 145.00 422.50 .00 .00 .00 .00 6 052297 MATLACK INC 545.00 161.25 .00 .00 .00 175.00 6 052571 MATLACK INC .00 490.00 .00 230.00 .00 .00 6 052746 MATLACK INC 1,683.08 .00 .00 45.00 .00 276.55 6 052995 MATLACK INC 185.00 .00 .00 .00 .00 .00 6 053568 MATLACK INC 830.00 .00 .00 .00 .00 .00 6 053569 MATLACK INC 455.00 .00 .00 .00 .00 10.43 6 055434 MATLACK INC 1,285.62 .00 .00 .00 .00 337.11 6 059573 MATLACK INC 170.00 .00 .00 .00 .00 .00 6 062575 MATLACK INC 170.00 .00 .00 .00 .00 .00 6 063184 MATLACK INC 145.00 .00 .00 .00 .00 .00 6 068107 MATLACK INC 147.00 120.00 .00 .00 .00 240.00- 6 073163 MATLACK INC 340.00 .00 .00 .00 .00 .00 6 074992 MATLACK INC .00 .00 .00 .00 .00 80.00- 6 078211 MATLACK INC 2,273.00 215.00 .00 .00 .00 200.93 6 078731 MATLACK INC .00 1,334.90 .00 .00 .00 1,126.66 6 078995 MATLACK INC 313.00 172.50 .00 .00 .00 .00 6 080501 MATLACK INC 680.00 205.00 .00 .00 .00 .00 6 081655 MATLACK INC 180.00 120.00 .00 .00 .00 .00 6 081663 MATLACK INC .00 .00 .00 .00 233.00 .00 6 082545 MATLACK INC 189.00 .00 .00 .00 .00 .00 6 087163 MATLACK INC 480.00 .00 .00 .00 .00 155.00 6 063567 MAXWELL TANK LINES 194.00 .00 .00 397.00 .00 404.00 6 006192 MC KENZIE TANK LINES INC 120.00 .00 .00 .00 .00 .00 6 054164 MC KENZIE TANK LINES INC 1,733.00 .00 .00 .00 .00 1,690.00 6 056098 MC KENZIE TANK LINES INC 436.80 .00 .00 .00 .00 .00 6 079755 MC KENZIE TANK LINES INC 210.60 .00 .00 .00 .00 .00 6 069847 MC NULTY BULK TRANSPORT .00 .00 .00 .00 .00 10.90- 6 085359 MC TANK TRANSPORT 250.00 .00 .00 .00 .00 .00 6 088506 MCILVAINE TRUCKING INC 1,475.60 .00 .00 .00 .00 .00 6 088346 MCKENZIE TANK LINES INC 760.00 .00 .00 .00 .00 .00
RCP017 AGED ACCOUNTS RECEIVABLE AS OF 4/30/93
CO CUST NAME 0-90 91-120 121-150 151-180 181-210 OVER 6 082684 MID WEST SERVICE INC .00 00 .00 .00 .00 350.00 6 081842 MIDLAND ENVIRONMENTAL SER .00 .00 .00 .00 .00 5.20- 6 009841 MILES INC 16,640.67 1,868.00 3,486.13 6,677.69 7,004.13 6,595.50 6 053100 MILES INC .00 .00 .00 .00 .00 139.13 6 077812 MILES INC 16,100.00 .00 4,195.00 900.00 1,480.00 1,579.50 6 080311 MILES INC .00 .00 .00 .00 .00 139.13 6 085980 MILES INC 419.50 .00 .00 .00 .00 161.00 6 057048 MILKY WAY TRANSPORT CO .00 80.00 .00 .00 .00 .00 6 001867 MILLER TRANSPORT 2,766.00 .00 .00 .00 .00 .00 6 002503 MILLER TRANSPORT 357.00 .00 .00 .00 .00 .00 6 002814 MILLER TRANSPORT 1,205.35 196.00- .00 .00 .00 .00 6 003083 MILLER TRANSPORT 655.00 .00 .00 .00 .00 .00 6 004042 MILLER TRANSPORT 1,583.25 .00 .00 .00 .00 .00 6 004043 MILLER TRANSPORT 452.00 .00 .00 .00 .00 .00 6 009204 MILLER TRANSPORT 666.30 .00 .00 .00 .00 .00 6 026634 MILLER TRANSPORT 2,460.62 169.56 .00 .00 .00 1,185.03 6 028774 MILLER TRANSPORT 1,509.00 .00 .00 .00 .00 189.00 6 050700 MILLER TRANSPORT .00 570.00 .00 .00 .00 .00 6 055544 MILLER TRANSPORT 578.00 .00 .00 .00 .00 .00 6 057632 MILLER TRANSPORT 2,161.00 .00 .00 .00 .00 1,005.10 6 059863 MILLER TRANSPORT 238.00 .00 .00 .00 .00 .00 6 061995 MILLER TRANSPORT 559.05 .00 .00 .00 .00 147.00 6 063315 MILLER TRANSPORT 330.00 .00 .00 .00 .00 .00 6 067420 MILLER TRANSPORT .00 .00 .00 .00 .00 265.00 6 076377 MILLER TRANSPORT 445.20 .00 .00 .00 .00 .00 6 088414 MILLER TRANSPORT 654.50 .00 .00 .00 .00 .00 6 008251 MILLER TRANSPORTERS 2,356.87 .00 295.00- .00 140.00- .00 6 001755 MISSION PETROLEUM .00 .00 526.06- .00 .00 .00 6 028194 MISSISSIPPI CHEMICAL CORP .00 .00 .00 .00 .00 461.44- 6 060036 MISSISSIPPI CHEMICAL EXPR 3,712.52 .00 .00 .00 .00 675.40 6 088039 MISSISSIPPI CHEMICAL EXPR 2,738.42 .00 .00 .00 .00 .00 6 089568 MOBIL CHEMICAL CORPORATION 1,491.95 .00 .00 .00 .00 .00 6 002847 MOBIL OIL CORPORATION 155.00 .00 .00 .00 .00 .00 6 015086 MOBIL OIL CORPORATION .00 .00 .00 .00 .00 1,156.06 6 015016 MONSANTO COMPANY 1,278.41 .00 .00 .00 .00 .00 6 053490 MONSANTO COMPANY 2,250.00 .00 .00 .00 .00 .00 6 056407 MONSANTO COMPANY .00 .00 .00 .00 .00 7.05- 6 087131 MONTGOMERY INTERMODAL 190.00 .00 .00 .00 .00 .00 6 001758 MONTGOMERY TANK LINES .00 .00 .00 .00 .00 168.80- 6 025615 MONTGOMERY TANK LINES .00 .00 .00 .00 .00 734.85 6 027823 MONTGOMERY TANK LINES .00 .00 .00 .00 .00 179.35- 6 050455 MONTGOMERY TANK LINES .00 .00 .00 .00 .00 50.35- 6 051708 MONTGOMERY TANK LINES .00 .00 .00 .00 .00 148.50- 6 054110 MONTGOMERY TANK LINES 1,012.25 .00 789.41 .00 .00 23,871.35 6 059866 MONTGOMERY TANK LINES .00 .00 .00 .00 .00 73.85- 6 071525 MONTGOMERY TANK LINES .00 .00 .00 .00 .00 968.24- 6 072711 MONTGOMERY TANK LINES .00 .00 .00 .00 .00 613.79 6 073639 MONTGOMERY TANK LINES .00 .00 .00 .00 .00 385.20- 6 074738 MONTGOMERY TANK LINES .00 .00 .00 .00 .00 550.25- 6 075827 MONTGOMERY TANK LINES .00 .00 .00 .00 .00 263.75- 6 075849 MONTGOMERY TANK LINES .00 .00 .00 .00 .00 63.60
RCP017 AGED ACCOUNTS RECEIVABLE AS OF 4/30/93
CO CUST NAME 0-90 91-120 121-150 151-180 181-210 OVER 6 076378 MONTGOMERY TANK LINES .00 .00 .00 .00 .00 248.04 6 078844 MONTGOMERY TANK LINES .00 .00 .00 .00 .00 3,805.35 6 085268 MONTGOMERY TANK LINES 3,034.74 .00 .00 .00 .00 803.10 6 087390 MONTGOMERY TANK LINES 879.00 .00 .00 .00 .00 .00 6 087944 MONTGOMERY TRUCK LINES 515.10 .00 .00 .00 .00 .00 6 066682 MONTGOMERY/QUALITY CARRIER .00 .00 .00 .00 .00 19.20 6 049495 MOONEY CHEMICAL INC 680.50 .00 .00 .00 .00 .00 6 090200 MORETEX CHEMICAL COMPANY 190.00 .00 .00 .00 .00 .00 6 006674 MORTON INT'L SPECIALITY C .00 .00 .00 .00 .00 5,225.00 6 080936 MORTON INTERNATIONAL 185.00 .00 .00 .00 .00 .00 6 009812 MR FRANK 1,309.00 .00 .00 .00 .00 253.00 6 021654 NALCO CHEMICAL COMPANY 7,931.98 985.80 1,918.60 .00 .00 1,160.95- 6 054670 NALCO CHEMICAL COMPANY 17,876.00 .00 .00 .00 .00 .00 6 054710 NALCO CHEMICAL COMPANY 5,185.00 .00 .00 .00 .00 .00 6 024270 NAPPI TRUCKING CORP 614.80 .00 .00 .00 .00 .00 6 000733 NATIONAL STARCH & CHEM CO 1,063.04 .00 .00 .00 .00 .00 6 055880 NATIONAL STARCH & CHEM CO 128.70 .00 .00 .00 .00 .00 6 070043 NEW DIXIE TRANSPORTATION .00 .00 .00 .00 .00 37.10- 6 025616 NEW ENGLAND TRUCK SALES .00 .00 .00 155.00 155.00 4,225.40 6 005560 NEW HAVEN TANK TERMINAL 155.00 .00 .00 .00 .00 .00 6 075998 NILES CHEMICAL 620.00 .00 .00 .00 .00 .00 6 075771 NIPPON EXPRESS .00 .00 .00 .00 .00 350.55 6 084304 NORTH CANTON TRANSFER .00 .00 20.00 .00 .00 .00 6 057668 NORTRU INC 967.22 .00 .00 .00 .00 .00 6 060842 NOVA CHEM 2,133.00 .00 .00 .00 .00 .00 6 061002 NOVACOR CHEMICALS INC .00 .00 .00 .00 .00 140.00 6 007615 NUBULK .00 .00 .00 .00 .00 1,860.00 6 053963 NUBULK .00 .00 .00 .00 .00 602.60 6 074917 NUBULK SERVICES INC .00 .00 .00 .00 .00 2,392.69 6 065354 OAKLEY TRANSPORT 2,820.00 113.93- .00 .00 120.00 420.00 6 082233 OBRIEN TRANSPORT INC .00 .00 .00 10.40 .00 1,206.67 6 007934 OCCIDENTAL CHEMICAL CORP 464.50 .00 .00 .00 .00 .00 6 024720 OCCIDENTAL CHEMICAL CORP 157.00 .00 .00 .00 .00 212.00 6 026303 OCCIDENTAL CHEMICAL CORP 1,168.00 .00 .00 .00 .00 354.00 6 038575 OCCIDENTAL CHEMICAL CORP 4,659.00 .00 .00 .00 .00 491.00 6 078706 OCCIDENTAL CHEMICAL CORP 207.36 .00 .00 .00 .00 .00 6 079815 OCCIDENTAL CHEMICAL CORP .00 .00 .00 .00 .00 160.00 6 082296 OCCIDENTAL CHEMICAL CORP .00 .00 .00 .00 .00 980.00 6 089996 OCCIDENTAL CHEMICAL CORP 147.96 .00 .00 .00 .00 .00 6 007687 ODYSSEY 220.00 .00 .00 .00 .00 .00 6 073725 ODYSSEY 4,455.00 .00 .00 .00 .00 .00 6 026443 OHIO POLYCHEMICAL 1,314.00 260.00 .00 .00 .00 25.00- 6 082831 OLIN CORPORATION 4,700.00 .00 690.00 .00 .00 .00 6 039570 OLIN HUNT SPECIALTY PROD .00 .00 .00 .00 .00 140.00- 6 005440 OMNI BULK SYSTEMS .00 .00 .00 .00 .00 59.40- 6 061344 OPIES MILK HAULERS 749.12 .00 .00 .00 .00 .00 6 076295 ORIOLE CHEMICAL CARRIERS .00 .00 .00 .00 .00 71.02- 6 055437 OVID TRUCKING .00 .00 .00 .00 .00 165.00 6 064997 OWINGS TRANSPORT .00 .00 .00 .00 .00 1,079.62 6 067080 OZINGA PROS INC 192.50- .00 .00 .00 .00 .00 6 087607 P & R TANK LINES OF BALT 185.76 .00 .00 .00 .00 .00
RCP017 AGED ACCOUNTS RECEIVABLE AS OF 4/30/93
CO CUST NAME 0-90 91-120 121-150 151-180 181-210 OVER 6 005985 P B & S CHEMICAL COMPANY 291.50 .00 .00 .00 .00 .00 6 060640 P B & S CHEMICAL COMPANY 352.45 .00 .00 .00 .00 .00 6 033970 P D GEORGE COMPANY 421.20 .00 .00 .00 .00 .00 6 018500 P P G INDUSTRIES INC .00 .00 .00 .00 .00 91.75- 6 005434 PASCO PRODUCTS 347.79 .00 .00 .00 .00 .00 6 090164 PEDRONI FUEL COMPANY 418.70 .00 .00 .00 .00 .00 6 076845 PENCCO 405.00 105.00- .00 .00 .00 .00 6 082640 PENN TANK LINES 333.55 .00 .00 .00 .00 .00 6 090071 PENN TANK LINES 153.70 .00 .00 .00 .00 .00 6 000536 PENTRON 170.00 .00 .00 .00 .00 .00 6 003947 PENTRON 412.00 962.00 .00 .00 .00 .00 6 051090 PENTRON INC 1,399.20 .00 .00 .00 .00 420.13 6 077387 PERFORMANCE POLIMERS CO .00 .00 .00 .00 .00 130.00 6 089663 PERIDOT CHEMICAL CO 45.00 .00 .00 .00 .00 .00 6 060035 PETRO CHEMICAL PROCESS 177.55 .00 .00 .00 .00 .00 6 062388 PETRO-LUBE INC 184.00 .00 .00 .00 .00 .00 6 067218 PETROLITE CORPORATION 105.00 .00 .00 .00 .00 .00 6 051263 PIERCETON TRUCKING 100.00 .00 .00 .00 .00 .00 6 064380 PIONEER PLASTICS CORP 370.44 .00 .00 .00 .00 .00 6 076226 POLSINELLO FUEL INC 144.72 .00 .00 .00 .00 .00 6 072073 POPE TRANSPORT 120.00 .00 .00 .00 .00 .00 6 057051 PROVOST BULK TRANSPORTATION 190.00 .00 .00 .00 .00 .00 6 050772 PROVOST BULK TRANSPORTATION 2,981.62 .00 .00 .00 .00 .00 6 063181 PROVOST CARTAGE 1,144.81 169.56 .00 .00 .00 321.67- 6 064301 PROVOST CARTAGE 611.00 .00 .00 .00 .00 .00 6 083705 PROVOST CARTAGE 1,238.76 .00 .00 .00 .00 .00 6 002926 PUERTO RICAN MARINE MNGMT .00 .00 .00 .00 .00 40.00 6 078431 PUERTO RICAN MARINE MNGMT 90.00 .00 .00 .00 .00 .00 6 001252 PUMP & TANK SHOP 380.00 .00 .00 .00 .00 .00 6 054965 PVS CHEMICALS INC 115.00 .00 .00 .00 .00 .00 6 004287 QUALITY CARRIERS .00 .00 .00 .00 .00 945.00 6 025117 QUALITY CARRIERS .00 .00 .00 .00 .00 1,511.99 6 063780 QUALITY CARRIERS .00 .00 .00 .00 .00 2,877.83 6 056179 QUALITY CARRIERS .00 .00 .00 .00 .00 169.40 6 069044 QUALITY CARRIERS .00 .00 .00 .00 .00 208.82 6 069613 QUALITY CARRIERS .00 .00 .00 .00 .00 253.87 6 081876 QUALITY CARRIERS .00 .00 .00 .00 .00 220.00 6 082916 QUALITY TRANSPORT .00 .00 198.00- .00 .00 .00 6 084600 QUANTUM CHEMICAL CORP 240.00 .00 .00 .00 .00 .00 6 084610 QUANTUM CHEMICAL CORP 240.00 .00 .00 .00 .00 .00 6 081002 QUEENSWAY TANK LINES 464.77 .00 .00 .00 .00 .00 6 055737 R J GUERRERA 2,018.00 .00 .00 .00 .00 .00 6 052918 R WAYNE BOST TRUCKING INC 5,295.34 .00 .00 .00 .00 .00 6 080180 R WAYNE BOST TRUCKING INC 3,444.90 .00 50.00 .00 .00 .00 6 069317 RAY MOLDER CARRIER .00 .00 .00 .00 .00 1,385.57 6 000858 REFINERS TRANSPORT .00 .00 .00 .00 .00 1,796.47 6 002762 REFINERS TRANSPORT .00 .00 .00 .00 .00 224.20 6 009827 REFINERS TRANSPORT .00 .00 .00 .00 .00 90.00 6 050944 REFINERS TRANSPORT .00 .00 .00 .00 .00 4,475.42 6 057532 REFINERS TRANSPORT .00 .00 .00 .00 .00 405.18 6 060038 REFINERS TRANSPORT .00 .00 .00 .00 .00 2,054.94
RCP017 AGED ACCOUNTS RECEIVABLE AS OF 4/30/93
CO CUST NAME 0-90 91-120 121-150 151-180 181-210 OVER 6 064433 REFINERS TRANSPORT .00 .00 .00 .00 .00 1,710.32 6 080937 REFINERS TRANSPORT .00 .00 .00 .00 .00 933.91 6 058675 REICHOLD CHEMICAL COMPANY .00 .00 .00 .00 .00 350.96 6 068450 REICHOLD CHEMICAL COMPANY .00 .00 .00 .00 .00 917.50 6 004451 RENOSOL CORPORATION 660.00 .00 .00 .00 .00 .00 6 054787 RESEARCH SOLV & CHEM INC 285.00 .00 .00 .00 .00 366.48- 6 080468 RESOURCE TRANSPORT .00 .00 .00 .00 .00 324.62 6 070889 RESOURCES TRANSPORTATION 4,190.00 190.00 160.00 .00 160.00- .00 6 067701 RETECH CORPORATION .00 .00 .00 .00 .00 265.00 6 009571 REYNOLDS METALS COMPANY 70.00 .00 .00 .00 .00 .00 6 088747 REYNOLDS NATIONWIDE, INC 345.00 .00 .00 .00 .00 .00 6 057972 RHONE POULENC CHEMICAL .00 .00 .00 .00 .00 113.00 6 069170 RHONE POULENC CHEMICAL 9,225.20 .00 .00 .00 .00 .00 6 070033 RHONE POULENC CHEMICAL 225.00- .00 .00 .00 .00 225.00 6 083668 RHONE POULENC CHEMICAL 2,250.00 .00 .00 .00 .00 225.00 6 089938 RHONE POULENC CHEMICAL 152.00 .00 .00 .00 .00 .00 6 001000 RHONE POULENC SURFACTANTS .00 .00 .00 .00 .00 39.46 6 090230 ROCHESTER CARTAGE 60.00 .00 .00 .00 .00 .00 6 056725 RODGERS CARTAGE 175.00 .00 .00 .00 .00 .00 6 077736 RODGERS CARTAGE 235.00 .00 .00 .00 .00 .00 6 009829 ROEDER CARTAGE CO INC 260.00 .00 .00 .00 .00 .00 6 001833 ROGERS CARTAGE .00 .00 .00 195.00 .00 .00 6 002763 ROGERS CARTAGE 465.00 .00 .00 .00 .00 .00 6 055276 ROGERS CARTAGE 1,986.00 .00 200.00 .00 .00 .00 6 071271 ROGERS CARTAGE 2,356.20 .00 .00 .00 .00 91.16- 6 073023 ROGERS CARTAGE .00 .00 .00 .00 .00 159.75 6 076684 ROGERS CARTAGE 196.10 .00 .00 .00 .00 .00 6 081631 ROGERS CARTAGE 500.00 .00 .00 .00 .00 .00 6 085351 ROGERS CARTAGE 190.00 .00 .00 .00 .00 .00 6 080960 ROHM & HASS COMPANY 226.00 .00 .00 .00 .00 .00 6 070170 ROLLINS ENVIRONMENTAL SER 287.26 .00 .00 .00 .00 2,491.56 6 026251 ROSS TRANSPORTATION 304.75 .00 .00 .00 .00 .00 6 077914 ROY BROTHERS INC 697.84 .00 .00 .00 .00 .00 6 009832 RUAN TRANSPORT .00 .00 .00 .00 .00 115.00 6 060720 RUAN TRANSPORT 1,555.00 .00 .00 .00 .00 .00 6 060028 RYDER BULK TRANS SERV .00 .00 .00 .00 .00 360.00 6 069661 RYDER TRUCK RENTAL .00 .00 .00 .00 .00 171.00 6 009740 S & J TRANSPORTATION CO 2,314.82 .00 .00 .00 .00 .00 6 089333 S D MYERS 255.00 .00 .00 .00 .00 .00 6 051892 S D WARREN COMPANY .00 .00 .00 .00 .00 372.36 6 075092 S.E.T. ENVIRMENTAL 334.00 115.00 .00 .00 .00 .00 6 002052 SAFETY KLEEN CORPORATION 325.00 .00 .00 .00 .00 .00 6 076820 SAFETY KLEEN CORPORATION 124.00 .00 .00 .00 .00 .00 6 090084 SANDERS OIL COMPANY 160.00 .00 .00 .00 .00 .00 6 017165 SANDOZ CHEMICALS CORP 95.00 .00 .00 .00 .00 .00 6 071900 SCHENECTADY INTERNATIONAL 2,286.90 .00 .00 .00 .00 260.81 6 025415 SCHNEIDER NATIONAL 16,335.40 .00 .00 .00 .00 55.00- 6 057504 SCHNEIDER NATIONAL 2,507.74 .00 .00 .00 .00 215.00 6 073387 SCHNEIDER NATIONAL 7,174.62 .00 .00 .00 .00 195.00 6 088358 SCHNEIDER TANKLINES INC 605.00 161.00 .00 .00 .00 .00 6 080710 SCHWERMAN TRUCKING 329.40 .00 .00 .00 .00 .00
RCP017 AGED ACCOUNTS RECEIVABLE AS OF 4/30/93
CO CUST NAME 0-90 91-120 121-150 151-180 181-210 OVER 6 006193 SCHWERMAN TRUCKING CO 692.46 .00 .00 .00 .00 199.08- 6 022115 SCHWERMAN TRUCKING CO 1,035.00 .00 .00 .00 .00 .00 6 026334 SCHWERMAN TRUCKING CO .00 .00 .00 .00 .00 100.05- 6 082058 SCHWERMAN TRUCKING CO 2,491.92 .00 .00 115.00- .00 .00 6 054734 SCIENTIC BRAKE 380.00 .00 .00 .00 .00 .00 6 072460 SEALAND SERVICE INC .00 .00 .00 .00 .00 129.00 6 073150 SENTRY PAINT TECHNOLOGIES 901.00 .00 .00 .00 .00 292.60 6 000455 SEVEN UP BOTTLING COMPANY .00 .00 .00 .00 .00 143.00- 6 058860 SEYLLER TRANSPORTATION IN 29,587.50 .00 .00 .00 .00 .00 6 072452 SHELL OIL COMPANY .00 .00 .00 .00 .00 432.00 6 075632 SHENKERS INTL .00 .00 .00 .00 .00 21.20 6 050706 SICO .00 .00 .00 .00 .00 70.00- 6 007255 SICOMAC CARRIERS 145.00 .00 .00 .00 .00 .00 6 028417 SLAY TRANSPORTATION 619.00 .00 .00 .00 .00 389.48 6 059751 SLAY TRANSPORTATION 214.00 .00 .00 .00 .00 .00 6 072107 SLAY TRANSPORTATION .00 .00 .00 .00 .00 114.49 6 088251 SLAY TRANSPORTATION 1,284.00 .00 .00 .00 .00 .00 6 088715 SONOCO IBC 2,144.00 .00 .00 .00 .00 .00 6 076660 SOUTHCHEM INCORPORATED 2,576.12 .00 25.00 65.00 .00 .00 6 022924 SOUTHEASTERN ADHESIVES CO 200.00 .00 .00 .00 .00 .00 6 085064 SOUTHERN BULK HAULERS 135.00- .00 .00 .00 .00 .00 6 012689 SOUTHERN COATINGS & CHEM 220.00 .00 .00 .00 .00 .00 6 064072 SOUTHERN LUBRICANTS 136.00 .00 .00 .00 .00 .00 6 052773 SPECIALIZED TANK SERVICES 2,797.50 .00 160.00 .00 .00 .00 6 071337 SPRINTER SERVICES INC 1,259.00 .00 .00 .00 .00 .00 6 090032 ST LOUIS COUNTY PARK & RE 288.00 .00 .00 .00 .00 .00 6 005701 STAR CHEMICAL COMPANY 160.00 .00 .00 .00 .00 .00 6 089998 STEER TANK LINES INC 259.70 .00 .00 .00 .00 .00 6 071534 STEPHENS ENTERPRIZE .00 .00 .00 .00 .00 15.00- 6 057565 STOLT NEILSON INC 365.00 1,440.00 100.00- 360.00 735.00 225.00- 6 083816 STOLT NEILSON INC .00 .00 .00 .00 .00 200.00- 6 059568 STOLT-NEILSON .00 .00 .00 .00 .00 175.00- 6 067555 STOLT-NEILSON 19,932.42 .00 70.00 .00 539.08 825.00 6 089450 STOLT-NEILSON 68,450.00 12,945.00 145.00 .00 .00 .00 6 051110 SUNDOWN EQUIPMENT .00 .00 .00 .00 .00 185.00- 6 078634 SUNDOWN TANK LINES LTD 414.72 .00 .00 .00 .00 .00 6 081364 SUPERIOR CARRIERS 2,769.12 144.72 .00 .00 .00 .00 6 003029 SUPERIOR CARRIERS 4,053.08 .00 .00 .00 .00 845.66 6 026524 SUPERIOR CARRIERS 3,082.32 .00 .00 .00 .00 225.77 6 058699 SUPERIOR CARRIERS 3,765.36 .00 .00 .00 122.00 114.45- 6 060029 SUPERIOR CARRIERS 44,811.36 37.96- 75.43- .00 95.00 781.89 6 060397 SUPERIOR CARRIERS 789.84 .00 .00 .00 .00 120.64 6 070334 SUPERIOR CARRIERS 2,550.40 .00 .00 .00 .00 12.75- 6 080326 SUPERIOR CARRIERS 1,286.98 .00 .00 .00 .00 .00 6 081427 SUPERIOR CARRIERS 2,327.32 .00 .00 .00 .00 112.96 6 085581 SUPERIOR CARRIERS 7,282.00 160.00- .00 .00 .00 .00 6 085582 SUPERIOR CARRIERS 2,025.00 .00 .00 .00 .00 .00 6 076241 SUPERIOR TANK TRAILER 130.00 .00 .00 .00 .00 .00 6 080250 SURPASS CHEMICAL CO, INC 445.20 .00 .00 .00 .00 .00 6 088441 SUTTLE TRANSPORTATION 204.12 .00 .00 .00 .00 .00 6 057534 SUTTLES TRUCK LEASING 10,101.13 30.00 275.00 .00 1,218.00 1,791.60
RCP017 AGED ACCOUNTS RECEIVABLE AS OF 4/30/93
CO CUST NAME 0-90 91-120 121-150 151-180 181-210 OVER 6 058079 SUTTLES TRUCK LEASING INC 475.00 .00 .00 .00 .00 .00 6 088724 SUTTLES TRUCK LEASING, IN 2,806.00 .00 .00 .00 .00 .00 6 065023 SUTTONS INTL (N A) INC 3,254.00 .00 .00 .00 152.50 1,831.50 6 086775 SYNTECH .00 455.00 490.00 .00 .00 .00 6 019853 T & T CHEMICAL COMPANY .00 .00 .00 .00 .00 1,041.71 6 056884 T D S I .00 .00 .00 .00 .00 307.09 6 072544 TANK CLEANING SERVICES .00 .00 .00 .00 .00 903.80 6 000242 TANK TRUCK TRANSPORT 240.00 .00 .00 .00 .00 .00 6 082653 TANK TRUCK TRANSPORT 223.56 .00 .00 .00 .00 .00 6 073007 TANKER TRANSPORT .00 .00 .00 .00 .00 15.00- 6 067285 TECHNICAL PRODUCTS 166.66 .00 .00 .00 .00 .00 6 079753 TENNESSEE VALLEY PERFORMA .00 .00 .00 .00 .00 264.80- 6 076847 TEXACO INT TRADERS INC 523.25 89.50 .00 .00 .00 77.00- 6 056940 TEXACO REF & MARKETING .00 .00 .00 .00 .00 170.00 6 079351 TEXACO REF & MARKETING .00 .00 .00 .00 .00 310.50 6 008256 THE GEO A RHEMAN CO INC 3,997.00 .00 .00 .00 375.50 355.75- 6 055277 TIDEWATER TRANSIT 212.00 .00 225.00- .00 .00 .00 6 063699 TIDEWATER TRANSIT .00 .00 125.00- .00 .00 .00 6 077066 TIDEWATER TRANSIT 145.00 .00 .00 .00 .00 .00 6 087252 TIDEWATER TRANSPORT 1,630.00 .00 .00 .00 .00 .00 6 058084 TIONA 361.00 .00 .00 .00 .00 24.20- 6 079551 TIPHOOK plc 60.00 .00 .00 .00 .00 .00 6 085333 TITANK AGENCIES USA INC 8,066.50 1,637.50 540.00 970.00 .00 .00 6 090246 TOBACCO CONTRACTOR 90.00 .00 .00 .00 .00 .00 6 086890 TOTAL DISTRIBUTION SERVIC 212.00 .00 .00 .00 .00 .00 6 071034 TOWNLEY PRODUCTS INC .00 .00 .00 .00 .00 74.20- 6 010686 TR-METRO CHEMICALS INC .00 .00 .00 .00 .00 101.65 6 089336 TRANS ATLANTIC 1,273.06 .00 .00 .00 .00 .00 6 073064 TRANS OCEAN TANK SERVICES 434.50 .00 .00 .00 .00 141.00 6 072328 TRANSPORT CO OF TEXAS .00 200.00 .00 .00 .00 291.60- 6 066201 TRANSPORT INC 4,466.50 .00 .00 .00 .00 .00 6 080533 TRANSPORT SERVICE 297.00 .00 .00 .00 .00 132.52 6 088153 TRANSPORT SERVICE 599.71 196.10 .00 .00 .00 .00 6 002820 TRANSPORT SERVICE CO 13,524.60 726.00 338.00 .00 384.00 1,180.81 6 026525 TRANSPORT SERVICE CO .00 .00 .00 245.00 .00 1,981.57 6 058704 TRANSPORT SERVICE CO .00 .00 .00 .00 .00 137.48 6 088051 TRANSPORT SERVICE CO .00 .00 .00 .00 190.50 .00 6 072212 TRANSPORT SERVICES 172.00 .00 .00 .00 .00 .00 6 076769 TRANSPORT SERVICES CO .00 .00 .00 .00 .00 202.30 6 026636 TRI ALLWASTE .00 .00 .00 .00 .00 163.38 6 070353 TRI COUNTY 95.00 .00 .00 .00 .00 .00 6 088465 TRI TANK CO 203.30 .00 .00 .00 .00 .00 6 062273 TRIMAC 613.63 .00 .00 .00 .00 200.00 6 083812 TRIMAC 426.00 .00 .00 .00 .00 .00 6 083939 TRIMAC 311.00 170.00 .00 .00 .00 909.49 6 086842 TRIMAC 5,560.00 .00 .00 .00 .00 .00 6 089941 TRIMAC #52 155.00 .00 .00 .00 .00 .00 6 028419 TRIMAC BULK TRANS INC .00 .00 .00 .00 .00 105.15 6 081237 TRIMAC BULK TRANS INC 746.28 145.00 .00 .00 .00 2,673.28 6 079552 TRIMAC BULK TRANSPORTATIO .00 .00 .00 .00 .00 250.56 6 001123 TRIMAC TRANSPORT SYSTEMS .00 130.00 .00 .00 .00 .00
RCP017 AGED ACCOUNTS RECEIVABLE AS OF 4/30/93
CO CUST NAME 0-90 91-120 121-150 151-180 181-210 OVER 6 007254 TRIMAC TRANSPORT SYSTEMS 296.00 .00 .00 .00 .00 579.59 6 009261 TRIMAC TRANSPORT SYSTEMS 340.00 .00 .00 .00 .00 1,392.00 6 050846 TRIMAC TRANSPORT SYSTEMS 660.00 .00 .00 .00 .00 907.03 6 052747 TRIMAC TRANSPORT SYSTEMS .00 .00 .00 .00 .00 687.06 6 057846 TRIMAC TRANSPORT SYSTEMS 370.00 .00 .00 .00 .00 .00 6 058329 TRIMAC TRANSPORT SYSTEMS .00 .00 .00 .00 .00 261.94 6 059022 TRIMAC TRANSPORT SYSTEMS 1,033.56 .00 .00 .00 .00 .00 6 067422 TRIMAC TRANSPORT SYSTEMS 148.00 .00 .00 .00 .00 621.40 6 072505 TRIMAC TRANSPORT SYSTEMS 1,036.84 .00 .00 .00 .00 .00 6 080314 TRIMAC TRANSPORT SYSTEMS 401.96 293.76 259.01 .00 .00 103.00 6 081156 TRIMAC TRANSPORT SYSTEMS .00 201.96 .00 .00 .00 .00 6 082005 TRIMAC TRANSPORT SYSTEMS 974.28 .00 .00 .00 139.13 296.78 6 082010 TRIMAC TRANSPORT SYSTEMS .00 89.50 .00 .00 .00 129.00 6 082101 TRIMAC TRANSPORT SYSTEMS .00 .00 .00 .00 .00 1,410.00 6 078843 TRIMAC TRANSPORTATION .00 .00 180.00 .00 .00 .00 6 089817 TRUCK TRANSPORT 102.36 .00 .00 .00 .00 .00 6 004198 TRUCK TRANSPORT INC .00 .00 .00 .00 .00 517.05 6 007943 TRUCK TRANSPORT INC .00 .00 .00 .00 .00 716.84 6 053062 TRUCK TRANSPORT INC .00 .00 .00 .00 .00 232.86 6 074613 TRUCK TRANSPORT INC .00 .00 .00 .00 .00 986.50 6 078250 TRUCK TRANSPORT INC .00 .00 .00 135.00 .00 .00 6 080851 TRUCK TRANSPORT INC 9,481.06 160.00 1,173.25 209.00 405.00 1,619.54 6 083620 U S ARMY 3,305.08 .00 26.88 253.80 161.28 .00 6 082191 ULRICH CHEMICAL CO 580.00 .00 .00 .00 .00 .00 6 001917 UNION CARBIDE CORPORATION 9,687.75 95.00- 90.00 200.00 131.25 235.50- 6 013731 UNION CARBIDE CORPORATION .00 353.60 .00 .00 .00 .00 6 026319 UNION CARBIDE CORPORATION .00 .00 .00 .00 .00 184.18- 6 071285 UNION CARBIDE CORPORATION .00 .00 .00 .00 .00 947.40- 6 076296 UNION CARBIDE CORPORATION 739.44 .00 .00 .00 .00 35.00 6 083870 UNION CARBIDE CORPORATION .00 106.25 .00 .00 .00 540.00 6 065926 UNION PACIFIC RAILROAD CO 6,680.00 .00 .00 .00 .00 616.00- 6 086267 UNITED TRANSPORT OF E LON 140.00 .00 178.00- 165.00- .00 .00 6 084335 UNITED TRANSPORT TANL CNT 275.00 .00 .00 .00 .00 .00 6 089483 UNITED TRANSPORT TANKCONT 499.36 .00 .00 .00 .00 1,794.00 6 081494 UNITEK ENVIRONMENTAL .00 .00 .00 .00 .00 7,634.00 6 085835 UNIVERSAL PETROLEUM TANK 517.50 .00 .00 .00 .00 .00 6 006278 UNOCAL CORPORATION .00 .00 .00 .00 .00 560.00 6 085570 UP JOHN COPANY .00 560.00 .00 .00 .00 .00 6 055279 USHER TRANSPORT 12,486.50 .00 .00 .00 .00 .00 6 003598 V C TANK LINES 2,727.96 169.56 55.00 20.00- .00 134.61- 6 059030 VALSPAR CORPORATION 2,148.00 .00 .00 .00 165.00 .00 6 004298 VAN WATERS & ROGERS .00 .00 .00 .00 .00 220.00 6 004945 VAN WATERS & ROGERS 411.00 .00 .00 .00 .00 .00 6 010226 VAN WATERS & ROGERS .00 200.00- .00 .00 .00 .00 6 026261 VAN WATERS & ROGERS 1,770.00 .00 .00 .00 .00 .00 6 050182 VAN WATERS & ROGERS 2,477.50 .00 .00 .00 .00 1,329.12- 6 054480 VAN WATERS & ROGERS .00 .00 .00 .00 .00 154.18- 6 085610 VAN WATERS & ROGERS 235.00 .00 .00 .00 .00 .00 6 088714 VC TANK LINES 247.82 115.00 .00 .00 .00 .00 6 008099 VIRKLER CHEMICAL COMPANY 2,095.00 .00 .00 .00 .00 .00 6 005610 VISTA CHEMICAL .00 .00 .00 .00 .00 290.00
RCP017 AGED ACCOUNTS RECEIVABLE AS OF 4/30/93
CO CUST NAME 0-90 91-120 121-150 151-180 181-210 OVER 6 019020 VISTA CHEMCIAL .00 .00 .00 .00 .00 136.74 6 074599 VOLUME TRANSPORT 102.60 .00 .00 .00 .00 .00 6 086260 VULCAN MATERIAL CORP 235.00 .00 .00 .00 .00 .00 6 003455 W R GRACE & COMPANY .00 .00 .00 .00 .00 514.53 6 019916 W R GRACE & COMPANY .00 .00 .00 .00 .00 236.00 6 059114 W R GRACE & COMPANY .00 .00 .00 .00 .00 200.00 6 061013 W R GRACE & COMPANY .00 .00 .00 .00 .00 35.00 6 078570 W R GRACE & COMPANY 145.00 .00 .00 .00 .00 .00 6 010577 W R GRACE CONSTRUCTION DI .00 84.80 .00 .00 .00 116.60 6 077662 W T S OF HOUSTON INC 1,910.00 520.00 .00 260.00 221.00- 231.00 6 061034 WAYNE BOST TRUCKING 2,004.00 .00 .00 .00 .00 .00 6 053309 WEST CENTRAL ENVIRONMENTL 2,307.96 390.96 .00 .00 .00 499.33 6 081359 WESTBANK HARBOR SERVICES 2.40 .00 .00 .00 .00 .00 6 054924 WESTERN COMMERCIAL TRANSP 115.00 .00 .00 .00 .00 .00 6 076408 WHARTON TRANSPORT 270.40 41.60- 121.90 .00 .00 .00 6 007515 WHEELER TRANSPORT 1,622.50 .00 .00 .00 .00 108.00- 6 008561 WIKEL BULK EXPRESS 1,776.00 .00 .00 .00 .00 .00 6 090163 WILCUR INC 174.00 .00 .00 .00 .00 .00 6 089671 WILEY SANDERS 449.82 .00 .00 .00 .00 .00 6 090240 WILEY SANDERS 1,125.40 .00 .00 .00 .00 .00 6 066789 WILLETT COMPANY .00 .00 .00 .00 .00 170.00 6 088145 WILMINGTON COCA-COLA 365.00 .00 .00 .00 .00 .00 6 081053 WIM VOS USA INC 520.00 .00 520.00 .00 .00 .00 6 089643 WIM VOS USA INC 260.00 .00 .00 .00 .00 .00 6 004100 WITCO CORPORATION .00 .00 .00 .00 .00 384.00 6 058080 WYNNE TRANSPORT 2,044.85 .00 .00 .00 .00 .00 6 000615 YELLOWSTONE VALLEY CHEM .00 .00 .00 .00 .00 220.00- 6 003031 YOUNGER BROTHERS 4,159.60 .00 291.20 332.80- .00 152.50 6 003864 YOUNGER BROTHERS 318.75 .00 .00 .00 .00 .00 6 004555 YOUNGER BROTHERS 4,222.00 1,040.00 1,740.00 .00 200.00 1,940.50 6 005212 YOUNGER BROTHERS 2,986.00 301.00 .00 449.55- 173.00- 21.45- 6 006534 YOUNGER BROTHERS 548.43 .00 .00 .00 .00 .00 6 083538 YOUNGER BROTHERS .00 .00 .00 .00 .00 26.50- 6 084614 YOUNGER BROTHERS 620.00 .00 .00 .00 .00 .00 6 089662 YOUNGER BROTHERS 182.00 .00 .00 .00 .00 .00 6 090247 3 R INCORPORATED OF CHARL 50.00 .00 .00 .00 .00 .00 6 070042 7-7 INC 215.00 .00 .00 .00 .00 .00 6 TOTAL 1175,974.03 70,557.30 53,424.41 20,634.14 26,576.02 258,451.37 BALANCE 1605,435.27
QUALA SYSTEMS, INC. SUMMARY Summary of Quala Systems, Inc. aged accounts receivable as of May 1, 1993 (showing detailed aging less than 90 days from invoice date) total $1,605,435. ========== JOB-RCPMO5 FNR 5/02/93 CO-CODE: 6 AGED ACCOUNTS RECEIVABLE ENDING-DATE 5/01/93 PAGE # 1
0-TO- 31-TO- 61-TO- OVER- TOTAL S.C. CUST# CUSTOMER ADDRESS ST. CITY 30 60 90 90 BAL-DUE C 63593 $245 $245.00 CUST. TOTAL..... 245 245.00 01135 A & R TRANSPORT INC P O BOX 577 IL OTTAWA $6- $6.33- CUST. TOTAL..... 6- 6.33- 75238 A B ROBERTS P O BOX 131389 TX TYLER $1,205 $1,265 $320 $2,790.00 CUST. TOTAL..... 1,205 1,265 320 2,790.00 09948 A G TRUCKING U S 33 SOUTH IN GOSHEN $370 $370.00 CUST. TOTAL..... 370 370.00 81375 A J SANDI 400 CHAPMAN STREET MA GREENFIELD $1,166 $1,166.00 CUST. TOTAL..... 1,166 1,166.00 00003 A J WEIGAND INC P O BOX 103 OH DOVER $3,086 $3,086.00 CUST. TOTAL..... 3,086 3,086.00 25619 A T & T P O BOX 105154 GA ATLANTA $199 $199.00 CUST. TOTAL..... 199 199.00 60910 A W MARTIN 108 BLACKS RD CT CHESHIRE $155 $155.00 CUST. TOTAL..... 155 155.00 00130 ABCO P O BOX 335 SC ROEBUCK $1,032 $1,032.00 CUST. TOTAL..... 1,032 1,032.00 73385 ACCOUNTS RECEIVABLE PA LIONVILLE $290- $290.17- CUST. TOTAL..... 290- 290.17- 03773 ACHEM CORPORATION P O BOX 930 SC COWPENS $770 $1,067 $342 $152- $2,026.50 CUST. TOTAL..... 770 1,067 342 152- 2,026.50 09734 ACME RESIN CORPORATION 10330 W ROOSEVELT RD IL WESTCHESTER $195 $195.00 CUST. TOTAL..... 195 195.00 82688 ADM CORP CORN SWEETNERS IL DECATUR $229 $171 $400.00 CUST. TOTAL..... 229 171 400.00 75608 ADM TRANSPORT P O BOX 3574 GA MACON $196 $196.00 CUST. TOTAL..... 196 196.00 74616 ADM TRUCKING INC 2505 N JASPER ST IL DECATUR $2,640 $130- $2,510.20 CUST. TOTAL..... 2,640 130- 2,510.20 24524 AERO LIQUID TRANSPORT 1717 FOUR MILE ROAD N/E MI GRAND RAPIDS $6- $6.22- 03943 AERO LIQUID TRANSPORT 13565 GRAND RIVER DIRVE MI LOWELL $180 $10 $1,069 $1,259.99 CUST. TOTAL..... 180 10 1,063 1,253.77 85504 AFFILIATED 3001 S HICKORY TN CHATTANOOGA $1,025- $1,147 $121.68 CUST. TOTAL..... 1,025- 1,147 121.68
JOB-RCPMO5 FNR 5/02/93 CO-CODE: 6 AGED ACCOUNTS RECEIVABLE ENDING-DATE 5/01/93 PAGE # 2
0-TO- 31-TO- 61-TO- OVER- TOTAL S.C. CUST# CUSTOMER ADDRESS ST. CITY 30 60 90 90 BAL-DUE 76023 AIR PRODUCTS & CHEMICALS 7201 HAMILTON BLVD PA ALLENTOWN $2,734 $1,372 $1,208 $5,315.90 70526 AIR PRODUCTS & CHEMICALS 403 CARLINE ROAD SC LANGLEY $189 $189.00 CUST. TOTAL..... $2,923 1,372 1,208 5,504.90 23132 AKZO CHEMICALS INC 13000 BAY PARK ROAD TX PASADENA $160 $160.00 CUST. TOTAL.... 160 160.00 64026 AL THOMPSON TRUCKING P O BOX 1050 SC CHESTER $1,358 $1,358.00 CUST. TOTAL..... 1,358 1,358.00 89488 ALL FREIGHT SERVICES C/O C.C.E. TRANSPORTATIO TX FRIENDSWOOD $160 $160.00 CUST. TOTAL..... 160 160.00 83716 ALL TANK TRANSPORT 622 WATERLOO RD OH AKRON $3,017 $2,445 $1,375 $7,798 $14,635.97 CUST. TOTAL..... 3,017 2,445 1,375 7,798 14,635.97 50105 ALLIANCE TRANSPORTATION P O BOX 1182 WI MILWAUKEE $340 $340.00 CUST. TOTAL..... 340 340.00 23976 ALLIED-SIGNAL INC P O BOX 226 LA GEISER $530 $530.00 85183 ALLIED-SIGNAL INC ROUTE 61 PA SHOEMAKERSVILL $4,042 $4,042.68 15005 ALLIED-SIGNAL INC DRAWER 761 VA HOPEWELL $227 $227.50 CUST. TOTAL..... 4,042 757 4,800.18 78219 ALPHA CHEMICAL CORP P O DRAWER S LA RESERVE $235 $235.00 CUST. TOTAL..... 235 235.00 74005 ALTOM TRANSPORT 4946 S CICERO AVE IL CHICAGO $115 $115.00 CUST. TOTAL..... 115 115.00 02150 AMERICAN CYANAMID COMPAN P O BOX 425 CT WALLINGFORD $165 $360 $525.00 03020 AMERICAN CYANAMID COMPAN 2715 MILLER RD MI KALAMAZOO $915 $915.00 CUST. TOTAL..... 1,080 360 1,440.00 04981 AMERICAN INDUSTRIAL CHEM P O BOX 723117 GA ATLANTA $245 $245.67 CUST. TOTAL..... 245 245.67 90133 AMERICAN TANK CONTAINERS P O BOX 424098 MA ELKRIDGE $153 $153.70 CUST. TOTAL..... 153 153.70 55099 AMERICAN TANK TRANSPORT 6317 MACAW COURT MA ELKRIDGE $180 $180.20 CUST. TOTAL..... 180 180.20 04803 AMERICHEM INC 340 NORTH AVENUE MA MASON, IN $305 $305.00 CUST. TOTAL..... 305 305.00 72761 AMOCO CHEMICAL CORP P O BOX 1875 TX ALVIN $1,930 $1,750 $3,680.00 CUST. TOTAL..... 1,930 1,750 3,680.00 01682 AMOCO OIL COMPANY 280 WATERFRONT STREET CT NEW HAVEN $310 $310.00 CUST. TOTAL..... 310 310.00
JOB-RCPMO5 FNR 5/02/93 CO-CODE: 6 AGED ACCOUNTS RECEIVABLE ENDING-DATE 5/01/93 PAGE # 3
0-TO- 31-TO- 61-TO- OVER- TOTAL S.C. CUST# CUSTOMER ADDRESS ST. CITY 30 60 90 90 BAL-DUE 71627 ANDREW TRANSPORT INC P O BOX 163469 TX FORT WORTH $110 $110.00 CUST. TOTAL..... 110 110.00 53934 ARCHER DANIELS MIDLAND C 1251 BEAVER CHANNEL PKWY IA CLINTON $223 $223.56 04030 ARCHER DANIELS MIDLAND C 2505 N JASPER IL DECATUR $779 $779.00 CUST. TOTAL..... 779 223 1,002.56 06555 ARCO CHEMICAL COMPANY 3801 WEST CHESTER PIKE PA NEWTOWN SQUARE $305 $305.00 CUST. TOTAL..... 305 305.00 74203 ARISTECH CHEMICAL CORP ISLAND AVENUE PA PITTSBURGH $796 $405- $391.00 CUST. TOTAL..... 796 405- 391.00 75313 ARMSWAY TANK TRANSPORT 5378 SEBRING WARNER RD. OH GREENVILLE $134 $4 $138.85 CUST. TOTAL..... 134 4 138.85 12059 ASHLAND CHEMICAL COMPANY 8600 ENTERPRISE DR CA NEWARK $280 $50- $230.00 21700 ASHLAND CHEMICAL COMPANY 7710 POLK STREET MO SAINT LOUIS $606 $230 $836.00 88083 ASHLAND CHEMICAL COMPANY 7410 HALL STREET MO SAINT LOUIS $480 $480.00 05080 ASHLAND CHEMICAL COMPANY RIVERSIDE AVENUE NY RENSSELAER $804 $343 $259 $1,407.24 04780 ASHLAND CHEMICAL COMPANY P O BOX 6250 OH AKRON $120 $120.00 56381 ASHLAND CHEMICAL COMPANY P O BOX 173 ATTN K HILL OH COLUMBUS $200 $70- $130.00 60998 ASHLAND CHEMICAL COMPANY BOX 2219/QUALAWASH OH COLUMBUS $134 $162- $28.00- 86823 ASHLAND CHEMICAL COMPANY P O BOX 2219 OH COLUMBUS $276- $276.00- 87426 ASHLAND CHEMICAL COMPANY 5200 BLAZER PARKWAY OH DUBLIN $285- $285.00- 22016 ASHLAND CHEMICAL COMPANY 1-95 INDUSTRIAL PARK PA ASTON $248 $248.98 CUST. TOTAL..... 2,424 493 54- 2,863.22 28345 ASHLAND OIL INC 6121 ALMEDA GENGA ROAD TX HOUSTON $3,445 $3,445.00 CUST. TOTAL..... 3,445 3,445.00 71728 AUTUMN IND INC 518 PERKINS-JONES ROAD OH WARREN $640 $640.00 CUST. TOTAL..... 640 640.00 62687 B B & L INC 1301 INDUSTRIAL DRIVE IL LAKE IN THE HI $360 $360.00 CUST. TOTAL..... 360 360.00 53768 BALTIMORE TANK LINES P O BOX 1028 MD GLEN BURNIE $960 $960.36 CUST. TOTAL..... 960 960.36 82003 BARNETT TRANSPORTATION I P O BOX 031605 AL TUSCALOOSA $1,025 $984 $2,009.80 CUST. TOTAL..... 1,025 984 2,009.80 05091 BASF CORPORATION P O DRAWER D/BLDG 201 VA WILLIAMSBURG $140 $140.00 CUST. TOTAL..... 140 140.00 09209 BASF INMONT CORPORATION 3301 BOURKE AVENUE MI DETROIT $175 $175.00 CUST. TOTAL..... 175 175.00 01963 BECKER CORPORATION P O BOX 581180 OK TULSA $170 $170.00 CUST. TOTAL..... 170 170.00
JOB-RCPMO5 FNR 5/02/93 CO-CODE: 6 AGED ACCOUNTS RECEIVABLE ENDING-DATE 5/01/93 PAGE # 4
0-TO- 31-TO- 61-TO- OVER- TOTAL S.C. CUST# CUSTOMER ADDRESS ST. CITY 30 60 90 90 BAL-DUE 28738 BEECHAM INC. 46 RIVER STREET CT NEW HAVEN $195 $195.00 CUST. TOTAL..... 195 195.00 88710 BEELMAN BOX 93 IL SAINT LIBORY $70- $70.00- CUST. TOTAL..... 70- 70.00- 79562 BEELMAN TRUCK CO P O BOX 507 MO STE GENEVIEVE $207 $64- $142.43 CUST. TOTAL..... 207 64- 142.43 05572 BENZSAY & HARRISON RAILROAD AVE NY DELANSON $18 $18.27 CUST. TOTAL..... 18 18.27 68613 BETZ LABORATORIES INC. 170 FORBES ROAD MA BRAINTREE $1,800 $4,960 $2,860 $9,620.00 89699 BETZ LABORATORIES INC. 3026 SOLANDT ON KANATA $223 $223.56 08910 BETZ LABORATORIES INC. 4636 SOMERTON ROAD PA TREVOSE $5,888 $1,895 $7,783.68 CUST. TOTAL.... 7,911 4,960 2,860 1,895 17,627.24 75828 BIERLEIN 2903 S GRAHAM MI SAGINAW $170 $170.00 CUST. TOTAL.... 170 170.00 10350 BISHOP CHEMICAL 160 VAN RENSELEAR STREET NY BUFFALO $285 $285.12 CUST. TOTAL.... 285 285.12 09290 BISON LABORATORIES 80 LESLIE STREET NY BUFFALO $88 $88.56 CUST. TOTAL.... 88 88.56 85590 BLACKHOWSKE TRUCK LINES P O BOX 530 MN FAIRMONT $126 $137 $99 $363.11 CUST. TOTAL.... 126 137 99 363.11 84422 BO BACHS TRANSPORT INC 38 SANFORDVILLE RD NY WARWICK $123 $123.00 CUST. TOTAL.... 123 123.00 26632 BONCOSKY TRANSPORTATION 1301 INDUSTRIAL DRIVE IL ALGONQUIN $15,872 $6,045 $196- $21,721.88 86087 BONCOSKY TRANSPORTATION RT 51 & PITTSBURGH AVE PA CORAOPOLIS $770 $770.00 81811 BONCOSKY TRANSPORTATION 4 CROWN POINT ROAD NJ PAULSBORO $3,410 $3,410.36 CUST. TOTAL.... 20,052 6,045 196- 25,902.24 06160 BORDEN & REMINGTON P O BOX 2573 MA FALL RIVER $111 $111.30 CUST. TOTAL.... 111 111.30 74610 BORDEN PKG & INDUSTRIAL P O BOX 847 WI SHEBOYGAN $115 $115.00 CUST. TOTAL.... 115 115.00 67932 BORDON CHEMICAL 1717 WEST WARD STREET NC HIGH POINT $550 $550.00 CUST. TOTAL.... 550 550.00 72236 BORK TRANSPORT 12440 S STONEY ISLAND IL CHICAGO $180 $66 $246.00 59027 BORK TRANSPORT 1047 ARLINGTON IL DECATUR $110 $110.00 51458 BORK TRANSPORT P O BOX 568 IL SUMMIT $1,959 $3,195 $565 $5,719.68 79422 BORK TRANSPORT P O BOX 500 IL SUMMIT $155 $415 $160 $730.15 CUST. TOTAL.... 2,224 3,790 160 631 6,805.83
JOB-RCPMO5 FNR 5/02/93 CO-CODE: 6 AGED ACCOUNTS RECEIVABLE ENDING-DATE 5/01/93 PAGE # 5
0-TO- 31-TO- 61-TO- OVER- TOTAL S.C. CUST# CUSTOMER ADDRESS ST. CITY 30 60 90 90 BAL-DUE 84501 BORK TRANSPORT INC P O BOX 1778 IA DES MOINES $145 $145.00 CUST. TOTAL..... 145 145.00 09935 BRIDGELAND TERMINALS LTD 35 ORIOLE PARKWAY ON ELMIRA $280 $280.00 CUST. TOTAL..... 280 280.00 90229 BROWNING-FERRIS INDUSTRI 910 CAMARO RUN PA WEST CHESTER $1,387 $1,387.54 CUST. TOTAL..... 1,387 1,387.54 52738 BRYSON RECOVERY SERVICES 411 BURTON ROAD SC LEXINGTON $85- $85.80- CUST. TOTAL..... 85- 85.80- 78867 BUCK BAKER TRUCKING 350 TOWNSON STREET CA SAN FRANCISCO $140 $140.00 CUST. TOTAL..... 140 140.00 06823 BUCKMAN LABORATORIES P O BOX 200 MO CADET $228 $228.00 CUST. TOTAL..... 228 228.00 64183 BUESING BULK TRANSPORT 2212 CRESTVIEW DR WI HUDSON $754 $754.15 CUST. TOTAL..... 754 754.15 11940 BUFFALO COLOR CORPORATION P O BOX 7027 NY BUFFALO $68 $68.04 CUST. TOTAL..... 68 68.04 64998 BUFFALO FUEL CORP 2445 ALLEN AVE NY NIAGARA FALLS $745 $532 $1,052 $2,329.96 CUST. TOTAL..... 745 532 1,052 2,329.96 68345 BUILDERS TRANSPORT P O BOX 7005 SC CAMDEN $83- $83.20- CUST. TOTAL..... 83- 83.20- 89489 BULK INC 676 SAVAGE RD BOX 9 PA NORTHAMPTON $490 $490.86 CUST. TOTAL..... 490 490.86 73315 BULK TRANSPORT 7177 INDUSTRIAL PARKWAY OH PLAIN CITY $315 $315.00 CUST. TOTAL..... 315 315.00 52018 BULK TRANSPORT 415 LEMON STREET CA WALNUT $225 $987 $1,078 $1,417 $3,707.00 CUST. TOTAL..... 225 987 1,078 1,417 3,707.00 00004 BULK TRANSPORT CO. INC. 1500 PINE MI ESSEXVILLE $92 $92.00 CUST. TOTAL..... 92 92.00 26929 BULKHAUL USA INC 6 C0MMERCE DRIVE NJ CRANFORD $392 $392.50 CUST. TOTAL..... 392 392.50 03682 BULKMATIC TRANSPORT 12000 SOUTH DOTY AVENUE IL CHICAGO $80- $80.00- 77488 BULKMATIC TRANSPORT 3998 MUELLER RD IL DECATUR $110 $130 $240.00 77474 BULKMATIC TRANSPORT 1150 E 145TH ST IN E CHICAGO $250 $250.56 77461 BULKMATIC TRANSPORT 2001 N CLINE AVENUE IN GRIFFITH $2,804 $1,715 $195- $4,323.84 77457 BULKMATIC TRANSPORT 2450 SHEFFIELD IN HAMMOND $150 $150.00 02035 BULKMATIC TRANSPORT 1635 MERWIN OH CLEVELAND $158 $158.00 77470 BULKMATIC TRANSPORT 149 NICHOL AVENUE PA MCKEES ROCKS $150 $150.00 CUST. TOTAL..... 3,314 1,865 130 117- 5,192.40
JOB-RCPMO5 FNR 5/02/93 CO-CODE: 6 AGED ACCOUNTS RECEIVABLE ENDING-DATE 5/01/93 PAGE # 6
0-TO- 31-TO- 61-TO- OVER- TOTAL S.C. CUST# CUSTOMER ADDRESS ST. CITY 30 60 90 90 BAL-DUE 25613 BURLINGTON INDUSTRIES P O BOX 691 NC BURLINGTON $370 $370.00 CUST. TOTAL..... 370 370.00 12690 BURRIS CHEMICAL COMPANY 4210 AZALEA DRIVE SC CHARLESTON $105 $90- $15.00 CUST. TOTAL..... 105 90- 15.00 55932 BUTLER & COMPANY HIGHWAY 18 AL VERNON $186 $186.72 CUST. TOTAL..... 186 186.72 52207 BYNUM TRANSPORT 4609 HIGHWAY 92 EAST FL LAKELAND $407 $90- $317.36 CUST. TOTAL..... 407 90- 317.36 83481 C T HARRIS & CO P O BOX 80 GA SANDERSVILLE $1,215 $270- $1,615 $2,560.26 CUST. TOTAL..... 1,215 270- 1,615 2,560.26 55274 C T L DISTRIBUTION INC P O BOX 437 FL MULBERRY $3,861 $130 $208- $3,783.25 88706 C T L DISTRIBUTION INC P O BOX 437 FL MULBERRY $207 $207.36 CUST. TOTAL..... 4,069 130 208- 3,990.61 55271 CALEDONIA LINES INC P O BOX 148 NU CALEDONIA $1,771 $693 $2,465.31 CUST. TOTAL..... 1,771 693 2,465.31 04948 CALGON CORPORATION 18725 EAST SAN JOSE CA CITY OF INDUST $462 $462.00 14403 CALGON CORPORATION P O BOX 5060 MO SAINT LOUIS $240 $240.00 12950 CALGON CORPORATION P O BOX 817 PA PITTSBURGH $616 $616.00 CUST. TOTAL..... 616 702 1,318.00 51008 CALIFORNIA TANK LINES P O BOX 6245 CA STOCKTON $225 $1,360 $1,585.00 CUST. TOTAL..... 225 1,360 1,585.00 38420 CAPE INDUSTRIES HIGHWAY 421 NORTH NC WILMINGTON $160 $160.00 CUST. TOTAL..... 160 160.00 61571 CARBON EXPRESS INC P O BOX 403 NJ WHARTON $12,850 $9,919 $4,257 $3,286 $30,314.57 61572 CARBON EXPRESS INC 382 ROUTE 15 SOUTH NJ WHARTON $487 $213 $718 $1,419.36 CUST. TOTAL..... 13,338 10,132 4,257 4,005 31,733.93 13617 CARDINAL STABILIZERS INC 2010 S BELTLINE BOULEVARD SC COLUMBIA $115 $115.00 CUST. TOTAL..... 115 115.00 50112 CAROLINA CARRIERS INC P O BOX 11127 NC DURHAM $195- $195.00- CUST. TOTAL..... 195- 195.00- 53823 CASH PAYMENTS-MISC DO NOT MAIL PA EXTON $4,453 $4,453.76 CUST. TOTAL..... 4,453 4,453.76 70288 CASHION CO 101 CASE ST SC FOUNTAIN INN $335 $335.00 CUST. TOTAL..... 335 335.00 88989 CATES MILK HAULING INC P O BOX 1097 AL COLUMBIANA $1,125 $800 $115 $2,040.00 CUST. TOTAL..... 1,125 800 115 2,040.00
JOB-RCPMO5 FNR 5/02/93 CO-CODE: 6 AGED ACCOUNTS RECEIVABLE ENDING-DATE 5/01/93 PAGE # 7
0-TO- 31-TO- 61-TO- OVER- TOTAL S.C. CUST# CUSTOMER ADDRESS ST. CITY 30 60 90 90 BAL-DUE 10507 CBSL 4750 S MERRIMAC ST IL CHICAO $201 $65 $233 $499.40 CUST. TOTAL..... 201 65 233 499.40 06083 CECOS INTERNATIONAL INC 27004 SOUTH FROST LA LIVINGSTON $1,965 $1,965.00 CUST. TOTAL..... 1,965 1,965.00 53039 CENTRAL OIL & ASPHALT P O BOX 41 GA DOUGLASVILLE $224- $224.50- CUST. TOTAL..... 224- 224.50- 51092 CENTRAL TRANSPORT 3804 BEILS LANE KY LOUISVILLE $22,498 $97- $120 $22,521.00 13886 CENTRAL TRANSPORT P O BOX 7007 NC HIGH POINT $3,746 $115 $530 $4,391.27 81217 CENTRAL TRANSPORT 215 SAMPSON ROAD NC WILMINGTON $4,849 $200- $745 $5,395.00 66426 CENTRAL TRANSPORT 5330 FRONTAGE ROAD SC GREENVILLE $115 $115.00 CUST. TOTAL..... 31,208 18 200- 1,395 32,422.27 68786 CERTUS INC. 86 WESTBORO ROAD MA N GRAFTON $310 $237 $547.00 CUST. TOTAL..... 310 237 547.00 89534 CETCO, INC P O BOX 8567 MO SUGAR CREEK $92 $92.00 CUST. TOTAL..... 92 92.00 76122 CHALLENGE INTERNATIONAL 5005 MITCHELLDALE ST TX HOUSTON $740 $238 $497 $2,929 $4,405.50 CUST. TOTAL..... 740 238 497 2,929 4,405.50 84992 CHEM SERV 5055 NIKE DR OH COLUMBUS $2,655 $2,655.00 CUST. TOTAL..... 2,655 2,655.00 03490 CHEMCENTRAL CORPORATION P O BOX 47280 GA ATLANTA $76 $76.00 10396 CHEMCENTRAL CORPORATION P O BOX 385 IN NEW HAVEN $643 $643.00 04503 CHEMCENTRAL CORPORATION 1825 APPLETON LANE KY LOUISVILLE $65 $65.00 11990 CHEMCENTRAL CORPORATION 3709 RIVER ROAD NY TONAWANDA $813 $813.24 14921 CHEMCENTRAL CORPORATION 2500 VINSON STREET TX DALLAS $525 $525.00 CUST. TOTAL..... 2,122 2,122.24 50559 CHEMFLEET CHEMICAL 8 MEDALLION CENTER NH MERRIMACK $145 $140 $100- $185.00 27401 CHEMFLEET CHEMICAL 3091 APPLEBY LINE R-1 ON BURLINGTON $3,012 $261 $45 $3,319.58 CUST. TOTAL..... 3,157 401 55- 3,504.58 02944 CHEMICAL ASSOCIATES INC 1270 S CLEVELAND MASSILL OH AKRON $410 $264 $674.67 67099 CHEMICAL ASSOCIATES INC 1270 CLEVE-MASSILLION RD OH COPLEY $189 $189.10 CUST. TOTAL..... 410 453 863.77 00526 CHEMICAL INTERCHANGE 2932 S BENTWOOD MO SAINT LOUIS $772 $13 $785.80 CUST. TOTAL..... 772 13 785.80 72417 CHEMICAL LEAMAN INTERNAT INTERNATIONAL BILLING ON PA EXTON $1,439 $145 $2,075 $3,659.65 CUST. TOTAL..... 1,439 145 2,075 3,659.65 50958 CHEMICAL LEAMAN TANK LIN 21119 S WILMINGTON AVENUE CA LONG BEACH $595 $595.00 77671 CHEMICAL LEAMAN TANK LIN 1301 LOVERIDGE ROAD CA PITTSBURGH $4,400 $4,400.00 01014 CHEMICAL LEAMAN TANK LIN P O BOX 7 GA JONESBORO $495 $495.00 50281 CHEMICAL LEAMAN TANK LIN 17550 FRITZ DRIVE IL LANSING $275 $275.00
JOB-RCPMO5 FNR 5/02/93 CO-CODE: 6 AGED ACCOUNTS RECEIVABLE ENDING-DATE 5/01/93 PAGE # 8
0-TO- 31-TO- 61-TO- OVER- TOTAL S.C. CUST# CUSTOMER ADDRESS ST. CITY 30 60 90 90 BAL-DUE 11398 CHEMICAL LEAMAN TANK LIN P O BOX 575 LA LAKE CHARLES $299 $299.60 82284 CHEMICAL LEAMAN TANK LIN LA SULPHUR $288 $288.90 07599 CHEMICAL LEAMAN TANK LIN 4200 JAMES SAVAGE ROAD MI MIDLAND $275 $275.00 01937 CHEMICAL LEAMAN TANK LIN NJ E RUTHERFORD $462 $462.50 07498 CHEMICAL LEAMAN TANK LIN 575 HAGUE AVENUE OH COLUMBUS $225 $225.00 05071 CHEMICAL LEAMAN TANK LIN APPROVAL REQUIRED IMMEDI PA LIONVILLE $17,905 $17,905.92 65075 CHEMICAL LEAMAN TANK LIN APPROVAL REQUIRED IMMEDI PA LIONVILLE $315- $315.00- 72840 CHEMICAL LEAMAN TANK LIN INTERNATIONAL SERVICE PA LIONVILLE $1,915 $1,915.00 73926 CHEMICAL LEAMAN TANK LIN 1470 S PENNSYLVANIA AVE PA MORRISVILLE $847 $847.45 57791 CHEMICAL LEAMAN TANK LIN TX BAYTOWN $225 $225.00 65857 CHEMICAL LEAMAN TANK LIN 701 S HWY 227 TX CLUTE $275 $275.00 16858 CHEMICAL LEAMAN TANK LIN TX LAREDO $225 $225.00 CUST. TOTAL..... 495 27,899 28,394.37 04194 CHEMICAL SALES COMPANY 4661 MONACO CO DENVER $270 $270.00 00821 CHEMICAL SALES COMPANY 1382 NIAGARA STREET NY BUFFALO $169 $169.56 CUST. TOTAL..... 169 270 439.56 14189 CHEMICAL SOLVENTS INC 1140 INDUSTRY AVENUE VA ROANOKE $380 $380.00 CUST. TOTAL..... 380 380.00 07680 CHEMICAL TRANSFER P O BOX 6063 CA STOCKTON $225 $225.00 CUST. TOTAL..... 225 225.00 08009 CHEMICAL TRANSPORTATION 14700 S AVALON BLVD CA GARDENA $201 $201.40 CUST. TOTAL..... 201 201.40 06641 CHEMICAL WASTE MANAGEMEN P O BOX 55 AL EMELLE $200 $160 $360.00 89988 CHEMICAL WASTE MANAGEMEN 41-85 DOREMUS AVENUE NJ NEWARK $397 $397.50 CUST. TOTAL..... 597 160 757.50 19892 CHEMISPHERE CORPORATION 2102 CLIFTON NO SAINT LOUIS $1,135 $638 $1,773.75 CUST. TOTAL..... 1,135 638 1,773.75 04735 CHEMRON CORPORATION P O BOX 2299 CA PASO ROBLES $450 $450.00 CUST. TOTAL..... 450 450.00 03952 CHEMTECH INDUSTRIES 139 EAST SOPER STREET MO SAINT LOUIS $435 $1,108 $661 $130 $2,335.00 16230 CHEMTECH INDUSTRIES 1655 DES PERES ROAD MO SAINT LOUIS $25 $130 $155.00 CUST. TOTAL..... 460 1,108 661 260 2,490.00 01437 CHEMTOOL INC 8200 RIDGEFIELD ROAD IL CRYSTAL LAKE $230 $230.00 CUST. TOTAL..... 230 230.00 89705 CHOICE TRANSPORTATION 54 BROAD ST NJ RED BANK $3,692 $161 $3,853.50 CUST. TOTAL..... 3,692 161 3,853.50 24191 CIBA GEIGY CORPORATION 205 S JAMES ST DE NEWPORT $360 $221 $487 $1,069.27 CUST. TOTAL..... 360 221 487 1,069.27 77149 CLEAN HARBORS INC 11800 SOUTH STONEY ISLAN IL CHICAGO $707 $525 $134 $1,366.00 68096 CLEAN HARBORS INC 32 BASK RD NY GLENMONT $409 $17 $560 $988.08
JOB-RCPMO5 FNR 5/02/93 CO-CODE: 6 AGED ACCOUNTS RECEIVABLE ENDING-DATE 5/01/93 PAGE # 9
0-TO- 31-TO- 61-TO- OVER- TOTAL S.C. CUST# CUSTOMER ADDRESS ST. CITY 30 60 90 90 BAL-DUE 00022 CLEAN HARBORS INC 2900 BROADWAY OH CLEVELAND $480- $480.00- CUST. TOTAL..... 1,116 525 151 80 1,874.08 73768 CLEAN VENTURE 1160 STATE STREET NJ PERTH AMBOY $167 $167.31 85599 CLEAN VENTURE RD 1 BOX 202B NJ SWEDESBORO $445 $445.20 CUST. TOTAL..... 445 167 612.51 26955 COMMERCIAL TRANSPORT INC P O BOX 469 IL BELLEVILLE $1,290 $238 $1,528.00 CUST. TOTAL..... 1,290 238 1,528.00 73770 COMMERCIAL CARTAGE CO P O BOX 1829 MO SAINT LOUIS $858 $897 $1,755.50 CUST. TOTAL..... 858 897 1,755.50 54375 CONLEY CORP 6891 SENECA STREET NY ELMA $140 $140.00 CUST. TOTAL..... 140 140.00 56721 CONOCO INC 250 AIRPORT ROAD DE NEW CASTLE $1,629 $1,629.22 87543 CONOCO INC P O BOX 267 NC BREVARD $2,160 $8 $2,168.00 79331 CONOCO INC 3321 HWY 421 N NC WILMINGTON $324 $324.00 81657 CONOCO INC P O DRAWER A SC CAMDEN $1,800 $1,800.00 71463 CONOCO INC P O BOX 1216 TX LA PORTE $3,530 $2,430 $5,960.00 85061 CONOCO INC 1706 FOREMAN RD TX ORANGE $2,945 $360 $3,305.00 CUST. TOTAL..... 12,388 2,790 8 15,186.22 75376 CONTAINER CARE MAYO SHELL DRIVE TX GALENA PARK $160 $160.00 CUST. TOTAL..... 160 160.00 59101 CONTAINER CARE INTERNATI 500 MAYO SHELL ROAD TX GALENA PARK $2,790 $2,280 $200 $150 $5,420.00 CUST. TOTAL..... 2,790 2,280 200 150 5,420.00 01583 CONTINENTAL INDUSTRIAL C 5010 HOVIS ROAD NC CHARLOTTE $56 $56.50 CUST. TOTAL..... 56 56.50 56266 CONTINENTAL TRANS EXPRESS P O BOX 228 LA GEISMAR $2,773- $2,773.00- CUST. TOTAL..... 2,773- 2,773.00- 81127 CRAWFORD TRANSPORT INC P O BOX 1163 ON GUELPH $957 $957.00 CUST. TOTAL..... 957 957.00 71595 CRODA INC 3901 W ROHR AVE WI MILWAUKEE $833 $833.00 CUST. TOTAL..... 833 833.00 75240 CROMARTIE TRANSPORT P O BOX 123 NC WILMINGTON $1,264 $1,316 $2,580.19 CUST. TOTAL..... 1,264 1,316 2,580.19 11449 CROWLEY MARITIME CORP P O BOX 6466 LA LAKE CHARLES $680 $680.00 11556 CROWLEY MARITIME CORP 1820 CHAPEL AVE., SUITE NJ CHERRY HILL $218- $218.13- CUST. TOTAL..... 680 218- 461.87 05710 CUSTOM INTERCHEM INC. 4736 ALLUM ROAD TX HOUSTON $200 $525 $725.00 CUST. TOTAL..... 200 525 725.00
JOB-RCPMO5 FNR 5/02/93 CO-CODE: 6 AGED ACCOUNTS RECEIVABLE ENDING-DATE 5/01/93 PAGE # 10
0-TO- 31-TO- 61-TO- OVER- TOTAL S.C. CUST# CUSTOMER ADDRESS ST. CITY 30 60 90 90 BAL-DUE 85557 CUSTOMIZED TRANSPORTATION 9485 REGENCY SQUARE BLVD FL JACKSONVILLE $110 $110.00 CUST. TOTAL..... 110 12778 D J KING INC P O BOX 390 CT BRANFORD $.00 CUST. TOTAL..... .00 56424 D S I TRANSPORT 305 REGIONAL ROAD NORTH NC GREENSBORO $1,325 $1,325.00 69997 D S I TRANSPORT 6700 ESSINGTON AVE PA PHILADELPHIA $90- $90.10- 69096 D S I TRANSPORT 150 OLD SPARTANBURG HWY SC WELLFORD $5,384 $1,703 $7,087.25 01741 D S I TRANSPORT P O BOX 674421 TX HOUSTON $290 $64 $354.70 51366 D S I TRANSPORT P O BOX 12031 VA ROANOKE $35- $35.00- CUST. TOTAL 5,674 $3,028 60- 8,641.85 83242 DAHER AMERICA INC 120 STANDIFER DRIVE TX HOUSTON $1,100 $1,100.00 CUST. TOTAL..... 1,100 1,100.00 50107 DAHLEN TRANSPORT 640 131ST PLACE IN HAMMOND $227 $176 $746 $22 $1,172.71 50399 DAHLEN TRANSPORT 1680 4TH AVENUE MN NEWPORT $317 $7- $310.07 69846 DAHLEN TRANSPORT 174 OAKS ROAD TX HOUSTON $1,277 $709 $254 $14- $2,226.50 82826 DAHLEN TRANSPORT 174 OAKS ROAD TX HOUSTON $231 $231.12 CUST. TOTAL..... 1,505 1,202 1,001 231 3,940.40 76308 DANA TANKLINE PLANT ROAD WV NITRO $119 $71 $15- $175.57 CUST. TOTAL..... 119 71 15- 175.57 53058 DANA TRANSPORT 5723 KENNEDY AVENUE IN HAMMOND $465 $465.00 21193 DANA TRANSPORT P O BOX 370 NJ AVENEL $1,374 $1,374.03 CUST. TOTAL..... 1,839 1,839.03 02754 DELARIA TRANSPORT 327 8TH AVENUE N W MN NEW BRIGHTON $1,976 $136 $2,113.10 CUST. TOTAL..... 1,976 136 2,113.10 62132 DELGOEBEL P O BOX 476 MN MANKATO $61 $61.29 CUST. TOTAL..... 61 61.29 89962 DEMARTINI OIL EQUIPMENT P O BOX 9 NY GLENMONT $30 $30.15 CUST. TOTAL..... 30 30.15 53205 DETREX CHEMICAL IND 835 INDUSTRIAL HIGWAY NJ CINNAMINSON $196 $196.10 CUST. TOTAL..... 196 196.10 76874 DIAMOND TANK RT 1 BOX 175F OH MARIETTA $36 $36.10 CUST. TOTAL..... 36 36.42 68258 DISPOSAL SYSTEMS INC P O BOX 1914 TX DEER PARK $241 $241.00 CUST. TOTAL..... 241 241.00 06287 DOVER CHEMICAL COMPANY 15TH & DAVIS STREETS OH DOVER $530 $530.00 CUST. TOTAL..... 530 530.00 02494 DOW CHEMICAL COMPANY TRAFFIC 922 BLDG MI MIDLAND $7,408 $7,408.00 00972 DOW CHEMICAL COMPANY INTERPLANT FREIGHT PAYAB TX FREEPORT $1,530 $1,530.00
JOB-RCPMO5 FNR 5/02/93 CO-CODE: 6 AGED ACCOUNTS RECEIVABLE ENDING-DATE 5/01/93 PAGE # 11
0-TO- 31-TO- 61-TO- OVER- TOTAL S.C. CUST# CUSTOMER ADDRESS ST. CITY 30 60 90 90 BAL-DUE 24470 DOW CHEMICAL COMPANY INBOUND ACCOUNTS PAYABLE TX FREEPORT $335 $335.00 CUST. TOTAL..... 8,938 335 9,273.00 24110 DOW CORNING CORPORATION P O BOX 0998 MI MIDLAND $750 $750.00 23740 DOW CORNING CORPORATION 2918 PATERSON ST BLDG 3 NC GREENSBORO $840 $840.00 CUST. TOTAL..... 750 840 1,590.00 12054 DREW CHEMICAL COMPANY ONE DREW CHEMICAL PLAZA NJ BOONTON $4,112 $4,112.80 CUST. TOTAL..... 4,112 4,112.80 89650 DUPONT OF CANADA LTD P O BOX 2020 STREETSVILL ON MISSISSAUGA $121 $121.90 CUST. TOTAL..... 121 121.90 00908 DUPREE TRANSPORT P O BOX 708 LA OPELOUSAS $170 $170.00 CUST. TOTAL..... 170 170.00 74971 E C MORRIS CORP 201 DUADRAL DRIVE OH WADSWORTH $140 $140.00 CUST. TOTAL..... 140 140.00 75850 E I DUPONT BOD BUILDING RM 1600 DE WILMINGTON $659- $200 $460 $1,376 $1,376.81 85378 E I DUPONT 1007 MARKET STREET DE WILMINGTON $357 $768 $955 $2,081.61 85547 E I DUPONT BRANDYWINE BUILDING B-16 DE WILMINGTON $805 $805.60 89975 E I DUPONT CONCORD PLAZA/QUILLEN B DE WILMINGTON $2,760 $2,020 $4,780.00 24960 E I DUPONT P O BOX 1378 KY LOUISVILLE $811 $811.25 28965 E I DUPONT P O BOX 2042 NC CAPE FEAR $130 $440 $570.00 29015 E I DUPONT P O BOX 800 NC KINSTON $145 $280 $425.00 65042 E I DUPONT P O BOX 2042 NC WILMINGTON $3,030 $3,030.00 25080 E I DUPONT NORTH REPAUNO AVE NJ GIBBSTOWN $1,413 $332- $1,080.64 87053 E I DUPONT P O BOX 631 TN OLD HICKORY $3,986 $26 $4,013.16 51276 E I DUPONT OLD BLOOMINGTON RD TX VICTORIA $160 $160.00 08944 E I DUPONT P O BOX 4000 VA FRONT ROYAL $1,790 $38 $1,828.40 25917 E I DUPONT 901 WEST DUPONT AVENUE WV BELLE $40 $40.00 83574 E I DUPONT 901 W DUPONT AVE WV BELLE $265 $265.00 CUST. TOTAL..... 7,380 6,829 4,073 2,984 21,267.47 07113 E J MEYERS COMPANY INC P O BOX 200 IL SUMMIT $20 $300 $760 $1,080.00 76375 E J MEYERS COMPANY INC 2201 6TH AVENUE WV CHARLESTON $204 $204.39 53649 E J MEYERS COMPANY INC WV SAINT ALBANS $227- $227.90- CUST. TOTAL..... 20 300 736 1,056.49 85991 EAGLE TRANSPORT P O BOX 19844 NC GREENSBORO $250 $250.00 CUST. TOTAL..... 250 250.00 71924 EAST FALLS CORPORATION P O BOX 1032 PA FRAZER $227 $227.90 CUST. TOTAL..... 227 227.90 80965 EASTERN ELECTRIC 9069 RIVER ROAD NJ PENNSAUKEN $77 $77.04 CUST. TOTAL..... 77 77.04 02233 ECOFF TRUCKING P O BOX 1815 FL AUBURNDALE $317 $317.50 77047 ECOFF TRUCKING 2316 W 167TH STREET IL MARKHAM $198 $95 $293.00 09826 ECOFF TRUCKING 6169 WEST 300 NORTH IN GREENFIELD $948 $482 $1,430.00 CUST. TOTAL..... 198 948 894 2,040.50
JOB-RCPMO5 FNR 5/02/93 CO-CODE: 6 AGED ACCOUNTS RECEIVABLE ENDING-DATE 5/01/93 PAGE # 12
0-TO- 31-TO- 61-TO- OVER- TOTAL S.C. CUST# CUSTOMER ADDRESS ST. CITY 30 60 90 90 BAL-DUE 83717 ECOTRON TRANSPORTATION I 6981 PROMWAY N W OH N CANTON $245 $245.00 CUST. TOTAL..... 245 245.00 07244 EDWAR I MEYERS P O BOX D IL SUMMIT $470 $470.00 CUST. TOTAL..... 470 470.00 26312 ELF ATOCHEM THREE PARKWAY PA PHILADELPHIA $820 $2,440 $3,702 $6,962.50 74672 ELF ATOCHEM THREE PARKWAY PA PHILADELPHIA $78 $78.00 78878 ELF ATOCHEM THREE PARKWAY PA PHILADELPHIA $180 $180.00 00155 ELF ATOCHEM 2231 HADEN ROAD TX HOUSTON $320 $320.00 CUST. TOTAL..... 320 820 2,440 3,960 7,540.50 87383 ENSI 194 AVE L NJ NEWARK $169 $169.60 CUST. TOTAL..... 169 169.60 02234 ENTERPRISE TRANSPORTATION P O BOX 336 LA BREAUX BRIDGE $123- $123.05- 28737 ENTERPRISE TRANSPORTATION P O BOX 648 LA PORT ALLEN $1,570 $1,570.40 52740 ENTERPRISE TRANSPORTATION P O BOX 509 TX BAYTOWN $137 $314 $452.40 05205 ENTERPRISE TRANSPORTATION P O BOX 20176 TX BEAUMONT $813 $813.80 06089 ENTERPRISE TRANSPORTATION P O BOX M TX FREEPORT $320 $320.00 05426 ENTERPRISE TRANSPORTATION P O BOX 4324 TX HOUSTON $1,576 $197 $1,773.80 00239 ENTERPRISE TRANSPORTATION P O DRAWER M TX TEXAS CITY $458 $243 $701.40 CUST. TOTAL..... 4,876 314 317 5,508.75 75943 ENTRANCO INC 6171 WEST 300 NORTH IN GREENFIELD $870 $870.50 CUST. TOTAL..... 870 870.50 07330 ENVIRONMENTAL OIL P O BOX 315 NY SYRACUSE $183 $183.81 CUST. TOTAL..... 183 183.81 84688 ENVIRONMENTAL PRODUCTS & PORT OF ALBANY NY ALBANY $172 $495 $667.84 CUST. TOTAL..... 172 495 667.84 79087 ENVIRONMENTAL TRANSPORTS P O BOX 1127 LA MARRERO $235 $235.00 CUST. TOTAL..... 235 235.00 05677 ERICKSON TRANSPORT 2255 NORTH PACKER MO SPRINGFIELD $6,253 $1,930 $158- $8,025.98 19426 ERICKSON TRANSPORT P O BOX 10068 GS MO SPRINGFIELD $5,453 $2,769 $1,716 $9,938.35 CUST. TOTAL..... 11,706 4,699 158- 1,716 17,964.33 75505 ESCO TRANSPORTATION 3925 OLD GALRIESTON TX HOUSTON $160 $160 $160 $2,593 $3,073.00 CUST. TOTAL..... 160 160 160 2,593 3,073.00 01041 EUROTAINER 580 HOWARD AVE NJ SOMERSET $660 $660.00 CUST. TOTAL..... 660 660.00 81394 EXPRESS TANK 2301 S CLINE IN SCHERERVILLE $1,027 $909 $362 $1,422 $3,720.00 CUST. TOTAL..... 1,027 909 362 1,422 3,720.00 10386 EXXON CHEMICAL AMERICAS 63 SELBY ROAD ON BRAMPTON $227 $227.37 CUST. TOTAL..... 227 227.37
JOB-RCPMO5 FNR 5/02/93 CO-CODE: 6 AGED ACCOUNTS RECEIVABLE ENDING-DATE 5/01/93 PAGE # 13
0-TO- 31-TO- 61-TO- OVER- TOTAL S.C. CUST# CUSTOMER ADDRESS ST. CITY 30 60 90 90 BAL-DUE 79984 EXXON CHEMICAL COMPANY 3825 PLAZA TOWER DRIVE LA BATON ROUGE $1,370 $1,370.00 CUST. TOTAL..... 1,370 1,370.00 05676 EXXON COMPANY U S A 250 E 22ND STREET NJ BAYONNE $287 $287.30 CUST. TOTAL..... 287 287.30 OVER-365-DAYS... 9,516 *** A TO E *** 214,732 78,406 22,102 91,387 406,629.90 05210 F M C CORPORATION 440 N 9TH STREET KS LAWRENCE $200 $200.00 CUST. TOTAL..... 200 200.00 60049 FANCHEM LTD 1141 SERVICE ROAD WEST ON OAKVILLE $88 $88.56 CUST. TOTAL..... 88 88.56 32035 FERRO CORPORATION 7050 KRICK ROAD OH BEDFORD $479 $479.65 CUST. TOTAL..... 479 479.65 06477 FLEET TRANSPORT 2200 MICHIGAN AVE AL MOBILE $8 $2,335 $2,343.83 70352 FLEET TRANSPORT P O BOX 031605 AL TUSCALOOSA $2,286 $2,286.85 28410 FLEET TRANSPORT 1830 E 21ST STREET E FL JACKSONVILLE $6 $498 $505.23 69059 FLEET TRANSPORT 2046 SHERMAN AVE FL PANAMA CITY $1,123 $1,123.42 73636 FLEET TRANSPORT P O BOX 1100 GA ALBANY $98 $98.80 00851 FLEET TRANSPORT P O BOX 13429 GA ATLANTA $1,115 $1,115.53 01745 FLEET TRANSPORT P O BOX 5538 GA AUGUSTA $444 $444.41 55731 FLEET TRANSPORT 1201 CEDAR STREET GA BRUNSWICK $349 $349.79 68708 FLEET TRANSPORT 6639 MACON RD GA COLUMBUS $2,553 $2,553.70 04099 FLEET TRANSPORT P O BOX 902 GA SAVANNAH $183 $183.28 80304 FLEET TRANSPORT 12000 S DOTY AVE IL CHICAGO $180 $180.83 76000 FLEET TRANSPORT 3147 W CHAIN-A ROCK RD IL GRANITE CITY $863 $863.50 81728 FLEET TRANSPORT 3710 HIGHWAY 111 IL PONTOON BEACH $309 $309.77 02810 FLEET TRANSPORT P O BOX 675 KY CATLETTSBURG $6,577 $6,577.42 68173 FLEET TRANSPORT 17135 RONALD DRIVE LA PRAIRIEVILLE $17,185 $17,185.79 80107 FLEET TRANSPORT 6852 GREENWOOD ROAD LA SHREVEPORT $448 $448.00 02809 FLEET TRANSPORT 809 EAST SOUTH STREET MD FREDERICK $2,749 $2,749.05 77511 FLEET TRANSPORT P O BOX 60537 NC CHARLOTTE $151 $858 $1,009.58 81434 FLEET TRANSPORT P O BOX 19775 NC GREENSBORO $2,215 $3,540 $5,756.26 50551 FLEET TRANSPORT P O BOX 748 NC LEXINGTON $989 $989.29 26326 FLEET TRANSPORT P O DRAWER 79 NC PAW CREEK $4,721 $4,721.52 75941 FLEET TRANSPORT P O BOX 2597 NC WILMINGTON $522 $1,529 $2,052.30 68594 FLEET TRANSPORT P O BOX 4001 SUITE 317 NJ MATAWAN $243 $243.75 57533 FLEET TRANSPORT ROUTE 1 BOX 371A OH BELPRE $93 $93.28 00529 FLEET TRANSPORT P O BOX L PA PARKER $2,091 $2,091.08 50114 FLEET TRANSPORT 1823 HARMON STREET SC CHARLESTON $1,496 $1,496.29 67039 FLEET TRANSPORT P O BOX 871 SC GREER $122 $122.50 10024 FLEET TRANSPORT PELICAN DRIVE TN CHATTANOOGA $2,187 $2,187.88 71342 FLEET TRANSPORT 1450 CHANNEL AVE TN MEMPHIS $2,131 $2,131.00 23562 FLEET TRANSPORT P O BOX 90885 TN NASHVILLE $943 $943.52 51367 FLEET TRANSPORT 17700 BEAUMONT HIGHWAY TX HOUSTON $2,356 $2,356.45 01744 FLEET TRANSPORT 515 DINWIDDIE AVENUE VA RICHMOND $1,088 $1,088.28 CUST. TOTAL..... 2,889 8 6 63,698 66,602.18 89926 FLEXIBLE FLYER 2010 S BELTLINE SC COLUMBIA $320 $320.00 CUST. TOTAL..... 320 320.00
JOB-RCPMO5 FNR 5/02/93 CO-CODE: 6 AGED ACCOUNTS RECEIVABLE ENDING-DATE 5/01/93 PAGE # 14
0-TO- 31-TO- 61-TO- OVER- TOTAL S.C. CUST# CUSTOMER ADDRESS ST. CITY 30 60 90 90 BAL-DUE 09701 FLORIDA ROCK & TANK LINE P O BOX 4667 FL JACKSONVILLE $737 $737.54 57047 FLORIDA ROCK & TANK LINE 5827 N DAVIS HIGHWAY FL PENSACOLA $450 $450.00 09597 FLORIDA ROCK & TANK LINE 1814 CARMICHAEL RD GA AUGUSTA $445 $445.20 80320 FLORIDA ROCK & TANK LINE P O BOX 7738 GA SAVANNAH $643 $643.60 CUST. TOTAL..... 1,826 450 2,276.34 09075 FOODLINER INCORPORATED P O BOX 578 WI SHULLSBURG $725 $725.00 CUST. TOTAL..... 725 725.00 67419 FORT TRANSFER P O BOX 457 IL MORTON $1,378 $435 $1,813.50 CUST. TOTAL..... 1,378 435 1,813.50 59571 FREEHOLD CARTAGE INCORPO P O BOX 5010 NJ FREEHOLD $576 $576.72 CUST. TOTAL..... 576 576.72 51235 FREEPORT TRANSPORT 1200 BUTLER ROAD PA FREEPORT $180- $180.20- CUST. TOTAL..... 180- 180.20- 02811 FRIENDSHIP TRANSPORT 4508 B WEST MARKET STREET NC GREENSBORO $67 $67.50 CUST. TOTAL..... 67 67.50 03082 FRONTIER TANK CENTER 3800 CONGRESS PKY OH RICHFIELD $225- $165 $60.00- CUST. TOTAL..... 225- 165 60.00- 77273 FRONTIER TRAILER SALES P O BOX 460 OH RICHFIELD $385 $385.00 CUST. TOTAL..... 385 385.00 84701 FRUEHAUF CORPORATION 3944 DUNCAN MD SAINT LOUIS $188 $235 $247 $357 $1,027.75 55732 FRUEHAUF CORPORATION 2800 WEST 7TH WV N CHARLESTON $201 $201.03 CUST. TOTAL 188 235 247 558 1,228.78 08071 G A F CORPORATION KREMLIN ROAD WI PEMBINE $62 $62.50 CUST. TOTAL..... 62 62.50 04170 G S ROBINS & COMPANY 125 CHOUTEAU AVENUE MD SAINT LOUIS $555 $220 $775.00 CUST. TOTAL..... 555 220 775.00 10051 GANNON G M COMPANY INC 3134 POST ROAD RI WARWICK $318 $318.00 CUST. TOTAL..... 318 318.00 52568 GAST FUEL & SERVICES INC P O BOX 902 IN WARSAW $175 $175.00 CUST. TOTAL..... 175 175.00 50033 GATEWAY TERMINAL FOOT OF LAFAYETTE STREET NJ CARTERET $43 $43.87 CUST. TOTAL..... 43 43.87 89990 GENERAL CAR & TRUCK LIN 1689 DAVE CYLE BLVD SC ROCK HILL $300 $300.00 89299 GENERAL CAR & TRUCK LEAS 450 W 76TH ST IA DAVENPORT $315 $315.00 CUST. TOTAL..... 615 615.00 32710 GENERAL CHEMICAL CORP 6300 PHILADELPHIA PIKE DE CLAYMONT $259 $259.70 CUST. TOTAL..... 259 259.70
JOB-RCPMO5 FNR 5/02/93 CO-CODE: 6 AGED ACCOUNTS RECEIVABLE ENDING-DATE 5/01/93 PAGE #15
0-TO- 31-TO- 61-TO- OVER- TOTAL S.C. CUST# CUSTOMER ADDRESS ST. CITY 30 60 90 90 BAL-DUE 24573 GENERAL DYNAMICS CORP P O BOX 949 CT GROTON $200 $200.00 CUST. TOTAL..... 200 200.00 33220 GENERAL ELECTRIC COMPANY P O BOX 2369 MA PITTSFIELD $52 $52.00 81276 GENERAL ELECTRIC COMPANY P O BOX 2719 MA PITTSFIELD $350- $208 $2,981- $3,123.00- 89461 GENERAL ELECTRIC COMPANY SILICONE PROD DEPT BLDG NY WATERFORD $5,221 $6,864 $4,349 $16,435.00 CUST. TOTAL..... 4,871 6,864 4,609 2,981- 13,364.00 33320 GENERAL ELECTRIC PLASTIC ONE NORYL AVENUE NY SELKIRK $149 $149.00 CUST. TOTAL..... 149 149.00 82673 GENOVA INC P O BOX 386 NJ WILLIAMSTOWN $1,918 $1,918.51 CUST. TOTAL..... 1,918 1,918.51 34140 GEORGIA PACIFIC CORP BOX 368/CHEMICAL DIV NC CONWAY $144 $144.72 CUST. TOTAL..... 144 144.72 07499 GLESS BROTHERS P O BOX 219 IA BLUE GRASS $1,173 $1,173.86 CUST. TOTAL..... 1,173 1,173.86 89816 GLOBAL SPILL MANAGEMENT P O BOX 1200 PA VALLEY FORGE $238 $238.50 CUST. TOTAL..... 238 238.50 41000 GOLD BLDG PRODUCTS INDUSTRIAL DRIVE NH MANCHESTER $128 $128.26 CUST. TOTAL..... 128 128.26 19319 GORSKI BULK TRANSPORT 5400 WALKER ROAD ON OLDCASTLE $450 $225 $290 $965.92 CUST. TOTAL..... 450 225 290 965.92 60911 GRACE LOGISTICS SERVICES P O BOX 24999 SC GREENVILLE $6,956 $1,162 $8,118.36 CUST. TOTAL..... 6,956 1,162 8,118.36 00571 GREAT AMERICAN FOOD SALE NJ SOMERSET $356 $604 $90 $1,050.00 CUST. TOTAL..... 356 604 90 1,050.00 89834 GREAT DANE TRAILERS INC 5231 WEST BEAVER STREET FL JACKSONVILLE $250 $250.00 CUST. TOTAL..... 250 250.00 35610 GREAT LAKES CHEMICAL CO P O BOX 1878 AR EL DORADO $305 $145 $450.00 CUST. TOTAL..... 305 145 450.00 80559 GREAT LAKES ENVIRONMENTAL 22077 MOUND ROAD MI WARREN $88 $88.56 CUST. TOTAL..... 88 88.56 52508 GREAT LAKES TERM TRANS P O BOX 361 IL ARGO $115- $115.00- CUST. TOTAL..... 115- 115.00- 52741 GRIFF JONES TRANSPORT 177 OLD CHURCHMANS ROAD DE NEW CASTLE $492 $2,736 $3,229.78 55723 GRIFF JONES TRANSPORT 180 FOREST HILLS DR SC SPARTANBURG $3,541 $3,177 $3,159 $2,762 $12,639.00 CUST. TOTAL..... 3,541 3,177 3,651 5,498 15,868.78 82568 GRIFFITH OIL COMPANY 475 SOLAR STREET NY SYRACUSE $48 $48.15 CUST. TOTAL..... 48 48.15
JOB-RCPMO5 FNR 5/02/93 CO-CODE: 6 AGED ACCOUNTS RECEIVABLE ENDING-DATE 5/01/93 PAGE # 16
0-TO- 31-TO- 61-TO- OVER- TOTAL S.C. CUST# CUSTOMER ADDRESS ST. CITY 30 60 90 90 BAL-DUE 28411 GROENDYKE TANK LINES P O BOX 888 TX BROWNSVILLE $5,975 $7,753 $160 $13,888.60 04040 GROENDYKE TANK LINES P O BOX 7329 TX LONGVIEW $227 $227.00 CUST. TOTAL..... 6,202 7,753 160 14,115.60 89647 GRUMMAN ALLIED-LLV DIV RD 1 BOX 441 PA MONTGOMERY $20,850 $20,850.20 CUST. TOTAL..... 20,850 20,850.20 74521 GUARDSMAN PRODUCTS INC 145 DIVIDEND ROAD CT ROCKY HILL $550 $550.00 CUST. TOTAL..... 550 550.00 52149 H B FULLER COMPANY 12110 HARLAND DR GA COVINGTON $480 $21 $501.20 CUST. TOTAL..... 480 21 501.20 86736 H C I GEORGIA INC 11 PIEDMONT CENTER GA ATLANTA $331 $331.00 CUST. TOTAL..... 331 331.00 82002 H G ANDERSON TRUCK CORP P O BOX 742 NY RENSSELAER $568 $304 $244 $264 $1,380.90 CUST. TOTAL..... 568 304 244 264 1,380.90 36420 HALL CHEMICAL COMPANY GUNTERSVILLE HIGHWAY AL ARAB $600 $600.00 CUST. TOTAL..... 600 600.00 72251 HAMPSHIRE CHEMICAL 400 GEORGIA AVE TX DEER PARK $872 $872.44 CUST. TOTAL..... 872 872.44 17073 HAMPSHIRE CHEMICAL CORP 739 BATTLEGROUND ROAD TX DEER PARK $168 $168.00 CUST. TOTAL..... 168 168.00 10578 HAPAG-LLOYD CONTAINER LI P O BOX 8879 GA SAVANNAH $200 $200.00 CUST. TOTAL..... 200 200.00 61031 HARMAC TRANSPORTATION 2695 14TH AVENUE ON MARKHAM $234 $234.36 CUST. TOTAL..... 234 234.36 04550 HAWK TRANSPORTATION SERV P O BOX 4967 NH MANCHESTER $859 $280 $137- $1,002.91 CUST. TOTAL..... 859 280 137- 1,002.91 89191 HCI CHEMTECH DISTRIBUTION 139 E SOPER STREET MO ST LOUIS $140 $130 $168 $180 $618.75 CUST. TOTAL..... 140 130 168 180 618.75 83010 HEIL COMPANY P O BOX 3386 TN KNOXVILLE $250 $250.00 CUST. TOTAL..... 250 250.00 76997 HEIL TANK SERVICE 3808 BELLS LANE KY LOUISVILLE $65 $65.00 CUST. TOTAL..... 65 65.00 83066 HEIL TRADING COMPANY 3808 BELLS LANE KY LOUISVILLE $310 $310.00 CUST. TOTAL..... 310 310.00 64033 HENKEL CORP P O BOX 7044 NC CHARLOTTE $630 $630.00 58024 HENKEL CORP P O BOX 818019 OH CLEVELAND $164 $164.00 50176 HENKEL CORP 300 BROOKSIDE AVENUE PA AMBLER $270- $270.40- CUST. TOTAL.... 794 270- 523.60
JOB-RCPMO5 FNR 5/02/93 CO-CODE: 6 AGED ACCOUNTS RECEIVABLE ENDING-DATE 5/01/93 PAGE # 17
0-TO- 31-TO- 61-TO- OVER- TOTAL S.C. CUST# CUSTOMER ADDRESS ST. CITY 30 60 90 90 BAL-DUE 04725 HENKEL CORPORATION 25817 CLAWITER ROAD CA HAYWARD $2,093 $2,093.00- CUST. TOTAL..... 2,093 2,093.00 88285 HENKEL TEXTILE CHEMICAL 11709 FRUHAUF DRIVE NC CHARLOTTE $125 $125.99 CUST. TOTAL..... 125 125.99 16884 HERCULES INCORPORATED P O BOX 1027 MI KALAMAZOO $7,744 $590 $630 $630- $8,334.74 60030 HERCULES INCORPORATED 411 HERCULES DRIVE MI PARCHMENT $1,190 $1,190.00 CUST. TOTAL..... 8,934 590 630 630- 9,524.74 77189 HERMAN BROTHERS INC 2585 ST MARYS AVE NE OMAHA $210 $210.00 78504 HERMAN BROTHERS INC P O BOX 1460 OK PRYOR $384 $384.00 CUST. TOTAL..... 594 594.00 08432 HEVI DUTY ELECTRIC CO P O BOX 268 NC GOLDSBORO $140- $140.00- CUST. TOTAL..... 140- 140.00 38920 HIGH POINT CHEMICAL CORP 255 BEDDINGTON STREET NC HIGH POINT $814 $814.00 CUST. TOTAL..... 814 814.00 75111 HIGHWAY PIPELINE SENS ROAD TX LA PORTE $215 $215.00 CUST. TOTAL..... 215 215.00 64409 HIGHWAY TRANSPORT INC LA HAHNVILLE $1,337- $1,337.50- 85679 HIGHWAY TRANSPORT INC ROUTE 130 NJ PEDRICKTOWN $649 $649.49 18008 HIGHWAY TRANSPORT INC C/O QUALLAWASH SERVICES PA EXTON $23,132 $252 $23,384.36 87087 HIGHWAY TRANSPORT INC 1917 POLYMER DRIVE TN CHATTANOOGA $129 $129.30 87891 HIGHWAY TRANSPORT INC P O BOX 50068 TN KNOXVILLE $169 $169.75 CUST. TOTAL..... 23,132 136- 22,995.40 14790 HOECHST CELANESE CORP 2850 CHERRY ROAD SC ROCK HILL $115 $115.00 CUST. TOTAL..... 115 115.00 73164 HOFFMEIR P O BOX 3667 OK TULSA $200- $200.00- CUST. TOTAL..... 200 200.00- 09739 HOLLY TRANSPORTATION 3155 ALBRECHT AVENUE OH AKRON $5,130 $5 190- $4,945.00 CUST. TOTAL..... 5,130 5 190- 4,945.00 01724 HOLTRA CHEMICAL INC 159 BODEN LANE MA NATICK $130 $130.00 CUST. TOTAL..... 130 130.00 84826 HOOVER GROUP INC 2001 WESTSIDE PKWY GA ALPHARETTA $6,000 $6,000.00 CUST. TOTAL..... 6,000 6,000.00 90118 HORNER EQUIPMENT COMPANY 400 NORTH 14TH STREET MI SAGINAW $135 $135.00 CUST. TOTAL..... 135 135.00 82253 HOT Z TRANSPORT COMPANY 4309 OLD CAVE SPRING ROA VA ROANOKE $190 $190.80 CUST. TOTAL..... 190 190.80 83109 HOUSTON TANK TRAILER INC 223 EAST REPUBLIC AVE TX BAYTOWN $1,322 $1,840 $1,830 $200- $4,792.50 CUST. TOTAL.... 1,322 1,840 1,830 200- 4,792.50
JOB-RCPMO5 FNR 5/02/93 CO-CODE: 6 AGED ACCOUNTS RECEIVABLE ENDING-DATE 5/01/93 PAGE #18
0-TO- 31-TO- 61-TO- OVER- TOTAL S.C. CUST# CUSTOMER ADDRESS ST. CITY 30 60 90 90 BAL-DUE 81778 HOWELL CHEMICAL CO 1201 SOUTH SHELDON ROAD TX CHANNELVIEW $328 $155 $483.00 CUST. TOTAL..... 328 155 483.00 74413 HOWELL HYDROCARBONS P O BOX 429 TX CHANNELVIEW $215 $215.00 CUST. TOTAL..... 215 215.00 17750 HOYER USA INCORPORATED 136 CENTRAL AVENUE NJ CLARK $273 $364 $637.86 78703 HOYER USA INCORPORATED 2 NORTH POINT RD TX HOUSTON $1,543 $1,543.10 CUST. TOTAL..... 273 1,907 2,180.96 83866 HURRICANE TANK WASH 11000 BEAUMONT HWY TX HOUSTON $1,300 $1,300.00 CUST. TOTAL..... 1,300 1,300.00 60147 ICI AMERICAS INC MANTUA GROVE RD NJ W DEPTFORD $7,807 $3,387 $11,195.72 CUST. TOTAL..... 7,807 3,387 11,195.72 78186 IDAHO MILK TRANSPORTING P O BOX 795 ID BURLEY $405 $195 $600.00 CUST. TOTAL..... 405 195 600.00 40255 IFF 600 STATE HIGHWAY 36 NJ HAZLET $269- $269.64- CUST. TOTAL..... 269- 269.64- 05446 IMPERIAL WEST CHEMICAL C 1701 WILBUR AVENUE CA ANTIOCH $625 $625.00 CUST. TOTAL..... 625 625.00 07245 INDIAN RIVER TRANSPORT P O BOX 2119 FL WINTER HAVEN $1,177 $1,177.00 CUST. TOTAL..... 1,177 1,177.00 52295 INFINGER TRANSPORTATION P O BOX 70698 SC CHARLESTON $2,447 $1,162 $95 $3,704.50 CUST. TOTAL..... 2,447 1,162 95 3,704.50 87464 INK COMPANY MARPAX INC DBA SC SPARTANBURG $830 $720 $1,550.00 CUST. TOTAL..... 830 720 1,550.00 33920 INLAND ROME INC 238 MAYS BRIDGE ROAD GA ROME $143 $143.00 CUST. TOTAL..... 143 143.00 74110 INTERFLOW USA 363 N SAM HOUSTON PKWY E TX HOUSTON $1,201 $1,180 $2,381.65 CUST. TOTAL..... 1,201 1,180 2,381.65 64466 INTERNATIONAL CONTAINER 66 YORK STREET NJ JERSEY CITY $487 $1,027 $1,616 $1,975 $5,106.45 CUST. TOTAL..... 487 1,027 1,616 1,975 5,106.45 04579 INTERPLASTICS CORPORATION P O BOX 1108 OK PRYOR $191 $120 $311.00 CUST. TOTAL..... 191 120 311.00 58104 INTERPOLYMER CORP 7501 DISTRIBUTION DRIVE KY LOUISVILLE $130 $52 $182.53 CUST. TOTAL..... 130 52 182.53 74498 INTERSTATE CHEMICAL CO 2797 FREEDLAND ROAD PA HERMITAGE $940 $940.80 CUST. TOTAL..... 940 940.80
JOB-RCPMO5 FNR 5/02/93 CO-CODE: 6 AGED ACCOUNTS RECEIVABLE ENDING-DATE 5/01/93 PAGE #19
0-TO- 31-TO- 61-TO- OVER- TOTAL S.C. CUST# CUSTOMER ADDRESS ST. CITY 30 60 90 90 BAL-DUE 55429 IREDELL MILK TRANSPORTAT P O BOX 1318 NC MOORESVILLE $130 $130.00 CUST. TOTAL..... 130 130.00 81204 IRON HORSE EQUIP CORP P O DRAWER R CA ADELANTO $70 $70.00 CUST. TOTAL..... 70 70.00 00562 IVAX INDUSTRIES P O BOX 10027 SC ROCK HILL $1,080 $445 $1,525.00 CUST. TOTAL..... 1,080 445 1,525.00 73566 J & M 1215 A BANKHEAD HWY AL BIRMINGHAM 93- $93.00- CUST. TOTAL..... 93- 93.00- 81698 J & M TANK LINES RT 1 BOX 5 GA AMERICUS $1,327 $1,327.00 CUST. TOTAL..... 1,327 1,327.00 54622 J P HUNT P O BOX 130 AR LOWELL $140 $140.00 CUST. TOTAL..... 140 140.00 88217 J P VOJT 201 SPRINGBROOK TRAIL NJ SPARTA $153 $153.70 CUST. TOTAL..... 153 153.70 63564 JARRELL TRANSPORT P O DRAWER 1117 LA BASTROP $4,320 $4,624 $1,980 $10,924.00 CUST. TOTAL..... 4,320 4,624 1,980 10,924.00 05169 JOHNSON & JOHNSON P O BOX 67 PR LAS PIEDRAS $700- $700.00- CUST. TOTAL..... 700- 700.00- 51286 JOHNSRUD TRANSPORT INC P O BOX 8069 IA DES MOINES $50 $50.00 89344 JOHNSRUD TRANSPORT INC 200 SE 34TH ST IA DES MOINES $1,279 $1,279.00 CUST. TOTAL..... 1,279 50 1,329.00 00977 JONES CHEMICAL COMPANY RIVER ROAD NY WARWICK $339 $106 $445.20 CUST. TOTAL..... 339 106 445.20 63078 K & D INDUSTRIES WEST 2109 OLMSTEAD ROAD MI KALAMAZOO $683 $460 $1,143.00 CUST. TOTAL..... 683 460 1,143.00 81273 K & D OF OHIO INC 270 9TH AVE OH MANSFIELD $430 $140 $172- $397.50 CUST. TOTAL..... 430 140 172- 397.50 70211 K & W TRUCKING 35219 16TH AVE SOUTH WA FEDERAL WAY $90- $90.10- CUST. TOTAL..... 90- 90.10- 00507 KALEX CHEMICAL PRODUCTS 235 GARDNER AVENUE NY BROOKLYN $23 $23.85 CUST. TOTAL..... 23 23.85 01408 KAW TRANSPORT CO P O BOX 11240 MO KANSAS CITY $807 $807.76 55936 KAW TRANSPORT CO MO PLEASANT VLY $132- $132.85- CUST. TOTAL..... 807 132- 674.91 05543 KENAN TRANSPORT P O BOX 659 NC WILMINGTON $1,522 $490 $2,012.50 CUST. TOTAL..... 1,522 490 2,012.50
JOB-RCPMO5 FNR 5/02/93 CO-CODE: 6 AGED ACCOUNTS RECEIVABLE ENDING-DATE 5/01/93 PAGE # 20
0-TO- 31-TO- 61-TO- OVER- TOTAL S.C. CUST# CUSTOMER ADDRESS ST. CITY 30 60 90 90 BAL-DUE 87694 KINGS FUEL P O BOX 838 NY TROY $465 $465.48 CUST. TOTAL..... 465 465.48 88916 KIRK LINES ATTN HENRY YORDAN FL MIAMI $440 $440.00 CUST. TOTAL..... 440 440.00 43450 KLEEN BRITE LABORATORIES P O BOX 20408 NY ROCHESTER $1,018 $1,018.18 CUST. TOTAL..... 1,018 1,018.18 82006 KOCH SERVICE INC P O BOX 1227 NC LELAND $1,200 $75 $75- $1,200.00 02714 KOCH SERVICE INC P O BOX 10347 TX CORPUS CHRISTI $243 $243.00 CUST. TOTAL..... 1,443 75 75- 1,443.00 72828 KOCH SERVICE INCORPORATE P O BOX 6326 TX BEAUMONT $904- $904.22- 57738 KOCH SERVICE INCORPORATE P O BOX 889 TX MONT BELVIEU $200 $200 $400.00 CUST. TOTAL..... 200 200 904- 504.22- 60406 KOCH SERVICES INCORPORAT P O BOX 377 IA W LIBERTY $215 $215.00 89060 KOCH SERVICES INCORPORAT P O BOX 839 LA DENNINGS $220 $220.00 CUST. TOTAL..... 220 215 435.00 87336 KRAFT FOODS INCORPORATED 710 N MATHIS ST IL CHAMPAIGN $115 $115.00 CUST. TOTAL..... 115 115.00 83410 KRAMER CHEMICAL 555 ROUTE 1 SOUTH NJ ISELIN $171 $171.20 CUST. TOTAL..... 171 171.20 54109 KUHNLE BROS INC 3375 ROCHESTER ROAD NY LAKEVILLE $322 $567 $889.92 CUST. TOTAL..... 322 567 889.92 50552 KUNHLE P O BOX 375 OH NEWBURY $321 $330 $651.84 CUST. TOTAL..... 321 330 651.84 71773 L & B TRANSPORT CO 624 HWY 190 WEST LA PORT ALLEN $1,602 $1,602.50 CUST. TOTAL..... 1,602 1,602.50 51233 LACYS EXPRESS P O BOX 130 NJ PEDRICKTOWN $1,591 $21- $1,570.24 CUST. TOTAL..... 1,591 21- 1,570.24 78334 LAID LAW ENVIRONMENTAL P O BOX 321 SC ROEBUCK $265 $155 $420.00 CUST. TOTAL..... 265 155 420.00 02139 LAIDLAW ENVIRONMENTAL IN ROUTE 11 BOX 3 NC REIDSVILLE $400 $70- $330.00 CUST. TOTAL..... 400 70- 330.00 00857 LANGER TRANSPORT ROUTE 440 & DANFORTH AVE NJ JERSEY CITY $6,887 $2,170 $8,017 $17,075.36 CUST. TOTAL..... 6,887 2,170 8,017 17,075.36 79886 LARSON INTERMODAL P O BOX 45 TX GALENA PARK $1,356 $3,210 $1,785 $5,063 $11,415.00 CUST. TOTAL..... 1,356 3,210 1,785 5,063 11,415.00 83707 LAWSON TRUCKING P O BOX 250350 AL MONTGOMERY $110 $110.00 CUST. TOTAL..... 110 110.00
JOB-RCPMO5 FNR 5/02/93 CO-CODE: 6 AGED ACCOUNTS RECEIVABLE ENDING-DATE 5/01/93 PAGE # 21
0-TO- 31-TO- 61-TO- OVER- TOTAL S.C. CUST# CUSTOMER ADDRESS ST. CITY 30 60 90 90 BAL-DUE 50554 LEASEWAY 500 W 138TH ST IL RIVERDALE $255 $255.11 57898 LEASEWAY P O BOX 60537 NC CHARLOTTE $225 $225.20 54620 LEASEWAY 3801 23RD ST SO W OH CANTON $10 $625 $635.77 69879 LEASEWAY 3260 VALLEYVIEW DRIVE OH COLUMBUS $206- $206.70- CUST. TOTAL..... 10 899 909.38 89061 LEE-WAY TRUCKING P O BOX 386 WY THERMOPOLIS $175 $175.00 CUST. TOTAL..... 175 175.00 03948 LEESER TRANSPORTATION ROUTE 3 HIGHWAY 61 S MO PALMYRA $675 $675.00 CUST. TOTAL..... 675 675.00 65847 LES TRANSPORTS PROVOST 7887 GRENACHE ST PQ VILLE D ANJOU $834 $288 $162- $961.50 CUST. TOTAL..... 834 288 162- 961.50 28412 LESCHACO INCORPORATED RTS 1 & 9 S & INTNL WAY NJ NEWARK $1,283 $521 $250 $2,243 $4,297.00 00615 LESCHACO INCORPORATED 8552 KATY FREEWAY/SUITE TX HOUSTON $777 $1,006 $178 $6,151 $8,113.10 74319 LESCHACO INCORPORATED 8552 KATY FREEWAY TX HOUSTON $413 $413.10 24869 LESCHACO INCORPORATED 5711 SOUTH LABURNUM AVE VA RICHMOND $156 $156.60 CUST. TOTAL..... 2,060 1,527 428 8,964 12,979.80 77346 LEVY TRANSPORT 258 RUE COMMERCIAL PQ ST HENRI $204 $204.12 CUST. TOTAL..... 204 204.12 52017 LEWIS TRANSPORT P O BOX 345 KY COLUMBIA $160- $160.00- CUST. TOTAL..... 160- 160.00- 47010 LILLY & COMPANY 1991 NOLTE DR NJ PAULSBORO $551 $551.20 CUST. TOTAL..... 551 551.20 10026 LINDEN BULK TRANSPORT 464 TRIMLEY POINT ROAD NJ LINDEN $265 $265.00 CUST. TOTAL..... 265 265.00 60039 LINDSEY MOTOR EXPRESS SOUTHSIDE RIVER RAIL INC OH CINCINNATI $3,175 $750 $3,925.00 CUST. TOTAL..... 3,175 750 3,925.00 08240 LIQUID CARGO INCORPORATE P O BOX 482 NJ KEARNY $847 $404 $62 $1,314.81 09964 LIQUID CARGO INCORPORATE 1272 LOUGAR STREET ON SARNIA $175 $175.00 CUST. TOTAL..... 1,022 404 62 1,489.81 87585 LIQUID TRANSPORT LTC 1331 BARCELONA DRIVE SC GREENVILLE $635 $845 $465 $1,946.40 CUST. TOTAL..... 635 845 465 1,946.40 28790 LIQUID TRANSPORT CORP 6171W 300N IN GREENFIELD $5,362 $3,240 $14 $85 $8,702.23 76379 LIQUID TRANSPORT CORP P O BOX 57 IN NEW SALISBURY $178 $16 $195.24 89328 LIQUID TRANSPORT CORP P O BOX 179 NJ CARTERET $139 $139.32 82642 LIQUID TRANSPORT CORP P O BOX 467 OH BELPRE $1,407 $119 $14- $313 $1,825.37 58330 LIQUID TRANSPORT CORP 6426 DIXIE HIGHWAY OH FAIRFIELD $135 $135.00 58202 LIQUID TRANSPORT CORP P O BOX 10119 WV CHARLESTON $576 $156 $732.75 CUST. TOTAL..... 7,480 3,538 138 571 11,729.91 65906 LIQUID TRANSPORTERS INC P O BOX 273 IL CHANNAHON $244 $2,827 $3,071.54
JOB-RCPMO5 FNR 5/02/93 CO-CODE: 6 AGED ACCOUNTS RECEIVABLE ENDING-DATE 5/01/93 PAGE # 22
0-TO- 31-TO- 61-TO- OVER- TOTAL S.C. CUST# CUSTOMER ADDRESS ST. CITY 30 60 90 90 BAL-DUE 51103 LIQUID TRANSPORTERS INC P O BOX 1649 KY ASHLAND $2,303 $2,303.58 53487 LIQUID TRANSPORTERS INC STAR ROUTE 1 KY BRANDENBURG $707 $707.45 25997 LIQUID TRANSPORTERS INC 1292 FERN VALLEY ROAD KY LOUISVILLE $139 $139.26 69027 LIQUID TRANSPORTERS INC 3710 CANE RUN RD KY LOUISVILLE $3,429 $535 $145 $10,146 $14,255.48 25743 LIQUID TRANSPORTERS INC 1622 PARKER DRIVE NC CHAROLOTTE $2,949 $60 $3,009.00 50954 LIQUID TRANSPORTERS INC 210 ESSEX AVE EAST NJ AVENEL $1,357 $168 $90 $1,615.90 09598 LIQUID TRANSPORTERS INC ROUTE 51 & PITTSBURGH AV PA CORAOPOLIS $1,360 $1,360.80 07702 LIQUID TRANSPORTERS INC 900 PINEVILLE RD TN CHATTANOOGA $222 $222.60 00813 LIQUID TRANSPORTERS INC 1415 PENN CITY RD TX HOUSTON $6,629 $6,629.38 82247 LIQUID TRANSPORTERS INC 1415 PENN CITY ROAD TX HOUSTON $886 $886.56 CUST. TOTAL..... 7,735 947 145 $25,373 34,201.55 74197 LLOYD TRANSPORT P O BOX 129 WI PLEASANT PRAIR $1,672 $266 $310 $2,248.56 CUST. TOTAL..... 1,672 266 310 2,248.56 05534 LONZA INC 17-17 ROUTE 208 NJ FAIR LAWN $332 $576 $909.25 CUST. TOTAL..... 332 576 909.25 59294 LUCKEY TRUCKING INC R R 5 IL STREATOR $154 $130- $24.00 CUST. TOTAL..... 154 130- 24.00 61521 M N BOYCHUK STONE CO HIGHWAY 22 WEST NJ SPRINGFIELD $43 $43.20 CUST. TOTAL..... 43 43.20 84110 MAIN BROS OIL CO P O BOX 11029 NY ALBANY $160 $160.92 CUST. TOTAL..... 160 160.92 66765 MANFREDI 14965 SLOVER CA FONTANA $192 $192.40 71763 MANFREDI 7254 MR HOLLY ROAD NC CHARLOTTE $300- $300.00- 06485 MANFREDI SAWMILL PARKWAY OH HURON $423 $423.36 02216 MANFREDI 11250 KINGSMAN ROAD OH NEWBURY $376 $801 $1,178.17 26683 MANFREDI 14841 SPERRY ROAD OH NEWBURY $811 $375 $1,186.00 CUST. TOTAL..... $1,611 $801 267 2,679.83 88555 MANFREDI MOTOR TRANSIT 5560 BRENTLINGER DR OH DAYTON $207 $207.36 CUST. TOTAL..... 207 207.36 52575 MARCOTTE FARMS INC 1752 N 12000 E ROAD IL MOMENCE $3,991 $70 $4,061.73 CUST. TOTAL..... 3,991 70 4,061.73 73161 MASON DIXON TANK LINES 21O ESSEX AVE NJ AVENEL $734 $734.26 CUST. TOTAL..... 734 734.26 AL SARALAND $2,115- $2,115.85- 27182 MATLACK INC P O BOX 1791 DE WILMINGTON $2,461 $2,461.56 78731 MATLACK INC 2700 BUCKMAN STREET FL JACKSONVILLE $147 $120 $240- $27.00 68107 MATLACK INC 5530 EXPORT BLVD GA GARDEN CITY $2,756 $316 $464 $125- $3,411.75 51707 MATLACK INC 5530 EXPORT BLVD GA GARDEN CITY $189 $189.00 82545 MATLACK INC 1025 COMMERCE RD BOX 94 GA MARROW $790 $790.50 27183 MATLACK INC 13925 SOUTH KEELER IL CRESTWOOD $167 $167.00 02545 MATLACK INC P O BOX 701 IN WESTVILLE $1,020 $1,020.00 08246 MATLACK INC P O BOX 5 KY CALVERT CITY $315 $315.00
JOB-RCPMO5 FNR 5/02/93 CO-CODE: 6 AGED ACCOUNTS RECEIVABLE ENDING-DATE 5/01/93 PAGE # 23
0-TO- 31-TO- 61-TO- OVER- TOTAL S.C. CUST# CUSTOMER ADDRESS ST. CITY 30 60 90 90 BAL-DUE 07500 MATLACK INC 4107 BELLS LANE KY LOUISVILLE $362 $S62.00 50932 MATLACK INC P O BOX 486 LA GONZALES $230 $230.00 03855 MATLACK INC 148 WOODLAND DR LA LA PLACE $1,096 $395 $25 $1,516.40 52571 MATLACK INC 145 WOODLAND DR LA LA PLACE $720 $720.00 87163 MATLACK INC 3822 HWY 1 NORTH LA PORT ALLEN $480 $155 $635.00 03628 MATLACK INC 339 BLISS STREET MA W SPRINGFIELD $2,007 $217 $338 $2,562.92 78995 MATLACK INC 406 RR AVENUE MD FEDERALSBURG $313 $172 $485.50 74992 MATLACK INC 709 EAST MAIN ST MO PALMYRA $80- $80.00- 52297 MATLACK INC 139 E SOPER STREET MO SAINT LOUIS $365 $180 $336 $881.25 81655 MATLACK INC 6041 I-55 SOUTH MS JACKSON $180 $120 $300.00 02544 MATLACK INC 7254 MT HOLLY RD NC CHARLOTTE $2,154 $300 $423- $2,031.60 81663 MATLACK INC 608 DUNN RD NC FAYETTEVILLE $233 $233.00 05096 MATLACK INC 519 PATTON AVENUE NC GREENSBORO $651 $206 $857.00 52220 MATLACK INC 57 RANDOLPH AVENUE NJ AVENEL $145 $207 $215 $567.50 52746 MATLACK INC FOOT E 2ND STREET NJ BAYONNE $1,212 $405 $65 $321 $2,004.63 78211 MATLACK INC 1558 FIRESTONE PARKWAY OH AKRON $1,895 $378 $415 $2,688.93 51374 MATLACK INC 1120 WYANOKE STREET OH IRONTON $195 $195.00 53569 MATLACK INC 7431 YOUNGTOWN & CONN RD OH KINSMAN $455 $10 $465.43 53568 MATLACK INC 8070 HARDING HWY OH LIMA $830 $830.00 52995 MATLACK INC 5745 N RIDGE ROAD OH N MADISON $185 $185.00 59573 MATLACK INC 8101 NORTH EAST 11TH AVE OR PORTLAND $170 $170.00 08551 MATLACK INC IMPERIAL DRIVE PA BENSALEM $190 $190.00 50555 MATLOCK INC 103 1/5 KENDALL AVE PA BRADFORD $183 $183.00 06834 MATLOCK INC 2895 NEVILE ROAD PA PITTSBURGH $405 $405.85 09945 MATLOCK INC 1647 KING STREET EXTENSI SC CHARLESTON $1,023 $242 $693 $1,959.25 01754 MATLOCK INC P O BOX 619 SC FAIRFOREST $5,795 $598 $890 $7,283.50 07513 MATLOCK INC P O BOX 619 SC SPARTANBURG $155 $155.00 55434 MATLOCK INC 1901 ROSSVILLE AVENUE TN CHATTANOOGA $1,058 $227 $337 $1,622.73 07704 MATLOCK INC P O BOX 13165 TN MEMPHIS $120 $167 $287.50 62575 MATLOCK INC 1509 ELMHILL PIKE TN NASHVILLE $170 $170.00 27821 MATLOCK INC 6365 WASHINGTON BLVD TX BEAUMONT $22 $194- $171.38- 80501 MATLOCK INC 404 FM 646 TX DICKINSON $680 $205 $885.00 08248 MATLOCK INC 7102 E HWY 332 TX FREEPORT $627 $705 $1,332.00 63184 MATLOCK INC 7102 E HWY 332 TX FREEPORT $145 $145.00 28414 MATLOCK INC RDUE 2 & UNION STREET WV NEW MARTINSVIL $167 $167.50 73163 MATLOCK INC P O BOX 735 WV NITRO $340 $340.00 CUST. TOTAL..... 28,275 3,114 1,868 5,803 39,062.07 63567 MAXWELL TANK LINES R R #6 IL CHANNAHON $194 $801 $995.00 CUST. TOTAL..... 194 801 995.00 06192 MC KENZIE TANK LINES INC P O BOX 13507 AL MOBILE $120 $120.00 56098 MC KENZIE TANK LINES INC P O BOX 460 LA HAHNVILLE $436 $436.80 79755 MC KENZIE TANK LINES INC 7327 OLD STATESVILLE RD NC CHARLOTTE $210 $120.60 54164 MC KENZIE TANK LINES INC 11500 CHOATE RD TX PASADENA $1,009 $724 $1,690 $3,423.00 CUST. TOTAL..... 1,656 844 1,690 4,190.40 69847 MC NULTY BULK TRANSPORT ROUTE 291 & STEWART AVE PA ESSINGTON $10- $10.90- CUST. TOTAL..... 10- 10.90- 85359 MC TANK TRANSPORT 8555 N GILMORE OH FAIRFIELD, BU $250 $250.00 CUST. TOTAL..... 250 250.00
JOB-RCPMO5 FNR 5/02/93 CO-CODE: 6 AGED ACCOUNTS RECEIVABLE ENDING-DATE 5/01/93 PAGE # 24
0-TO- 31-TO- 61-TO- OVER- TOTAL S.C. CUST# CUSTOMER ADDRESS ST. CITY 30 60 90 90 BAL-DUE 88506 MCILVAINE TRUCKING INC 7556 CLEVELAND RD OH WOOSTER $1,475 $1,475.60 CUST. TOTAL..... 1,475 1,475.60 88346 MCKENZIE TANK LINES INC P O BOX 100 GA ORCHARD HILL $760 $760.00 CUST. TOTAL..... 760 760.00 82684 MID WEST SERVICE INC 2250 E 15TH AVE IN GARY $350 $350.00 CUST. TOTAL..... 350 350.00 81842 MIDLAND ENVIRONMENTAL SE 416 BURGESS ST MI MIDLAND $5- $5.20- CUST. TOTAL..... 5- 5.20- 09841 MILES INC MOBAY ROAD PA PITTSBURGH $5,587 $3,313 $7,740 $25,631 $42,272.12 53100 MILES INC MOBAY ROAD PA PITTSBURGH $139 $139.13 80311 MILES INC PA PITTSBURGH $139 $139.13 85980 MILES INC BOX 10288/BUSHY PARK PLT SC CHARLESTON $374 $45 $161 $580.50 77812 MILES INC 8500 WEST BAY RD TX BAYTOWN $7,675 $7,250 $1,175 $8,154 $24,254.50 CUST. TOTAL..... 13,637 10,608 8,915 34,225 67,385.38 57048 MILKY WAY TRANSPORT CO P O BOX 9266 MO SPRINGFIELD $80 $80.00 CUST. TOTAL..... 80 80.00 63315 MILLER TRANSPORT 2300 NABORS RD S W AL BIRMINGHAM $330 $330.00 02814 MILLER TRANSPORT P O BOX 2106 AL MOBILE $1,070 $135 $196- $1,009.35 09204 MILLER TRANSPORT 5800 21ST STREET AL TUSCALOOSA $666 $666.30 03083 MILLER TRANSPORT P O BOX 1392 AR EL DORADO $227 $428 $655.00 61995 MILLER TRANSPORT 1321 S JACKSON AR MAGNOLIA $559 $147 $706.05 55544 MILLER TRANSPORT 232 TIE PLANT LANE AR N LITTLE ROCK $578 $578.00 04042 MILLER TRANSPORT P O BOX 7708 GA SAVANNAH $693 $889 $1,583.25 76377 MILLER TRANSPORT 700 E 120TH STREET IL CHICAGO $217 $227 $445.20 57632 MILLER TRANSPORT 7088 GREEWELL SPRING RD LA BATON ROUGE $624 $1,232 $305 $1,005 $3,166.10 02503 MILLER TRANSPORT P O BOX 15488 MS HATTIESBURG $357 $357.00 26634 MILLER TRANSPORT P O BOX 1123 MS JACKSON $2,085 $375 $1,354 $3,815.21 67420 MILLER TRANSPORT P O BOX 768 MS MERIDIAN $265 $265.00 88414 MILLER TRANSPORT 291-B DUKES RD SC ORANGEBURG $654 $654.50 01867 MILLER TRANSPORT 2000 CHANNEL AVENUE TN MEMPHIS $1,786 $980 $2,766.00 59863 MILLER TRANSPORT 5643 OLD MILLINGTON RD TN MEMPHIS $238 $238.00 28774 MILLER TRANSPORT 4640 WASHINGTON BLVD TX BEAUMONT $1,040 $135 $334 $189 $1,698.00 04043 MILLER TRANSPORT P O BOX 388 TX CHANNELVIEW $452 $452.00 50700 MILLER TRANSPORT P O BOX 607 WV NITRO $570 $570.00 CUST. TOTAL..... 11,010 4,970 639 3,334 19,954.96 08251 MILLER TRANSPORTERS 15855 WOOD DR TX CHANNELVIEW $1,153 $1,203 $435- $1,921.87 CUST. TOTAL..... 1,153 1,203 435- 1,921.87 01755 MISSION PETROLEUM P O BOX 87788 TX HOUSTON $529- $529.06- CUST. TOTAL..... 529- 529.06- 28194 MISSISSIPPI CHEMICAL COR LA BOSSIER CITY $461- $461.44- 60036 MISSISSIPPI CHEMICAL EXP P O BOX 6176 LA BOSSIER CITY $3,712 $675 $4,387.92 88039 MISSISSIPPI CHEMICAL EXP P O BOX 361 WV KENOVA $2,738 $2,738.42 CUST. TOTAL..... 6,450 213 6,664.90
JOB-RCPMO5 FNR 5/02/93 CO-CODE: 6 AGED ACCOUNTS RECEIVABLE ENDING-DATE 5/01/93 PAGE # 25
0-TO- 31-TO- 61-TO- OVER- TOTAL S.C. CUST# CUSTOMER ADDRESS ST. CITY 30 60 90 90 BAL-DUE 89568 MOBIL CHEMICAL CORPORATI P O BOX 3140 NJ EDISON $1,491 $1,491.95 CUST. TOTAL..... 1,491 1,491.95 02847 MOBIL OIL CORPORATION 134 FORBES AVENUE CT NEW HAVEN $155 $155.00 15086 MOBIL OIN CORPORATION P O BOX 839 PA VALLEY FORGE $1,156 $1,156.06 CUST. TOTAL..... 155 1,156 1,311.06 15016 MONSANTO COMPANY 1610 MARVIN GRIFFIN RD GA AUGUSTA $1,278 $1,278.41 53490 MONSANTO COMPANY P O BOX 17627 MO SAINT LOUIS $2,250 $2,250.00 58407 MONSANTO COMPANY P O BOX 14307 MO SAINT LOUIS $7- $7.05- CUST. TOTAL..... 1,278 2,250 7- $3,521.36 87131 MONTGOMERY INTERMODAL 71 W UWCHLAN AVE PA EXTON $190 $190.00 CUST. TOTAL..... 190 190.00 74738 MONTGOMERY TANK LINES DE NEW CASTLE $550- $550.25- 54110 MONTGOMERY TANK LINES 3108 CENTRAL DRIVE FL PLANT CITY $1,012 $24,660 $25,673.01 85268 MONTGOMERY TANK LINES 3108 CENTRAL DRIVE FL PLANT CITY $2,610 $95 $329 $803 $3,837.84 71525 MONTGOMERY TANK LINES GA LAKE CITY $968- $968.24- 27823 MONTGOMERY TANK LINES IL CHICAGO $179- $179.35- 25615 MONTGOMERY TANK LINES P O BOX 465 IL SUMMIT $734 $734.85 01758 MONTGOMERY TANK LINES IN GARY $168- $168.80- 73639 MONTGOMERY TANK LINES LA AMA $385- $385.20- 87390 MONTGOMERY TANK LINES 2020 MULBERRY RD NC CONCORD $879 $879.00 78844 MONTGOMERY TANK LINES 622 1/2 W WATERLOO ROAD OH AKRON $3,805 $3,805.35 59866 MONTGOMERY TANK LINES OH CINCINNATI $73- $73.85- 75849 MONTGOMERY TANK LINES OH IRONTON $63 $63.60 75827 MONTGOMERY TANK LINES OH UNIONTOWN $263- $263.75- 51708 MONTGOMERY TANK LINES PA GROVETON $148- $148.50- 50455 MONTGOMERY TANK LINES PA PARKER $50- $50.35- 76378 MONTGOMERY TANK LINES TN CHATTANOOGA $248 $248.04 72711 MONTGOMERY TANK LINES TX FREEPORT $613 $613.79 CUST. TOTAL..... 4,501 95 329 28,141 33,067.19 87944 MONTGOMERY TRUCK LINES 3091 APPLEBEE LANE ON BURLINGTON $412 $102 $515.10 CUST. TOTAL..... 412 102 515.10 66682 MONTGOMERY/QUALITY CARRI P O BOX 485 WV NITRO $19 $19.20 CUST. TOTAL..... 19 19.20 49495 MOONEY CHEMICAL INC TWO MILE RUN ROAD PA FRANKLIN $680 $680.50 CUST. TOTAL..... 680 680.50 90200 MORETEX CHEMICAL COMPANY 314 W HENRY SC SPARTANBURG $190 $190.00 CUST. TOTAL..... 190 190.00 06674 MORTON INT'L SPECIALITY 2700 EAST 170TH STREET IL LANSING $5,225 $5,225.00 CUST. TOTAL..... 5,225 5,225.00 80936 MORTON INTERNATIONAL SPECIALTY CHEMICALS GROU OH ORRVILLE $185 $185.00 CUST. TOTAL..... 185 185.00
JOB-RCPMO5 FNR 5/02/93 CO-CODE: 6 AGED ACCOUNTS RECEIVABLE ENDING-DATE 5/01/93 PAGE # 26
0-TO- 31-TO- 61-TO- OVER- TOTAL S.C. CUST# CUSTOMER ADDRESS ST. CITY 30 60 90 90 BAL-DUE 09812 MR FRANK 4747 LINCOLN MALL DR IL MATTESON $516 $562 $231 $253 $1,562.00 CUST. TOTAL..... 516 562 231 253 1,562.00 54670 NALCO CHEMICAL COMPANY 7356 GA HWY 54 GA JONESBORO $17,876 $17,876.00 21654 NALCO CHEMICAL COMPANY 1927 NOLTE DRIVE NJ PAULSBORO $7,931 $1,743 $9,675.43 54710 NALCO CHEMICAL COMPANY 7701 HIGHWAY 90-A TX SUGARLAND $4,105 $1,080 $5,185.00 CUST. TOTAL..... $29,912 1,080 1,743 32,736.43 24270 NAPPI TRUCKING CORP P O BOX 510 NJ MATAWAN $307 $307 $614.80 CUST. TOTAL..... 307 307 614.80 55880 NATIONAL STARCH & CHEM C P O BOX 197 IL MEREDOSIA $128 $128.70 00733 NATIONAL STARCH & CHEM C P O BOX 6500 NJ BRIDGEWATER $1,063 $1,063.04 CUST. TOTAL..... 1,191 1,191.74 70043 NEW DIXIE TRANSPORTATION P O BOX 112 VA PROVIDENCE FOR $37- $37.10- CUST. TOTAL..... 37- 37.10- 25616 NEW ENGLAND TRUCK SALES 114 SCHOOL GROUND ROAD CT BRANFORD $4,535 $4,535.40 CUST. TOTAL..... 4,535 4,535.40 05560 NEW HAVEN TANK TERMINAL 30 WATERFRONT ST CT NEW HAVEN $155 $155.00 CUST. TOTAL..... 155 155.00 75998 NILES CHEMICAL P O BOX 930 IN MISHAWAKA $620 $620.00 CUST. TOTAL..... 620 620.00 75771 NIPPON EXPRESS 15402 E VANTAGE PKWY TX HOUSTON $350 $350.55 CUST. TOTAL..... 350 350.55 84304 NORTH CANTON TRANSFER 2515 GREENSBURG RD OH N CANTON $20 $20.00 CUST. TOTAL..... 20 20.00 57668 NORTRU INC 421 LYCASTE STREET MI DETROIT $967 $967.22 CUST. TOTAL..... 967 967.22 60842 NOVA CHEM 7924 WRENWOOD BLVD LA BATON ROUGE $1,498 $635 $2,133.00 CUST. TOTAL..... 1,498 635 2,133.00 61002 NOVACOR CHEMICALS INC C/O MERICIAN TRAFFIC SVC MA BRAINTREE $140 $140.00 CUST. TOTAL..... 140 140.00 07615 NUBULK P O BOX 56604 CA HAYWARD $1,860 $1,860.00 53963 NUBULK LAFAYETTE STREET NJ CARTERET $602 $602.60 CUST. TOTAL..... 2,462 2,462.60 74917 NUBULK SERVICES INC P O BOX 340 WV FOLLANSBEE $2,392 $2,392.69 CUST. TOTAL..... 2,392 2,392.69 OVER-365-DAYS... 142,572 *** F TO N *** 271,905 97,697 31,422 223,288 624,314.73 65354 OAKLEY TRANSPORT 101 ABC CUTOFF RD FL LAKE WALES $2,820 $426 $3,246.07 CUST. TOTAL..... 2,820 426 3,246.07
JOB-RCPMO5 FNR 5/02/93 CO-CODE: 6 AGED ACCOUNTS RECEIVABLE ENDING-DATE 5/01/93 PAGE # 27
0-TO- 31-TO- 61-TO- OVER- TOTAL S.C. CUST# CUSTOMER ADDRESS ST. CITY 30 60 90 90 BAL-DUE 82233 OBRIEN TRANSPORT INC 53 RIVER RD LA AMA $1,217 $1,217.07 CUST. TOTAL..... 1,217 1,217.07 38575 OCCIDENTAL CHEMICAL CORP 673 WALK ROAD NY N TONAWANDA $4,467 $192 $491 $5,150.00 24720 OCCIDENTAL CHEMICAL CORP P O BOX 344 NY NIAGARA FALLS $157 $212 $369.00 26303 OCCIDENTAL CHEMICAL CORP P O BOX 344 NY NIAGARA FALLS $1,011 $157 $354 $1,522.00 78706 OCCIDENTAL CHEMICAL CORP 5000 PACKARD RD NY NIAGARA FALLS $207 $207.36 82296 OCCIDENTAL CHEMICAL CORP 53RD & BUFFALO/BLDG E-3 NY NIAGARA FALLS $980 $980.00 89996 OCCIDENTAL CHEMICAL CORP DUREZ DIVISION NY NIAGARA FALLS $147 $147.96 07934 OCCIDENTAL CHEMICAL CORP P O BOX 809050 TX DALLAS $272 $192 $464.50 79815 OCCIDENTAL CHEMICAL CORP ALATHON POLYMERS DIVISIO TX WADSWORTH $160 $160.00 CUST. TOTAL..... 6,105 698 2,197 9,000.82 07687 ODYSSEY 18405 SOUTH MAIN CA GARDENA $220 $220.00 73725 ODYSSEY 18405 SOUTH MAIN CA GARDENA $4,455 $4,455.00 CUST. TOTAL..... 4,675 4,675.00 26443 OHIO POLYCHEMICAL P O BOX 369004 OH COLUMBUS $1,314 $260 $25- $1,549.00 CUST. TOTAL..... 1,314 260 25- 1,549.00 82831 OLIN CORPORATION 120 LONG RIDGE RD CT STAMFORD $4,700 $690 $5,390.00 CUST. TOTAL..... 4,700 690 5,390.00 39570 OLIN HUNT SPECIALTY PROD IL ROLLING MEADOW $140- $140.00- CUST. TOTAL..... 140- 140.00- 05440 OMNI BULK SYSTEMS P O BOX 762 NJ HACKETTSTOWN $59- $59.40- CUST. TOTAL..... 59- 59.40- 61344 OPIES MILK HAULERS P O BOX 89 MO ELDON $749 $749.12 CUST. TOTAL..... 749 749.12 76295 ORIOLE CHEMICAL CARRIERS P O BOX 303 NJ KEASBEY $71- $71.02- CUST. TOTAL..... 71- 71.02- 55437 OVID TRUCKING 125 E OAK STREET MI OVID $165 $165.00 CUST. TOTAL..... 165 165.00 64997 OWINGS TRANSPORT P O BOX 477 DE TOWNSEND $1,079 $1,079.62 CUST. TOTAL..... 1,079 1,079.62 67080 OZINGA PROS INC 12843 S PULASKI ROAD IL ALSIP $192- $192.50- CUST. TOTAL..... 192- 192.50- 87607 P & R TANK LINES OF BALT 612 W PATAPSCO AVE MD BALTIMORE $185 $185.76 CUST. TOTAL..... 185 185.76 60640 P B & S CHEMICAL COMPANY P O BOX 20 KY HENDERSON $352 $352.45 05985 P B & S CHEMICAL COMPANY WV PROCTOR $291 291.50 CUST. TOTAL..... 643 643.95 33970 P D GEORGE COMPANY P O BOX 66756 MO SAINT LOUIS $421 $421.20 CUST. TOTAL..... 421 421.20
JOB-RCPMO5 FNR 5/02/93 CO-CODE: 6 AGED ACCOUNTS RECEIVABLE ENDING-DATE 5/01/93 PAGE # 28
0-TO- 31-TO- 61-TO- OVER- TOTAL S.C. CUST# CUSTOMER ADDRESS ST. CITY 30 60 90 90 BAL-DUE 18500 P P G INDUSTRIES INC 4829 FAIRLAND ROAD OH BARBERTON $91- $91.75- CUST. TOTAL..... $91- 91.75- 05434 PASCO PRODUCTS P O BOX 2606 TN CLEVELAND $347 $347.79 CUST. TOTAL 347 347.79 90164 PEDRONI FUEL COMPANY WHEAT ROAD NJ VINELAND $418 $418.70 CUST. TOTAL..... 418 418.70 76845 PENCCO P O BOX 2567 TX CORPUS CHRISTI $405 $105- $300.00 CUST.TOTAL 405 105- 300.00 82640 PENN TANK LINES 653 SWEDESFORD ROAD PA MALVERN $283 $50 $333.55 90071 PENN TANK LINES P O BOX 7780-5049 PA PHILADELPHIA $153 $153.70 CUST. TOTAL..... 437 50 487.25 00536 PENTRON P O BOX 1809 SC SPARTANBURG $170 $170.00 03947 PENTRON 5200 NAVIGATION TX HOUSTON $412 $962 $1,374.00 CUST. TOTAL..... 170 412 962 1,544.00 51090 PENTRON INC 200 KING ROAD PA WEST CHESTER $879 $519 $420 $1,819.33 CUST. TOTAL..... 879 519 420 1,819.33 77387 PERFORMANCE POLIMERS CO PA TAYLOR $130 $130.00 CUST. TOTAL..... 130 130.00 89663 PERIDOT CHEMICAL CO P O BOX 5 SC CATAWBA $45 $45.00 CUST. TOTAL..... 45 45.00 60035 PETRO CHEMICAL PROCESS 515 LYCAST STREET MI DETROIT $177 $177.55 CUST. TOTAL..... 177 177.55 62385 PETRO-LUBE INC 10566 PLAZA DRIVE MI WHITMORE LAKE $184 $184.00 CUST. TOTAL..... 184 184.00 67218 PETROLITE CORPORATION 16010 BAKERSPOINT LANE TX HOUSTON $105 $105.00 CUST. TOTAL..... 105 105.00 51263 PIERCETON TRUCKING BOX 233 IN LAKETON $100 $100.00 CUST. TOTAL..... 100 100.00 64380 PIONEER PLASTICS CORP PIONEER ROAD ME AUBURN $166 $204 $370.44 CUST. TOTAL..... 166 204 370.44 76226 POLSINELLO FUEL INC 49 RIVERSIDE AVE NY RENSSELAER $144 $144.72 CUST. TOTAL..... 144 144.72 72073 POPE TRANSPORT DRAWER 649 NC MOUNT OLIVE $120 $120.00 CUST. TOTAL..... 120 120.00 57051 PROVOST BULK TRANSPORT I 155 SMITH STREET NJ KEASBEY $190 $190.00 50772 PROVOST BULK TRANPORTAT P O BOX 405 NJ KEASBEY $2,012 $612 $356 $2,981.62 CUST. TOTAL..... 2,202 612 356 3,171.62
JOB-RCPMO5 FNR 5/02/93 CO-CODE: 6 AGED ACCOUNTS RECEIVABLE ENDING-DATE 5/01/93 PAGE # 29
0-TO- 31-TO- 61-TO- OVER- TOTAL S.C. CUST# CUSTOMER ADDRESS ST. CITY 30 60 90 90 BAL-DUE 83705 PROVOST CARTAGE 1030 SALK ROAD ON PICKERING $1,238 $1,238.76 64301 PROVOST CARTAGE 893 CAMPBELL STREET ON SARNIA $123 $488 $611.00 63181 PROVOST CARTAGE 7887 GRENACHE PQ MONTREAL $794 $520 $321- $992.70 CUST. TOTAL..... 2,155 488 520 321- 2,842.46 78431 PUERTO RICAN MARINE MNGM P O BOX 40044 FL JACKSONVILLE $30 $60 $90.00 02926 PUERTO RICAN MARINE MNGM P O BOX 10667 SC CHARLESTON $40 $40.00 CUST. TOTAL..... 30 60 40 130.00 01252 PUMP & TANK SHOP P O BOX 18156 NC GREENSBORO $475 $95- $380.00 CUST. TOTAL..... 475 95- 380.00 54965 PVS CHEMICALS INC 12260 S CARONDOLET AVE IL CHICAGO $115 $115.00 CUST. TOTAL..... 115 115.00 81876 QUALITY CARRIERS 3108 CENTRAL DRIVE FL PLANT CITY $220 $220.00 56179 QUALITY CARRIERS 53 RIVER ROAD LA AMA $169 $169.40 69613 QUALITY CARRIERS P O BOX 1371 MA BELCHERTOWN $253 $253.87 53780 QUALITY CARRIERS 159 WEST ERIE AVE PA PHILADELPHIA $2,877 $2,877.83 04287 QUALITY CARRIERS 2401 PEARL STREET TX HOUSTON $945 $945.00 25117 QUALITY CARRIERS P O BOX 186 WI PLEASANT PRAIR $1,511 $1,511.99 69044 QUALITY CARRIERS P O BOX 627 WV INWOOD $208 $208.82 CUST. TOTAL..... 6,186 6,186.91 82916 QUALITY CARRIERS P O BOX 427 SC LAKE CITY $198- $198.00- CUST. TOTAL..... 198- 198.00- 84600 QUANTUM CHEMICAL CORP 300 DOREMUS AVE NJ NEWARK $240 $240.00 84610 QUANTUM CHEMICAL CORP P O BOX 429596 OH CINCINNATI $240 $240.00 CUST. TOTAL..... 480 480.00 81002 QUEENSWAY TANK LINES 151 REVERCHON PQ POINTE CLAIRE $238 $226 $464.77 CUST. TOTAL..... 238 226 464.77 55737 R J GUERRERA 51 ELM STREET CT NAUGATUCK $2,018 $2,018.00 CUST. TOTAL..... 2,018 2,018.00 80180 R WAYNE BOST TRUCKING IN P O BOX 5990 GA AUGUSTA $3,227 $217 $50 $3,494.90 52918 R WAYNE BOST TRUCKING IN 220 WEST RITCHIE ROAD NC SALISBURY $4,127 $1,167 $5,295.34 CUST. TOTAL..... 7,355 1,384 50 8,790.24 69317 RAY MOLDER CARRIER 3801 23RD STREET OH CANTON $1,385 $1,385.57 CUST. TOTAL..... 1,385 1,385.57 50944 REFINERS TRANSPORT 300 CORNELL DRIVE UNIT A DE WILMINGTON $4,475 $4,475.42 60038 REFINERS TRANSPORT P O BOX 4001 NJ MATAWAN $2,054 $2,054.94 80937 REFINERS TRANSPORT P O BOX 2041 OH HEATH $933 $933.91 64433 REFINERS TRANSPORT P O BOX 86-A RR #4 OH MARIETTA $1,710 $1,710.32 02762 REFINERS TRANSPORT 2706 LEFFERSON ROAD OH MIDDLETOWN $224 $224.20 09827 REFINERS TRANSPORT 2215 NAVARRE AVE OH OREGON $90 $90.00 00858 REFINERS TRANSPORT P O BOX 627 PA E BUTLER $1,798 $1,796.47 57532 REFINERS TRANSPORT BOX 273 PA OIL CITY $405 $405.18 CUST. TOTAL..... 11,690 11,690.44
JOB-RCPMO5 FNR 5/02/93 CO-CODE: 6 AGED ACCOUNTS RECEIVABLE ENDING-DATE 5/01/93 PAGE # 30
0-TO- 31-TO- 61-TO- OVER- TOTAL S.C. CUST# CUSTOMER ADDRESS ST. CITY 30 60 90 90 BAL-DUE 68450 REICHOLD CHEMICAL COMPAN 5203 HENDERSON ROAD AL TUSCALOOSA $917 $917.50 58675 REICHOLD CHEMICAL COMPAN 101 BLANCHARD STREET PQ STE THERESE $350 $350.96 CUST. TOTAL..... 1,268 1,268.46 04451 RENOSOL CORPORATION 505 HOOVER STREET MI FARWELL $660 $660.00 CUST. TOTAL..... 660 660.00 54787 RESEARCH SOLV & CHEM INC P O DRAWER 20200 AL BIRMINGHAM $285 $366- $81.48- CUST. TOTAL..... 285 366- 81.48- 80468 RESOURCE TRANSPORT RR 1 BOX 173 PA ROCHESTER MILL $324 $324.62 CUST. TOTAL..... 324 324.62 70889 RESOURCES TRANSPORTATION P O BOX 1914 TX DEER PARK $4,190 $190 $4,380.00 CUST. TOTAL..... 4,190 190 4,380.00 67701 RETECH CORPORATION P O BOX 388 LA SAINT GABRIEL $265 $265.00 CUST. TOTAL..... 265 265.00 09571 REYNOLDS METALS COMPANY 10 GATES ST SC GREENVILLE $70 $70.00 CUST. TOTAL..... 70 70.00 88747 REYNOLDS NATIONWIDE, INC P O BOX 589 OH LONDON, MA $345 $345.00 CUST. TOTAL..... 345 345.00 57972 RHONE POULENC CHEMICAL P O BOX 17600 MO SAINT LOUIS $113 $113.00 89938 RHONE POULENC CHEMICAL PROSPET PLAINS ROAD NJ CRANBURY $152 $152.00 70033 RHONE POULENC CHEMICAL 5900 NORTH HARRISON STRE NJ PRINCETON $.00 69170 RHONE POULENC CHEMICAL 6213 HIGHWAY 332-E TX FREEPORT $9,225 $9,225.00 83868 RHONE POULENC CHEMICAL INTERNATIONAL BILLING ON TX FREEPORT $2,250 $225 $2,475.00 CUST. TOTAL..... 9,377 2,250 338 11,965.00 01000 RONE POULENC SURFACTANT 3440 FAIRFIELD ROAD MD BALTIMORE $39 $39.46 CUST. TOTAL..... 39 39.46 90230 ROCHESTER CARTAGE MN ROCHESTER $60 $60.00 CUST. TOTAL..... 60 60.00 56725 RODGERS CARTAGE 59TH ST & ARCHER AVENUE IL SUMMIT $175 $175.00 77736 RODGERS CARTAGE 1302 FIFTH AVENUE IL ROBY $235 $235.00 CUST. TOTAL..... 175 235 410.00 08629 ROEDER CARTAGE CO INC 1979 N DIXIE OH LIMA $260 $260.00 CUST. TOTAL..... 260 260.00 73023 ROGERS CARTAGE RT 3 BOX 3118 GA AUBURN $159 $159.75 81631 ROGERS CARTAGE CEDAR CREEK RD GA WINDER $500 $500.00 71271 ROGERS CARTAGE 4428 MIDLOTHIAN TURNPIKE IL CRESTWOOD $1,294 $1,062 $91- $2,265.04 02763 ROGERS CARTAGE 3245 E EAMES ST IL JOLIET $465 $465.00 76684 ROGERS CARTAGE 1655 RICH ROAD IN RICHMOND $196 $196.10 85351 ROGERS CARTAGE 27007 FORT ST MI GIBRALTAR $190 $190.00 01833 ROGERS CARTAGE 210 WEST ALEXIS ROAD OH TOLEDO $195 $195.00
JOB-RCPMO5 FNR 5/02/93 CO-CODE: 6 AGED ACCOUNTS RECEIVABLE ENDING-DATE 5/01/93 PAGE # 31
0-TO- 31-TO- 61-TO- OVER- TOTAL S.C. CUST# CUSTOMER ADDRESS ST. CITY 30 60 90 90 BAL-DUE 55276 ROGERS CARTAGE 30-D BARCELONA DRIVE SC GREENVILLE $1,031 $955 $200 $2,186.00 CUST. TOTAL..... 3,290 2,403 463 6,156.89 80960 ROHM & HAAS COMPANY ATTN TRAN DEPT BLDG 60 PA PHILADELPHIA $226 $226.00 CUST. TOTAL..... 226 226.00 70170 ROLLING ENVIRONMENTAL SE RT 322 & I-295 NJ BRIDGEPORT $287 $2,491 $2,778.82 CUST. TOTAL..... 287 2,491 2,778.82 26251 ROSS TRANSPORTATION 394 GILES ROAD OH GRAFTON $304 $304.75 CUST. TOTAL..... 304 304.75 77914 ROY BROTHERS INC 764 BOSTON ROAD MA BILLERICA $697 $697.84 CUST. TOTAL..... 697 697.84 09832 RUAN TRANSPORT BOX 855 IA DES MOINES $115 $115.00 60720 RUAN TRANSPORT 2721 INDUSTRIAL STREET WI WISCONSIN RAPI $1,555 $1,555.00 CUST. TOTAL..... 1,555 115 1,670.00 60028 RYDER BULK TRANS SERV 4025 COMMERCE AVENUE AL FAIRFIELD $360 $360.00 CUST. TOTAL..... 360 360.00 69661 RYDER TRUCK RENTAL P O BOX 1281 LA HAHNVILLE $171 $171.00 CUST. TOTAL..... 171 171.00 09740 S & J TRANSPORTATION CO U S ROUTE 40 NJ WOODSTOWN $2,029 $285 $2,314.82 CUST. TOTAL..... 2,029 285 2,314.82 89333 S D MYERS 180 SOUTH AVE OH TALLMADGE $255 $255.00 CUST. TOTAL..... 255 255.00 51892 S D WARREN COMPANY R F D #3 ME SKOWHEGAN $372 $372.36 CUST. TOTAL..... 372 372.36 75092 S.E.T. ENVIRMENTAL 450 SUMAC IL WHEELING $184 $150 $115 $449.00 CUST. TOTAL..... 184 150 115 449.00 76820 SAFETY KLEEN CORPORATION 11 TIPPING DRIVE CT BRANFORD $124 $124.00 02052 SAFETY KLEEN CORPORATION 777 BIG TIMBER ROAD IL ELGIN $113 $212 $325.00 CUST. TOTAL..... 237 212 449.00 90084 SANDERS OIL COMPANY P O BOX 70 MS LOUISVILLE $160 $160.00 CUST. TOTAL..... 160 160.00 17165 SANDOZ CHEMICALS CORP 4000 MONROE ROAD NC CHARLOTTE $95 $95.00 CUST. TOTAL..... 95 95.00 71900 SCHENECTADY INTERNATIONA CONGRESS ST & 10TH AVE NY SCHENECTADY $2,286 $260 $2,547.71 CUST. TOTAL..... 2,286 260 2,547.71 25415 SCHNEIDER NATIONAL P O BOX 2500 WI GREEN BAY $14,709 $1,626 $55- $16,280.40 57504 SCHNEIDER NATIONAL P O BOX 2700 WI GREEN BAY $2,507 $215 $2,722.74
JOB-RCPMO5 FNR 5/02/93 CO-CODE: 6 AGED ACCOUNTS RECEIVABLE ENDING-DATE 5/01/93 PAGE # 32
0-TO- 31-TO- 61-TO- OVER- TOTAL S.C. CUST# CUSTOMER ADDRESS ST. CITY 30 60 90 90 BAL-DUE 73387 SCHNEIDER NATIONAL P O BOX 2500 WI GREEN BAY $6,130 $1,012 $31 $195 $7,369.62 CUST. TOTAL..... 23,347 2,638 31 355 26,372.76 88358 SCHNEIDER TANKLINES INC 410 W 19TH STREET LA RESERVE $605 $161 $766.00 CUST. TOTAL..... 605 161 766.00 80710 SCHWERMAN TRUCKING 400 FREEMAN AVE VA CHESAPEAKE $329 $329.40 CUST. TOTAL..... 329 329.40 22115 SCHWERMAN TRUCKING CO P O BOX 5556 GA AUGUSTA $635 $400 $1,035.00 82058 SCHWERMAN TRUCKING CO 205 LISSNER AVE GA SAVANNAH $2,311 $180 $115- $2,376.92 06193 SCHWERMAN TRUCKING CO P O BOX 1601 WI MILWAUKEE $512 $180 $199- $493.38 26334 SCHWERMAN TRUCKING CO 611 S 28TH STREET WI MILWAUKEE $100- $100.05- CUST. TOTAL..... 3,459 760 414- 3,805.25 54734 SCIENTIC BRAKE P O BOX 840 MI SAGINAW $380 $380.00 CUST. TOTAL..... 380 380.00 72460 SEALAND SERVICE INC P O BOX 6020 NJ ELIZABETH $129 $129.00 CUST. TOTAL..... 129 129.00 73150 SENTRY PAINT TECHNOLOGIE 237 MILLSTREET PA DARBY $901 $292 $1,193.60 CUST. TOTAL..... 901 292 1,193.60 00455 SEVEN UP BOTTLING COMPAN 135 BAYLIS ROAD NY MELVILLE $143- $143.00- CUST. TOTAL..... 143- 143.00- 58860 SEYLLER TRANSPORTATION I 130 INDUSTRIAL DRIVE IL ALGONQUIN $18,811 $10,776 $29,587.50 CUST. TOTAL..... 18,811 10,776 29,587.50 72452 SHELL OIL COMPANY P O BOX 2463 TX HOUSTON $432 $432.00 CUST. TOTAL..... 432 432.00 75632 SHENKERS INTL P O BOX 609 LA KENNER $21 $21.20 CUST. TOTAL..... 21 21.20 50706 SICO PA WILLOW STREET $70- $70.00- CUST. TOTAL..... 70- 70.00- 07255 SICOMAC CARRIERS 273 NEW ROAD NJ PARSIPPANY $145 $145.00 CUST. TOTAL..... 145 145.00 69751 SLAY TRANSPORTATION RT 3 & MONSANTO DR IL SAUGET $214 $214.00 28417 SLAY TRANSPORTATION 1441 HAMPTON AVE MO SAINT LOUIS $524 $95 $389 $1,008.48 72107 SLAY TRANSPORTATION 145 EAST HAZELWOOD AVE NJ RAHWAY $114 $114.49 88251 SLAY TRANSPORTATION 30 EAST BARCELONA DRIVE SC GREENVILLE $625 $659 $1,284.00 CUST. TOTAL..... 1,363 754 503 2,620.97 88715 SONOCO IBC 100 ALEX STREET GA LAVONIA $2,144 $2,144.00 CUST. TOTAL..... 2,144 2,144.00 76660 SOUTHCHEM INCORPORATED P O BOX 1491 NC DURHAM $2,351 $165 $60 $90 $2,666.12 CUST. TOTAL..... 2,351 165 60 90 2,666.12
JOB-RCPMO5 FNR 5/02/93 CO-CODE: 6 AGED ACCOUNTS RECEIVABLE ENDING-DATE 5/01/93 PAGE # 33
0-TO- 31-TO- 61-TO- OVER- TOTAL S.C. CUST# CUSTOMER ADDRESS ST. CITY 30 60 90 90 BAL-DUE 22924 SOUTHEASTERN ADHESIVES C 814-D VIRGINIA ST S W NC LENOIR $200 $200.00- CUST. TOTAL..... $200 200.00 85064 SOUTHERN BULK HAULERS P O BOX 278 SC HARLEYVILLE $135- $135.00- CUST. TOTAL..... $135- $135.00- 12689 SOUTERN COATINGS & CHEM P O BOX 160 SC SUMTER $220 $220.00 CUST. TOTAL..... 220 220.00 64072 SOUTHERN LUBRICANTS P O BOX 50308 SC COLUMBIA $136 $136.00 CUST. TOTAL..... 136 136.00 52773 SPECIALIZED TANK SERVICE P O BOX 1727 TX LA PORTE $1,280 $1,160 $357 $160 $2,957.50 CUST. TOTAL..... 1,280 1,160 357 160 2,957.50 71337 SPRINTER SERVICES INC 3000 BROADWAY MI GRANDVILLE $769 $490 $1,259.00 CUST. TOTAL 769 490 1,259.00 90032 ST LOUIS COUNTY PARK & R 41 SOUTH CENTRAL AVE MO CLINTON $288 $288.00 CUST. TOTAL..... 288 288.00 05701 STAR CHEMICAL COMPANY 4360 SAN CARLOS DRIVE GA MACON $160 $160.00 CUST. TOTAL..... 160 160.00 89998 STEER TANK LINES INC P O BOX 1819 TX AMARILLO $259 $259.70 CUST. TOTAL..... 259 259.70 71534 STEPHENS ENTERPRIZE 796 BAY BRIDGE RD AL PRICHARD $15- $15.00- CUST. TOTAL.... 15- 15.00- 83816 STOLT NEILSON INC INTERNATIONAL BILLING ON NJ SOMERSET $200- $200.00- 57565 STOLT NEILSON INC INTERNATIONAL BILLING ON TX HOUSTON $365 $2,210 $2,575.00 CUST. TOTAL..... 365 2,010 2,375.00 67555 STOLT-NEILSON 285 DAVIDSON AVENUE NJ SOMERSET $12,051 $7,869 $11 $1,434 $21,366.50 59568 STOLT-NEILSON TX HOUSTON $175- $175.00- 89450 STOLT-NEILSON P O BOX 96438 TX HOUSTON $29,750 $29,930 $21,860 $81,540.00 CUST. TOTAL..... 41,801 37,799 21,871 1,259 102,731.50 51110 SUNDOWN EQUIPMENT 706 MONTEBEK ON MISSISSAUGA $185- $185.00- CUST. TOTAL..... 185- 185.00- 78634 SUNDOWN TANK LINES LTD P O BOX 147 ON MISSISSAUGA $414 $414.72 CUST. TOTAL..... 414 414.72 81364 SUPERIOR CARRIER 113 ETHAN ALLEN PKWY VT BENNINGTON $1,537 $1,231 $144 $2,913.84 CUST. TOTAL 1,537 1,231 144 2,913.84 85581 SUPERIOR CARRIERS 3938 GOSHEN INDUSTRIAL B GA AUGUSTA $3,249 $3,128 $904 $160- $7,122.00 80326 SUPERIOR CARRIERS 2105 W 162ND STREET IL MARKHAM $752 $195 $339 $1,286.98 28524 SUPERIOR CARRIERS P O BOX 1200 ME PORTLAND $747 $1,809 $525 $225 $3,308.09 60397 SUPERIOR CARRIERS 6028 OLD MT HOLLY RD NC CHARLOTTE $468 $321 $120 $910.48
JOB-RCPMO5 FNR 5/02/93 CO-CODE: 6 AGED ACCOUNTS RECEIVABLE ENDING-DATE 5/01/93 PAGE # 34
0-TO- 31-TO- 61-TO- OVER- TOTAL S.C. CUST# CUSTOMER ADDRESS ST. CITY 30 60 90 90 BAL-DUE 85582 SUPERIOR CARRIERS 1071 BOULDER RD NC GREENSBORO $967 $1,058 $2,025.00 03029 SUPERIOR CARRIERS BERKSHIRE VALLEY ROAD NJ KENVIL $1,274 $1.908 $869 $845 $4,898.74 58699 SUPERIOR CARRIERS 4983 PROVIDENT DRIVE OH CINCINNATI $1,900 $1,694 $170 $7 $3,771.91 81427 SUPERIOR CARRIERS P O BOX 448 TN CHARLESTON $985 $1,341 $112 $2,440.28 70334 SUPERIOR CARRIERS 101 REGIONAL DR TN KINGSPORT $1,184 $1,224 $141 $12- $2,537.65 60029 SUPERIOR CARRIERS P O BOX 580 VA MARION $19,640 $23,286 $2,046 $601 $45,574.86 CUST. TOTAL..... 31,169 35,967 4,996 1,741 73,875.99 76241 SUPERIOR TANK TRAILER 1423 S WESTERN PARKWAY KY LOUISVILLE $130 $130.00 CUST. TOTAL..... 130 130.00 80250 SURPASS CHEMICAL CO, INC 1254 BROADWAY NY ALBANY $445 $445.20 CUST. TOTAL..... 445 445.20 88441 SUTTLE TRANSPORTATION P O BOX 428 MI GRAYLING $204 $204.12 CUST. TOTAL..... 204 204.12 57534 SUTTLES TRUCK LEASING P O BOX 129 AL DEMOPOLIS $10,101 $3,314 $13,415.73 58079 SUTTLES TRUCK LEASING IN 6725 WEST PIKE OH ZANESVILLE $475 $475.00 88724 SUTTLES TRUCK LEASING, I P O BOX 6686 GA ATLANTA $2,137 $669 $2,806.00 CUST. TOTAL..... 12,713 669 3,314 16,696.73 65023 SUTTONS INTL (N A) INC 25 S MAIN ST/SUITE 10 NJ EDISON $3,254 $1,984 $5,238.00 CUST. TOTAL..... 3,254 1,984 5,238.00 86775 SYNTECH 14822 HOOPER ROAD TX HOUSTON $945 $945.00 CUST. TOTAL..... 945 945.00 19853 T & T CHEMICAL COMPANY 101 NORTH PARK AVE AR EL DORADO $1,041 $1,014.71 CUST. TOTAL..... 1,041 1,041.71 56884 T D S I 36TH & MOORE STREETS PA PHILADELPHIA $307 $307.09 CUST. TOTAL..... 307 307.09 72544 TANK CLEANING SERVICES 1420 CLUMBUS AVE VA PORTSMOUTH $903 $903.80 CUST. TOTAL..... 903 903.80 00242 TANK TRUCK TRANSPORT 15 BRYDON DRIVE ON REXDALE $240 $240.00 82653 TANK TRUCK TRANSPORT 610 DIXON ROAD REXDALE ON REXDALE $223 $223.56 CUST. TOTAL..... 463 463.56 73007 TANKER TRANSPORT NORTH 16TH AVE WA YAKIMA $15- $15.00- CUST. TOTAL..... 15- 15.00- 67285 TECHNICAL PRODUCTS 3900 TUCKER AVENUE KY LOUISVILLE $166 $166.66 CUST. TOTAL..... 166 166.66 79753 TENNESSEE VALLEY PERFORM 2115 MANUFACTURERS RD TN DAYTON $264- $264.80- CUST. TOTAL..... 264- 264.80- 76847 TEXACO INT TRADERS INC 2723 YALE STREET TX HOUSTON $230 $169 $219 $77- $535.75 CUST. TOTAL..... 230 163 219 77- 535.75
JOB-RCPMO5 FNR 5/02/93 CO-CODE: 6 AGED ACCOUNTS RECEIVABLE ENDING-DATE 5/01/93 PAGE # 35
0-TO- 31-TO- 61-TO- OVER- TOTAL S.C. CUST# CUSTOMER ADDRESS ST. CITY 30 60 90 90 BAL-DUE 56940 TEXACO REF & MARKETING P O BOX 4785 TX HOUSTON $170 $170.00 79351 TEXACO REF & MARKETING P O BOX 4785 TX HOUSTON $310 $310.50 CUST. TOTAL..... 480 480.50 08256 THE GEO A RHEMAN CO INC 1069 LINCOLN AVE SC N CHARLESTON $3,997 $11 $4,008.75 CUST. TOTAL..... 3,997 11 4,008.75 63699 TIDEWATER TRANSIT P O BOX 189 NC KINSTON $125- $125.00- 55277 TIDEWATER TRANSIT P O BOX 2133 NC WILMINGTON $212 $225- $13.00- 77066 TIDEWATER TRANSIT 1045 TIDEWATER COURT TN KINGSPORT $145 $145.00 CUST. TOTAL..... 357 350- 7.00 87252 TIDEWATER TRANSPORT P O BOX 870 SC COWPENS $1,630 $1,630.00 CUST. TOTAL..... 1,630 1,630.00 58084 TIONA P O BOX 90 MO BUTLER $361 $24- $336.80 CUST. TOTAL..... 361 24- 336.80 79551 TIPHOOK plc 1225 NORTH LOOP WEST TX HOUSTON $60 $60.00 CUST. TOTAL..... 60 60.00 85333 TITANK AGENCIES USA INC 4606 FM 1960 WEST TX HOUSTON $5,109 $2,077 $880 $3,147 $11,214.00 CUST. TOTAL.... 5,109 2,077 880 3,147 11,214.00 90246 TOBACCO CONTRACTOR 800 ASPHALT ROAD NC KINSTON $90 $90.00 CUST. TOTAL..... 90 90.00 C 86890 TOTAL DISTRIBUTION SERVI 106 EATONS NECK ROAD NY NORTHPORT $212 $212.00 CUST. TOTAL..... 212 212.00 71034 TOWNLEY PRODUCTS INC 2294 TRIPALDI WAY CA HAYWARD $74- $74.20- CUST. TOTAL..... 74- 74.20- 10686 TR-METRO CHEMICALS INC P O BOX 376 NJ RIDGEFIELD $101 $101.65 CUST. TOTAL..... 101 101.65 89336 TRANS ATLANTIC 48647 STREET-RT-285 OH CALDWELL $1,273 $1,273.06 CUST. TOTAL..... 1,273 1,273.06 73064 TRANS OCEAN TANK SERVICE 397-405 ARCHWAY RD EN LONDON $434 $141 $575.50 CUST. TOTAL..... 434 141 575.50 72328 TRANSPORT CO OF TEXAS 5503 AGNES STREET TX CORPUS CHRISTI $91- $91.60- CUST. TOTAL..... 91- 91.60- 68201 TRANSPORT INC P O BOX 400 MN MOORHEAD $3,376 $1,090 $4,466.50 CUST. TOTAL..... 3,376 1,090 4,466.50 80533 TRANSPORT SERVICE RT 3/SUITE A GA WINDER $297 $132 $429.52 88153 TRANSPORT SERVICE 751 TERY DRIVE IL JOILET $169 $430 $196 $795.81 CUST. TOTAL..... 169 727 328 $1,225.33
JOB-RCPMO5 FNR 5/02/93 CO-CODE: 6 AGED ACCOUNTS RECEIVABLE ENDING-DATE 5/01/93 PAGE # 36
0-TO- 31-TO- 61-TO- OVER- TOTAL S.C. CUST# CUSTOMER ADDRESS ST. CITY 30 60 90 90 BAL-DUE 28525 TRANSPORT SERVICE CO 5140 WEST 41ST STREET IL CHICAGO $2,226 $2,226.57 02820 TRANSPORT SERVICE CO 908 ELM STREET SUITE 101 IL HINSDALE $6,057 $6,859 $840 $2,396 $16,153.41 88051 TRANSPORT SERVICE CO 9312 SOUTH RIVER ROAD LA PLAQUEMINE $190 $190.50 58704 TRANSPORT SERVICE CO SALZBURG ROAD MI MIDLAND $137 $137.48 CUST. TOTAL..... 6,057 6,859 840 4,951 18,707.96 72212 TRANSPORT SERVICES 1949 VICTORIA STREET TX FREEPORT $172 $172.00 CUST. TOTAL..... 172 172.00 76769 TRANSPORT SERVICES CO P O BOX 511 TN LOUDON $202 $202.30 CUST. TOTAL..... 202 202.30 26636 TRI ALLWASTE 50-C CAVEN POINT AVENUE NJ JERSEY CITY $163 $163.38 CUST. TOTAL..... 163 163.38 70353 TRI COUNTY 3432 GEMBRIT CIRCLE MI KALAMAZOO $95 $95.00 CUST. TOTAL..... 95 95.00 88465 TRI TANK CO 115 FARRELL RD NY SYRACUSE $203 $203.30 CUST. TOTAL..... 203 203.30 86842 TRIMAC 3453 ENTERPRISE AVE CA HAYWARD $4,660 $900 $5,560.00 83939 TRIMAC 3710 CAVE RUN ROAD KY LOUISVILLE $135 $346 $909 $1,390.49 83812 TRIMAC CROWN POINT ROAD NJ PAULSBORO $426 $426.00 62273 TRIMAC PINEVILLE ROAD TN CHATTANOOGA $613 $200 $813.63 CUST. TOTAL..... 5,834 900 346 1,109 8,190.12 89941 TRIMAC #52 4025 COMMERCE AVENUE AL FAIRFIELD $155 $155.00 CUST. TOTAL..... 155 155.00 28419 TRIMAC BULK TRANS INC KY LOUISVILLE $105 $105.15 81237 TRIMAC BULK TRANS INC 1415 PENN CITY RD TX HOUSTON $746 $2,818 $3,564.56 CUST. TOTAL..... 746 2,923 3,669.71 79552 TRIMAC BULK TRANSPORTATI RT 2 BOX 217 SC ORANGEBURG $250 $250.56 CUST. TOTAL..... 250 250.56 50846 TRIMAC TRANSPORT SYSTEMS P O BOX 3500 AB CALGARY $455 $205 $907 $1,567.03 81156 TRIMAC TRANSPORT SYSTEMS RT 1 BOX 72A AL DECATUR $201 $201.96 80314 TRIMAC TRANSPORT SYSTEMS P O BOX 2605 AL MOBILE $201 $200 $293 $362 $1,057.73 82101 TRIMAC TRANSPORT SYSTEMS 3453 ENTERPRISE AVENUE CA HAYWARD $1,410 $1,410.00 82010 TRIMAC TRANSPORT SYSTEMS 719 E 120TH STREET IL CHICAGO $129 $129.00 88329 TRIMAC TRANSPORT SYSTEMS P O BOX 1649 KY ASHLAND $261 $261.94 07254 TRIMAC TRANSPORT SYSTEMS 5385 HOOPER ROAD LA BATON ROUGE $296 $579 $875.59 82005 TRIMAC TRANSPORT SYSTEMS P O BOX 1020 LA HAHNVILLE $974 $435 $1,410.19 57846 TRIMAC TRANSPORT SYSTEMS P O BOX 2410 MI MIDLAND $370 $370.00 72505 TRIMAC TRANSPORT SYSTEMS 1622 PARKER DR NC CHARLOTTE $916 $120 $1,036.84 59022 TRIMAC TRANSPORT SYSTEMS 5000 MONTROSE ROAD ON NIAGARA FALLS $1,033 $1,033.56 01123 TRIMAC TRANSPORT SYSTEMS 2330 WYECROFT RD ON OAKVILLE $130 $130.00 09261 TRIMAC TRANSPORT SYSTEMS 1453 CONFEDERATION STREE ON SARNIA $340 $1,392 $1,732.00 67422 TRIMAC TRANSPORT SYSTEMS P O BOX 488 ON SARNIA $148 $621 $769.40 52747 TRIMAC TRANSPORT SYSTEMS 121 DELTA TX PASADENA $687 $687.06 CUST. TOTAL..... 4,395 865 423 6,987 12,672.30
JOB-RCPMO5 FNR 5/02/93 CO-CODE: 6 AGED ACCOUNTS RECEIVABLE ENDING-DATE 5/01/93 PAGE # 37
0-TO- 31-TO- 61-TO- OVER- TOTAL S.C. CUST# CUSTOMER ADDRESS ST. CITY 30 60 90 90 BAL-DUE 78843 TRIMAC TRANSPORTATION RT 1-PO BOX 365 KY BRANDENBURG $180 $180.00 CUST. TOTAL..... 180 180.00 89817 TRUCK TRANSPORT IA MADISON $102 $102.36 CUST. TOTAL..... 102 102.36 74613 TRUCK TRANSPORT INC 901 N 61ST STREET IL EDGEMONT $986 $986.50 07943 TRUCK TRANSPORT INC P O BOX 370 LA LA PLACE $716 $716.84 04198 TRUCK TRANSPORT INC 2275 CASSENS DRIVE MO FENTON $517 $517.05 53062 TRUCK TRANSPORT INC 10825 WATSON ROAD MO SAINT LOUIS $232 $232.86 80851 TRUCK TRANSPORT INC 7717 ALABAMA ST MO SAINT LOUIS $5,704 $3,776 $3,566 $13,047.85 78250 TRUCK TRANSPORT INC P O BOX 1426 TX LA PORTE $135 $135.00 CUST. TOTAL..... 5,704 3,776 6,155 15,636.10 83620 U S ARMY FINANCE & ACCOUNTING OFF NJ FORT DIX $3,305 $441 $3,747.04 CUST. TOTAL..... 3,305 441 3,747.04 82191 ULRICH CHEMICAL CO 3111 NORTH POST RD IN INDIANAPOLIS $145 $435 $580.00 CUST. TOTAL..... 145 435 580.00 13731 UNION CARBIDE CORPORATIO 39 OLD RIDGEBERRY ROAD CT DANBURY $353 $353.60 76296 UNION CARBIDE CORPORATIO 39 OLD RIDGEBERRY ROAD CT DANBURY $739 $35 $774.44 26319 UNION CARBIDE CORPORATIO P O BOX 4488 WV CHARLESTON $184- $184.18- 83870 UNION CARBIDE CORPORATIO P O BOX 4008/EDI BILLING WV CHARLESTON $646 $646.25 71285 UNION CARBIDE CORPORATIO P O BOX 8004/BLDG 82-248 WV S CHARLESTON $947- $947.40- 01917 UNION CARBIDE CORPORATIO P O BOX 180 WV SISTERSVILLE $9,062 $625 $95- $185 $9,778.50 CUST. TOTAL..... 9,802 625 95- 89 10,421.21 65926 UNION PACIFIC RAILROAD C 1416 DODGE STREET NE OMAHA $6,680 $616- $6,064.00 CUST. TOTAL..... 6,680 616- 6,064.00 86267 UNITED TRANSPORT OF E LO P O BOX 428 MA EAST LONGMEADO $140 $343- $203.00- CUST. TOTAL..... 140 343- 203.00- 84335 UNITED TRANSPORT TANK CN 15600 JOHN F KENNEDY BLVD TX HOUSTON $275 $275.00 89483 UNITED TRANSPORT TANKON 150 CLOVE ROAD NJ LITTLE FALLS $499 $1,794 $2,293.36 CUST. TOTAL..... 774 1,794 2,568.36 81494 UNITEK ENVIRONMENTAL 2889 MOKUMOA ST HI HONOLULU $7,634 $7,634.00 CUST. TOTAL..... 7,634 7,634.00 85835 UNIVERSAL PETROLEUM TANK 1136 E 9TH STREET FL JACKSONVILLE $250 $267 $517.50 CUST. TOTAL..... 250 267 $517.50 08278 UNOCAL CORPORATION 1350 E BATTLES ROAD CA SANTA MARIA $560 $560.00 CUST. TOTAL..... 560 560.00 85770 UPJOHN COMPANY 7171 PORTAGE ROAD MI KALAMAZOO $560 $560.00 CUST. TOTAL..... 560 560.00 55279 USHER TRANSPORT 3801 SHANKS LANE KY LOUISVILLE $7,981 $4,505 $20- $12,466.50 CUST. TOTAL..... 7,981 4,505 20- 12,466.50
JOB-RCPMO5 FNR 5/02/93 CO-CODE: 6 AGED ACCOUNTS RECEIVABLE ENDING-DATE 5/01/93 PAGE # 38
0-TO- 31-TO- 61-TO- OVER- TOTAL S.C. CUST# CUSTOMER ADDRESS ST. CITY 30 60 90 90 BAL-DUE 03598 V C TANK LINES 1020 KENNEDY AVENUE IN SCHERERVILLE $1,583 $922 $392 $85 $2,982.91 CUST. TOTAL..... 1,583 922 392 85 2,982.91 53030 VALSPAR CORPORATION 1647 ENGLISH ROAD NC HIGH POINT $2,148 $2,148.00 CUST. TOTAL..... 2,148 2,148.00 10226 VAN WATERS & ROGERS 2256 JUNCTION AVE CA SAN JOSE $200- $200.00- 85610 VAN WATERS & ROGERS 4300 HOLLY STREET CO DENVER $235 $235.00 04945 VAN WATERS & ROGERS 59865 MARKET STREET IN SOUTH BEND $411 $411.00 50182 VAN WATERS & ROGERS 34200 VWR LANE LA GEISMAR $2,477 $1,329- $1,148.38 54489 VAN WATERS & ROGERS LA SAINT GABRIEL $154- $154.18- 04298 VAN WATERS & ROGERS 26601 RICHMOND ROAD OH BEDFORD HGHTS $220 $220.00 28261 VAN WATERS & ROGERS P O BOX 4579 TX HOUSTON $1,610 $160 $1,770.00 CUST. TOTAL..... 4,733 160 1,463- 3,430.20 88714 VC TANK LINES P O BOX 147 IN SCHERERVILLE $129 $118 $115 $362.82 CUST. TOTAL..... 129 118 115 362.82 08099 VIRKLER CHEMICAL COMPANY 12345 STEEL CREEK ROAD NC CHARLOTTE $1,145 $950 $2,095.00 CUST. TOTAL..... 1,145 950 2,095.00 05610 VISTA CHEMICAL P O BOX 727 LA WESTLAKE $290 $290.00 19020 VISTA CHEMICAL P O BOX 219798 TX HOUSTON $136 $136.74 CUST. TOTAL..... 426 426.74 74599 VOLUME TRANSPORT 1230 SHAWSON DR ON MISSISSAUGA $102 $102.60 CUST. TOTAL..... 102 102.60 86260 VULCAN MATERIAL CORP ASHLAND ROAD LA GEISMAR $235 $235.00 CUST. TOTAL..... 235 235.00 61013 W R GRACE & COMPANY 5210 PHILLIPS LEE DRIVE GA ATLANTA $35 $35.00 19916 W R GRACE & COMPANY P O BOX 286 IL WATSEKA $236 $236.00 03455 W R GRACE & COMPANY 460 HOLLYWOOD AVENUE NJ S PLAINSFIELD $514 $514.53 78570 W R GRACE & COMPANY P O BOX 24999 SC GREENVILLE $75 $70 $145.00 59114 W R GRACE & COMPANY 400 GEORGIA AVENUE TX DEER PARK $200 $200.00 CUST. TOTAL..... 75 70 985 1,130.53 10577 W R GRACE CONSTRUCTION D 2133 85TH STREET NJ N BERGEN $201 $201.40 CUST. TOTAL..... 201 201.40 77662 W T S OF HOUSTON INC 2723 YALE STREET TX HOUSTON $520 $870 $520 $790 $2,700.00 CUST. TOTAL..... 520 870 520 790 2,700.00 61034 WAYNE BOST TRUCKING ROUTE 11 NC SAILISBURY $1,549 $455 $2,004.00 CUST. TOTAL..... 1,549 455 2,004.00 53309 WEST CENTRAL ENVIRONMNTL P O BOX 83 NY RENSSELAER $1,721 $586 $890 $3,198.25 CUST. TOTAL..... 1,721 586 890 3,198.25 81359 WESTBANK HARBOR SERVICES 35108 SR7 OH SARDIS $2 $2.40 CUST. TOTAL..... 2 2.40
JOB-RCPMO5 FNR 5/02/93 CO-CODE: 6 AGED ACCOUNTS RECEIVABLE ENDING-DATE 5/01/93 PAGE # 39
0-TO- 31-TO- 61-TO- OVER- TOTAL S.C. CUST# CUSTOMER ADDRESS ST. CITY 30 60 90 90 BAL-DUE 54924 WESTERN COMMERCIAL TRANS P O BOX 270 TX FORT WORTH $115 $115.00 CUST. TOTAL..... 115 115.00 76408 WHARTON TRANSPORT P O BOX 13068 TN MEMPHIS $270 $80 $350.70 CUST. TOTAL..... 270 80 350.70 07515 WHEELER TRANSPORT P O BOX 24248 NE OMAHA $1,622 $108- $1,514.50 CUST. TOTAL..... 1,622 108- 1,514.50 08561 WIKEL BULK EXPRESS ROUTE 13 OH HURON $685 $1,091 $1,776.00 CUST. TOTAL..... 685 1,091 1,776.00 90163 WILCUR INC 145 ROREST ROAD IL LA GRANGE PARK $174 $174.00 CUST. TOTAL..... 174 174.00 89871 WILEY SANDERS AL MOBILE $449 $449.82 90240 WILEY SANDERS P O DRAWER 707 AL TROY $1,125 $1,125.40 CUST. TOTAL..... 1,575 1,575.22 66789 WILLETT COMPANY 211 E COLUMBUS DRIVE IN E CHICAGO $170 $170.00 CUST. TOTAL..... 170 170.00 88145 WILMINGTON COCA-COLA BOTTLING WORKS INC NC WILMINGTON $365 $365.00 CUST. TOTAL..... 365 365.00 81053 WIM VOS USA INC 2 JOURNAL SQUARE NJ JERSEY CITY $520 $520 $1,040.00 89643 WIM VOS USA INC 500 PLAZA DRIVE 6TH FLOO NJ SECAUCUS $260 $260.00 CUST. TOTAL..... 520 260 520 1,300.00 04100 WITCO CORPORATION 633 COURT STREET NY BROOKLYN $384 $384.00 CUST. TOTAL..... 384 384.00 58080 WYNNE TRANSPORT P O BOX 1048 DTS NE OMAHA $2,044 $2,044.85 CUST. TOTAL..... 2,044 2,044.85 00815 YELLOWSTONE VALLEY CHEM P O BOX 957 MT BILLINGS $220- $220.00- CUST. TOTAL..... 220- 220.00- 83538 YOUNGER BROTHERS 796 BAY BRIDGE ROAD AL PRICHARD $26- $26.50- 05212 YOUNGER BROTHERS 99 UNIVERSITY AVENUE GA ATLANTA $1,170 $1,551 $566 $644- $2,643.00 03031 YOUNGER BROTHERS P O BOX 15607 LA BATON ROUGE $1,482 $2,677 $110 $4,270.50 89662 YOUNGER BROTHERS P O BOX 16471 LA LAKE CHARLES $182 $182.00 04555 YOUNGER BROTHERS 4904 GRIGGS ROAD TX HOUSTON $1,645 $2,157 $420 $4,920 $9,142.50 06534 YOUNGER BROTHERS P O BOX 14048 TX HOUSTON $300 $247 $548.43 84614 YOUNGER BROTHERS 2575 W BELLFORTE TX HOUSTON $210 $238 $172 $620.00 03864 YOUNGER BROTHERS P O BOX 984 WV SAINT ALBANS $138 $180 $318.75 CUST. TOTAL..... 4,807 6,944 1,585 4,360 17,698.68 90247 3 R INCORPORATED OF CHAR 2900 RIVERS AVENUE SC CHARLESTON $50 $50.00 CUST. TOTAL..... 50 50.00 70042 7-7 INC 607 FREEDLANDER RD OH WOOSTER $185 $30 $215.00 CUST. TOTAL..... 185 30 215.00 OVER-365-DAYS... 55,139 *** O TO Z *** 309,264 139,889 34,548 90,787 574,490.64 OVER-365-DAYS... 207,229 6-COMPANY TOTAL..... 795,903 315,993 88,074 405,463 1,605,435.27
CHEMICAL LEAMAN TANK LINES, INC. SUMMARY Summary of Chemical Leaman Tank Lines, Inc. aged accounts receivable as of May 1, 1993 (showing detailed aging over 90 days from invoice date) total $24,542,350. =========== RCP017 AGED ACCOUNTS RECEIVABLE AS OF 4/30/93
CO CUST NAME 0-90 91-120 121-150 151-180 181-210 OVER 0 007893 .00 .00 .00 .00 27.50 .00 0 079807 A B B POWER T & D CO 5,255.22 .00 .00 .00 .00 .00 0 083782 A B B POWER T & D CO 7,112.00 .00 .00 .00 .00 .00 0 081975 A B C COMPOUNDING COMPANY 27.50 .00 .00 .00 .00 .00 0 090002 A E S BEAVER VALLEY 4,375.10 .00 .00 .00 .00 .00 0 060803 A H SMITH .00 .00 .00 .00 20.00 .00 0 088369 A HARRISON & CO INC 1,930.50 .00 .00 .00 .00 .00 0 086942 A O SMITH CORP 2,515.38 .00 .00 .00 .00 .00 0 018270 A O SMITH CORPORATION 330.00 .00 .00 .00 .00 .00 0 053507 A O SMITH CORPORATION 1,350.00 .00 .00 .00 .00 .00 0 081384 A O SMITH CORPORATION 1,896.00 .00 .00 .00 .00 .00 0 086206 A O SMITH CORPORATION 82.50 82.50 .00 .00 .00 .00 0 088065 A O SMITH CORPORATION 1,323.96 .00 .00 .00 .00 .00 0 076254 A SCHULMAN INC .00 .00 .00 .00 .00 55.00 0 082153 A SCHULMAN .00 .00 .00 .00 .00 82.50 0 025619 A T & T 4,651.20 .00 .00 .00 .00 .00 0 057838 A W COMPOUNDERS .00 .00 .00 .00 55.00 .00 0 005724 ABB POWER T & D COMPANY 1,895.12 .00 .00 .00 .00 .00 0 084236 ABB POWER T & D COMPANY .00 .00 .00 .00 .00 275.00 0 088301 ABB POWER T & D COMPANY .00 602.35 .00 .00 .00 .00 0 018338 ABBOTT LABORATORIES 3,490.10 .00 .00 .00 .00 .00 0 082951 ABBOTT LABORATORIES 4,041.74 .00 .00 .00 .00 .00 0 089910 ABC TRAFFIC SERVICE 5,811.00 .00 .00 .00 .00 .00 0 000130 ABCO 75.00 2,981.88 .00 .00 .00 .00 0 053282 ABSORPTION SYSTEMS INC. 10,561.81 5,528.03 .00 .00 .00 .00 0 083835 ACCENT STRIPE CO 4,168.00 .00 .00 .00 .00 .00 0 073385 ACCOUNTS RECEIVABLE 704.00- .00 .00 .00 .00 .00 0 089077 ACCU PAC INC 110.00 .00 .00 .00 .00 .00 0 079319 ACE CORP .00 .00 .00 .00 .00 1,762.50 0 058739 ACE HARDWARE CORP 357.50 .00 .00 .00 .00 .00 0 055539 ACE PAPER PRODUCTS 576.50 .00 .00 .00 .00 .00 0 072036 ACERLAN 4,010.00 .00 .00 .00 .00 .00 0 003773 ACHEM CORPORATION 105.00 .00 .00 .00 .00 .00 0 052663 ACID PRODUCTS CO INC .00 .00 .00 .00 .00 413.77 0 000230 ACME BORDEN 11,655.29 .00 .00 .00 .00 .00 0 009734 ACME RESIN CORPORATION 660.00 .00 .00 .00 .00 .00 0 010327 ACTO KLEEN COMPANY 959.80 .00 .00 .00 .00 .00 0 074621 ACUCOTE INC 110.00 .00 .00 .00 .00 .00 0 015601 ADCOM METALS COMPANY INC .00 .00 .00 .00 .00 247.50 0 075608 ADM TRANSPORT 290.00 .00 .00 .00 .00 .00 0 010248 ADVANCE TRANSMIT MIX .00 .00 .00 .00 .00 200.00 0 024115 ADVANCE AEROMATICS 27.50 .00 .00 .00 .00 .00 0 013543 AEROVOX INDUSTRIES INC 220.00 82.50 .00 .00 .00 330.00 0 072191 AEROVE PACIFIC .00 .00 .00 .00 .00 27.50 0 089937 AQ DIV CIBA-GEIGY CORP 110.00 .00 .00 .00 .00 .00 0 084971 AG ORGANICS 2,021.89 .00 .00 .00 .00 .00 0 082915 AGWAY INC 23.00 .00 .00 .00 .00 .00 0 000660 AIR PRODUCTS & CHEMICALS 32,864.75 210.00 .00 .00 .00 648.00 0 000890 AIR PRODUCTS & CHEMICALS 2,654.18 .00 .00 .00 .00 .00 0 001271 AIR PRODUCTS & CHEMICALS 3,588.00 .00 .00 .00 .00 .00 0 039670 AIR PRODUCTS & CHEMICALS 11,858.65 .00 .00 .00 .00 .00
RCP017 AGED ACCOUNTS RECEIVABLE AS OF 4/30/93
CO CUST NAME 0-90 91-120 121-150 151-180 181-210 OVER 0 068983 AIR PRODUCTS & CHEMICALS 540.72 .00 .00 .00 .00 .00 0 090059 AIR PRODUCTS & CHEMICALS 1,173.00 .00 .00 .00 .00 .00 0 001158 AIRCO INDUSTRIES GASES .00 469.21 .00 .00 .00 .00 0 005256 AIRCO INDUSTRIES GASES 1,062.00 .00 .00 .00 .00 .00 0 007177 AIRCO INDUSTRIES GASES 4,245.78 .00 .00 .00 .00 .00 0 015823 AIRCO INDUSTRIES GASES 32,666.95 .00 .00 .00 .00 .00 0 065189 AIRCO INDUSTRIES GASES 1,026.60 .00 .00 .00 .00 .00 0 071826 AIRCO INDUSTRIES GASES 20,600.50 .00 .00 .00 .00 .00 0 089243 AIRCO INDUSTRIES GASES 8,986.55 .00 .00 .00 .00 .00 0 016930 AKRON CITY HOSPITAL 849.50 .00 .00 .00 .00 .00 0 010464 AKRON DISPERSIONS 524.00 .00 .00 .00 .00 .00 0 079280 AKZO CHEMICALS 55.00 .00 .00 .00 .00 .00 0 004590 AKZO CHEMICALS INC 2,776.00 .00 .00 .00 .00 .00 0 023132 AKZO CHEMICALS INC 5,887.50 .00 .00 .00 .00 .00 0 028980 AKZO CHEMICALS INC 4,296.12 .00 .00 .00 .00 .00 0 051815 AKZO CHEMICALS INC 25.00 .00 .00 .00 .00 .00 0 068866 AKZO CHEMICALS INC 33,809.80 .00 .00 .00 .00 612.00 0 075350 AKZO CHEMICALS INC 1,389.60 .00 .00 .00 .00 .00 0 078000 AKZO CHEMICALS INC 7,567.96 .00 .00 .00 .00 .00 0 078040 AKZO CHEMICALS INC 9,155.69 .00 .00 .00 .00 .00 0 078070 AKZO CHEMICALS INC 3,552.55 .00 .00 .00 .00 .00 0 078887 AKZO CHEMICALS INC 2,974.69 .00 .00 .00 .00 .00 0 088745 AKZO CHEMICALS INC 5,632.50 .00 10,890.00 .00 .00 .00 0 074507 AKZO COATINGS AMERICA INC 247.50 .00 .00 .00 .00 .00 0 068590 AKZO COATINGS INC .00 .00 .00 .00 .00 948.00 0 068630 AKZO COATINGS INC 646.48 .00 .00 .00 .00 .00 0 086868 AKZO COATINGS INC 330.00 .00 357.50 55.00 .00 .00 0 022800 AKZO SALT INC 2,264.75 .00 .00 .00 .00 .00 0 005719 ALBRIGHT & WILSON AMERICA 7,698.23 .00 .00 .00 .00 .00 0 068562 ALCAN ROLLED PRODUCTS 27.50 .00 .00 .00 .00 137.50 0 076624 ALCHEM PRODUCTS .00 .00 .00 .00 .00 2,693.00 0 088592 ALCOA ALUMINUM .00 1,749.00 2,161.00 .00 .00 .00 0 088067 ALCOA SPECIALTY CHEMICALS 3,954.22 .00 .00 .00 .00 .00 0 010125 ALEX C FERGUSSON CO 11,548.10 1,577.20 .00 .00 .00 391.90- 0 089985 ALISO WATER MGMT AGENCIES 588.40 .00 .00 .00 .00 .00 0 088300 ALKO AMERICA .00 .00 .00 .00 1,406.99 .00 0 087558 ALL AMERICAN GOURMET 83.50 .00 .00 .00 27.50 .00 0 085103 ALL AMERICAN READY MIX IN .00 .00 40.00 .00 .00 .00 0 054663 ALL CHEMICAL .00 .00 165.00 110.00 .00 137.50 0 089888 ALL TANK TRANSPORT 1,480.00 .00 .00 .00 .00 .00 0 004436 ALLEGHENY LUDLUM STEEL 82.50 .00 55.00 .00 .00 27.50 0 068399 ALLEGHENY LUDLUM STEEL 55.00 .00 .00 .00 .00 .00 0 080716 ALLEGHENY PARTICLEBOARD .00 .00 .00 .00 .00 250.00 0 001160 ALLENTOWN CEMENT COMPANY 97,425.99 159.16 .00 59.74- .00 2,638.31 0 008404 ALLENTOWN CEMENT COMPANY 1,041.16 .00 .00 .00 .00 .00 0 070641 ALLIANCE AGRANOMICS 10,434.02 .00 .00 .00 .00 .00 0 001630 ALLIANCE CHEMICAL COMPANY .00 .00 55.00 .00 .00 .00 0 090090 ALLIANCE FERTILIZER CORP 849.00 .00 .00 .00 .00 .00 0 085169 ALLIANCE PAINT AND COATING .00 .00 .00 .00 .00 27.50 0 081201 ALLIED CHEMICAL 3,112.73 .00 .00 .00 .00 .00 0 020486 ALLIED COLLOIDS INC 147.00 .00 .00 .00 550.00 .00
RCP017 AGED ACCOUNTS RECEIVABLE AS OF 4/30/93
CO CUST NAME 0-90 91-120 121-150 151-180 181-210 OVER 0 072358 ALLIED PROCESSORS 137.50 .00 .00 .00 .00 302.50 0 001431 ALLIED-SIGNAL INC 196.00 435.00 4,809.38 .00 .00 .00 0 007040 ALLIED-SIGNAL INC 23,445.60 .00 .00 .00 .00 .00 0 015005 ALLIED-SIGNAL INC 62,842.71 138.00 50.00 25.00 66.00 2,787.80- 0 016035 ALLIED-SIGNAL INC 72.00 .00 .00 .00 .00 .00 0 055076 ALLIED-SIGNAL INC 1,728.00 .00 .00 .00 .00 .00 0 086928 ALLIED-SIGNAL INC 20,665.12 .00 2,576.00 .00 .00 .00 0 088974 ALLIED-SIGNAL INC 134,122.84 7,918.00 .00 .00 .00 .00 0 089481 ALLIED-SIGNAL INC 26,516.00 .00 .00 .00 .00 .00 0 089597 ALLIED-SIGNAL INC 8,809.00 .00 .00 .00 .00 .00 0 051486 ALP LIGHTING 110.00 .00 .00 .00 .00 .00 0 010685 ALPHA CHEMICAL CORP .00 .00 .00 .00 .00 82.50 0 089644 ALTERNATE CIRCUIT TECHNOL 550.00 .00 .00 .00 .00 .00 0 039045 ALUMAX ALUMINUM CORP 263.73 .00 .00 .00 .00 .00 0 079260 ALUMAX MILL PRODUCTS INC 3,269.72 .00 .00 .00 .00 .00 0 089342 ALUMINUM COMPANY OF AMERI 3,773.00 .00 .00 .00 .00 .00 0 008590 ALVA INC .00 .00 1,184.40 .00 .00 .00 0 087870 AM PEL CORP 3,931.84 .00 .00 .00 .00 .00 0 004257 AMANA REFRIDGERATION INC 2,717.96 .00 .00 .00 .00 .00 0 055621 AMANA REFRIDGERATION INC 738.00 .00 .00 .00 .00 .00 0 068722 ANCHEM PRODUCTS INC 1,506.00 1,363.00 .00 .00 .00 .00 0 058615 AMERADA HESS CORPORATION .00 .00 .00 .00 .00 2,909.85 0 026389 AMERIBRON INC 1,256.00 .00 .00 .00 .00 .00 0 004999 AMERICAN & EFIRD MILLS 1,062.00 .00 .00 .00 .00 .00 0 076703 AMERICAN CHEMICAL CORP .00 .00 .00 .00 27.50 137.50 0 082052 AMERICAN CHEMICAL WORKS C 367.64 .00 .00 .00 .00 3,635.00 0 002150 AMERICAN CYANAMID COMPANY 11,004.50 .00 .00 .00 27.50 212.50- 0 002220 AMERICAN CYANAMID COMPANY 830.00 .00 .00 .00 .00 .00 0 002250 AMERICAN CYANAMID COMPANY 336.00 .00 .00 .00 .00 .00 0 002260 AMERICAN CYANAMID COMPANY 72.00 .00 .00 .00 .00 .00 0 002280 AMERICAN CYANAMID COMPANY 46,636.83 .00 .00 .00 .00 .00 0 002640 AMERICAN CYANAMID COMPANY 2,244.50 .00 .00 .00 .00 .00 0 003020 AMERICAN CYANAMID COMPANY 27,835.90 .00 .00 .00 .00 825.00 0 007383 AMERICAN CYANAMID COMPANY 440.00 .00 .00 .00 .00 .00 0 009030 AMERICAN CYANAMID COMPANY 2,386.50 .00 .00 .00 .00 .00 0 011165 AMERICAN CYANAMID COMPANY 200.00 .00 .00 .00 .00 .00 0 011205 AMERICAN CYANAMID COMPANY 3,627.85 .00 .00 .00 .00 .00 0 051943 AMERICAN CYANAMID COMPANY 61,642.00 .00 .00 .00 .00 .00 0 054434 AMERICAN CYANAMID COMPANY 5,292.92 .00 .00 .00 .00 .00 0 074123 AMERICAN CYANAMID COMPANY 160,873.50 150.00 477.50 .00 350.00 150.00 0 082616 AMERICAN CYANAMID COMPANY 9,194.59 .00 .00 .00 .00 .00 0 085937 AMERICAN CYANAMID COMPANY 11,009.75 .00 .00 .00 .00 382.00 0 086233 AMERICAN CYANAMID COMPANY 722.50 .00 .00 .00 .00 .00 0 088963 AMERICAN CYANAMID COMPANY 1,900.00 .00 .00 .00 .00 .00 0 073310 AMERICAN ELECTRIC 3,500.00 .00 .00 .00 .00 .00 0 055261 AMERICAN FIBRIT INC 473.00 .00 .00 .00 .00 .00 0 090236 AMERICAN INK AND COATING 55.00 .00 .00 .00 .00 .00 0 089912 AMERICAN LUBRICATING CO 838.44 .00 .00 .00 .00 .00 0 002324 AMERICAN NATIONAL CAN CO .00 110.00 .00 .00 .00 .00 0 088189 AMERICAN PACKAGING CORP 5,307.60 .00 .00 .00 .00 .00 0 053045 AMERICAN RESOURCE RECOVER 6,475.50 13,006.00 8,074.00 .00 .00 .00
RCP017 AGED ACCOUNTS RECEIVABLE AS OF 4/30/93
CO CUST NAME 0-90 91-120 121-150 151-180 181-210 OVER 0 083682 AMERICAN SAW & MFG CO 135.00 .00 .00 .00 .00 .00 0 025602 AMERICAN STANDARD 82.50 .00 .00 .00 .00 .00 0 067901 AMERICAN STEEL FOUNDRY .00 .00 .00 .00 .00 220.00 0 059039 AMERICAN STEEL FOUNDRY 513.00 .00 .00 .00 .00 .00 0 003260 AMERICAN SWEETENERS INC 34,260.80 .00 .00 .00 .00 .00 0 003240 AMERICAN SYNTHETIC RUBBER 27.50 .00 .00 .00 .00 .00 0 085407 AMERICAN ULTRA SPECIALTIE .00 192.50 .00 .00 .00 .00 0 083070 AMERIPOL SYNPOL COMPANY 50.00 .00 .00 .00 .00 .00 0 008163 AMERON COMPANY .00 .00 .00 .00 .00 137.50 0 076864 AMOCO CHEMICAL COMPANY 693.00 .00 .00 .00 .00 .00 0 003949 AMOCO CHEMICAL CORP 39,826.80 .00 443.00 .00 .00 .00 0 004370 AMOCO CHEMICAL CORP 9,272.75 .00 .00 .00 .00 .00 0 009572 AMOCO CHEMICAL CORP 987.33 .00 .00 .00 .00 .00 0 002960 AMOCO OIL COMPANY 275.00 .00 .00 .00 .00 391.00- 0 003098 AMOCO OIL COMPANY 8,198.86 .00 .00 .00 .00 .00 0 003170 AMOCO OIL COMPANY 2,504.50 .00 .00 .00 .00 .00 0 071699 AMOCO OIL COMPANY 2,440.16 .00 .00 .00 .00 .00 0 055009 AMOCO PERFORMANCE PRODUCT 3,525.87 .00 .00 .00 .00 27.50 0 075656 AMOCO PERFORMANCE PRODUCT 770.00 .00 .00 .00 .00 15.00- 0 068950 AMOCO PETROLEUM ADDITIVES .00 .00 .00 .00 .00 398.00 0 018327 AMREX CHEMICAL CO INC 1,940.00 .00 .00 .00 .00 .00 0 053724 AMSPEC CHEMICAL CORP 14,615.96 .00 .00 .00 .00 7,465.65 0 086917 AMTEX 130.00 .00 .00 .00 .00 .00 0 011390 ANCHOR CONTINENTAL 110.00 .00 .00 .00 .00 .00 0 002538 ANDERSON DEVELOPMENT 3,668.70 .00 .00 .00 .00 .00 0 003037 ANDREW JERGENS COMPANY .00 .00 .00 .00 .00 55.00 0 017782 ANGUS CHEMICAL COMPANY .00 .00 .00 .00 .00 75.00- 0 018630 ANGUS CHEMICAL COMPANY 9,620.00 .00 .00 .00 .00 .00 0 079419 ANGUS CHEMICAL COMPANY 2,295.00 10,395.00 .00 .00 .00 .00 0 086864 ANGUS CHEMICAL COMPANY 74,234.45 .00 .00 .00 .00 .00 0 015060 ANHEUSER BUSCH INC .00 .00 .00 .00 .00 137.50 0 015833 ANHEUSER BUSCH INC .00 .00 .00 .00 .00 260.00 0 028341 ANHEUSER BUSCH INC 1,605.00 .00 .00 .00 .00 .00 0 053439 ANHEUSER BUSCH INC 52.52 .00 .00 .00 .00 .00 0 061241 ANHEUSER BUSCH INC .00 .00 .00 .00 .00 120.00 0 003880 ANSUL COMPANY .00 .00 .00 .00 .00 275.00- 0 079329 APACHE CHEMICAL .00 .00 .00 .00 .00 2,929.75 0 055713 APGAR OIL COMPANY 455.66 .00 .00 .00 .00 .00 0 087221 APOLLO AMERICA CORP 41,168.52 975.00 82.50 .00 .00 .00 0 067321 APOLLO CHEMICAL CORP 3,958.20 27.50- .00 .00 .00 .00 0 089545 APOLLO WATER 156.00 .00 .00 .00 .00 .00 0 005286 APPALACHIAN POWER COMPANY .00 .00 .00 .00 .00 50.00 0 086406 APPERSON CHEMICAL INC .00 .00 .00 .00 .00 27.50 0 006466 APPLETON PAPERS INC 10,779.20 .00 .00 .00 6,801.06 3,988.10 0 038520 AQUALON COMPANY 2,708.94 131.30 78.00 962.72 78.00 1,614.00 0 059153 AQUALON COMPANY 1,872.70 .00 .00 .00 .00 .00 0 026786 AQUATECH CHEMICAL INTL 1,355.00 .00 .00 .00 .00 .00 0 089339 ARANCIA INTERNATIONAL 2,129.00 .00 .00 .00 .00 .00 0 059813 ARBCO 104.00 .00 .00 .00 .00 .00 0 089870 ARCADIAN 1,339.02 .00 .00 .00 .00 .00 0 018510 ARCADIAN CORPORATION 4,485.00 .00 .00 .00 .00 .00
RCP017 AGED ACCOUNTS RECEIVABLE AS OF 4/30/93
CO CUST NAME 0-90 91-120 121-150 151-180 181-210 OVER 0 066883 ARCADIAN CORPORATION 23,443.26 .00 190.00 .00 .00 155.00 0 082479 ARCADIAN FERTILIZER L P 2,188.70 .00 .00 .00 .00 .00 0 012012 ARCHER DANIELS MIDLAND CO 2,328.70 .00 .00 .00 82.50 .00 0 002708 ARCO CHEMICAL COMPANY 16,638.37 106.00 .00 .00 .00 120.00 0 006555 ARCO CHEMICAL COMPANY 1,919.00 431.25 .00 .00 .00 .00 0 009500 ARCO CHEMICAL COMPANY 2,694.50 .00 .00 .00 .00 .00 0 084888 ARCO CHEMICAL COMPANY 1,650.00 .00 .00 .00 .00 .00 0 065457 ARIES CHEMICAL INC 4,184.00 .00 .00 .00 .00 .00 0 012448 ARISTECH CHEMICAL CORP 11,487.50 .00 .00 .00 .00 .00 0 060087 ARISTECH CHEMICAL CORP .00 .00 .00 168.00 .00 .00 0 067876 ARISTECH CHEMICAL CORP 45.00 .00 .00 .00 .00 .00 0 068276 ARISTECH CHEMICAL CORP 25,207.05 897.41 73.00 .00 .00 608.00 0 070615 ARISTECH CHEMICAL CORP 2,076.25 82.50 165.00 .00 .00 427.50 0 074203 ARISTECH CHEMICAL CORP 9,033.29 .00 .00 .00 .00 150.00- 0 081914 ARISTECH CHEMICAL CORP 398,993.11 319.00- 130.00- .00 892.01- 27.50 0 082108 ARISTECH CHEMICAL CORP .00 .00 .00 2,350.00 .00 935.00 0 085050 ARISTECH CHEMICAL CORP 19,837.95 .00 4,225.80 .00 .00 .00 0 085140 ARISTECH CHEMICAL CORP 35,739.38 .00 .00 .00 .00 458.00- 0 011579 ARKANSAS EASTMAN COMPANY 8,332.50 .00 .00 .00 .00 .00 0 004250 ARMCO INC 5,995.50 .00 55.00 .00 .00 .00 0 004500 ARMSTRONG WORLD INDUST 492.00 .00 .00 .00 .00 .00 0 004520 ARMSTRONG WORLD INDUST 6,415.02 .00 .00 .00 .00 .00 0 026490 ARMSTRONG WORLD INDUST .00 2,795.00 302.50 .00 .00 .00 0 051446 ARMSTRONG WORLD INDUST .00 .00 .00 55.00 .00 .00 0 006671 ARMTEX CORPORATION 277.00 .00 .00 .00 .00 .00 0 086125 ARNCO .00 .00 .00 .00 .00 137.50 0 079514 ARNCO CORPORATION 220.00 .00 27.50 137.50 110.00 55.00 0 000588 ARR MAZ PRODUCTS 876.40 .00 .00 .00 .00 .00 0 087061 ARROW TRANSPORTATION CO 25,470.00 14,480.00 1,221.25 2,126.25 .00 .00 0 008533 ARSYNCO INCORPORATED 918.00 .00 .00 .00 .00 .00 0 004145 ARUNDEL CORPORATION .00 .00 .00 .00 .00 113.52 0 072567 ASARCO INCORPORATED .00 .00 .00 .00 .00 27.50 0 083586 ASEA BROWN BOVERI INC 4,641.80 .00 .00 .00 .00 .00 0 085507 ASGROW FLORIDA CO .00 .00 .00 .00 .00 55.00 0 079056 ASHLAND CHEMICAL & SOLVEN .00 .00 .00 .00 .00 801.90- 0 085670 ASHLAND CHEMICAL CO 2,334.40 .00 .00 .00 .00 .00 0 001878 ASHLAND CHEMICAL COMPANY 1,172.72 .00 .00 .00 .00 .00 0 002256 ASHLAND CHEMICAL COMPANY 1,653.69 .00 .00 .00 .00 .00 0 003959 ASHLAND CHEMICAL COMPANY 1,712.25 .00 .00 .00 .00 .00 0 004010 ASHLAND CHEMICAL COMPANY 3,800.89 .00 .00 .00 .00 .00 0 004540 ASHLAND CHEMICAL COMPANY 45.00 .00 .00 .00 .00 .00 0 004780 ASHLAND CHEMICAL COMPANY 16,409.00 1,661.00 .00 .00 82.50- 737.56 0 004840 ASHLAND CHEMICAL COMPANY 260.00 .00 .00 .00 .00 .00 0 005186 ASHLAND CHEMICAL COMPANY 427.50 45.00 45.00 .00 .00 .00 0 005250 ASHLAND CHEMICAL COMPANY 55.00 .00 .00 .00 .00 .00 0 005370 ASHLAND CHEMICAL COMPANY .00 .00 .00 .00 .00 357.50- 0 005891 ASHLAND CHEMICAL COMPANY 90.00 .00 .00 .00 .00 .00 0 006100 ASHLAND CHEMICAL COMPANY 3,499.27 .00 .00 .00 .00 .00 0 006110 ASHLAND CHEMICAL COMPANY 748.40 .00 .00 .00 .00 .00 0 006170 ASHLAND CHEMICAL COMPANY 605.00 55.00 27.50 .00 46.00 347.50 0 006686 ASHLAND CHEMICAL COMPANY .00 .00 .00 .00 .00 112.50-
RCP017 AGED ACCOUNTS RECEIVABLE AS OF 4/30/93
CO CUST NAME 0-90 91-120 121-150 151-180 181-210 OVER 0 006750 ASHLAND CHEMICAL COMPANY 3,482.00 .00 .00 .00 82.50 .00 0 008849 ASHLAND CHEMICAL COMPANY .00 .00 .00 .00 .00 25.00- 0 009570 ASHLAND CHEMICAL COMPANY 27.50 .00 .00 .00 .00 .00 0 010078 ASHLAND CHEMICAL COMPANY .00 863.31- .00 .00 .00 .00 0 010596 ASHLAND CHEMICAL COMPANY 5,395.73 .00 1,271.00 .00 .00 234.00 0 012059 ASHLAND CHEMICAL COMPANY 5,594.20 3,260.09 .00 .00 1,346.60- 84.70- 0 013995 ASHLAND CHEMICAL COMPANY 1,232.26 .00 .00 .00 .00 .00 0 018738 ASHLAND CHEMICAL COMPANY 220.00 .00 .00 .00 .00 .00 0 022016 ASHLAND CHEMICAL COMPANY 4,607.02 .00 .00 .00 .00 35.64- 0 046170 ASHLAND CHEMICAL COMPANY 3,838.20 .00 .00 .00 .00 .00 0 057158 ASHLAND CHEMICAL COMPANY 1,744.60 .00 .00 345.13 .00 .00 0 059259 ASHLAND CHEMICAL COMPANY 797.49 .00 .00 .00 .00 .00 0 059542 ASHLAND CHEMICAL COMPANY .00 .00 .00 .00 .00 2,115.45- 0 061201 ASHLAND CHEMICAL COMPANY 18,555.43 .00 .00 .00 70.00- 267.00- 0 064496 ASHLAND CHEMICAL COMPANY 8,405.65 .00 .00 .00 .00 .00 0 069529 ASHLAND CHEMICAL COMPANY 2,062.24 .00 .00 .00 .00 .00 0 069824 ASHLAND CHEMICAL COMPANY 1,890.80 .00 .00 .00 .00 .00 0 078099 ASHLAND CHEMICAL COMPANY 45.00 .00 .00 .00 .00 .00 0 080063 ASHLAND CHEMICAL COMPANY 8,121.79 .00 .00 .00 .00 .00 0 082246 ASHLAND CHEMICAL COMPANY 27.50- .00 82.50 .00 27.50 110.00 0 082834 ASHLAND CHEMICAL COMPANY 680.00 .00 .00 .00 .00 880.00 0 085433 ASHLAND CHEMICAL COMPANY .00 .00 .00 .00 .00 143.80 0 087426 ASHLAND CHEMICAL COMPANY 4,962.00 .00 .00 .00 .00 .00 0 087538 ASHLAND CHEMICAL COMPANY 3,165.00 1,436.00 .00 .00 .00 .00 0 013635 ASHLAND OIL & REFINING CO .00 .00 48.00 .00 .00 .00 0 003025 ASHLAND PETROLEUM COMPANY 39.00 .00 .00 .00 .00 .00 0 089297 ASHTA CHEMICALS CO/ ITS 836.00 .00 .00 .00 .00 .00 0 075147 ASHTA CHEMICALS, INC. 1,350.00 .00 .00 790.00 .00 160.00 0 057067 ATCHISON TOPEKA & SANTA F .00 .00 .00 .00 .00 4,387.03- 0 083314 ATLANTIC CHEMICAL INTL IN 350.00 .00 .00 .00 .00 .00 0 087604 ATLANTIC COAST POLYMERS I 11,955.50 .00 .00 .00 .00 .00 0 009219 ATLANTIC CONCRETE COMPANY 409.00 .00 .00 346.67 .00 .00 0 016785 ATLANTIC CONTAINER LINES .00 .00 .00 .00 .00 100.00 0 072348 ATLANTIC CONTAINER LINES 24,946.40 153.00 575.00 .00 165.00 1,201.00 0 081316 ATLANTIC CONTAINER LINES .00 .00 .00 .00 .00 1,350.00 0 010595 ATLANTIC CONTAINER lINES 6,849.40 431.50 .00 .00 .00 .00 0 005000 ATLANTIC GELATIN 27.50 .00 .00 .00 .00 .00 0 004862 ATLANTIC REF & MARKETING 1,446.81 .00 .00 .00 .00 .00 0 081569 ATM INDUSTRIAL CORPORATION .00 .00 .00 .00 .00 2,527.30 0 081950 ATM INDUSTRIAL CORPORATION .00 .00 .00 .00 .00 293.25 0 080612 ATD AUSIMONT .00 .00 .00 .00 .00 4,279.00- 0 083702 AUSIMONT USA INC 900.00 .00 .00 .00 .00 .00 0 088151 AUTO EXPRESS HERCULES SA 4,153.50 956.70 .00 .00 .00 .00 0 011517 AUTO EXPRESS MERCURIO SA 6,120.00 6,120.00 1,260.00 .00 .00 623.70 0 081714 AUTO TRANSPORTES RACAVE 75,628.00 10,261.80 .00 283.50 642.60 .00 0 008851 AUTOLINEAS REGIOMONTANAS 32,650.20 6,071.40 .00 .00 .00 .00 0 072913 AUTOSTYLE .00 .00 .00 .00 .00 907.50 0 006760 AUTOSTYLE PLASTICS 55.00 .00 .00 .00 .00 488.00 0 005087 AUTOSTYLE PLASTICS INC 1,667.50 .00 .00 .00 .00 .00 0 085492 AVATAR CORPORATION .00 .00 .00 .00 .00 406.36 0 003562 AVERY CHEMICAL DIVISION 3,162.50 .00 .00 .00 .00 .00
RCP017 AGED ACCOUNTS RECEIVABLE AS OF 4/30/93
CO CUST NAME 0-90 91-120 121-150 151-180 181-210 OVER 0 014390 AVERY PRODUCTS CORP 60,948.25 .00 .00 .00 .00 .00 0 086760 AXIM CONTRETE 2,268.24 .00 .00 .00 .00 .00 0 059324 AZON SYSTEMS INC 192.50 .00 .00 .00 .00 .00 0 061203 B D P INTERNATIONAL INC 989.19 .00 .00 .00 .00 570.00 0 087848 B D P INTERNATIONAL INC .00 .00 .00 130.00 .00 .00 0 034980 B F GOODRICH CHEMICAL CO 55.00 .00 .00 .00 .00 .00 0 035010 B F GOODRICH CHEMICAL CO 110.00 .00 .00 364.00 .00 .00 0 035040 B F GOODRICH CHEMICAL CO 1,429.44 .00 .00 .00 .00 660.00 0 035050 B F GOODRICH CHEMICAL CO 3,186.50 .00 .00 .00 .00 .00 0 035090 B F GOODRICH CHEMICAL CO 2,339.70 .00 .00 .00 .00 .00 0 069449 B F GOODRICH CHEMICAL CO 125.00 .00 .00 .00 .00 .00 0 087537 B F GOODRICH CHEMICAL CO 3,852.00 .00 .00 .00 .00 .00 0 001400 B P CHEMICALS INC .00 .00 .00 .00 .00 196.39 0 002111 B P CHEMICALS INC 247.50 .00 .00 .00 .00 .00 0 062622 B P CHEMICALS INC .00 .00 .00 .00 .00 3,052.95 0 066177 B P CHEMICALS INC 1,281.00 .00 .00 .00 .00 56.76- 0 004193 B P OIL CORPORATION 1,759.18 .00 .00 .00 252.56 .00 0 006293 B P OIL CORPORATION 200.00 .00 .00 .00 .00 .00 0 016509 B P OIL CORPORATION .00 .00 .00 .00 .00 55.00 0 053026 B P OIL CORPORATION 1,902.50 .00 .00 .00 .00 .00 0 088862 BABCOCK AND WILCOX 7,554.74 .00 1,284.00 .00 .00 .00 0 063051 BABOCK & WILSON 4,571.00 .00 .00 .00 .00 .00 0 087183 BADGER MINING CO .00 .00 .00 .00 .00 412.50 0 086305 BADGER PAPER COMPANY 82.50 .00 .00 .00 .00 .00 0 047930 BAKER PERFORMANCE CHEMICA 81,034.95 13,420.00 .00 .00 .00 .00 0 081884 BAKER PERFORMANCE CHEMICA 27.50 .00 .00 .00 .00 .00 0 088558 BAKER PERFORMANCE CHEMICA 2,774.50 .00 .00 .00 .00 .00 0 083877 BAKOR INC 60,885.85 3,431.50 .00 .00 2,775.73 4,848.10 0 089286 BALTIMORE CITY WATER DEPT .00 1,260.00 .00 .00 .00 .00 0 072579 BALTIMORE SPECIALTY STEEL .00 .00 .00 55.00 .00 .00 0 008203 BAMBERGER POLYMERS 2,167.50 .00 55.00 165.00 55.00 137.50 0 021000 BANITE INC 3,414.00 .00 .00 .00 .00 .00 0 007030 BARCROFT COMPANY 3,045.00 .00 .00 .00 .00 .00 0 084371 BAROID DRILLING FLUIDS 27.50 .00 .00 .00 .00 .00 0 007632 BARR COMPANY .00 .00 .00 150.00 .00 4,805.00 0 057870 BARRE NATIONAL 55.00 27.50 .00 .00 123.75 55.00 0 089139 BARRERA FORWARDING AND ST 360.00 .00 .00 .00 .00 .00 0 004105 BARTON SOLVENTS INC .00 .00 .00 .00 .00 5,536.21 0 074581 BASF CANADA INC 2,732.00 .00 .00 .00 .00 80.26 0 080680 BASF CANADA INC .00 .00 82.50 .00 .00 .00 0 001274 BASF CORPORATION 26,600.50 1,683.25- 2,647.50 .00 .00 512.00 0 003580 BASF CORPORATION 910.00 .00 190.00 .00 250.00 250.00 0 004338 BASF CORPORATION 506.00 .00 .00 .00 .00 .00 0 004868 BASF CORPORATION 15,465.00 .00 .00 .00 .00 55.00- 0 005990 BASF CORPORATION 2,323.00 .00 220.00 .00 82.50 .00 0 009831 BASF CORPORATION 125.00 .00 .00 .00 .00 .00 0 016099 BASF CORPORATION 384,333.89 18,976.83 5,352.67 469.28 .00 2,620.71 0 018405 BASF CORPORATION 33,641.14 .00 150.00 .00 .00 465.32 0 023616 BASF CORPORATION 1,936.75 .00 .00 .00 .00 190.00 0 023920 BASF CORPORATION 409.50 .00 .00 .00 .00 .00 0 050371 BASF CORPORATION 140.00 .00 .00 .00 .00 .00
RCP017 AGED ACCOUNTS RECEIVABLE AS OF 4/30/93
CO CUST NAME 0-90 91-120 121-150 151-180 181-210 OVER 0 050441 BASF CORPORATION 7,352.30 1,017.50 435.50 220.00 712.50 3,263.75 0 056436 BASF CORPORATION 46.00 .00 .00 .00 .00 .00 0 067997 BASF CORPORATION 5,000.00 .00 .00 .00 .00 .00 0 069679 BASF CORPORATION 10,712.81 .00 .00 .00 .00 .00 0 078930 BASF CORPORATION .00 .00 .00 .00 577.50 .00 0 082286 BASF CORPORATION 1,095.00 .00 .00 .00 .00 .00 0 086088 BASF CORPORATION 608.75 .00 .00 .00 .00 137.50- 0 086089 BASF CORPORATION 55.00 370.50 .00 .00 .00 .00 0 086092 BASF CORPORATION .00 .00 3,865.00 .00 .00 .00 0 086093 BASF CORPORATION 100.00 .00 .00 .00 .00 .00 0 086094 BASF CORPORATION 3,475.25 .00 .00 .00 .00 185.00 0 086095 BASF CORPORATION 82.50 .00 .00 .00 .00 .00 0 086253 BASF CORPORATION .00 .00 .00 .00 .00 302.50 0 087012 BASF CORPORATION 11,092.00 .00 210.00 .00 .00 .00 0 088443 BASF CORPORATION 2,600.00 .00 .00 .00 .00 .00 0 088445 BASF CORPORATION 1,920.00 .00 .00 .00 .00 .00 0 089716 BASF CORPORATION 10,155.00 .00 .00 .00 .00 .00 0 090260 BASF CORPORATION 21,035.52 .00 .00 .00 .00 .00 0 090290 BASF CORPORATION 2,797.00 .00 .00 .00 .00 50.00- 0 043360 BASF INMONT CORPORATION .00 690.00 506.00 943.00 .00 .00 0 055136 BASF INMONT CORPORATION 660.00 .00 .00 .00 .00 .00 0 058983 BASF INMONT DIV PLAN 0522 2,712.00 .00 .00 .00 .00 .00 0 009682 BASF INMONT DIV PLAN 0554 414.00 .00 .00 .00 .00 .00 0 007557 BATESVILLE CASKET COMPANY 959.00 .00 .00 .00 .00 .00 0 025878 BATTENFIELD AMERICA 1,874.00 .00 .00 .00 .00 .00 0 070609 BAXTER PHARMASEAL 656.00 .00 .00 .00 .00 .00 0 076427 BAY CHEMICAL CO 475.00 .00 .00 .00 .00 .00 0 084309 BAY SHORE VINYL COMPOUNDS 27.50 .00 .00 .00 .00 .00 0 087342 BAYER CANADA INC 8,434.40 .00 .00 .00 .00 .00 0 003670 BAYPORT CHEMICAL .00 .00 .00 .00 .00 247.50 0 026530 BAYWAY REFINING COMPANY 3,673.45 .00 .00 .00 .00 .00 0 016182 BEAR ISLAND PAPER .00 .00 .00 .00 .00 25.00 0 027535 BEATRICE FOODS .00 .00 .00 .00 .00 1,424.50 0 072403 BEAULIEU NYLON 27.50 .00 .00 .00 96.00 .00 0 023649 BEAVER ADHESIVES 1,454.00 .00 .00 .00 .00 .00 0 085777 BEAZER EAST INC .00 .00 .00 .00 .00 2,047.50 0 080952 BECKETT PAPER 1,948.10 .00 .00 .00 .00 .00 0 086888 BEECHFORK PROCESSING .00 577.50 .00 .00 .00 .00 0 055714 BEERS 126.20 .00 .00 .00 .00 .00 0 089948 BEHAN WELL SERVICE 320.00 .00 .00 .00 .00 .00 0 014028 BEIRSDORF INC 2,525.00 .00 .00 .00 .00 .00 0 086557 BELMONT PLATING 55.00 137.50 110.00 .00 .00 .00 0 062227 BELOIT CORPORATION .00 192.50 .00 .00 .00 .00 0 010535 BENBOW CHEMICAL PACKAGING 2,447.00 .00 .00 .00 .00 .00 0 082266 BENCKISER CONSUMER PRODUC 27.50 110.00 27.50 .00 .00 185.00 0 008370 BENJAMIN MOORE & COMPANY 27.50 .00 .00 .00 .00 .00 0 005572 BENZSAY & HARRISON .00 797.13 .00 1,108.16 1,948.78 3,070.73 0 022074 BERCEN CHEMICAL COMPANY 1,837.50 .00 .00 .00 .00 .00 0 012594 BERLIN & JONES COMPANY .00 .00 123.75 .00 .00 .00 0 084484 BERLISS BEARING COMPANY .00 247.50 .00 .00 .00 .00 0 003224 BETHLEHEM STEEL CORP 4,567.50 .00 .00 .00 .00 .00
RCP017 AGED ACCOUNTS RECEIVABLE AS OF 4/30/93
CO CUST NAME 0-90 91-120 121-150 151-180 181-210 OVER 0 008700 BETHLEHEM STEEL CORP .00 .00 .00 .00 .00 82.50- 0 076324 BETHLEHEM STEEL CORP .00 .00 .00 .00 .00 730.00 0 001040 BETZ LABORATORIES INC 701.87 .00 .00 .00 .00 .00 0 001865 BETZ LABORATORIES INC 1,526.91 .00 .00 .00 .00 .00 0 008910 BETZ LABORATORIES INC 357.50 .00 .00 .00 .00 .00 0 016275 BETZ LABORATORIES INC 6,932.02 .00 .00 .00 .00 .00 0 055020 BETZ LABORATORIES INC 9,200.10 .00 .00 .00 .00 .00 0 068613 BETZ LABORATORIES INC 83,252.72 .00 118.98 .00 .00 .00 0 087499 BETZ LABORATORIES INC 14,821.25 .00 .00 .00 .00 .00 0 089699 BETZ LABORATORIES INC 4,229.71 .00 .00 .00 .00 .00 0 008373 BETZ PAPERCHEM INC 2,718.12 .00 .00 .00 .00 .00 0 074574 BETZ PEPERCHEM INC 110.00 .00 .00 .00 .00 .00 0 074015 BIBB MANUFACTURING CO 1,762.00 .00 .00 .00 .00 .00 0 004191 BIG THREE INDUSTRIES .00 .00 137.50 .00 .00 .00 0 008003 BIG THREE INDUSTRIES .00 .00 .00 537.00- .00 .00 0 011997 BIO LAB .00 247.50 .00 .00 .00 .00 0 081979 BIOCRAFT LABORATORIES 5,130.50 .00 768.00 .00 28.00- .00 0 082492 BIOCRAFT LABORATORIES 707.50 .00 .00 .00 .00 .00 0 081505 BLACK BEAR COMPANY .00 .00 .00 .00 .00 190.00 0 009350 BLACKMAN UHLER CHEMICAL 974.00 .00 .50 .00 .00 .00 0 089478 BLANCHESTER FMC INC 598.00 .00 .00 .00 .00 .00 0 083392 BLANDIN PAPER COMPANY 3,304.23 .00 .00 .00 .00 .00 0 000081 BLOCKSON & COMPANY 270.00 .00 .00 .00 .00 .00 0 004990 BLUE CIRCLE CEMENT INC 55.00 .00 .00 .00 .00 .00 0 017733 BLUE CIRCLE CEMENT INC 56,824.26 50.33- 144.50- .00 .00 .00 0 009483 BLUE GRASS CHEMICAL 4,042.00 .00 .00 .00 .00 .00 0 052987 BLUE GRASS CHEMICAL 772.65 40.00 .00 .00 .00 .00 0 057829 BOC GROUP 4,622.80 .00 .00 .00 .00 .00 0 002987 BOEHME FILATEX INC 822.80 .00 .00 .00 .00 .00 0 008127 BOISE CASCADE .00 .00 .00 .00 .00 1,725.00 0 028703 BOISE CASCADE .00 .00 .00 .00 .00 90.00 0 081688 BOLIDEN INTERTRADE .00 .00 .00 .00 .00 55.00- 0 055317 BOND COTE INC 27.50 .00 .00 .00 .00 .00 0 081892 BONLAM S A DE C V .00 630.00 200.00 .00 .00 .00 0 006160 BORDEN & REMINGTON 52.52 .00 220.00- .00 .00 137.50 0 008604 BORDEN CHEMICAL 2,752.37 .00 .00 .00 .00 .00 0 010050 BORDEN CHEMICAL 330.00 .00 .00 .00 .00 .00 0 017966 BORDEN CHEMICAL 89,783.30 1,128.25 .00 .00 .00 .00 0 087685 BORDEN CHEMICAL 678.89 .00 .00 .00 .00 .00 0 082862 BORDEN INC 618.75 .00 .00 .00 .00 .00 0 087686 BOROUGH OF BROOKLYN 900.00 .00 .00 .00 .00 .00 0 087774 BOROUGH OF MANHATTAN 75.00 .00 .00 .00 .00 .00 0 087775 BOROUGH OF QUEENS 350.00 .00 .00 .00 .00 .00 0 087553 BOSTON EDISON 552.50 .00 .00 .00 .00 .00 0 003870 BOSTON EDISON COMPANY 52.52 .00 .00 .00 .00 .00 0 005252 BOSTON EDISON COMPANY 52.52 .00 .00 .00 .00 .00 0 005614 BOWATER CAROLINA CO 1,975.18 .00 .00 .00 .00 .00 0 010490 BOWATER SALES .00 .00 .00 .00 .00 1,023.00- 0 087939 BREAUX PETROLEUM PRODUCTS 36.00 .00 .00 .00 .00 .00 0 065730 BRICK TOWNSHIP MUNICIPAL .00 .00 .00 .00 26.00 .00 0 083158 BRIGHTS ASSOCIATES .00 .00 .00 .00 .00 1,175.00
RCP017 AGED ACCOUNTS RECEIVABLE AS OF 4/30/93
CO CUST NAME 0-90 91-120 121-150 151-180 181-210 OVER 0 011010 BRISTOL MYERS COMPANY 150.00 .00 220.00 .00 .00 .00 0 013890 BRISTOL MYERS COMPANY 50.00 .00 .00 .00 .00 .00 0 051685 BRITZ CHEMICAL COMPANY 804.34 .00 .00 .00 .00 .00 0 080160 BROUCK PLASTICS 742.00 .00 .00 .00 .00 .00 0 001284 BROWN & WILLIAMSON CO 75.00 .00 .00 .00 .00 .00 0 009858 BROWN & WILLIAMSON CO 11,665.00 .00 .00 .00 .00 .00 0 008731 BROWN CHEMICAL COMPANY 1,102.98 .00 .00 52.00 367.50 514.00 0 001960 BROWN MATT FWG 5,150.00 720.00 .00 .00 .00 .00 0 089532 BROWNING & FERRIS INC/CEC 9,693.50 .00 .00 .00 .00 .00 0 071066 BROWNING & FERRIS INDUST 990.00 .00 .00 .00 .00 .00 0 075029 BROWNING & FERRIS INDUSTRIES 10,135.00 .00 .00 .00 .00 .00 0 017545 BRUNING PAINT COMPANY .00 .00 .00 .00 .00 137.50 0 053577 BRUSH WELLMAN 55.00 .00 .00 .00 .00 .00 0 087328 BRUSH WELLMAN 1,608.42 .00 .00 .00 .00 .00 0 052738 BRYSON RECOVERY SERVICES .00 .00 .00 .00 .00 10,448.07 0 007646 BTL SPECIALTY RESINS CORP 4,379.88 .00 .00 .00 .00 .00 0 004775 BUCKBEE WEARS COMPANY 3,537.00 .00 .00 .00 .00 .00 0 089913 BUCKEYE CELLULOSE CO 220.00 .00 .00 .00 .00 .00 0 090016 BUCKEYE PIPE LINE CO 397.48 .00 .00 .00 .00 .00 0 006823 BUCKMAN LABORATORIES 4,635.75 .00 .00 .00 .00 797.00 0 011830 BUCKMAN LABORATORIES 20,295.60 .00 .00 .00 .00 .00 0 011940 BUFFALO COLOR CORPORATION 34,421.38 .00 .00 .00 .00 .00 0 000604 BULK CHEMICAL INC .00 .00 .00 .00 .00 27.50 0 086792 BULK CONNECTION INC 2,510.50 .00 357.50 .00 .00 350.00 0 067962 BULK CONNECTIONS .00 .00 .00 .00 .00 69.00- 0 024515 BULK DISTRIBUTION .00 .00 .00 .00 .00 371.06 0 072700 BULK MATERIALS INTERNATIONAL 5,127.96 .00 .00 .00 .00 .00 0 026929 BULKHAUL USA INC 39,570.19 2,303.61 .00 3,097.12 .00 .00 0 088475 BUNKER HILL PLASTICS INC 27.50 .00 .00 .00 .00 .00 0 054399 BURLINGTON INDUSTRIES 1,221.90 .00 .00 .00 .00 .00 0 073457 BURNETT ASSOCIATES LTD 4,143.74 .00 .00 .00 .00 .00 0 012693 BURRIS CHEMICAL COMPANY 429.00 .00 .00 .00 .00 .00 0 083683 BURROWS PAPER CORP 1,628.72 .00 .00 .00 .00 .00 0 089846 BUTTERBALL TURKEY CORP 1,385.50 .00 .00 .00 .00 .00 0 027228 BYK CHEMIE USA INC 474.00 .00 .00 .00 .00 .00 0 066727 C B FLEET COMPANY INC 27.50 .00 .00 .00 .00 .00 0 069360 C D R PIGMENTS & DISPERSI 41.25 .00 .00 .00 .00 .00 0 005086 C H PATRICK & COMPANY 1,992.33 .00 .00 .00 .00 .00 0 080953 C J R PROCESSING .00 .00 .00 .00 .00 110.00- 0 084563 C L HATHAWAY AND SON INC .00 .00 .00 .00 .00 110.00 0 053219 C P C INTERNATIONAL 778.00 .00 .00 .00 .00 .00 0 056996 C P CHEMICALS INC 137.50 .00 .00 .00 .00 .00 0 019568 C P HALL COMPANY 55.00 .00 .00 .00 .00 .00 0 058804 C P I ENGINEERING SERVICE 12,668.50 .00 .00 .00 .00 222.50- 0 012820 C P S CHEMICALS 5,402.44 115.25 .00 .00 .00 5,678.38 0 023251 C P S CHEMICALS 150.00 .00 .00 .00 .00 .00 0 086791 C R SEMLER INCORPORATED 142.00 .00 .00 .00 .00 .00 0 011765 C S A LTD .00 .00 .00 .00 .00 100.00 0 082117 C S X TRANSPORTATION 1,360.00 .00 .00 .00 .00 .00 0 001101 CABOT CORPORATION 5,244.00 .00 .00 .00 .00 .00 0 010564 CABOT CORPORATION 2,450.50 .00 .00 .00 .00 .00
RCP017 AGED ACCOUNTS RECEIVABLE AS OF 4/30/93
CO CUST NAME 0-90 91-120 121-150 151-180 181-210 OVER 0 042245 CABOT CORPORATION 28.26 .00 .00 .00 .00 .00 0 085775 CAL WAX CORP 1,954.60 .00 .00 .00 .00 .00 0 014677 CALABRIAN CORPORATION 3,885.60 .00 .00 .00 .00 .00 0 063307 CALABRIAN CORPORATION .00 .00 675.00 .00 .00 .00 0 089709 CALCIQUEST INC 4,300.48 .00 .00 .00 .00 .00 0 051456 CALGON CARBON COMPANY .00 .00 .00 .00 .00 7,397.20 0 086147 CALGON CARBON COMPANY .00 .00 .00 .00 .00 2,646.48 0 012910 CALGON CORPORATION 928.65 .00 55.00 .00 165.00 165.00 0 012950 CALGON CORPORATION 5,151.15 .00 .00 .00 .00 .00 0 055485 CALGON CORPORATION 1,313.30 .00 .00 .00 .00 .00 0 000208 CALGON VESTAL 3,934.81 .00 .00 .00 .00 .00 0 079913 CALIF CONSOLIDATED ENTERP .00 .00 .00 .00 .00 27.50 0 090223 CALIFORNIA CEDAR PRODUCTS 611.00 .00 .00 .00 .00 .00 0 023150 CALIFORNIA OILS CORPORATION .00 .00 412.50 .00 .00 .00 0 013010 CALLAHAN CHEMICAL COMPANY .00 .00 .00 .00 .00 45.00 0 084526 CALLAWAY CHEMICAL COMPANY 82.50 .00 .00 .00 .00 .00 0 089565 CALLAWAY CHEMICAL COMPANY 137.50 .00 .00 .00 .00 .00 0 019409 CALUMET CHEMICAL CORP 55.00 82.50 .00 .00 .00 165.00 0 027338 CAMCO CHEMICAL COMPANY 2,481.80 .00 .00 .00 .00 .00 0 001774 CAMECO CORPORATION 294.25 .00 .00 .00 .00 .00 0 009613 CANADA COLOR & CHEM INC .00 79.51 .00 .00 .00 .00 0 013530 CANADA COLOR & CHEM INC .00 64.20 .00 .00 .00 2,463.60 0 082149 CANADA RESOURCES DISTRIBU .00 .00 .00 .00 .00 110.00 0 050821 CANADA SQUARE RESINS .00 .00 .00 .00 941.61 382.53 0 053750 CANADA STARCH 19,689.95 .00 .00 .00 .00 .00 0 004660 CANADA WIRE & CABLE LTD 628.00 .00 .00 .00 .00 .00 0 085384 CANADIAN GYPSUM CO INC .00 .00 .00 .00 .00 1,051.28 0 011796 CANADIAN OXY CHEMICAL CO 14,362.95 .00 .00 .00 .00 .00 0 077004 CANADIAN PACIFIC FOREST P .00 .00 .00 .00 .00 55.00 0 077625 CANADIAN PACIFIC FOREST P 4,318.50 .00 .00 .00 .00 .00 0 080651 CANAL ELECTRIC LIGHT CO 1,980.20 .00 .00 .00 .00 .00 0 088657 CANAMERA FOODS INC 26.75 .00 .00 .00 .00 .00 0 038420 CAPE INDUSTRIES 1,620.00 .00 .00 .00 .00 .00 0 001858 CAPITAL RESIN CORPORATION 1,036.94 .00 .00 .00 .00 .00 0 085655 CAPITOL CEMENT 970.02 .00 .00 .00 .00 82.50 0 021078 CAPITOL CEMENT CORP 85,871.92 .00 .00 .00 .00 .00 0 057160 CARBONAIRE 3,823.44 125.00 .00 .00 534.00 1,028.23 0 028839 CARDINAL ALUM .00 .00 .00 55.00 .00 280.00 0 013617 CARDINAL STABILIZERS INC .00 .00 .00 .00 .00 96.00 0 028452 CARDOLITE CORPORATION 467.50 .00 .00 .00 .00 .00 0 088528 CARGAMEX 1,275.00 425.00 425.00 1,375.00 .00 .00 0 074284 CARGILL CORN PLANT .00 .00 .00 .00 42.00 1,395.23 0 000700 CARGILL INC 76,896.94 1,004.00 7.50 .00 .00 340.00- 0 003361 CARGILL INC 192.50 .00 .00 .00 .00 .00 0 013870 CARGILL INC 3,302.04 .00 55.00 .00 .00 .00 0 025407 CARGILL INC 12,162.87 .00 .00 .00 .00 .00 0 062179 CARGILL INC 25.00 .00 .00 .00 .00 .00 0 057891 CARLISLE CHEMICAL 663.00 .00 .00 .00 .00 665.00 0 050672 CARLISLE SYNTEC 1,585.33 .00 .00 .00 .00 .00 0 062798 CARLISLE TIRE & RUBBER CO 1,427.64 .00 .00 .00 .00 .00 0 066227 CARLOS LEFFLER INC .00 .00 .00 .00 .00 165.24-
RCP017 AGED ACCOUNTS RECEIVABLE AS OF 4/30/93
CO CUST NAME 0-90 91-120 121-150 151-180 181-210 OVER 0 083593 CARPLASTIC SA DE CV 360.00 3,645.00 .00 .00 .00 .00 0 089979 CARRIER CORP 5,498.92 .00 .00 .00 .00 .00 0 090105 CARRIER CORPORATION 1,540.00 .00 .00 .00 .00 .00 0 006956 CARTER WALLACE INC 2,598.90 .00 .00 .00 .00 .00 0 006519 CASCHEM INC 687.50 .00 .00 1,129.00 .00 1,110.00 0 063296 CASCO COMPANY 144.45 513.60 .00 .00 .00 .00 0 088666 CASS TRANSPORT SERVICE 783.00 .00 .00 .00 .00 .00 0 068513 CASTING SUPPLY HOUSE .00 .00 331.25 .00 .00 .00 0 059957 CASTROL INC 16,021.22 .00 .00 .00 .00 .00 0 074318 CASTROL INC 1,484.80 .00 .00 .00 .00 .00 0 081025 CASTROL INC 790.78 .00 .00 .00 .00 .00 0 011016 CASTROL INDUSTRIAL CENTRA 46.00 .00 .00 .00 .00 .00 0 081794 CASTROL INDUSTRIAL CENTRA 2,775.40 .00 .00 1,941.92- .00 .00 0 088901 CATALYST GOLDEN BEAR 7,794.10 .00 .00 .00 .00 .00 0 007074 CATERPILLAR TRACTOR CO 1,382.32 .00 .00 .00 .00 .00 0 063110 CCL CUSTOM MANUFACTURING .00 .00 .00 .00 .00 75.00 0 083500 CCL CUSTOM MANUFACTURING 972.50 .00 27.50 .00 .00 2,734.00 0 083844 CCL CUSTOM MFG 110.00 .00 .00 .00 .00 .00 0 006083 CECOS INTERNATIONAL INC 50.00- .00 .00 .00 .00 .00 0 016780 CEDAR CHEMICAL CORP 560.00 .00 .50 .00 .00 .00 0 083065 CEDAR CONCEPT CORP 82.50 .00 .00 .00 .00 .00 0 069983 CELLO CHEMICAL COMPANY .00 .00 .00 .00 913.50 .00 0 078098 CENTERLINE INDUSTRIES INC .00 .00 .00 .00 .00 460.00 0 070725 CENTRAL PRODUCTS COMPANY 1,232.00 .00 .00 .00 .00 .00 0 081361 CENTRAL STATES CAN CO 572.00 .00 .00 .00 .00 .00 0 056413 CENTURY ADHESIVES CO 55.00 .00 .00 .00 .00 .00 0 090094 CENTURY OIL ACQUISITION C 1,138.25 .00 .00 .00 .00 .00 0 012877 CERTIFIED CHEMICAL CO .00 .00 .00 .00 2,606.40 813.00 0 014444 CHARLES R HABBART & SONS .00 .00 .00 9.00 .00 .00 0 076122 CHALLENGE INTERNATIONAL 6,852.50 1,450.00 .00 .00 .00 1,394.62 0 011181 CHAMPION INTERNATIONAL .00 .00 230.00 .00 .00 .00 0 015380 CHAMPION INTERNATIONAL 137.50 .00 .00 292.95 .00 4,756.31 0 028248 CHAMPION INTERNATIONAL .00 .00 .00 .00 1,769.20- .00 0 028518 CHAMPION INTERNATIONAL 10,695.00 .00 .00 .00 .00 .00 0 055203 CHAMPION INTERNATIONAL 1,549.12 .00 .00 .00 .00 .00 0 005402 CHAMPION PAPER COMPANY 4,550.00 .00 .00 .00 .00 .00 0 085340 CHARDON OIL CON INC .00 .00 .00 .00 .00 27.50 0 065421 CHARLOTE CHEM .00 .00 .00 .00 .00 150.00 0 088938 CHEATHAM CHEMICAL 55.00 1,233.50 .00 .00 .00 .00 0 009113 CHEM TREND INCORPORATED 2,416.80 .00 .00 .00 .00 .00 0 063303 CHEMAID INCORPORATED 492.50 .00 .00 .00 .00 .00 0 000093 CHEMCENTRAL CORPORATION .00 .00 180.00 .00 .00 415.00 0 002134 CHEMCENTRAL CORPORATION 5,397.50 .00 .00 .00 .00 .00 0 004076 CHEMCENTRAL CORPORATION 302.50 .00 .00 .00 .00 137.50 0 008839 CHEMCENTRAL CORPORATION .00 55.00 .00 .00 .00 .00 0 015457 CHEMCENTRAL CORPORATION 137.50 .00 330.00 .00 .00 1,225.00 0 058870 CHEMCENTRAL CORPORATION 962.31 40.00 .00 .00 .00 .00 0 076770 CHEMCENTRAL CORPORATION 2,168.95 .00 .00 .00 .00 .00 0 077305 CHEMCENTRAL CORPORATION 2,065.20 .00 .00 .00 .00 .00 0 087680 CHEMCENTRAL CORPORATION 436.50 .00 .00 .00 .00 .00 0 008046 CHEMETALS INT'L INC 2,602.00 .00 .00 .00 .00 .00
RCP017 AGED ACCOUNTS RECEIVABLE AS OF 4/30/93
CO CUST NAME 0-90 91-120 121-150 151-180 181-210 OVER 0 005540 CHEMFIL CORPORATION 687.90 .00 .00 .00 .00 423.40 0 004075 CHEMICAL CORP OF AMERICA .00 1,356.75 .00 .00 .00 .00 0 083400 CHEMICAL DISTRIBUTOR .00 .00 .00 .00 .00 21.00 0 016030 CHEMICAL DISTRIBUTOR 27.50 .00 .00 .00 .00 .00 0 072417 CHEMICAL LEAMAN INTERNATIONAL 22,480.99 2,985.10 315.24 205.33- 382.50 78.84 0 051384 CHEMICAL LEAMAN TANK LINE .00 .00 .00 .00 .00 350.00 0 073641 CHEMICAL LEAMAN TANK LINE 206.00- .00 .00 .00 .00 .00 0 084385 CHEMICAL MARKETING .00 .00 .00 .00 .00 2,140.50 0 089632 CHEMICAL MARKETING ASSOC 1,645.00 .00 .00 .00 .00 .00 0 053786 CHEMICAL POLLUTION CONTROL 963.32 .00 481.66 .00 .00 .00 0 084495 CHEMICAL RAINBOW TANK CLE .00 .00 .00 4,050.00 4,185.00 9,400.00 0 001924 CHEMICAL RESOURCES INC 5,850.68 .00 .00 .00 .00 .00 0 011478 CHEMICAL SERVICES COMPANY .00 .00 .00 .00 .00 247.50 0 014201 CHEMICAL WASTE MANAGEMENT .00 192.50 .00 .00 .00 .00 0 070858 CHEMICAL WASTE MANAGEMENT 1,291.50 .00 .00 .00 .00 .00 0 079963 CHEMICAL WASTE MANAGEMENT 29,447.00 .00 .00 .00 .00 .00 0 076601 CHEMICAL WAY CORPORATION 5,917.48 .00 .00 .00 .00 .00 0 006719 CHEMIONICS CORPORATION 110.00 .00 .00 .00 .00 .00 0 009242 CHEMLINK PETROLEUM 72.00 .00 .00 .00 .00 481.25 0 000723 CHEMPAC LTD 4,820.00 .00 .00 .00 .00 .00 0 078599 CHEMPAK 632.50 82.50 27.50 55.00 55.00 495.00 0 003774 CHEMPLY INCORPORATED .00 .00 .00 .00 .00 605.00 0 013139 CHEMPLY INCORPORATED 451.00 .00 300.00 50.00 55.00 3,283.20 0 079621 CHEMQUEST 27.50 .00 .00 .00 .00 .00 0 088510 CHEMREAL CORP 1,642.39- .00 .00 .00 .00 .00 0 089156 CHEMREAL INC 1,249.80 .00 .00 .00 .00 .00 0 004735 CHEMRON CORPORATION 7,886.40 1,301.25 .00 .00 1,801.42 1,208.45 0 086232 CHEMRON CORPORATION 15,387.50 .00 .00 2,830.00- 2,700.00 1,755.00 0 065733 CHEMSTREAM .00 .00 .00 .00 .00 6,462.22 0 064649 CHEMSUN INC .00 .00 .00 .00 .00 1,163.14- 0 059160 CHEMTALL INCORPORATED 7,647.45 82.50 .00 .00 .00 .00 0 051629 CHEMTECH INTERNATIONAL 4,861.00 275.00 .00 247.50 .00 .00 0 071010 CHEMTECH INTERNATIONAL 1,409.15 .00 .00 .00 .00 .00 0 016230 CHEMTECH PRODUCTS 1,962.75 .00 .00 .00 .00 .00 0 075712 CHERRY HILL CONSTRUCTION .00 .00 .00 .00 .00 951.35 0 083239 CHERRY HILL CONSTRUCTION .00 .00 .00 .00 .00 570.00 0 016060 CHESAPEAKE CORPORATION 110.00 .00 .00 .00 .00 .00 0 080470 CHESAPEAKE HARDWOOD .00 .00 .00 .00 .00 137.50 0 007484 CHESEBROUGH PONDS 45.00 .00 .00 .00 .00 .00 0 021225 CHESEBROUGH PONDS 790.00 3,266.97 100.00 .00 480.00 .00 0 001604 CHEVRON CHEMICAL COMPANY 110.00 .00 .00 .00 .00 .00 0 005604 CHEVRON CHEMICAL COMPANY 1,381.98 .00 .00 .00 .00 .00 0 008172 CHEVRON CHEMICAL COMPANY 82.50 .00 .00 .00 .00 .00 0 015950 CHEVRON CHEMICAL COMPANY 16,836.57 .00 .00 .00 .00 .00 0 016520 CHEVRON CHEMICAL COMPANY 109,165.97 .00 .00 .00 .00 110.00- 0 021148 CHEVRON CHEMICAL COMPANY 5,040.00 .00 .00 .00 .00 .00 0 023077 CHEVRON CHEMICAL COMPANY 2,743.90 .00 .00 .00 .00 264.49 0 060248 CHEVRON CHEMICAL COMPANY 82.50 .00 .00 .00 .00 .00 0 068370 CHEVRON CHEMICAL COMPANY 1,691.69 .00 .00 .00 .00 .00 0 078516 CHEVRON CHEMICAL COMPANY 90.00 .00 .00 .00 .00 .00 0 082179 CHEVRON CHEMICAL COMPANY 787.50 .00 .00 .00 .00 .00
RCP017 AGED ACCOUNTS RECEIVABLE AS OF 4/30/93
CO CUST NAME 0-90 91-120 121-150 151-180 181-210 OVER 0 088986 CHEVRON CHEMICAL COMPANY 10,682.08 .00 .00 .00 .00 .00 0 003078 CHEVRON U S A INC 518.40 1,961.13 .00 .00 .00 .00 0 004618 CHEVRON U S A INC 3,371.50 .00 .00 .00 .00 .00 0 006624 CHEVRON U S A INC 206.25 .00 .00 .00 .00 27.50 0 066985 CHEVRON U S A INC 4,262.00 .00 .00 .00 .00 .00 0 075964 CHEVRON U S A INC 36,883.39 77.91 25.92 340.80 587.04 21.00 0 086077 CHEVRON U S A INC 2,733.41 .00 .00 .00 .00 .00 0 016430 CHICAGO MAGNET WIRE CORP 2,368.00 .00 .00 .00 .00 .00 0 089705 CHOICE TRANSPORTATION 7,793.06 .00 .00 .00 .00 .00 0 087960 CHRISTY CORP 567.00 1,703.00 425.53 .00 .00 .00 0 051186 CHRYSLER CORP .00 .00 .00 .00 .00 220.00 0 053375 CHRYSLER CORP 110.00 .00 .00 137.50 .00 .00 0 068803 CHRYSLER CORP .00 824.00 970.47 .00 184.73 607.88 0 064343 CHUBB NATIONAL FOAM 3,559.84 .00 .00 .00 .00 .00 0 085701 CHUBB NATIONAL FOAM 82.50 55.00 .00 .00 .00 .00 0 087006 CHUSEI USA INC 100.00 340.00- .00 .00 .00 .00 0 006549 CIBA GEIGY CORPORATION 6,510.36 .00 .00 55.00 .00 .00 0 008095 CIBA GEIGY CORPORATION 285.00 .00 .00 .00 .00 .00 0 012952 CIBA GEIGY CORPORATION 69,139.45 .00 .00 .00 .00 .00 0 014711 CIBA GEIGY CORPORATION .00 .00 .00 .00 .00 577.50- 0 016560 CIBA GEIGY CORPORATION 141,022.10 2,898.70 1,187.00 62.95 .00 .00 0 019324 CIBA GEIGY CORPORATION 135.00 .00 .00 .00 .00 .00 0 021705 CIBA GEIGY CORPORATION 1,497.50- .00 .00 .00 850.00 137.00 0 021725 CIBA GEIGY CORPORATION 265.00 .00 .00 .00 .00 .00 0 024191 CIBA GEIGY CORPORATION 32,636.40 1,000.00 .00 .00 100.00 200.00 0 032240 CIBA GEIGY CORPORATION 3,848.00 .00 .00 .00 .00 .00 0 056773 CIBA GEIGY CORPORATION 1,810.00 .00 .00 .00 .00 302.00 0 075083 CIBA GEIGY CORPORATION 1,857.10 .00 .00 .00 1,807.10- .00 0 076953 CIBA GEIGY CORPORATION 8,869.60 .00 .00 .00 .00 .00 0 078659 CIBA GEIGY CORPORATION 3,125.00 .00 .00 .00 .00 .00 0 088799 CIBA GEIGY CORPORATION 12,933.80 .00 .00 .00 .00 .00 0 089199 CIBA GEIGY CORPORATION .00 364.50- .00 .00 .00 .00 0 073887 CIBA-GEIGY SA MEXICANA SA 125.00 .00 .00 .00 .00 .00 0 012324 CIBRO PETROLEUM PRODUCTS 1,650.00 .00 .00 .00 .00 .00 0 007616 CITGO PETROLEUM CORP .00 .00 .00 .00 .00 131.22 0 090219 CITGO PETROLEUM CORP 211.56 .00 .00 .00 .00 .00 0 007793 CITY OF AKRON .00 .00 .00 .00 .00 55.00 0 007684 CITY OF NIAGARA FALLS .00 .00 .00 .00 .00 27.50 0 051676 CITY OF TULSA .00 .00 .00 137.50 .00 .00 0 022127 CITY OF WICHITA 27.50 .00 .00 .00 .00 .00 0 023943 CL INDUSTRIES INC .00 .00 .00 .00 .00 220.00 0 016910 CLAIROL INC 110.00 .00 .00 .00 .00 106.50 0 027083 CLARK FILTER 65.00 .00 .00 .00 .00 .00 0 008468 CLAUSSEN COMPANY .00 .00 .00 .00 82.50 82.50 0 073190 CLAYTON CORPORATION 82.50 .00 .00 .00 .00 .00 0 077149 CLEAN HARBORS INC 1,000.00 .00 .00 .00 .00 .00 0 012610 CLOROX COMPANY 2,253.60 .00 .00 .00 .00 .00 0 024856 CLOUD CORPORATION 65.00 .00 .00 .00 .00 .00 0 050868 CLOUGH CHEMICAL 10,656.60 .00 .00 .00 .00 .00 0 027341 CMX INC .00 .00 .00 .00 .00 3,633.34 0 004869 COASTAL EAGLE POINT OIL 137.50 .00 .00 .00 .00 1,299.00
RCP017 AGED ACCOUNTS RECEIVABLE AS OF 4/30/93
CO CUST NAME 0-90 91-120 121-150 151-180 181-210 OVER 0 075773 COASTAL ENGINERRED PROD 450.00 .00 .00 .00 .00 82.50 0 007233 COASTAL OIL NEW YORK INC 2,800.00 .00 .00 .00 .00 .00 0 007487 COASTAL REFINING & MARKET 80.00 .00 .00 .00 .00 .00 0 012501 COCA COLA BOTTLING CO 110.00 .00 .00 .00 .00 .00 0 064269 COCA COLA BOTTLING CO .00 .00 110.00 .00 .00 110.00 0 070788 COCA COLA BOTTLING CO 27.50 .00 .00 .00 .00 .00 0 001828 COCA COLA USA 1,227.50 302.50 632.50 .00 .00 1,690.00 0 084947 COCA COLA USA 976.35 .00 .00 .00 .00 .00 0 086866 COCHEM .00 .00 .00 .00 .00 55.00 0 065614 COLDMATIC REFREGERATION .00 .00 .00 .00 .00 82.50 0 008915 COLE CHEMICALS & DIST 405.78 259.62 .00 .00 .00 .00 0 055392 COLDFAX INC .00 .00 .00 .00 .00 604.50 0 017610 COLGATE PALMOLIVE COMPANY 1,429.00 68.75 .00 .00 .00 343.75 0 063709 COLGATE PALMOLIVE COMPANY .00 .00 .00 .00 .00 172.50 0 017647 COLONIAL OIL INDUSTRIES .00 .00 .00 .00 .00 27.50 0 076467 COLONIAL PIPELINE 013245 4,965.66 .00 .00 .00 .00 .00 0 064151 COLORCON 538.54 .00 .00 .00 .00 .00 0 001084 COLORITE PLASTICS .00 .00 .00 .00 .00 6,800.00 0 090161 COLUMBIA FOREST PRODUCTS 302.50 .00 .00 .00 .00 .00 0 018540 COLUMBUS MC KINNON CO 2,208.73 .00 .00 .00 .00 .00 0 003319 COMMANDING OFFICER .00 275.00 .00 .00 220.00 2,159.50 0 000522 COMMERCIAL PRODUCTS .00 .00 .00 .00 .00 440.00 0 076707 COMMONWEALTH OIL CORP .00 1,100.00 .00 .00 .00 .00 0 061877 COMPAC CORP 18,000.00 .00 .00 .00 .00 .00 0 066021 COMPONENTES MECANICAS 112,443.59 .00 1,050.30 2,685.60 .00 5,046.20- 0 006266 COMPRESSION POLYMERS 4,164.00 .00 .00 .00 .00 .00 0 004180 CONCORD CHEMICAL COMPANY 55.00 .00 .00 .00 .00 .00 0 081832 CONE MILLS CORPORATION 275.00 .00 .00 .00 .00 .00 0 063457 CONICA CORP 45.00 .00 .00 .00 .00 2,452.50 0 002354 CONOCO INC 2,746.50 .00 .00 .00 .00 .00 0 006918 CONOCO INC 2,417.60 .00 .00 .00 .00 .00 0 056721 CONOCO INC 26,471.44 .00 .00 .00 .00 .00 0 087226 CONOCO INC 1,277.60 .00 .00 .00 .00 .00 0 077099 CONQUEST CHEMICALS 562.50 .00 .00 .00 .00 .00 0 086518 CONRAIL CORPORATION .00 .00 .00 .00 .00 980.65 0 059357 CONSOLIDATED ALUMINUM 348.64 .00 .00 .00 .00 .00 0 050077 CONSOLIDATED COAL COMPANY 880.34 .00 .00 .00 .00 .00 0 009590 CONSOLIDATED PAPER INC .00 .00 .00 .00 90.00- .00 0 017661 CONSOLIDATED RAIL CORP 2,497.00 .00 .00 .00 .00 .00 0 087835 CONSOLIDATED RAIL CORP 4,489.50 .00 .00 .00 .00 3,448.00 0 088780 CONSOLIDATED RAIL CORP .00 .00 3,721.25 2,876.25 3,120.00 .00 0 080682 CONTAINER CARE 513.75 .00 .00 .00 .00 .00 0 019580 CONTAINER CORP OF AMERICA 27.50 .00 .00 .00 .00 .00 0 056926 CONTAINER CORP OF AMERICA 192.50 .00 .00 .00 .00 75.00 0 061348 CONTAINER CORP OF AMERICA .00 612.00 .00 .00 .00 .00 0 068766 CONTAINER CORP OF AMERICA 4,315.40 .00 .00 .00 .00 .00 0 027704 CONTINENTAL CAN COMPANY .00 55.00 .00 .00 .00 .00 0 001583 CONTINENTAL INDUSTRIAL CH .00 .00 137.50- .00 .00 .00 0 086296 CONTINENTAL TRAFFIC SVC I 192.00 .00 .00 .00 .00 .00 0 084445 CONVENIENCE KING INC .00 .00 .00 .00 .00 315.00 0 084908 CONWAY INTERMODAL .00 .00 .00 .00 .00 383.50
RCP017 AGED ACCOUNTS RECEIVABLE AS OF 4/30/93
CO CUST NAME 0-90 91-120 121-150 151-180 181-210 OVER 0 019350 CONWELL OIL CORPORATION 4,715.25 .00 .00 .00 .00 .00 0 028621 COOK COMPOSITES & POLYMER 8,923.10 110.00 .00 .00 .00 1,010.80 0 081570 COOK COMPOSITES & POLYMER 82.50 .00 .00 .00 .00 .00 0 090053 COOK FAMILY FOODS 27.50 .00 .00 .00 .00 .00 0 023247 COOKSON PIGMENTS INC 447.66 27.50 .00 .00 .00 265.00 0 083700 COOKSON PIGMENTS INC 1,548.92 .00 .00 .00 .00 .00 0 000287 COOLEY INC .00 .00 .00 .00 .00 55.00 0 090104 COON INDUSTRIES 1,171.00 .00 .00 .00 .00 .00 0 082195 COOPER OIL TOOL CO .00 .00 .00 .00 .00 82.50 0 086380 COOPER POWER 927.58 .00 .00 .00 .00 .00 0 077730 COOPER POWER SYSTEMS 12,306.14 27.50- .00 .00 .00 .00 0 088884 COOPER POWER SYSTEMS .00 .00 3,253.60 .00 .00 .00 0 019550 COOPERS CREEK CHEM COMP 2,015.00 .00 .00 .00 .00 .00 0 020180 COPOLYMER RUBBER & CHEM 7,324.15 .00 .00 .00 .00 .00 0 019860 CORNING CLASS COMPANY 30,774.04 .00 .00 .00 .00 .00 0 077840 CORNWALL CHEMICALS LTD 256.80 .00 .00 .00 32.10 2,439.60 0 077165 CORRECTIONAL ENTERPRISES 137.50 .00 .00 .00 .00 .00 0 088671 CORRIGATED CONTAINER CO 7,517.05 .00 .00 .00 .00 .00 0 007658 CORWOOD LABS INC .00 .00 27.50 .00 61.50 .00 0 005064 COSCO INCORPORATED 1,169.00 .00 .00 .00 .00 .00 0 084801 COUNTRYMARK CO-OP .00 .00 .00 .00 .00 45.00 0 024209 COUNTY LINE QUARRY 990.94 .00 .00 .00 .00 .00 0 083232 COURTAULDS AEROSPACE 1,000.00 .00 .00 .00 .00 .00 0 086543 COURTAULDS AEROSPACE 15,233.42 .00 .00 .00 .00 .00 0 081030 COURTNEY INDUSTRIES CORP 16,001.00 484.10- 808.60 97.50- .00 2,245.69- 0 089928 COVENANT COAL 45.00 .00 .00 .00 .00 .00 0 021601 CRANE & COMPANY 6,411.15 .00 .00 .00 .00 .00 0 058793 CRESCENT INKS INC .00 .00 .00 .00 .00 200.00 0 015095 CROOA INC 25,561.65 .00 .00 .00 .00 .00 0 025515 CROMPTON & KNOWLES CORP 65.65 .00 .00 .00 .00 402.50 0 083585 CROMPTON & KNOWLES CORP 1,067.50 .00 .00 .00 .00 .00 0 003121 CROSS OIL & REFINING CO 1,086.90 .00 .00 .00 .00 .00 0 064456 CROSSFIELD CHEMICAL CO .00 .00 .00 .00 .00 150.00 0 005819 CRYSTAL TISSUE 3,566.22 .00 884.13 396.37 .00 .00 0 075159 CSS1 .00 .00 .00 .00 .00 1,732.50 0 055606 CUMBERLAND FARMS 275.00 .00 .00 .00 .00 .00 0 080424 CUSTOCHEM 1,056.25 .00 .00 1,056.25 .00 .00 0 083446 CUSTOM CHEMICAL 519.78 .00 .00 .00 .00 .00 0 005710 CUSTOM INTERCHEM INC. .00 552.91 .00 .00 .00 .00 0 050889 CUSTOM PAPERS GROUP 150.50 .00 454.75 .00 .00 .00 0 020960 CYANAMID OF CANADA 22,492.42 .00 .00 1,107.75 1,516.60 417.25 0 064733 CYANAMID OF CANADA 6,560.61 .00 .00 .00 .00 .00 0 078444 CYANAMID OF CANADA 8,838.20 4,643.80 .00 .00 .00 .00 0 079499 CYANAMID OF CANADA .00 .00 .00 465.45 .00 .00 0 028644 CYCLOPS CORPORATION 82.50 .00 .00 .00 .00 .00 0 020615 CYRO CANADA INC 357.50 .00 .00 .00 .00 .00 0 013957 CYRO INDUSTRIES 45.00 .00 .00 .00 .00 .00 0 051009 CYRO INDUSTRIES 12,220.50 210.70 .00 .00 .00 .00 0 083233 D K ENTERPRISES .00 .00 .00 .00 .00 1,330.00 0 082898 DAIRY FARM PRODUCTS .00 .00 .00 .00 .00 200.00 0 016909 DANA CORPORATION 110.00 .00 .00 .00 .00 .00
RCP017 AGED ACCOUNTS RECEIVABLE AS OF 4/30/93
CO CUST NAME 0-90 91-120 121-150 151-180 181-210 OVER 0 021193 DANA TRANSPORT 4,500.00 .00 .00 .00 .00 .00 0 021130 DANIEL INTERNATIONAL 220.00 .00 .00 .00 .00 .00 0 003546 DAUBERT CHEMICAL COMPANY 2,512.95 .00 .00 .00 .00 .00 0 007617 DAVID MICHAEL & CO INC .00 .00 .00 .00 677.50 .00 0 089123 DAVIDSON INTERIOR TRIM/TE 27.50 110.00 .00 .00 .00 .00 0 068296 DAVIDSON INTERIOR/TEXTRO .00 .00 .00 .00 .00 220.00 0 021300 DAVIDSON RUBBER COMPANY .00 .00 .00 .00 .00 125.50 0 026355 DAVIDSON RUBBER COMPANY 192.50 .00 .00 .00 .00 75.00- 0 006333 DAVOLIN PAINT .00 .00 .00 .00 .00 137.50 0 052104 DAY-CLO COLOR .00 .00 .00 .00 .00 302.50 0 078485 DE GUSSA CORP 10,121.00 .00 .00 .00 .00 1,400.00 0 089531 DE GUSSA CORP 82.50 .00 .00 .00 .00 .00 0 005111 DEFENSE ACCOUNTING OFFICE 103,514.97 5,506.00 9,532.50 8,775.00 82.50 21,911.39 0 054724 DEFT INC .00 .00 .00 .00 .00 75.00- 0 018063 DELCO ELECTRONICS CORP .00 .00 .00 .00 .00 443.00 0 090191 DELTA AIR INCORPORATED 735.00 .00 .00 .00 .00 .00 0 005675 DELTA CORRUGATED .00 .00 .00 .00 .00 55.00 0 010309 DELTA DISTRIBUTORS INC 1,923.90 .00 .00 .00 .00 .00 0 006232 DELTA INDUSTRIAL COATINGS .00 .00 27.50 .00 .00 .00 0 016361 DELTA LABORATORIES .00 .00 .00 .00 .00 45.00 0 078183 DELTA PETROLEUM PRODUCTS 943.50 .00 .00 .00 .00 .00 0 022120 DELTA SOLVENTS & CHEM CO 3,075.00 .00 .00 .00 .00 .00 0 071918 DELTECH CORP 103,948.65 .00 125.00- .00 75.50 2,396.25 0 052649 DEMENNO KERDOON .00 .00 .00 .00 .00 210.00- 0 076789 DENA CORP .00 .00 .00 .00 .00 55.00 0 079647 DENALT CHEMICALS .00 .00 .00 .00 .00 88.81 0 023743 DENCO INDUSTRIES .00 .00 .00 .00 .00 150.46 0 004722 DENNIS CHEMICAL 55.00 .00 .00 .00 .00 .00 0 026905 DEPT OF ENVIRONMENTAL .00 .00 .00 .00 82.50 55.00 0 083033 DERIVADOS 540.00 .00 .00 .00 .00 .00 0 086117 DESIGN TIME INC .00 .00 .00 .00 .00 92.00 0 026965 DETREX CHEMICAL IND 1,695.31 .00 .00 .00 .00 .00 0 090049 DEUTSCH CO 1,306.40 .00 .00 .00 .00 .00 0 005716 DEXTER CORPORATION 681.75 .00 .00 .00 .00 .00 0 070571 DEXTER CORPORATION .00 .00 .00 .00 .00 875.00 0 087436 DEXTER ELECTRONIC MATERIA 683.60 .00 .00 .00 .00 .00 0 056691 DEXTRAN PRODUCTS .00 .00 64.20- .00 .00 .00 0 077658 DIAL CORPORATION 2,925.00 .00 .00 .00 .00 .00 0 068183 DICEY MILLS INC .00 .00 .00 .00 .00 50.00 0 002224 DICKLER CHEMICAL INC .00 .00 .00 .00 .00 55.00 0 090144 DIRECTOR, DFAS INDIANAPOLI 6,742.00 .00 .00 .00 .00 .00 0 068258 DISPOSAL SYSTEMS INC .00 .00 .00 .00 120.00 835.96 0 023240 DISTILLLATION PRODUCTS IND 55.00 .00 .00 .00 .00 .00 0 007627 DIVERSEY CORPORATION 412.50 412.50 385.00 137.50 165.00 137.50 0 080320 DIVERSEY CORPORATION .00 .00 .00 .00 .00 475.00 0 085771 DIVERSEY FABRILIFE CORP 27.50 .00 .00 .00 .00 .00 0 086621 DIVERSIFIED CHEMICAL PROD .00 .00 830.00 1,620.00 1,715.00 4,045.00 0 089178 DIVERSIFIED CHEMICAL PROD 68.75 .00 .00 .00 .00 .00 0 083423 DIVEX .00 .00 .00 .00 .00 21,319.00 0 067209 DIXIANA MILL .00 .00 .00 .00 .00 45.00 0 055868 DOBER CHEMICAL CORP 27.50 .00 .00 .00 .00 .00
RCP017 AGED ACCOUNTS RECEIVABLE AS OF 4/30/93
CO CUST NAME 0-90 91-120 121-150 151-180 181-210 OVER 0 023500 DOCK RESINS CORP 165.00 .00 .00 .00 .00 .00 0 023790 DOFASCO INC 1,598.48 128.40 .00 .00 .00 761.84 0 088598 DOMFER METALS 64.20 .00 .00 .00 .00 .00 0 004594 DOMINION COLOR COMPANY 1,324.66 .00 .00 .00 .00 .00 0 001972 DOMINION FOAM CORPORATION 2,977.50 .00 .00 .00 .00 .00 0 003430 DOMINO SUGAR CORPORATION .00 .00 .00 .00 82.50 .00 0 011953 DOMINO SUGAR CORPORATION 55.00 .00 .00 .00 2,608.48 .00 0 068503 DOMINO SUGAR CORPORATION 247.50 .00 .00 .00 82.50 1,908.00 0 081755 DOMTAR GYPSUM 55.00 .00 .00 .00 .00 .00 0 083704 DORAN TEXTILES INC 459.00 459.00- .00 .00 .00 .00 0 010365 DOUBLE EAGLE STEEL CTG CO 12,524.20 209.00 222.50 .00 .00 1,330.00 0 065478 DOUBLE ENVELOPE CO .00 .00 .00 .00 .00 55.00 0 085232 DOVE AVIATION INC 4,727.00 565.50 1,238.00 .00 .00 2,051.60 0 085233 DOVE AVIATION INC 2,191.00 .00 .00 .00 .00 .00 0 004383 DOW CHEMICAL CANADA 152.00 .00 .00 .00 .00 .00 0 023960 DOW CHEMICAL CANADA INC 134,081.06 .00 .00 .00 .00 .00 0 064061 DOW CHEMICAL CANADA INC 12,238.73 .00 .00 .00 .00 .00 0 066788 DOW CHEMICAL CANADA INC 45.00 .00 .00 .00 .00 .00 0 072210 DOW CHEMCIAL CANADA INC 27.50 220.00 1,159.88 .00 .00 .00 0 086408 DOW CHEMICAL CANADA INC 90.00 .00 .00 .00 .00 .00 0 009195 DOW CHEMICAL COMPANY 720.00 .00 .00 .00 .00 .00 0 011679 DOW CHEMCIAL COMPANY 60.00 .00 .00 .00 .00 1,931.52 0 011904 DOW CHEMCIAL COMPANY 485.00 .00 .00 .00 .00 .00 0 023320 DOW CHEMICAL COMPANY 5,939.04 .00 .00 .00 .00 .00 0 024000 DOW CHEMCIAL COMPANY 71,633.64 .00 .00 .00 .00 673.26- 0 024250 DOW CHEMICAL COMPANY 49,107.29 3,400.00 .00 .00 .00 90.00 0 024800 DOW CHEMCIAL COMPANY 12,773.00 577.50 120.00 360.00 .00 156.96- 0 024470 DOW CHEMCIAL COMPANY 115,175.54 .00 1,823.50 289.00- 1,761.00 3,393.52- 0 027705 DOW CHEMICAL COMPANY 8,529.38 .00 .00 .00 .00 .00 0 051018 DOW CHEMCIAL COMPANY 4,125.00 1,315.00 .00 .00 .00 .00 0 055107 DOW CHEMICAL COMPANY 130.00 .00 .00 .00 .00 .00 0 069669 DOW CHEMICAL COMPANY 9,444.68 .00 45.00 1,024.24 225.00 641.90 0 079935 DOW CHEMICAL COMPANY .00 .00 .00 .00 .00 120.00- 0 083413 DOW CHEMICAL COMPANY 17,746.00 .00 .00 .00 .00 .00 0 083890 DOW CHEMICAL COMPANY 25,394.88 9,315.00 .00 .00 .00 .00 0 085838 DOW CHEMICAL COMPANY 560.00 .00 .00 .00 .00 .00 0 088563 DOW CHEMICAL COMPANY 675.00 .00 .00 .00 .00 .00 0 083615 DOW CHEMICAL USA 1286,481.99 1,475.66 1,100.75 1,628.38 1,960.14 507.36 0 087784 DOW CHEMICAL USA 58,131.81 67.50 425.71 65.00 .00 .00 0 086251 DOW CORNING CORP./ INTRAC 550.00 .00 .00 .00 .00 .00 0 000299 DOW CORNING CORPORATION 1,523.20 .00 .00 .00 .00 .00 0 023740 DOW CORNING CORPORATION 4,390.13 .00 .00 .00 .00 .00 0 024110 DOW CORNING CORPORATION 10,955.60 .00 140.00 .00 .00 137.50 0 024490 DOW CORNING CORPORATION 27,687.12 8,712.00- .00 .00 .00 00 0 028115 DOW CORNING CORPORATION 522.00 .00 .00 .00 .00 .00 0 056578 DOW CORNING CORPORATION 5,052.13 .00 .00 .00 .00 .00 0 081047 DOW ELANCO .00 .00 .00 .00 .00 55.00- 0 058216 DOW INTERNATIONAL/DOMESTI 6,090.00 5,594.00 .00 .00 .00 .00 0 090156 DOW NORTH AMERICA 2,075.32 .00 .00 .00 .00 .00 0 086269 DOW USA 10,096.20 1,002.50 1,275.00 .00 .00 .00 0 005873 DOW USA EASTERN DIVISION 45.00 .00 .00 .00 .00 .00
RCP017 AGED ACCOUNTS RECEIVABLE AS OF 4/30/93
CO CUST NAME 0-90 91-120 121-150 151-180 181-210 OVER 0 083418 DOW USA LOUISIANA DIVISIO .00 .00 .00 .00 .00 140.00- 0 083607 DOW USA MICHIGAN DIVISION .00 .00 .00 .00 .00 142.60- 0 077331 DOWBRANDS INC 6,313.67 .00 58.99 .00 .00 .00 0 082283 DOWELANCO 225.00 .00 .00 .00 .00 .00 0 086164 DOWELANCO/MICHIGAN DIVISI 55,464.88 .00 .00 .00 .00 .00 0 026271 DOWELL SCHLUMBERGER INC 3,677.60 .00 .00 .00 .00 282.50 0 064303 DOWELL SCHLUMBERGER INC .00 .00 .00 .00 .00 3,535.75- 0 082930 DOWELL SCHLUMBERGER INC .00 .00 .00 .00 .00 160.00 0 083426 DOWELL SCHLUMBERGER INC .00 .00 .00 .00 .00 60.00 0 055205 DOWN RIVER 805.00 .00 .00 .00 .00 .00 0 012054 DREW CHEMICAL COMPANY 603.00 538.61 .00 .00 .00 4,390.19 0 001569 DREXEL CHEMICAL COMPANY 3,865.40 .00 .00 .00 .00 .00 0 015300 DREXEL CHEMCIAL COMPANY 1,481.30 .00 334.50 .00 .00 300.00 0 064082 DRYDEN OIL COMPANY 2,081.76 .00 .00 .00 .00 140.00 0 024476 DSM CHEMICALS 790.00 .00 .00 .00 .00 .00 0 024500 DUBOIS CHEMCIALS INC 55.00 .00 .00 .00 55.00 .00 0 059629 DUBROOK .00 .00 .00 .00 .00 1,096.00 0 078848 DUCK BACK PRODUCTS 3,186.25 .00 .00 .00 .00 .00 0 078652 DUCK BACK PRODUCTS 6,572.50 .00 .00 .00 .00 .00 0 087203 DUNCOR ENTERPRISES INC .00 .00 .00 .00 .00 7,294.94 0 000469 DUPONT OF CANADA LTD 271,008.06 3,432.09 3,218.30 1,525.30 555.00 8,603.98 0 012140 DUPONT OF CANADA LTD 3,672.97 .00 .00 .00 .00 .00 0 028685 DURAL PRODUCTS .00 .00 .00 .00 .00 .00 0 009281 DURON PAINT INC .00 .00 .00 .00 .00 125.00 0 080110 DUTCH CHEMICALS 27.50 .00 .00 .00 .00 .00 0 006205 DYNA TECH ADHESIVES INC 27,264.20 156.00 .00 .00 .00 .00 0 076753 DYNAGEN INC 50.00 .00 .00 .00 .00 50.00- 0 074053 E DAVIS .00 .00 .00 .00 .00 55.00 0 010753 E F HOUGHTON & COMPANY 724.50 .00 .00 570.00 272.50 4,591.14 0 061583 E F HOUGHTON & COMPANY 2,568.51 62.62 .00 .00 .00 583.68 0 005002 E I DUPONT 27.50 .00 .00 .00 .00 .00 0 007731 E I DUPONT 388.50 .00 .00 .00 .00 .00 0 008056 E I DUPONT 540.00 .00 .00 .00 .00 .00 0 012340 E I DUPONT 3,118.50 .00 .00 .00 .00 .00 0 025030 E I DUPONT 65.00 .00 .00 .00 .00 .00 0 025080 E I DUPONT 302.00 .00 .00 .00 .00 896.00 0 025240 E I DUPONT .00 .00 .00 .00 .00 3,366.00 0 055075 E I DUPONT 528,840.89 6,009.86 2,420.24 952.44 .00 5,056.66 0 055447 E I DUPONT 100.00 .00 .00 .00 .00 .00 0 056579 E I DUPONT 15,097.50 .00 .00 .00 .00 .00 0 063426 E I DUPONT 3,785.16 .00 .00 .00 .00 .00 0 066073 E I DUPONT 3,000.00 1,000.00 .00 .00 .00 .00 0 085286 E I DUPONT 5,886.50 .00 .00 1,000.00 2,000.00 .00 0 085859 E I DUPONT 28,080.00 .00 .00 .00 .00 00 0 014493 E I DUPONT FMIS 2169,841.83 18,210.04 6,881.45 .00 .00 5,336.93- 0 072709 E N S R OPERATIONS 427.00 .00 715.00 881.30- .00 .00 0 054117 E R CARPENTER COMPANY INC .00 .00 .00 854.00 427.00 27.50- 0 020954 EASTECH CHEMICAL INC 3,219.00 .00 .00 .00 .00 200.00 0 079581 EASTERN CONSOLIDATED UTIL .00 .00 .00 .00 .00 2,080.60 0 089287 EASTMAN CHEMCIAL 220.00 .00 .00 .00 .00 .00 0 060638 EASTMAN CHEMCICAL COMPANY 5,975.00 110.00 .00 .00 567.50 .00
RCP017 AGED ACCOUNTS RECEIVABLE AS OF 4/30/93
CO CUST NAME 0-90 91-120 121-150 151-180 181-210 OVER 0 081470 EASTMAN CHEMICAL COMPANY 20,595.77 1,030.00 .00 .00 .00 .00 0 025910 EASTMAN KODAK COMPANY 29,681.45 .00 .00 .00 .00 .00 0 061182 ECCLESTONE INDUSTRIAL CHE 753.00 .00 .00 .00 .00 140.00 0 074611 ECHOLAB INC .00 .00 516.50 .00 .00 .00 0 075645 ECOLAB INC .00 .00 2,397.87 2,429.97 .00 .00 0 088059 ECOLOCHEM INC 157.56 .00 .00 .00 .00 .00 0 029875 ECONOMICS LABORATORY INC 82.50 .00 .00 .00 .00 .00 0 029885 ECONOMICS LABORATORY INC 27.50 .00 .00 .00 .00 .00 0 057079 EDDIE MERCER INC 150.00 .00 .00 .00 .00 .00 0 060540 EDWARDS HIGH VACUUM 1,285.00 .00 .00 .00 .00 .00 0 086161 EKA NOBEL INC 9,419.00 .00 .00 .00 .00 .00 0 089894 EKA NOBEL INC 4,774.00 .00 .00 .00 .00 .00 0 070153 EL PASO REFINING .00 .00 .00 .00 .00 140.00 0 000155 ELF ATOCHEM 583.00 5,094.50 .00 .00 .00 .00 0 004633 ELF ATOCHEM .00 .00 .00 .00 .00 1,400.00 0 013140 ELF ATOCHEM 577.50 .00 .00 433.75 .00 .00 0 023058 ELF ATOCHEM 4,589.31 .00 .00 .00 .00 .00 0 026312 ELF ATOCHEM 146,396.11 19,892.40 3,774.50 .00 850.40 969.00 0 051650 ELF ATOCHEM 26,459.50 82.50 .00 .00 .00 61.85 0 058913 ELF ATOCHEM 2,452.00 .00 .00 .00 .00 .00 0 062400 ELF ATOCHEM 4,916.00 .00 95.00 .00 .00 .00 0 074194 ELF ATOCHEM 44,980.70 .00 .00 1,680.90 .00 .00 0 074198 ELF ATOCHEM 1,951.34 2,195.54 1,995.00 .00 .00 .00 0 074672 ELF ATOCHEM 3,351.00 .00 1,202.00 .00 .00 1,086.50- 0 075485 ELF ATOCHEM 13,642.00 .00 .00 .00 .00 .00 0 078878 ELF ATOCHEM 33,142.05 2,911.00- .00 1,416.25 .00 464.00 0 078896 ELF ATOCHEM 1,536.40 560.30 .00 .00 .00 650.00 0 080328 ELF ATOCHEM 2,757.50 .00 .00 .00 .00 182.00 0 081660 ELF ATOCHEM 19,439.20 .00 .00 .00 .00 .00 0 082103 ELF ATOCHEM 3,003.75 .00 .00 .00 .00 .00 0 086400 ELF ATOCHEM 3,626.50 .00 .00 .00 .00 380.00 0 089036 ELF ATOCHEM 3,585.42 .00 .00 .00 .00 .00 0 089149 ELF ATOCHEM 3,438.00 1,139.90 .00 .00 .00 .00 0 081674 ELI LILLY & COMPANY INC 852.50 .00 .00 .00 .00 .00 0 008583 ELIZABETHTOWN WATER CO .00 .00 26.00 .00 .00 .00 0 005049 ELKEM METALS COMPANY 1,475.00 .00 .00 .00 .00 .00 0 090041 ELLIOTT BROTHERS STEEL CO 2,302.40 .00 .00 .00 .00 .00 0 089694 EMBALLAGE ST JEAN 64.20 .00 .00 .00 .00 .00 0 089151 ENERY WORLDWIDE 45.00 .00 .00 .00 .00 .00 0 080551 EML ENTERPRISES 110.00 .00 55.00 .00 .00 27.50 0 006639 EMPAK INCORPORATED 110.00 525.50 .00 .00 .00 897.50 0 088481 EMPAK INCORPORATED .00 .00 .00 420.00 .00 .00 0 050301 EMPIRE MARBLE .00 .00 .00 .00 .00 82.50 0 062559 EMS AMERICAN GRILON 75.00 .00 .00 .00 .00 00 0 023421 ENGELHARD CORPORATION .00 .00 25.00 75.00 .00 150.00 0 024773 ENGELHARD CORPORATION 27.50 .00 .00 .00 .00 .00 0 050674 ENSCO INC .00 .00 .00 .00 .00 2,474.00 0 087383 ENSI .00 .00 .00 .00 .00 130.00 0 073171 ENSING PRODUCTS .00 .00 385.00 .00 .00 .00 0 084737 ENSOLITE INC 110.00 .00 .00 .00 .00 .00 0 082429 ENTROPEX 659.66 .00 .00 .00 .00 .00
RCP017 AGED ACCOUNTS RECEIVABLE AS OF 4/30/93
CO CUST NAME 0-90 91-120 121-150 151-180 181-210 OVER 0 087498 ENVIRODYNE CORPORATION 308.30 .00 .00 .00 .00 9,840.00 0 076869 ENVIRODYNE SYSTEMS 192.50 .00 .00 .00 .00 .00 0 088902 ENVIRONMENTAL PRODS & SER .00 3,120.00 1,560.00 .00 .00 .00 0 084884 ENVIRONMENTAL PRODUCTS & .00 .00 .00 .00 .00 3,750.00 0 089482 ENVIRONMENTAL WASTE CONTR 216.00 .00 .00 .00 .00 .00 0 089525 ERGON REFINING INC 2,162.60 .00 .00 .00 .00 .00 0 075320 ERIE COKE CORPORATION 137.50 1,402.50 .00 .00 .00 460.00 0 064693 ERVIN KAHLER IND .00 .00 .00 160.00 .00 .00 0 074828 ESSEX GROUP 165.00 .00 .00 .00 .00 .00 0 082238 ESSEX SPECIALTY COMPANY 9,211.00 .00 .00 .00 .00 .00 0 006964 ESSO CHEMICAL CANADA 119.50 .00 .00 .00 .00 .00 0 054461 ESSO CHEMICAL CANADA 9,340.11 .00 .00 .00 1,156.53 .00 0 055563 ESSO PETROLEUM CANADA 2,898.00 .00 .00 .00 2,832.50 3,037.18 0 063293 ESSO PETROLEUM CANADA 2,805.60 .00 .00 .00 .00 .00 0 015676 ESSROC MATERIALS INC .00 .00 .00 .00 .00 1,843.79 0 056330 ESSROC MATERIALS INC 12,671.21 .00 .00 .00 .00 1,747.66 0 087931 ETHICHEM CORP 82.50 .00 .00 .00 .00 .00 0 006586 ETHYL CANADA INC 5,509.90 .00 .00 .00 .00 .00 0 006291 ETHYL CORPORATION 66,718.07 658.04 .00 .00 .00 .00 0 009091 ETHYL CORPORATION 136.25 .00 .00 .00 .00 82.50 0 017157 ETHYL CORPORATION 4,673.25 117.00 .00 .00 .00 115.00 0 028470 ETHYL CORPORATION 5,348.75 .00 .00 .00 .00 .00 0 028480 ETHYL CORPORATION 37,298.85 275.00 211.00 .00 117.50 .00 0 087530 ETHYL CORPORATION 13,187.85 .00 .00 .00 .00 .00 0 088429 ETHYL CORPORATION 27.50 .00 .00 .00 .00 .00 0 026600 ETHYL PETROLEUM ADDITIVIES .00 .00 .00 .00 .00 1,877.66 0 029955 ETHYL PETROLEUM ADDITIVIES 14,241.75 .00 .00 .00 .00 295.00 0 067769 ETHYL PETROLEUM ADDITIVIES .00 .00 .00 .00 1,870.00 .00 0 088788 ETHYL PETROLEUM ADDITIVIES 14,302.84 .00 .00 .00 .00 .00 0 053449 EUCLID CHEMICAL COMPANY 860.14 .00 .00 .00 .00 .00 0 079079 EURO GULF INC .00 .00 .00 .00 .00 2,770.04 0 075435 EVANS ADHESIVES CORP 80.00 .00 .00 .00 .00 .00 0 010074 EVANS CHEMETICS 137.50 .00 .00 .00 .00 .00 0 028530 EVANS CHEMETICS 4,628.59 .00 .00 .00 .00 .00 0 011171 EVANS COOPERAGE CO INC 41.25- .00 .00 .00 .00 .00 0 016945 EVANS COOPERAGE CO INC .00 .00 .00 .00 .00 2,145.00 0 004957 EVERETT V MOSER .00 .00 .00 131.84- .00 .00 0 075527 EVERGREEN OIL CO 693.00 .00 .00 .00 42.00 .00 0 065613 EXCEL OF TENNESSEE INC 82.50 .00 .00 .00 .00 .00 0 087102 EXCEL TSD INC 19,288.32 750.00 1,725.00 1,350.00 .00 .00 0 086669 EXPERT FREIGHT INC OF GA .00 1,603.90 .00 .00 .00 164.32 0 089661 EXPRESS CONTAINER SERVICE 211.50 .00 .00 .00 .00 .00 0 001309 EXXON CHEMICAL AMERICAS 5,711.50 .00 120.00 .00 .00 120.00 0 010101 EXXON CHEMICAL AMERICAS 1,740.46 .00 .00 .00 192.50 2,213.30 0 027820 EXXON CHEMICAL AMERICAS 1,084.00 .00 .00 .00 .00 .00 0 027890 EXXON CHEMICAL AMERICAS 4,267.80 .00 .00 .00 .00 2,030.50- 0 027990 EXXON CHEMICAL AMERICAS 27,058.00 .00 .00 .00 .00 .00 0 057483 EXXON CHEMICAL AMERICAS 13,393.86 .00 .00 .00 .00 .00 0 075564 EXXON CHEMICAL AMERICAS .00 .00 .00 .00 .00 534.00 0 080405 EXXON CHEMICAL AMERICAS .00 .00 .00 .00 .00 220.00 0 031440 EXXON CHEMICAL COMPANY 4,780.15 .00 .00 .00 .00 165.00-
RCP017 AGED ACCOUNTS RECEIVABLE AS OF 4/30/93
CO CUST NAME 0-90 91-120 121-150 151-180 181-210 OVER 0 078839 EXXON CHEMICAL COMPANY 6,469.16 404.48- .00 .00 .00 .00 0 084361 EXXON CHEMICAL COMPANY 6,000.00 .00 .00 .00 .00 .00 0 020176 EXXON CHEMICAL TRADING IN .00 .00 .00 .00 .00 52.00 0 005676 EXXON COMPANY U S A 2,574.00 .00 .00 .00 .00 .00 0 006450 EXXON COMPANY U S A 2,847.00 .00 .00 .00 .00 27.50 0 015731 EXXON COMPANY U S A 22.50 .00 .00 .00 .00 .00 0 027810 EXXON COMPANY U S A 2,243.00 .00 1,119.50 .00 .00 375.00 0 055439 EXXON COMPANY U S A 440.00 .00 .00 .00 .00 .00 0 058602 EXXON COMPANY U S A 11,643.75 .00 1,120.00 .00 .00 2,336.00 0 062083 EXXON COMPANY U S A .00 .00 .00 .00 .00 370.80 0 072963 EXXON COMPANY U S A 1,085.00 .00 .00 1,085.00 .00 .00 0 084967 EXXON COMPANY U S A 358.00 .00 .00 .00 .00 .00 0 090198 EZE MANUFACTURING N W INC 532.50 .00 .00 .00 .00 .00 0 056169 F E COOPER LUMBER 944.81 .00 .00 .00 .00 .00 0 003207 F M C ACG CORPORATION 9,621.50 .00 .00 .00 .00 .00 0 016882 F M C ACG CORPORATION 14,230.36 .00 .00 .00 .00 .00 0 023391 F M C ACG CORPORATION 27.50 .00 .00 .00 .00 .00 0 030570 F M C ACG CORPORATION 132,417.25 .00 .00 238.00 .00 .00 0 057800 F M C ACG CORPORATION 61,693.57 3,667.40 .00 .00 .00 .00 0 075431 F M C ACG CORPORATION .00 .00 .50 .00 .00 394.28- 0 084436 F M C ACG CORPORATION 13,833.90 2,310.00 .00 .00 .00 192.50- 0 005210 F M C CORPORATION .00 723.00 945.00 .00 .00 .00 0 005619 F M C CORPORATION 4,040.00 20.00 .00 .00 .00 .00 0 023007 F M C CORPORATION 6,328.00 .00 .00 .00 1,208.80 702.00- 0 030450 F M C CORPORATION 467.50 .00 .00 .00 .00 265.00 0 030540 F M C CORPORATION 9,900.00 3,450.00 .00 .00 .00 .00 0 030550 F M C CORPORATION 55.00 .00 .00 30.00 .00 .00 0 058950 F M C CORPORATION 302.50 .00 .00 .00 .00 .00 0 074661 F M C CORPORATION .00 .00 .00 .00 130.50- .00 0 079274 F M C CORPORATION 1,936.00 .00 .00 .00 .00 .00 0 079950 F M C CORPORATION .00 .00 .00 1,360.00- .00 .00 0 080136 F M C CORPORATION 2,366.50 284.00 322.00- 80.00 27.50 .00 0 082984 F M C CORPORATION 35,177.85 2,663.26 1,949.33 1,612.00 .00 1,171.00 0 008578 F M C CORPORATION / LITHI 547.00 .00 .00 .00 .00 82.50 0 006646 F M C CORPORATION / LITHI 21,676.48 .00 .00 .00 .00 320.00 0 056935 FAESY & BESTHOFF INC 2,282.00 .00 .00 .00 .00 .00 0 001533 FAR RESEARCH INC 192.50 .00 .00 .00 .00 .00 0 003501 FARLEY CHEMICAL & SOLVENT 45.00 .00 .00 .00 .00 .00 0 008142 FARMLAND INDUSTRIES 1,326.60 .00 .00 .00 .00 .00 0 052043 FARMLAND INDUSTRIES 305.00 .00 .00 .00 .00 .00 0 081409 FAVESA 220.00 .00 .00 .00 .00 .00 0 001429 FEDERAL PAPERBOARD CO .00 80.00 .00 .00 .00 .00 0 077354 FERRANTI PACKARD INC 192.50 .00 .00 .00 .00 .00 0 089109 FERRANTI PACKARD INC 4,486.42 .00 .00 .00 .00 .00 0 032035 FERRO CORPORATION 18,199.70 .00 .00 .00 .00 320.00 0 089537 FERTIZONA INC 315.00 .00 .00 .00 .00 .00 0 052886 FIBER-LITE CORP 512.00 .00 .00 .00 .00 .00 0 005595 FIEDALE CORP 450.00 .00 .00 .00 .00 .00 0 006430 FIELDALE CORPORATION 350.00 .00 .00 .00 .00 .00 0 079639 FIELDCREST CANNON INC 472.00 .00 .00 .00 .00 .00 0 090034 FIL-PAK CO 2,992.00 .00 .00 .00 .00 .00
RCP017 AGED ACCOUNTS RECEIVABLE AS OF 4/30/93
CO CUST NAME 0-90 91-120 121-150 151-180 181-210 OVER 0 008339 FINA OIL & CHEMICAL CO .00 .00 688.50- .00 .00 .00 0 009009 FINA OIL & CHEMICAL CO 33,485.26 2,480.62 .00 1,260.25 .00 552.21 0 012827 FINA OIL & CHEMICAL CO 3,982.00 .00 .00 .00 75.00 .00 0 087833 FINA OIL & CHEMICAL CO 1,968.75 .00 .00 .00 .00 .00 0 029430 FINCH PRUYN CO INC .00 55.00 .00 .00 .00 .00 0 000251 FINDETT CORPORATION 1,540.00 .00 .00 .00 .00 .00 0 053835 FINDLEY ADHESIVES INC 3,678.00 .00 .00 .00 .00 .00 0 075583 FIRESTONE BLDG PRODUCTS C .00 .00 .00 .00 .00 215.00 0 054265 FIRESTONE BLDG PRODUCTS P .00 .00 .00 .00 .00 357.50 0 006112 FIRESTONE TIRE & RUBBER 110.00 .00 .00 .00 .00 .00 0 078347 FIRMENICH INC 1,746.30 .00 .00 .00 .00 .00 0 082301 FIRMENICH INC 82.50 .00 .00 .00 .00 .00 0 089868 FIRST BRANDS 10,651.53 .00 .00 .00 .00 .00 0 013671 FIRST BRANDS CORPORATION 5,482.80 .00 3,608.23 .00 .00 .00 0 076800 FIRST BRANDS CORPORATION 1,135.00 .00 .00 .00 .00 .00 0 083167 FIRST BRANDS INDUSTRIES C 2,379.60 .00 .00 .00 .00 .00 0 012230 FIRST CHEMICAL CORP 5,471.98 .00 .00 .00 .00 .00 0 012086 FIRST CHEMICAL & EQUIPMENT 220.00 .00 .00 .00 .00 55.00 0 009275 FISHER GUIDE DIV OF GM .00 .00 .00 .00 .00 146.00- 0 029830 FISHER SCIENTIFIC 696.00 .00 .50 .00 .00 .00 0 071966 FIVE STAR FINISHING INC 415.00 .00 .00 .00 .00 .00 0 077923 FLEISCHMANNS YEAST 201.60 .00 .00 .00 .00 .00 0 028070 FLETCHER OIL & REFINING .00 .00 1,044.80 .00 .00 .00 0 088456 FLETCHER OIL & REFINING .00 .00 .00 862.00 .00 .00 0 000805 FLEX PRODUCTS 82.50 .00 .00 .00 .00 .00 0 077095 FLEXCON COMPANY INC 275.00 .00 .00 .00 .00 .00 0 071879 FLEXEL INC 1,225.30 .00 .00 .00 .00 .00 0 065351 FLEXI FLO TERMINAL .00 .00 .00 .00 .00 100.00 0 014380 FLEXI FLO-CON RAIL .00 .00 .00 .00 .00 451.00 0 029870 FLEXIBLE PRODUCTS CO INC 2,706.15 .00 .00 .00 .00 .00 0 084513 FLINT INK CORPORATION .00 .00 .00 874.40- .00 .00 0 088437 FLOUR A LIFE 39.00 .00 .00 .00 .00 .00 0 061231 FLUID PACKAGING CO 825.00 137.50 220.00 .00 192.50 467.50 0 008908 FOAM ENTERPRISES INC 100.00 .00 .00 .00 .00 .00 0 075173 FOAMEX CORPORATION .00 .00 275.00 .00 .00 .00 0 076986 FOAMEX CORPORATION 110.00 .00 .00 .00 .00 110.00- 0 001028 FOAMEX PRODUCTS INC 27.50 .00 .00 .00 .00 .00 0 072630 FOAMEX PRODUCTS INC .00 .00 .00 .00 .00 330.00 0 079364 FOAMEX PRODUCTS INC 27.50 .00 .00 .00 .00 .00 0 072892 FOAMSEAL INCORPORATED 1,688.55 .00 .00 .00 .00 .00 0 078438 FOAMTEX INC 45.00 .00 .00 .00 .00 .00 0 055717 FOGEL FUEL SERVICE 352.82 .00 .00 .00 .00 .00 0 068512 FOOTE MINERAL COMPANY .00 .00 .00 .00 .00 260.00 0 002776 FORD MOTOR COMPANY 82.50 .00 .00 .00 .00 .00 0 010329 FORD MOTOR COMPANY 612.00 .00 .00 .00 .00 233.84 0 013152 FORD MOTOR COMPANY .00 .00 .00 .00 .00 433.50 0 030640 FORD MOTOR COMPANY .00 .00 .00 45.00 .00 .00 0 032625 FORD MOTOR COMPANY 82.50 .00 .00 .00 .00 .00 0 051990 FORD MOTOR COMPANY 1,340.00 .00 .00 .00 .00 48.00 0 060637 FORD MOTOR COMPANY 310.00 137.50 407.50 25.00 190.00 997.50 0 067943 FORD MOTOR COMPANY 17,379.52 .00 .00 .00 .00 643.40
RCP017 AGED ACCOUNTS RECEIVABLE AS OF 4/30/93
CO CUST NAME 0-90 91-120 121-150 151-180 181-210 OVER 0 068564 FORD MOTOR COMPANY 376.04 .00 .00 .00 .00 .00 0 071854 FORD MOTOR COMPANY 9,085.00 .00 .00 .00 .00 .00 0 075630 FORD MOTOR COMPANY .00 192.50 .00 .00 .00 27.50 0 078175 FORD MOTOR COMPANY 1,417.58 .00 .00 .00 .00 .00 0 079241 FORD MOTOR COMPANY .00 .00 .00 .00 434.00 1,773.50 0 084827 FORD MOTOR COMPANY 715.00 .00 .00 .00 .00 .00 0 057983 FORMOSA PLASTICS CORP 55.00 .00 .00 .00 .00 .00 0 079372 FORMOSA PLASTICS CORP 540.00 .00 .00 .00 .00 3,174.90 0 065235 FORT HOWARD PAPER COMPANY 137.50 .00 .00 .00 .00 .00 0 023699 FORT ORANGE PAPER CO INC .00 .00 .00 .00 .00 123.75 0 083344 FORTIFIBER CORP 45.00 .00 .00 .00 .00 .00 0 004476 FOX RIVER PAPER MILLS INC 834.20 .00 .00 .00 .00 .00 0 039580 FRANCIS BARNES 886.96 .00 .00 .00 .00 .00 0 004806 FRANKLIN INTERNATIONAL 10,596.10 .00 .00 .00 .00 .00 0 003963 FRANKLIN OIL COMPANY .00 .00 137.50 .00 .00 .00 0 011493 FRANKLIN PLASTICS .00 .00 110.00 .00 27.50 79.00 0 002241 FRASER PAPER CO LTD 135.00 7,872.78 .00 .00 .00 .00 0 086341 FREEDOM TEXTILE CHEM GROU 220.00 .00 .00 .00 .00 .00 0 085954 FRESH PAK .00 .00 .00 .00 .00 878.72 0 090069 FRITO LAY 82.50 .00 .50 .00 .00 .00 0 085240 FRITZ COMPANIES INC .00 .00 .00 .00 .00 322.00 0 086873 FUEL TANK MAINTENANCE 1,052.00 .00 .00 .00 .00 .00 0 077759 FUJI PHOTO FILM INC 165.00 .00 .00 .00 .00 .00 0 081021 FULCO CHEMICAL SPECIALTY 1,932.00 .00 .00 .00 .00 .00 0 065009 FULLER SALES 13,438.34 4,445.93 1,961.62 .00 .00 .00 0 090220 FUTURE FOAM INC 41.25 .00 .00 .00 .00 .00 0 080429 G A F CORPORATION .00 .00 .00 .00 .00 110.00 0 090037 G A F CORPORATION 260.00 .00 .00 .00 .00 .00 0 087076 G F I 502.00 .00 .00 .00 .00 .00 0 056706 G J CHEMICAL COMPANY 55.00 .00 .00 .00 .00 .00 0 001225 G K TECHNOLOGIES 165.00 .00 .00 .00 .00 .00 0 028240 G R FOAM PRODUCTS CORP .00 110.00 .00 .00 .00 .00 0 088922 G S ROBINS .00 .00 .00 .00 392.80 .00 0 004170 G S ROBINS & COMPANY 4,347.70 .00 84.00- .00 .00 .00 0 076922 G S ROBINS & COMPANY 267.50 .00 .00 .00 .00 .00 0 061056 G T S TRANS 712.50 .00 .00 .00 .00 .00 0 050606 G W SMITH & SONS 1,685.12 120.00 .00 .00 .00 .00 0 083375 GABRIEL CHEMICALS INC 23,925.55 .00 .00 .00 .00 395.18 0 001137 GAGE PROUDCTS COMPANY 36.00 .00 .00 .00 .00 .00 0 027801 GALLADE CHEMICAL COMPANY 238.00 .00 .00 .00 .00 .00 0 011444 GANTRADE CORPORATION .00 330.00 .00 .00 .00 .00 0 081114 GANTRADE CORPORATION 26,280.10 .00 48.00 .00 .00 .00 0 068520 GARDNER ASPHALT 1,682.79 .00 .00 .00 .00 .00 0 020809 GARRETT OIL COMPANY .00 .00 .00 .00 .00 892.34 0 004931 GARRISON FUEL COMPANY 183.00 .00 .00 .00 .00 .00 0 010274 GARY CORP .00 27.50 .00 .00 .00 .00 0 088163 GATEWAY ADDITIVES 1,485.00 .00 .00 .00 .00 .00 0 074770 GAYLORD CHEMICAL CORP 2,559.94 .00 .00 .00 .00 .00 0 058659 GAYLORD CONTAINER CORPORA .00 .00 .00 .00 .00 27.50 0 005457 GAYLORD CONTAINERS LIMITE 27.50 .00 .00 .00 .00 .00 0 083654 GE CANADA .00 .00 .00 .00 .00 110.00-
RCP017 AGED ACCOUNTS RECEIVABLE AS OF 4/30/93
CO CUST NAME 0-90 91-120 121-150 151-180 181-210 OVER 0 074842 GEBHARDT-VOGEL TANNING CO .00 .00 .00 .00 .00 695.00 0 050616 GEHRING MONTGOMERY INC 781.28 .00 .00 .00 .00 .00 0 033820 GENCORP POLYMER PRODUCTS 422.10 .00 .00 .00 .00 51.27 0 082546 GENECOR 6,791.75 .00 .00 .00 .00 .00 0 016471 GENERAL CHEMICAL CORP .00 1,059.72 .00 .00 .00 .00 0 032710 GENERAL CHEMICAL CORP 7,530.25 693.50 .00 27.50 27.50 4,617.00 0 053283 GENERAL CHEMICAL CORP 185,458.98 1,584.24 2,120.66 963.00 1,222.00 1,046.11 0 053948 GENERAL CHEMICAL CORP 55.00 .00 .00 .00 .00 82.50 0 055677 GENERAL CHEMICAL CORP 2,172.00 .00 .00 .00 .00 .00 0 057006 GENERAL CHEMICAL CORP 4,176.26 .00 82.50 .00 .00 .00 0 061414 GENERAL CHEMICAL CORP 110.00 .00 .00 .00 .00 55.00 0 024573 GENERAL DYNAMICS CORP .00 .00 .00 .00 .00 1,373.50 0 082498 GENERAL ELECTRIC CANADA 5,207.50 .00 .00 540.00 .00 270.00 0 010310 GENERAL ELECTRIC COMPANY 2,185.00 .00 .00 .00 .00 .00 0 018099 GENERAL ELECTRIC COMPANY 3,608.02 .00 .00 .00 .00 .00 0 032650 GENERAL ELECTRIC COMPANY 62.50 .00 .00 .00 .00 .00 0 033200 GENERAL ELECTRIC COMPANY 74,616.48 .00 .00 .00 .00 .00 0 033220 GENERAL ELECTRIC COMPANY 880.00 27.50 .00 .00 .00 .00 0 056044 GENERAL ELECTRIC COMPANY .00 .00 .00 .00 .00 220.00- 0 061800 GENERAL ELECTRIC COMPANY 92,323.25 .00 82.50 .00 .00 .00 0 069700 GENERAL ELECTRIC COMPANY 417,669.90 10,364.66 150.00 90.00 2,752.30 5,112.32 0 081274 GENERAL ELECTRIC COMPANY 34,972.77 3,935.65 .00 .00 .00 .00 0 081275 GENERAL ELECTRIC COMPANY .00 2,470.00- 375.00- .00 .00 .00 0 081276 GENERAL ELECTRIC COMPANY 121,522.00 3,100.00 .00 20,000.00- 7,494.00- 5,952.50 0 087970 GENERAL ELECTRIC COMPANY 42,279.48 .00 .00 .00 .00 .00 0 088395 GENERAL ELECTRIC COMPNAY 55.00 .00 .00 .00 .00 .00 0 088641 GENERAL ELECTRIC COMPANY 7,630.00 .00 .00 .00 .00 .00 0 010330 GENERAL ELECTRIC PLASTICS 55.00 .00 .00 60.00 120.00 .00 0 033320 GENERAL ELECTRIC PLASTICS 3,517.00 .00 .00 .00 .00 .00 0 061610 GENERAL ELECTRIC PLASTICS 11,410.50 .00 .00 .00 122.74 429.28 0 063080 GENERAL ELECTRIC PLASTICS 2,460.52 1,763.00 .00 .00 .00 .00 0 080171 GENERAL ELECTRIC PLASTICS 11,023.97 1,763.00 440.00 .00 3,510.00 .00 0 089819 GENERAL ELECTRIC PLASTICS 60,386.50 .00 .00 .00 .00 .00 0 081072 GENERAL ELECTRIC SILICONE 173,644.50 1,995.00 2,576.00 .00 .00 .00 0 088480 GENERAL ELECTRIC SILICONE 10,946.00 .00 .00 .00 .00 .00 0 080606 GENERAL FIBER & FABRIC .00 .00 .00 .00 .00 .00 0 003211 GENERAL FOAM CORPORATION 192.50 123.75 .00 .00 .00 .00 0 014240 GENERAL FOAM CORPORATION 55.00 .00 .00 .00 .00 .00 0 072532 GENERAL FORWARDING 3,400.00 .00 .00 .00 .00 .00 0 010945 GENERAL LATEX & CHEMICAL 2,690.00 .00 .00 .00 .00 .00 0 033500 GENERAL LATEX & CHEMICAL 270.00 .00 .00 .00 .00 .00 0 089088 GENERAL LATEX AND CHEMICA 27.50 .00 .00 .00 .00 .00 0 088028 GENERAL MOTORS 3,000.00 .00 .00 .00 .00 .00 0 002931 GENERAL MOTORS CORP .00 .00 .00 .00 .00 23.00- 0 003229 GENERAL MOTORS CORP .00 .00 601.80- .00 .00 23.00 0 005053 GENERAL MOTORS CORP .00 .00 .00 .00 .00 65.00- 0 006342 GENERAL MOTORS CORP .00 247.50 .00 .00 .00 .00 0 007573 GENERAL MOTORS CORP .00 .00 .00 .00 .00 27.50 0 008582 GENERAL MOTORS CORP 510.00 .00 .00 .00 .00 .00 0 009505 GENERAL MOTORS CORP 605.00 220.00 .00 .00 .00 82.50 0 028039 GENERAL MOTORS CORP 7,177.25 .00 .00 .00 .00 .00
RCP017 AGED ACCOUNTS RECEIVABLE AS OF 4/30/93
CO CUST NAME 0-90 91-120 121-150 151-180 181-210 OVER 0 037530 GENERAL MOTORS CORP 50.00 .00 .00 .00 .00 .00 0 041130 GENERAL MOTORS CORP 4,819.00 106.00 .00 117.00 117.00 94.50 0 057252 GENERAL MOTORS CORP .00 .00 .00 .00 .00 250.00 0 067186 GENERAL MOTORS CORP 2,006.00 .00 .00 .00 .00 702.00 0 072449 GENERAL MOTORS CORP 8,039.00 .00 .00 .00 .00 .00 0 076848 GENERAL MOTORS CORP 1,375.00 220.00 247.50 605.00 137.50 2,323.75 0 076888 GENERAL MOTORS CORP .00 40.00 .00 .00 .00 912.50 0 079271 GENERAL MOTORS CORP .00 .00 .00 .00 .00 82.50- 0 085751 GENERAL MOTORS CORP 400.00 75.00 50.00 25.00 .00 .00 0 086710 GENERAL MOTORS CORP 3,610.80 1,203.60 1,226.60 413.00 413.00 .00 0 089363 GENERAL MOTORS CORP 14,707.50 .00 .00 .00 .00 .00 0 058065 GENERAL MOTORS CORP/FISHE 398.75 .00 .00 .00 .00 .00 0 022944 GENERAL SPICE 2,260.47 .00 .00 .00 .00 .00 0 064492 GENERAL TIRE .00 .00 .00 .00 .00 75.00 0 008233 GENERAL TIRE & RUBBER CO 529.50 .00 .00 .00 .00 .00 0 037430 GENERAL TIRE & RUBBER CO .00 .00 .00 .00 .00 55.00- 0 087669 GENESCO INC 137.50 .00 .00 .00 .00 .00 0 028588 GENLABS .00 .00 .00 .00 .00 161.00 0 070914 GENOVESE INDUSTRIES .00 .00 .00 .00 .00 200.00 0 080448 GEOBASE FOUNDATION SYSTEM .00 .00 .50 260.00 .00 .00 0 034020 GEORGE A GOULSTON CO 10,964.95 220.00 27.50 .00 .00 233.75 0 025323 GEORGE S COYNE 1,127.50 .00 .00 .00 .00 .00 0 028624 GEORGIA GULF CORP 280.00 .00 .00 .00 .00 .00 0 033950 GEORGIA GULF CORP 149.00 .00 .00 .00 .00 .00 0 006032 GEORGIA PACIFIC CORP 6,708.95 .00 .00 .00 .00 .00 0 007064 GEORGIA PACIFIC CORP 392.00 .00 .00 .00 .00 .00 0 007509 GEORGIA PACIFIC CORP 10,152.50 75.00 .00 27.50 .00 106.50- 0 014619 GEORGIA PACIFIC CORP 55.00 .00 .00 .00 55.00 .00 0 027396 GEORGIA PACIFIC CORP 27.50 .00 .00 .00 .00 .00 0 034140 GEORGIA PACIFIC CORP 60.00 .00 .00 .00 .00 120.00 0 034220 GEORGIA PACIFIC CORP 7,437.25 .00 .00 .00 .00 700.50 0 053728 GEORGIA PACIFIC CORP 957.00 .00 945.00 .00 .00 .00 0 080192 GEORGIA PACIFIC CORP 137.50 .00 .00 .00 .00 .00 0 081052 GEORGIA PACIFIC CORP 3,256.40 .00 .00 .00 .00 .00 0 082346 GEORGIA PACIFIC CORP 82.50 .00 .00 .00 .00 .00 0 082960 GEORGIA PACIFIC CORP 22.00 46.00 .00 21.00 21.00 42.00 0 089456 GEORGIA PACIFIC CORP 50.00 .00 .00 .00 .00 .00 0 089866 GEORGIA PACIFIC CORP 535.96 .00 .00 .00 .00 .00 0 087898 GEORGIA POWER 577.00 .00 .00 .00 .00 .00 0 090172 GEORGIA POWER CO 685.50 .00 .00 .00 .00 .00 0 034090 GEORGIA POWER COMPANY 500.00 .00 .00 .00 .00 .00 0 034100 GEORGIA POWER COMPANY 1,291.36 .00 .00 .00 .00 .00 0 034110 GEORGIA POWER COMPANY 3,642.17 .00 .00 .00 .00 .00 0 090137 GERAGHTY & MILLER 2,356.72 .00 .00 .00 .00 .00 0 054968 GIANT REFINING COMPANY .00 .00 .00 .00 .00 228.00 0 087906 GIBBS DYE CASTING .00 .00 .00 27.50 .00 .00 0 010585 GIBRALTAR CHEMICAL RESOUR 7,806.25 1,360.00 560.00 360.00 630.00 1,645.00 0 016420 GIBSON & HOMANS .00 .00 .00 .00 .00 550.00 0 084734 GILARDI ENVIRONMENTAL .00 .00 .00 .00 .00 4,420.00 0 034130 GILLETTE COMPANY 82.50 .00 .00 .00 55.00 220.00 0 034260 GIVAUDAN CORPORATION 52.52 .00 .00 .00 26.00 .00
RCP017 AGED ACCOUNTS RECEIVABLE AS OF 4/30/93
CO CUST NAME 0-90 91-120 121-150 151-180 181-210 OVER 0 004968 GLASTIC CORPORATION 1,721.00 .00 .00 .00 .00 .00 0 056962 GLASTIC CORPORATION 5,732.60 .00 .00 .00 .00 .00 0 087297 GLAXO .00 .00 .00 .00 .00 1,410.40 0 004457 GLIDDEN COMPANY 387.50 .00 .00 .00 .00 .00 0 008860 GLIDDEN COMPANY 1,487.00 .00 .00 .00 .00 .00 0 034440 GLIDDEN COMPANY 6,976.50 .00 112.75 .00 .00 .00 0 034450 GLIDDEN COMPANY 3,264.34 .00 .00 .00 55.00 55.00- 0 034870 GLIDDEN COMPANY 1,649.25 .00 .00 .00 .00 150.00 0 080236 GLIDDEN COMPANY .00 4,181.35 .00 .00 .00 .00 0 024911 GLOBAL PLASTICS CORP .00 .00 .00 .00 .00 27.50 0 057063 GLOBE MANUFACTURING CO .00 .00 .00 .00 .00 52.00 0 072518 GLOBE VEDAG 4,866.36 .00 609.90 160.50 .00 .00 0 001663 GLOUCESTER COMPANY .00 .00 .00 .00 82.50 55.00 0 079821 GNB BATTERIES INC .00 .00 .00 .00 .00 165.00 0 004692 GOLD BOND BLDG PRODUCTS 3,498.35 .00 .00 .00 .00 2,626.82 0 062238 GOLD BOND BLDG PRODUCTS .00 .00 .00 .00 .00 168.00 0 083678 GOLD BOND BLDG PRODUCTS .00 265.00 265.00 60.00 .00 175.00 0 084389 GOLD BOND BLDG PRODUCTS .00 .00 .00 .00 .00 144.00 0 085934 GOLD BOND BUILDING PRODUC 82.50 .00 .00 .00 .00 .00 0 065263 GOLD KIST INC .00 .00 .50 .00 .00 250.00 0 020412 GOLDSCHMIDT CHEMICAL 2,011.03 .00 .00 .00 .00 .00 0 068338 GOODYEAR CANADA INC 82.50 .00 .00 .00 .00 55.00- 0 072872 GOODYEAR CANADA INC 55.00 .00 .00 .00 .00 156.00 0 000472 GOODYEAR TIRE & RUBBER CO 1,659.36 1,258.28- .00 577.00 1,400.60- .00 0 002343 GOODYEAR TIRE & RUBBER CO 82.50 55.00 .00 .00 .00 412.50 0 021599 GOODYEAR TIRE & RUBBER CO .00 .00 1,636.00 75.00 50.00 74.82 0 035160 GOODYEAR TIRE & RUBBER CO 3,586.80 .00 .00 622.40 50.00 992.40- 0 035200 GOODYEAR TIRE & RUBBER CO 24,160.98 373.07 .00 1,021.84 .00 487.50 0 035440 GOODYEAR TIRE & RUBBER CO 2,891.16 .00 .00 .00 .00 .00 0 035630 GOODYEAR TIRE & RUBBER CO 1,650.59 .00 .00 .00 .00 971.89 0 036540 GOODYEAR TIRE & RUBBER CO 483.00 .00 .00 .00 .00 .00 0 069543 GOODYEAR TIRE & RUBBER CO 9,523.60 .00 1,360.25 .00 .00 .00 0 009716 GOOMAN BROTHERS .00 .00 .00 .00 .00 472.00 0 065600 GOULD INC 27.50 .00 .00 .00 .00 .00 0 012306 GPM GAS CORPORATION .00 .00 .00 .00 .00 192.00 0 064050 GPM GAS CORPORATION 1,350.00 .00 .00 .00 .00 .00 0 068129 GRAHAM INSULATION 224.70 .00 .00 .00 .00 .00 0 077712 GRAHAM PRODUCTS LTD .00 .00 .00 .00 .00 1,475.50 0 075018 GRANITE CITY WASTE WATER .00 .00 80.00 .00 .00 170.00 0 010272 GRANT CHEMICAL COMPANY 55.00 .00 .00 .00 .00 .00 0 035450 GRANT CHEMICAL COMPANY 476.00 .00 .00 .00 130.00 .00 0 011118 GREAT DANE INCORPORATED 55.00 .00 .00 .00 .00 .00 0 054276 GREAT DANE INCORPORATED 55.00 .00 .00 27.50 .00 .00 0 026414 GREAT LAKES CHEMICAL 27.50 .00 .00 .00 .00 .00 0 064471 GREAT LAKES CHEMICAL CO 4,371.90 2,486.85 .00 .00 .00 .00 0 073897 GREAT LAKES CHEMICAL CORP 4,383.78 .00 .00 .00 .00 .00 0 011980 GREAT WESTERN CARPET CO 27.50 .00 .00 .00 .00 45.00 0 002276 GREAT WEATERN CHEMICAL CO 749.00 27.50 .00 .00 .00 .00 0 056625 GREAT WESTERN CHEMICAL CO 366.59 .00 .00 .00 .00 .00 0 059581 GREAT WESTERN CHEMICAL CO .00 .00 .00 .00 334.10 .00 0 015129 GREENWALD INDUSTRIAL PROD .00 .00 .00 .00 .00 80.00
RCP017 AGED ACCOUNTS RECEIVABLE AS OF 4/30/93
CO CUST NAME 0-90 91-120 121-150 151-180 181-210 OVER 0 090000 GREGORY RYAN INC 27.50 .00 .00 .00 .00 .00 0 088605 GRINNELL CORPORATION 1,100.88 .00 .00 .00 .00 .00 0 058094 GROW GROUP INC 412.50 .00 .00 .00 .00 .00 0 069079 GROW GROUP INC 192.50 .00 .00 .00 .00 .00 0 003946 GUARDSMAN PRODUCTS INC 1,721.09 .00 .00 .00 .00 225.00 0 074521 GUARDSMAN PRODUCTS INC 1,877.00 150.00 .00 .00 150.00 1,732.50 0 064216 GUELPH PRODUCTS 5,492.30 .00 .00 .00 .00 .00 0 085573 GULF COAST SPECIALTY PROD .00 .00 .00 .00 .00 185.00 0 052908 GULF OIL-CUMBERLAND FARM .00 .00 .00 .00 .00 90.10 0 080524 GULF OIL-CUMBERLAND FARM 1,051.00 .00 .00 .00 .00 .00 0 001796 H B FULLER COMPANY 1,839.50 .00 .00 .00 .00 .00 0 013512 H B FULLER COMPANY 925.00 2,416.75 .00 .00 .00 .00 0 018003 H B FULLER COMPANY .00 .00 .00 .00 .00 192.50 0 036265 H B FULLER COMPANY 20,314.35 2,915.00 .00 .00 .00 1,450.00- 0 052149 H B FULLER COMPANY .00 .00 .00 .00 .00 200.00 0 058093 H B FULLER COMPANY 556.00 .00 .00 .00 .00 .00 0 076926 H B FULLER COMPANY 791.00 .00 .00 .00 .00 .00 0 083223 H B FULLER COMPANY 2,766.00 .00 .00 .00 .00 .00 0 058762 H C HYDROCARBONS INC 40.00 .00 .00 .00 .00 .00 0 086736 H C I GEORGIA INC 18,026.56 .00 .50 .00 .00 .00 0 080833 H H & K BURG OIL 1,067.11 .00 .00 .00 .00 .00 0 010797 H HELLER COMPANY .00 .00 .00 .00 .00 679.50 0 086274 H HELLER COMPANY .00 .00 .00 .00 .00 6,223.45 0 063168 H L BLACHFORD INC 82.50 .00 .00 .00 .00 .00 0 036250 H R SIMON & COMPANY .00 27.50 .00 .00 .00 .00 0 089495 HAARMAN AND REIMER, S.A. 6,066.00 .00 .00 .00 .00 .00 0 052870 HAARMANN & REIMER CORP .00 .00 .00 .00 .00 55.00 0 066498 HAARMANN & REIMER CORP 4,118.00 .00 .00 .00 .00 .00 0 089603 HAARMANN & REIMER CORP 467.50 .00 .00 .00 .00 .00 0 067121 HACKENSACK WATER COMPANY 70,947.60 .00 .00 .00 .00 .00 0 039590 HALL CHEMICAL COMPANY .00 .00 .00 .00 225.00 .00 0 025325 HALLIBURTON IND SERVICES .00 .00 .00 .00 55.00 50.00 0 080454 HALLTOWN PAPERBOARD CO IN 1,225.00 .00 .00 .00 .00 .00 0 003813 HALTERMANN INCORPORATED 27.50 .00 .00 .00 .00 .00 0 075622 HAMILTON STANDARD .00 .00 .00 .00 .00 26.00 0 036880 HAMPDEN-MATHIEU CORP 341.38 .00 .00 .00 .00 2,053.15 0 011724 HAMPSHIRE CHEMICAL 412.50 .00 .00 .00 .00 .00 0 022440 HAMPSHIRE CHEMICAL CORP 6,114.00 .00 .00 .00 .00 .00 0 089585 HAMPSHIRE CHEMICAL CORP 2,175.00 .00 .00 .00 .00 .00 0 004084 HANGSTERFERS LABS INC 412.50 330.00 110.00 165.00 .00 .00 0 075900 HANLIN CHEMICALS .00 .00 .00 .00 .00 65,458.42 0 078328 HANLIN CHEMICALS .00 .00 .00 .00 .00 10,386.90 0 083049 HANLIN CHEMICALS .00 .00 .00 .00 .00 13,095.74 0 059100 HAPAG-LLOYD CONTAINER LIN 2,560.00 .00 .00 .00 .00 7,933.01 0 067915 HAPAG-LLOYD CONTAINER LIN 32,794.51 .00 .00 .00 .00 .00 0 071570 HAPAG-LLOYD CONTAINER LIN 9,976.84 .00 .00 .00 .00 .00 0 085958 HAPAG-LLOYD CONTAINER LIN .00 .00 .00 .00 .00 2,180.00 0 071756 HARBINGER .00 318.00 .00 .00 .00 .00 0 073648 HARBISON WALKER REF CO 484.00 .00 .00 .00 .00 .00 0 000109 HARCROS CHEMICAL INC 9,421.75 .00 .00 .00 .00 146.00 0 065681 HARCROS CHEMICAL INC .00 .00 .00 .00 .00 1,014.73-
RCP017 AGED ACCOUNTS RECEIVABLE AS OF 4/30/93
CO CUST NAME 0-90 91-120 121-150 151-180 181-210 OVER 0 076317 HARCROS CHEMICAL INC 1,433.50 .00 .00 .00 .00 .00 0 076981 HARCROS CHEMICAL INC .00 .00 .00 .00 .00 137.50 0 082190 HARCROS CHEMICAL INC 110.00 .00 .00 .00 .00 758.35 0 082450 HARCROS CHEMICAL INC 670.80 .00 .00 .00 .00 294.00 0 087637 HARCROS PIGMENTS INC 3,989.60 .00 .00 .00 .00 .00 0 088634 HARCROSS CHEMICALS INC 1,795.20 .00 .00 .00 .00 .00 0 079369 HARCROSS PIGMENTS INC 82.50 .00 .00 .00 .00 .00 0 082499 HARDWICK CHEMICAL CO 27.50 .00 .00 .00 .00 .00 0 009162 HARRIS CORPORATION 5,140.44 .00 .00 .00 .00 .00 0 059242 HARRISON RADIATOR 82.50 .00 .00 .00 .00 .00 0 037860 HARWICK CHEMICAL CO 3,887.00 .00 .00 .00 .00 .00 0 006772 HATCO CHEMICAL CORP 27.50 .00 .00 .00 .00 .00 0 086847 HAYES DANA 55.00 .00 .00 .00 .00 .00 0 005264 HAYWOOD COMPANY 1,728.00 .00 .00 .00 .00 .00 0 088470 HCI CHEMTECH DIST INC 110.00 .00 .00 .00 .00 .00 0 005727 HEDWIN CORPORATION 1,794.00 .00 .00 .00 .00 633.00 0 038180 HEICO INC 953.58 .00 .00 .00 .00 .00 0 000827 HELENA CHEMICAL COMPANY 82.50 .00 .00 .00 .00 .00 0 012928 HELENE CURTIS INDUSTRIES 3,806.00 .00 .00 .00 .00 1,873.00 0 062503 HELENE CURTIS INDUSTRIES 220.00 .00 .50 .00 .00 .00 0 021646 HEMLOCK SEMICONDUCTOR 515.00 2,491.00 .00 .00 .00 .00 0 005156 HEMPT BROTHERS 1,142.73 .00 .00 .00 .00 .00 0 007001 HEMPT BROTHERS 293.53 .00 .00 .00 .00 .00 0 085763 HENDRICK MILES .00 .00 .00 .00 82.50 .00 0 083660 HENKEL ADHESIVES 137.50 .00 .00 .00 .00 .00 0 062762 HENKEL ADHESIVES CORPORAT 2,448.81 .00 .00 .00 .00 80.00 0 078534 HENKEL CANADA LTD 2,244.42 .00 .00 .00 .00 .00 0 078538 HENKEL CANADA LTD 85.60 .00 .00 .00 .00 .00 0 002854 HENKEL CORP 270.50 .00 .00 .00 .00 .00 0 006983 HENKEL CORP 979.90 .00 .00 .00 .00 .00 0 014019 HENKEL CORP 2,259.00 .00 .00 .00 41.25 334.25 0 022580 HENKEL CORP 29,610.52 .00 235.00 137.50 27.50 6,287.83 0 022620 HENKEL CORP 330.00 275.00 82.50 27.50 .00 27.50 0 027443 HENKEL CORP .00 .00 .00 .00 .00 55.00 0 027450 HENKEL CORP 3,050.00 .00 .00 .00 75.00 610.82 0 050176 HENKEL CORP 1,559.00 759.00 .00 .00 200.00 .00 0 058024 HENKEL CORP 108,841.34 .00 508.75 1,827.75 .00 3,812.40- 0 064033 HENKEL CORP 3,025.50 .00 .00 .00 55.00 .00 0 065224 HENKEL CORP 27.50 .00 .00 .00 .00 .00 0 074736 HENKEL CORP 4,006.60 .00 .00 .00 .00 .00 0 077370 HENKEL CORP 55.00 .00 .00 .00 .00 98.00- 0 083300 HENKEL CORP 9,479.25 .00 .00 .00 .00 .00 0 084175 HENKEL CORP 55.00 .00 .00 .00 .00 .00 0 004725 HENKEL CORPORATION 3,153.60 .00 .00 .00 .00 .00 0 025805 HERCULES CANADA INC .00 .00 .00 .00 .00 80.00 0 038530 HERCULES CANADA INC 6,253.96 .00 .00 .00 .00 .00 0 014696 HERCULES FIBERS 1,028.00 .00 .00 .00 .00 .00 0 007224 HERCULES INCORPORATED 2,268.50 .00 .00 .00 .00 .00 0 016884 HERCULES INCORPORATED 8,353.50 .00 .00 .00 .00 .00 0 022328 HERCULES INCORPORATED 1,876.50 .00 .00 .00 .00 .00 0 037805 HERCULES INCORPORATED 3,741.50 .00 .00 .00 .00 .00
RCP017 AGED ACCOUNTS RECEIVABLE AS OF 4/30/93
CO CUST NAME 0-90 91-120 121-150 151-180 181-210 OVER 0 038360 HERCULES INCORPORATED 7,656.50 .00 .00 .00 .00 .00 0 038400 HERCULES INCORPORATED 3,309.00 .00 .00 .00 .00 .00 0 038460 HERCULES INCORPORATED 2,386.00 1,700.00 .00 .00 23.00 325.50 0 038480 HERCULES INCORPORATED 29,467.95 637.50 .00 .00 .00 552.47 0 038490 HERCULES INCORPORATED .00 .00 .00 .00 .00 4,551.68- 0 038510 HERCULES INCORPORATED 13,865.00 .00 .00 .00 .00 .00 0 038550 HERCULES INCORPORATED 542.50 942.50 110.00 .00 .00 232.50 0 038560 HERCULES INCORPORATED 8,453.00 .00 .00 .00 .00 .00 0 083198 HERCULES INCORPORATED 19,748.00 .00 .00 .00 .00 .00 0 083313 HERCULES INCORPORATED .00 519.80 .00 200.00- .00 .00 0 089468 HERCULES INCORPORATED 62,276.37 .00 .00 .00 .00 .00 0 075633 HERITAGE ENVIRONMENTAL SE .00 .00 .00 .00 25.00 375.00 0 008991 HESS & CLARK INCORPORATED 625.00 .00 .00 .00 .00 .00 0 079931 HEXACOMB CORPORATION 733.55 .00 .00 .00 .00 .00 0 001229 HICKORY SPRINGS MFG CO 110.00 .00 .00 .00 .00 .00 0 077311 HICKSON DANCHEM CORPORATI 1,886.50 .00 .00 .00 .00 .00 0 080330 HIGH POINT CHEMICAL CORP 2,827.05 .00 .00 .00 .00 .00 0 028122 HILL BROTHERS CHEMICAL .00 1,365.00 .00 .00 1,365.00 .00 0 053267 HILTON DAVIS COMPANY 1,042.50 .00 .00 25.00 .00 .00 0 009466 HIMONT USA INC .00 .00 .50 .00 150.00 .00 0 072193 HIMONT USA INC 1,155.00 .00 .00 .00 .00 .00 0 088981 HOECHST CELANESE CHEMICAL 4,488.05 .00 .00 .00 .00 .00 0 001841 HOECHST CELANESE CORP 605.00 164.50 .00 .00 .00 199.80- 0 002480 HOECHST CELANESE CORP 4,229.25 .00 .00 .00 .00 27.50 0 003569 HOECHST CELANESE CORP 1,854.00 .00 .00 .00 .00 166.00 0 004587 HOECHST CELANESE CORP 247.50 .00 .00 .00 .00 .00 0 005563 HOECHST CELANESE CORP 17,515.77 220.00 .00 520.00 .00 82.50 0 006663 HOECHST CELANESE CORP 36,476.68 .00 2,924.60 1,901.00 .00 110.10 0 006742 HOECHST CELANESE CORP 565.00 50.00 .00 .00 .00 884.62 0 009360 HOECHST CELANESE CORP .00 240.00 .00 .00 .00 113.00 0 010438 HOECHST CELANESE CORP 27.50 .00 .00 .00 .00 .00 0 014790 HOECHST CELANESE CORP 110.00 5,165.00 .00 27.50 .00 55.00 0 014850 HOECHST CELANESE CORP 10,920.50 755.00 .00 505.00 .00 588.45 0 015010 HOECHST CELANESE CORP 3,325.50 .00 .00 .00 .00 .00 0 059650 HOECHST CELANESE CORP .00 .00 .00 .00 .00 69.00- 0 060556 HOECHST CELANESE CORP 1,260.00 .00 .00 .00 .00 .00 0 061750 HOECHST CELANESE CORP 1,097.00 .00 .00 .00 .00 .00 0 072471 HOECHST CELANESE CORP 402.50 .00 .00 .00 .00 .00 0 077732 HOECHST CELANESE CORP .00 .00 .00 .00 .00 1,446.94 0 083204 HOECHST CELANESE CORP .00 .00 .00 .00 .00 375.00 0 085890 HOECHST CELANESE CORP .00 27.50 .00 .00 .00 .00 0 060966 HOECHST CELANESE CORP .00 .00 2,582.40 .00 .00 .00 0 038335 HOFFMAN LA ROCHE INC 472.50 .00 .00 .00 .00 .00 0 039050 HOFFMAN LA ROCHE INC 11,563.32 .00 .00 175.00 .00 .00 0 082105 HOFMANN WATER TREATING CO 1,635.31 .00 .00 .00 .00 .00 0 051640 HOLLAND COMPANY INC .00 .00 208.00 26.00 .00 4,767.38 0 009600 HOLLINGSWORTH & VOSE CO 880.55 .00 .00 .00 .00 .00 0 038375 HOLLINGSWORTH & VOSE CO 1,143.00 .00 .00 .00 .00 .00 0 039880 HOLLINGSWORTH & VOSE CO 1,930.36 .00 .00 .00 .00 .00 0 001724 HOLTRA CHEMICAL INC 16,368.00 .00 .00 .00 .00 .00 0 050736 HOLTRA CHEMICAL INC 2,750.50 637.88 .00 .00 .00 .00
RCP017 AGED ACCOUNTS RECEIVABLE AS OF 4/30/93
CO CUST NAME 0-90 91-120 121-150 151-180 181-210 OVER 0 087882 HOLTRACHEM .00 .00 .00 300.00 .00 .00 0 006144 HOOVER UNIVERSAL INC .00 .00 .00 .00 .00 82.50 0 062420 HOPEWELL REGIONAL FACILIT .00 110.00 55.00 .00 .00 .00 0 083307 HORIZON INDUSTRIES INC 2,862.00 .00 .00 .00 .00 .00 0 081144 HORSEHEAD RESOURCE DEVELO 5,201.18 .00 .00 .00 .00 .00 0 088413 HOUSMEX INC 8,194.00 .00 .00 4,277.00 .00 .00 0 081778 HOWELL CHEMICAL CO 260.00 .00 .00 .00 .00 130.00 0 017750 HOYER USA INCORPORATED 31,624.60 368.00 .00 79.00 .00 786.50 0 078703 HOYER USA INCORPORATED .00 .00 .00 .00 .00 805.50 0 000973 HULS AMERICA 17,562.61 137.50- .00 .00 .00 4,692.69 0 010179 HULS AMERICA 165.00 .00 .00 .00 .00 .00 0 017690 HULS AMERICA 504.00 .00 .00 .00 .00 .00 0 087536 HULS AMERICA 4,014.40 .00 .00 .00 .00 .00 0 087609 HULS AMERICA 6,697.50 .00 3,225.00 .00 3,225.00 3,225.00 0 083772 HULS AMERICA/C/O BDP INT .00 .00 455.00 .00 .00 1,129.30 0 065882 HULS CANADA INC 412.50 .00 .00 .00 .00 4,850.22 0 039415 HUMKO PRODUCTS .00 .00 .00 .00 .00 90.00 0 087427 HUMPHREY CHEMICAL COMPANY 4,316.10 .00 130.00 .00 .00 .00 0 088672 HUMPHREY CHEMICAL COMPANY 2,900.00 .00 2,900.00 .00 .00 .00 0 089826 HUNT PRODUCTS 55.00 .00 .00 .00 .00 .00 0 000952 HUNTSMAN CHEMICAL 672.00 .00 .00 .00 .00 .00 0 019370 HUNTSMAN CHEMICAL 275.00 .00 522.50 275.00 825.00 .00 0 052858 HUNTSMAN CHEMICAL 22,334.00 9,670.50 1,525.00 .00 .00 263.00 0 089978 HUNTSMAN CHEMICAL CORP 6,984.00 .00 .00 .00 .00 .00 0 088107 HUNTSMAN FILM PRODUCTS CO .00 .00 .00 .00 27.50 .00 0 073894 HYCHEM INC .00 .00 .00 .00 .00 .00 0 004168 HYDRITE CHEMICAL COMPANY 2,249.41 265.00 .00 .00 .00 .00 0 087300 HYDRITE CHEMICALS 549.05 .00 .00 .00 .00 558.00 0 087295 HYDRO SERVICES .00 .00 .00 .00 .00 2,115.75 0 006376 I P I 1,481.34 .00 .00 .00 .00 .00 0 033175 I S P CHEMICALS INC 2,806.36 .00 .00 .00 .00 .00 0 007714 IBM CORP 104.00 130.00 .00 104.00 .00 104.00 0 054043 IBM CORP 136.00 .00 .00 .00 .00 .00 0 005600 ICI AMERICAS INC 33,243.82 .00 598.50 150.00 4,346.00 61.69 0 039355 ICI AMERICAS INC .00 .00 .00 .00 .00 50.00 0 039365 ICI AMERICAS INC .00 .00 .00 .00 40.00 .00 0 040400 ICI AMERICAS INC 658.50 184.00 .00 .00 .00 379.50- 0 066083 ICI AMERICAS INC .00 .00 .00 .00 .00 137.50 0 089361 ICI AMERICAS INC 5,477.00 .00 .00 .00 .00 .00 0 089627 ICI AMERICAS INC 3,017.87 .00 .00 .00 .00 .00 0 090076 ICI AMERICAS INC 2,760.00 .00 .00 .00 .00 .00 0 065866 ICI AMERICAS INC/AGRI PRO 165.00 .00 .00 880.00 .00 118.50 0 002558 ICI CANADA INC 3,902.96 .00 .00 .00 .00 225.00 0 010089 ICI CANADA INC 64.20 .00 .00 .00 .00 .00 0 052259 ICI EXPLOSIVES 433.00 433.00 .00 .00 .00 .00 0 002667 ICI NITROGEN PRODUCTS 29,954.39 .00 378.00 571.84 .00 .00 0 050122 ICI SPECIALTY INKS 2,380.00 .00 .00 .00 .00 .00 0 081208 ICS CHEMICAL .00 .00 .00 1,177.50 .00 .00 0 089793 ICS CHEMICAL 3,316.75 .00 .00 .00 .00 .00 0 040380 IDEAL CHEM & SUPPLY 21,908.78 .00 .00 .00 .00 .00 0 040255 IFF 31,130.20 1,690.00 655.00 .00 .00 823.75
RCP017 AGED ACCOUNTS RECEIVABLE AS OF 4/30/93
CO CUST NAME 0-90 91-120 121-150 151-180 181-210 OVER 0 040275 IFF 260.00 .00 .00 .00 .00 .00 0 087010 IFF DE MEXICO 1,158.00 .00 .00 .00 .00 .00 0 087013 IGI PETROLEUM SPECIALTIES .00 .00 .00 165.00 .00 236.00- 0 000747 IGLOO PRODUCTS CORP 247.50 27.50 110.00 .00 .00 .00 0 026154 IMEX FORWARDING AGENCY 280.00 .00 .00 .00 .00 .00 0 072651 IMPACT PLASTIC INC 8,794.91 .00 .00 .00 .00 .00 0 056265 IMPERIAL OIL LIMITED 82.50 .00 .00 .00 .00 .00 0 045600 IMPERIAL WALLPAPER CO 2,189.44 .00 .00 .00 .00 .00 0 005446 IMPERIAL WEST CHEMICAL CO 58,382.21 .00 5.298.12 2,400.34 356.00 .00 0 075760 INCEPTOR INC 27.50 .00 .00 .00 .00 .00 0 027881 INCO ALLOYS INTERNATIONAL 490.50 .00 .00 .00 .00 .00 0 072098 INCO ALLOYS INTERNATIONAL 348.00 .00 .00 .00 .00 .00 0 041640 INCO LTD 6,814.97 .00 .00 .00 .00 .00 0 023118 INDCO INC 1,440.00 .00 .00 .00 .00 .00 0 007253 INDEPENDENT CEMENT CORP 740.08 862.12 200.00 264.63 80.00 1,795.55 0 008674 INDEPENDENT CEMNET CORP .00 .00 .00 .00 .00 133.43- 0 088708 INDOLEX 53.50 .00 .00 .00 .00 .00 0 005168 INDOPCO INC 110.00 .00 .00 .00 .00 .00 0 050287 INDUSTRIAL ADHESIVES .00 .00 .00 45.00 .00 .00 0 064289 INDUSTRIAL CHEM-TEX 2,186.04 .00 .50 .00 .00 .00 0 054680 INDUSTRIAL CHEMICALS 27.50 .00 .00 .00 .00 .00 0 089756 INDUSTRIAL CHEMICALS 416.24 .00 .00 .00 .00 .00 0 071713 INDUSTRIAL GENERAL CORP 5,217.84 .00 .00 .00 .00 .00 0 077400 INDUSTRIAL SOLVENTS CORP .00 .00 .00 .00 .00 2,379.42 0 061372 INDUSTRIAS ASTROL 900.00 .00 .00 .00 .00 .00 0 080421 INDUSTRIAS RESISTOL S A .00 .00 .00 .00 .00 1,950.00 0 076325 INGRAM BARGE 480.00 .00 .00 .00 .00 .00 0 090068 INLAND FISHER GUIDE RIMIR 2,499.00 .00 .00 .00 .00 .00 0 058990 INLAND ORANGE INC .00 .00 .00 .00 .00 600.00 0 033920 INLAND ROME INC 2,895.59 .00 .00 .00 .00 .00 0 043960 INDLEX CORPORATION 21,161.88 .00 .00 .00 .00 209.00 0 041390 INSTA FOAM 192.50 .00 .00 .00 .00 235.00 0 068915 INSULATING MATERIALS INC 2,249.50 .00 .00 .00 .00 141.52 0 069819 INTAC AUTOMATIVE PRDT INC 1,676.00 .00 .00 .00 .00 .00 0 056570 INTER PACK CORP 573.00 .00 .00 .00 .00 .00 0 076879 INTERAMERICA FORWARDING 980.00 .00 .00 .00 .00 .00 0 085243 INTERCONTINENTAL FWG 2,470.00 .00 .00 .00 .00 .00 0 089542 INTERCORP MEXICO S A DE C 2,458.00 .00 .00 .00 .00 .00 0 078719 INTERCORP MEXICO S A DE C 3,752.00 .00 .00 .00 .00 .00 0 074110 INTERFLOW USA 11,165.97 .00 .00 .00 .00 3,461.22 0 022312 INTERLUBE CORPORATION .00 .00 .00 .00 .00 2,133.51 0 064466 INTERNATIONAL CONTAINER 16,450.18 13,581.30 5,532.53 1,665.00 .00 13,479.48 0 082379 INTERNATIONAL CONTAINER 1,736.23 .00 .00 .00 .00 .00 0 000205 INTERNATIONAL PAPER CO 735.17 .00 .00 .00 .00 .00 0 001438 INTERNATIONAL PAPER CO 15,084.00 210.00 402.50 75.00 .00 .00 0 010193 INTERNATIONAL PAPER CO .00 .00 .00 .00 229.10 111.65 0 027231 INTERNATIONAL PAPER CO 1,835.00 .00 .00 .00 .00 .00 0 040575 INTERNATIONAL PAPER CO .00 .00 .00 .00 .00 777.00 0 041120 INTERNATIONAL PAPER CO 7,959.75 .00 100.00 .00 192.50 .00 0 041610 INTERNATIONAL PAPER CO .00 .00 .00 27.50 .00 63.50 0 053229 INTERNATIONAL PAPER CO .00 3,771.00 .00 .00 .00 .00
RCP017 AGED ACCOUNTS RECEIVABLE AS OF 4/30/93
CO CUST NAME 0-90 91-120 121-150 151-180 181-210 OVER 0 084292 INTERNATIONAL PAPER CO 509.00 .00 .00 .00 .00 82.50 0 089827 INTERNATIONAL PAPER CO 1,164.00 .00 .00 .00 .00 .00 0 008161 INTERNATIONAL PERMALITE 617.80 .00 .00 .00 298.40 1,369.21 0 086418 INTERNATIONAL RESOURCES I .00 .00 .00 .00 .00 635.18 0 052479 INTERPLAST UNIVERSAL IND 137.50 .00 .00 .00 .00 .00 0 001057 INTERPLASTICS CORPORATION .00 .00 .00 .00 395.00 .00 0 058104 INTERPOLYMER CORP 24,038.50 .00 .00 .00 .00 720.00- 0 072655 INTERPROVINCIAL COOPERATI 160.00 .00 .00 .00 .00 .00 0 007323 INTERSOL IND CORP .00 2,250.01 .00 .00 .00 .00 0 004841 INTERSTATE CHEMICAL CO .00 .00 .00 .00 .00 230.00 0 074498 INTERSTATE CHEMICAL CO 91.75 .00 .00 .00 .00 .00 0 041810 INTERSTATE CONTAINER CO .00 .00 .00 .00 .00 110.00 0 081678 INTERSTATE RACING FUEL .00 .00 .00 .00 .00 137.50 0 082904 INTROSUL INC .00 .00 .00 .00 .00 125.00 0 089011 INX INTERNATIONAL INK CO 1,155.32 .00 .00 .00 .00 .00 0 087327 IONPURE TECHNOLOGIES CORP .00 .00 .00 .00 .00 45.00- 0 050837 ISOCYANATE PRODUCTS INC .00 90.00 .00 .00 .00 601.80 0 084353 ITT TEVES AMERICA 945.01 .00 .00 .00 .00 .00 0 089142 ITTC 27,831.42 .00 .00 .00 .00 .00 0 089058 ITW DEVCON 82.50 247.50 .50 .00 .00 .00 0 072359 IVAX INDUSTRIES 522.50 .00 .00 .00 .00 82.50 0 053831 IVEX CORPORATION 1,036.00 .00 .00 .00 .00 .00 0 074969 IZUMI CORPORATION 26,908.92 .00 .00 3,863.68 .00 8,071.37 0 042240 J & L SPECIALTY PRODUCTS 82.50 151.25 .00 .00 .00 .00 0 007342 J B EURELL COMPANY .00 .00 .00 .00 .00 920.00 0 006949 J L PRESCOTT COMPANY 488.00 .00 .00 .00 .00 .00 0 086356 J M HUBER CORPORATION 22,000.00 .00 .00 .00 .00 .00 0 051309 J R SIMPLOT COMPANY 358.91 .00 .00 .00 .00 .00 0 088024 J STERLING SERVICE CO .00 .00 .00 .00 550.00 .00 0 062498 J T BAKER CHEMICAL CO .00 .00 1,108.69 363.72 .00 1,522.75- 0 006300 J T BAKER INC 35,685.25 4,876.57 .00 .00 .00 82.50- 0 090241 JACKSON CHEMICAL 1,690.31 .00 .00 .00 .00 .00 0 078804 JACKSON IND UNIFORM SERVI 48.00 .00 .00 .00 .00 .00 0 004439 JAMES RIVER CORPORATION 8,341.81 .00 .00 .00 .00 .00 0 063383 JAMES RIVER CORPORATION .00 1,345.00 .00 27.50 .00 .00 0 069250 JAMES RIVER CORPORATION 655.00 .00 .00 .00 .00 .00 0 090099 JAMES RIVER CORPORATION 1,006.80 .00 .00 .00 .00 .00 0 059215 JAMESTOWN PLYWOOD .00 .00 .00 .00 .00 110.00 0 003407 JEEP CORPORATION 27.50 .00 .00 .00 .00 .00 0 009674 JET PLASTICA .00 .00 .00 .00 .00 110.00 0 000209 JETCO CHEMICAL INC 40.00 .00 .00 .00 .00 .00 0 023550 JOHN C DOLPH 82.50 192.50 165.00 217.00- .00 .00 0 064698 JOHN DEERE & COMPANY 2,642.50 .00 .00 .00 .00 .00 0 038640 JOHN R HESS & SONS INC 1,448.50 .00 .00 .00 .00 .00 0 086235 JOHNSON & JOHNSON 18,212.70 .00 .00 .00 .00 14,667.20- 0 087308 JOHNSON & JOHNSON 5,778.00 6,000.00 .00 .00 9,000.00- 6,032.50- 0 084251 JOHNSON & JOHNSON INC 2,876.10 .00 .00 .00 .00 .00 0 060952 JOHNSON CONTROLS INC 27.50 .00 .00 137.50 .00 82.50 0 077024 JOHNSON CONTROLS INC 27.50 .00 .00 .00 .00 .00 0 082710 JOHNSON CONTROLS INC .00 .00 .00 137.50 .00 .00 0 039530 JOHNSON CONTROLS LTD .00 .00 .00 .00 .00 135.00
RCP017 AGED ACCOUNTS RECEIVABLE AS OF 4/30/93
CO CUST NAME 0-90 91-120 121-150 151-180 181-210 OVER 0 082015 JOHNSON MERCHANTILE CO .00 .00 .00 .00 .00 150.00 0 042340 JONES CHEMICAL COMPANY 539.80 100.00 50.00 100.00 .00 259.00 0 065974 JONES CHEMICAL COMPANY .00 .00 .00 .00 407.40 1,222.44 0 052161 JONES HAMILTON 13,476.90 .00 .00 .00 .00 .00 0 056287 JONES PLASTIC & ENGINEERI 2,021.10 .00 .00 .00 .00 1,100.00 0 061039 JUAN B CARRANZA 140.00 .00 .00 .00 .00 .00 0 089600 JUAN DURAN FWG 900.00 .00 .00 .00 .00 .00 0 055140 K & D INDUSTRIAL CLEANERS 893.50 .00 .00 .00 .00 .00 0 088345 K & S INDUSTRIES LTD 1,634.00 .00 .00 .00 .00 .00 0 010348 K CHEMICAL CORPORATION 1,920.00- .00 .00 .00 .00 .00 0 067280 K J QUINN & COMPANY .00 82.50 .00 .00 .00 165.00 0 052250 KAISER ALUMINUM & CHEM 4,196.92 .00 .00 .00 .00 .00 0 079493 KAISER ALUMINUM & CHEM 5,040.00 .00 .00 .00 .00 .00 0 013462 KALAMA CHEMICAL INC .00 .00 45.00- .00 .00 .00 0 080324 KALAMA INTERNATIONAL 737.50 .00 .00 .00 .00 .00 0 079107 KANEDMATSU-GOSHO USA INC 3,109.00 .00 .00 .00 .00 .00 0 089366 KARLSHAMNS USA INC 131.30 .00 .00 .00 .00 .00 0 081105 KELMAR 82.50 .00 .00 .00 .00 .00 0 056091 KEMIRA INC 2,970.86 .00 .00 .00 .00 .00 0 005241 KEMIRA INCORPORATED 1,982.30 .00 .50 .00 .00 .00 0 066401 KEMTEC, INC .00 .00 .00 .00 .00 36,406.78 0 059104 KENSINGTON CORPORATION 1,053.58 .00 .00 728.84 844.00 10,173.95 0 064942 KENSINGTON CORPORATION .00 .00 .00 .00 104.00 .00 0 015446 KERR MC GEE CHEMICAL CORP 2,720.00 .00 .00 .00 .00 .00 0 001036 KIMBERLY CLARK CORP .00 .00 .00 .00 .00 192.50 0 042695 KIMBERLY CLARK CORP 120.00 .00 .00 .00 .00 .00 0 043320 KIMBERLY CLARK CORP 177.61 .00 .00 .00 .00 .00 0 076895 KIMBERLY CLARK CORP 115.00 .00 .00 .00 .00 .00 0 089348 KIMBERLY CLARK CORP 5,108.63 .00 .00 .00 .00 .00 0 063833 KIMBERLY-CLARK CORP 27.50 .00 .00 .00 .00 .00 0 060688 KING FINISHING 909.30 .00 .00 .00 .00 .00 0 084232 KINGS LABORATORY INC .00 .00 .00 .00 .00 110.00 0 051494 KIWI BRANDS INC 1,391.50 .00 .00 .00 .00 .00 0 083229 KLAMATH DOORS 1,548.60 .00 .00 .00 .00 .00 0 043450 KLEEN BRITE LABORATORIES 11,266.50 .00 .00 .00 .00 .00 0 006118 KMCO INCORPORATED 100.00 .00 .00 .00 .00 .00 0 086891 KOCH MATERIALS CO 3,811.68 .00 .00 .00 .00 .00 0 078465 KOCH MATERIALS COMPANY .00 .00 .00 .00 .00 1,645.70- 0 078993 KOCH MATERIALS COMPANY 1,105.00 .00 .00 .00 .00 .00 0 002714 KOCH SERVICE INC 192.50 .00 .00 .00 .00 .00 0 057843 KOCH SULFUR PRODUCTS .00 .00 .00 .00 .00 511.74 0 057980 KOHLER COMPANY 55.00 .00 .00 .00 .00 .00 0 083780 KOKOKU STEEL CORP 55.00 .00 .00 .00 .00 .00 0 008997 KOLMAR LABORATORIES INC 26.26 .00 .00 .00 .00 .00 0 009649 KOPPERS INDUSTRIES INC 55.00 .00 .00 .00 .00 .00 0 044440 KOPPERS INDUSTRIES INC 183,898.40 8,906.90 4,917.00 615.00 484.00 2,408.00 0 077479 KOPPERS INDUSTRIES INC .00 .00 .00 .00 2,059.20 .00 0 086667 KOPPERS INDUSTRIES INC 92,333.70 6,210.60 959.90 3,774.13 1,699.20 3,811.20 0 082602 KOST GROUP .00 .00 .00 .00 .00 50.00 0 005311 KRACO ENTERPRISES INC .00 .00 .00 .00 82.50 220.00 0 084427 KRAFT GENERAL FOODS .00 82.50 .00 .00 .00 .00
RCP017 AGED ACCOUNTS RECEIVABLE AS OF 4/30/93
CO CUST NAME 0-90 91-120 121-150 151-180 181-210 OVER 0 025139 KRAFT INC DAIRY GROUP .00 55.00 275.00 .00 55.00 .00 0 044650 KRAMMER CHEMICAL 3,923.30 .00 .00 160.00 130.00 2,993.06 0 083829 KRONOS .00 577.50 .00 52.50 .00 .00 0 023462 KRONOS CANADA INC 12,222.49 .00 .00 .00 .00 262.16 0 088282 KRONOS, INC. 2,772.60 .00 .00 .00 .00 .00 0 086952 KROPP FORGE DIVISION 2,072.00 518.00 488.00 1,040.00 .00 .00 0 082808 KY IN CLAY COMPANY .00 .00 .00 .00 .00 110.00 0 076980 KYSOR NEEDHAM .00 .00 40.00 .00 60.00 .00 0 089935 KYZEN CORPORATION 1,075.77 .00 .00 .00 .00 .00 0 013446 L & F PRODUCTS 27.50 .00 .00 .00 .00 .00 0 071090 L B RUSSELL CHEMICAL CO 1,713.00 .00 .00 .00 .00 .00 0 064659 L C I LAY-CEE INC 7,034.00 .00 .00 .00 .00 .00 0 023715 L C I LIMITED 8,947.50 .00 .00 .00 .00 .00 0 014640 L C P CHEMICALS .00 .00 .00 .00 .00 27,320.93 0 016698 L C P CHEMICALS .00 .00 .00 .00 .00 480.65 0 064936 L C P CHEMICALS .00 .00 .00 .00 .00 3,610.20 0 083052 L C P CHEMICALS 4,725.43 879.50 1,827.01 886.96 2,778.08 14,768.38 0 083055 L C P CHEMICALS .00 .00 .00 .00 .00 1,044.00 0 084350 L M R 11,545.00 .00 .00 .00 .00 .00 0 089208 LA FORGE CORPORATION 36.26- .00 .50 .00 .00 .00 0 010603 LA ROCHE INDUSTRIES 3,810.20 .00 .00 .00 .00 .00 0 085270 LA ROCHE INDUSTRIES 495.59 .00 .00 .00 .00 .00 0 010201 LABBCO INCORPORATED 1,426.31 .00 .00 .00 .00 .00 0 078214 LACLEDE STEEL 223.60 .00 .00 .00 .00 .00 0 087200 LACLEDE STEEL 12,637.75 .00 .00 .00 .00 .00 0 085931 LACLEDE STEEL CO 1,983.75 .00 .00 .00 .00 .00 0 066615 LAID LAW ENVIRONMENTAL .00 .00 .00 .00 .00 535.20 0 071453 LAID LAW ENVIRONMENTAL .00 .00 .00 .00 .00 149.63 0 078334 LAID LAW ENVIRONMENTAL 1,558.50 .00 .00 .00 .00 .00 0 081697 LAIDLAW ENVIRONMENTAL SER 288.75 .00 .00 .00 .00 .00 0 065328 LAKE RIVER TERMINAL 275.00 .00 .00 .00 .00 .00 0 089945 LALLEMAND INC 294.25 .00 .00 .00 .00 .00 0 057642 LAMSTEEL CORP .00 .00 .00 .00 .00 1,492.00 0 075460 LAND-LINK TRAFFIC SERVICE 3,391.50 1,822.50 662.50 .00 .00 .00 0 086601 LARRY E TYREE CO INC 3,255.00 .00 .00 .00 .00 .00 0 089599 LARSON INTERMODAL 60.00 .00 .00 .00 .00 .00 0 061990 LAS VIRGENES WATER DIST .00 .00 .00 104.00 104.00 208.00 0 003621 LATICRETE INTERNATIONAL 405.00 .00 .00 .00 .00 .00 0 089497 LAUGHLIN TOWING 1,269.00 .00 .00 .00 .00 .00 0 079998 LAVO LTEE .00 .00 .00 .00 257.50 .00 0 005397 LAWRENCE MC FADDEN 746.94 .00 .00 .00 .00 .00 0 079240 LE CHEM .00 .00 .00 .00 40.00 .00 0 054773 LE JO ENTERPRISES .00 .00 .00 .00 569.98 .00 0 004703 LEA LUMBER & PLYWOOD 55.00 .00 .00 .00 .00 .00 0 009166 LEAR SIEGLER INC 286.00 442.00 712.00 .00 .00 .00 0 076694 LEDERLE LABORATORIES 367.64 .00 .00 .00 .00 .00 0 075384 LEHIGH MARBLE .00 .00 .00 .00 .00 165.00 0 005741 LEHIGH PORTLAND CEMENT 27.50 .00 .00 .00 .00 .00 0 011029 LEN RON MFG COMPANY 1,231.50 .00 .00 .00 .00 46.00 0 053502 LENAPE CHEMICALS INC 14,807.90 287.00 1,235.44 .00 35.00 1,810.00 0 065847 LES TRANSPORTS PROVOST 260.00 .00 .00 .00 .00 .00
RCP017 AGED ACCOUNTS RECEIVABLE AS OF 4/30/93
CO CUST NAME 0-90 91-120 121-150 151-180 181-210 OVER 0 000615 LESCHACO INCORPORATED 5,807.00 455.93 .00 326.00 651.00 11,433.17 0 024869 LESCHACO INCORPORATED .00 .00 .00 .00 .00 287.50 0 028412 LESCHACO INCORPORATED .00 .00 .00 .00 .00 506.00- 0 074319 LESCHACO INCORPORATED .00 332.00 .00 .00 .00 .00 0 089508 LETSOS COMPANY 40.00 .00 .00 .00 .00 .00 0 008147 LEVER BROTHERS COMPANY 9,820.53 .00 .00 .00 .00 343.90 0 044095 LEVER BROTHERS COMPANY .00 .00 .00 .00 .00 2,750.00 0 046580 LEVER BROTHERS COMPANY .00 .00 .00 .00 .00 247.50 0 056937 LEVER/DIV OF CANADA INC .00 .00 .00 .00 .00 533.75 0 028608 LIBERTY SOLVENTS & CHEM 445.50 .00 .00 .00 .00 .00 0 081775 LIGNOTECH U. S. INC 275.00 .00 .00 .00 .00 .00 0 087696 LILLY IND COATINGS INC 2,891.50 .00 .00 .00 .00 .00 0 085431 LILLY INDUSTRIES INC 82.50 .00 .00 .00 .00 .00 0 086461 LINDALE MANUFACTURING .00 .00 .00 .00 3,227.00 .00 0 089883 LINDE GAS 24.68 .00 .00 .00 .00 .00 0 006425 LION OIL COMPANY 1,675.81 .00 .00 .00 .00 .00 0 022738 LIQUID CARBONIC CORP 5,752.50 .00 .00 .00 .00 .00 0 084539 LIQUID CARBONIC CORP 6,492.97 .00 .00 .00 .00 .00 0 086934 LIQUID CARBONIC CORP 1,001.63 .00 .00 .00 .00 .00 0 025743 LIQUID TRANSPORTERS INC .00 .00 .50 .00 .00 461.00 0 051103 LIQUID TRANSPORTERS INC .00 .00 .00 .00 .00 1,535.98 0 007230 LOGAN ALUMINUM 24.00 .00 .00 .00 .00 .00 0 089678 LOGISTICS MANAGEMENT SYST 750.00 .00 .00 .00 .00 .00 0 080639 LOMAS INTERNATIONAL .00 .00 300.00 .00 .00 .00 0 084818 LONG ISLAND LIGHTING CO .00 .00 .00 .00 .00 750.00 0 004691 LONG ISLAND PAINT & CHEM .00 .00 .00 .00 .00 125.00 0 005534 LONZA INC 4,718.76 .00 .00 .00 .00 267.50 0 010458 LONZA INC 1,217.00 .00 .00 .00 .00 488.83 0 034820 LONZA INC 110.00 .00 .00 .00 .00 .00 0 044725 LONZA INC 275.00 .00 .00 .00 .00 1,594.80 0 065202 LOPEZ I HIJOS .00 .00 100.00 .00 .00 .00 0 044765 LORD CORPORATION 55.00 .00 .00 .00 .00 .00 0 054643 LOUISIANA PACIFIC .00 .00 .00 48.00 .00 .00 0 011971 LOXCREEN CORPORATION 27.50 .00 .00 .00 .00 .00 0 000116 LTV STEEL COMPANY 412.50 .00 .00 .00 .00 .00 0 041915 LTV STEEL COMPANY 1,621.00 .00 .00 .00 .00 .00 0 054077 LTV STEEL COMPANY 110.00 .00 .00 .00 .00 .00 0 003069 LUBRICATING SPECIALTIES 10,718.15 .00 .00 .00 .00 .00 0 000924 LUBRIZOL CORPORATION 276.00 .00 .00 .00 .00 .00 0 010037 LUBRIZOL CORPORATION 1,035.23 .00 .00 .00 .00 .00 0 026669 LUBRIZOL CORPORATION 1,227.50 .00 .00 .00 .00 .00 0 047580 LUBRIZOL CORPORATION 82.50 .00 .00 .00 .00 .00 0 005920 LUDLOW CORPORATION 390.00 .00 .00 .00 .00 .00 0 047770 LYMAN PRINT & FINISHING 705.00 .00 .00 .00 .00 .00 0 006319 LYONDELL PETRO CHEM CO 27.50 .00 .00 .00 .00 .00 0 069523 LYONDELL PETRO CHEM CO 8,186.70 .00 .00 .00 .00 .00 0 078433 LYONDELL PETRO CHEM CO 227.50 .00 .00 .00 .00 .00 0 052850 M & M MARS 14,147.78 .00 .00 .00 .00 646.23- 0 007446 M A BRUDER & SONS 55.00 .00 .00 .00 .00 .00 0 088025 M I DRILLING 8,061.75 .00 .00 .00 .00 .00 0 016792 M I DRILLING FLUIDS COMPA 7,612.48 2,535.12- .00 .00 .00 .00
RCP017 AGED ACCOUNTS RECEIVABLE AS OF 4/30/93
CO CUST NAME 0-90 91-120 121-150 151-180 181-210 OVER 0 048140 M I HOLDINGS .00 .00 960.75- .00 .00 .00 0 046215 MAC DERMID INC 105.04 .00 .00 .00 .00 .00 0 058900 MAC TAC CANADA LTD .00 .00 .00 .00 .00 460.00 0 080195 MACK TRUCK INC 3,332.43 .00 .00 .00 .00 442.41 0 075195 MACTAC 330.00 .00 .00 .00 .00 .00 0 080139 MAERSK CONTAINER .00 .00 .00 .00 .00 1,874.64 0 077205 MAGNATEK ELECTRIC INC 1,288.05 .00 .00 .00 .00 .00 0 090061 MAGNETEK ELECTRIC INC 1,270.58 .00 .00 .00 .00 .00 0 081287 MAINE PLASTICS INC 467.50 .00 .00 .00 .00 .00 0 006785 MAJOR PAINT & VARNISH .00 .00 .00 .00 165.00 .00 0 048090 MALCO PRODUCTS .00 .00 .00 .00 .00 803.00 0 088734 MALETTE KRAFT PULP & PAPE 5,031.59 .00 .00 .00 .00 .00 0 006652 MALLINCKRODT INC 516.50 .00 .00 .00 .00 .00 0 046485 MALLINCKRODT INC 192.50 .00 .00 .00 .00 .00 0 067288 MALLINCKRODT INC 5,349.74 .00 .00 .00 .00 .00 0 008884 MANHATTAN PRODUCTS 165.00 .00 .00 .00 .00 .00 0 048400 MANLEY REGAN CHEMICAL CO .00 .00 .00 .00 .00 46.00- 0 048350 MANNINGTON MILLS INC 27.50 .00 .00 .00 .00 .00 0 024368 MAPCO PETROLEUM INC 521.45 .00 .00 .00 .00 .00 0 010552 MARCAL PAPER 584.50 .00 .50 .00 .00 .00 0 058221 MARCHEM PLASTICS 55.00 .00 .00 .00 .00 .00 0 070464 MARSULEX 6,297.30 .00 .00 .00 .00 247.05 0 022667 MARTIN MARIETTA CORP .00 .00 .00 .00 .00 75.00 0 075119 MARTIN MARIETTA CORP 12,691.34 .00 234.50- .00 .00 638.00- 0 017586 MARTIN SURFACING & DECKIN 27.50 84.00 .00 .00 .00 2,353.00 0 089480 MASON METALS 192.50 .00 .00 .00 .00 .00 0 084153 MASONITE CORP 1,225.89 .00 .00 .00 .00 .00 0 047095 MASONITE CORPORATION 510.50 .00 .00 .00 .00 .00 0 017251 MASTER BUILDERS 3,650.00 .00 .00 .00 .00 .00 0 025245 MASTER BUILDERS 6,996.00 .00 .00 .00 .00 .00 0 012934 MASTERPAK SA DE CV S 280.00 .00 .00 .00 .00 .00 0 057254 MASTERPAK SA DE CV S .00 .00 .00 .00 .00 810.00 0 078451 MASTERPAK SA DE CV S .00 .00 .00 .00 .00 210.00- 0 078453 MASTERPAK SA DE CV S 2,790.00 .00 .00 .00 .00 .00 0 078454 MASTERPAK SA DE CV S .00 .00 .00 .00 .00 1,134.70 0 082649 MATCHLESS METALPOLISH .00 .00 .00 .00 .00 137.50 0 088694 MATERIAL RESOURCES INC .00 695.00 .00 .00 .00 .00 0 054213 MATHCO CO .00 .00 .00 .00 .00 451.00- 0 016894 MATHIESON GAS 800.00 .00 .00 .00 .00 .00 0 062372 MATLACK INC 1,615.93 .00 .00 52.17- .00 .00 0 064341 MATLACK INC .00 .00 .00 .00 .00 1,586.60 0 066424 MATLACK INC 20,166.41 50.50 .00 .00 .00 .00 0 082572 MATTEL INC 9,480.00 .00 .00 .00 .00 .00 0 089067 MATYHY CONSTRUCTION .00 247.50 .00 .00 .00 .00 0 077817 MAYCO OIL & CHEMICAL CO 2,822.85 2,145.00 2,097.50 2,230.50 .00 .00 0 050060 MAYO CHEMICAL COMPANY 82.50 .00 .00 .00 .00 .00 0 060751 MAZDA MOTO MFG .00 .00 .00 .00 .00 45.00- 0 015903 MC DONNELL DOUGLAS CORP .00 .00 .00 .00 .00 63.00 0 062435 MC GRAW EDISON COMPANY .00 .00 .00 .00 .00 585.77 0 011334 MC NEIL CPC 5,886.90 .00 .00 .00 .00 .00 0 004588 MC WHORTER INC 27.50 .00 .00 .00 .00 .00
RCP017 AGED ACCOUNTS RECEIVABLE AS OF 4/30/93
CO CUST NAME 0-90 91-120 121-150 151-180 181-210 OVER 0 027286 MCCOLL FRONTENAC INC .00 .00 .00 .00 .00 183.60- 0 012214 MCLAUGHLIN GORMLEY 2,911.50 .00 .00 .00 .00 .00 0 007973 MEAD COATED BOARD INC 375.00 .00 .00 .00 .00 .00 0 051000 MEAD CORPORATION 2,209.41 .00 .00 .00 .00 125.00- 0 071158 MEAD INK PRODUCTS .00 .00 .00 .00 .00 200.00 0 082610 MEAD PRODUCTS .00 55.00 .00 .00 .00 .00 0 008729 MEDINA FORWARDING COMPANY 650.00 .00 .00 .00 .00 .00 0 073066 MEGALOID LABORATORIES .00 .00 .00 .00 .00 598.00 0 020593 MEIER STONE COMPANY .00 .00 .00 58.50 .00 .00 0 088082 MENNEN CO LTD 27.50 82.50 .00 .00 .00 .00 0 051540 MENNEN COMPANY 82.50 .00 .00 .00 .00 .00 0 047525 MERCK & COMPANY INC 31,810.94 .00 .00 .00 .00 .00 0 051490 MERCK & COMPANY INC 41,344.21 .00 .00 .00 .00 1,112.35 0 051500 MERCK & COMPANY INC 632.50 587.50 .00 .00 .00 .00 0 051510 MERCK & COMPANY INC 2,707.60 .00 .00 .00 .00 .00 0 077973 MERCK & COMPANY INC 398.75 .00 .00 .00 .00 137.50 0 082910 MERCK & COMPANY INC .00 .00 .00 .00 .00 2,160.00 0 051460 MERICHEM COMPANY 9,300.68 .00 302.50 .00 .00 .00 0 076774 MERICHEM COMPANY 2,432.11 .00 .00 .00 .00 .00 0 085195 MERRAND INTERNATIONAL 110.00 .00 .50 589.00- 110.00 2,750.00 0 089367 MET ELECTRIC TESTING CO I 2,279.25 .00 .00 .00 .00 .00 0 023126 METAL WORKING LUBRICANTS 2,392.50 357.50 385.00 1,234.00 55.00 1,826.50 0 047665 METALPLATE GALVANIZING IN 17,960.00 .00 .00 .00 .00 48.00 0 051610 METALPLATE GALVANIZING IN .00 .00 .00 .00 .00 815.32- 0 000385 METROPOLITAN EDISON CO 427.96 .00 .00 .00 .00 .00 0 087839 METROPOLITAN ENVIRONMENTA .00 .00 .00 1,105.50 .00 1,146.17 0 089947 MEUSCA & INTERNATIONAL FW 450.00 .00 .00 .00 .00 .00 0 022441 MFG CHEMICAL & SUPPLY 343.75 .00 .00 .00 .00 .00 0 001667 MICHELIN TIRE AMERICAS SE 99.00 75.00 .00 .00 .00 1,859.99 0 082896 MICHELIN TIRES 407.50 357.50 .00 .00 .00 .00 0 017987 MICHELMAN INC 262.50 .00 .00 .00 .00 .00 0 061463 MICHIGAN PAPERBOARD CO .00 123.75 206.25 55.00 .00 123.75 0 089021 MID MONROE PETROLEUM CO 3,100.31 .00 .00 .00 .00 .00 0 011906 MID SOUTH WIRE COMPANY 574.87 .00 .00 .00 .00 .00 0 086127 MID STATE OIL COMPANY 950.40 .00 .00 .00 .00 .00 0 014919 MID STATES CHEMICAL CO 9,581.38 .00 .00 .00 .00 .00 0 000459 MID-CONTINENT 17,126.00 165.00 .00 .00 .00 .00 0 051850 MIDDLETOWN ICE & COAL 1,273.08 .00 .00 .00 .00 .00 0 074324 MIDWEST INDUSTRIAL SUPPLY .00 .00 .00 .00 .00 27.50 0 086109 MIGUEL SALINAS FWG 900.00 .00 .00 .00 .00 .00 0 074731 MIKI SANGYO 1,764.00 .00 .00 .00 .00 .00 0 009841 MILES INC 270,009.53 2,297.25- 227.50 11,726.12 2,138.97 1,590.94 0 015655 MILES INC 3,987.25 .00 .00 .00 .00 .00 0 048455 MILES INC 790.00 165.00 .00 .00 .00 .00 0 052970 MILES INC 105,417.00 23,155.00 1,472.50 33,345.00 522.50 3,505.00 0 053100 MILES INC 673,811.97 5,338.17 75.00 125.00 17.50- 1,335.03- 0 077812 MILES INC 27,227.38 4,870.59 .00 .00 960.00 .00 0 085366 MILES INC 83,265.00 .00 .00 .00 .00 .00 0 000570 MILLER BREWING COMPANY 137.50 .00 .00 .00 .00 .00 0 002798 MILLER PLUMBING & HEATING 454.50 .00 .00 .00 .00 .00 0 052550 MILLIKEN & COMPANY 3,514.62 .00 1,706.42 1,833.04 .00 .00
RCP017 AGED ACCOUNTS RECEIVABLE AS OF 4/30/93
CO CUST NAME 0-90 91-120 121-150 151-180 181-210 OVER 0 065448 MILPARK DRILLING .00 577.50 .00 .00 .00 .00 0 085621 MILTON PLASTICS .00 .00 .00 .00 .00 1,409.00 0 088817 MINCHEM CANADA LTD 462.00 .00 .00 .00 .00 .00 0 001709 MINE SAFETY APPLIANCE 27.50 .00 .00 .00 .00 .00 0 014354 MINNESOTA MINING & MFG CO 82.50 .00 .00 .00 .00 .00 0 033580 MINNESOTA MINING & MFG CO .00 25.00 .00 .00 .00 75.00 0 052690 MINNESOTA MINING & MFG CO 110.00 .00 .00 .00 .00 .00 0 075341 MINNESOTA MINING & MFG CO 45.00 .00 .00 .00 .00 .00 0 050156 MISCO PRODUCTS CORPORATIO 1,768.25 .00 .00 .00 .00 .00 0 078684 MISTRAL TRADE CORPORATION 560.00 .00 .00 .00 .00 .00 0 073651 MITSUI OSK LINES 260.00 .00 385.00 501.40 .00 2,120.20 0 005589 MOBIL CHEMICAL CORP 514.00 .00 .00 .00 .00 4,692.94 0 069108 MOBIL CHEMICAL CORP 467.50 .00 .00 .00 .00 .00 0 066903 MOBIL CHEMICAL CORPORATIO 10,246.00 55.00 .00 .00 590.00 2,744.25 0 089568 MOBIL CHEMICAL CORPORATIO 3,982.50 .00 .00 .00 .00 .00 0 015086 MOBIL CHEMICAL CORPORATIO 13,442.59 .00 .00 .00 .00 889.00 0 025679 MOBIL OIL CORPORATION .00 1,163.40 .00 .00 .00 .00 0 057068 MOBIL OIL CORPORATION 2,194.00 .00 .00 .00 .00 .00 0 067515 MOBIL OIL CORPORATION 4,545.50 .00 .00 .00 .00 .00 0 071649 MOBIL OIL CORPORATION 402.50 .00 .00 .00 .00 249.00 0 075330 MOBIL OIL CORPORATION .00 .00 .00 .00 .00 4,436.40 0 075490 MOBIL OIL CORPORATION 844.04 .00 110.00 30.00 .00 3,574.00 0 061224 MOBIL PROCESS TECHNOLOGY 1,801.60 .00 .00 .00 .00 .00 0 064003 MOBIL RESEARCH CENTER .00 .00 .00 .00 .00 173.25 0 089456 MOCK RESOURCES 1,294.00 .00 .00 .00 .00 .00 0 086940 MODERN TOOL & DYE 3,893.56 .00 .00 .00 .00 .00 0 075636 MONA INDUSTRIES 27.50 45.00 .00 .00 .00 288.50 0 057957 MONOGAHELA POWER COMPANY 8,376.11 .00 .00 .00 .00 .00 0 074268 MONROE AUTO EQUIPMENT 1,476.60 .00 .00 .00 .00 .00 0 049335 MONSANTO CANADA INC 412.50 .00 .00 .00 .00 3,048.01 0 085038 MONSANTO CHEMICAL COMPANY .00 .00 .00 .00 .00 400.00- 0 003310 MONSANTO COMPANY 82.50 .00 .00 .00 .00 .00 0 004651 MONSANTO COMPANY 55.00 .00 .00 .00 .00 .00 0 007939 MONSANTO COMPANY 27.50 .00 .00 .00 .00 247.50- 0 015016 MONSANTO COMPANY 837.50 .00 .00 .00 .00 .00 0 053470 MONSANTO COMPANY 309.00 .00 .00 .00 .00 .00 0 053490 MONSANTO COMPANY 89,229.47 3,668.99 1,427.87 .00 1,100.12 1,475.94 0 053520 MONSANTO COMPANY 3,849.62 178.75 .00 .00 .00 .00 0 053530 MONSANTO COMPANY 3,697.39 .00 .00 .00 .00 .00 0 053610 MONSANTO COMPANY 5,609.34 .00 .00 .00 .00 .00 0 053800 MONSANTO COMPANY 4,300.48 .00 .00 .00 .00 25.00 0 053880 MONSANTO COMPANY .00 .00 .00 .00 .00 714.75 0 058407 MONSANTO COMPANY 5,269.70 .00 330.00 .00 .00 495.00 0 063354 MONSANTO COMPANY 556.70 .00 .00 .00 .00 .00 0 078586 MONSANTO COMPANY 903.15 .00 .00 .00 .00 112.50- 0 082790 MONSANTO COMPANY 5,060.75 .00 137.50 .00 .00 120.25 0 082950 MONSANTO COMPANY 185.00 .00 .00 .00 .00 137.50 0 086361 MONSANTO COMPANY .00 .00 .00 .00 .00 55.00- 0 089567 MONSANTO COMPANY 5,050.00 .00 .00 .00 .00 .00 0 090014 MONSANTO COMPANY 12,627.17 .00 .00 .00 .00 .00 0 049405 MONSEY PRODUCTS COMPANY 2,482.79 .00 .00 .00 .00 .00
RCP017 AGED ACCOUNTS RECEIVABLE AS OF 4/30/93
CO CUST NAME 0-90 91-120 121-150 151-180 181-210 OVER 0 072565 MONSEY PRODUCTS COMPANY 1,037.00 .00 .00 .00 .00 .00 0 087131 MONTGOMERY INTERMODAL 79.00 .00 .00 .00 .00 .00 0 054110 MONTGOMERY TANK LINES .00 .00 .00 .00 .00 781.33- 0 089830 MOORE ASPHALT CO 80.00 .00 .00 .00 .00 .00 0 008873 MORTON CHEMICAL COMPANY 3,480.00 .00 .00 .00 .00 1,319.44 0 006674 MORTON INT'L SPECIALITY C 777.68 .00 .00 .00 .00 .00 0 066373 MORTON INT'L SPECIALTY CH 1,989.60 .00 .00 .00 .00 .00 0 069124 MORTON INT'L SPECIALTY CH 55.00 .00 .00 .00 .00 .00 0 083338 MORTON INT'L SPECIALTY CH .00 .00 .00 .00 .00 605.00 0 054270 MORTON INTERNATIONAL 805.50 .00 .00 .00 .00 1,290.00 0 080014 MORTON INTERNATIONAL 651.02 .00 .00 .00 .00 .00 0 054250 MORTON SALT COMPANY .00 .00 .00 .00 .00 110.00- 0 075129 MORTON THIOKOL .00 .00 .00 .00 .00 192.50 0 083739 MOTOR OILS LTD .00 .00 .00 .00 .00 825.00 0 071920 MOUNT CLEMENS COATING INC .00 .00 .00 .00 .00 22.68- 0 000286 MOZEL CHEMICAL 220.00 .00 .00 .00 .00 .00 0 069835 MTM HARDWICKE INC 475.00 .00 .00 .00 .00 .00 0 080113 MULTI CHEM INC 20,130.94 959.02 .00 .00 2,381.82 .00 0 083865 MULTI-CHEMICAL PROD INC 135.00 .00 .00 .00 .00 .00 0 077692 MULTICHEM INC 556.40 .00 .50 .00 .00 .00 0 060602 MURPHY OIL USA INC 1,020.00 .00 .00 .00 .00 .00 0 066194 N R G BARRIERS .00 .00 .00 .00 .00 1,737.50 0 079365 N R G BARRIERS .00 .00 .00 27.50 .00 .00 0 086527 N W L TRANSFORMERS INC 2,412.64 .00 .00 .00 .00 .00 0 055480 NABISCO INCORPORATED 13,455.30 .00 .00 .00 556.60 .00 0 007703 NACAN PRODUCTS .00 .00 .00 .00 .00 1,207.50 0 084398 NACAN PRODUCTS 275.00 .00 137.50 .00 .00 .00 0 021654 NALCO CHEMICAL COMPANY 885.00 .00 .00 .00 .00 .00 0 054710 NALCO CHEMICAL COMPANY 1,798.50 .00 .00 .00 .00 .00 0 054730 NALCO CHEMICAL COMPANY 20,988.30 .00 .00 .00 .00 .00 0 062913 NALCO CHEMICAL COMPANY 1,880.00 .00 .00 .00 .00 .00 0 082364 NALCO CHEMICAL COMPANY 2,308.48 .00 .00 .00 .00 .00 0 070673 NALCOMEX 140.00 .00 .00 .00 .00 .00 0 086030 NALCOMEX 180.40 .00 .00 .00 .00 .00 0 087787 NASCOTE INDUSTRIES INC 2,844.35 .00 .00 .00 .00 .00 0 085856 NASH SALVAGE COMPANY 2,669.80 .00 .00 .00 .00 .00 0 004066 NASHUA CORPORATION 120.00 .00 .00 .00 .00 .00 0 090147 NATIONAL AUTO/TRUCKSTOPS 9,847.38 .00 .00 .00 .00 .00 0 055450 NATIONAL CHEMICAL LAB. 110.00 .00 .00 .00 .00 2,375.50 0 026697 NATIONAL COATINGS CO 522.50 .00 .00 .00 .00 .00 0 080111 NATIONAL FOAM CUSHION MFG .00 40.00 .00 .00 .00 .00 0 050145 NATIONAL GYPSUM COMPANY .00 .00 .00 .00 82.50 .00 0 082227 NATIONAL GYPSUM COMPANY 1,673.90 .00 .00 .00 .00 .00 0 066834 NATIONAL PIPE CO .00 .00 .00 .00 .00 110.00 0 001658 NATIONAL SOLVENTS .00 .00 .00 .00 .00 25.00 0 003409 NATIONAL STARCH & CHEM CO 632.50 .00 .00 .00 .00 .00 0 003522 NATIONAL STARCH & CHEM CO 41,165.43 765.00 .00 .00 498.00 1,536.00 0 005201 NATIONAL STARCH & CHEM CO 260.00 .00 .00 .00 .00 .00 0 011833 NATIONAL STARCH & CHEM CO 480.00 .00 .00 .00 .00 .00 0 016472 NATIONAL STARCH & CHEM CO 2,420.75 .00 .00 .00 .00 .00 0 054786 NATIONAL STARCH & CHEM CO 25,442.50 .00 364.00 .00 .00 1,120.00
RCP017 AGED ACCOUNTS RECEIVABLE AS OF 4/30/93
CO CUST NAME 0-90 91-120 121-150 151-180 181-210 OVER 0 055880 NATIONAL STARCH & CHEM CO 137.50 .00 .00 .00 .00 .00 0 055890 NATIONAL STARCH & CHEM CO 1,125.00 .00 .00 .00 .00 .00 0 055910 NATIONAL STARCH & CHEM CO 225.00 .00 .00 .00 .00 .00 0 055950 NATIONAL STARCH & CHEM CO 2,008.00 .00 .00 .00 .00 .00 0 074785 NATIONAL STARCH & CHEM CO 1,129.90 .00 .00 .00 .00 388.75 0 079895 NATIONAL STARCH & CHEM CO 15,624.50 .00 .00 .00 .00 843.70 0 087805 NATIONAL STARCH & CHEM CO 3,660.61 .00 .00 .00 .00 .00 0 078948 NAVISTAR INTERNATIONAL CO 4,418.50 1,682.50 .00 .00 .00 .00 0 084677 NAVISTAR INTERNATIONAL CO 19,931.00 55.00 .00 .00 .00 .00 0 060898 NED LLOYD MARINE .00 .00 .00 .00 .00 5,673.76- 0 077690 NEITA CHEMICAL .00 .00 .00 .00 .00 318.00 0 023880 NEOCHEM CORP 2,803.50 .00 .00 .00 .00 .00 0 056460 NEPERA PRODUCT CHEMICAL 13,154.00 .00 .00 .00 .00 .00 0 078716 NEPERA PRODUCT CHEMICAL 8,952.77 .00 .00 .00 .00 .00 0 051960 NEUTROGENA CORPORATION 145.50 .00 .00 .00 .00 .00 0 056269 NETRON PRODUCTS 9,859.85 .00 .00 .00 .00 .00 0 056457 NEVILE CHEMICAL COMPANY 137.50 .00 .00 .00 .00 .00 0 057607 NEVILLE CHEMICAL COMPANY 608.00 .00 .00 .00 .00 .00 0 055629 NEVILLE SYNTHESES 14,830.66 859.00 357.50 .00 .00 .00 0 069520 NEW CENTURY FREIGHT ASSOC .00 946.00 .50 .00 .00 .00 0 067685 NEW DEPARTURE HYATT BEARI 791.73 .00 .00 .00 .00 .00 0 002373 NEW ENGLAND LAMINATES .00 .00 .00 .00 .00 322.00- 0 003956 NEW ENGLAND POWER COMPANY 810.36 .00 .00 .00 .00 .00 0 088626 NEW VENTURE GEAR 4,363.16 .00 .00 .00 .00 .00 0 088043 NEWMAN CABLE CONST CO 1,898.50 .00 .00 .00 .00 .00 0 074264 NEWSPRINT SOUTH INC 693.00 .00 .00 .00 .00 .00 0 010929 NIACET CORPORATION 4,114.24 .00 190.00 .00 .00 1,430.00 0 021657 NIAGARA MOHAWK POWER CORP 508.18 .00 .00 .00 .00 .00 0 007449 NIAGARA NATIONAL COMPANY .00 .00 .00 .00 .00 105.00 0 086148 NICHOLAS GALVANIZING 3,407.80 .00 .00 .00 .00 .00 0 078506 NILIT AMERICA CORP .00 .00 .00 .00 .00 115.00 0 019646 NISSAN MOTOR MFG CORP 82.50 .00 .00 .00 .00 .00 0 018957 NO AMER PHILLIPS LIGHTING 1,086.00 .00 .00 .00 .00 .00 0 085848 NOLAN & CUNNING INC 6,591.00 55.00 .00 638.00 228.00 .00 0 024206 NORAMCO OF DELAWARE INC 220.00 .00 .00 .00 .00 .00 0 089080 NORFOLK SOUTHERN RWY .00 1,673.80- .00 .00 .00 .00 0 086115 NORMA CADENA 2,450.00 .00 .00 .00 .00 .00 0 009310 NORPLEX/OAK 82.50 .00 .00 .00 .00 .00 0 081450 NORTH AMERICAN CHEMICAL 118.00 .00 .00 .00 .00 .00 0 023290 NORTH AMERICAN LOBSTER 536.00 .00 .00 .00 .00 385.00 0 079884 NORTH AMERICAN REFACTORIE 6,751.87 .00 .00 .00 .00 .00 0 052137 NORTH AMERICAN REFRACTORI 110.00 .00 .00 .00 .00 .00 0 060891 NORTH AMERICAN TRANSFORM .00 5,714.00 .00 .00 .00 325.00 0 005712 NORTH INDUSTRIAL CHEM 82.50 .00 .00 .00 .00 165.00 0 088317 NORTHEAST CHEMICAL .00 .00 .00 .00 923.00 .00 0 005388 NORTHEAST CONTAINER .00 .00 .00 .00 .00 110.00 0 089133 NORTHSIDE CHEMICAL CO .00 27.50 .00 .00 .00 .00 0 008031 NORTON COMPANY 2,576.84 .00 .00 .00 .00 .00 0 060842 NOVA CHEM .00 .00 .00 .00 .00 1,005.00 0 003619 NOVA PETROCHEMICALS INC .00 42.80 .00 .00 .00 45.00 0 060767 NOVACOR 1,067.30 .00 .00 .00 .00 .00
RCP017 AGED ACCOUNTS RECEIVABLE AS OF 4/30/93
CO CUST NAME 0-90 91-120 121-150 151-180 181-210 OVER 0 076046 NOVACOR 6,578.42 .00 .00 .00 .00 838.32 0 058190 NOVACOR CHEMICALS CANADA 90.00 .00 .00 .00 .00 .00 0 061002 NOVACOR CHEMICALS INC .00 .00 .00 .00 .00 1,026.80 0 083279 NOVAGARD .00 .00 .00 .00 .00 605.00 0 073274 NOVAMAX TECHNOLOGIES 55.00 .00 .00 .00 .00 .00 0 073351 NOVO NORDISK BIOINDUSTRIA 10,908.15 .00 .00 .00 .00 .00 0 089215 NOVO NORDISK BIOINDUSTRIE .00 2,564.40 .00 .00 .00 .00 0 081438 NOXCRETE INC .00 .00 .00 .00 .00 3,278.50 0 055847 NOXELL CORPORATION 985.60 .00 .00 .00 .00 .00 0 060566 NUCOR CORPORATION 286.00 .00 .00 .00 .00 .00 0 069856 NUHART & COMPANY INC .00 .00 .00 .00 .00 84.00 0 052594 NUTRASWEET COMPANY .00 556.00 .00 .00 .00 1,002.50 0 084226 NYLONGE CORP 27.50 .00 .00 .00 .00 .00 0 083009 O BRIEN (PARLIN) COGEN 52.52 .00 .00 .00 .00 .00 0 021383 O C ADHESIVES CORPORATION .00 .00 .00 .00 .00 137.50 0 009953 O H D THERMACORE INC 1,183.00 .00 .00 .00 .00 .00 0 059890 O SULLIVAN CORPORATION 3,256.50 165.00 .00 110.00 1,550.50 .00 0 089075 O'BRIEN CORP .00 78.00 .00 .00 .00 .00 0 086451 OAKITE PRODUCTS INC .00 .00 .00 2,455.50 .00 .00 0 087815 OAKWOOD BEACH WPCP 671.00 .00 .00 .00 .00 .00 0 007934 OCCIDENTAL CHEMICAL CORP 130,310.53 3,454.93 4,122.00- 1,460.25 .00 1,241.83- 0 008157 OCCIDENTAL CHEMICAL CORP 568.50 .00 .00 .00 .00 27.50 0 024720 OCCIDENTAL CHEMICAL CORP 13,832.11 .00 .00 151.25 .00 1,070.50 0 026303 OCCIDENTAL CHEMICAL CORP 1,032.50 .00 .00 .00 .00 640.00 0 027265 OCCIDENTAL CHEMICAL CORP 518.18 21.00- .00 .00 .00 .00 0 038525 OCCIDENTAL CHEMICAL CORP 50.00 .00 55.00 .00 .00 .00 0 038575 OCCIDENTAL CHEMICAL CORP 6,925.10 .00 100.00- .00 .00 4,664.10 0 039400 OCCIDENTAL CHEMICAL CORP 1,165.00 20,950.00 .00 .00 .00 1,029.75 0 051528 OCCIDENTAL CHEMICAL CORP 7,382.40 278.40 32.00 .00 .00 .00 0 055090 OCCIDENTAL CHEMICAL CORP .00 .00 .00 .00 .00 55.00 0 059277 OCCIDENTAL CHEMICAL CORP .00 .00 .00 .00 .00 384.09 0 078706 OCCIDENTAL CHEMICAL CORP 4,514.50 .00 .00 .00 .00 .00 0 079481 OCCIDENTAL CHEMICAL CORP .00 .00 .00 .00 .00 55.00 0 081511 OCCIDENTAL CHEMICAL CORP 99.25 .00 .00 .00 .00 .00 0 082296 OCCIDENTAL CHEMICAL CORP 586.50 110.00 .00 .00 .00 380.00 0 058890 OCTAGON PROCESSING INC 105.04 .00 78.00- .00 .00 .00 0 026443 OHIO POLYCHEMICAL 6,630.50 22.00- .00 .00 .00 .00 0 090700 OHIO POLYCHEMICAL 1,494.50 .00 .00 .00 .00 .00 0 009669 OIL CHEM INC 1,499.79 728.84 .00 .00 .00 .00 0 014572 OLD BRIDGE CHEMICAL .00 .00 .00 .00 .00 9,936.53 0 087731 OLD QUAKER PAINT .00 234.00 150.00 .00 .00 .00 0 007320 OLES ENVELOPE CORP 27.50 .00 .00 110.00 .00 247.50 0 007983 OLIN CORPORATION 16,040.50 .00 1,659.00- .00 41.25 975.75 0 059350 OLIN CORPORATION 75.00 .00 .00 .00 .00 .00 0 059360 OLIN CORPORATION 1,581.00 .00 .00 .00 .00 40.00- 0 059390 OLIN CORPORATION 84,769.49 7,222.70 1,058.00 1,088.00 .00 1,354.94- 0 059400 OLIN CORPORATION 2,391.00 325.00 .00 220.00 .00 321.58 0 059410 OLIN CORPORATION 4,538.50 .00 .00 .00 .00 .00 0 059470 OLIN CORPORATION 2,574.00 .00 .00 .00 .00 .00 0 082831 OLIN CORPORATION 18,560.13 1,863.00 795.00 .00 2,154.50 82.50 0 088539 OLIN CORPORATION 10,505.69 1,207.50 100.00- .00 .00 .00
RCP017 AGED ACCOUNTS RECEIVABLE AS OF 4/30/93
CO CUST NAME 0-90 91-120 121-150 151-180 181-210 OVER 0 079767 OLIN HUNT .00 .00 .00 .00 .00 41.25 0 051209 OLYMPIC OIL COMPANY 1,419.00 .00 .00 .00 .00 .00 0 090019 OMEGA CHEMICAL 1,419.00 .00 .00 .00 .00 .00 CORP. 0 052526 OMNICOLOGY INC. 424.00 .00 .00 .00 .00 .00 0 079982 ONTARIO HYDRO 504.93 .00 .00 .00 .00 .00 0 080566 ONTARIO HYDRO 45.00 .00 .00 .00 .00 32.10 0 085390 OPERATIONAL ENERGY .00 55.00 .00 .00 .00 .00 CORP. 0 089749 OPTIMA CHEMICAL 900.00 .00 .00 .00 .00 .00 0 059680 ORMET CORPORATION 210.00 .00 .00 .00 .00 .00 0 079741 OSCO/BRYSON INC. .00 .00 .00 .00 .00 4,269.50 0 081782 OSCO/BRYSON INC. .00 .00 .00 .00 185.00 3,089.40 0 077272 OSPECA ENTERPRISES 1,800.00 .00 .00 .00 .00 .00 0 009326 OWENS CORNING 82.50 .00 .00 .00 .00 .00 FIBERGLAS 0 051516 OWENS CORNING .00 .00 .00 .00 .00 200.00 FIBERGLAS 0 059700 OWENS CORNING 9,831.33 1,133.68 .00 957.50 .00 1,853.00 FIBERGLAS 0 059830 OWENS CORNING 3,022.00 .00 .00 .00 .00 .00 FIBERGLAS 0 059930 OWENS CORNING .00 .00 .00 27.50- .00 .00 FIBERGLAS 0 088574 OWENS CORNING 3,717.00 .00 .00 .00 .00 .00 FIBERGLAS 0 071343 OXY PETROCHEMICALS 5,675.89 .00 .00 .00 .00 395.00 INC. 0 071431 P & O CONTAINERS .00 .00 .00 .00 .00 138.50 LIMITED 0 002173 P B & S CHEMICAL 2,249.80 .00 .00 .00 .00 .00 COMPANY 0 060640 P B & S CHEMICAL 2,873.50 63.00 .00 .00 .00 .00 COMPANY 0 063072 P C A EAST INC. 3,472.00 .00 .00 .00 .00 137.50 0 082020 P C I 27.50 27.50- .00 .00 .00 .00 0 056869 P C R INCORPORATED 1,183.50 .00 .00 .00 275.00 .00 0 033970 P D GEORGE COMPANY 4,027.27 .00 .00 .00 .00 .00 0 034300 P H GLATFELTER 8,714.25 .00 193.25 460.00 52.00 315.00 COMPANY 0 071793 P H GLATFELTER .00 .00 .00 822.50 .00 .00 COMPANY 0 077873 P D CONTAINERS 362.25 .00 .00 .00 .00 .00 LIMITED 0 000168 P P G INDUSTRIES 165.00 .00 .00 .00 .00 .00 INC. 0 003198 P P G INDUSTRIES .00 651.80 .00 .00 .00 .00 INC. 0 007372 P P G INDUSTRIES 8,334.00 425.00- .00 .00 .00 556.45- INC. 0 018500 P P G INDUSTRIES 1,274.00 .00 .00 .00 .00 .00 INC. 0 018520 P P G INDUSTRIES 7,458.25 50.00 .00 55.00 705.00 2,929.00 INC. 0 028435 P P G INDUSTRIES 2,227.40 .00 .00 .00 .00 .00 INC. 0 051984 P P G INDUSTRIES .00 .00 .00 .00 .00 25.00- INC. 0 053365 P P G INDUSTRIES 4,581.34 .00 .00 .00 .00 100.00- INC. 0 053425 P P G INDUSTRIES .00 .00 .00 .00 .00 55.00 INC. 0 063230 P P G INDUSTRIES .00 .00 .00 .00 .00 765.82 INC. 0 064580 P P G INDUSTRIES 277.50 .00 .00 .00 .00 .00 INC. 0 064620 P P G INDUSTRIES 6,969.25 .00 .00 .00 .00 .00 INC. 0 064660 P P G INDUSTRIES .00 .00 .00 .00 .00 55.00 INC. 0 064740 P P G INDUSTRIES 2,587.98 .00 .00 .00 .00 .00 INC. 0 075436 P P G INDUSTRIES 1,593.00 .00 .00 .00 .00 .00 INC. 0 077420 P P G INDUSTRIES 44,543.00 2,428.00 3,263.00 4,678.00 1,786.95 1,247.26 INC. 0 078033 P P G INDUSTRIES .00 .00 .00 .00 937.40 .00 INC. 0 083191 P P G INDUSTRIES 409.00 .00 282.50 .00 .00 101.27- INC. 0 009153 P Q CORPORATION 1,723.50 .00 .00 .00 .00 1,220.46 0 018156 P Q CORPORATION .00 .00 27.50- .00 .00 .00 0 022149 P Q CORPORATION .00 .00 .00 185.00- .00 93.36- 0 053290 P Q CORPORATION 28,935.00 .00 190.00 .00 .00 .00
RCP017 AGED ACCOUNTS RECEIVABLE AS OF 4/30/93
CO CUST NAME 0-90 91-120 121-150 151-180 181-210 OVER 0 051313 P&D CONTAINERS 432.50 .00 .00 .00 .00 .00 LIMITED 0 009473 PABCO PAPER 688.00 .00 .00 .00 .00 .00 PRODUCTS INC. 0 079852 PACE CHEMICAL INC. 7,024.03 .00 .00 .00 935.00 2,217.05 0 070673 PACIFIC ANCHOR 27.50 .00 .00 .00 .00 .00 CHEMICAL 0 088660 PACIFIC COAST .00 154.00 .00 .00 .00 .00 0 006360 PACIFIC INDUSTRIES 3,108.00 .00 .00 .00 .00 .00 INC. 0 069838 PACIFIC MOLASSES .00 .00 .00 .00 247.50- .00 COMPANY 0 087754 PACIFIC PAC INC. .00 .00 .00 55.00 .00 .00 0 019295 PACKAGING CORP OF 15,116.10 .00 .00 .00 .00 .00 AMERICA 0 066725 PACKAGING CORP OF 825.00 .00 .00 .00 .00 .00 AMERICA 0 058874 PACKAGING SERVICES .00 .00 82.50 .00 .00 210.00 0 087712 PAGE CLEANING 55.00 .00 .00 .00 .00 .00 0 066106 PAN AMERICA .00 .00 .00 .00 .00 125.00 AIRLINES 0 060220 PANTASOTE COMPANY 3,234.98 .00 .00 .00 .00 .00 0 072322 PANTASOTE COMPANY .00 .00 105.00 .00 .00 137.50 0 088433 PANTECH .00 .00 4,446.00 .00 .00 .00 0 056823 PAPER MANUFACTURERS 305.00 .00 .00 .00 .00 .00 0 085023 PARA AG INC. .00 .00 .00 .00 .00 5,716.16 0 060280 PARA CHEMICAL INC. .00 .00 180.00 .00 .00 .00 0 085910 PARADIGM LABS 90.00 243.00 .00 .00 .00 .00 0 024163 PARAMOUNT FEED 630.99 .00 .00 .00 .00 .00 0 011345 PARK CHEMICAL 4,013.40 .00 .00 .00 .00 .00 COMPANY 0 021430 PARKE DAVIS & 165.00 1,698.30 .00 .00 .00 .00 COMPANY 0 005158 PARKER AMCHEM 82.50 .00 .00 .00 .00 .00 0 020941 PARKS CORPORATION 1,906.00 .00 .00 .00 .00 .00 0 028636 PARKS CORPORATION 1,235.00 .00 .00 .00 .00 .00 0 060440 PARKS CORPORATION 4,302.00 .00 .00 .00 .00 .00 0 000240 PASSONNO .00 .00 .00 .00 .00 75.00 CORPORATION 0 089549 PATCO 192.50 .00 .00 .00 .00 .00 0 017785 PAULSBORO PACKAGING 55.00 .00 .00 .00 .00 27.50 0 007172 PAULSEN WIRE 5,381.31 .00 .00 .00 .00 .00 0 000644 PAVE MARK 50.00 25.00- .00 .00 .00 .00 0 028484 PCT TRANSPORT INC. 363.84 .00 .00 .00 .00 .00 0 068337 PEBRA-PETERBOROUGH 192.50 .00 .00 .00 .00 .00 0 003017 PECTIN .00 .00 .00 .00 .00 1,350.00 0 089459 PEINNACLE OIL 65.00 .00 .00 .00 .00 .00 0 051645 PENCO INC. OF 26.26 .00 .00 .00 .00 .00 LYNDHURST 0 008502 PENFORD PRODUCTS 2,558.78 .00 .00 .00 .00 .00 COMPANY 0 054395 PENNA POWER & 840.53 .00 .00 .00 .00 .00 LIGHT COMPANY 0 062140 PENNA POWER & 15,193.69 .00 .00 .00 .00 .00 LIGHT COMPANY 0 085706 PENNTECH CORP 55.00 .00 .00 .00 .00 .00 0 054472 PENNZOIL PRODUCTS .00 .00 .00 .00 .00 247.50 COMPANY 0 069887 PENNZOIL PRODUCTS 2,037.50 .00 .00 .00 .00 .00 COMPANY 0 070737 PENNZOIL PRODUCTS 82.50 .00 .00 .00 .00 .00 COMPANY 0 071344 PENRECO 514.00 .00 .00 .00 .00 .00 0 051090 PENTRON INC. 155.75 .00 .00 .00 .00 .00 0 002436 PERDUE INCORPORATED 7,614.51 .00 1,084.48- .00 .00 169.76 0 028310 PERIDOT CHEMICAL 172,270.09 .00 .00 .00 .00 4,865.84 COMPANY 0 030735 PERIDOT CHEMICAL .00 .00 .00 .00 .00 426.00 COMPANY 0 087497 PERIDOT CHEMICAL .00 .00 .00 .00 1,323.44 .00 COMPANY 0 089607 PERKIT FOLDING BOX 40.50 .00 .00 .00 .00 .00 CORP
RCP017 AGED ACCOUNTS RECEIVABLE AS OF 4/30/93
CO CUST NAME 0-90 91-120 121-150 151-180 181-210 OVER 0 086422 PERMAGILE .00 84.00 .00 .00 .00 .00 INDUSTRIES 0 086357 PERRIGO SILICA 275.00 .00 .00 .00 .00 .00 0 086358 PERRIGO SILICA .00 .00 .00 .00 .00 2,196.00- 0 001838 PERVO PAINT COMPANY .00 .00 .00 .00 27.50 545.00 0 021551 PET FOODS INC. .00 137.50 .00 .00 .00 .00 0 054126 PETRO CANADA 1,956.00 .00 210.00 1,302.50 1,202.50 2,858.75 PRODUCTS 0 089114 PETRO CANADA 1,907.67 .00 .00 .00 .00 .00 PRODUCTS 0 006203 PETRO CANADA .00 .00 .00 .00 .00 247.50- VENTURES 0 085258 PETROCEL S A 836.00 .00 .00 .00 .00 .00 0 000373 PETROLITE 31,151.39 150.00 1,032.28 900.08 145.12 1,177.07 CORPORATION 0 005098 PETROLITE 33,770.43 .00 .00 .00 .00 968.60 CORPORATION 0 021995 PETROLITE 220.00 .00 .00 27.50 .00 192.50 CORPORATION 0 067218 PETROLITE 1,031.00 .00 .00 .00 .00 .00 CORPORATION 0 072559 PETRON CORPORATION 5,015.52 .00 .00 .00 .00 275.50 0 071541 PETROPLUS 346.87 .00 .00 .00 .00 677.62 0 083884 PETROWAX PA INC. .00 .00 .00 .00 .00 3,078.00 0 055345 PFISTER CHEMICAL .00 .00 .00 52.00 26.00 909.00 WORKS 0 063180 PFIZER INC. 110.00 .00 .00 .00 .00 .00 0 067090 PFIZER INC. .00 .00 .00 .00 .00 450.00 0 080463 PFIZER INC. .00 .00 .00 .00 .00 125.00 0 055455 PHELPS DODGE 82.50 .00 .00 .00 .00 .00 CORPORATION 0 052115 PHIBRO ENERGY INC. 27.50 .00 .00 411.00 .00 .00 0 004667 PHIBRO REFINING 882.00 .00 .00 .00 .00 .00 INC. 0 063510 PHILA ELECTRIC 26.26 .00 .00 .00 .00 .00 COMPANY 0 088126 PHILADELPHIA .00 .00 385.00 275.00 605.00 .00 CONVENTION C 0 075832 PHILIPS COMPONENTS 1,238.40 .00 .00 .00 .00 .00 0 076148 PHILIPS LIGHTING .00 .00 .00 .00 .00 2,365.00- CORP 0 011199 PHILIP MORRIS USA 1,425.00 .00 .00 .00 .00 .00 0 055615 PHILIP MORRIS USA 385.00 .00 .00 .00 .00 275.00 0 062398 PHOENIX PETROLEUM 178.76 .00 .00 .00 .00 .00 0 064110 PHOTO CIRCUIT 26.26 .00 .00 .00 .00 338.00- COMPANY 0 053345 PHTHALCHEM INC. 100.00 .00 .00 .00 .00 .00 0 081953 PICKETT .00 .00 .00 .00 .00 4,103.58 ENTERPRISES INC. 0 060094 PIEDMONT LABS 285.00 .00 .00 .00 .00 .00 0 000797 PIERCE & STEVENS 15,782.06 .00 .00 .00 .00 .00 CHEMICAL 0 064210 PIERCE & STEVENS .00 .00 .00 .00 .00 27.50- CHEMICAL 0 063651 PILGRIM INDUSTRIES .00 110.00 55.00 .00 .00 110.00 0 001027 PILOT CHEMICAL 137.50 .00 .00 .00 .00 .00 COMPANY 0 001815 PILOT CHEMICAL 135.00 .00 .00 .00 .00 .00 COMPANY 0 054204 PILOT CHEMICAL 4,980.23 247.50- .00 .00 .00 .00 COMPANY 0 090228 PILOT CHEMICAL 55.00 .00 .00 .00 .00 .00 COMPANY 0 066500 PILOT LABORATORIES 27.50 .00 .00 .00 .00 .00 0 027599 PIONEER 156.00 .00 .00 .00 .00 42.60 CHLORALKALI CO INC. 0 008274 PIONEER PAINT .00 .00 .00 .00 .00 467.50 PRODUCTS 0 014546 PIRELLI CABLE .00 .00 .00 .00 .00 68.75 CORPORATION 0 051388 PITTSBURGH PENN 55.00 .00 .00 .00 .00 .00 OIL COMPANY 0 005901 PITTWAY CORPORATION .00 .00 .00 .00 .00 237.50 0 065174 PLACID REFINING 2,161.50 .00 .00 .00 .00 .00 COMPANY 0 088148 PLAID ENTERPRISES .00 .00 .00 .00 665.00 .00 0 076839 PLASTIC SPEC & .00 .00 .00 .00 .00 100.00 TECH. 0 070603 PLASTICS SPEC & 302.50 .00 .00 .00 96.00 1,116.00 TECHNOLOG
RCP017 AGED ACCOUNTS RECEIVABLE AS OF 4/30/93
CO CUST NAME 0-90 91-120 121-150 151-180 181-210 OVER 0 088008 PLAZE INC. 27.50 .00 .00 .00 .00 .00 0 005752 PMC SPECIALTIES .00 .00 .00 .00 .00 166.00 GROUP INC. 0 006082 PMC SPECIALTIES 78.00 .00 .00 52.00 .00 250.00 GROUP INC. 0 006642 PMC SPECIALTIES .00 .00 .00 .00 .00 214.20- GROUP INC. 0 009604 PMC SPECIALTIES .00 27.50 .00 .00 .00 374.50 GROUP INC 0 073970 PMC SPECIALTIES .00 .00 .00 .00 .00 625.00 GROUP INC. 0 006773 POLIOLES 260.00 .00 .00 .00 .00 .00 0 063086 POLIOLES 8,660.50 .00 .00 .00 .00 .00 0 061874 POLLIO DAIRY 25.00 .00 .00 .00 .00 .00 PRODUCTS 0 022041 POLY CHEM INC. .00 .00 .00 .00 .00 600.65- 0 065060 POLYCAST 68.75 151.25 .00 .00 .00 .00 TECHNOLOGY CORP 0 081555 POLYCHROME 1,974.05 .00 .00 .00 .00 .00 CORPORATION 0 080546 POLYCON INDUSTRIES 55.00 .00 .00 .00 .00 .00 0 003604 POLYFILMS INC. 220.00 .00 .00 .00 .00 735.00 0 002596 POLYMER 280.00 .00 .00 .00 .00 .00 DEVELOPMENT LABS 0 080507 POLYSAR RUBBER 398.40 32.10 .00 .00 .00 .00 SERVICES 0 069062 POLYSAT INC. 5,250.50 .00 .00 141.50 216.50 2,678.50 0 068853 POLYTEX .00 .00 .00 .00 .00 50.00 ENVIORNMENT INK 0 028622 POLYTHANE SYSTEMS 180.00 .00 .00 .00 .00 926.77- INC. 0 009637 POLYTOP 5,647.73 .00 .00 .00 .00 346.00 0 087509 POPE & TALBOT INC. 2,950.00 .00 .00 .00 .00 .00 0 087281 PORCELAIN 272.00 .00 .00 .00 .00 .00 INDUSTRIES, INC. 0 005983 POTLATCH 5,977.55 .00 .00 .00 .00 .00 CORPORATION 0 008224 PPG INDUSTRIES INC. 2,849.01 .00 .00 .00 .00 50.00 0 071043 PRECISION .00 27.50 .00 .00 55.00 .00 CASTPARTS CORP 0 082889 PRECISION FABRICS 96.25 .00 .00 .00 .00 .00 GROUP 0 089125 PREMIER INDUSTRIES .00 192.50 .00 .00 .00 .00 CORP. 0 065830 PREMIX INC. 2,561.45 .00 .00 .00 .00 295.50 0 086929 PRIDE SOLVENTS AND .00 .00 .00 .00 104.00 .00 CHEM CO 0 009814 PRILLAMAN CHEMICAL .00 165.00 .00 .00 .00 .00 CORP 0 086178 PRILLAMAN CHEMICAL 1,924.00 .00 .00 .00 .00 .00 CORP 0 086224 PRILLAMAN CHEMICAL .00 .00 .00 110.00- .00 .00 CORP 0 085230 PRIMARY RECOVERY 1,796.00 .00 .00 .00 .00 .00 CORP 0 089980 PRIORITY 697.00 .00 .00 .00 .00 .00 TRANSPORTATION 0 083883 PRO PAC .00 .00 .00 .00 .00 40,664.58 0 088509 PROCTER & GAMBLE .00 .00 .00 1,215.00 .00 .00 DE MEXICO 0 001303 PROCTER & GAMBLE 1,826.00 .00 .00 .00 .00 780.00 MFG CO. 0 011800 PROCTER & GAMBLE 715.00 .00 .00 .00 .00 .00 MFG CO. 0 020435 PROCTER & GAMBLE 2,636.68 .00 .00 .00 .00 .00 MFG CO. 0 050787 PROCTER & GAMBLE 32,089.10 36.00- 3,652.52 .00 736.00 23.00- MFG CO. 0 065910 PROCTER & GAMBLE 44,389.04 257.16 .00 .00 .00 387.80 MFG CO. 0 065940 PROCTER & GAMBLE 392.38 .00 .00 .00 .00 .00 MFG. CO. 0 065960 PROCTER & GAMBLE .00 .00 .00 407.00 .00 .00 MFG CO. 0 066060 PROCTER & GAMBLE 25,661.55 6,253.94 30.00- 448.80 76.64- 11,937.45 MFG CO. 0 072571 PROCTER & GAMBLE .00 .00 .00 .00 .00 220.00 MFG CO. 0 075957 PROCTER & GAMBLE 1,361.35 .00 .00 .00 .00 .00 MFG CO. 0 083295 PROCTER & GAMBLE 37,200.00 .00 .00 .00 .00 53,400.00 MFG CO. 0 087836 PROCTER & GAMBLE 4,650.45 .00 .00 .00 .00 .00 MFG CO. 0 089229 PROCTER & GAMBLE .00 45.00 .00 .00 .00 .00 MFG CO. 0 074838 PROCTER & GAMBLE 14,505.00 27.50 .00 .00 .00 .00 CELLULOS 0 085451 PROD. IND. DE 26,418.25 .00 .00 .00 .00 .00 PLOMO SA DE
RCP017 AGED ACCOUNTS RECEIVABLE AS OF 4/30/93
CUST NAME 0-90 91-120 121-150 151-180 181-210 OVER 063181 PROVOST CARTAGE .00 .00 .00 .00 .00 1,271.17 085969 PSI CHEMICALS 737.00 .00 .00 .00 .00 .00 066220 PUBLIC SERV ELEC & 183.82 .00 137.50 .00 412.50 1,977.50 GAS 010346 PUERTO RICAN .00 .00 .00 .00 .00 2,876.44 MARINE MGMT. 055127 PUROLITE 45.00 .00 .00 .00 .00 180.00 000032 PVS CHEMICALS INC. 67,058.38 50.00 1,401.41 4,904.22 6,118.55 1,199.40 014286 PVS CHEMICAL INC. 3,243.20 .00 .00 .00 .00 10,905.33 054965 PVS CHEMICAL INC. 25,483.00 .00 102.00 482.28 125.00 4,186.47 012574 PVS NOLWOOD 5,077.83 .00 .00 .00 841.14 .00 CHEMICAL INC. 083903 PVS TECHNOLOGIES 36,812.77 406.34 .00 .00 1612.86 716.16 067220 O D CHEMICAL INC. 19,537.79 532.50 150.00 200.00 425.00 473.00 071195 O D CHEMICAL INC. 6,736.00 .00 .00 .00 .00 .00 087640 QUADRA CORPORATION 5,712.50 .00 .00 .00 .00 .00 006734 QUADRANT CHEMICAL 3,150.00 .00 .00 .00 .00 579.90 CO. 057595 QUAKER CHEMICAL 14,125.60 51.50 .00 .00 .00 .00 CORP 067180 QUAKER STATE 9,978.80 .00 .00 .00 .00 .00 CORPORATION 057514 QUAKER SUPREME .00 .00 .00 .00 .00 55.00 066456 QUALA SYSTEMS INC. 3,650.00 .00 .00 .00 .00 .00 085029 QUALA SYSTEMS INC. 6,291.00 225.00 .00 .00 .00 .00 087388 QUALA SYSTEMS INC. 675.00 .00 .00 .00 .00 .00 089043 QUALA SYSTEMS INC. 450.00 .00 .00 .00 .00 .00 089223 QUALA SYSTEMS INC. 6,137.50 .00 .00 .00 .00 .00 089225 QUALA SYSTEMS INC. 2,962.50 .00 .00 .00 .00 .00 089226 QUALA SYSTEMS INC. 10,362.50 .00 .00 .00 .00 .00 089227 QUALA SYSTEMS INC. 455.50- .00 .00 .00 .00 .00 089231 QUALA SYSTEMS INC. 14,745.00 .00 .00 .00 .00 .00 089233 QUALA SYSTEMS INC. 50.00 .00 .00 .00 .00 .00 089235 QUALA SYSTEMS INC. 7,775.00 .00 .00 .00 .00 .00 089475 QUALA STYSTEMS INC. 225.00 .00 .00 .00 .00 .00 089547 QUALA SYSTEMS INC. 15,774.50 .00 .00 .00 .00 .00 089725 QUALA SYSTEMS INC. 1,146.00 .00 .00 .00 .00 .00 089728 QUALA SYSTEMS INC. 287.50 .00 .00 .00 .00 .00 089857 QUALA SYSTEMS INC. 10,748.25 .00 .00 .00 .00 .00 089858 QUALA SYSTEMS INC. 330.00 .00 .00 .00 .00 .00 089903 QUALA SYSTEMS INC. 197.00 .00 .00 .00 .00 .00 023203 QUALITY CHEMICALS .00 .00 .00 55.00 .00 .00 055074 QUALITY CHEMICALS .00 .00 .00 .00 .00 174.00 051615 QUANTUM CHEMICAL 165.00 .00 .00 .00 .00 .00 CORP 084610 QUANTUM CHEMICAL 625.00 250.00 125.00 250.00 .00 .00 CORP 070492 QUEBEC AND ONTARIO 2,030.86 .00 .00 .00 .00 .00 PAPER 088197 QUEBEC PIGMENTS 110.00 .00 .00 .00 .00 .00 003776 QUIMICA IND DEL .00 .00 .00 .00 .00 7,494.33 NORTE SA 075517 QUIMOBASICOS S.A. .00 .00 .00 .00 .00 2,797.11 DEL C.V. 006766 QUIMOBASICOS S.A. 280.00 .00 .00 .00 .00 .00 DE C.V. 073339 QUINCY COMPRESSOR 5,797.00 .00 .00 .00 .00 .00 005642 R & F COAL COMPANY .00 .00 745.45 .00 .00 .00 022836 R M INDUSTRIES .00 27.50 .00 .00 .00 .00 019883 R MAX 110.00 .00 .00 .00 .00 .00 086639 RAANI CORPORATION .00 .00 .00 .00 .00 1,697.70 086169 RADCURE 302.50 .00 .00 .00 .00 .00 090121 RADCURE 5,496.00 .00 .00 .00 .00 .00 SPECIALTIES INC.
RCP017 AGED ACCOUNTS RECEIVABLE AS OF 4/30/93
CUST NAME 0-90 91-120 121-150 151-180 181-210 OVER 057955 RADIATOR SPECIALTY 90.00 .00 .00 .00 .00 .00 COMPANY 088687 RAIL SERVICE INC. 169.00 524.00 .00 .00 .00 .00 067475 RAISIO INC. .00 .00 90.00 .00 .00 55.00 067700 REA MAGNET WIRE CO. 7,269.00 .00 .00 .00 .00 .00 INC. 058432 REACTION PRODUCTS 963.82 .00 .00 .00 .00 .00 COMPANY 012628 REAGENT CHEMICAL .00 .00 .00 .00 .00 392.00 COMPANY 089026 RECKITT & COLMAN .00 21.40- .00 .00 .00 .00 080919 RECKITT & COLMAN 5,166.50 .00 .00 .00 .00 .00 HOUSEHOL 007282 RECOCHEM INC. .00 .00 .00 .00 .00 127.50 051205 RECOCHEM INC. .00 .00 .00 .00 .00 36.78 088106 RECOVERY SYSTEMS .00 .00 .00 .00 .00 3,763.75 004482 RED SPOT WESTLAND 165.00 .00 .00 137.50 .00 150.00 INC. 087397 REDMONT SA DE CV 19,745.00 .00 .00 .00 .00 .00 068200 REFINED SUGARS INC. 165.00 548.00 .00 .00 .00 .00 087100 REGAL MARINE .00 .00 .00 .00 .00 27.50 INDUSTRIES 022246 REGALITE PLASTICS .00 .00 .00 .00 .00 36.00 CORP 008628 REGIONAL 27.50 .00 .00 .00 27.50 .00 ENTERPRISES 004430 REICHHOLD CHEMICAL 843.52 .00 .00 .00 .00 .00 COMPANY 000561 REICHOLD CHEMICAL 1,785.65 .00 .00 .00 .00 723.65- COMPANY 004437 REICHOLD CHEMICAL .00 .00 .00 .00 .00 900.25 COMPANY 006660 REICHOLD CHEMICAL 814.84 .00 .00 .00 .00 .00 COMPANY 063085 REICHOLD CHEMICAL .00 .00 .00 .00 .00 682.00 COMPANY 068490 REICHOLD CHEMICAL 2,914.92 .00 .00 .00 .00 .00 COMPANY 070310 REICHOLD CHEMICAL .00 .00 .00 .00 .00 96.00 COMPANY 070510 REICHOLD CHEMICAL 1,137.34 .00 .00 55.00 .00 .00 COMPANY 073978 REICHOLD CHEMICAL .00 .00 .00 .00 55.00 175.00 COMPANY 075254 REICHOLD CHEMICAL .00 .00 .00 .00 .00 825.00 COMPANY 077216 REICHOLD CHEMICAL 3,077.50 .00 .00 .00 .00 3,082.50 COMPANY 089521 REICHOLD CHEMICALS 55.00 .00 .00 .00 .00 .00 INC. 068610 REILLY INDUSTRIES 708.25 .00 .00 .00 .00 .00 INC. 068700 REILLY WHITEMAN 3,560.00 .00 52.00 .00 .00 .00 INC. 077422 REILLY WHITEMAN 8,669.00 2,025.00 625.00 929.75 .00 625.00 INC. 021083 RELIANCE 45.00 .00 .00 .00 .00 .00 UPHOLSTERY COMPANY 055707 REMALY FUEL COMPANY 125.68 .00 .00 .00 .00 .00 082087 REMARC CHEMICAL 1,033.00 .00 .00 .00 .00 .00 COMPANY 004451 RENOSOL CORPORATION 245.00 .00 165.00 .00 .00 .00 089162 RENTAL UNIFORM .00 27.50 .00 .00 .00 .00 SERVICE 085467 REPROCELL PULP & 660.00 .00 .00 .00 .00 .00 PAPER 089432 REPUBLIC 302.50 .00 .00 .00 .00 .00 ENVIORNMENTAL SY 085322 RESEARCH OIL .00 .00 .00 330.00 .00 .00 COMPANY 026619 RESIN TECHNOLOGY 90.00 .00 .00 .00 .00 .00 INC. 009459 RESINALL INC. .00 .00 .00 55.00 .00 .00 016915 RESINALL INC. .00 .00 .00 .00 .00 165.00 068980 REVLON 1,666.70 .00 .00 .00 .00 619.50 PROFESSIONAL PRODUCTS 002707 REYNOLDS METALS 756.00 .00 .00 .00 .00 .00 COMPANY 069010 REYNOLDS METALS .00 .00 27.50 .00 .00 .00 COMPANY 001078 RHONE POULENC 600.00 .00 240.00 .00 .00 275.00 BASIC CHEMI 000531 RHONE POULENC 3,812.00 .00 .00 .00 .00 317.50 CHEMICAL 001017 RHONE POULENC 3,797.50 247.50 .00 82.50 1,021.60 11,156.70- CHEMICAL 001527 RHONE POULENC 2,855.25 .00 .00 .00 .00 357.50- CHEMICAL 004760 RHONE POULENC 6,860.25 .00 192.50 63.50 .00 1,085.00 CHEMICAL
RCPO17 AGED ACCOUNTS RECEIVABLE AS OF 4/30/93
CUST NAME 0-90 91-120 121-150 151-180 181-210 OVER 005802 RHONE POULENC 27.50 .00 .00 .00 .00 .00 CHEMICAL 006426 RHONE POULENC .00 .00 .00 .00 .00 356.50 CHEMICAL 007936 RHONE POULENC 2,241.00 .00 .00 .00 .00 432.50 CHEMICAL 008471 RHONE POULENC 177.00 .00 .00 .00 .00 .00 CHEMICAL 027596 RHONE POULENC 8,501.23 .00 .00 26.00 .00 .00 CHEMICAL 056840 RHONE POULENC 2,411.00 .00 .00 .00 .00 .00 CHEMICAL 064806 RHONE POULENC .00 275.00 .00 .00 .00 799.00- CHEMICAL 065450 RHONE POULENC 121,950.64 1,956.50 327.50 642.82 275.00 228.50 CHEMICAL 069170 RHONE POULENC 7,746.00 4,500.00 .00 .00 .00 .00 CHEMICAL 077159 RHONE POULENC 1,668.50 3,025.50 .00 .00 .00 5.02.50- CHEMICAL 083043 RHONE POULENC 55.00 .00 .00 .00 .00 .00 CHEMICAL 085098 RHONE POULENC 1,560.00 .00 .00 .00 .00 .00 CHEMICAL 085530 RHONE POULENC 360.00 .00 .00 .00 .00 .00 CHEMICAL 086100 RHONE POULENC 13,927.21 .00 .00 1,205.40 577.40 1,757.03 CHEMICAL 086347 RHONE POULENC 609.00 .00 .00 .00 .00 .00 CHEMICAL 086700 RHONE POULENC 560.16 .00 .00 62.50 .00 .00 CHEMICAL 086706 RHONE POULENC 1,646.30 .00 .00 .00 .00 .00 CHEMICAL 007670 RHONE POULENC 5,527.28 1,097.70 .00 78.00- .00 1,938.00- CHEMICAL BA 012887 RHONE POULENC 9,273.23 .00 .00 .00 .00 27.50- SPECIALTIES 074065 RHONE POULENC 2,095.50 .00 .00 .00 .00 .00 SPECIALTIES 001000 RHONE POULENC 2,161.00 90.00 .00 .00 577.50 132.20 SURFACTANTS 008779 RICHARDS PAINT MFG .00 .00 .00 300.00 .00 82.50 CO 078729 RIMTEC 2,460.00 .00 .00 .00 .00 .00 061389 RICHEM COMPANY INC 55.00 .00 .00 .00 .00 .00 006741 RIO GRANDE 2,350.00 .00 .00 .00 .00 .00 FORWARDING 086107 RIO GRANDE 2,000.00 .00 360.00 .00 .00 .00 FORWARDING 078330 RISTANCE COMPOUNDS .00 .00 .00 .00 55.00 .00 084624 RITA CORP 420.00 .00 .00 .00 .00 .00 076369 RIVERHEAD TRANSIT .00 .00 .00 .00 .00 40.00 MIX CORP 057330 ROBINSON CHEMICAL .00 .00 .00 .00 .00 4,047.45 COMPANY 074884 ROCHESTER GAS & 55.00 .00 .00 .00 .00 .00 ELECTRIC 019566 ROCHESTER PRODUCTS .00 .00 .00 .00 110.00 .00 080826 ROCKLAND COUNTY .00 .00 .00 .00 .00 150.00 SEWER DIS 065364 RODCO INTERNATIONAL 19,119.09 810.00 1,080.00 130.00 .00 710.00 089429 ROHM & HAAS CANADA 4,993.62 .00 .00 .00 .00 .00 INC. 059435 ROHM & HAAS COMPANY .00 90.00 .00 .00 .00 30.00- 059515 ROHM & HAAS 142.00 .00 .00 .00 .00 .00 COMPANY 059565 ROHM & HAAS COMPANY 552.00 .00 .00 .00 .00 .00 066140 ROHM & HAAS COMPANY 125.00 .00 .00 .00 .00 .00 070320 ROHM & HAAS COMPANY 199,375.81 1,058.35 164.00- 47.58 .00 3,988.06 077435 ROHM & HAAS COMPANY 128.40 .00 .00 .00 .00 .00 080960 ROHM & HAAS COMPANY 126,342.53 1,702.76 1,079.00- 1,110.00 2,171.00- 5.00- 087500 ROHM & HAAS COMPANY 278,346.62 .00 2,716.00- 3,568.00- .00 3,433.00 087501 ROHM & HAAS COMPANY 4,170.25 .00 .00 .00 75.00- 446.00- 087502 ROHM & HAAS COMPANY 78.00 .00 .00 .00 .00 .00 088352 ROHM & HAAS COMPANY 700.50 .00 110.00 .00 .00 .00 089211 ROHM & HAAS COMPANY 1,700.50 .00 .00 .00 .00 .00 077852 ROLLAND INC. .00 .00 .00 .00 .00 6,970.00 002653 ROLLINS .00 .00 .00 .00 .00 5,138.00 ENVIRONMENTAL SER 055110 ROLLINS 1,960.00 .00 .00 .00 .00 .00 ENVIRONMENTAL SER 008467 ROMIC CHEMICAL 55.00 .00 .00 .00 .00 .00 COMPANY
RCPO17 AGED ACCOUNTS RECEIVABLE AS OF 4/30/93
CUST NAME 0-90 91-120 121-150 151-180 181-210 OVER 072504 ROMIC CHEMICAL 3,284.00 .00 .00 .00 .00 .00 COMPANY 020762 ROSCOM 27.50 27.50 .00 27.50 .00 82.50 056177 ROTONDO-PENN CAST .00 .00 .00 150.00 .00 20.00 058816 ROUGE STEEL COMPANY 1,806.40 .00 .00 .00 .00 .00 088518 ROUTE 85 LUMBER .00 .00 .00 42.00 .00 .00 077914 ROY BROTHERS INC 212.00 .00 .00 .00 .00 .00 004317 ROYAL CHEMICAL 300.00 100.00 200.00 100.00 125.00 727.50 COMPANY 064899 ROYAL CROWN .00 110.00 .00 .00 .00 .00 BOTTLING CO 013648 ROYCE ASSOCIATES 704.00- .00 .00 .00 .00 .00 023318 RUBATEX .00 .00 .00 .00 .00 1,204.55- INCORPORATED 075802 RUBBERMAID INC. 82.50 .00 .00 .00 .00 .00 071020 RUBICON CHEMICAL 60,638.43 .00 .00 938.00 .00 .00 INC. 070960 RUCO POLYMER 43,972.40 .00 .00 .00 .00 82.50 CORPORATION 005838 RUETGERS NEASE 1,594.00 .00 .00 .00 .00 .00 CHEMICAL 019924 RUETGERS NEASE 2,071.00 .00 .00 .00 .00 .00 CHEMICAL 056420 RUETGERS NEASE 44,003.53 .00 .00 .00 .00 20.00 CHEMICAL 063436 RUSH TRUCKING .00 .00 .00 .00 .00 100.00 006394 S & S CHEMICAL .00 .00 .00 .00 .00 172.00- COMPANY 067024 S A B H 165.00 .00 .00 .00 .00 .00 052005 S A DAY MFG CO INC 3,325.61 .00 .00 .00 .00 .00 005238 S C JOHNSON & SON 165.00 .00 .00 55.00 .00 55.00 INC. 003234 S C M CORPORATION 2,023.00 .00 .00 .00 .00 .00 022130 S C M ORGANIC .00 .00 23.00 .00 .00 373.00 CHEMICALS 004699 S D WARREN COMPANY 27,068.00 .00 .00 .00 .00 .00 051892 S D WARREN COMPANY 1,855.00 721.39 .00 .00 .00 1,602.96 001265 S L GILLMAN PAINT 6,755.00 .00 .00 .00 .00 2,073.50 CO 077112 S S T CORPORATION 440.00 .00 .00 .00 .00 450.00 089196 SABIC MARKETING 275.00 .00 .00 .00 .00 .00 AMERICAS 002052 SAFETY KLEEN 53,874.68 9,884.38 .00 .00 .00 695.30- CORPORATION 013047 SAFETY KLEEN 137.50 330.00 .00 .00 .00 1,027.25 CORPORATION 062361 SAFETY KLEEN 570.00 .00 .00 .00 68.75 747.50 CORPORATION 071758 SAFETY KLEEN .00 .00 .00 .00 .00 102.50 CORPORATION 074012 SAFETY KLEEN .00 .00 .00 .00 .00 445.00 CORPORATION 074773 SAFETY KLEEN 13,058.00 556.00 527.50 510.00 147.50 18,671.00 CORPORATION 089069 SAFETY KLEEN 1,669.80 3,408.60 .00 .00 .00 .00 CORPORATION 073226 SAN MATEO 840.00 .00 .00 .00 .00 .00 FORWARDING INC. 086925 SANCAP ABRASIVES 557.00 .00 .00 .00 .00 .00 086796 SANDOZ AGRO INC. 4,041.05 .00 .00 .00 .00 .00 005364 SANDOZ CHEMICALS 200.00 .00 .00 .00 .00 .00 CORP 058041 SANDOZ CHEMICALS 880.50 .00 .00 .00 .00 .00 CORP 065587 SANDOZ CHEMICALS 599.15 .00 .00 .00 .00 .00 CORP 076400 SANDOZ CHEMICALS 595.50 .00 .00 .00 .00 337.00 CORP 019501 SANITARY SOAP 135.00 .00 .00 .00 .00 .00 COPANY 084817 SARA LEE KNIT .00 .00 .00 .00 .00 472.00- PRODUCTS 079942 SARTOMER COMPANY 2,643.00 1,237.50 .00 .00 .00 729.52 078321 SATTELITE INT'L .00 .00 .00 .00 .00 180.00 SUPPLY INC. 080267 SATURN CORPORATION .00 .00 .00 .00 .00 797.50 CENTER 071660 SAYLES BILTMORE .00 .00 .00 .00 .00 348.16- BLEACHERY 003416 SCHENECTADY INT'L 165.00 .00 .00 .00 .00 390.56 005019 SCHENECTADY INT'L 4,183.50 .00 .00 .00 .00 1,561.29 071900 SCHENECTADY INT'L 10,695.40 82.50 .00 192.50 55.45 1,996.50
RCPO17 AGED ACCOUNTS RECEIVABLE AS OF 4/30/93
CUST NAME 0-90 91-120 121-150 151-180 181-210 OVER 060789 SCHULLER .00 .00 .00 .00 .00 1,471.87 INTERNATIONAL 083272 SCM CHEMICALS .00 1,652.00 2,036.00 .00 .00 .00 060109 SCOT LUBRICANTS .00 .00 48.00 .00 .00 120.00 010540 SCOTFORD/CO/SHELL 6,607.50 .00 .00 .00 .00 .00 CANADA 056207 SCOTT LABS INC. 302.50 .00 .00 .00 .00 .00 089430 SCOTT PAPER COMPANY 2,480.60 .00 .00 .00 .00 .00 026424 SCOTT PAPER COMPANY 2,435.30 220.00 .00 .00 766.02 5,795.81 084731 SEA-PRO BOATS INC. 150.00 .00 .00 .00 .00 .00 005066 SEALED AIR 137.50 .00 .00 .00 .00 27.50- CORPORATION 073620 SEALMASTER 1,635.00 .00 .00 .00 .00 .00 MANUFACTURING 053493 SEALRIGHT COMPANY 120.00 .00 .00 .00 .00 .00 INC. 067562 SEELER INDUSTRIES 3,067.00 .00 .00 .00 .00 .00 085738 SEGO .00 .00 .00 .00 .00 381.40 056251 SELECTIVE COATINGS 1,692.00 .00 .00 .00 .00 .00 INC. 078125 SERVICE COATINGS 440.00 27.50 55.00 .00 .00 .00 INC. 057880 SERVICES TMG .00 .00 .00 .00 .00 217.63- 085163 SFPP LT 1,536.33 .00 .00 .00 .00 .00 001442 SHAKESPEARE COMPANY 27.50 137.50 205.00 .00 .00 .00 078937 SHANNON CHEMICAL .00 .00 .00 .00 27.50 385.50 CORPORATION 002778 SHARON TUBE COMPANY 253.78 .00 .00 .00 253.78 .00 063539 SHEBOYGAN PAINT 906.35 .00 .00 .00 .00 .00 CO. INC. 076642 SHELL CANADA 2,998.25 .00 .00 .00 .00 .00 016629 SHELL CHEMICAL 1,800.50 .00 .00 .00 .00 .00 COMPANY 063357 SHELL CHEMICAL 10,994.86 .00 .00 3,245.70 .00 751.00 COMPANY 073550 SHELL CHEMICAL .00 .00 .00 .00 .00 1,279.00 COMPANY 073640 SHELL CHEMICAL 137.50 .00 .00 .00 .00 900.00 COMPANY 073780 SHELL CHEMICAL 58,117.57 .00 .00 .00 69.90 1,430.76 COMPANY 073830 SHELL CHEMICAL 165.00 .00 .00 .00 .00 .00 COMPANY 074394 SHELL CHEMICAL 302.50 .00 .00 .00 .00 577.50 COMPANY 077088 SHELL CHEMICAL .00 .00 .00 .00 .00 3,769.99 COMPANY 078484 SHELL CHEMICAL 397.00 .00 .00 .00 .00 .00 COMPANY 081341 SHELL CHEMICAL 672.00 .00 .00 .00 .00 .00 COMPANY 089676 SHELL CHEMICAL 4,994.00 .00 .00 .00 .00 .00 COMPANY 014020 SHELL DEVELOPMENT 2,845.60 220.00 .00 .00 .00 185.00- COMPANY 000712 SHELL OIL COMPANY 3,131.50 74,209.25 1,267.50 .00 55.00 .00 002769 SHELL OIL COMPANY .00 .00 .00 .00 990.86- .00 020865 SHELL OIL COMPANY 622.83 .00 .00 .00 .00 .00 022501 SHELL OIL COMPANY 1,467.92 .00 .00 .00 .00 .00 054721 SHELL OIL COMPANY .00 .00 .00 .00 .00 1,707.64 056616 SHELL OIL COMPANY .00 2,719.30- .00 .00 .00 .00 064591 SHELL OIL COMPANY .00 .00 .00 .00 .00 4,077.00 067075 SHELL OIL COMPANY 1,485.00 .00 .00 .00 .00 .00 071413 SHELL OIL COMPANY .00 .00 55.00 .00 .00 .00 072452 SHELL OIL COMPANY 3,311.89 .00 .00 .00 .00 .00 073530 SHELL OIL COMPANY 3,234.00 .00 .00 .00 .00 .00 073760 SHELL OIL COMPANY 26,298.35 .00 .00 .00 .00 .00 075337 SHELL OIL COMPANY 2,397.00 .00 .00 .00 .00 75.00 076581 SHELL OIL COMPANY 5,365.00 .00 .00 .00 .00 .00 078048 SHELL OIL COMPANY 39,516.38 6,359.74 .00 .00 2,566.00 1,328.00 081351 SHELL OIL COMPANY 7,254.00 .00 .00 .00 .00 .00 050636 SHELL WESTERN E & .00 .00 .00 45.00 .00 .00 P INC.
RCPO17 AGED ACCOUNTS RECEIVABLE AS OF 4/30/93
CUST NAME 0-90 91-120 121-150 151-180 181-210 OVER 055319 SHELL WESTERN E & .00 2,606.32 .00 .00 .00 .00 P INC. 073800 SHENANGO INC. 3,128.00 .00 .00 .00 .00 .00 073720 SHEPHERD CHEMICAL 1,180.88 .00 .00 .00 .00 .00 COMPANY 004754 SHEREX CHEMICAL 2,097.00 .00 .00 .00 .00 .00 COMPANY 053960 SHERMAN HEATING .00 .00 .00 .00 .00 245.25- COMPANY 008303 SHERWIN WILLIAMS 247.50 .00 .00 .00 .00 .00 COMPANY 009175 SHERWIN WILLIAMS 330.00 .00 .00 .00 .00 .00 COMPANY 020436 SHERWIN WILLIAMS 612.50 .00 .00 .00 .00 36.67 COMPANY 022090 SHERWIN WILLIAMS 632.50 .00 .00 .00 .00 .00 COMPANY 050665 SHERWIN WILLIAMS 110.00 .00 .00 .00 .00 .00 COMPANY 073740 SHERWIN WILLIAMS 161.50 .00 .00 .00 .00 805.00 COMPANY 073940 SHERWIN WILLIAMS 687.50 .00 135.00 .00 55.00 392.50 COMPANY 083645 SHERWIN WILLIAMS 90.00 .00 .00 .00 .00 .00 COMPANY 018868 SHERWOOD MEDICAL 55.00 .00 .00 .00 .00 .00 INDUSTRIES 065130 SHINTECH 4,088.00 .00 .00 .00 292.00 .00 056088 SHRIEVE CHEMICAL 1,339.50 .00 .00 .00 .00 .00 COMPANY 051274 SHU CHEW INC. 160.00 40.00 .00 .00 .00 .00 080156 SICO INC. .00 .00 .00 .00 572.51 323.68 054666 SIDNEY COAL COMPANY 110.00 55.00 .00 .00 .00 1,688.00 022154 SILGAN PLASTICS 3,787.24 .00 .00 .00 .00 .00 CORP 090174 SIMPLOT 120.00 .00 .00 .00 .00 .00 SOILBUILDERS 007596 SIMPSON PAPER 27.50 .00 .00 .00 .00 .00 COMPANY 016111 SIMPSON PAPER 52.52 .00 .00 .00 .00 .00 COMPANY 082507 SIMS WAREHOUSE 55.00 .00 .00 .00 .00 .00 063015 SLACK CHEMICAL 27.50 .00 .00 .00 .00 .00 COMPANY 065747 SLOSS INDUSTRIES .00 .00 .00 .00 .00 165.00 CORP 087930 SNOWDEN ENTERPRISES .00 .00 .00 .00 .00 340.80 050401 SNPE NORTH AMERICA 285.50 .00 .00 .00 .00 .00 INC. 013298 SOCO WESTERN CHEM 82.50 .00 27.50- 27.50- .00 .00 CORP 024660 SOFECIA S A .00 .00 .00 .00 .00 180.00 086630 SOFECIA S A .00 .00 .00 .00 .00 786.00 087606 SOFECIA S A 2,673.00 2,621.54 .00 .00 475.00 .00 022874 SOLLIDAY OIL .00 .00 .00 .00 .00 168.60- COMPANY 089084 SOLVAY AUTOMOTIVE 1,994.42 .00 .00 .00 .00 .00 089795 SOLVAY MINERALS 180.00 .00 .00 .00 .00 .00 002551 SOLVENTS AND .00 .00 .00 .00 .00 126.00 CHEMICALS 084994 SOLVENTS AND .00 .00 .00 .00 .00 188.00 CHEMICALS INC. 023215 SOLVOX MFG COMPANY .00 .00 .00 2,052.00 .00 .00 061785 SONOCO PRODUCTS 1,496.80 .00 .00 .00 .00 .00 COMPANY 076070 SONOCO PRODUCTS 1,367.95 .00 .00 .00 .00 .00 COMPANY 088854 SONOCO PRODUCTS .00 .00 137.50 .00 .00 .00 COMPANY 066946 SONY MAGETIC 585.00 .00 .00 .00 .00 .00 PRODUCTS INC. 053389 SORG PAPER COMPANY 3,566.22 .00 .00 .00 .00 .00 000101 SOUTEX WORKS 110.00 .00 .00 .00 .00 .00 009544 SOUTH ATLANTIC 3,065.99 .00 .00 .00 .00 .00 SERVICES 076530 SOUTH COAST 82.50 .00 .00 .00 .00 .00 TERMINALS 076660 SOUTHCHEM INC. 3,677.60 .00 .00 .00 .00 .00 002089 SOUTHDOWN 8,397.98 .00 .00 .00 .00 664.00- ENVIRONMENTAL 086299 SOUTHERN CALIF 385.00 .00 .00 .00 .00 .00 EDISON 085219 SOUTHERN CALIF 707.40 .00 .00 .00 .00 .00 EDISON 012689 SOUTHERN COATINGS 137.50 .00 .00 .00 .00 .00 AND CHEM
RCPO17 AGED ACCOUNTS RECEIVABLE AS OF 4/30/93
CUST NAME 0-90 91-120 121-150 151-180 181-210 OVER 085979 SOUTHERN COTTON OIL 593.00 .00 .00 .00 .00 .00 071625 SOUTHERN COUNTIES 3,304.50 .00 .00 .00 .00 .00 OIL CO 075010 SOUTHERN 353.89 .00 .00 .00 .00 .00 MERCERIZING 063150 SOUTHERN PACIFIC .00 .00 521.00 .00 .00 .00 TRANS CO 053065 SOUTHWEST 220.00 .00 .00 .00 .00 .00 DISTRIBUTING 023669 SOUTHWEST SOLVENTS 2,261.45 .00 .00 .00 .00 145.50 AND CHEM 080875 SPADARD .00 .00 .00 .00 .00 155.00 INTERNATIONAL SER 065611 SPARTAN ADHESIVES 55.00 .00 .00 .00 .00 .00 002264 SPAULDING .00 .00 .00 2,471.00 .00 .00 COMPOSITES CO. INC. 063270 SPECIALTY MINERALS 165.00 .00 .00 .00 .00 .00 INC. 089014 SPINIELLO LIMITED .00 .00 137.50 .00 .00 .00 INC. 071380 ST JOE PAPER .00 .00 .00 .00 .00 6,210.00 COMPANY 003765 ST LAWRENCE 110.00 .00 27.50 110.00 .00 577.50 CHEMICAL LTD. 005482 ST LAWRENCE 82.50 .00 .00 .00 .00 .00 CHEMICAL LTD. 065709 ST LAWRENCE 192.50 .00 .00 .00 .00 481.04 CHEMICAL LTD. 064215 ST LAWRENCE RESIN 1,216.00 .00 .00 .00 966.60 137.50 PRODUCTS 082377 ST LOUIS COUNTY 110.00 .00 .00 .00 .00 .00 WATER 083012 ST NICHOLAS CO. 704.59 .00 .00 .00 .00 .00 089724 ST SERVICES 608.00 .00 .00 .00 .00 .00 061141 STAFLEX SPECIALTY .00 .00 .00 .00 .00 175.00- ESTERS. 001954 STAHL USA .00 .00 .00 .00 .00 82.50 088851 STALER TISSUE CO .00 .00 1,035.50 .00 .00 .00 087197 STANADYNE 1,082.28 .00 .00 .00 .00 .00 AUTOMOTIVE CORP 073867 STANCHEM INC. .00 .00 .00 .00 .00 537.79 007944 STANCHEM OF CANADA .00 192.50- .00 .00 .00 165.00 INC. 070953 STANDARD CHLORINE 7202.50 .00 .00 .00 .00 1,232.50- 071626 STAR ENTERPRISES 8,179.58 185.22 .00 132.86 .00 255.45 074513 STAR ENTERPRISES 1,057.00 .00 .00 .00 .00 .00 076409 STAR ENTERPRISES 55.00 .00 .00 .00 .00 1,417.00 014263 STATE INDUSTRIES 55.00 .00 .00 .00 .00 .00 078050 STELCO INC. 10,878.63 941.60 .00 .00 868.84 454.14- 057464 STEPAN CANADA INC. 135.00 .00 .00 .00 55.00- .00 004907 STEPAN COMPANY 2,712.00 236.53- 310.00 .00 .00 .00 006419 STEPAN COMPANY 966.25 220.00 .00 .00 305.50 220.00 064096 STEPAN COMPANY 364.00 .00 .00 .00 .00 26.00 065455 STEPAN COMPANY .00 467.50 .00 .00 .00 24.00 065465 STEPAN COMPANY 110.00 .00 .00 .00 .00 310.00 078190 STEPAN COMPANY 8,391.25 56.00 .00 .00 .00 .00 075031 STEPAN MEXICO S A 10,585.99 .00 .00 .00 .00 .00 015656 STERLING ORGANICS 8,594.50 .00 .00 .00 .00 .00 US 085829 STERLING WINTHROP 82.50 .00 55.00- .00 .00 .00 013524 STEWART AND .00 .00 7,825.10 .00 .00 .00 STEVENSON OPERA 005075 STOCKHAUSEN INC. 1,058.00 .00 .00 .00 .00 .00 070227 STOLLER CHEMICAL CO 100.00 .00 .00 .00 .00 .00 057565 STOLT NEILSON INC. 3,405.36 .00 .00 207.00- 55.00- 272.00- 067555 STOLT NEILSON INC. 68,587.25 4,585.50 2,632.00 .00 635.70- 2,573.10 083816 STOLT NEILSON INC 11,061.10 1,302.00 1,218.00 1,787.70 .00 3,972.60 089314 STOLT NEILSON INC. 195.00 .00 .00 .00 .00 .00 082053 STONE CONSOLIDATED 58.85 .00 .00 .00 .00 .00 INC. 007194 STONE CONTAINER 1,749.00 .00 .00 .00 .00 .00 CORP 010734 STONE CONTAINER 1,036.00 .00 .00 .00 .00 322.00 CORP
RCPO17 AGED ACCOUNTS RECEIVABLE AS OF 4/30/93
CUST NAME 0-90 91-120 121-150 151-180 181-210 OVER 022224 STONE CONTAINER 210.00 .00 .00 .00 .00 .00 CORP 077392 STORA PAPYRUS 41.25 .00 .00 .00 .00 .00 NEWTON FALL 008948 STREET INDUSTRIES 2,508.00 .00 .00 .00 .00 .00 INC. 023683 STRICK CORPORATION .00 55.00 .00 .00 .00 .00 002921 SULCO CHEMICALS LTD 247.50 .00 .00 .00 .00 .00 059597 SUMITRANS 1,527.50 .00 .00 .00 .00 .00 CORP/SUMITOMO 082321 SUMMIT .00 1,100.00 .00 .00 .00 73,335.82 ENVIRONMENTAL CORP 008890 SUMMIT RESOURCE 7,880.71 23.00 .00 .00 25.00- 574.42 075070 SUN BELT 6,828.57 .00 .00 .00 .00 .00 004530 SUN CHEMICAL .00 .00 .00 .00 3,694.00 1,796.50- COMPANY 020684 SUN CHEMICAL 27.50 .00 .00 .00 .00 .00 COMPANY 053448 SUN CHEMICAL .00 .00 .00 .00 .00 725.00 COMPANY 064273 SUN CHEMICAL .00 .00 .00 .00 .00 950.00 COMPANY 081160 SUN CHEMICAL 1,750.80 .00 .00 .00 .00 .00 COMPANY 002489 SUN COMPANY INC. .00 .00 .00 .00 .00 392.00 005896 SUN COMPANY INC. 11,501.30 1,856.98 .00 .00 .00 .00 021509 SUN COMPANY INC. 710.00 .00 .00 .00 .00 .00 022561 SUN COMPANY INC. 8,438.67 186.50 .00 .00 .00 219.50 069874 SUN COMPANY INC. 1,995.54 .00 .00 .00 200.00 275.00 079410 SUN COMPANY INC. 52,769.16 277.50 192.50 180.00 26.00 4,051.55 083786 SUN COMPANY INC. 1,389.91 .00 .00 .00 .00 .00 086444 SUN PETROCHEMICALS .00 .00 597.60 .00 .00 .00 CO 069467 SUN PINE COMPANY .00 .00 .00 .00 .00 120.00 082766 SUN PIPE LINE 826.00 .00 .00 .00 .00 .00 COMPANY 089263 SUNBURY COMPONENT 3,869.00 .00 .00 .00 .00 .00 IND INC. 050019 SUNOCO PRODUCTS 82.50 .00 .00 .00 .00 .00 COMPANY 089957 SUNRISE UTILITY 165.00 .00 .00 .00 .00 .00 079356 SUNSHINE QUALITY 27.50 .00 .00 .00 .00 .00 PRODUCTS 083757 SUPER BOND .00 .00 .00 .00 .00 247.50 000871 SUPER TECH 1,662.20 .00 .00 .00 .00 .00 PRODUCTS INC. 086734 SUPERIOR QUALITY 830.00 .00 .00 .00 .00 .00 PRODUCTS 081266 SURFACTANT 30.00- .00 .00 .00 .00 .00 TECHNOLOGY 004062 SURPASS CHEMICAL 1,972.50 .00 .00 142.98 .00 2,662.50 LTD 007975 SURPASS CHEMICAL 9,971.50 .00 29.40 276.36 1,033.38 6,055.76 LTD 062045 SUTTON 32.00 .00 .00 .00 .00 .00 LABORATORIES INC. 065023 SUTTONS INT'L (NA) 20,035.20 296.00- .00 .00 .00 3,022.36 INC. 053526 SWANK CONTRUCTION 45.00 .00 .00 .00 .00 .00 COMPANY 062067 SWEETHEART CUP CORP 55.00 .00 .00 .00 .00 .00 009134 SYBRON CORPORATION 90.00 3,304.31 110.00 200.00 45.00 200.00 020365 SYNAIR CORPORATION 217.50 .00 .00 .00 .00 .00 000699 SYNDET PRODUCTS 82.50 .00 .00 .00 .00 .00 085005 SYNERGISTICS .00 55.00 27.50 165.00 137.50 1,121.00 083316 SYNERGISTICS/CARY 1,529.00 .00 .00 .00 .00 275.00 WEST 086500 SYNTHETIC PRODUCTS 27.50 .00 .00 .00 .00 1,201.50 CO 080993 SYSTECH .00 247.50- .00 .00 .00 .00 022099 SYSTECH CORPORATION 420.00 .00 .00 .00 27.50 107.00 026171 T & T CHEMICAL 6,299.50 .00 .00 .00 .00 .00 COMPANY 089530 T C I INC. 1,500.50 .00 .00 .00 .00 .00 055329 T D S I 8,892.76 .00 4,142.72- .00 .00 .00 056884 T D S I .00 .00 .00 82.50 1,040.67 1,269.02 080596 T D S I 27.50 .00 .00 .00 .00 722.50
RCPO17 AGED ACCOUNTS RECEIVABLE AS OF 4/30/93
CUST NAME 0-90 91-120 121-150 151-180 181-210 OVER 090132 T D S I 9,733.80 .00 .00 .00 .00 .00 077369 T G SODA ASH INC. .00 .00 .00 .00 .00 74.80 075448 TAMARACK FARMS .00 .00 .00 .00 .00 27.50 DAIRY 025814 TANNER CHEMICAL 526.00 .00 .00 .00 .00 .00 COMPANY 005977 TARKETT 3,342.00 .00 .00 .00 .00 .00 INCORPORATED 084324 TAYLOR CHEMICAL CO 137.50 .00 .00 .00 .00 .00 089221 TAYLOR MINSTER .00 575.00 .00 .00 .00 .00 078478 TECHNI THERM INC. .00 .00 .00 .00 .00 969.00 060138 TECHNICAL CHEMICAL .00 .00 .00 .00 .00 120.00 CO. 010102 TECHNICAL COATINGS 165.00 .00 .00 .00 .00 .00 CO 003658 TECHNICAL PRODUCTS 604.25 .00 .00 .00 .00 .00 010109 TECHNICOTE 55.00 .00 .00 .00 .00 .00 INCORPORATED 025658 TECTRONICS 8,414.50 .00 6,151.00 .00 .00 .00 065618 TEDIA CORP .00 .00 .00 .00 .00 225.00 002199 TELEDYNE ALLVAC 404.80 .00 .00 .00 .00 .00 088042 TEMPLE-INLAND 27.50 .00 .00 .00 .00 .00 073299 TEMPLE-INLAND 946.00 .00 .00 .00 .00 .00 FOREST PROD. 075556 TEMPO CHEMICALS INC. 4,264.25 .00 279.00- .00 .00 844.00 027304 TERRA CHEMICALS 5,025.00 .00 .00 .00 .00 .00 INT'L 051347 TETLEY INC. 10,066.00 .00 .00 .00 1,734.40 510.00 088802 TETRA TECHNOLOGIES 1421.95 .00 .00 .00 .00 .00 088934 TETRA TECHNOLOGIES .00 2,083.33 .00 .00 .00 .00 000988 TEXACO CHEMICAL .00 .00 .00 .00 .00 55.00- COMPANY 005826 TEXACO CHEMICAL 71,650.63 4,502.00 8,027.40 478.00 2,733.40 68.88- COMPANY 006053 TEXACO CHEMICAL 55.00 .00 .00 .00 .00 .00 COMPANY 031460 TEXACO CHEMICAL 82.50 .00 .00 .00 .00 .00 COMPANY 072917 TEXACO INT TRADERS 1,111.75 .00 .00 .00 .00 .00 INC. 080018 TEXACO LUBRICANTS 3,916.68 .00 .00 .00 .00 .00 CO 014070 TEXACO REF AND 2,657.53 .00 .00 .00 .00 .00 MARKETING 056940 TEXACO REF AND 1,079.52 .00 416.00 .00 .00 982.50 MARKETING 071628 TEXACO REF AND 793.50 212.00 82.50 .00 .00 652.00 MARKETING 079351 TEXACO REF AND 4,210.38 .00 .00 .00 .00 .00 MARKETING 007830 TEXAS EASTMAN 5,418.80 .00 .00 .00 .00 .00 COMPANY 012767 TEXAS FIBERS 120.00 .00 .00 .00 .00 .00 INCORPORATED 002993 TEXAS GULF INC. .00 .00 .00 10,607.11 3,991.00 .00 084771 TEXAS INDUSTRIES .00 .00 .00 .00 .00 2,836.50 052400 TEXAS PETROCHEMICAL 120.00 .00 .00 .00 .00 .00 078662 TEXAS PLASTICS .00 .00 .00 .00 .00 125.00 INDUSTRIES 068105 TEXASGULF INC. 18,059.22 .00 .00 .00 .00 .00 085066 TEXPAR ENERGY INC. .00 .00 .00 .00 .00 776.00 081800 TEXTILE CHEMICAL 3,369.24 45.00 .00 93.25 282.23 3,615.09 CO. 004729 THATCHER CHEMICAL 1,229.83 22.00 .00 .00 192.50 1,866.25 060370 THE DIAL 247.50 .00 .00 .00 .00 8,609.42 CORPORATION 087174 THE DIAL 663.04 .00 .00 .00 .00 .00 CORPORATION 050880 THE INK COMPANY 55.00 .00 .00 .00 .00 .00 051307 THERMAL OXIDATION 357.50 .00 .00 .00 .00 .00 059274 THERMALKEM INC. 247.50 .00 .00 .00 .00 3,052.00 050501 THERMOCLAD COMPANY 25.00 .00 .00 .00 .00 .00 009790 THIELE KADLIN 24.00 .00 .00 .00 .00 .00 COMPANY 090169 THOMAS & BETTS 4,351.70 .00 .00 .00 .00 .00 068415 THOMAS BUILT BUSES 140.00 .00 .00 .00 .00 .00
RCPO17 AGED ACCOUNTS RECEIVABLE AS OF 4/30/93
CUST NAME 0-90 91-120 121-150 151-180 181-210 OVER 081681 THOMAS W DUNN CORP .00 .00 .00 .00 .00 210.00 065806 THOMPSON CONSUMER .00 .00 .00 .00 .00 497.46- ELCETRONIC 085158 TIFFANY MARBLE CO. .00 .00 82.50 .00 .00 137.50 087022 TILLEY CHEMICAL .00 .00 .00 .00 .00 539.50 066143 TILLEY CHEMICAL .00 .00 .00 .00 .00 2,190.90 CO. INC. 000611 TIMKEN COMPANY 55.00 .00 .00 .00 .00 .00 064754 TIMKEN COMPANY 55.00 .00 .00 .00 .00 .00 088786 TIMKEN COMPANY 1,123.88 .00 .00 .00 .00 .00 089951 TIRA PRODUCTS 60.00 .00 .00 .00 .00 .00 085333 TITANK AGENCIES 79.00 79.00 .00 .00 .00 358.45 USA INC. 087975 TOMEN AMERICA INC. .00 .00 .00 910.70 .00 489.86 064116 TOPIDERM 27.50 .00 .00 .00 .00 .00 013948 TOSCO .00 .00 966.80 .00 .00 .00 086890 TOTAL DISTRIBUTION 4,218.50 454.30 .00 454.30 .00 .00 SERVICES 066363 TOYOTA MOTORS MFG 1,265.00 .00 .00 .00 .00 .00 USA 010686 TR-METRO CHEMICALS .00 1,202.76 .00 .00 .00 .00 INC. 083008 TRADE SHARE 1,402.50 .00 .00 .00 .00 .00 CORPORATION 075364 TRADE WASTE .00 .00 .00 .00 .00 275.00 INCINERATION 019609 TRAFPAK NORTH 280.00 .00 .00 .00 .00 .00 AMERICA INC. 089748 TRANS CHEMICAL INC. 70.00 .00 .00 .00 .00 .00 002297 TRANS CHEMICAL INC. 116.40 .00 .00 .00 .00 .00 062717 TRANS COASTAL .00 .00 .00 .00 .00 505.75- INDUSTRIES 082460 TRANS GAS PIPE 768.00 .00 .00 .00 .00 .00 LINE CORP 082152 TRANS OCEAN 1,029.50 .00 .00 .00 .00 .00 087695 TRANS TRADE 14,362.10 .00 .00 3.50- .00 .00 086156 TRANSCHEM INC. .00 .00 .00 527.00 .00 .00 006700 TRANSCONTINENTIAL 4,780.00 .00 .00 .00 .00 .00 FWG. 054038 TRANSO ENVELOPE 192.00 .00 .00 .00 .00 .00 COMPANY 087608 TRANSDURCE 825.00 .00 .00 .00 .00 .00 POLYMERS, INC. 081176 TRANSPORT LINK .00 55.00 .00 .00 .00 .00 068144 TRANSPORTATION 642.00 .00 .00 .00 .00 .00 COST 021595 TRANSPORTERS 180.00 .00 .00 .00 .00 11,140.00 QUIUNTANILLA 088753 TRANSPORTES LOPEZ .00 100.00 .00 .00 .00 .00 E HIJOS 081352 TRANSPORTES TRESA 9,090.00 18,270.00 .00 .00 .00 .00 S A DE 003261 TREMCO MFG COMPANY .00 .00 .00 .00 .00 220.00 026636 TRI ALLWASTE .00 .00 .00 .00 .00 155.00 079802 TRI STATES .00 .00 .00 .00 .00 1,080.00 ENVIRONMENTAL 089810 TRIBOSPEC CORP 2,082.50 .00 .00 .00 .00 .00 050846 TRIMAC TRANSPORT .00 .00 .00 .00 .00 213.08 SYSTEMS 067422 TRIMAC TRANSPORT .00 .00 .00 .00 .00 750.79 SYSTEMS 003332 TRIMET TECHNICAL 935.04 .00 .00 .00 .00 .00 PRODUCTS 086671 TRINITY CHEMICAL 17,815.50 .00 .00 .00 .00 .00 IND INC. 079858 TRU-TEST 82.50 .00 .00 .00 .00 .00 008663 TRUMBULL ASPHALT .00 .00 .00 .00 .00 232.50 COMPANY 051130 TRUMBULL ASPHALT 1,038.86 .00 .00 .00 .00 .00 COMPANY 084764 TRYLINE CO INC. .00 .00 .00 .00 .00 3,136.80 077294 TULIO LANDSCAPING .00 .00 .00 .00 .00 598.76 INC. 000847 TURTLE WAX INC. 825.00 .00 .00 .00 .00 .00 011582 U N X CHEMICALS .00 27.50 .00 .00 .00 .00 INC. 084090 U S AIR FORCE .00 .00 .00 .00 .00 110.00 084520 U S ARMY 30,824.00 .00 .00 .00 .00 77.71-
RCP017 AGED ACCOUNTS RECEIVABLE AS OF 4/30/93
CUST NAME 0-90 91-120 121-150 151-180 181-210 OVER - ---- ---- ---- ------ ------- ------- ------- ---- 086175 U S E HICKSON 1,902.40 .00 .00 2,150.80 .00 .00 PRODUCTS LT 025482 U S FINISHING CORP 50.00 .00 .00 .00 .00 .00 069064 U S G CORP .00 .00 .00 .00 .00 915.00 068438 U S G INTERIORS 385.37 .00 .00 .00 .00 .00 067674 U S GYPSUM CO. 1,035.80 .00 .00 .00 .00 .00 027621 U S GYPSUM CO. 856.50 .00 .00 .00 .00 .00 063917 U S GYPSUM COMPANY 55.00 .00 .00 .00 .00 .00 065516 U S GYPSUM COMPANY 26.26 26.26 .00 .00 .00 405.00 070726 U S GYPSUM COMPANY 1,458.60 .00 .00 .00 .00 .00 074397 U S GYPSUM COMPANY 1,623.56 .00 .00 .00 .00 .00 009357 U S NAVY DEPARTMENT 137.50 .00 82.50 .00 27.50 207.50 070405 U S NAVY DEPARTMENT .00 .00 .00 .00 275.00 .00 085020 U S X CORPORATION 2,604.90 .00 .00 .00 .00 .00 085100 U S X CORPORATION 110.00 .00 .00 .00 .00 .00 086892 ULRICH CHEMICAL CO .00 .00 .00 .00 .00 178.75 071952 UNDERWOOD .00 .00 .00 .00 .00 1,014.00 INDUSTRIES 067410 UNICHEMA CHEMICAL 5,259.50 300.00 .00 .00 .00 1,061.00 INC. 076736 UNICHEMA CHEMICALS 42,670.00 .00 2,488.00- .00 .00 .00 INC. 015277 UNIFI INC. 250.00 .00 .00 .00 .00 .00 074862 UNIFIED UNIVERSAL 225.00 .00 .00 .00 .00 .00 004607 UNION CAMP 4,578.00 .00 .00 .00 .00 .00 CORPORATION 026346 UNION CAMP 2,116.00 .00 .00 82.50 .00 .00 CORPORATION 028234 UNION CAMP 55.00 .00 .00 .00 .00 319.00 CORPORATION 073865 UNION CAMP 10,653.30 .00 .00 .00 .00 1,160.50 CORPORATION 083470 UNION CAMP 1,101.60 13.75- .00 .00 27.50- 1,816.50 CORPORATION 083690 UNION CAMP 21,149.55 82.50 .00 .00 .00 1,412.00 CORPORATION 087113 UNION CAMP .00 520.00 .00 .00 .00 .00 CORPORATION 089343 UNION CAMP 875.00 .00 .00 .00 .00 .00 CORPORATION 089641 UNION CAMP 1,000.00 .00 .00 .00 .00 .00 CORPORATION 001917 UNION CARBIDE 68,882.89 .00 .00 75.00 23.00 2,373.17- CORPORATION 003710 UNION CARBIDE .00 .00 262.50 .00 .00 .00 CORPORATION 009184 UNION CARBIDE 5,388.50 .00 .00 .00 .00 .00 CORPORATION 011681 UNION CARBIDE 38,924.57 450.00 .00 .00 135.00- .00 CORPORATION 013731 UNION CARBIDE 650.00 500.50 .00 .00 .00 2,868.58 CORPORATION 013874 UNION CARBIDE 720.00 .00 .00 .00 .00 .00 CORPORATION 054095 UNION CARBIDE 58,426.78 130.00 .00 .00 .00 957.75 CORPORATION 055860 UNION CARBIDE .00 .00 .00 .00 165.00 .00 CORPORATION 059675 UNION CARBIDE .00 .00 .00 .00 .00 24.61 CORPORATION 071285 UNION CARBIDE .00 .00 .00 .00 .00 110.00 CORPORATION 076296 UNION CARBIDE .00 .00 .00 275.00 .00 1,366.50 CORPORATION 081332 UNION CARBIDE .00 .00 .00 .00 .00 1,247.00- CORPORATION 081717 UNION CARBIDE 729.00 2,694.99 .00 .00 .00 .00 CORPORATION 083870 UNION CARBIDE 540,352.69 9,182.58 1,685.90 4,986.47 82.50 650.71- CORPORATION 088980 UNION CARBIDE 1,245.00 .00 .00 .00 .00 .00 CORPORATION 089501 UNION CARBIDE 1,265.00 .00 .00 .00 .00 .00 CORPORATION 065972 UNION ENVELOPE 82.50 .00 .00 .00 .00 .00 CORPORATION 065926 UNION PACIFIC 2,288.38 .00 .00 .00 .00 .00 RAILROAD COMPANY 084684 UNION TEXAS 27.50 .00 .00 .00 .00 .00 PETROLEUM 009532 UNIROYAL CHEMICAL 54,171.50 57.50 835.00 .00 .00 .00 022455 UNIROYAL CHEMICAL 4,430.00 .00 .00 .00 .00 .00 062732 UNIROYAL CHEMICAL 11,937.91 .00 2,844.07 483.11 483.11 8,725.52
RCP017 AGED ACCOUNTS RECEIVABLE AS OF 4/30/93
CUST NAME 0-90 91-120 121-150 151-180 181-210 OVER - ---- ---- ---- ------ ------- ------- ------- ---- 072376 UNIROYAL CHEMICAL 3,963.00 .00 .00 .00 .00 .00 084750 UNIROYAL CHEMICAL 13,269.50 47.50 40.50 .00 .00 138.75 084790 UNIROYAL CHEMICAL 856.25 30.00 .00 .00 .00 .00 084840 UNIROYAL CHEMICAL 88.28 .00 .00 .00 .00 .00 084980 UNIROYAL CHEMICAL 4,619.68 154.00 80.00 .00 .00 261.25 088101 UNITED BIOTECH .00 .00 .00 .00 200.00 11,523.50 079578 UNITED COLORS 165.00 .00 .00 .00 .00 .00 TECHNOLOGY 085506 UNITED PANEL 220.00 .00 .00 .00 .00 .00 084430 UNITED REFINING 1,181.44 .00 .00 .00 .00 740.61- COMPANY 063289 UNITED STATES SUGAR 4,192.61 .00 .00 .00 .00 .00 052169 UNITED TECHNOLOGIES 567.00 .00 .00 .00 .00 .00 080894 UNITED .00 45.00 .00 .00 .00 .00 TECHNOLOGIES AUTOM 087225 UNITED 11,205.48 .00 .00 .00 .00 .00 TECHNOLOGIES AUTOM 085380 UNITEX CHEMICAL 3,850.50 .00 .00 .00 .00 .00 CORP 005973 UNIVERSAL 943.00 .00 .00 .00 .00 .00 COOPERATIVES 024653 UNIVERSAL 2,800.00 .00 .00 .00 .00 .00 FORWARDING CO 085940 UNIVERSAL PACKAGING 946.00 .00 .00 .00 .00 .00 072714 UNIVERSAL POLYMERS .00 .00 .00 .00 137.50 .00 079275 UNO-VEN .00 .00 .00 .00 .00 394.63 086549 UNOCAL 350.60 .00 .00 .00 .00 .00 002172 UNOCAL CORPORATION 4,875.90 .00 .00 .00 .00 .00 003560 UNOCAL CORPORATION 45.00 .00 .00 .00 .00 .00 009453 UNOCAL CORPORATION .00 .00 .00 .00 .00 559.00 010485 UNOCAL CORPORATION 23,991.86 198.69 .00 .00 .00 889.40 011749 UNOCAL CORPORATION .00 .00 .00 .00 412.50 .00 012275 UNOCAL CORPORATION .00 .00 .00 .00 .00 669.00 012833 UNOCAL CORPORATION .00 .00 .00 .00 .00 165.00 074954 UNOCAL CORPORATION .00 .00 .00 829.00 .00 .00 079974 UNOCAL CORPORATION .00 .00 .00 .00 .00 793.24 085570 UPJOHN COMPANY 4,500.00 .00 .00 .00 .00 .00 085580 UPJOHN COMPANY 55.00 .00 .00 .00 .00 1,487.00 079076 URETAN S A DE C V 140.00 .00 .00 .00 .00 .00 086578 USX CORPORATION 192.50 .00 .00 .00 .00 .00 090023 USX CORPORATION 55.00 .00 .00 .00 .00 .00 069950 UTILITY MFG COMPANY .00 .00 .00 .00 833.50 .00 026910 UTILITY TRAILER 160.00 .00 .00 .00 .00 24.00 COMPANY 082250 V F L TECHNOLOGY .00 .00 .00 .00 .00 590.00 065043 V V V CORPORATION 632.50 .00 .00 .00 .00 .00 089290 VALENTINE SUGAR 1,709.28 .00 .00 .00 .00 .00 059659 VALLEY PROTEIN 529.20 .00 .00 .00 .00 .00 026066 VALSPAR CORPORATION 6,272.60 .00 .00 220.00 .00 126.50- 090047 VALVOLINE CO 4,073.00 .00 .00 .00 .00 .00 061019 VALVOLINE OIL 330.00 .00 .00 .00 .00 .00 COMPANY 074959 VALVOLINE OIL 27.50 .00 .00 .00 .00 .00 COMPANY 089144 VALVOLINE OIL 220.00 .00 .00 .00 .00 .00 COMPANY 000010 VAN WATERS AND 45.00 .00 .00 .00 .00 .00 ROGERS 000142 VAN WATERS AND .00 .00 .00 .00 .00 115.00 ROGERS 000569 VAN WATERS AND 1,079.00 .00 82.50 .00 .00 722.05 ROGERS 001263 VAN WATERS AND 110.00 .00 .00 .00 135.00 .00 ROGERS 002731 VAN WATERS AND 516.40 .00 .00 .00 .00 .00 ROGERS 003067 VAN WATERS AND 3,104.02 .00 .00 .00 .00 5,844.93 ROGERS
RCP017 AGED ACCOUNTS RECEIVABLE AS OF 4/30/93
CUST NAME 0-90 91-120 121-150 151-180 181-210 OVER - ---- ---- ---- ------ ------- ------- ------- ---- 003572 VAN WATERS AND 165.00 .00 .00 .00 .00 110.00 ROGERS 004335 VAN WATERS AND 180.00 .00 .00 .00 .00 .00 ROGERS 005251 VAN WATERS AND 2,108.40 .00 .00 .00 .00 .00 ROGERS 005480 VAN WATERS AND .00 .00 .00 .00 .00 475.00 ROGERS 005956 VAN WATERS AND 137.50 .00 .00 .00 82.50 135.00 ROGERS 010288 VAN WATERS AND .00 .00 .00 .00 .00 110.00 ROGERS 012125 VAN WATERS AND 270.00 .00 .00 .00 .00 .00 ROGERS 012291 VAN WATERS AND 1,625.00 82.50 137.50 .00 130.00 335.00 ROGERS 016600 VAN WATERS AND .00 .00 471.65 .00 .00 .00 ROGERS 027932 VAN WATERS AND 3,118.90 .00 .00 .00 .00 .00 ROGERS 028261 VAN WATERS AND 200.00 .00 .00 .00 .00 .00 ROGERS 050620 VAN WATERS AND 140.00 .00 .00 .00 .00 .00 ROGERS 050640 VAN WATERS AND 14,529.69 .00 .00 .00 .00 1,843.67 ROGERS 057210 VAN WATERS AND 578.00 .00 .0 .00 .00 3,798.80 ROGERS 076588 VAN WATERS AND 17,803.37 442.50 .00 .00 2,350.00 12,964.72 ROGERS 077074 VAN WATERS AND 4,015.00 1,594.00 243.50 193.13 30.00 3,788.64 ROGERS 077090 VAN WATERS AND 337.50 .00 .00 .00 .00 .00 ROGERS 079754 VAN WATERS AND .00 .00 .00 .00 137.50 .00 ROGERS 084913 VAN WATERS AND 3,928.00 .00 .00 .00 .00 80.00 ROGERS 085770 VAN WATERS AND 55.00 .00 .00 .00 .00 .00 ROGERS 089068 VAN WATERS AND .00 2,026.68 .00 .00 .00 .00 ROGERS 074247 VAN WATERS AND 90.00 .00 .00 .00 .00 .00 ROGERS 052239 VANCHEM IN. 981.00 .00 .00 .00 .00 .00 088678 VANGAURD PLASTICS 187.00 .00 .00 .00 .00 .00 INC. 056428 VELSICOL CHMICAL 4,420.00 .00 .00 .00 .00 79.00 CORP 086180 VELSICOL CHMICAL 1,170.00 .00 .00 .00 .00 522.50 CORP 080640 VENTEX FIBERS LTD. 27.50 .00 .00 .00 .00 .00 083246 VENTURA COASTAL .00 .00 491.47 .00 .00 .00 072418 VENSUVIUS USA 6,062.70 .00 .00 .00 .00 .00 080122 VI-JON LABS INC. 962.50 320.00 .00 .00 .00 .00 090042 VIGORD INDUSTRIES 1,237.00 .00 .00 .00 .00 .00 INC. 089200 VILLE DE TERREBONNE 445.12 .00 .00 .00 .00 .00 054201 VININGS ALUM 4,303.92 .00 .00 .00 .00 .00 PRODUCTS 089083 VIPLASTICOS SA DE 90.00 .00 .00 .00 .00 .00 CV 024454 VIRGINIA CONCRETE .00 .00 .00 .00 .00 120.00 COMPANY 002737 VIRGINIA ELEC 1,998.00 .00 .00 .00 .00 .00 POWER CO. 004373 VIRGINIA 2,337.00 .00 .00 .00 .00 .00 GALVANIZING CORP 008099 VIRKLER CHEMICAL 27.50 .00 .00 .00 .00 472.20 COMPANY 005610 VISTA CHEMICAL 7,524.50 .00 .00 .00 .00 535.00 019020 VISTA CHEMICAL 170,910.01 3,989.00 2,186.38 .00 .00 2,935.47 019400 VISTA CHEMICAL 577.50 .00 .00 .00 .00 2,351.99 081761 VISTA CHEMICAL .00 2,909.20 .00 .00 .00 .00 083525 VISTA CHEMICAL 130.00 .00 .00 .00 .00 .00 026774 VISTA POLYMER .00 .00 82.50 .00 .00 .00 083604 VITAFOAM 27.50 .00 .00 .00 .00 .00 072935 VULCAN MATERIAL 191,945.35 .00 .00 1,046.50 213.50 .00 CORP 086260 VULCAN MATERIAL .00 .00 .00 .00 .00 1,014.00- CORP 002656 VULCAN OIL COMPANY .00 165.00 27.50 .00 .00 .00 082558 VULSAY INDUSTRIES 27.50 .00 .00 .00 .00 .00 INC. 075370 VYCON CHEMICALS 510.00 .00 .00 .00 .00 .00 INC. 086043 W D SERVICES 1,596.00 .00 .00 .00 .00 .00
RCP017 AGED ACCOUNTS RECEIVABLE AS OF 4/30/93
CUST NAME 0-90 91-120 121-150 151-180 181-210 OVER - ---- ---- ---- ------ ------- ------- ------- ---- 071327 W F TAYLOR CORP .00 .00 .00 .00 .00 137.50 006307 W H SHURTLEFF CO 874.72 .00 .00 .00 .00 .00 078020 W K MERRIMAN .00 .00 .00 .00 .00 3,611.32 007710 W M BARR AND 1,350.00 .00 2,208.50 275.00 27.50 1,995.50 COMPANY 077298 W R BONSAL COMPANY .00 .00 .00 480.00 .00 .00 006603 W R GRACE AND 1,425.16 .00 .00 .00 .00 .00 COMPANY 022410 W R GRACE AND 996.80 .00 .00 .00 .00 307.00 COMPANY 035320 W R GRACE AND 1,302.50 1,420.00 125.00 .00 .00 .00 COMPANY 061013 W R GRACE AND 27.50 .00 .00 .00 .00 .00 COMPANY 010577 W R GRACE 522.50 .00 .00 .00 .00 .00 CONSTRUCTION DI 077135 W S DODGE 110.00 .00 .00 .00 .00 .00 085717 WAMPLER-LONGACRE .00 .00 .00 .00 .00 200.00 CHICKEN 000419 WARLICK PAINT 2,696.64 .00 .00 .00 .00 .00 COMPANY INC. 069452 WARREN LABORATORIES 1,144.00 .00 .00 .00 .00 .00 083161 WARREN PETROLEUM 2,451.46 .00 .00 .00 .00 .00 CORP 073785 WASHINGTON STEEL .00 .00 .00 .00 25.00 225.00 CORP 089085 WASTE TECHNOLOGY 237.50 3,357.70 .00 .00 .00 .00 INC. 082112 WASTE TECHNOLOGY .00 .00 .00 .00 .00 170.00 SERVICE 089117 WATER TECH INC. 192.50 .00 .00 .00 .00 .00 084974 WATERSOLES 1,118.00 .00 .00 .00 .00 .00 002118 WATSON STANDARD .00 .00 .00 .00 .00 27.50- COMPANY 087330 WEIRTON STEEL 891.00 100.00 685.00 .00 462.50 656.00 CORPORATION 021669 WELCHEM INC. 1,598.75 .00 .00 .00 .00 .00 005003 WELLAND CHEMICAL 935.00 .00 .00 .00 .00 2655.41 086262 WELLMAN INC. .00 52.00 .00 .00 .00 .00 002829 WEN-DON CORPORATION 55.00 .00 .00 .00 .00 .00 023224 WERTHAN INDUSTRIES .00 82.50 .00 .00 .00 .00 086020 WEST MICHIGAN 703.00 .00 .00 .00 .00 .00 STEEL FOUND 085199 WEST POINT 429.00 .00 .00 .00 .00 .00 PEPPERELL 073471 WESTERN KRAFT 6,789.60 .00 .00 .00 .00 .00 COMPANY 089886 WESTERN KRAFT 261.00 .00 .00 .00 .00 .00 COMPANY 052808 WESTERN PUBLISHING 611.00 .00 .00 .00 .00 .00 CO INC. 027668 WESTERN TEXTILE .00 110.00 .00 .00 .00 745.00- PRODUCTS 058609 WESTERN ZIRCONIUM 302.50 .00 357.50 .00 .00 .00 026450 WESTFIELD TANNING 27.50 .00 .00 .00 .00 .00 COMPANY 005329 WESTINGHOUSE 26.00 .00 .00 .00 .00 .00 ELECTRIC CO 056477 WESTINGHOUSE .00 .00 .00 .00 .00 1,468.50 ELECTRIC CO 087890 WESTINGHOUSE 220.00 .00 .00 .00 .00 425.00 ELECTRIC CO 087950 WESTINGHOUSE 1,345.85 .00 .00 .00 .00 .00 ELECTRIC CO 088040 WESTINGHOUSE 12,301.92 .00 .00 .00 .00 .00 ELECTRIC CO 083019 WESTLAKE .00 .00 .00 .00 .00 100.00- PETROCHEMICAL COMPANY 086318 WESTLAKE STYRENE 700.00 .00 .00 .00 .00 .00 025417 WESTLAND OIL 6,749.90 .00 .00 .00 .00 .00 COMPANY INC 086827 WESTROCK 1,112.26 .00 .00 .00 .00 .00 INDUSTRIES LTD 007796 WESTVACO 50,305.87 2,025.00 1,620.00 1,661.88 205.00 6,807.38 CORPORATION 007950 WESTVACO 6,692.45 .00 100.00 .00 .00 .00 CORPORATION 027909 WESTVACO 683.40 .00 .00 .00 .00 .00 CORPORATION 074601 WESTVACO 3,136.80 .00 .00 .00 .00 125.00 CORPORATION 078202 WESTVACO 23,888.25 .00 962.50 .00 .00 27.50 CORPORATION 081049 WESTVACO 82.50 .00 27.50 .00 .00 .00 CORPORATION 087430 WESTVACO 1,786.24 .00 .00 .00 .00 98.32 CORPORATION
RCP017 AGED ACCOUNTS RECEIVABLE AS OF 4/30/93
CUST NAME 0-90 91-120 121-150 151-180 181-210 OVER - ---- ---- ---- ------ ------- ------- ------- ---- 087690 WESTVACO 55.00 .00 .00 .00 .00 .00 CORPORATION 087700 WESTVACO 1,424.63 .00 .00 .00 .00 1,597.50 CORPORATION 087720 WESTVACO 2,102.30 .00 .00 .00 .00 .00 CORPORATION 087740 WESTVACO 1,564.84 1,543.20 .00 .00 .00 229.50 CORPORATION 076292 WESTVAC US .00 .00 .00 .00 .00 195.00 ENVELOPE DIV 014606 WEYERHAEUSER 55.00 .00 .00 .00 .00 693.00- COMPANY 088020 WEYERHAEUSER 55.00 .00 .00 .00 .00 .00 COMPANY 088230 WHEATLAND TUBE .00 .00 .00 .00 .00 230.46 COMPANY 072503 WHEELING 8,726.07 55.00 300.00 1,787.72 1,644.82 617.50- PITTSBURGH STEEL 074595 WHEELING STEEL CORP .00 .00 132.00 22.00 22.00 71.50 056693 WHIP MIX CORP 2,100.00 .00 .00 .00 .00 .00 075334 WHIRLPOOL 3,767.50 .00 .00 .00 .00 2,025.00 CORPORATION 008022 WHITE AND BAGLEY .00 .00 .00 .00 .00 313.00 OF MICH 050536 WHITEHALL PLYWOOD 220.00 .00 .00 .00 .00 275.00 062430 WILLAMETTE 9,169.50 .00 .00 .00 .00 110.00 INDUSTRIES INC. 082611 WILLIAM HOUSE INC. .00 .00 .00 .00 .00 226.75 012400 WILLIAM T BURNETT 82.50 .00 .00 .00 .00 275.00 COMPANY 074849 WILLIAMSPORT 3,874.59 .00 .00 .00 .00 .00 WIREROPE 089374 WILSON LABORATORIES 90.00 .00 .00 .00 .00 .00 081053 WIM VOS USA INC. .00 .00 .00 .00 .00 1,595.97 089643 WIM VOS USA INC. 136.00 .00 .00 .00 .00 .00 089330 WISE FOODS 55.00 .00 .00 .00 .00 .00 006776 WITCO CHEMICAL 82.50 .00 .00 .00 .00 137.50- COMPANY 003627 WITCO CORPORATION 54.25 .00 .00 .00 .00 .00 004100 WITCO CORPORATION 1,413.18 .00 .00 .00 .00 241.50 004563 WITCO CORPORATION 4,642.07 .00 .00 .00 .00 .00 015063 WITCO CORPORATION .00 .00 .00 .00 .00 90.00 020624 WITCO CORPORATION 2,194.50 .00 .00 .00 .00 .00 055673 WITCO CORPORATION 5,937.40 .00 .00 40.00 .00 8,766.70 065824 WITCO CORPORATION .00 .00 .00 .00 .00 275.00- 067530 WITCO CORPORATION .00 .00 .00 .00 .00 302.50 070445 WITCO CORPORATION 55.00 .00 .00 .00 .00 .00 075245 WITCO CORPORATION .00 .00 .00 .00 .00 335.00 089370 WITCO CORPORATION 9,330.77 .00 .00 .00 .00 .00 089380 WITCO CORPORATION 220.00 .00 .00 .00 .00 347.50 089410 WITCO CORPORATION 5,477.66 .00 .00 .00 .00 632.50 089420 WITCO CORPORATION 220.00 55.00 .00 .00 .00 1,822.50 089440 WITCO CORPORATION 2,575.34 9933.70 .00 .00 .00 .00 067801 WOLVERINE 82.50 .00 .00 .00 .00 .00 TECHNOLOGY CORP 075385 WOOD CO LTD W C 137.50 .00 .00 .00 .00 .00 084320 WOOD FIBER .00 .00 .00 .00 .00 1,884.53 INDUSTRIES 001464 WOODBRIDGE FOAM 135.00 .00 .00 .00 .00 1,072.50 PRODUCTS 071084 WOODBRIDGE FOAM 1,439.70 .00 .00 .00 .00 .00 PRODUCTS 081028 WOODBRIDGE FOAM 14,420.50 .00 .00 .00 .00 6.59 PRODUCTS 055330 WOODS WIRE PRODUCTS .00 .00 .00 .00 .00 297.50 065304 WORLDWIDE DISPATCH 450.00 .00 .00 .00 .00 .00 058868 WORTH CHEMICAL CORP 402.00 .00 .00 .00 .00 .00 089820 WORTH CHEMICAL CORP 27.50 .00 .00 .00 .00 .00 009851 WORTH INC. .00 .00 .00 .00 .00 36.00- 054436 WORTHINGTON FOODS 27.50 .00 .00 .00 .00 .00 INC. 088357 WORTHINGTON STEEL 453.00 .00 .00 .00 .00 .00 CO.
RCP017 AGED ACCOUNTS RECEIVABLE AS OF 4/30/93
CUST NAME 0-90 91-120 121-150 151-180 181-210 OVER - ---- ---- ---- ------ ------- ------- ------- ---- 077751 WYCO WELL SERVICE .00 .00 .00 .00 .00 2,578.00 088640 YORK INTERNATIONAL 55.00 .00 .00 .00 .00 .00 CORP 004555 YOUNGER BROTHERS .00 .00 .00 .00 .00 1,622.88 025160 ZACLON INC. 24,129.01 3,478.83 .00 .00 .00 138.60 088097 ZEGO GRP 590.00 .00 .00 .00 .00 .00 055829 ZENECA INC/AG .00 .00 .00 .00 .00 1,350.00- PRODUCTS 004528 ZENECA INC/ 18,150.00 .00 .00 .00 104.00 .00 AGROCHEMICALS 066470 ZENECA RESINS INC. 55.00 .00 .00 .00 .00 .00 068365 ZENECA SPECIALTY 1,538.44 55.00 .00 .00 .00 .00 INKS 089551 ZENECA SPECIALTY 137.50 .00 .00 .00 .00 .00 INKS 084282 ZEON CHEMICALS 12,098.70 .00 .00 .00 .00 .00 089309 ZEXEL ILLINOIS INC. 1,055.00 .00 .00 .00 .00 .00 008544 ZINC CORP OF 11,745.00 .00 .00 .00 .00 130.00 AMERICA 050276 ZOECON INDUSTRIES .00 .00 .00 .00 .00 225.00- TOTAL 21,966,704.68 723,465.19 251,299.07 186,995.07 137,885.85 1,276,000.80 BALANCE 24,542,350.66
CHEMICAL LEAMAN TANK LINES, INC. SUMMARY Summary of Chemical Leaman Tank Lines, Inc. aged accounts receivable as of May 1, 1993 (showing detailed aging less than 90 days from invoice date) total $24,542,350. =========== JOB-RCPMO5 FNR 5/02/93 CO-CODE: 0 AGED ACCOUNTS RECEIVABLE ENDING-DATE 5/01/93 PAGE # 1
S.C. CUST# CUSTOMER ADDRESS ST. CITY 0-TO-30 31-TO-60 61-TO-90 OVER-90 TOTAL BAL-DUE - --- ----- -------- ------- --- ---- ------- -------- -------- ------- ------------- C 07893 $27 $27.50 CUST TOTAL...... 27 27.50 83782 A B B POWER T & D CO. NEWTON BRIDGE ROAD GA ATHENS $7,112 $7,112.00 79807 A B B POWER T & D CO. 4350 SEMPLE AVENUE MO SAINT LOUIS $1,381 $3,873 $5,255.22 CUST TOTAL...... 8,493 3,873 12,367.22 81975 A B C COMPOUNDING COMPAN P O BOX 16247 GA ATLANTA $27 $27.50 CUST TOTAL...... 27 27.50 90002 A E S BEAVER VALLEY P O BOX 27714 TX HOUSTON $4,375 $4,375.10 CUST TOTAL...... 4,375 4,375.10 60803 A H SMITH BRANCHVILLE ROAD MD BRANCHVILLE $20 20.00 CUST TOTAL...... 20 $20.00 88369 A HARRISON & CO INC. P O BOX 494 RI PAWTUCKET $1,930 $1,930.50 CUST TOTAL...... 1,930 1,930.50 86942 A O SMITH CORP 630 SOUTHWEST ST OH BELLEVUE $2,515 $2,515.38 CUST TOTAL...... 2,515 2,515.38 81384 A O SMITH CORPORATION 5960 FALCON ROAD IL ROCKFORD $1,896 $1,896.00 88065 A O SMITH CORPORATION 3301 CLINE ROAD IN CORYDON $1,323 $1,323.96 18270 A O SMITH CORPORATION P O BOX 510 SC MCBEE $330 $330.00 86206 A O SMITH CORPORATION 52 A O SMITH ROAD IN MILAN $82 $82 $165.00 53507 A O SMITH CORPORATION 3533 N 27TH STREET WI MILWAUKEE $1,350 $1,350.00 CUST TOTAL...... 4,569 82 330 82 5,064.95 76254 A SCHULMAN INC 3550 WEST MARKET ST OH AKRON $55 $55.00 CUST TOTAL...... 55 55.00 82153 A SHULMAN % THE SUN PRENE CO OH BELLEVUE $82 $82.50 CUST TOTAL...... 82 82.50 25619 A T & T P O BOX 105154 GA ATLANTA $4,651 $4,651.20 CUST TOTAL...... 4,651 4,651.20 57838 A W COMPOUNDERS 5 PINELANDS AVENUE ON STONEY CREEK $55 $55.00 CUST TOTAL...... 55 55.00 05724 ABB POWER T & D COMPANY P O BOX 2448 IN MUNCIE $1,895 $1,895.12 84236 ABB POWER T & D COMPANY 1400 PARK AVENUE NJ LINDEN $275 $275.00 CUST TOTAL..... 1,895 275 2,170.12 88301 ABB POWER T & D COMPANY RESERVE ROAD CT HARTFORD $602 $602.35 CUST TOTAL...... 602 602.35 82951 ABBOTT LABORATORIES INBOUND FREIGHT PAYMENT IL ABBOTT PARK $2,007 $2,034 $4,041.74 18338 ABBOTT LABORATORIES 16TH & SHERIDAN ROAD IL N CHICAGO $1,179 $2,311 $3,490.10 CUST TOTAL...... 3,186 2,311 2,034 7,531.84
JOB-RCPMO5 FNR 5/02/93 CO-CODE: 0 AGED ACCOUNTS RECEIVABLE ENDING-DATE 5/01/93 PAGE # 2
S.C. CUST# CUSTOMER ADDRESS ST. CITY 0-TO-30 31-TO-60 61-TO-90 OVER-90 TOTAL BAL-DUE - --- ----- -------- ------- --- ---- ------- -------- -------- ------- ------------- 89910 ABC TRAFFIC SERVICE P O BOX 26035 NC CHARlOTTE $5,811 $5,811.00 CUST TOTAL...... 5,811 5,811.00 00130 ABCO P O BOX 335 SC ROEBUCK $75 $2,981 $3,056.88 CUST TOTAL...... 75 2,981 3,056.88 53282 ABSORPTION SYSTEMS INC. PO BOX 387 NJ MILLBURN $4,904 $4,501 $1,155 $5,528 $16,089.84 CUST TOTAL...... 4,904 4,501 1,155 5,528 16,089.84 83835 ACCENT STRIPE COMPANY 3275 BENZING ROAD NY ORCHARD PARK $4,168 $4,168.00 CUST TOTAL...... 4,168 4,168.00 73385 ACCOUNTS RECEIVABLE PA LIONVILLE $704- $704.00- CUST TOTAL...... 704- 704.00- 89077 ACCU PAC INC. 301 ISLAND ROAD NJ MAHWAH $110 $110.00 CUST TOTAL...... 110 110.00 79319 ACE CORP P O BOX 296 LA KEITHVILLE $1,762 $1,762.50 CUST TOTAL...... 1,762 1,762.50 58739 ACE HARDWARE CORP 21901 CENTRAL AVENUE IL MATTESON $357 $357.50 CUST TOTAL...... 357 357.50 55539 ACE PAPER PRODUCTS 7986 N TELEGRAPH ROAD MI MONROE $576 $576.50 CUST TOTAL...... 576 576.50 72036 ACERLAN 609 STONE AVENUE TX LAREDO $4,010 $4,010.00 CUST TOTAL...... 4,010 4,010.00 03773 ACHEM CORPORATION P O BOX 930 SC COWPENS $105 $105.00 CUST TOTAL...... 105 105.00 52663 ACID PRODUCTS CO INC. 600 WEST 41ST STREET IL CHICAGO $413 $413.77 CUST TOTAL...... 413 413.77 00230 ACME BORDEN 1401 CIRCLE AVENUE IL FOREST PARK $8,631 $1,828 $1,195 $11,655.29 CUST TOTAL...... 8,631 1,828 1,195 11,655.29 09734 ACME RESIN CORPORATION 10330 W ROOSEVELT ROAD IL WESTCHESTER $660 $660.00 CUST TOTAL...... 660 660.00 10327 ACTO KLEEN COMPANY 7869 PARAMOUNT BLVD CA PICO RIVERA $959 $959.80 CUST TOTAL...... 959 959.80 74621 ACUCOTE INC. 910 EAST ELM STREET NC GRAHAM $110 $110.00 CUST TOTAL...... 110 110.00 15601 ADCOM METALS COMPANY INC. STEPHENS DRIVE KY NICHOLASVILLE $247 $247.50 CUST TOTAL...... 247 247.50 75608 ADM TRANSPORT P O BOX 3574 GA MACON $290 $290.00 CUST TOTAL...... 290 290.00
JOB-RCPMO5 FNR 5/02/93 CO-CODE: 0 AGED ACCOUNTS RECEIVABLE ENDING-DATE 5/01/93 PAGE # 3
S.C. CUST# CUSTOMER ADDRESS ST. CITY 0-TO-30 31-TO-60 61-TO-90 OVER-90 TOTAL BAL-DUE - --- ----- -------- ------- --- ---- ------- -------- -------- ------- ------------- 10248 ADVANCE TRANSMIT MIX 613 OAK LANE PA GLENOLDEN $200 $200.00 CUST TOTAL...... 200 200.00 24115 ADVANCED AEROMATICS P O BOX 1516 TX BAYTOWN $27 $27.50 CUST TOTAL...... 27 27.50 13543 AEROVOX INDUSTRIES INC. 740 BELLEVILLE AVENUE MA NEW BEDFORD $137 $82 $412 $632.50 CUST TOTAL...... 137 82 412 632.50 72191 AERVOE PACIFIC 1198 SAN MILL ROAD NV GARDNERVILLE $27 $27.50 CUST TOTAL...... 27 27.50 89937 AG DIV CIBA-GEIGY CORP C/O MID-OHIO CHEMICAL CO OH MT STERLING $110 $110.00 CUST TOTAL...... 110 110.00 84971 AG ORGANICS 130 BRAINARDS ROAD NJ PHILLIPSBURG $2,021 $2,021.89 CUST TOTAL...... 2,021 2,021.89 82915 AGWAY INC. 729 LOUCKS MILL ROAD PA YORK $23 $23.00 CUST TOTAL...... 23 23.00 00890 AIR PRODUCTS AND CHEMICALS P O BOX 97 KY CALVERT CITY $2,434 $220 $2,654.18 01271 AIR PRODUCTS AND CHEMICALS P O BOX 227 MA HOPKINTON $3,588 $3,588.00 39670 AIR PRODUCTS AND CHEMICALS P O BOX 231 NJ PAULSBORO $11,858 $11,858.65 00660 AIR PRODUCTS AND CHEMICALS P O BOX 25702 PA LEHIGH VALLEY $29,947 $2,917 $210 $648 $33,722.75 68983 AIR PRODUCTS AND CHEMICALS 409 OLD PELZER ROAD SC PIEDMONT $540 $540.72 90059 AIR PRODUCTS AND CHEMICALS C/O E I DUPONT WV BELLE $1,173 $1,173.00 CUST TOTAL...... 49,542 2,917 430 648 53,537.30 15823 AIRCO INDUSTRIAL GASES P O BOX 590 DE CLAYMONT $19,071 $13,595 $32,666.95 65189 AIRCO INDUSTRIAL GASES P O BOX 361 MD PASADENA $1,026 $1,026.60 07177 AIRCO INDUSTRIAL GASES 9 RANGER DRIVE ME KITTERY $2,748 $1,497 $4,245.78 71826 AIRCO INDUSTRIAL GASES P O BOX 417 NJ MIDDLESEX $20,600 $20,600.50 05256 AIRCO INDUSTRIAL GASES 101 CATHERINE STREET NY BUFFALO $1,062 $1,062.00 89243 AIRCO INDUSTRIAL GASES 2095 MARIE-VICTORIAN STRE PQ CONTRECOEUR $7,537 $1,448 $8,986.55 01158 AIRCO INDUSTRIAL GASES P O BOX 247 WV CHESTER $499 $499.21 CUST TOTAL...... 50,984 17,603 499 69,087.59 16930 AKRON CITY HOSPITAL 525 E MARKET STREET OH AKRON $253 $596 $849.50 CUST TOTAL...... 253 596 849.50 10464 AKRON DISPERSIONS 3291 SAWMILL ROAD OH COPLEY $524 $524.00 CUST TOTAL...... 524 524.00 79280 AKZO CHEMICALS ROUTE 2 WV GALLIPOLIS FER $55 $55.00 CUST TOTAL...... 55 55.00 28980 AKZO CHEMICALS INC US HWY 341 EAST GA BAXLEY $4,296 $4,296.12 68866 AKZO CHEMICALS INC P O BOX 909711 IL CHICAGO $33,809 $612 $34,421.80 88745 AKZO CHEMICALS INC 300 SOUTH RIVERSIDE PLAZA IL CHICAGO $3,202 $2,430 $10,890 $16,522.50 75350 AKZO CHEMICALS INC 2904 MISSOURI AVENUE IL E SAINT LOUIS $1,389 $1,389.60 04590 AKZO CHEMICALS INC 8201 WEST 47TH STREET IL MCCOOK $2,776 $2,776.00
JOB-RCPMO5 FNR 5/02/93 CO-CODE: 6 AGED ACCOUNTS RECEIVABLE ENDING-DATE 5/01/93 PAGE # 4
S.C. CUST# CUSTOMER ADDRESS ST. CITY 0-TO-30 31-TO-60 61-TO-90 OVER-90 TOTAL BAL-DUE - --- ----- -------- ------- --- ---- ------- -------- -------- ------- ------------- 78000 AKZO CHEMICALS INC 9901 SAND CREEK HWY MI WESTON $4,519 $3,246 $198- $7,567.96 78070 AKZO CHEMICALS INC MEADOW ROAD NJ EDISON $3,552 $3,552.55 51815 AKZO CHEMICALS INC 2153 LOCKPORT-OLCOTT ROAD NY BURT $25 $25.00 78887 AKZO CHEMICALS INC 1313 WINDSOR AVENUE OH COLUMBUS $1,946 $1,028 $2,974.69 23132 AKZO CHEMICALS INC 13000 BAY PARK ROAD TX PASADENA $1,453 $4,584 $150- $5,887.50 78040 AKZO CHEMICALS INC P O BOX 1721 WV GALLIPOLIS FRY $7,164 $1,991 $9,155.69 CUST TOTAL...... 58,157 14,052 2,082 14,278 88,569.41 74507 AKZO COATINGS AMERICA INC 434 W MEATS AVENUE CA ORANGE $110 $137 $247.50 CUST TOTAL...... 110 137 247.50 68590 AKZO COATINGS INC 4730 CRITTENDEN DRIVE KY LOUISVILLE $948 $948.00 86868 AKZO COATINGS INC P O BOX 7062 MI TROY $27 $82 $220 $412 $742.50 68630 AKZO COATINGS INC 100 BELMONT DRIVE NJ SOMERSET $646 $646.48 CUST TOTAL...... 673 1,030 220 412 2,336.98 22800 AKZO SALT INC 2065 MANCHESTER ROAD OH AKRON $2,264 $2,264.75 CUST TOTAL...... 2,264 2,264.75 05719 ALBRIGHT & WILSON AMERICA P O BOX 26229 VA RICHMOND $6,553 $935 $210 $7,698.23 CUST TOTAL...... 6,553 935 210 7,698.23 68562 ALCAN ROLLED PRODUCTS 151 JOHN JAMES AUDUBON NY AMHERST $27 $137 $165.00 CUST TOTAL...... 27 137 165.00 76624 ALCHEM PRODUCTS P O BOX 137 PA NEWTOWN SQUARE $2,693 $2,693.00 CUST TOTAL...... 2,693 2,693.00 88592 ALCOA ALUMINUM PARK AVENUE EAST NY MASSENA $3,910 $3,910.50 CUST TOTAL...... 3,910 3,910.50 88067 ALCOA SPEICALTY CHEMICAL 213 WARD CIRCLE TN BRENTWOOD $1,874 $1,413 $666 $3,954.22 CUST TOTAL...... 1,874 1,413 666 3,954.22 10125 ALEX C FERGUSSON CO SPRING MILL DRIVE PA FRAZER $10,649 $1,503 $972 $391- $12,733.40 CUST TOTAL...... 10,649 1,503 972 391- 12,733.40 89985 ALISO WATER MGMT AGENCIES 28303 ALICIA PARKWAY CA LAGUNA NIGUEL $588 $588.40 CUST TOTAL...... 588 588.40 88300 ALKO AMERICA 106 ELM STREET SC LANCASTER $1,406 $1,406.99 CUST TOTAL...... 1,406 1,406.99 87558 ALL AMERICAN GOURMET 607 PHILLIPS STREET NY FULTON $82 $27 $110.00 CUST TOTAL...... 82 27 110.00 85103 ALL AMERICAN READY MIX I 530 FAILE STREET NY BRONX $40 $40.00 CUST TOTAL...... 40 40.00 54663 ALL CHEMICAL 104 JAPHET STREET TX HOUSTON $412 $412.50 CUST TOTAL..... 412 412.50
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S.C. CUST# CUSTOMER ADDRESS ST. CITY 0-TO-30 31-TO-60 61-TO-90 OVER-90 TOTAL BAL-DUE - --- ----- -------- ------- --- ---- ------- -------- -------- ------- ------------- 89888 ALL TANK TRANSPORT 900 FLOORA AVENUE OH AKRON $1,480 $1,480.00 CUST TOTAL...... 1,480 1,480.00 04436 ALLEGHENY LUDLUM STEEL P O BOX 565 PA LEECHBURG $82 $27 $110.00 68399 ALLEGHENY LUDLUM STEEL 130 LINCOLN AVENUE PA VANDERGRIFT $55 $55.00 CUST TOTAL...... 82 55 27 165.00 80716 ALLEGHENY PATICLEBOARD RD 1 BOX 266 PA KANE $250 $250.00 CUST TOTAL...... 250 250.00 01160 ALLENTOWN CEMENT COMPANY P O BOX 199 PA BLANDON $84,224 $13,201 $59- $2,797 $100,163.72 08404 ALLENTOWN CEMENT COMPANY P O BOX 199 PA BLANDON $1,041 $1,041.16 CUST TOTAL...... 85,265 13,201 59- 2,797 101,204.88 70641 ALLIANCE AGRANOMICS 6526 MECHANICSVILLE TURN VA MECHANICSVILLE $10,434 $10,434.02 CUST TOTAL...... 10,434 10,434.02 01630 ALLIANCE CHEMICAL COMPANY 33 AVENUE P NJ NEWARK $55 $55.00 CUST TOTAL...... 55 55.00 90090 ALLIANCE FERTILIZER CORP 5810 MEADOW BRIDGE ROAD VA MECHANICSVILLE $849 $849.00 CUST TOTAL...... 849 849.00 85169 ALLIANCE PAINT AND COATING 510 W ELY STREET OH ALLIANCE $27 $27.50 CUST TOTAL...... 27 27.50 81201 ALLIED CHEMICAL P O BOX 2000 ON AMHERSTBURG $3,112 $3,112.73 CUST TOTAL...... 3,112 3,112.73 20486 ALLIED COLLOIDS INC. 2301 WILROY ROAD VA SUFFOLK $147 $550 $697.00 CUST TOTAL...... 147 550 697.00 72358 ALLIED PROCESSORS 701 TIFFANY STREET WI BOYCEVILLE $137 $302 $440.00 CUST TOTAL...... 137 302 440.00 55076 ALLIED-SIGNAL INC. 6100 PHILADELPHIA PIKE DE CLAYMONT $24 $1,704 $1,728.00 16035 ALLIED-SIGNAL INC. 5005 SOUTH HARLEM AVENUE IL BERWYN $72 $72.00 89481 ALLIED-SIGNAL INC. P O BOX 1748 KS PITTSBURG $23,731 $2,785 $26,516.00 89597 ALLIED-SIGNAL INC. P O BOX 1087 NJ MORRISTOWN $8,809 $8,809.00 86928 ALLIED-SIGNAL INC. FRICTION MATERIALS GROUP OH CLEVELAND $8,082 $6,547 $8,611 $23,241.12 07040 ALLIED-SIGNAL INC. BERMUDA & MARGARET STS PA PHILADELPHIA $23,445 $23,445.60 01431 ALLIED-SIGNAL INC. FIBERS DIV SC COLUMBIA $110 $86 $5,244 $5,440.38 15005 ALLIED-SIGNAL INC. ROUTE 10 VA HOPEWELL $61,350 $1,464 $90 $2,571- $60,333.91 88974 ALLIED-SIGNAL INC. C/O CHEMICAL LEAMAN TANK VA PRINCE GEORGE $118,431 $75 $23,534 $142,040.84 CUST TOTAL......244,056 12,576 32,321 2,672 291,626.85 51486 ALP LIGHTING 6965 AIRPORT HWY NJ PENNSAUKEN $110 $110.00 CUST TOTAL...... 110 110.00 10685 ALPHA CHEMICAL CORP 1 JABEZ AVENUE NJ NEWARK $82 $82.50 CUST TOTAL...... 82 82.50
JOB-RCPMO5 FNR 5/02/93 CO-CODE: 0 AGED ACCOUNTS RECEIVABLE ENDING-DATE 5/01/93 PAGE # 6
S.C. CUST# CUSTOMER ADDRESS ST. CITY 0-TO-30 31-TO-60 61-TO-90 OVER-90 TOTAL BAL-DUE - --- ----- -------- ------- --- ---- ------- -------- -------- ------- ------------- 89644 ALTERNATE CIRCUIT TECHNO 46 ROGERS ROAD MA WARD HILL $550 $550.00 CUST TOTAL...... 550 550.00 39045 ALUMAX ALUMINUM CORP P O BOX 3167 PA LANCASTER $263 $263.73 CUST TOTAL...... 263 263.73 79260 ALUMAX MILL PRODUCTS INC. 1111 IOWA STREET CA RIVERSIDE $3,269 $3,269.72 CUST TOTAL...... 3,269 3,269.72 89342 ALUMINUM COMPANY OF AMER. P O BOX 170 PA PITTSBURGH $1,749 $2,024 $3,773.00 CUST TOTAL...... 1,749 2,024 3,773.00 08590 ALVA INC. P O BOX 5857 SC GREENVILLE $55 $55- $1,184 $1,184.40 CUST TOTAL...... 55 55- 1,184 1,184.40 87870 AM PEL CORP 7200 HICKMAN IA DES MOINES $3,931 $3,931.84 CUST TOTAL...... 3,931 3,931.84 04257 AMANA REFRIGERATION INC. MAIN STREET IA AMANA $2,717 $2,717.96 55621 AMANA REFRIGERATION INC. 1810 WILSON PARKWAY TN FAYETTEVILLE $738 $738.00 CUST TOTAL...... 738 2,717 3,455.96 68722 AMCHEM PRODUCTS INC. P O BOX 2111 MI WARREN $1,506 $1,363 $2,869.00 CUST TOTAL...... 1,506 1,363 2,869.00 58615 AMERADA HESS CORPORATION P O BOX 6950 NJ WOODBRIDGE $792 $2,117 $2,909.85 CUST TOTAL...... 792 2,117 2,909.85 26389 AMERIBROM INC. P O BOX 24 HWY 133 WEST NC ROCKY POINT $628 $628 $1,256.00 CUST TOTAL...... 628 628 1,256.00 04999 AMERICAN & EFIRD MILLS P O BOX 507 NC MOUNT HOLLY $1,062 $1,062.00 CUST TOTAL...... 1,062 1,062.00 76703 AMERICAN CHEMICAL CORP 46915 LIBERTY DRIVE MI WIXOM $165 $165.00 CUST TOTAL...... 165 165.00 82052 AMERICAN CHEMICAL WORKS P O BOX 6031 RI PROVIDENCE $183 $183 $3,635 $4,002.64 CUST TOTAL...... 183 183 3,635 4,002.64 02250 AMERICAN CYANAMID CO P O BOX 1924 AL MOBILE $336 $336.00 02150 AMERICAN CYANAMID CO P O BOX 425 CT WALLINGFORD $8,835 $1,163 $1,006 $185- $10,819.50 02640 AMERICAN CYANAMID CO 1801 CYANAMID ROAD FL PACE $2,244 $2,244.50 11165 AMERICAN CYANAMID CO 10800 RIVER ROAD LA AVONDALE $200 $200.00 54434 AMERICAN CYANAMID CO P O BOX 545 MI ESCANABA $3,747 $1,545 $5,292.92 03020 AMERICAN CYANAMID CO 2715 MILLER ROAD MI KALAMAZOO $23,938 $2,442 $1,262 $1,019 $28,660.90 51943 AMERICAN CYANAMID CO P O BOX 817 MO HANNIBAL $43,624 $18,018 $61,642.00 85937 AMERICAN CYANAMID CO STATE ROUTE 168 & J J SP MO SOUTH RIVER $11,009 $382- $10,627.75 74123 AMERICAN CYANAMID CO P O BOX 32787 NC CHARLOTTE $150,090 $9,201 $2,059 $650 $162,001.00 82616 AMERICAN CYANAMID CO P O BOX 32787 NC CHARLOTTE $8,271 $923 $9,194.59 86233 AMERICAN CYANAMID CO INT'L BILLING ON NC CHARLOTTE $447 $275 $722.50 02220 AMERICAN CYANAMID CO WEST MAIN STREET NJ BOUND BROOK $415 $415 $830.00
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S.C. CUST# CUSTOMER ADDRESS ST. CITY 0-TO-30 31-TO-60 61-TO-90 OVER-90 TOTAL BAL-DUE - --- ----- -------- ------- --- ---- ------- -------- -------- ------- ------------- 02260 AMERICAN CYANAMID CO BOX 31 NJ LINDEN $24 $48 $72.00 11205 AMERICAN CYANAMID CO FT OF TREMLEY PT ROAD NJ WARNERS $3,627 $3,627.85 09030 AMERICAN CYANAMID CO 1 CYANAMID PLAZA NJ WAYNE $1,822 $564 $2,386.50 07383 AMERICAN CYANAMID CO CUTTER DOCK ROAD NJ WOODBRIDGE $440 $440.00 88963 AMERICAN CYANAMID CO ATTN ACCOUNTS PAYABLE WV BELMONT $1,900 $1,900.00 02280 AMERICAN CYANAMID CO ROUTE 2 NORTH WV WILLOW ISLAND $40,739 $5,687 $210 $46,636.83 CUST TOTAL......301,241 39,452 5,276 1,665 347,634.84 73310 AMERICAN ELECTRIC 8733 HAMILTON ROAD MS SOUTHAVEN $1,750 $1,750 $3,500.00 CUST TOTAL...... 1,750 1,750 3,500.00 55261 AMERICAN FIBRIT INC. 76 ARMSTRONG RD MI BATTLE CREEK $473 $473.00 CUST TOTAL...... 473 473.00 90236 AMERICAN INK AND COATING PERKIOMEN ROAD PA PHOENIXVILLE $55 $55.00 CUST TOTAL...... 55 55.00 89912 AMERICAN LUBRICATION CO 500 S FRONT ST TN MEMPHIS $838 $838.44 CUST TOTAL...... 838 838.44 02324 AMERICAN NATIONAL CAN CO P O BOX 66935 IL CHICAGO $110 $110.00 CUST TOTAL...... 110 110.00 88189 AMERICAN PACKAGING CORP COATING DIVISION PA PHILADELPHIA $4,751 $556 $5,307.60 CUST TOTAL...... 4,751 556 5,307.60 53045 AMERICAN RESOUCE RECOVE 901 EAST BODLEY TN MEMPHIS $4,180 $1,050 $420 $21,905 $27,555.50 CUST TOTAL...... 4,180 1,050 420 21,905 27,555.50 83682 AMERICAN SAW & MFG CO P O BOX 504 MA E LONGMEADOW $135 $135.00 CUST TOTAL...... 135 135.00 25602 AMERICAN STANDARD 605 SOUTH ELLSWORTH AVE OH SALEM $82 $82.50 CUST TOTAL...... 82 82.50 59039 AMERICAN STEEL FOUNDRY 3761 CANAL STREET IN E CHICAGO $513 $513.00 57901 AMERICAN STEEL FOUNDRY 1001 E BROADWAY OH ALLIANCE $220 $220.00 CUST TOTAL...... 513 220 733.00 03260 AMERICAN SWEETENERS INC LEE BOULEVARD PA FRAZER $34,260 $34,260.80 CUST TOTAL...... 34,260 34,260.80 03240 AMERICAN SYNTHETIC RUBBER 4520 CAMP GROUND ROAD KY LOUISVILLE $27 $27.50 CUST TOTAL...... 27 27.50 85407 AMERICAN ULTRA SPECIALTI 6855 INDUSTRIAL PARKWAY OH HUDSON $192 $192.50 CUST TOTAL...... 192 192.50 83070 AMERIPOL SYNPOL COMPANY P O 667 TX PORT NECHES $50 $50.00 CUST TOTAL...... 50 50.00 08163 AMERON COMPANY P O BOX 192610 AR LITTLE ROCK $137 $137.50 CUST TOTAL...... 137 137.50
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S.C. CUST # CUSTOMER ADDRESS ST. CITY 0-TO-30 31-TO-60 61-TO-90 OVER-90 TOTAL BAL-DUE - ---- ------ -------- ------- --- ---- ------- -------- -------- ------- ------------- 76864 AMOCO CHEMICAL 2357 STANDARD IN WHITING $693 $693.00 COMPANY AVENUE CUST. TOTAL 693 693.00 04370 AMOCO CHEMICAL CORP P O BOX 2215 AL DECATUR $9,272 $9,272.75 03949 AMOCO CHEMICAL CORP 200 EAST IL CHICAGO $21,032 $18,794 $443 $40,269.80 RANDOLPH DRIVE 09572 AMOCO CHEMICAL CORP P O BOX 1488 TX ALVIN $987 $987.33 CUST. TOTAL 31,292 18,794 443 $50,529.88 71699 AMOCO OIL COMPANY P O BOX 9090 IA DES MOINES $2,440 $2,440.16 02960 AMOCO OIL COMPANY 2300 STANDARD IN WHITING $110 $226- $116.00- AVENUE 03098 AMOCO OIL COMPANY BOX 1088 PA MECHANICSBURG $8,198 $8,198.86 03170 AMOCO OIL COMPANY 2401 5TH AVENUE TX TEXAS CITY $2,504 $2,504.50 SOUTH CUST. TOTAL 13,253 226- 13,027.52 75656 AMOCO PERFORMANCE 3702 CLANTON GA AUGUSTA $357 $412 $15- $755.00 PRODUC 55009 AMOCO PERFORMANCE RIVERVIEW OH MARIETTA $3,525 $27 $3,553.37 PRODUC ROAD CUST. TOTAL 3,883 412 12 4,308.37 68950 AMOCO PETROLEUM P O BOX 968 MS NATCHEZ $398 $398.00 ADDITIVE CUST. TOTAL 398 $398.00 18327 AMREX CHEMICAL CO INC 117 E NY BINGHAMTON $845 $1,095 $1,940.00 FREDERICK STREET CUST. TOTAL 845 1,095 1,940.00 53724 AMSPEC CHEMICAL CORP FOOT OF NJ GLOUCESTER $14,615 $7,465 $22,081.61 WATER ST CIT CUST. TOTAL 14,615 7,465 22,081.61 86917 AMTEX 1500 OH LEBANON $130 $130.00 KINGSVIEW DRIVE CUST. TOTAL 130 $130.00 11390 ANCHOR CONTINENTAL 2000 S BELT SC COLUMBIA $110 $110.00 LINE BLVD CUST. TOTAL 110 110.00 02538 ANDERSON 1415 EAST MI ADRIAN $3,668 $3,668.70 DEVELOPMENT MICHIGAN STREE CUST. TOTAL 3,668 3,668.70 03037 ANDREW JERGENS 2535 SPRING OH CINCINNATI $55 $55.00 COMPANY GROVE CUST. TOTAL 55 55.00 86864 ANGUS CHEMICAL 1500 E LAKE IL BUFFALO $65,979 $8,254 $74,234.45 COMPANY COOK ROAD GROVE 17782 ANGUS CHEMICAL 2211 SANDERS IL NORTHBROOK $75- $75.00- ROAD 18630 ANGUS CHEMICAL P O BOX 1325 LA STERLINGTON $9,620 $9,620.00 79419 ANGUS CHEMICAL P O BOX 626 LA STERLINGTON $12,690 $12,690.00 CUST. TOTAL 75,599 20,944 75- 96,469.45 28341 ANHEUSER BUSCH INC 15800 ROSCOE CA VAN NUYS $1,563 $42 $1,605.00 BLVD 53439 ANHEUSER BUSCH INC 200 US HWY 1 NJ NEWARK $52 $52.52 15833 ANHEUSER BUSCH INC P O BOX 200 NY BALDWINSVILLE $260 $260.00 61241 ANHEUSER BUSCH INC 8688 MARKET ST TX HOUSTON $120 $120.00 15060 ANHEUSER BUSCH INC P O BOX VA WILLIAMSBURG $137 $137.50 DRAWER U CUST. TOTAL 1,615 42 517 2,175.02
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S.C. CUST # CUSTOMER ADDRESS ST. CITY 0-TO-30 31-TO-60 61-TO-90 OVER-90 TOTAL BAL-DUE - ---- ------ -------- ------- --- ---- ------- -------- -------- ------- ------------- 03880 ANSUL COMPANY BLDG 112 WI MARINETTE $275- $275.00- PIERCE AVENUE CUST. TOTAL 275- 275.00- 79329 APACHE CHEMICAL 8200 SHELL RD VA RICHMOND $2,929 $2,929.75 CUST. TOTAL 2,929 2,929.75 55713 APGAR OIL COMPANY 625 E PA ALLENTOWN $455 $455.66 CONGRESS STREET CUST. TOTAL 455 455.66 87221 APOLLO AMERICA CORP 701 PORT ROAD IN JEFFERSONVILLE $30,719 $5,962 $5,461 $82 $42,226.02 CUST. TOTAL 30,719 5,962 5,461 82 42,226.02 67321 APOLLO CHEMICAL CORP 1105 NC GRAHAM $3,958 $27- $3,930.70 SOUTHERLAND CUST. TOTAL 3,958 27- 3,930.70 89545 APOLLO WATER 7777 INDUSTRY CA PICO RIVERA $156 $156.00 AVE CUST. TOTAL 156 156.00 05286 APPALACHIAN POWER MOUNTAINEER WV NEW HAVEN $50 $50.00 COMPAN PLANT CUST. TOTAL 50 50.00 86406 APPERSON CHEMICAL C/O SUN STATE FL CASSELBERRY $27 $27.50 SUPPLY CUST. TOTAL 27 27.50 06466 APPLETON PAPERS INC 1030 W ALEX OH W CARROLLTON $11,207 $4,435 $44 $5,880 $21,568.36 BELL ROAD CUST. TOTAL 11,207 4,435 44 5,880 21,568.36 38520 AQUALON COMPANY P O BOX 350 NJ PARLIN $1,551 $367 $790 $2,864 $5,572.96 59153 AQUALON COMPANY 1111 HERCULES VA HOPEWELL $1,872 $1,872.70 RD CUST. TOTAL 3,424 367 790 2,864 7,445.66 26786 AQUATECH CHEMICAL 408 ALBURN MI PONTIC $1,327 $27 $1,355.00 INTL AVENUE CUST. TOTAL 1,327 27 1,355.00 89339 ARAMCIA INTERNATIONAL C/O ARELLANI TX LAREDO $2,129 $2,129.00 INC CUST. TOTAL 2,129 2,129.00 59813 ARBCO P O BOX 0 PA EXPORT $104 $104.00 CUST. TOTAL 104 104.00 89870 ARCADIAN C/O HELLLMS TN MEMPHIS $1,339 $1,339.02 FERTILIZER CUST. TOTAL 1,339 1,339.02 18510 ARCADIAN CORPORATION 23 COLUMBIA GA AUGUSTA $4,485 $4,485.00 NITROGEN RD 66883 ARCADIAN CORPORATION 5100 POPLAR TN MEMPHIS $24,963 $1,520- $35 $23,478.26 AVENUE CUST. TOTAL 29,448 1,520- 35 27,963.26 82479 ARCADIAN 6750 POPLAR TN MEMPHIS $2,188 $2,188.70 FERTILIZER LP AVE - SUITE CUST. TOTAL 2,188 2,188.70 12012 ARCHER DANIELS P O BOX 1445 IA CEDAR RAPIDS $2,328 $82 $2,411.00 MIDLAND C CUST. TOTAL 2,328 82 2,411.00
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S.C. CUST # CUSTOMER ADDRESS ST. CITY 0-TO-30 31-TO-60 61-TO-90 OVER-90 TOTAL BAL-DUE - ---- ------ -------- ------- --- ---- ------- -------- -------- ------- ------------- 02708 ARCO CHEMICAL P O BOX 17625 MO SAINT LOUIS $7,757 $6,581 $2,406 $120 $16,864.37 COMPANY 06555 ARCO CHEMICAL 3801 WEST PA NEWTOWN $27 $649 $1,673 $2,350.25 COMPANY CHESTER PIKE SQUARE 09500 ARCO CHEMICAL P O BOX 1568 TX CHANNELVIEW $2,639 $55 $2,694.50 COMPANY 84888 ARCO CHEMICAL P O BOX WV S CHARLESTON $675 $975 $1,650.00 COMPANY 8004/BLDG 82-248 CUST. TOTAL 11,099 8,260 4,079 120 23,559.12 65457 ARIES CHEMICAL INC P O BOX 169A NY CASTORLAND $2,960 $1,224 $4,184.00 CUST. TOTAL 2,960 1,224 4,184.00 67876 ARISTECH CHEMICAL 291 W ADAMS CA COLTON $45 $45.00 CORP STREET 60087 ARISTECH CHEMICAL P O BOX 2130 FL BARTOW $168 $168.00 CORP 12448 ARISTECH CHEMICAL 7350 EMPIRE KY FLORENCE $5,796 $4,725 $966 $11,487.50 CORP DRIVE 85140 ARISTECH CHEMICAL P O BOX 127 OH IRONTON $35,739 $458- $35,282.38 CORP 85050 ARISTECH CHEMICAL 300 STATE PA CLAIRTON $18,633 $1,204 $4,225 $24,063.75 CORP STREET 70615 ARISTECH CHEMICAL ISLAND PA NEVILLE $935 $838 $302 $675 $2,751.25 CORP AVENUE ISLAND 74203 ARISTECH CHEMICAL ISLAND PA PITTSBURGH $9,033 $150- $8,883.29 CORP AVENUE 81914 ARISTECH CHEMICAL NEVILLE PA PITTSBURGH $249,235 $133,861 $16,247 $1,664- $397,679.60 CORP ISLAND PLANT 82108 ARISTECH CHEMICAL 600 GRANT PA PITTSBURGH $3,285 $3,285.00 CORP STREET 68276 ARISTECH CHEMICAL P O BOX 600 TX PASADENA $24,687 $520 $1,579 $26,786.26 CORP CUST. TOTAL 344,104 141,149 17,515 7,660 510,431,03 11579 ARKANSAS EASTMAN HIGHWAY 394 AR MAGNESS $5,637 $2,695 $8,332.50 COMPANY SOUTH CUST. TOTAL 5,637 2,695 8,332.50 04250 ARMCO INC P O BOX 832 PA BUTLER $2,799 $2,421 $774 $55 $6,050.50 CUST. TOTAL 2,799 2.421 774 55 6,050.50 51446 ARMSTRONG WORLD 10 PLAIN MA S BRAINTREE $55 $55.00 INDUST STREET 04520 ARMSTRONG WORLD P O BOX 184 NY FULTON $6,415 $6,415.02 INDUST 04520 ARMSTRONG WORLD LIBERTY & PA LANCASTER $492 $492.00 INDUST CHARLOTTE ST 26490 ARMSTRONG WORLD 6870 WESTBURY PQ MONTREAL $3,097 $3,097.50 INDUST AVENUE CUST. TOTAL 6,907 3,152 10,059.52 06671 ARMTEX CORPORATION 803 NORTH NC GASTONIA $277 $277.00 OAKLAND STREET CUST. TOTAL 277 277.00 86125 ARNCO 3400 OH CLEVELAND $137 $137.50 INDEPENDENCE RD CUST. TOTAL 137 137.50 79514 ARNCO CORPORATION 3400 OH CLEVELAND $55 $165 $330 $550.00 INDEPENDENCE RD CUST. TOTAL 55 165 330 550.00 00588 ARR MAZ PRODUCTS 621 SNIVELY FL WINTER HAVEN $876 $876.40 AVENUE CUST. TOTAL 876 876.40 87061 ARROW TRANSPORTATION INTERNATIONAL OR PORTLAND $1,850 $11,875 $11,745 $17,827 $43,297.50 CO BILLING ON CUST. TOTAL 1,850 11,875 11,745 17,827 43,297.50 08533 ARSYNCO INCORPORATED FOOT OF 13TH NJ CARLSTADT $918 $918.00 STREET CUST. TOTAL 918 918.00 04145 ARUNDEL CORPORATION P O BOX 38181 MD BALTIMORE $113 $113.52 CUST. TOTAL 113 113.52
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S.C. CUST # CUSTOMER ADDRESS ST. CITY 0-TO-30 31-TO-60 61-TO-90 OVER-90 TOTAL BAL-DUE - ---- ------ -------- ------- --- ---- ------- -------- -------- ------- ------------- 72567 ASARCO INCORPORATED WEST PIMA AZ SAHUARITA $27 $27.50 MINE ROAD CUST. TOTAL 27 27.50 83586 ASEA BROWN BOVERI INC 1600 MONTEE PQ VARENNES $4,641 $4,641.80 STE JULIE CUST. TOTAL 4,641 4,641.80 85507 ASGROW FLORIDA CO 4144 HWY 39 FL PLANT CITY $55 $55.00 NORTH CUST. TOTAL 55 55.00 79056 ASHLAND CHEMICAL & 200 DARROW OH AKRON $801- $801.90- SOLVE ROAD CUST. TOTAL 801- 801.90- 85670 ASHLAND CHEMICAL CO 2461 CROCKER CA FAIRFIELD $2,334 $2,334.40 CIRCLE CUST. TOTAL 2,334 2,334.40 04540 ASHLAND CHEMICAL 3300 BALL AL BIRMINGHAM $45 $45.00 COMPANY STREET 57158 ASHLAND CHEMICAL 6839 W AZ CHANDLER $1,744 $345 $2,089.73 COMPANY CHICAGO ST 80063 ASHLAND CHEMICAL 2461 CROCKER CA FAIRFIELD $8,121 $8,121.79 COMPANY CIRCLE 69529 ASHLAND CHEMICAL 6608 EAST 26TH CA LOS ANGELES $1,260 $801 $2,062.24 COMPANY STREET 12059 ASHLAND CHEMICAL 8600 CA NEWARK $4,021 $1,247 $235 $1,828 $7,422.99 COMPANY ENTERPRISE DR 10596 ASHLAND CHEMICAL 10505 SOUTH CA SANTA FE SPRS $144 $5,251 $1,505 $6,900.73 COMPANY PAINTER 03959 ASHLAND CHEMICAL 3033 NW NORTH FL MIAMI $1,712 $1,712,25 COMPANY RIVER DRIV 05891 ASHLAND CHEMICAL 200 N E 181ST FL N MIAMI BEACH $45 $45 $90.00 COMPANY STREET 69824 ASHLAND CHEMICAL 5600 FL TAMPA $1,890 $1,890.80 COMPANY COMMERCE ST 06100 ASHLAND CHEMICAL 4550 NE GA DORAVILLE $3,499 $3,499.27 COMPANY EXPRESSWAY 05370 ASHLAND CHEMICAL 8500 S WILLOW IL WILLOW $357- $357.50- COMPANY SPRINGS RD SPRINGS 10078 ASHLAND CHEMICAL 1817 1/2 WEST IN SOUTH BEND $863- $863.31- COMPANY INDIANA AV 64496 ASHLAND CHEMICAL P O BOX 391 KY ASHLAND $5,879 $2,526 $8,405.65 COMPANY 05250 ASHLAND CHEMICAL 4185 KY LOUISVILLE $55 $55.00 COMPANY ALGONQUIN PARKWAY 08849 ASHLAND CHEMICAL 1500 CARBON MD BALTIMORE $25- $25.00- COMPANY AVENUE 06750 ASHLAND CHEMICAL 2011 TURNER MI LANSING $932 $2,550 $82 $3,564.70 COMPANY STREET 87538 ASHLAND CHEMICAL 12005 TOEPFER MI WARREN $3,165 $1,436 $4,601.00 COMPANY RD 59542 ASHLAND CHEMICAL 3930 NC CHARLOTTE $2,115- $2,115.45- COMPANY GLENWOOD DR 01878 ASHLAND CHEMICAL 2802 NC GREENSBORO $1,172 $1,172.72 COMPANY PATTERSON STREET 78099 ASHLAND CHEMICAL RT 571 BLD #3 NJ CRANBURY $45 $45.00 COMPANY 13995 ASHLAND CHEMICAL P O BOX 152 NY RENSSELAER $428 $402 $402 $1,232.26 COMPANY 04780 ASHLAND CHEMICAL P O BOX 6250 OH AKRON $5,484 $7,969 $3,089 $2,182 $18,725.71 COMPANY 04010 ASHLAND CHEMICAL 2191 WEST OH CLEVELAND $3,580 $165 $55 $3,800.89 COMPANY 11OTH ST 59259 ASHLAND CHEMICAL 3849 FISCHER OH COLUMBUS $55 $742 $797.49 COMPANY ROAD 85433 ASHLAND CHEMICAL P O BOX 2219 OH COLUMBUS $143 $143.80 COMPANY 82246 ASHLAND CHEMICAL 5200 BLAZER OH DUBLIN $27- $220 $192.50 COMPANY PARKWAY 82834 ASHLAND CHEMICAL 5200 BLAZER OH DUBLIN $255 $425 $880 $1,560.00 COMPANY PARKWAY 87426 ASHLAND CHEMICAL 5200 BLAZER OH DUBLIN $4,962 $4,962.00 COMPANY PARKWAY 06686 ASHLAND CHEMICAL 5700 LOMBARDO ON SEVEN HILLS $112- $112.50- COMPANY CENTRE 05186 ASHLAND CHEMICAL 2620 ROYAL PA MISSISSAUGA $247 $180 $90 $517.50 COMPANY WINDSOR DRIVE 22016 ASHLAND CHEMICAL I-95 PA ASTON $4,253 $756 $402- $35- $4,571.38 COMPANY INDUSTRIAL PARK 18738 ASHLAND CHEMICAL COLWELLS PA CONSHOHOCKEN $137 $82 $220.00 COMPANY LANE 46170 ASHLAND CHEMICAL 400 ISLAND PA EASTON $2,274 $1,161 $402 $3,838.20 COMPANY PARK RD 02256 ASHLAND CHEMICAL 2801 PA PHILADELPHIA $27 $1,626 $1,653.69 COMPANY CHRISTOPHER COLUMBU 61201 ASHLAND CHEMICAL 1270 RUE PQ BOUCHERVILLE $15,195 $3,359 $337- $18,218.43 COMPANY NOBEL 06170 ASHLAND CHEMICAL 729 MAUNEY SC COLUMBIA $82 $522 $476 $1,081.00 COMPANY DRIVE 06110 ASHLAND CHEMICAL P O BOX 5716 SC GREENVILLE $299 $449 $748.40 COMPANY
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S.C. CUST # CUSTOMER ADDRESS ST. CITY 0-TO-30 31-TO-60 61-TO-90 OVER-90 TOTAL BAL-DUE - ----------- -------- ------- --- ---- ------- -------- -------- ------- ------------- 09570 ASHLAND CHEMICAL 2351 CHANNEL TN MEMPHIS $27 $27.50 COMPANY AVE 04840 ASHLAND CHEMICAL 8901 OLD TX HOUSTON $260 $260.00 COMPANY GALVESTON RD CUST. TOTAL $59,365 38,439 5,896 7,055 110,755.86 13635 ASHLAND OIL & REFINING 200 NE 181ST FL MIAMI $48 $48.00 C STREET CUST. TOTAL 48 48.00 03025 ASHLAND PETROLEUM P O BOX 391 KY ASHLAND $39 $39.00 COMPAN CUST. TOTAL 39 39.00 89297 ASHTA CHEMICALS CO/ITS P O BOX 127 NJ MONMOUTH $836 $836.00 BEACH CUST. TOTAL 836 836.00 75147 ASHTA CHEMICALS, INC. 3509 MIDDLE OH ASHTABULA $900 $450 $950 $2,300.00 ROAD CUST. TOTAL 900 450 950 2,300.00 57067 ATCHISON TOPEKA & P O BOX 1674 KS TOPEKA $4,387- $4,387.03- SANTA CUST. TOTAL 4,387- $4,387.03- 83314 ATLANTIC CHEMICAL 11757 KATY TX HOUSTON $350 $350.00 INTL I FREEWAY CUST. TOTAL 350 350.00 87804 ATLANTIC COAST PLAINFIELD CT PLAINFIELD $10,251 $1,704 $11,955.50 POLYMERS INDUSTRIAL PK CUST. TOTAL 10,251 1,704 11,955.50 09219 ATLANTIC CONCRETE P O BOX 321 DE MILFORD $409 $346 $755.67 COMPAN CUST. TOTAL 409 346 755.67 16785 ATLANTIC CONTAINER 1629 THAMES MO BALTIMORE $100 $100.00 LINES ST 81316 ATLANTIC CONTAINER 28900 MI ROMULUS $1,350 $1,350.00 LINES HEILDEBRANDT RD 72348 ATLANTIC CONTAINER 50 CRAGWOOD NJ S PLAINFIELD $17,689 $5,659 $1,640 $2,051 $27,040.40 LINES ROAD CUST. TOTAL 17,689 5,659 1,640 3,501 28,490.40 10595 ATLANTIC CONTAINER 2170 N NJ ELIZABETH $3,627 $3,222 $431 $7,281.00 LINES FLEETING ST CUST. TOTAL 3,627 3,222 431 7,281.00 05000 ATLANTIC GELATIN HILL STREET MA WOBURN $27 $27.50 CUST. TOTAL 27 27.50 04862 ATLANTIC REF & 5145 SIMPSON PA MECHANICSBURG $1,446 $1,446.81 MARKETING FERRY ROAD CUST. TOTAL 1,446 1,446.81 81569 ATM INDUSTRIAL 1844 C TUCKER GA TUCKER $2,527 $2,527.30 CORPORATI INDUSTRIAL 81950 ATM INDUSTRIAL 5901 LINCOLN IL MORTON $293 $293.25 CORPORATI AVE GROVE CUST. TOTAL 2,820 2,820.55 80612 ATO AUSIMONT CROWN POINT NJ THOROFARE $4,379- $100 $4,279.00- RD & LEONARD CUST. TOTAL 4,379- 100 4,279.00- 83702 AUSIMONT USA INC 44 WHIPPANY NJ MORRISTOWN $900 $900.00 ROAD CUST. TOTAL 900 900.00
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S.C. CUST # CUSTOMER ADDRESS ST. CITY 0-TO-30 31-TO-60 61-TO-90 OVER-90 TOTAL BAL-DUE - ----------- -------- ------- --- ---- ------- -------- -------- ------- ------------- 88151 AUTO EXPRESS RAYON NO. 2810 MX MONTERREY $1,530 $1,530 $2,050 $5,110.20 HERCULES SA NTE NL CUST. TOTAL 1,530 1,530 2,050 5,110.20 11517 AUTO EXPRESS PROLONG MX MONTERREY $1,260 $9,000 $3,863 $14,123.70 MERCURIO SA VENUSTI CARR NL 320 CUST. TOTAL 1,260 9,000 3,863 14,123.70 81714 AUTO TRANSPORTES P O BOX 6249 TX LAREDO $30,028 $15,000 $31,204 $10,583 $86,815.90 RACAVE CUST. TOTAL 30,028 15,000 31,204 10,583 86,815.90 08851 AUTOLINEAS PROLONGACION MX SAN NICOLAS $28,350 $2,230 $5,711 $2,430 $38,721.60 REGIOMONTANAS DIAZ ORDAZ CUST. TOTAL 28,350 2,230 5,711 2,430 38,721.60 72913 AUTOSTYLE 5015 52ND ST MI GRAND RAPIDS $907 $907.50 S E CUST. TOTAL $907 $907.50 06760 AUTOSTYLE PLASTICS 5050 KENDRICK MI GRAND RAPIDS $55 $488 $543.00 S E CUST. TOTAL 55 488 $543.00 05087 AUTOSTYLE PLASTICS 109 COUNTY KY HOPKINSVILLE $1,475 $192 $1,667.50 INC ROAD CUST. TOTAL 1,475 192 1,667.50 85492 AVATAR CORPORATION 7728 W 99TH IL HICKORY HILLS $406 $406.36 STREET CUST. TOTAL 406 406.36 03562 AVERY CHEMICAL R D #2 BOX 70 PA MILL HALL $2,301 $861 $3,162.50 DIVISION CUST. TOTAL 2,301 861 3,162.50 14390 AVERY PRODUCTS CALLER OH PAINESVILLE $49,509 $9,890 $1,547 $60,946.25 CORP NUMBER 8002 CUST. TOTAL 49,509 9,890 1,547 60,946.25 86760 AXIM CONTRETE 8282 MIDDLE OH MIDDLE $2,268 $2,268.24 BRANCH RD BRANCH CUST. TOTAL 2,268 2,268.24 59324 AZON SYSTEMS INC 2204 RAVINE RD MI KALAMAZOO $55 $82 $55 $192.50 CUST. TOTAL 55 82 55 192.50 87848 B D P INTERNATIONAL 810-E OREGON MO LINTHICUM $130 $130.00 INC AVE 61203 B D P INTERNATIONAL 510 WALNUT PA PHILADELPHIA $989 $570 $1,559.19 INC STREET CUST. TOTAL 989 700 1,689.19 34980 B F GOODRICH BOX 15 IL HENRY $55 $55.00 CHEMICAL CO 35010 B F GOODRICH RT 130 SALEM NJ PEDRICKTOWN $110 $364 $474.00 CHEMICAL CO COUNTY 35050 B F GOODRICH 240 WEST OH AKRON $2,231 $675 $279 $3,186.50 CHEMICAL CO EMERLING AVENUE 35040 B F GOODRICH MOORE & OH AVON LAKE $1,429 $660 $2,089.44 CHEMICAL CO WALKER ST 35090 B F GOODRICH P O BOX 30559 OH CLEVELAND $2,339 $2,339.70 CHEMICAL CO 69449 B F GOODRICH P O BOX 30280 OH CLEVELAND $125 $125.00 CHEMICAL CO 87537 B F GOODRICH 9911 OH CLEVELAND $3,852 $3,852.00 CHEMICAL CO BRECKSVILLE ROAD CUST. TOTAL 8,478 2,215 404 1,024 12,121.64 02111 B P CHEMICALS INC 12335 S VAN CA HAWTHORNE $247 $247.50 NESS 62622 B P CHEMICALS INC NEWBURG NJ HACKETTSTOWN $3,052 $3,052.95 ROAD 01400 B P CHEMICALS INC 200 OH CLEVELAND $196 $196.39 PUBLIC SQUARE
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TOTAL S.C. CUST# CUSTOMER ADDRESS ST. CITY 0-TO-30 31-TO-60 61-TO-90 OVER 90 BAL-DUE - ---- ----- -------- ------- --- ---- ------- -------- -------- ------- ------- 66177 B P CHEMICALS INC FT AMANDA & OH LIMA $1,281 $56- $1,224.24 ADGATE ROAD CUST. TOTAL 1,281 3,440 4,721.08 06293 B P OIL CORPORATION HIGHWAY 23 LA ALLIANCE $200 $200.00 53026 B P OIL CORPORATION P O BOX 395 LA BELLE CHASSE $899 $1,003 $1,902.50 16509 B P OIL CORPORATION P O BOX 428 PA MARCUS HOOK $55 $55.00 04193 B P OIL CORPORATION HUNTING PARK PA PHILADELPHIA $1,759 $252 $2,011.74 AVE & G STR CUST. TOTAL 2,858 1,003 307 4,169.24 88862 BABCOCK AND WILCOX 581 ON CAMBRIDGE $6,741 $2,097 $8,838.74 CORONATION BLVD CUST. TOTAL 6,741 2,097 8,838.74 63051 BABOCK & WILSON 640 KEYSTONE OH ALLIANCE $4,571 $4,571.00 STREET CUST. TOTAL 4,571 4,571.00 87183 BADGER MINING CO COUNTY WI TAYLOR $412 412.50 HIGHWAY P CUST. TOTAL 412 412.50 86305 BADGER PAPER COMPANY P O BOX 1043 OH DAYTON $82 $82.50 CUST. TOTAL 82 82.50 88558 BAKER PERFORMANCE 103 INDUSTRIAL LA RAYNE $1,848 $926 $2,774.50 CHEMIC 81884 BAKER PERFORMANCE C.O WITCO TX FORTH WORTH $27 $27.50 CHEMIC CORPORATION 47930 BAKER PERFORMANCE 3920 ESSEX TX HOUSTON $44,829 $20,681 $19,219 $9,725 $94,455.87 CHEMIC LANE CUST. TOTAL 46,705 21,608 19,219 9,725 97,257.87 83877 BAKOR INC 10 BOUL PQ VILLE ST PIERR $21,605 $34,741 $4,372 $11,222 $71,941.18 GAURON CUST. TOTAL 21,605 34,741 4,372 11,222 71,941.18 89286 BALTIMORE CITY WATER WASHINGTON MD BALTIMORE $1,260 $1,260.00 DEP BLVD CUST. TOTAL 1,260 1,260.00 72579 BALTIMORE SPECIALTY 3501 EAST MD BALTIMORE $55 $55.00 STEEL BIDDLE ST CUST. TOTAL 55 55.00 08203 BAMBERGER POLYMERS 1983 MARCUS NY LAKE SUCCESS $1,875 $292 $412 $2,580.00 AVE CUST. TOTAL 1,875 292 412 2,580.00 21000 BANITE INC 47 EAST NY BUFFALO $3,414 $3,414.00 MARKET STREET CUST. TOTAL 3,414 3,414.00 07030 BARCROFT COMPANY P O BOX 481 DE LEWES $3,045 $3,045.00 CUST. TOTAL 3,045 3,045.00 84371 BAROID DRILLING FLUIDS MAGNET COVE AR MALVERN $27 $27.50 CHEM PLANT CUST. TOTAL $27 27.50 07632 BARR COMPANY 6100 WEST IL NILES $4,955 $4,955.00 HOWARD STREET CUST. TOTAL 4.955 4,955.00 57870 BARRE NATIONAL 7205 WINDSOR MD BALTIMORE $55 $206 $261.25 BLVD CUST. TOTAL 55 206 261.25
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TOTAL S.C. CUST# CUSTOMER ADDRESS ST. CITY 0-TO-30 31-TO-60 61-TO-90 OVER 90 BAL-DUE - ---- ----- -------- ------- --- ---- ------- -------- -------- ------- ------- 89139 BARRERA FORWARDING 8401 LOS TX LAREDO $360 $360.00 AND S CRUCES CUST. TOTAL 360 360.00 04105 BARTON SOLVENTS INC P O BOX 221 IA DES MOINES $5,536 $5,536.21 CUST. TOTAL 5,536 5,536.21 80680 BASF CANADA INC 369 RAILWAY AB BLACKIE $82 $82.50 STATION RD 74581 BASF CANADA INC 345 ON TORONTO $2,732 $80 $2,812.26 CARLINGVIEW CUST. TOTAL 2,732 162 2,894.76 56436 BASF CORPORATION P O BOX 287 IN WARSAW $46 $46.00 86088 BASF CORPORATION P O BOX 457 LA GEISMAR $608 $137- $471.25 86089 BASF CORPORATION P O BOX 457 LA GEISMAR $425 $425.50 86092 BASF CORPORATION P O BOX 457 LA GEISMAR $3,865 $3,865.00 86093 BASF CORPORATION P O BOX 457 LA GEISMAR $20 $80 $100.00 86094 BASF CORPORATION P O BOX 457 LA GEISMAR $2,828 $315 $331 $185 $3,660.25 86095 BASF CORPORATION P O BOX 457 LA GEISMAR $82 $82.50 89716 BASF CORPORATION P O BOX 457 LA GEISMAR $10,030 $125 $10,155.00 90260 BASF CORPORATION P O BOX 457 LA GEISMAR $20,565 $470 $21,035.52 50441 BASF CORPORATION 13000 LEVAN MI LIVONIA $7,022 $330 $495 $5,154 $13,001.55 ROAD 90290 BASF CORPORATION 1609 BIDDLE MI WYANDOTTE $2,797 $50- $2,747.00 AVENUE 04338 BASF CORPORATION P O BOX 668836 NC CHARLOTTE $506 $506.00 69679 BASF CORPORATION P O BOX 13528 NC RES TRIANGLE $10,712 $10,712.81 87012 BASF CORPORATION P O BOX 13528 NC RES TRIANGLE $9,434 $724 $934 $210 $11,302.00 05990 BASF CORPORATION 1255 BROAD NJ CLIFTON $2,323 $302 $2,625.50 STREET 67997 BASF CORPORATION 1065 NJ JAMESBURG $5,000 $5,000.00 CRANBURY ROAD 18405 BASF CORPORATION 100 CHERRY NJ PARSIPPANY $26,891 $1,020 $5,729 $615 $34,246.46 HILL ROAD 78930 BASF CORPORATION 100 CHERRY NJ PARSIPPANY $577 $577.50 HILL ROAD 86253 BASF CORPORATION 100 CHERRY NJ PARSIPPANY $302 $302.50 HILL ROAD 88445 BASF CORPORATION 100 CHERRY NJ PARSIPPANY $1,920 $1,920.00 HILL ROAD 16099 BASF CORPORATION P O BOX 2273 NJ RAHWAY $332,297 $23,199 $32,730 $23,526 $411,753.38 04868 BASF CORPORATION 36 RIVERSIDE NY RENSSELAER $9,124 $2,544 $3,796 $55- $15,410.00 AVENUE 01274 BASF CORPORATION 370 FRANKFORT PA MONACA $13,201 $7,206 $6,418 $1,251 $28,076.75 ROAD 03580 BASF CORPORATION P O BOX 488 SC CENTRAL $910 $690 $1,600.00 88443 BASF CORPORATION FIBERS DIV SC CENTRAL $2,600 $2,600.00 23616 BASF CORPORATION P O BOX 2108 SC SPARTANBURG $1,936 $190 $2,126.75 82286 BASF CORPORATION 3805 AMICOLA TN CHATTANOOGA $1,095 $1,095.00 HGHWY 50371 BASF CORPORATION 1216 TREND TX CARROLLTON $140 $140.00 DRIVE 23920 BASF CORPORATION 602 COPPER TX FREEPORT $106 $303 $409.50 ROAD* 09831 BASF CORPORATION 24TH STREET & WV HUNTINGTON $125 $125.00 5TH AVENUE CUST. TOTAL 462,749 35,933 50,817 36,627 586,128.72 43360 BASF INMONT 200 GREGG NJ LODI $2,139 $2,139.00 CORPORATION STREET 55136 BASF INONT 845 ON WINDSOR $412 $247 $660.00 CORPORATION WYANDOTTE STREET WES CUST. TOTAL 412 247 2,139 2,799.00 58983 BASF INMONT DIV PLAN P O BOX 1158 PA CORAOPOLIS $2,712 $2,712.00 052 09682 BASF INMONT DIV PLAN P O BOX 1158 PA CORAOPOLIS $414 $414.00 055 CUST. TOTAL 2,712 414 3,126.00 07557 BATESVILLE CASKET MONOGARD TN MANCHESTER $959 $959.00 COMPANY ROAD CUST. TOTAL 959 959.00
JOB-RCPMO5 FNR 5/02/93 CO-CODE: 0 AGED ACCOUNTS RECEIVABLE ENDING-DATE 5/01/93 PAGE # 16
TOTAL S.C. CUST# CUSTOMER ADDRESS ST. CITY 0-TO-30 31-TO-60 61-TO-90 OVER 90 BAL-DUE - ---- ----- -------- ------- --- ---- ------- -------- -------- ------- ------- 25878 BATTENFIELD AMERICA 1575 CLINTON STREET NY BUFFALO $1,874 $1,874.00 CUST. TOTAL.... 1,874 1,874.00 70609 BAXTER PHARMASEAL 2301 BUFFALO ROAD TN JOHNSON CITY $656 $656.00 CUST. TOTAL..... 656 656.00 76427 BAY CHEMICAL CO 4119 GUNN HWY, SUITE 28 FL TAMPA $475 $475.00 CUST. TOTAL..... 475 475.00 84309 BAY SHORE VINYL COMPOUND P O BOX 430 NJ TENNENT $27 $27.50 CUST. TOTAL..... 27 27.50 87342 BAYER CANADA INC 77 BELFIELD ROAD ON ETOBICOKE $8,434 $8,434.40 CUST. TOTAL..... 8,434 8,434.40 03670 BAYPORT CHEMICAL 223 NORTH BROCKMAN STREE TX PASADENA $247 $247.50 CUST. TOTAL..... 247 247,50 26530 BAYWAY REFINING COMPANY P O BOX 94 NJ LINDEN $1,237 $1,223 $1,212 $3,673.45 CUST. TOTAL..... 1,237 1,223 1,212 3,673.45 C 16182 BEAR ISLAND PAPER P O BOX 2119 VA ASHLAND $25 $25.00 CUST. TOTAL..... 25 25.00 27535 BEATRICE FOODS 1002 MC ARTHUR ROAD PA WHITEHALL $1,424 $1,424.50 CUST. TOTAL..... 1,424 1,424.50 72403 BEAULIEU NYLON P O BOX 1060 AL BRIDGEPORT $27 $96 $123.50 CUST. TOTAL..... 27 96 123.50 23649 BEAVER ADHESIVES 4400 EDGEWYN AVENUE OH HILLIARD $728 $726 $1,454.00 CUST. TOTAL..... 728 726 1,454.00 85777 BEAZER EAST INC 436 7TH STREET PA PITTSBURGH $2,047 $2,047.50 CUST. TOTAL..... 2,047 2,047.50 80952 BECKETT PAPER 400 DAYTON STREET OH HAMILTON $1,948 $1,948.10 CUST. TOTAL..... 1,948 1,948.10 86888 BEECHFORK PROCESSING P O BOX 190 KY LOVELY $577 $577.50 CUST. TOTAL..... 577 577.50 55714 BEERS 170 N CANAL STREET PA WALNUTPORT $126 $126.20 CUST. TOTAL..... 126 $126.20 89948 BEHAN WELL SERVICE P O BOX 393 PA LEWIS RUN $320 $320.00 CUST. TOTAL..... 320 320.00 14028 BEIRSDORF INC 360 MARTIN LUTHER KING H CT S NORWALK $1,653 $872 $2,525.00 CUST. TOTAL..... 1,653 872 2,525.00 86557 BELMONT PLATING 3410 RIVER ROAD IL FRANKLIN PARK $27 $27 $247 $302.50 CUST. TOTAL..... 27 27 247 302.50
JOB-RCPMO5 FNR 5/02/93 CO-CODE: 0 AGED ACCOUNTS RECEIVABLE ENDING-DATE 5/01/93 PAGE # 17
TOTAL S.C. CUST# CUSTOMER ADDRESS ST. CITY 0-TO-30 31-TO-60 61-TO-90 OVER 90 BAL-DUE - ---- ----- -------- ------- --- ---- ------- -------- -------- ------- ------- 62227 BELOIT CORPORATION 1165 PRAIRIE HILL RD IL ROCKTON $192 $192.50 CUST. TOTAL..... 192 192.50 10535 BENBOW CHEMICAL PACKAGIN 935 EAST HIAWATHA BLVD NY SYRACUSE $2,447 $2,447.00 CUST. TOTAL..... 4,447 2,447.00 82266 BENCKISER CONSUMER PRODU 21702 E HURON RIVER DRIV MI ROCKWOOD $27 $322 $350.00 CUST. TOTAL..... 27 322 350.00 08370 BENJAMIN MOORE & COMPANY 134 LISTER AVE/ALKYD DEP NJ NEWARK $27 $27.50 CUST. TOTAL..... 27 27.50 05572 BENZSAY & HARRISON RAILROAD AVE NY DELANSON $6,924 $6,924.80 CUST. TOTAL..... 6,924 6,924.80 22074 BERCEN CHEMICAL COMPANY EDEN CHURCH ROAD LA DENHAM SPRINGS $525 $262 $1,050 $1,837.50 CUST. TOTAL..... 525 262 1,050 1,837.50 12594 BERLIN & JONES COMPANY 2 EAST UNION AVENUE NJ E RUTHERFORD $123 $123.75 CUST. TOTAL..... 123 123.75 84484 BERLISS BEARING COMPANY 644 W MT PLEASANT AVE NJ LIVINGSTON $247 $247.50 CUST. TOTAL..... 247 247.50 03224 BETHLEHEM STEEL CORP 1170 EIGHTH AVE PA BETHLEHEM $4,567 $4,567.50 08700 BETHLEHEM STEEL CORP BOX 500/ACCTS PAYABLE PA BETHLEHEM $82- $82.50- 76324 BETHLEHEM STEEL CORP P O BOX 5700 PA BETHLEHEM 730 $730.00 CUST. TOTAL..... 4,567 647 5,215.00 01040 BETZ LABORATORIES INC 333 SOUTH LOMBARD ROAD IL ADDISON $701 $701.87 01865 BETZ LABORATORIES INC AIRLINE HWY & ROSENWALD LA RESERVE $874 $652 $1,526.91 68613 BETZ LABORATORIES INC 170 FORBES ROAD MA BRAINTREE $81,159 $656 $1,436 $118 $83.371.70 87499 BETZ LABORATORIES INC INTERNATIONAL BILLING ON MA BRAINTREE $3,271 $11,550 $14,821.25 16275 BETZ LABORATORIES INC 2118 REISER AVENUE OH NEW PHILADELPH $4,729 $975 $1,227 $6,932.02 89699 BETZ LABORATORIES INC 3026 SOLANDT ON KANATA $4,229 $4,229.71 08910 BETZ LABORATORIES INC 4636 SOMERTON ROAD PA TREVOSE $82 $275 $357.50 55020 BETZ LABORATORIES INC 818 SOUTH 32ND STREET WA WASHOUGAL $9,200 $9,200.10 CUST. TOTAL.... 104,248 13,456 3,317 118 121,141.06 08373 BETZ PAPERCHEM INC 7510 BAYMEADOWS WAY FL JACKSONVILLE $1,499 $1,218 $2,718.12 74574 BETZ PAPERCHEM INC 7525 NORTH EAST IND BLVD GA MACON $27 $82 $110.00 CUST. TOTAL.... 1,527 82 1,218 2,828.12 74015 BIBB MANUFACTURING OSPREY PLANT GA PORTERDALE $446 $446 $870 $1,762.00 CUST. TOTAL.... 446 446 870 1,762.00 04191 BIG THREE INDUSTRIES 1711 FARM ROAD 523 TX FREEPORT $137 $137.50 08003 BIG THREE INDUSTRIES 11400 BAY AREA BLVD TX PASADENA $537- $537.00- CUST. TOTAL..... 399- 399.50- 11997 BIO LAB 1735 DOGWOOD AVENUE GA CONYERS $247 $247.50 CUST. TOTAL..... 247 247.50
JOB-RCPMO5 FNR 5/02/93 CO-CODE: 0 AGED ACCOUNTS RECEIVABLE ENDING-DATE 5/01/93 PAGE # 18
S.C. TOTAL CUST# CUSTOMER ADDRESS ST. CITY 0-TO-30 31-TO-60 61-TO-90 OVER 90 BAL-DUE - ----- -------- ------- --- ---- ------- -------- -------- ------- ------- 82492 BIOCRAFT LABORATORIES 5000 CHRISTOPHER DRIVE MO MEXICO $707 $707.50 81979 BIOCRAFT LABORATORIES 18-01 RIVER BEND NJ FAIR LAWN $4,653 $477 $768 $28- $5,870.50 CUST. TOTAL 4,653 1,184 768 28- 6,578.00 81505 BLACK BEAR COMPANY 27-10 HUNTERS POINT AVE NY LONG ISLAND CI $190 $190.00 CUST. TOTAL 190 190.00 09350 BLACKMAN UHLER CHEMICAL BLDG 2 CROFT IND AREA SC SPARTANBURG $552 $422 $974.00 CUST. TOTAL 552 422 974.00 89478 BLANCHESTER FMC INC P O BOX 155 OH BLANCHESTER $598 $598.00 CUST. TOTAL 598 598.00 83392 BLANIN PAPER COMPANY 115 FIRST ST SW MN GRAND RAPIDS $3,304 $3,304.23 CUST. TOTAL 3,304 3,304.23 00081 BLOCKSOM & COMPANY P O BOX 477 IN MICHIGAN CITY $225 $45 $270.00 CUST. TOTAL 225 45 270.00 17733 BLUE CIRCLE CEMENT INC 5700 CHEMICAL ROAD MD BALTIMORE $54,026 $2,797 $39- $155- $56,629.43 04990 BLUE CIRCLE CEMENT INC. BOX 3 NY RAVENA $55 $55.00 CUST. TOTAL 54,026 2,852 39- 155- 56,684.43 09483 BLUE GRASS CHEMICAL 895 INDUSTRIAL BLVD IN NEW ALBANY $2,950 $1,092 $4,042.00 52987 BLUE GRASS CHEMICAL 16703 GRANT ROAD TX CYPRESS $120 $572 $80 $40 $812.66 CUST. TOTAL 3,070 1,664 80 40 4,854.66 57829 BOC GROUP 1500 EAST ROUTE A MO WENTZVILLE $2,641 $1,981 $4,622.80 CUST. TOTAL 2,641 1,981 4,622.80 02987 BOEHME FILATEX INC RT 11 BOX 5 NC REIDSVILLE $822 $822.80 CUST. TOTAL 822 822.80 28703 BOISE CASCADE P O BOX 128 LA FLORIEN $90 $90.00 08127 BOISE CASCADE PAPER GROUP ME RUMFORD $1,725 $1,725.00 CUST. TOTAL 1,815 1,815.00 81688 BOLIDEN INTERTRADE HYW 68 TN COPPERHILL $55- $55.00- CUST. TOTAL 55- 55.00- 55317 BOND COTE INC P O BOX 729 VA PULASKI $27 $27.50 CUST. TOTAL 27 27.50 81892 BONLAM S A DE C V EJE 128/APT 584 MX SAN LUIS POTOS $830 $830.00 CUST. TOTAL 830 830.00 06160 BORDEN & REMINGTON P O BOX 2573 MA FALL RIVER $52 $82- $29.98- CUST. TOTAL 52 82- 29.98- 08604 BORDEN CHEMICAL P O BOX 27 IL ILLIOPOLIS $2,752 $2,752.37 17966 BORDEN CHEMICAL P O BOX 17602 MO SAINT LOUIS $83,493 $3,215 $4,202 $90,911.55 10050 BORDEN CHEMICAL P O BOX 410 NC FAYETTEVILLE $110 $220 $330.00
JOB-RCPMO5 FNR 5/02/93 CO-CODE: 0 AGED ACCOUNTS RECEIVABLE ENDING-DATE 5/01/93 PAGE # 18
S.C. TOTAL CUST# CUSTOMER ADDRESS ST. CITY 0-TO-30 31-TO-60 61-TO-90 OVER 90 BAL-DUE - ----- -------- ------- --- ---- ------- -------- -------- ------- ------- 87685 BORDEN CHEMICAL C/O ASTRO INDUSTRIES NC MORGANTON $678 $678.89 CUST. TOTAL 87,034 3,435 4,202 94,672.81 82862 BORDEN INC 6200 COMP GROUND ROAD KY LOUISVILLE $591 $27 $618.75 CUST. TOTAL 591 27 618.75 87686 BOROUGH OF BROOKLYN FATLANDS AVE & HENDRIX S NY BROOKLYN $900 $900.00 CUST. TOTAL 900 900.00 87774 BOROUGH OF MANHATTAN WARDS ISLAND WPCP NY WARDS ISLAND $75 $75.00 CUST. TOTAL 75 75.00 87775 BOROUGH OF QUEENS 150TH AVE & 134 ST NY JAMAICA $350 $350.00 CUST. TOTAL 350 350.00 87553 BOSTON EDISON STATION 509 MA CAMBRIDGE $552 $552.50 CUST. TOTAL 552 552.50 03870 BOSTON EDISON COMPANY P O BOX 488 IN BOSTON $52 $52.52 05252 BOSTON EDISON COMPANY 173 ALFORD STREET MA CHARLESTOWN $52 $52.52 CUST. TOTAL 105 105.04 05614 BOWATER CAROLINA CO P O BOX 7 SC CATAWBA $1,975 $1,975.18 CUST. TOTAL 1,975 1,975.18 10490 BOWATER SALES P O BOX 7/TRAFFIC DEPT SC CATAWBA $1,023- $1,023.00- CUST. TOTAL 1,023- 1,023.00- 87939 BREAUX PETROLEUM PRODUCT P O BOX 160 LA LOCKPORT $36 $36.00 CUST. TOTAL 36 36.00 65730 BRICK TOWNSHIP MUNICIPAL FORGE POND ROAD NJ BRICK TOWN $26 $26.00 CUST. TOTAL 26 26.00 83158 BRIGHTS ASSOCIATES P O BOX 736 NY TONAWANDA $1,175 $1,175.00 CUST. TOTAL 1,175 1,175.00 11010 BRISTOL MYERS COMPANY THOMPSON ROAD BLDG 20 NY E SYRACUSE $150 $220 $370.00 13890 BRISTOL MYERS COMPANY P O BOX 4755/ACCT/PAYABL NY SYRACUSE $50 $50.00 CUST. TOTAL 200 220 420.00 51685 BRITZ CHEMICAL COMPANY P O BOX 60011 CA FRESNO $804 $804.34 CUST. TOTAL 804 804.34 80160 BROUCK PLASTICS P O BOX 428 IL LEMONT $371 $371 $742.00 CUST. TOTAL 371 371 742.00 01284 BROWN & WILLIAMSON CO 2600 WEAVER ROAD GA MACON $75 $75.00 09858 BROWN & WILLIAMSON CO P O BOX 35090 KY LOUISVILLE $7,015 $4,650 $11,665.00 CUST. TOTAL 7,090 4,650 11,740.00 08731 BROWN CHEMICAL COMPANY 302 WEST OAKLAND AVENUE NJ OAKLAND $776 $78 $247 $933 $2,036.48 CUST. TOTAL 776 78 247 933 2,036.48
JOB-RCPMO5 FNR 5/02/93 CO-CODE: 0 AGED ACCOUNTS RECEIVABLE ENDING-DATE 5/01/93 PAGE # 20
S.C. CUST# CUSTOMER ADDRESS ST. CITY 0-TO-30 31-TO-60 61-TO-90 OVER-90 TOTAL BAL-DUE - --- ----- -------- ------- --- ---- ------- -------- -------- ------- ------------- 01960 BROWN MATT FWG 1385 CHEERS BLVD TX BROWNSVILLE $5,150 $720 $5,870.00 CUST. TOTAL..... 5,150 720 5,870.00 89532 BROWNING & FERRIS IND/CE 5092 ABER ROAD OH WILLIAMSBURG $1,206 $8,487 $9,693.50 71066 BROWNING & FERRIS INDUST P O BOX 1237 MO MARYLAND HEIGH $990 $990.00 CUST. TOTAL..... 2,196 8,487 10,683.50 75029 BROWNING FERRIS INDUSTRI P O BOX 3151 TX HOUSTON $10,135 $10,135.00 CUST. TOTAL..... 10,135 10,135.00 17545 BRUNING PAINT COMPANY FLEET & HAVEN STREETS MD BALTIMORE $137 $137.50 CUST. TOTAL..... 137 137.50 87328 BRUSH WELLMAN P O BOX 13020 KY LEXINGTON $1,608 $1,608.42 53577 BRUSH WELLMAN BOX 973 PA READING $55 $55.00 CUST. TOTAL..... 1,608 55 1,663.42 52738 BRYSON RECOVERY SERVICES 411 BURTON ROAD SC LEXINGTON $10,448 $10,448.07 CUST. TOTAL..... 10,448 10,448.07 07646 BTL SPECIALTY RESINS COR P O BOX 598 IL BLUE ISLAND $4,379 $4,379.88 CUST. TOTAL..... 4,379 4,379.88 04775 BUCKBEE MEARS COMPANY P O 189 NY CORTLAND $3,176 $361 $3,537.00 CUST. TOTAL..... 3,176 361 3,537.00 89913 BUCKEYE CELLULOSE CO 5100 POPLAR AVENUE TN MEMPHIS $220 $220.00 CUST. TOTAL..... 220 220.00 90016 BUCKEYE PIPE LINE CO CONSTRUCTION DEPT PA EMMAUS $397 $397.48 CUST. TOTAL..... 397 397.48 06823 BUCKMAN LABORATORIES P O BOX 200 MO CADET $1,487 $3,148 $797 $5,432.75 11830 BUCKMAN LABORATORIES 1256 NO MCLEAN BLVD TN MEMPHIS $12,756 $7,539 $20,295.60 CUST. TOTAL..... 14,243 10,688 797 25,728.35 11940 BUFFALO COLOR CORPORATIO P O BOX 7027 NY BUFFALO $26,672 $6,687 $1,061 $34,421.38 CUST. TOTAL..... 26,672 6,687 1,061 34,421.38 00604 BULK CHEMICAL INC P O BOX 186 PA MOHRSVILLE $27 $27.50 CUST. TOTAL..... 27 27.50 86792 BULK CONNECTION INC 15 ALLEN STREET CT MYSTIC $1,632 $1,585 $3,218.00 CUST. TOTAL..... 1,632 1,585 3,218.00 67962 BULK CONNECTIONS P O BOX 977 MA BELCHERTOWN $69- $69.00- CUST. TOTAL..... 69- 69.00- 24515 BULK DISTRIBUTION 1292 FERN VALLEY ROAD KY LOUISVILLE $371 $371.06 CUST. TOTAL..... 371 371.06 72700 BULK MATERIALS INTERNATI P O BOX 256 CT NEWTOWN $4,486 $641 $5,127.96 CUST. TOTAL..... 4,486 641 5,127.96
JOB-RCPMO5 FNR 5/02/93 CO-CODE: 0 AGED ACCOUNTS RECEIVABLE ENDING-DATE 5/01/93 PAGE # 21
S.C. CUST# CUSTOMER ADDRESS ST. CITY 0-TO-30 31-TO-60 61-TO-90 OVER-90 TOTAL BAL-DUE - --- ----- -------- ------- --- ---- ------- -------- -------- ------- ------------- 26929 BULKHAUL USA INC 6 COMMERCE DRIVE NJ CRANFORD $22,812 $9,547 $5,400 $7,210 $44,970.92 CUST. TOTAL..... 22,812 9,547 5,400 7,210 44,970.92 88475 BUNKER HILL PLASTICS INC 500 RUTHERFORD AVENUE MA CHARLESTOWN $27 $27.50 CUST. TOTAL..... 27 27.50 54339 BURLINGTON INDUSTRIES TURNER ROAD NC MAYODAN $1,221 $1,221.90 CUST. TOTAL..... 1,221 1,221.90 73457 BURNETT ASSOCIATES LTD 5928 COURT STREET ROAD NY SYRACUSE $2,280 $1,863 $4,143.74 CUST. TOTAL..... 2,280 1,863 4,143.74 12690 BURRIS CHEMICAL COMPANY 4210 AZALEA DRIVE SC CHARLESTON $429 $429.00 CUST. TOTAL..... 429 429.00 83683 BURROWS PAPER CORP LYONSDALE ROAD NY LYONS FALLS $1,628 $1,628.72 CUST. TOTAL..... 1,628 1,628.72 89846 BUTTERBALL TURKEY CORP MO CARTHAGE $1,385 $1,385.50 CUST. TOTAL..... 1,385 1,385.50 27228 BYK CHEMIE USA INC 524 SOUTH CHERRY STREET CT WALLINGFORD $474 $474.00 CUST. TOTAL..... 474 474.00 66727 C B FLEET COMPANY INC 4615 MURRAY PLACE VA LYNCHBURG $27 $27.50 CUST. TOTAL..... 27 27.50 69360 C D R PIGMENTS & DISPERS 75 FRONT ST PA RIDGWAY $41 $41.25 CUST. TOTAL..... 41 41.25 05086 C H PATRICK & COMPANY TANNER DRIVE SC TAYLORS $1,992 $1,992.33 CUST. TOTAL..... 1,992 1,992.33 80953 C J R PROCESSING 2323 S MT PROSPECT RD IL DES PLAINES $110- $110.00- CUST. TOTAL..... 110- 110.00- 84563 C L HATHAWAY AND SON INC 638 SUMMER STREET MA LYNN $110 $110.00 CUST. TOTAL..... 110 110.00 53219 C P C INTERNATIONAL WHITE PINES ROAD IL OREGON $778 $778.00 CUST. TOTAL..... 778 778.00 56996 C P CHEMICALS INC 25 HOME STREET NY WHITE PLAINS $137 $137.50 CUST. TOTAL..... 137 137.50 19568 C P HALL COMPANY 4460 HUDSON DRIVE OH STOW $55 $55.00 CUST. TOTAL..... 55 55.00 58804 C P I ENGINEERING SERVIC P O BOX 1666 MI MIDLAND $12,668 $222- $12,446.00 CUST. TOTAL..... 12,668 222- 12,446.00 23251 C P S CHEMICALS P O BOX 2107 AR W MEMPHIS $150 $150.00
JOB-RCPMO5 FNR 5/02/93 CO-CODE: O AGED ACCOUNTS RECEIVABLE ENDING-DATE 5/01/93 PAGE# 22 S.C. CUST# CUSTOMER ADDRESS ST. CITY 0-TO-30 31-TO-60 61-TO-90 OVER-90 TOTAL BAL-DUE - ----- -------- ------- --- ---- ------- -------- -------- ------- ------------- 12820 CPS CHEMICALS PO BOX 162 NJ OLD BRIDGE $4,329 $577 $495 $5,829 $11,232.07 CUST. TOTAL 4,479 577 495 5,829 11,382.07 86791 CR SEMLER INCORPORATED 11664 MAPLEVILLE RD MD SMITHSBURG $142 $142.00 CUST. TOTAL 142 142.00 11765 CSA LTD 16210 W MONTGOMERY ROAD TX HOUSTON $100 $100.00 CUST. TOTAL 100 100.00 82117 CSX TRANSPORTATION 301 NORTH CHARLES STREET MD BALTIMORE $1,360 $1,360.00 CUST. TOTAL 1,360 1,360.00 10564 CABOT CORPORATION 157 CONCORD ROAD BLDG 3 MA BILLERICA $2,450 $2,450.50 42245 CABOT CORPORATION COUNTY LINE ROAD PA BOYERTOWN $26 $26.26 01101 CABOT CORPORATION BEAVER RUN ROAD BOX 1A PA REVERE $5,244 $5,244.00 CUST. TOTAL 7,720 7,720.76 85775 CAL WAX CORP 155 NORTH ASPAN AVENUE CA AZUSA $985 $968 $1,954.60 CUST. TOTAL 985 968 1,954.60 63307 CALABRIAN CORPORATION 15600 JFK BOULEVARD TX HOUSTON $675 $675.00 14677 CALABRIAN CORPORATION HOGABOOM ROAD TX PORT NECHES $3,885 $3,885.60 CUST. TOTAL 3,885 675 4,560.60 89709 CALCIQUEST INC 1891 I-85 SERVICE RD NC CHARLOTTE $4,300 $4,300.48 CUST. TOTAL 4,300 4,300.48 51456 CALGON CARBON COMPANY PO BOX 4448 PA PITTSBURGH $7,397 $7,397.20 86147 CALGON CARBON COMPANY PO BOX 717 PA PITTSBURGH $2,646 $2,646.48 CUST. TOTAL 10,043 10,043.68 12910 CALGON CORPORATION PO BOX 671 PA ELLWOOD CITY $27 $901 $385 $1,313.65 12950 CALGON CORPORATION PO BOX 817 PA PITTSBURGH $5,151 $5,151.15 55485 CALGON CORPORATION PO BOX 817 PA PITTSBURGH $1,313 $1,313.30 CUST. TOTAL 6,491 901 385 7,778.10 00208 CALGON VESTAL PO BOX 147 MO SAINT LOUIS $2,624 $1,309 $3,934.81 CUST. TOTAL 2,624 1,309 3,934.81 79913 CALIF CONSOLIDATED ENTER PO BOX 3134 NC WILMINGTON $27 $27.50 CUST. TOTAL 27 27.50 90223 CALIFORNIA CEDAR PRODUCT PO BOX 528 CA STOCKTON $611 $611.00 CUST. TOTAL 611 611.00 23150 CALIFORNIA OILS CORPORAT 1145 HARBOUR WAY SOUTH CA RICHMOND $412 $412.50 CUST. TOTAL 412 412.50 13010 CALLAHAN CHEMICAL COMPANY FILMORE & W BROAD ST NJ PALMYRA $45 $45.00 CUST. TOTAL 45 45.00 84526 CALLAWAY CHEMICAL COMPANY PO BOX 2335 GA COLUMBUS $82 $82.50
JOB-RCPMO5 FNR 5/02/93 CO-CODE: O AGED ACCOUNTS RECEIVABLE ENDING-DATE 5/01/93 PAGE# 23 S.C. CUST# CUSTOMER ADDRESS ST. CITY 0-TO-30 31-TO-60 61-TO-90 OVER-90 TOTAL BAL-DUE - ----- -------- ------- --- ---- ------- -------- -------- ------- ------------- 89565 CALLAWAY CHEMICAL COMPANY 6601 CANAL STREET GA COLUMBUS $137 $137.50 CUST. TOTAL 220 220.00 19409 CALUMET CHEMICAL CORP 119-14 14TH ROAD NY COLLEGE POINT $27 $27 $247 $302.50 CUST. TOTAL 27 27 247 302.50 27338 CAMCO CHEMICAL COMPANY 175 LONGWOOD ROAD SOUTH ON HAMILTON $2,481 $2,481.80 CUST. TOTAL 2,481 2,481.80 01774 CAMECO CORPORATION 1 ELDORADO PLACE ON PORT HOPE $58 $235 $294.25 CUST. TOTAL 58 235 294.25 13530 CANADA COLOR & CHEM INC 238 GLIDDEN ROAD ON BRAMPTON $2,527 $2,527.80 09613 CANADA COLOR & CHEM INC 80 SCARSDALE ROAD ON DON MILLS $79 $79.51 CUST. TOTAL 2,607 2,607.31 82149 CANADA RESOURCES DISTRIB 6225 CORONATION ST ON WINDSOR $110 $110.00 CUST. TOTAL 110 110.00 50821 CANADA SQUARE RESINS 940 LANSDOWNE AVENUE ON TORONTO $1,324 $1,324.14 CUST. TOTAL 1,324 1,324.14 53750 CANADA STARCH 800 JAMES STREET ON CARDINAL $19,689 $19,689.95 CUST. TOTAL 19,689 19,689.95 04660 CANADA WIRE & CABLE LTD PO BOX 29 KY LA GRANGE $192 $435 $628.00 CUST. TOTAL 192 435 628.00 85384 CANADIAN GYPSUM CO INC HWY 6 ON HAGERSVILLE $1,051 $1,051.28 CUST. TOTAL 1,051 1,051.28 11796 CANADIAN OXY CHEMICAL CO 100 DUNLOP STREET ON FORT ERIE $10,440 $1,219 $2,702 $14,362.95 CUST. TOTAL 10,440 1,219 2,702 14,362.95 77004 CANADIAN PACIFIC FOREST BOX 430 ON THUNDER BAY $55 $55.00 77625 CANADIAN PACIFIC FOREST 1155 MICALFE STREET PQ MONTREAL $4,318 $4,318.50 CUST. TOTAL 4,318 55 4,373.50 80651 CANAL ELECTRIC LIGHT CO 2421 CRANBERRY HWY MA WAREHAM $1,980 $1,980.20 CUST. TOTAL 1,980 1,980.20 88657 CANAMERA FOODS INC 30 WESTON ROAD ON TORONTO $26 $26.75 CUST. TOTAL 26 26.75 38420 CAPE INDUSTRIES HIGHWAY 421 NORTH NC WILMINGTON $1,620 $1,620.00 CUST. TOTAL 1,620 1,620.00 01858 CAPITAL RESIN CORPORATION PO BOX 07849 OH COLUMBUS $1,036 $1,036.94 CUST. TOTAL 1,036 1,036.94 85655 CAPITOL CEMENT 100 RIVERTON ROAD VA FRONT ROYAL $970 $82 $1,052.52 CUST. TOTAL 970 82 1,052.52
JOB-RCPMO5 FNR 5/02/93 CO-CODE: O AGED ACCOUNTS RECEIVABLE ENDING-DATE 5/01/93 PAGE# 24 S.C. CUST# CUSTOMER ADDRESS ST. CITY 0-TO-30 31-TO-60 61-TO-90 OVER-90 TOTAL BAL DUE - ----- -------- ------- --- ---- ------- -------- -------- ------- ------------- 21078 CAPITOL CEMENT CORP SOUTH QUEEN STREET WV MARTINSBURG $70,064 $15,806 $85,871.92 CUST. TOTAL 70,064 15,806 85,871.92 57160 CARBONAIRE PO BOX 163 PA PALMERTON $3,823 $1,687 $5,510.67 CUST. TOTAL 3,823 1,687 5,510.67 28839 CARDINAL ALUM 4005 OAKLAWN DRIVE KY LOUISVILLE $335 $335.00 CUST. TOTAL 335 335.00 13617 CARDINAL STABILIZERS INC 2010 S BELTLINE BOULEVARD SC COLUMBIA $96 96.00 CUST. TOTAL 96 96.00 28452 CARDOLITE CORPORATION 500 DOREMUS AVE NJ NEWARK $467 $467.50 CUST. TOTAL 467 467.50 88528 CARGAMEX LONDRES 38-4 PISO MX MEXICO DF MEXI $425 $425 $425 $2,225 $3,500.00 CUST. TOTAL 425 425 425 2,225 3,500.00 74284 CARGILL CORN PLANT PO BOX 13368 TN MEMPHIS $1,437 $1,437.23 CUST. TOTAL 1,437 1,437.23 62179 CARGILL INC 762 MARIETTA BLVD NW GA ATLANTA $25 $25.00 00700 CARGILL INC 71 BARNETT ROAD GA FOREST PARK $60,252 $14,965 $2,743 $392- $77,568.44 03361 CARGILL INC COUNTY ROAD T61 IA EDDYVILLE $192 $192.50 13870 CARGILL INC 100 COTTAGE AVE/LAKE MAR IL CARPENTERSVILL $3,302 $55 $3,357.04 25407 CARGILL INC PO BOX 1380 TX ENNIS $10,963 $630 $569 $12,162.87 CUST. TOTAL 74,709 15,620 3,313 337- 93,305.85 57891 CARLISLE CHEMICAL 5 MILITIA DRIVE MA LEXINGTON $663 $665 $1,328.00 CUST. TOTAL 663 665 1,328.00 50672 CARLISLE SYNTEC PO BOX 7000 PA CARLISLE $1,585 $1,585.33 CUST. TOTAL 1,585 1,585.33 62798 CARLISLE TIRE & RUBBER CO FACTORY & C STREETS PA CARLISLE $1,427 $1,427.64 CUST. TOTAL 1,427 1,427.64 66227 CARLOS LEFFLER INC PO BOX 278 PA RICHLAND $165- $165.24- CUST. TOTAL 165- 165.24- 83593 CARPLASTIC SA DE CV CARR APODACA V JUAREZ KM MX MONTERREY NL $360 $270 $3,375 $4,005.00 CUST. TOTAL 360 270 3,375 4,005.00 89979 CARRIER CORP CARYLE COMPRESSOR DIV NY SYRACUSE $5,498 $5,498.92 CUST. TOTAL 5,498 5,498.92 90105 CARRIER CORPORATION HWY 55 TN MORRISON $1,540 $1,540.00 CUST. TOTAL 1,540 1,540.00 06956 CARTER WALLACE INC HALF ACRE ROAD NJ CRANBURY $2,598 $2,598.90 CUST. TOTAL 2,598 2,598.90
JOB-RCPMO5 FNR 5/02/93 CO-CODE: O AGED ACCOUNTS RECEIVABLE ENDING-DATE 5/01/93 PAGE# 25 S.C. CUST# CUSTOMER ADDRESS ST. CITY 0-TO-30 31-TO-60 61-TO-90 OVER-90 TOTAL BAL DUE - ----- -------- ------- --- ---- ------- -------- -------- ------- ------------- 06519 CASCHEM INC 40 AVENUE A NJ BAYONNE $110 $577 $2,239 $2,926.50 CUST. TOTAL 110 577 2,239 2,926.50 63296 CASCO COMPANY 1100 GREEN VALLEY ROAD ON LONDON $80 $21 $42 $513 $658.05 CUST. TOTAL 80 21 42 513 658.05 88666 CASS TRANSPORT SERVICE PO BOX 17625 MO SAINT LOUIS $783 $783.00 CUST. TOTAL 783 783.00 68513 CASTING SUPPLY HOUSE 130-32 LENOX AVENUE CT STAMFORD $331 $331.25 CUST. TOTAL 331 331.25 74318 CASTROL INC PO BOX 1230 IL LANSING $1,484 $1,484.80 81025 CASTROL INC FIELDCREST AVENUE NJ EDISON $790 $790.78 59957 CASTROL INC 775 LOUIS DR PA WARMINSTER $16,021 $16,021.22 CUST. TOTAL 17,506 790 18,296.80 81794 CASTROL INDUSTRIAL CENTR 630 W WASHINGTON BLVD IL CHICAGO $2,775 $1,941- $833.48 11016 CASTROL INDUSTRIAL CENTR 149-162 GRANT ST IL N AURORA $46 $46.00 CUST. TOTAL 2,821 1,941- 879.48 88901 CATALYST GOLDEN BEAR 535 MADISON AVENUE NY NEW YEAR $7,794 $7,794.10 CUST. TOTAL 7,794 7,794.10 07074 CATERPILLAR TRACTOR CO FREIGHT PAYABLES LD 353 IL E PEORIA $1,382 $1,382.32 CUST. TOTAL 1,382 1,382.32 63110 CCL CUSTOM MANUFACTURING 1 WEST HEGELER LANE IL DANVILLE $75 $75.00 83500 CCL CUSTOM MANUFACTURING 1 WEST HEGELER LANE IL DANVILLE $890 $82 $2,762 $3,734.50 CUST. TOTAL 890 82 2,837 3,809.50 83844 CCL CUSTOM MFG 13 BETHRIDGE ROAD ON REXDALE $82 $27 $110.00 CUST. TOTAL 82 27 110.00 06083 CECOS INTERNATIONAL INC 27004 SOUTH FROST LA LIVINGSTON $50- $50.00- CUST. TOTAL 50- 50.00- 16780 CEDAR CHEMICAL CORP PO BOX 2749 AR W HELENA $560 $560.00 CUST. TOTAL 560 560.00 83065 CEDAR CONCEPT CORP 4392 S WOLCOTT IL CHICAGO $82 $82.50 CUST. TOTAL 82 82.50 69983 CELLO CHEMICAL COMPANY EXECUTIVE PLAZA NO 1/STE MD HUNT VALLEY $913 $913.50 CUST. TOTAL 913 913.50 78098 CENTERLINE INDUSTRIES INC 5380 BIRCHER BLVD MO SAINT LOUIS $460 $460.00 CUST. TOTAL 460 460.00 70725 CENTRAL PRODUCTS COMPANY 531 NO STILES ST NJ LINDEN $605 $626 $1,232.00 CUST. TOTAL 605 626 1,232.00
JOB-RCPMO5 FNR 5/02/93 CO-CODE: O A G E D A C C 0 U N T S R E C E I V A B L E ENDING-DATE 5/01/93 PAGE# 26 S.C.CUST# C U S T 0 M E R A D D R E S S ST. C I T Y 0-TO-30 31-TO-60 61-TO-90 OVER-90 TOTAL BAL-DUE 81361 CENTRAL STATES CAN CO 2101 9TH ST SW OH MASSILLON $572 $572.00 CUST. TOTAL ....... 572 572.00 56413 CENTURY ADHESIVES CO 802 HARMON AVE OH COLUMBUS $55 $55.00 CUST. TOTAL ....... 55 55.00 90094 CENTURY OIL ACQUISITION 53 S MAIN ST NY SPRING VALLEY $1,138 $1,138.25 CUST. TOTAL ....... 1,138 1,138.25 12877 CERTIFIED CHEMICAL CO P O BOX 2286 NJ CINNAMINSON $3,419 $3,419.40 CUST. TOTAL ....... 3,419 3,419.40 14444 CHALES R HABBART & SONS BOX 203 A/R F D 1 NJ SPARTA $9 $9.00 CUST. TOTAL ....... 9 9.00 76122 CHALLENGE INTERNATIONAL 5005 MITCHELLDALE ST TX HOUSTON $1,274 $5,499 $79 $2,844 $9,697.12 CUST. TOTAL ....... 1,274 5,499 79 2,844 9,697.12 28518 CHAMPION INTERNATIONAL HIGHWAY 29 FL CANTONMENT $10,640 $55 $10,695.00 15380 CHAMPION INTERNATIONAL P O BOX C-10 NC CANTON $27 $110 $5,049 $5,186.76 55203 CHAMPION INTERNATIONAL P O BOX 580 NC ROANOKE RAPIDS $1,549 $1,549.12 28248 CHAMPION INTERNATIONAL P O BOX 149 TX LUFKIN $1,769- $1,769.20- 11181 CHAMPION INTERNATIONAL 11611 5TH STREET TX SHELDON $230- $230.00- CUST. TOTAL ....... 12,216 110 55 3,050 15,431.68 05402 CHAMPION PAPER COMPANY 101 KNIGHTSBRIDGE DRIVE OH HAMILTON $4,550 $4,550.00 CUST. TOTAL ....... 4,550 4,550.00 85340 CHARDON OIL CO INC 420 WATER STREET OH CHARDON $27 $27.50 CUST. TOTAL ....... 27 27.50 65421 CHARLOTTE CHEM 7625 SCENIC HWY LA BATON ROUGE $150 $150.00 CUST. TOTAL ....... 150 150.00 88938 CHEATHAM CHEMICAL 1550 ROADHAVEN DRIVE GA STONE MOUNTAIN $55 $546 $687 $1,288.50 CUST. TOTAL ....... 55 546 687 1,288.50 09113 CHEM TREND INCORPORATED 3205 EAST GRAND RIVER MI HOWELL $2,416 $2,416.80 CUST. TOTAL ....... 2,416 2,416.80 63303 CHEMAID INCORPORATED 100 MAYHILL STREET NJ SADDLE BROOK $492 $492.50 CUST. TOTAL ....... 492 492.50 15457 CHEMCENTRAL CORPORATION 1 ALCHEMY PLACE GA DORAVILLE $137 $1,555 $1,692.50 77305 CHEMCENTRAL CORPORATION P O BOX 730 IL BEDFORD PARK $2,065 $2,065.20 87680 CHEMCENTRAL CORPORATION 13395 HURON RIVER DRIVE MI ROMULUS $326 $110 $436.50 08839 CHEMCENTRAL CORPORATION 2646 METRO BOULEVARD MO MARYLAND HEIGH $55 $55.00 76770 CHEMCENTRAL CORPORATION P O BOX 100 NC JAMESTOWN $2,168 $2,168.95 04076 CHEMCENTRAL CORPORATION 21600 DRAKE ROAD OH STRONGSVILLE $220 $82 $137 $440.00 00093 CHEMCENTRAL CORPORATION MONTOUR BRANCH PA PITTSBURGH $595 $595.00 58870 CHEMCENTRAL CORPORATION 8401 MARKET STREET TX HOUSTON $962 $40 $1,002.31 02134 CHEMCENTRAL CORPORATION P O BOX 23188 TX SAN ANTONIO $3,945 $1,452 $5,397.50 CUST. TOTAL ....... 7,519 2,251 1,755 2,327 13,852.96
JOB-RCPMO5 FNR 5/02/93 CO-CODE: O A G E D A C C 0 U N T S R E C E I V A B L E ENDING-DATE 5/01/93 PAGE# 27 S.C.CUST# C U S T 0 M E R A D D R E S S ST. C I T Y 0-TO-30 31-TO-60 61-TO-90 OVER-90 TOTAL BAL-DUE 08046 CHEMETALS INT'L INC 11999 KATY FREEWAY TX HOUSTON $2,602 $2,602.00 CUST. TOTAL ....... 2,602 2,602.00 05540 CHEMFIL CORPORATION 54 W INDUSTRIAL DRIVE MO OFALLON $687 $423 $1,111.30 CUST. TOTAL ....... 687 423 1,111.30 04075 CHEMICAL CORP OF AMERICA 2 CARLTON AVENUE NJ E RUTHERFORD $1,356 $1,356.75 CUST. TOTAL ....... 1,356 1,356.75 83400 CHEMICAL DISTRIBUTOR 6001 DONITHAM TX EL PASO $21 $21.00 16030 CHEMICAL DISTRIBUTORS IN 524 HOWARD STREET NY BUFFALO $27 $27.50 CUST. TOTAL ....... 27 21 48.50 72417 CHEMICAL LEAMAN INTERNAT INTERNATIONAL BILLING ON PA EXTON $24,420 $899 $146 $571 $26,037.34 CUST. TOTAL ....... 24,420 899 146 571 26,037.34 51384 CHEMICAL LEAMAN TANK LIN AL MOBILE $350 $350.00 73641 CHEMICAL LEAMAN TANK LIN CEMENT NIGHT UNLD CREDIT PA LIONVILLE $206- $206.00- CUST. TOTAL ....... 206- 350 144.00 84385 CHEMICAL MARKETING 58 CAROUSEL CIRCLE PA NEW BRITAIN $2,140 $2,140.50 CUST. TOTAL ....... 2,140 2,140.50 89632 CHEMICAL MARKETING ASSOC 11601 KATY FREEWAY TX HOUSTON $1,645 $1,645.00 CUST. TOTAL ....... 1,645 1,645.00 53786 CHEMICAL POLLUTION CONTR 120 SOUTH 4TH STREET NY BAY SHORE $481 $481 $481 $1,444.98 CUST. TOTAL ....... 481 481 481 1,444.98 84495 CHEMICAL RAINBOW TANK CL 21119 S WILMINGTON AVE CA LONG BEACH $4,050 $13,585 $17,635.00 CUST. TOTAL ....... 4,050 13,585 17,635.00 01924 CHEMICAL RESOURCES INC P O BOX 34097 KY LOUISVILLE $2,614 $3,236 $5,850.68 CUST. TOTAL ....... 2,614 3,236 5,850.68 11478 CHEMICAL SERVICES COMPAN 2600 THUNDERHAWK COURT OH DAYTON $247 $247.50 CUST. TOTAL ....... 247 247.50 79963 CHEMICAL WASTE MANAGEMEN 1704 WEST FIRST STREET CA AZUSA $10,040 $19,406 $29,447.00 70858 CHEMICAL WASTE MANAGEMEN 100 LISTER AVENUE NJ NEWARK $1,291 $1,291.50 14201 CHEMICAL WASTE MANAGEMEN 3956 STATE ROUTE 412 OH VICKERY $192 $192.50 CUST. TOTAL ....... 10,040 19,406 1,291 192 30,931.00 76601 CHEMICAL WAY CORPORATION 11450 GULF STREAM DRIVE TN ARLINGTON $3,906 $2,011 $5,917.48 CUST. TOTAL ....... 3,906 2,011 5,917.48 06719 CHEMIONICS CORPORATION 390 MUNROE FALLS ROAD OH TALLMADGE $110 $110.00 CUST. TOTAL ....... 110 110.00 09242 CHEMLINK PETROLEUM 5135 BOYLAN STREET CA BAKERSFIELD $72 $481 $553.25 CUST. TOTAL ....... 72 481 553.25
JOB-RCPMO5 FNR 5/02/93 CO-CODE: O A G E D A C C 0 U N T S R E C E I V A B L E ENDING-DATE 5/01/93 PAGE# 28 S.C.CUST# C U S T 0 M E R A D D R E S S ST. C I T Y 0-TO-30 31-TO-60 61-TO-90 OVER-90 TOTAL BAL-DUE 00723 CHEMPAC LTD 2000 KIPLING AVENUE ON REXDALE $4,820 $4,820.00 CUST. TOTAL ....... 4,820 4,820.00 78599 CHEMPAK 3639 WILLOW BEND BLVD TX HOUSTON $137 $110 $385 $715 $1,347.50 CUST. TOTAL ....... 137 110 385 715 1,347.50 O3774 CHEMPLY INCORPORATED ELIZABETH BUNOLA ROAD PA BUNOLA $605 $605.00 13139 CHEMPLY INCORPORATED P O BOX 18049 PA PITTSBURGH $351 $100 $3,688 $4,139.20 CUST. TOTAL ....... 351 100 4,293 4,744.20 79621 CHEMQUEST 6235 S MCINTOSH RD FL SARASOTA $27 $27.50 CUST. TOTAL ....... 27 27.50 88510 CHEMREAL CORP 1600 JAY STREET NY ROCHESTER $1,642- $1,642.39- CUST. TOTAL ....... 1,642- 1,642.39- 89156 CHEMREAL INC 190 LEE RD NY ROCHESTER $1,249 $1,249.80 CUST. TOTAL ....... 1,249 1,249.80 04735 CHEMRON CORPORATION P O BOX 2299 CA PASO ROBLES $4,452 $3,349 $477 $3,917 $12,197.52 86232 CHEMRON CORPORATION INTERNATIONAL BILLING ON CA PASO ROBLES $3,187 $12,200 $1,625 $17,012.50 CUST. TOTAL ....... 7,640 15,549 477 5,542 29,210.02 65733 CHEMSTREAM 3105 GRUBBLE RD NC MATTHEWS $6,462 $6,462.22 CUST. TOTAL ....... 6,462 6,462.22 64649 CHEMSUN INC 36 YORK MILLS RD ON N YORK $1,163- $1,163.14- CUST. TOTAL ....... 1,163- 1,163.14- 69160 CHEMTALL INCORPORATED P O BOX 247 GA RICEBORO $4,797 $2,850 $82 $7,729.95 CUST. TOTAL ....... 4,797 2,850 82 7,729.95 51629 CHEMTECH INTERNATIONAL 411 N SAM HOUSTON PKWY TX HOUSTON $4,012 $849 $522 $5,384.00 71010 CHEMTECH INTERNATIONAL P O BOX 509 TX SEABROOK $1,409 $1,409.15 CUST. TOTAL ....... 4,012 2,258 522 6,793.15 16230 CHEMTECH PRODDUCTS 1655 DES PERES ROAD MO SAINT LOUIS $1,898 $64 $1,962.75 CUST. TOTAL ....... 1,898 64 1,962.75 75712 CHERRY HILL CONSTRUCTION 8170 MISSION ROAD MD JESSUP $951 $951.35 83239 CHERRY HILL CONSTRUCTION 8211 WASHINGTON BLVD MD JESSUP $570 $570.00 CUST. TOTAL ....... 1,521 1,521.35 16060 CHESAPEAKE CORPORATION 19TH STREET VA WEST POINT $110 $110.00 CUST. TOTAL ....... 110 110.00 80470 CHESAPEAKE HARDWOOD 201 DEXTER CIRCLE VA CHESAPEAKE $137 $137.50 CUST. TOTAL ....... 137 137.50 21225 CHESEBROUGH PONDS JOHN ST CT CLINTON $75 $715 $3,846 $4,636.97 07484 CHESEBROUGH PONDS P O BOX 1047 MO JEFFERSON CITY $45 $45.00 CUST. TOTAL ....... 75 760 3,846 4,681.97
JOB-RCPMO5 FNR 5/02/93 CO-CODE: O A G E D A C C 0 U N T S R E C E I V A B L E ENDING-DATE 5/01/93 PAGE# 29 S.C.CUST# C U S T 0 M E R A D D R E S S ST. C I T Y 0-TO-30 31-TO-60 61-TO-90 OVER-90 TOTAL BAL-DUE 23077 CHEVRON CHEMICAL COMPANY 940 HENSLEY STREET CA RICHMOND $l,614 $1,l29 $264 $3,008.39 88986 CHEVRON CHEMICAL COMPANY 576 STANDARD AVE CA RICHMOND $3,621 $1,707 $5,353 $10,682.08 68370 CHEVRON CHEMICAL COMPANY P O BOX 5047 CA SAN RAMON $843 $848 $1,691.69 78516 CHEVRON CHEMICAL COMPANY P O BOX 5048 CA SAN RAMON $90 $90.00 60248 CHEVRON CHEMICAL COMPANY 3000 SHEFFIELD STREET IN HAMMOND $82 $82.50 15950 CHEVRON CHEMICAL COMPANY P O BOX 70 LA BELLE CHASSE $8,458 $8,377 $16,836.57 21148 CHEVRON CHEMICAL COMPANY P O BOX 78 LA SAINT JAMES $4,710 $330 $5,040.00 01604 CHEVRON CHEMICAL COMPANY 2497 ADIE ROAD MO MARYLAND HEIGH $110 $110.00 05604 CHEVRON CHEMICAL COMPANY P O BOX 509 TX BAYTOWN $1,381 $1,381.98 16520 CHEVRON CHEMICAL COMPANY P O BOX 4858 TX HOUSTON $103,784 $4,925 $346 $109,055.97 82179 CHEVRON CHEMICAL COMPANY P O BOX 2449 TX HOUSTON $787 $787.50 08172 CHEVRON CHEMICAL COMPANY FARM ROAD 1006 TX ORANGE $82 $82.50 CUST. TOTAL ....... 124,688 18,106 5,443 610 148,849.18 03078 CHEVRON U S A INC P O BOX W CA CONCORD $518 $1,961 $2,479.53 66985 CHEVRON U S A INC P O BOX 9250 CA CONCORD $3,384 $556 $322 $4,262.00 75964 CHEVRON U S A INC P O BOX 4120 CA CONCORD $33,644 $3,238 $1,052 $37,936.00 04618 CHEVRON U S A INC P O BOX 1000 OH MARIETTA $3,371 $3,371.50 06624 CHEVRON U S A INC P O BQX 4858 TX HOUSTON $206 $27 $233.75 86077 CHEVRON U S A INC P O BOX 3766/ROOM 1050 TX HOUSTON $2,733 $2,733.41 CUST. TOTAL ....... 43,339 4,313 322 3,041 51,016.25 16430 CHICAGO MAGNET WIRE CORP 901 CHASE AVE IL ELK GROVE VLG $2,368 $2,368.00 CUST. TOTAL ....... 2,368 2,368.00 89705 CHOICE TRANSPORTATION 54 BROAD ST NJ RED BANK $6,819 $973 $7,793.06 CUST. TOTAL ....... 6,819 973 7,793.06 87960 CHRISTY CORP 260 AUTHORITY DR MA FITCHBURG $567 $2,129 $2,696.03 CUST. TOTAL ....... 567 2,129 2,696.03 53375 CHRYSLER CORP RT 5 & STONE QUARRY ROAD IL BELVIDERE $55 $55 $137 $247.50 68803 CHRYSLER CORP P O BOX 195199 MI BURTON $824 $1,763 $2,587.48 51186 CHRYSLER CORP 21500 MOUND ROAD MI WARREN $220 $220.00 CUST. TOTAL ....... 55 55 824 2,120 3,054.98 64343 CHUBB NATIONAL FOAM P O BOX 87 MO SAINT LOUIS $3,559 $3,559.84 85701 CHUBB NATIONAL FOAM 150 GORDON DR PA EXTON $82 $55 $137.50 CUST. TOTAL ....... 3,642 55 3,697.34 87006 CHUSEI USA INC 12500 BAY AREA BLVD TX PASADENA $100 $340- $240.00- CUST. TOTAL ....... 100 340- 240.00- 32240 CIBA GEIGY CORPORATION GEIGY ROAD AL MCINTOSH $2,718 $1,130 $3,848.00 78659 CIBA GEIGY CORPORATION P O BOX 95303 AL MCINTOSH $2,743 $132 $250 $3,125.00 24191 CIBA GEIGY CORPORATION 205 S JAMES ST DE NEWPORT $22,582 $7,659 $2,263 $1,430 $33,936.40 21705 CIBA GEIGY CORPORATION P O BOX 480 LA SAINT GABRIEL $105 $82 $1,685- $987 $510.00- 12952 CIBA GEIGY CORPORATION P O BOX 67 MO SAINT LOUIS $65,057 $2,653 $1,428 $69,139.45 14711 CIBA GEIGY CORPORATION P O BOX 7648 NC CHARLOTTE $577- $577.50- 06549 CIBA GEIGY CORPORATION P O BOX 18300 NC GREENSBORO $3,615 $2,894 $55 $6,565.36 66773 CIBA GEIGY CORPORATION P O BOX 19103 NC GREENSBORO $385 $330 $720 $677 $2,112.50 88799 CIBA GEIGY CORPORATION 410 SWING ROAD NC GREENSBORO $8,337 $3,303 $125 $1,168 $12,933.80
JOB-RCPMO5 FNR 5/02/93 CO-CODE: O A G E D A C C 0 U N T S R E C E I V A B L E ENDING-DATE 5/01/93 PAGE# 30 S.C.CUST# C U S T 0 M E R A D D R E S S ST. C I T Y 0-TO-30 31-TO-60 61-TO-90 OVER-90 TOTAL BAL-DUE 75083 CIBA GEIGY CORPORATION 555 PT 1 SOUTH NJ ISELIN $1,857 $1,807- $50.00 16560 CIBA GEIGY CORPORATION P O BOX 2277 NJ RAHWAY $113,059 $26,585 $5,524 $145,170.75 21725 CIBA GEIGY CORPORATION P O BOX 71 NJ TOMS RIVER $100 $165 $265.00 76953 CIBA GEIGY CORPORATION SEVEN SKYLINE DRIVE NY HAWTHORNE $8,869 $8,869.60 89l99 CIBA GEIGY CORPORATION SEVEN SKYLINE DRIVE NY HAWTHORNE $364- $364.50- 19324 CIBA GEIGY CORPORATION 1200 FRANKLIN BLVD ON CAMBRIDGE $135 $135.00 08095 CIBA GEIGY CORPORATION 3591 TULANE TN MEMPHIS $285 $285.00 CUST. TOTAL ....... 229,751 41,833 3,967 9,430 284,983.86 73887 CIBA-GEIGY SA MEXICANA S 601 GUATEHOTZIN ST TX LAREDO $125 $125.00 CUST. TOTAL ....... 125 125.00 12324 CIBRO PETROLEUM PRODUCTS PORT OF ALBANY NY ALBANY $1,650 $1,650.00 CUST. TOTAL ....... 1,650 1,650.00 07616 CITGO PETROLEUM CORP P O BOX 40 OK TULSA $131 $131.22 90219 CITGO PETROLEUM CORP 6100 SOUTH YALE OK TULSA $211 $211.56 CUST. TOTAL ....... 211 131 342.78 07793 CITY OF AKRON 1570 RAVENNA ROAD OH KENT $55 $55.00 CUST. TOTAL ....... 55 55.00 07684 CITY OF NIAGARA FALLS 1225 BUFFALO AVENUE NY NIAGARA FALLS $27 $27.50 CUST. TOTAL ....... 27 27.50 51676 CITY OF TULSA 18707 E 21ST ST OK TULSA $137 $137.50 CUST. TOTAL ....... 137 137.50 22127 CITY OF WICHITA 1815 WEST PINE KS WICHITA $27 $27.50 CUST. TOTAL ....... 27 27.50 23943 CL INDUSTRIES INC P O BOX 218 IL GEORGETOWN $220 $220.00 CUST. TOTAL ....... 220 220.00 16910 CLAIROL INC 1 BLACKLEY ROAD CT STANFORD $55 $55 $106 $216.50 CUST. TOTAL ....... 55 55 106 216.50 27083 CLARK FILTER 3649 HEMPLAND ROAD PA LANCASTER $65 $65.00 CUST. TOTAL ....... 65 65.00 08468 CLAUSSEN COMPANY 1055 KING GEORGE ROAD NJ FORDS $165 $165.00 CUST. TOTAL ....... 165 165.00 73190 CLAYTON CORPORATION 866 HORAN DR M0 FENTON $82 $82.50 CUST. TOTAL ....... 82 82.50 77149 CLEAN HARBORS INC 11800 SOUTH STONEY ISLAN IL CHICAGO $1,000 $1,000.00 CUST. TOTAL ....... 1,000 1,000.00 12610 CLOROX COMPANY 125 THEODORE CONRAD DRIV NJ JERSEY CITY $2,253 $2,253.60 CUST. TOTAL ....... 2,253 2,253.60
JOB-RCPMO5 FNR 5/02/93 CO-CODE: O A G E D A C C 0 U N T S R E C E I V A B L E ENDING-DATE 5/01/93 PAGE# 31 S.C.CUST# C U S T 0 M E R A D D R E S S ST. C I T Y 0-TO-30 31-TO-60 61-TO-90 OVER-90 TOTAL BAL-DUE 24856 CLOUD CORPORATION INDUSTRIAL PARK AR HARRISON $65 $65.00 CUST. TOTAL ....... 65 65.00 50868 CLOUGH CHEMICAL 178 RUE ST PIERRE PQ ST JEAN $2,704 $5,326 $2,625 $10,656.60 CUST. TOTAL ....... 2,704 5,326 2,625 10,656.60 27341 CMX INC 16000 COMMERCE PARKWAY NJ MOUNT LAUREL $3,633 $3,633.34 CUST. TOTAL ....... 3,633 3,633.34 04829 COASTAL EAGLE POINT OIL P O BOX 1000 NJ WESTVILLE $137 $1,299 $1,436.50 CUST. TOTAL ....... 137 1,299 1,436.50 75773 COASTAL ENGINEERED PROD 1101 MAIN STREET SC VARNVILLE $450 $82 $532.50 CUST. TOTAL ....... 450 82 532.50 07233 COASTAL OIL NEW YORK INC FOOT OF EAST 5TH STREET NJ BAYONNE $2,800 $2,800.00 CUST. TOTAL ....... 2,800 2,800.00 07487 COASTAL REFINING & MARKE 1300 CANTWELL LANE TX CORPUS CHRISTI $80 $80.00 CUST. TOTAL ....... 80 80.00 12501 COCA COLA BOTTLING CO COCA COLA ROAD AL MOBILE $110 $110.00 64269 COCA COLA BOTTLING CO 4901 CHESAPEAKE DR NC CHARLOTTE $220 $220.00 70788 COCA COLA BOTTLING CO 64 BY PASS TN CLEVELAND $27 $27.50 CUST. TOTAL ....... 137 220 357.50 01828 COCA COLA USA P O DRAWER 1734 GA ATLANTA $1,007 $220 $2,625 $3,852.50 84947 COCA COLA USA 600 AMHERST STREET NH NASHUA $505 $471 $976.35 CUST. TOTAL ....... 505 1,007 691 2,625 4,828.85 86866 CDCHEM 7555 BESSEMER OH CLEVELAND $55 $55.00 CUST. TOTAL ....... 55 55.00 65614 COLDMATIC REFREGERATION 8500 KEELE ST ON CONCORD $82 $82.50 CUST. TOTAL ....... 82 82.50 08915 COLE CHEMICALS & DIST 950 ECHO LANE TX HOUSTON $110 $40 $515 $665.40 CUST. TOTAL ....... 110 40 515 665.40 55392 COLFAX INC 38 COLFAX STREET RI PAWTUCKET $604 $604.50 CUST. TOTAL ....... 604 604.50 17810 COLGATE PALMOLIVE COMPAN CLARK BLVD & WOERNER AVE IN JEFFERSONVILLE $791 $637 $412 $1,841.50 63709 COLGATE PALMOLIVE COMPAN 1806 KANSAS AVENUE KS KANSAS CITY $172 $172.50 CUST. TOTAL ....... 791 637 585 2,014.00 17647 COLONIAL OIL INDUSTRIES P O BOX 576 GA SAVANNAH $27 $27.50 CUST. TOTAL ....... 27 27.50 76467 COLONIAL PIPELINE 013245 P O BOX 69 MD WOODBINE $4,965 $4,965.66 CUST. TOTAL ....... 4,965 4,965.66
JOB-RCPMO5 FNR 5/02/93 CO-CODE: O A G E D A C C 0 U N T S R E C E I V A B L E ENDING-DATE 5/01/93 PAGE# 32 S.C.CUST# C U S T 0 M E R A D D R E S S ST. C I T Y 0-TO-30 31-TO-60 61-TO-90 OVER-90 TOTAL BAL-DUE 64151 COLORCON 415 MOYER BLVD PA WEST POINT $538 $538.54 CUST. TOTAL ....... 538 538.54 01084 COLORITE PLASTICS 101 RAILROAD AVENUE NJ RIDGEFIELD $6,800 $6,800.00 CUST. TOTAL ....... 6,800 6,800.00 90161 COLUMBIA FOREST PRODUCTS 100 SOUTH PAUL ROAD VA CHATHAM $302 $302.50 CUST. TOTAL ....... 302 302.50 18540 COLUMBUS MC KINNON CO HWY 22 A SOUTH TN LEXINGTON $1,318 $890 $2,208.73 CUST. TOTAL ....... 1,318 890 2,208.73 03319 COMMANDING OFFICER NAVAL SUBMARINE SUPPORT CT GROTON $2,654 $2,654.50 CUST. TOTAL ....... 2,654 2,654.50 00522 COMMERCIAL PRODUCTS 117 ETHYL AVENUE NJ HAWTHORNE $440 $440.00 CUST. TOTAL ....... 440 440.00 76707 COMMONWEALTH OIL CORP C/O ESSO CHEMICAL CANADA ON HARROW $1,100 $1,100.00 CUST. TOTAL ....... 1,100 1,100.00 61877 COMPAC CORP OLD FLANDERS ROAD NJ NETCONG $14,400 $3,600 $18,000.00 CUST. TOTAL ....... 14,400 3,600 18,000.00 66021 COMPONENTES MECANICAS P O BOX 4447 TX BROWNSVILLE $50,915 $54,697 $9,516 $3,995- $111,133.29 CUST. TOTAL ....... 50,915 54,697 9,516 3,995- 111,133.29 06266 COMPRESSION POLYMERS GREENWOOD & WARNER PA SCRANTON $870 $1,708 $1,586 $4,164.00 CUST. TOTAL ....... 870 1,708 1,586 4,164.00 04180 CONCORD CHEMICAL COMPANY 17TH & FEDERAL STREETS NJ CAMDEN $55 $55.00 CUST. TOTAL ....... 55 55.00 81832 CONE MILLS CORPORATION EAST CONE BLVD NC GREENSBORO $137 $137 $275.00 CUST. TOTAL ....... 137 137 275.00 63457 CONICA CORP LOWER BUTLER ROAD PA HARMONY $45 $2,452 $2,497.50 CUST. TOTAL ....... 45 2,452 2,497.50 87226 CONOCO INC P O BOX 1260 CA SANTA MARIA $1,277 $1,277.60 56721 CONOCO INC 250 AIRPORT ROAD DE NEW CASTLE $25,459 $1,011 $26,471.44 06918 CONOCO INC P O BOX 1267 OK PONCA CITY $2,417 $2,417.60 02354 CONOCO INC BOX 2197/2007 PONCA BLDG TX HOUSTON $2,746 $2,746.50 CUST. TOTAL ....... 29,483 3,429 32,913.14 77099 CONQUEST CHEMICALS 425 WOODS MILL ROAD S MO SAINT LOUIS $562 $562.50 CUST. TOTAL ....... 562 562.50 86518 CONRAIL CORPORATION FLEXIFLO TERMINAL PA PHILADELPHIA $980 $980.65 CUST. TOTAL ....... 980 980.65 59357 CONSOLIDATED ALUMINUM 1100 RICHMOND STREET TN JACKSON $348 $348.64 CUST. TOTAL ....... 348 348.64
JOB-RCPMO5 FNR 5/02/93 CO-CODE: O A G E D A C C 0 U N T S R E C E I V A B L E ENDING-DATE 5/01/93 PAGE# 33 S.C.CUST# C U S T 0 M E R A D D R E S S ST. C I T Y 0-TO-30 31-TO-60 61-TO-90 OVER-90 TOTAL BAL-DUE 50077 CONSOLIDATED COAL COMPAN BLADESVILLE #2 WV WANA $880 $880.34 CUST. TOTAL ....... 880 880.34 09590 CONSOLIDATED PAPER INC P O BOX 50 WI WISCONSIN RPDS $90- $90.00- CUST. TOTAL ....... 90- 90.00- 87835 CONSOLIDATED RAIL CORP BLD #2 PETE SCHROLL NJ NEWARK $4,489 $3,448 $7,937.50 17661 CONSOLIDATED RAIL CORP P O BOX 145 NY SELKIRK $2,497 $2,497.00 88780 CONSOLIDATED RAIL CORP FLEXIFLO PA PITTSBURGH $9,717 $9,717.50 CUST. TOTAL ....... 6,986 13,165 20,152.00 80682 CONTAINER CARE 860 HARBOUR WAY SOUTH CA RICHMOND $513 $513.75 CUST. TOTAL ....... 513 513.75 68766 CONTAINER CORP OF AMERIC P O BOX 12950 CA FRESNO $3,438 $877 $4,315.40 61348 CONTAINER CORP OF AMERIC 2001 E 57TH STREET CA VERNON $612 $612.00 19580 CONTAINER CORP OF AMERIC NORTH 8TH ST FL FERNANDINA BCH $27 $27.50 56926 CONTAINER CORP OF AMERIC P O BOX 1214 OH RAVENNA $137 $55 $75 $267.50 CUST. TOTAL ....... 3,603 932 687 5,222.40 27704 CONTINENTAL CAN COMPANY 8201 WOODLEY AVENUE CA VAN NUYS $55 $55.00 CUST. TOTAL ....... 55 55.00 01583 CONTINENTAL INDUSTRIAL C 5010 HOVIS ROAD NC CHARLOTTE $137- $137.50- CUST. TOTAL ....... 137- 137.50- 86296 CONTINENTAL TRAFFIC SVC 5100 POPLAR AVE TN MEMPHIS $192 $192.00 CUST. TOTAL ....... 192 192.00 84445 CONVENIENCE KING INC P O BOX 189 NC DILLSBORO $315 $315.00 CUST. TOTAL ....... 315 315.00 84908 CONWAY INTERMODAL 2322 GRAVEL TX FORT WORTH $383 $383.50 CUST. TOTAL ....... 383 383.50 19350 CONWELL OIL CORPORATION EAST 14th ST/PO BOX 215 NY ELMIRA HTS $4,715 $4,715.25 CUST. TOTAL ....... 4,715 4,715.25 81570 COOK COMPOSITES & POLYME P O BOX 189 IA BURLINGTON $82 $82.50 28621 COOK COMPOSITES & POLYME 2434 HOLMES ROAD TX HOUSTON $5,851 $1,010 $637 $2,544 $10,043.90 CUST. TOTAL ....... 5,934 1,010 637 2,544 10,126.40 90053 COOK FAMILY FOODS 800 CW STEVENS BLVD KY GRAYSON $27 $27.50 CUST. TOTAL ....... 27 27.50 23247 COOKSON PIGMENTS INC 256 VANDERPOOL STREET NJ NEWARK $420 $27 $292 $740.16 83700 COOKSON PIGMENTS INC P O BOX 1259 NJ SOMERVILLE $1,548 $1,548.92 CUST. TOTAL ....... 1,969 27 292 2,289.08 00287 COOLEY INC 50 ESTEN AVENUE RI PAWTUCKET $55 $55.00 CUST. TOTAL ....... 55 55.00
JOB-RCPMO5 FNR 5/02/93 CO-CODE: O A G E D A C C 0 U N T S R E C E I V A B L E ENDING-DATE 5/01/93 PAGE# 34 S.C.CUST# C U S T 0 M E R A D D R E S S ST. C I T Y 0-TO-30 31-TO-60 61-TO-90 OVER-90 TOTAL BAL-DUE 90104 COON INDUSTRIES P O BOX 155 PA LUZERNE $1,171 $1,171.00 CUST. TOTAL ....... 1,171 1,171.00 82195 COOPER OIL TOOL CO 16500 S MAIN STREET TX MISSOURI CITY $82 $82.50 CUST. TOTAL ....... 82 82.50 86380 COOPER POWER C/O POTOMAC ELECTRIC P DC WASHINGTON $927 $927.58 CUST. TOTAL ....... 927 927.58 88884 COOPER POWER SYSTEMS GOLDEN GEM DRIVE FL UMATILLA $3,253 $3,253.60 77730 COOPER POWER SYSTEMS CURRY AVENUE PA CANONSBURG $12,306 $27- $12,278.64 CUST. TOTAL ....... 12,306 3,226 15,532.24 19550 COOPERS CREEK CHEM CORP 90 RIVER ROAD PA W CONSHOHOCKEN $2,015 $2,015.00 CUST. TOTAL ....... 2,015 2,015.00 20180 COPOLYMER RUBBER & CHEM 1836 SHADA AVE LA BATON ROUGE $4,459 $2,865 $7,324.15 CUST. TOTAL ....... 4,459 2,865 7,324.15 19860 CORNING GLASS COMPANY P O BOX 1407 NY CORNING $26,443 $4,330 $30,774.04 CUST. TOTAL ....... 26,443 4,330 30,774.04 77840 CORNWALL CHEMICALS LTD P O BOX 200 ON WILLOWDALE $64 $192 $2,471 $2,728.50 CUST. TOTAL ....... 64 192 2,471 2,728.50 77165 CORRECTIONAL ENTERPRISES TURNEY CENTER TN ONLY $137 $137.50 CUST. TOTAL ....... 137 137.50 88671 CORRIGATED CONTAINER CD 237 ROCKWOOD AVENUE CA CALEXICO $4,918 $2,598 $7,517.05 CUST. TOTAL ....... 4,918 2,598 7,517.05 07658 CORWOOD LABS INC 55 ADAMS STREET NY HAUPPAUGE $89 $89.00 CUST. TOTAL ....... 89 89.00 05064 COSCO INCORPORATED 137 SKILLMAN AVENUE NY BROOKLYN $1,169 $1,169.00 CUST. TOTAL ....... 1,169 1,169.00 84801 COUNTRYMARK CO-OP REFINERY ROAD IN MOUNT VERNON $45 $45.00 CUST. TOTAL ....... 45 45.00 24209 COUNTY LINE QUARRY S FRONT ST PA WRIGHTSVILLE $195 $795 $990.94 CUST. TOTAL ....... 195 795 990.94 83232 COURTAULDS AEROSPACE 11601 UNITED STREET CA MOJAVE $1,000 $1,000.00 86543 COURTAULDS AEROSPACE 410 JERSEY AVE NJ GLOUCESTER CIT $12,704 $2,529 $15,233.42 CUST. TOTAL ....... 13,704 2,529 16,233.42 81030 COURTNEY INDUSTRIES CORP P O BOX 3416 MD BALTIMORE $4,401 $4,989 $2,691 $1,900 $13,982.31 CUST. TOTAL ....... 4,401 4,989 2,691 1,900 13,982.31 89928 COVENANT COAL FRONTAGE ROAD VA CEDAR BLUFF $45 $45.00 CUST. TOTAL ....... 45 45.00
JOB-RCPMO5 FNR 5/02/93 CO-CODE: O A G E D A C C 0 U N T S R E C E I V A B L E ENDING-DATE 5/01/93 PAGE# 35 S.C.CUST# C U S T 0 M E R A D D R E S S ST. C I T Y 0-TO-30 31-TO-60 61-TO-90 OVER-90 TOTAL BAL-DUE 21801 CRANE & COMPANY PIONEER MILL MA DALTON $2,346 $3,483 $580 $6,411.15 CUST. TOTAL 2,346 3,483 580 6,411.15 58793 CRESCENT INKS INC 1116 E MOUNTAIN STREET NC KERNERSVILLE $200 $200.00 CUST. TOTAL 200 200.00 15095 CRODA INC P O BOX 178 PA MILL HALL $23,893 $1,572 $96 $25,561.65 CUST. TOTAL 23,893 1,572 96 25,561.65 83585 CROMPTON & KNOWLES CORP % COMPUTREX INC KY LEXINGTON $1,067 $1,067.50 25515 CROMPTON & KNOWLES CORP ROUTE 724 PA GIBRALTAR $65 $402 $468.15 CUST. TOTAL 1,133 402 1,535.65 03121 CROSS OIL & REFINING CO END OF EAST 6TH STREET AR SMACKOVER $1,086 $1,086.90 CUST. TOTAL 1,086 1,086.90 64456 CROSSFIELD CHEMICAL CO BROADWAY & INGALLS AVE IL JOLIET $150 $150.00 CUST. TOTAL 150 150.00 05819 CRYSTAL TISSUE P O BOX 13020 KY LEXINGTON $2,692 $884 $1,280 $4,846.72 CUST. TOTAL 2,682 884 1,280 4,846.72 75159 CSSI P O BOX 71 PA SHENANDOAH $1,732 $1,732.50 CUST. TOTAL 1,732 1,732.50 55606 CUMBERLAND FARMS 777 DEDHAM ROAD MA CANTON $245 $30 $275.00 CUST. TOTAL 245 30 275.00 80424 CUSTOCHEM 503 LAFAYETTE GA LAFAYETTE $1,056 $1,056 $2,112.50 CUST. TOTAL 1,056 1,056 2,112.50 83446 CUSTOM CHEMICAL 8707 MILLERGROVE CA SANTA FE SPRIN $519 $519.78 CUST. TOTAL 519 519.78 05710 CUSTOM INTERCHEM INC. 4736 ALLUM ROAD TX HOUSTON $552 $552.91 CUST. TOTAL 552 552.91 50889 CUSTOM PAPERS GROUP 340 MILL STREET MI ROCHESTER $150 $150.50 CUST. TOTAL 150 150.50 64733 CYANAMID OF CANADA 88 MCNABB STREET ON MARKHAM $6,362 $198 $6,560.61 20960 CYANAMID OF CANADA BOX 240 GARNER RD/WELLAN ON NIAGARA FALLS $5,727 $6,295 $11,985 $1,979 $25,988.77 78444 CYANAMID OF CANADA P O BOX 2118 ON NIAGARA FALLS $4,643 $4,194 $4,643 $13,482.00 79499 CYANAMID OF CANADA INTERNATIONAL BILLING ON ON NIAGARA FALLS $465 $465.45 CUST. TOTAL 16,733 10,490 12,184 7,089 46,496.83 28644 CYCLOPS CORPORATION 17400 STATE RT 16 OH COSHOCTON $82 $82.50 CUST. TOTAL 82 82.50 20615 CYRO CANADA INC 8100 DORCHESTER STREET ON NIAGARA FALLS $357 $357.50 CUST. TOTAL 357 357.50
JOB-RCPMO5 FMR 5/02/93 CO-CODE: O AGED ACCOUNTS RECEIVABLE ENDING-DATE 5/01/93 PAGE # 36 S.C.CUST# CUSTOMER ADDRESS ST. C I T Y 0-TO-30 31-TO-60 61-TO-90 OVER-90 TOTAL BAL-DUE 51009 CYRO INDUSTRIES $12,280 $29- $29- $210 $12,431.20 13957 CYRO INDUSTRIES PO BOX 591 ME SANFORD $45 45.00 CUST. TOTAL...... 12,280 15 29- 210 12,476.20 83233 D K ENTERPRISES 1930 E MARLTON PIKE E NJ CHERRY HILL $1,330 $1,330.00 CUST. TOTAL...... 1,330 1,330.00 82898 DAIRY FARM PRODUCTS 455 W MONROE ST OH NEW BREMEN $200 $200.00 CUST. TOTAL...... 200 200.00 16909 DANA CORPORATION PO BOX 13459 PA READING $110 $110.00 CUST. TOTAL...... 110 110.00 21193 DANA TRANSPORT PO BOX 370 NJ AVENEL $1,500 $1,500 $1,500 $4,500.00 CUST. TOTAL...... 1,500 1,500 1,500 4,500.00 21130 DANIEL INTERNATIONAL 400 CLAREMONT AVE NJ JERSEY CITY $220 $220.00 CUST. TOTAL...... 220 220.00 03546 DAUBERT CHEMICAL COMPANY 4700 SOUTH CENTRAL AVENU IL CHICAGO $2,430 $82 $2,512.95 CUST. TOTAL...... 2,430 82 2,512.95 07617 DAVID MICHAEL & CO INC 10801 DECATUR ROAD PA PHILADELPHIA $677 $677.50 CUST. TOTAL...... 677 677.50 89123 DAVIDSON INTERIOR TRIM/R 1515 NEWBURGH ROAD MI WESTLAND $27 $110 $137.50 CUST. TOTAL...... 27 110 137.50 68296 DAVIDSON INTERIOR/TEXTR PO BOX 1504 NH DOVER $220 $220.00 CUST. TOTAL...... 220 220.00 21300 DAVIDSON RUBBER COMPANY INDUSTRIAL PARK NH DOVER $125 $125.50 26355 DAVIDSON RUBBER COMPANY ROUTE 11 NH FARMINGTON $27 $165 $75- $117.50 CUST. TOTAL...... 27 165 50 243.00 06333 DAVOLIN PAINT 700 ALLSTON WAY CA BERKELEY $137 $137.50 CUST. TOTAL...... 137 137.50 52104 DAY-GLO COLOR 4515 ST CLAIR AVENUE OH CLEVELAND $302 $302.50 CUST. TOTAL...... 302 302.50 89531 DE GUSSA CORP 1515 REIDEL DRIVE IL MUNDELEIN $82 $82.50 78485 DE GUSSA CORP PO BOX 1259 NJ SOMERVILLE $5,207 $4,914 $1,400 $11,521.00 CUST. TOTAL...... 5,289 4,914 1,400 11,603.50 05111 DEFENSE ACCOUNTING OFFICE TRANSPORTATION PAYMENT C VA NORFOLK $41,288 $44,991 $20,650 $42,391 $149,322.36 CUST. TOTAL...... 41,288 44,991 20,650 42,391 149,322.36 54724 DEFT INC 411 EAST KEYSTONE OH ALLIANCE $75- $75.00- CUST. TOTAL...... 75- 75.00- 18063 DELCO ELECTRONICS CORP 1555 LYELL AVENUE NY ROCHESTER $443 $443.00 CUST. TOTAL...... 443 443.00
JOB-RCPMO5 FMR 5/02/93 CO-CODE: O AGED ACCOUNTS RECEIVABLE ENDING-DATE 5/01/93 PAGE # 37 S.C.CUST# CUSTOMER ADDRESS ST. C I T Y 0-TO-30 31-TO-60 61-TO-90 OVER-90 TOTAL BAL-DUE 90191 DELTA AIR INCORPORATED NEWARK INT'L AIRPORT NJ NEWARK $735 $735.00 CUST. TOTAL...... 735 735.00 05675 DELTA CORRUGATED W. RUBY AVENUE NJ PALISADES PARK $55 $55.00 CUST. TOTAL...... 55 55.00 10309 DELTA DISTRIBUTORS INC. PO BOX 359 LA SAINT GABRIEL $1,030 $893 $1,923.90 CUST. TOTAL...... 1,030 893 1,923.90 06232 DELTA INDUSTRIAL COATING 5700 COMMANDER DRIVE TN ARLINGTON $27 $27.50 CUST. TOTAL...... 27 27.50 16361 DELTA LABORATORIES PO BOX 2258 FL OCALA $45 $45.00 CUST. TOTAL...... 45 45.00 78183 DELTA PETROLEUM PRODUCTS PO BOX 1133 LA SAINT ROSE $660 $192 $91 $943.50 CUST. TOTAL...... 660 192 91 943.50 22120 DELTA SOLVENTS & CHEM CO 610 FISHER ROAD TX LONGVIEW $1,567 $1,507 $3,075.00 CUST. TOTAL...... 1,567 1,507 3,075.00 71918 DELTECH CORP PO BOX 97875 LA BATON ROUGE $61,725 $37,932 $4,166 $2,471 $108,295.40 CUST. TOTAL...... 61,725 37,932 4,166 2,471 108,295.40 52649 DEMENNO KERDOON 2100 N ALAMEDA STREET CA COMPTON $210- $210.00- CUST. TOTAL...... 210- 210.00- 76789 DENA CORP 850 NICHOLAS BLVD IL ELK GROVE VLG $55 $55.00 CUST. TOTAL...... 55 55.00 79647 DENALT CHEMICALS 8620 PASCAL GAGNON PQ ST. LEONARD $88 $88.81 CUST. TOTAL...... 88 88.81 23743 DENCO INDUSTRIES PO BOX 73563 TX HOUSTON $150 $150.46 CUST. TOTAL...... 150 150.46 04722 DENNIS CHEMICAL 2700 PAPIN STREET MO SAINT LOUIS $55 $55.00 CUST. TOTAL...... 55 55.00 26905 DEPT OF ENVIRONMENTAL 5000 OVERLOOK AVENUE DC WASHINGTON $137 $137.50 CUST. TOTAL...... 137 137.50 83033 DERIVADOS TX LAREDO $540 $540.00 CUST. TOTAL...... 540 540.00 86117 DESIGN TIME INC PO BOX 2027 IN ELKHART $92 $92.00 CUST. TOTAL...... 92 92.00 26965 DETREX CHEMICAL IND STATE ROAD/PO BOX 623 OH ASHTABULA $1,695 $1,695.31 CUST. TOTAL...... 1,695 1,695.31 90049 DEUTSCH CO 700 S HATHAWAY CA BANNING $1,306 $1,306.40 CUST. TOTAL...... 1,306 1,306.40
JOB-RCPMO5 FMR 5/02/93 CO-CODE: O AGED ACCOUNTS RECEIVABLE ENDING-DATE 5/01/93 PAGE # 38 S.C.CUST# CUSTOMER ADDRESS ST. C I T Y 0-TO-30 31-TO-60 61-TO-90 OVER-90 TOTAL BAL-DUE 05716 DEXTER CORPORATION EAST WATER STREET IL WAUKEGAN $681 $681.75 70571 DEXTER CORPORATION 1205 AVE H EAST TX GRAND PRAIRIE $875 $875.00 CUST. TOTAL...... 681 875 1,556.75 87436 DEXTER ELECTRONIC MATERI 15051 E DON JULIAN ROAD CA CITY OF INDUST $683 $683.60 CUST. TOTAL...... 683 683.60 58691 DEXTRAN PRODUCTS 421 COMSTOCK ROAD ON SCARBOROUGH $64- $64.20- CUST. TOTAL...... 64- 64.20- 77658 DIAL CORPORATION JC DRIVE VALMONT IND PAR PA WEST HAZLETON $1,927 $997 $2,925.00 CUST. TOTAL...... 1,927 997 2,925.00 68163 DICEY MILLS INC NEISLER STREET NC SHELBY $50 $50.00 CUST. TOTAL...... 50 50.00 02224 DICKLER CHEMICAL INC 4201 TORRESDALE AVENUE PA PHILADELPHIA $55 $55.00 CUST. TOTAL...... 55 55.00 90144 DIRECTOR, DFAS INDIANAPOL ATTN: DFAS-IN-T IN INDIANAPOLIS $6,742 $6,742.00 CUST. TOTAL...... 6,742 6,742.00 68258 DISPOSAL SYSTEMS INC PO BOX 1914 TX DEER PARK $955 $955.96 CUST. TOTAL...... 955 955.96 23240 DISTILLATION PRODUCTS IN PO BOX 1910 NY ROCHESTER $55 $55.00 CUST. TOTAL...... 55 55.00 90320 DIVERSEY CORPORATION 1846 MONTREAL RD/BOX 45 GA TUCKER $475 $475.00 07627 DIVERSEY CORPORATION 1532 BIDDLE AVENUE MI WYANDOTTE $412 $1,237 $1,650.00 CUST. TOTAL...... 412 1,712 2,125.00 85771 DIVERSEY FABRILIFE CORP C/O CAMCO CHEMICAL CA CITY OF INDUST $27 $27.50 CUST. TOTAL...... 27 27.50 86621 DIVERSIFIED CHEMICAL PRO 2131 PLEASANT HILL RD GA DULUTH $8,210 $8,210.00 89178 DIVERSIFIED CHEMICAL PRO 361 INDUSTRIAL PARK DR GA LAWRENCEVILLE $68 $68.75 CUST. TOTAL...... 68 8,210 8,278.75 83423 DIVEX 123 LAWAND DR SC COLUMBIA $21,319 $21,319.00 CUST. TOTAL...... 21,319 21,319.00 67209 DIXIANA MILL PO BOX 1248 SC DILLON $45 $45.00 CUST. TOTAL...... 45 45.00 55868 DOBER CHEMICAL CORP 14461 S. WAVERLY AVE IL MIDLOTHIAN $27 $27.50 CUST. TOTAL...... 27 27.50 23500 DOCK RESINS CORP 1512 W ELIZABETH AVE NJ LINDEN $27 $137 $165.00 CUST. TOTAL...... 27 137 165.00 23790 DOFASCO INC 1330 BURLINGTON STREET ON HAMILTON $162 $1,393 $42 $890 $2,488.72 CUST. TOTAL...... 162 1,393 42 890 2,488.72
JOB-RCPMO5 FMR 5/02/93 CO-CODE: O AGED ACCOUNTS RECEIVABLE ENDING-DATE 5/01/93 PAGE # 39 S.C.CUST# CUSTOMER ADDRESS ST. C I T Y 0-TO-30 31-TO-60 61-TO-90 OVER-90 TOTAL BAL-DUE 88599 DOMFER METALS 6090 NEWMAN PQ LA SALLE $64 $64.20 CUST. TOTAL...... 64 64.20 04594 DOMINION COLOR COMPANY 455 FINLEY AVENUE ON AJAX $1,324 $1,324.66 CUST. TOTAL...... 1,324 1,324.66 01972 DOMINION FOAM CORPORATIO 8785 BOUL LANGELLIER BLV PQ MONTREAL $2,977 $2,977.50 CUST. TOTAL...... 2,977 2,977.50 11953 DOMINO SUGAR CORPORATION PO BOX 838 MD BALTIMORE $55 $2,608 $2,663.48 03430 DOMINO SUGAR CORPORATION 49 SOUTH 2ND ST NY BROOKLYN $82 $82.50 68503 DOMINO SUGAR CORPORATION 1114 6TH AVENUE FLOOR 24 NY NEW YORK $247 $1,990 $2,238.00 CUST. TOTAL...... 247 55 4,681 4,983.98 81755 DOMTAR GYPSUM 1101 S FRONT STREET NJ CAMDEN $55 $55.00 CUST. TOTAL...... 55 55.00 83704 DORAN TEXTILES INC C/O J&C DYEING CORP NC SHELBY $459 $459- $.00 CUST. TOTAL...... 459 459- .00 10365 DOUBLE EAGLE STEEL CTG C 3000 MILLER ROAD MI DEARBORN $8,802 $2,388 $1,333 $1,761 $14,285.70 CUST. TOTAL...... 8,802 2,388 1,333 1,761 14,285.70 65478 DOUBLE ENVELOPE CO 7702 PLANTATION ROAD VA ROANOKE $55 $55.00 CUST. TOTAL...... 55 55.00 85233 DOVE AVIATION INC 650 DANBURY ROAD CT DANBURY $2,191 $2,191.00 85232 DOVE AVIATION INC 650 DANBURY ROAD CT RIDGEFIELD $636 $4,091 $3,855 $8,582.10 CUST. TOTAL...... 2,827 4,091 3,855 10,773.10 04383 DOW CHEMICAL CANADA 4445 MARIE VICTORIN PQ VARENNES $152 $152.00 86408 DOW CHEMICAL CANADA C/O VAN WATERS & ROGERS MB WINNIPEG $90 $90.00 66788 DOW CHEMICAL CANADA C/O BOISE CASCADE CANADA ON FORT FRANCES $45 $45.00 23960 DOW CHEMICAL CANADA PO BOX 3030/SOUTH VIDAL ON SARNIA $85,748 $48,311 $21 $134,081.06 64061 DOW CHEMICAL CANADA PO BOX 3030/SOUTH VIDAL ON SARNIA $7,487 $507 $4,243 $12,238.73 72210 DOW CHEMICAL CANADA 67 GREEN LANE WESTSIDE ON THORNHILL $27 $1,379 $1,407.38 CUST. TOTAL...... 93,353 49,015 4,265 1,379 148,014.17 11679 DOW CHEMICAL COMPANY CA PITTSBURG $60 $1,931 $1,991.52 23320 DOW CHEMICAL COMPANY ALLYNS POINT DIVISION CT GALES FERRY $1,460 $4,479 $5,939.04 27705 DOW CHEMICAL COMPANY 1468 PROSSER DRIVE, SE GA DALTON $8,289 $240 $8,529.38 09195 DOW CHEMICAL COMPANY PO BOX 368 IL JOLIET $270 $405 $45 $720.00 65107 DOW CHEMICAL COMPANY PO BOX 150 LA PLAQUEMINE $130 $130.00 69669 DOW CHEMICAL COMPANY PO BOX 500 LA PLAQUEMINE $6,485 $45 $2,914 $1,936 $11,380.82 11904 DOW CHEMICAL COMPANY SOUTH MADISON STREET MI LUDINGTON $485 $485.00 24000 DOW CHEMICAL COMPANY PO BOX 2559 MI MIDLAND $57,953 $11,089 $2,590 $673- $70,960.38 79935 DOW CHEMICAL COMPANY PO BOX 1726 MI MIDLAND $120- $120.00- 83413 DOW CHEMICAL COMPANY 2020 BLDG MI MIDLAND $17,746 $17,746.00 83890 DOW CHEMICAL COMPANY PO BOX 1726 MI MIDLAND $12,455 $12,939 $9,315 $34,709.88 89563 DOW CHEMICAL COMPANY 1000 MIDLANTIC DRIVE NJ MOUNT LAUREL $675 $675.00 51018 DOW CHEMICAL COMPANY 1400 NORTON ROAD OH COLUMBUS $2,855 $1,270 $1,315 $5,440.00 24250 DOW CHEMICAL COMPANY PO DRAWER K TX FREEPORT $49,107 $3,400 $90 $52,597.29
JOB-RCPMO5 FMR 5/02/93 CO-CODE: O AGED ACCOUNTS RECEIVABLE ENDING-DATE 5/01/93 PAGE # 40 S.C.CUST# CUSTOMER ADDRESS ST. C I T Y 0-TO-30 31-TO-60 61-TO-90 OVER-90 TOTAL BAL-DUE 24300 DOW CHEMICAL COMPANY 2301 BRAZOS PORT BLVD. TX FREEPORT $11,893 $45 $402 $1,333 $13,673.54 24470 DOW CHEMICAL COMPANY INBOUND ACCOUNTS PAYABLE TX FREEPORT $93,683 $7,888 $11,196 $2,309 $115,077.52 85838 DOW CHEMICAL COMPANY TX LAREDO $560 $560.00 CUST. TOTAL...... 263,432 41,802 19,138 16,121 340,495.37 83615 DOW CHEMICAL USA PO BOX 182390 OH COLUMBUS $1,176,277 $100,453 $14,337 $2,085 $1,293,154.28 87784 DOW CHEMICAL USA PO BOX 182390 OH COLUMBUS $47,806 $8,596 $1,796 $490 $58,690.02 CUST. TOTAL...... 1,224,083 109,049 16,134 2,576 1,351,844.30 86251 DOW CORNING CORP./INTRA INTERNATIONAL BILLING ON MI BURTON, GE $550 $550.00 CUST. TOTAL...... 550 550.00 00299 DOW CORNING CORPORATION 760 HODGENVILLE ROAD KY ELIZABETHTOWN $1,523 $1,523.20 24490 DOW CORNING CORPORATION PO BOX 195000 MI BURTON $15,518 $12,168 $8,712- $18,975.12 28115 DOW CORNING CORPORATION 1635 NORTH GLEANER RD MI HEMLOCK $522 $522.00 56578 DOW CORNING CORPORATION 12334 GEDDES ROAD MI HEMLOCK $5,052 $5,052.13 24110 DOW CORNING CORPORATION PO BOX 0998 MI MIDLAND $10,790 $185 $277 $11,233.10 23740 DOW CORNING CORPORATION 2914 PATERSON ST NC GREENSBORO $4,390 $4,390.13 CUST. TOTAL...... 37,796 12,168 8,547- 277 41,695.68 81047 DOW ELANCO KRISTINE JOST IN INDIANAPOLIS $55- $55.00- CUST. TOTAL...... 55- 55.00- 58216 DOW INTERNATIONAL/DOMEST INTERNATIONAL BILLING ON TX LAKE JACKSON $5,490 $600 $5,594 $11,684.00 CUST. TOTAL...... 5,490 600 5,594 11,684.00 90156 DOW NORTH AMERICA 2040 DOW CENTER MI MIDLAND $2,075 $2,075.32 CUST. TOTAL...... 2,075 2,075.32 86269 DOW USA PO BOX 2084 MI MIDLAND $8,971 $800 $325 $2,277 $12,373.70 CUST. TOTAL...... 8,971 800 325 2,277 12,373.70 05873 DOW USA EASTERN DIVISION PO BOX 182390 OH COLUMBUS $45 $45.00 CUST. TOTAL...... 45 45.00 83418 DOW USA LOUISIANA DIVISI PO BOX 182390 OH COLUMBUS $140- $140.00- CUST. TOTAL...... 140- 140.00- 83607 DOW USA MICHIGAN DIVISIO PO BOX 182390 OH COLUMBUS $142- $142.60- CUST. TOTAL...... 142- 142.60- 77331 DOWBRANDS INC PO BOX 68511 IN INDIANAPOLIS $6,313 $58 $6,372.66 CUST. TOTAL...... 6,313 58 6,372.66 82283 DOWELANCO 934 BLDG MI MIDLAND $225 $225.00 CUST. TOTAL...... 225 225.00 86164 DOWELANCO/MICHIGAN DIVIS PO BOX 182390 OH COLUMBUS $46,591 $8,873 $55,464.88 CUST. TOTAL...... 46,591 8,873 55,464.88 54303 DOWELL SCHLUMBERGER INC US 131 & THOMAS ROAD MI KALKASKA $3,535- $3,535.75- 26271 DOWELL SCHLUMBERGER INC 6717 SOUTH 61ST WEST AVE OK TULSA $3,677 $282 $3,960.10
JOB-RCPMO5 FMR 5/02/93 CO-CODE: O AGED ACCOUNTS RECEIVABLE ENDING-DATE 5/01/93 PAGE # 41 S.C.CUST# CUSTOMER ADDRESS ST. CITY 0-TO-30 31-TO-60 61-TO-90 OVER-90 TOTAL BAL-DUE 83426 DOWELL SCHLUMBERGER INC 5155 W CARDINAL DR TX BEAUMONT $60 $60.00 82930 DOWELL SCHLUMBERGER INC 801 STANDARD STREET TX LONGVIEW $160 $160.00 CUST. TOTAL...... 3,677 3,033- 644.35 55205 DOWN RIVER 3271 FRANKLINTON RD GA MACON $805 $805.00 CUST. TOTAL...... 805 805.00 12054 DREW CHEMICAL COMPANY ONE DREW CHEMICAL PLAZA NJ BOONTON $603 $4,928 $5,531.80 CUST. TOTAL...... 603 4,928 5,531.80 01569 DREXEL CHEMICAL COMPANY MS TUNICA $3,865 $3,865.40 15300 DREXEL CHEMICAL COMPANY PO BOX 9306 TN MEMPHIS $1,441 $40 $634 $2,115.80 CUST. TOTAL...... 5,306 40 634 5,981.20 54082 DRYDEN OIL COMPANY 692 MILLBURY STREET MA WORCESTER $2,081 $140 $2,221.76 CUST. TOTAL...... 2,081 140 2,221.76 24476 DSM CHEMICALS 1 COLUMBIA NITROGEN ROAD GA AUGUSTA $790 $790.00 CUST. TOTAL...... 790 790.00 24500 DUBOIS CHEMICALS INC 3630 EAST KEMPER ROAD OH SHARONVILLE $55 $55 $110.00 CUST. TOTAL...... 55 55 110.00 59629 DUBROOK PO BOX 220746 VA CHANTILLY $1,096 $1,096.00 CUST. TOTAL...... 1,096 1,096.00 78848 DUCK BACK PRODUCTS PO BOX 980 CA CHICO $3,186 $3,186.25 78852 DUCK BACK PRODUCTS 2644 HEGAN LANE CA CHICO $6,572 $6,572.50 CUST. TOTAL...... 9,758 9,758.75 C 87203 DUNCOR ENTERPRISES INC 76 JAMES STREET ON BARRIE $7,294 $7,294.94 CUST. TOTAL...... 7,294 7,294.94 12140 DUPONT OF CANADA LTD ST. CLAIRE RIVERSITE ON CORUNNA $1,548 $1,803 $321 $3,672.97 00469 DUPONT OF CANADA LTD PO BOX 2200 STREETSVILL ON MISSISSAUGA $220,549 $38,108 $12,334 $17,350 $288,342.73 CUST. TOTAL...... 222,098 39,911 12,655 17,350 292,015.70 28685 DURAL PRODUCTS 555 MARSHALL AVENUE PQ DORVAL $.00 CUST. TOTAL...... .00 09281 DURON PAINT INC 10406 TUCKER STREET MD BELTSVILLE $125 $125.00 CUST. TOTAL...... 125 125.00 80110 DUTCH CHEMICALS 44 CLAYSON ROAD ON WESTON $27 $27.50 CUST. TOTAL...... 27 27.50 06205 DYNA TECH ADHESIVES INC COUNTRY CLUB ROAD WV GRAFTON $27,264 $156 $27,420.20 CUST. TOTAL...... 27,264 156 27,420.20 76753 DYNAGEN INC 2000 E POOL RD TX ODESSA $50 $50- $.00 CUST. TOTAL...... 50 50- .00
JOB-RCPMO5 FMR 5/02/93 CO-CODE: 0 AGED ACCOUNTS RECEIVABLE ENDING-DATE 5/01/93 PAGE # 42 S.C.CUST# CUSTOMER ADDRESS ST. CITY 0-TO-30 31-TO-60 61-TO-90 OVER-90 TOTAL BAL-DUE 74053 E DAVIS 7 TURNER PLACE NJ PISCATAWAY $55 $55.00 CUST. TOTAL...... 55 55.00 61583 E F HOUGHTON & COMPANY PO BOX 67 MO SAINT LOUIS $2,568 $646 $3,214.81 10753 E F HOUGHTON & COMPANY MADISON & VAN BUREN AVES PA VALLEY FORGE $412 $330 $5,433 $6,176.14 CUST. TOTAL...... 2,981 330 6,079 9,390.95 08056 E I DUPONT PO BOX 625 AL AXIS $540 $540.00 55075 E I DUPONT PO BOX 8964 DE WILMINGTON $306,943 $172,324 $51,685 $12,326 $543,280.09 56579 E I DUPONT 1007 MARKET STREET DE WILMINGTON $15,097 $15,097.50 66073 E I DUPONT 1007 MARKET STREET DE WILMINGTON $1,000 $2,000 $4,000 $7,000.00 85286 E I DUPONT INTERNATIONAL BILLING ON DE WILMINGTON $1,303 $88 $4,495 $5,886.50 85659 E I DUPONT 1007 MARKET STREET DE WILMINGTON $13,520 $14,560 $28,080.00 25030 E I DUPONT HC 66-400 HARRIS RD. KY WURTLAND $65 $65.00 55447 E I DUPONT MI MOUNT CLEMENS $100 $100.00 12340 E I DUPONT CHAMBERS WORKS NJ DEEPWATER $2,354 $709 $56 $3,118.50 25080 E I DUPONT NORTH REPAUND AVE. NJ GIBBSTOWN $302 $896 $1,198.00 07731 E I DUPONT OH MIAMI FORT $388 $388.50 05002 E I DUPONT EMIG & BUSSER ROADS PA EMIGSVILLE $27 $27.50 63426 E I DUPONT PO BOX 286/ACCTS PAYABL TX BEAUMONT $1,899 $1,886 $3,785.16 25240 E I DUPONT PO BOX 635* WV BELLE $3,366 $3,366.00 14493 E I DUPONT FMI PO BOX 8964 DE WILMINGTON $1,706,939 $460,926 $4,178 $16,669 $2,188,715.09 CUST. TOTAL...... 2,048,184 651,948 62,715 37,798 2,800,647.84 72709 ENSR OPERATIONS 1700 GATEWAY BLVD OH CANTON $2,423 $2,423.00 CUST. TOTAL...... 2,423 2,423.00 54117 ER CARPENTER COMPANY IN 2611 N GENERAL BRUCE DRI TX TEMPLE $27- $27.50- CUST. TOTAL...... 27- 27.50- 20954 EASTECH CHEMICAL INC 5700 TACONY STREET PA PHILADELPHIA $831 $2,388 $200 $3,419.00 CUST. TOTAL...... 831 2,388 200 3,419.00 79581 EASTERN CONSOLIDATED UTI 7785 SPRING CREEK RD. PA MACUNGIE $2,080 $2,080.60 CUST. TOTAL...... 2,080 2,080.60 89287 EASTMAN CHEMICAL PO BOX 219 TX CONROE $220 $220.00 CUST. TOTAL...... 220 220.00 80638 EASTMAN CHEMICAL COMPANY PO BOX 1990/157 E MAIN TN KINGSPORT $5,715 $260 $677 $6,652.50 81470 EASTMAN CHEMICAL COMPANY PO BOX 511 TN KINGSPORT $20,595 $1,030 $21,625.77 CUST. TOTAL...... 26,310 260 1,707 28,278.27 25910 EASTMAN KODAK COMPANY PO BOX 92704 NY ROCHESTER $29,681 $29,681.45 CUST. TOTAL...... 29,681 29,681.45 61182 ECCLESTONE INDUSTRIAL CH 21701 HOOVER RD MI WARREN $753 $140 $893.00 CUST. TOTAL...... 753 140 893.00 74611 ECHOLAB INC 255 BLAIR RD NJ AVENEL $516 $516.50 CUST. TOTAL...... 516 516.50
JOB-RCPMO5 FMR 5/02/93 CO-CODE: O AGED ACCOUNTS RECEIVABLE ENDING-DATE 5/01/93 PAGE # 43 S.C.CUST# CUSTOMER ADDRESS ST. CITY 0-TO-30 31-TO-60 61-TO-90 OVER-90 TOTAL BAL-DUE 75645 ECOLAB INC 5075 TOMKEN AVENUE ON MISSISSAUGA $4,827 $4,827.84 CUST. TOTAL...... 4,827 4,827.84 88059 ECOLOCHEM INC 73 RUMSEY ROAD CT EAST HARTFORD $157 $157.56 CUST. TOTAL...... 157 157.56 29875 ECONOMICS LABORATORY INC 255 BLAIR ROAD NJ AVENEL $82 $82.50 29885 ECONOMICS LABORATORY INC 2305 SHERWIN STREET TX GARLAND $27 $27.50 CUST. TOTAL...... 110 110.00 57079 EDDIE MERCER INC LINGANORE RD MO FREDERICK $150 $150.00 CUST. TOTAL...... 150 150.00 60540 EDWARDS HIGH VACUUM 2175 MILITARY ROAD NY TONAWANDA $1,285 $1,285.00 CUST. TOTAL...... 1,285 1,285.00 86161 EKA NOBEL INC 2622 NASHVILLE FERRY RD MS COLUMBUS 9,419 $9,419.00 86894 EKA NOBEL INC 69 SOUTH MS COLUMBUS 4,774 $4,774.00 CUST. TOTAL...... 14,193 14,193.00 70153 EL PASO REFINING PO BOX 9579 TX EL PASO $140 $140.00 CUST. TOTAL...... 140 140.00 13140 ELF ATOCHEM HIGHWAY 43 NORTH AL AXIS $467 $110 $433 $1,011.25 51650 ELF ATOCHEM 2316 HIGHLAND AVENUE KY CARROLLTON $21,135 $5,324 $144 $26,603.85 82103 ELF ATOCHEM 17168 WEST JEFFERSON MI RIVERVIEW $3,003 $3,003.75 89036 ELF ATOCHEM 17168 WEST JEFFERSON AVE MI RIVERVIEW $3,585 $3,585.42 75485 ELF ATOCHEM PO BOX 2287 NJ RAHWAY $10,807 $1,333 $1,502 $13,642.00 86400 ELF ATOCHEM PO BOX 188 NY GENESEO $3,626 $380 $4,006.50 23058 ELF ATOCHEM 421 LONDEN ROAD OH DELAWARE $4,589 $4,589.31 58913 ELF ATOCHEM 700 3RD LINE ON OAKVILLE $364 $498 $1,590 $2,452.00 26312 ELF ATOCHEM THREE PARKWAY PA PHILADELPHIA $77,038 $47,680 $19,644 $27,519 $171,882.41 62400 ELF ATOCHEM THREE PARKWAY PA PHILADELPHIA $3,531 $190 $1,195 $95 $5,011.00 74194 ELF ATOCHEM THREE PARKWAY PA PHILADELPHIA $41,719 $3,261 $1,680 $46,661.60 74198 ELF ATOCHEM THREE PARKWAY PA PHILADELPHIA $5,656 $485 $6,141.88 74672 ELF ATOCHEM THREE PARKWAY PA PHILADELPHIA $2,608 $858 $3,466.50 78878 ELF ATOCHEM THREE PARKWAY PA PHILADELPHIA $24,010 $8,511 $620 $1,030- $32,111.30 78896 ELF ATOCHEM THREE PARKWAY PA PHILADELPHIA $1,536 $560 $650 $2,746.70 80328 ELF ATOCHEM THREE PARKWAY PA PHILADELPHIA $1,375 $1,382 $182 $2,939.50 81660 ELF ATOCHEM THREE PARKWAY PA PHILADELPHIA $19,439 $19,439.20 89149 ELF ATOCHEM 3 PARKWAY PLAZA PA PHILADELPHIA $3,438 $1,139 $4,577.90 04633 ELF ATOCHEM PO BOX 1427 TX BEAUMONT $1,400 $1,400.00 00155 ELF ATOCHEM 2231 HADEN ROAD TX HOUSTON $5,094 $420 $163 $5,677.50 CUST. TOTAL...... 217,737 82,616 24,991 35,603 360,949.57 81674 ELI LILLY & COMPANY INC PO BOX 818019 OH CLEVELAND $852 $852.50 CUST. TOTAL...... 852 852.50 08583 ELIZABETHTOWN WATER CO PO BOX 102 NJ SOUND BROOK $26 $26.00 CUST. TOTAL...... 26 26.00 05049 ELKEM METALS COMPANY PO BOX 266 PA PITTSBURGH $1,475 $1,475.00 CUST. TOTAL...... 1,475 1,475.00
JOB-RCPMO5 FMR 5/02/93 CO-CODE: O AGED ACCOUNTS RECEIVABLE ENDING-DATE 5/01/93 PAGE # 44 S.C.CUST# CUSTOMER ADDRESS ST. CITY 0-TO-30 31-TO-60 61-TO-90 OVER-90 TOTAL BAL-DUE 90041 ELLIOTT BROTHERS STEEL C STATE ROUTE 168 PA NEW CASTLE $2,302 $2,302.40 CUST. TOTAL...... 2,302 2,302.40 89694 EMBALLAGE ST JEAN 3050 ST MICHEL PQ SAINT JEAN $64 $64.20 CUST. TOTAL...... 64 64.20 89151 EMERY WORLDWIDE INDIANAPOLIS INTL IN INDIANAPOLIS $45 $45.00 AIRPORT CUST. TOTAL...... 45 45.00 80551 EML ENTERPRISES 4243 NORTH RIVER ROAD LA PORT ALLEN $110 $82 $192.50 CUST. TOTAL...... 110 82 192.50 06839 EMPAK INCORPORATED 2759 BATTLEGROUND ROAD TX DEER PARK $110 $330 $1,090 $1,530.00 88481 EMPAK INCORPORATED 2759 BATTLEGROUND ROAD TX DEER PARK $420 $420.00 CUST. TOTAL...... 110 330 1,510 1,950.00 50301 EMPIRE MARBLE 195 RIVER STREET NJ PATERSON $82 $82.50 CUST. TOTAL...... 82 82.50 62559 EMS AMERICAN GRILON AND CORPORATE WAY SC SUMTER $75 $75.00 CUST. TOTAL...... 75 75.00 24773 ENGELHARD CORPORATION 3400 BANK STREET NY LOUISVILLE $27 $27.50 23421 ENGELHARD CORPORATION 120 PINE STREET OH ELYRIA $250 $250.00 CUST. TOTAL...... 27 250 277.50 50874 ENSCO INC. PO BOX 1957 AR EL DORADO $2,474 $2,474.00 CUST. TOTAL...... 2,474 2,474.00 87383 ENSI 194 AVE L NJ NEWARK $130 $130.00 CUST. TOTAL...... 130 130.00 73171 ENSING PRODUCTS 3528 E 76TH STREET OH CLEVELAND $385 $385.00 CUST. TOTAL...... 385 385.00 84737 ENSOLITE INC. 312 N HILL STREET IN MISHAWAKA $110 $110.00 CUST. TOTAL...... 110 110.00 82429 ENTROPEX 1390 LOUGAR ON SARNIA $659 $659.66 CUST. TOTAL...... 659 659.66 C 87498 ENVIRODYNE CORPORATION % KLS LOGISTICS SUITE 3 CA PLEASANTON $308 $9,840 $10,148.30 CUST. TOTAL...... 308 9,840 10,148.30 76869 ENVIRODYNE SYSTEMS 2840 A HOWE ROAD CA MARTINEZ $192 $192.50 CUST. TOTAL...... 192 192.50 88902 ENVIRONMENTAL PRODS & SE 5140 PAXTON ST PA HARRISBURG $4,680 $4,680.00 CUST. TOTAL...... 4,680 4,680.00 84884 ENVIRONMENTAL PRODUCTS & PO BOX 676 NY BUFFALO $3,750 $3,750.00 CUST. TOTAL...... 3,750 3,750.00
JOB-RCPMO5 FMR 5/02/93 CO-CODE: O AGED ACCOUNTS RECEIVABLE ENDING-DATE 5/01/93 PAGE # 45 S.C.CUST# CUSTOMER ADDRESS ST. C I T Y 0-TO-30 31-TO-60 61-TO-90 OVER-90 TOTAL BAL-DUE 89482 ENVIRONMENTAL WASTE CONT 27140 PRINCETON AVE MI INKSTER $48 $168 $216.00 CUST. TOTAL...... 48 168 216.00 89525 ERGON REFINING INC PO BOX 309 MS VICKSBURG $2,162 $2,162.60 CUST. TOTAL...... 2,162 2,162.60 75320 ERIE COKE CORPORATION BOX 6180 PA ERIE $137 $1,862 $2,000.00 CUST. TOTAL...... 137 1,862 2,000.00 64693 ERVIN KAHLER IND 225 SOUTH MAPLE STREET IL MORTON $160 $160.00 CUST. TOTAL...... 160 160.00 74828 ESSEX GROUP US 30 WEST & 600 EAST IN COLUMBIA CITY $137 $27 $165.00 CUST. TOTAL...... 137 27 165.00 82238 ESSEX SPECIALTY COMPANY 1135 BROAD STREET NJ CLIFTON $9,211 $9,211.00 CUST. TOTAL...... 9,211 9,211.00 06964 ESSO CHEMICAL CANADA PO BOX 3033 ON SARNIA $119 $119.50 54461 ESSO CHEMICAL CANADA 4711 YONGE STREET ON TORONTO $8,469 $2,027 $10,496.64 CUST. TOTAL...... 8,588 2,027 10,616.14 63293 ESSO PETROLEUM CANADA CRISTINA ST/PO BOX 3022 ON SARNIA $2,805 $2,805.60 55563 ESSO PETROLEUM CANADA 55 ST CLAIR AVE WEST ON TORONTO $2,898 $5,869 $8,767.68 CUST. TOTAL...... 2,805 2,898 5,869 11,573.28 15676 ESSROC MATERIALS INC PO BOX D MO FREDERICK $1,843 $1,843.79 56330 ESSROC MATERIALS INC PO BOX 32 PA NAZARETH $12,671 $1,747 $14,418.87 CUST. TOTAL...... 12,671 3,591 16,262.66 87931 ETHICHEM CORP TECHNICAL OIL PRODUCT PA EASTON $82 $82.50 CUST. TOTAL...... 82 82.50 06586 ETHYL CANADA INC 220 ST CLAIR PARKWAY ON CORUNNA $162 $5,347 $5,509.90 CUST. TOTAL...... 162 5,347 5,509.90 17157 ETHYL CORPORATION PO BOX 1890 AR MAGNOLIA $4,632 $41 $232 $4,905.25 09091 ETHYL CORPORATION 451 FLORIDA BLVD LA BATON ROUGE $96 $40 $82 $218.75 86429 ETHYL CORPORATION 451 FLORIDA BLVD LA BATON ROUGE $27 $27.50 06291 ETHYL CORPORATION PO BOX 67 MO SAINT LOUIS $54,187 $12,623 $93- $658 $67,376.11 28470 ETHYL CORPORATION VENDOR 17169-139 BOX 102 SC ORANGEBURG $4,418 $930 $5,348.75 28480 ETHYL CORPORATION PO BOX 472 TX PASADENA $32,199 $4,248 $955 $499 $37,902.35 87530 ETHYL CORPORATION 330 SOUTH 4TH ST VA RICHMOND $13,187 $13,187.85 CUST. TOTAL...... 108,749 17,883 861 1,472 128,966.56 29955 ETHYL PETROLEUM ADDITIVE ATTN: KATRICE FAULKNER IL SAUGET $8,330 $5,911 $295 $14,536.75 26600 ETHYL PETROLEUM ADDITIVE 20 SOUTH 4TH STREET MO SAINT LOUIS $1,877 $1,877.66 67769 ETHYL PETROLEUM ADDITIVE 20 S 4TH STREET MO SAINT LOUIS $1,870 $1,870.00 88788 ETHYL PETROLEUM ADDITIVE PO BOX 67 MO SAINT LOUIS $10,464 $3,838 $14,302.84 CUST. TOTAL...... 18,794 9,750 4,042 32,587.25 53449 EUCLID CHEMICAL COMPANY BLDG 25B-SUITE 4C NJ E. BRUNSWICK $860 $860.14 CUST. TOTAL...... 860 860.14
JOB-RCPMO5 FNR 5/02/93 CO-CODE: O A G E D A C C O U N T S R E C E I V A B L E ENDING-DATE 5/01/93 PAGE # 46 S.C. CUST # C U S T O M E R A D D R E S S ST. C I T Y 0-TO-30 31-TO-60 61-TO-90 OVER-90 TOTAL BAL-DUE 79079 EURO GULF INC % CARE SHIPPING INC TX HOUSTON $2,770 $2,770.04 CUST. TOTAL...... 2,770 2,770.04 75435 EVANS ADHESIVES CORP 925 OLD HENDERSON RD OH COLUMBUS $80 $80.00 CUST. TOTAL...... 80 80.00 10074 EVANS CHEMETICS DIV OF HAMPSHIRE CHEMICA NY WATERLOO $27 $110 $137.50 28530 EVANS CHEMETICS DIV OF HAMPSHIRE CHEMICA NY WATERLOO $4,628 $4,628.59 CUST. TOTAL....... 4,656 110 4,766.09 11171 EVANS COOPERAGE CO INC 1255 PETERS RD LA HARVEY $41- $41.25- 16945 EVANS COOPERAGE CO INC 10521 SHELDON ROAD TX HOUSTON $2,145 $2,145.00 CUST. TOTAL....... 41- 2,145 2,103.75 04957 EVERETT V MOSER 2222-B OLD NATIONAL PIKE MD MIDDLETOWN $131- $131.84- CUST. TOTAL....... 131- 131.84- 75527 EVERGREEN OIL CO 6880 SMITH AVENUE CA NEWARK $693 $42 $735.00 CUST. TOTAL....... 693 42 735.00 65613 EXCEL OF TENNESSEE INC 2200 HELTON DR TN LAWRENCEBURG $82 $82.50 CUST. TOTAL....... 82 82.50 87102 EXCEL TSD INC 552 RIVERGATE ROAD TN MEMPHIS $7,867 $11,025 $396 $3,825 $23,113.32 CUST. TOTAL....... 7,867 11,025 396 3,825 23,113.32 86669 EXPERT FREIGHT INC OF GA 2440 SANDY PLAINS RD GA MARIETTA $1,768 $1,768.22 CUST. TOTAL....... 1,768 1,768.22 89661 EXPRESS CONTAINER SERVIC 809 CHATAGUA VA PORTSMOUTH $211 $211.50 CUST. TOTAL....... $211 $211.50 01309 EXXON CHEMICAL AMERICAS 4999 SCENIC HWY* LA BATON ROUGE $4,160 $345 $1,123 $322 $5,951.50 27990 EXXON CHEMICAL AMERICAS P O BOX 216 NJ LINDEN $9,174 $17,883 $27,058.00 27820 EXXON CHEMICAL AMERICAS P O BOX 4004* TX BAYTOWN $136 $948 $1,084.00 10101 EXXON CHEMICAL AMERICAS P O BOX 4259 TX HOUSTON $1,602 $137 $2,405 $4,146.26 27890 EXXON CHEMICAL AMERICAS P O BOX 4259 TX HOUSTON $1,593 $2,340 $334 $2,030- $2,237.30 75564 EXXON CHEMICAL AMERICAS P O BOX 4321 TX HOUSTON $534 $534.00 80405 EXXON CHEMICAL AMERICAS P O BOX 4259 TX HOUSTON $220 $220.00 57483 EXXON CHEMICAL AMERICAS 13330 HATCHERVILLE RD TX MONT BELVIEU $13,393 $13,393.86 CUST. TOTAL........ 30,060 21,654 1,457 1,451 54,624.92 84361 EXXON CHEMICAL COMPANY P O BOX 23 NJ LINDEN $3,000 $3,000 $6,000.00 78839 EXXON CHEMICAL COMPANY C/O CASS LOGISTICS OH COLUMBUS $4,626 $1,598 159- $6,064.68 31440 EXXON CHEMICAL COMPANY 8230 STEDMAN ST TX HOUSTON $2,186 $960 $808 $660 $4,615.15 CUST. TOTAL....... 9,813 3,960 2,406 500 16,679.83 20176 EXXON CHEMICAL TRADING I P O BOX 264 NJ FLORHAM PARK $52 $52.00 CUST. TOTAL....... 52 52.00 27810 EXXON COMPANY U S A P O BOX 551 LA BATON ROUGE $2,243 $1,494 $3,737.50 05676 EXXON COMPANY U S A 1 AVENUE J NJ BAYONNE $67 $2,094 $247 $165 $2,574.00
JOB-RCPMO5 FNR 5/02/93 CO-CODE: O A G E D A C C O U N T S R E C E I V A B L E ENDING-DATE 5/01/93 PAGE # 47 S.C. CUST # C U S T O M E R A D D R E S S ST. CITY 0-TO-30 31-TO-60 61-TO-90 OVER-90 TOTAL BAL-DUE 15731 EXXON COMPANY U S A 1445 GREENLEAF STREET SC CHARLESTON $22 $22.50 06450 EXXON COMPANY U S A P O BOX 1981 TX HOUSTON $2,847 $27 $2,875.00 55439 EXXON COMPANY U S A P O BOX 4667 TX HOUSTON $82 $357 $440.00 58602 EXXON COMPANY U S A P O BOX 4275 TX HOUSTON $8,090 $7,009 $15,099.75 62083 EXXON COMPANY U S A P O BOX 4646 TX HOUSTON $370 $370.80 72963 EXXON COMPANY U S A P O BOX 2169 TX HOUSTON $1,085 $1,085 $2,170.00 84967 EXXON COMPANY U S A P O BOX 4695 TX HOUSTON $358 $358.00 CUST. TOTAL...... . 14,691 2,199 605 10,152 27,647.55 90198 EZE MANUFACTURING N W IN 1265 HENDRICKSON DRIVE WA KALAMA $532 $532.50 CUST. TOTAL...... . 532 532.50 OVER-365-DAYS . . . 172,821 *** A TO E *** 8,442,382 2,074,779 503,105 754,576 11,774,844.03 56169 F E COOPER LUMBER PA HOPEWELL $944 $944.81 CUST. TOTAL...... . 944 944.81 16882 F M C ACG CORPORATION P O BOX 782 IL AURORA $6,322 $5,073 $2,834 $14,230.36 23391 F M C ACG CORPORATION P O BOX 180 IL WYOMING $27 $27.60 30570 F M C ACG CORPORATION P O BOX 1616 MD BALTIMORE $84,479 $48,829 $891- $238 $132,655.25 75431 F M C ACG CORPORATION MD BALTIMORE $394- $394.28- 57800 F M C ACG CORPORATION 100 NIAGARA STREET NY MIDDLEPORT $56,068 $5,565 $60 $3,667 $65,360.97 84436 F M C ACG CORPORATION 1735 MARKET STREET PA PHILADELPHIA $12,494 $3,649 $192- $15,951.40 03207 F M C ACG CORPORATION P O BOX 579 WV INSTITUTE $992 $8,629 $9,621.50 CUST. TOTAL...... 160,384 71,746 2,003 3,318 237,452.70 23007 F M C CORPORATION 8787 ENTERPRISE DRIVE CA NEWARK $6,408 $426 $6,834.80 79274 F M C CORPORATION P O BOX 4111 ID POCATELLO $1,584 $352 $1,936.00 05210 F M C CORPORATION 440 N 9TH STREET KS LAWRENCE $1,668 $1,668.00 30550 F M C CORPORATION 500 ROOSEVELT AVENUE NJ CARTERET $55 $30 $85.00 30450 F M C CORPORATION RIVER RD & SAWYER AVE NY TONAWANDA $275 $192 $265 $732.50 05619 F M C CORPORATION P O BOX 8793 PA PHILADELPHIA $1,425 $2,245 $370 $20 $4,060.00 79950 F M C CORPORATION 1735 MARKET STREET PA PHILADELPHIA $1,360- $1,360.00- 80136 F M C CORPORATION P O BOX 8793 PA PHILADELPHIA $95 $887 $1,384 $69 $2,436.00 82984 F M C CORPORATION P O BOX 8793 PA PHILADELPHIA $25,109 $11,504 $3,439 $4,520 $44,573.44 58950 F M C CORPORATION PROCESS ADDITIVES DIV WV NITRO $302 $302.50 30540 F M C CORPORATION 3200 MAC CORKLE AVENUE WV S CHARLESTON $3,450 $3,450 $6,450 $13,350.00 74661 F M C CORPORATION RR STATION WESTVACO WY WY GREEN RIVER $130- $130.50- CUST. TOTAL...... 31,938 25,396 10,283 6,869 74,487.74 08846 F M C CORPORATION / LITH 449 NORTH COX RD NC GASTONIA $18,942 $2,584 $470 $21,996.48 08578 F M C CORPORATION / LITH 12000 BAY AREA BLVD TX PASADENA $136 $136 $357 $629.50 CUST. TOTAL...... 19,078 2,584 606 357 $22,625.98 56935 FAESY & BESTHOFF INC. 143 RIVER ROAD NJ EDGEWATER $1,745 $537 $2,282.00 CUST. TOTAL...... 1,745 537 2,282.00 01533 FAR RESEARCH INC. 2210 WIHELMINA COURT FL PALM BAY $192 $192.50 CUST. TOTAL...... 192 192.50 03501 FARLEY CHEMICAL & SOLVEN P O BOX 1668 OH AKRON $45 $45.00 CUST. TOTAL...... 45 45.00
JOB-RCPMO5 FNR 5/02/93 CO-CODE: O A G E D A C C O U N T S R E C E I V A B L E ENDING-DATE 5/01/93 PAGE # 48 S.C. CUST # C U S T O M E R A D D R E S S ST. C I T Y 0-TO-30 31-TO-60 61-TO-90 OVER-90 TOTAL BAL-DUE 08142 FARMLAND INDUSTRIES P O BOX 7305 MO KANSAS CITY $1,326 $1,326.60 52043 FARMLAND INDUSTRIES 6300 SO WASHINGTON STREET TX AMARILLO $305 $305.00 CUST. TOTAL...... 1,631 1,631.60 81409 FAVESA 15 LEIGH FISHER TX EL PASO $220 $220.00 CUST. TOTAL...... 220 220.00 01429 FEDERAL PAPERBOARD CO GA HWY 56 SOUTH PLT 510 GA AUGUSTA $80 $80.00 CUST. TOTAL...... 80 80.00 77354 FERRANTI PACKARD INC P O BOX 640 NY GETZVILLE $192 $192.50 89109 FERRANTI PACKARD INC C/O FRANKLIN TRAFFIC SER NY RANSOMVILLE $4,486 $4,486.42 CUST. TOTAL...... 4,486 192 4,678.92 32035 FERRO CORPORATION 7050 KRICK ROAD OH BEDFORD $15,772 $27 $3,399 $320 $19,519.70 CUST. TOTAL...... 15,772 27 3,399 320 19,519.70 89537 FERTIZONA INC 17102 W OLIVE AVE AZ WADDELL $315 $315.00 CUST. TOTAL...... 315 315.00 52886 FIBER-LITE CORP P O BOX B OH TOLEDO $512 $512.00 CUST. TOTAL...... 512 512.00 05595 FIEDALE CORP P O BOX 558 GA BALDWIN $450 $450.00 CUST. TOTAL...... 450 450.00 06430 FIELDALE CORPORATION GA CORNELIA $350 $350.00 CUST. TOTAL...... 350 350.00 79639 FIELDCREST CANNON INC P O BOX 1200 NC EDEN $472 $472.00 CUST. TOTAL...... 472 472.00 90034 FIL-PAK 4700 HEWES AVE MS GULFPORT $2,992 $2,992.00 CUST. TOTAL...... 2,992 2,992.00 09009 FINA OIL & CHEMICAL CO P O BOX 17651 MO SAINT LOUIS $22,632 $5,836 $6,276 $3,032 $37,778.34 12827 FINA OIL & CHEMICAL CO P O BOX 2159 TX DALLAS $3,162 $360 $460 $75 $4,057.00 08339 FINA OIL & CHEMICAL CO BATTLEGROUND RD TX LA PORTE $688- $688.50- 87833 FINA OIL & CHEMICAL CO 12212 PORT ROAD TX PASEDENA $1,968 $1,968.75 CUST. TOTAL...... 27,762 6,196 6,736 2,419 43,115.59 29430 FINCH PRUYN CO INC 1 GLEN STREET NY GLENS FALLS $55 $55.00 CUST. TOTAL...... 55 55.00 00251 FINDETT CORPORATION 8 GOVERNOR DRIVE MO SAINT CHARLES $1,540 $1,540.00 CUST. TOTAL...... 1,540 1,540.00 53835 FINDLEY ADHESIVES INC 11320 W WATERTOWN PLANK WI WAUWATOSA $3,678 $3,678.00 CUST. TOTAL...... 3,678 3,678.00 75583 FIRESTONE BLDG PRODUCTS 2100 CENTURY CIRCLE TX IRVING $215 $215.00 54265 FIRESTONE BLDG PRODUCTS 1125 PAGE BLVD MA SPRINGFIELD $357 $357.50 CUST. TOTAL...... 572 572.50
JOB-RCPMO5 FNR 5/02/93 CO-CODE: O A G E D A C C O U N T S R E C E I V A B L E ENDING-DATE 5/01/93 PAGE # 49 S.C. CUST # C U S T O M E R A D D R E S S ST. C I T Y 0-TO-30 31-TO-60 61-TO-90 OVER-90 TOTAL BAL-DUE 06112 FIRESTONE TIRE & RUBBER HIGHWAY US 301 NORTH NC WILSON $110 $110.00 CUST. TOTAL...... $110 $110.00 82301 FIRMENICH INC 928-964 DOREMUS AVE NJ NEWARK $82 $82.50 78347 FIRMENICH INC P O BOX 3415 NJ PRINCETON $1,746 $1,746.30 CUST. TOTAL...... 1,828 1,828.80 89868 FIRST BRANDS VA AMHERST $10,651 $10,651.53 CUST. TOTAL...... 10,651 10,651.53 13671 FIRST BRANDS CORPORATION P O BOX 1911 CT DANBURY $5,482 $3,608 $9,091.03 76800 FIRST BRANDS CORPORATION UNIVERSAL ROAD OFF MANTU NJ PAULSBORO $1,080 $55 $1,135.00 CUST. TOTAL...... 6,562 55 3,608 10,226.03 83167 FIRST BRANDS INDUSTRIES 101 JOHN STREET ON ORANGEVILLE $2,379 $2,379.60 CUST. TOTAL...... 2,379 2,379.60 12230 FIRST CHEMICAL CORP P O BOX 1427 MS PASCAGOULA $5,471 $5,471.98 CUST. TOTAL...... 5,471 5,471.98 12086 FISH CHEMICAL & EQUIPMEN 18 INDUSTRIAL ROAD MA WALPOLE $165 $55 $55 $275.00 CUST. TOTAL...... 165 55 55 275.00 09275 FISHER GUIDE DIV OF GM 1000 TOWN LINE ROAD NY SYRACUSE $146- $146.00- CUST. TOTAL...... 146- 146.00- 29830 FISHER SCIENTIFIC 1 REAGENT LANE NJ FAIR LAWN $696 $696.00 CUST. TOTAL...... 696 696.00 71966 FIVE STAR FINISHING INC LOWY DRIVE GA CHATSWORTH $415 $415.00 CUST. TOTAL...... 415 415.00 77923 FLEISCHMANNS YEAST 2743 RIVERPORT RD TN MEMPHIS $201 $201.60 CUST. TOTAL...... 201 201.60 28070 FLETCHER OIL & REFINING 24721 SOUTH MAIN STREET CA CARSON $1,044 $1,044.80 88456 FLETCHER OIL & REFINING P O BOX 548 CA WILMINGTON $862 $862.00 CUST. TOTAL...... 1,906 1,906.80 00805 FLEX PRODUCTS STATE ROUTE 93 OH BALTIC $82 $82.50 CUST. TOTAL...... 82 $82.50 77095 FLEXCON COMPANY INC SOUTH SPENCER RD MA SPENCER $137 $137 $275.00 CUST. TOTAL...... 137 137 275.00 71879 FLEXEL INC 115 PERIMETER CENTER PLA GA ATLANTA $1,087 $137 $1,225.30 CUST. TOTAL...... 1,087 137 1,225.30 65351 FLEXI FLO TERMINAL 125 COUNTRY RD NJ JERSEY CITY $100 $100.00 CUST. TOTAL...... 100 100.00 14380 FLEXI FLO-CON RAIL P O BOX 560 NY BUFFALO $451 $451.00 CUST. TOTAL...... 451 451.00
JOB-RCPMO5 FNR 5/02/93 CO-CODE: O A G E D A C C O U N T S R E C E I V A B L E ENDING-DATE 5/01/93 PAGE # 50 S.C. CUST # C U S T O M E R A D D R E S S ST. C I T Y 0-TO-30 31-TO-60 61-TO-90 OVER-90 TOTAL BAL-DUE 29870 FLEXIBLE PRODUCTS CO INC 1007 INDUSTRIAL PK DR GA MARIETTA $2,706 $2,706.15 CUST. TOTAL...... 2,706 2,706.15 84513 FLINT INK CORPORATION 14930 MARQUARDT STREET CA SANTA FE SPRIN $874- $874.40- CUST. TOTAL...... 874- 874.40- 88437 FLOUR A LIFE 501 RECOLD ROAD SC WALTERBORO $39 $39.00 CUST. TOTAL...... 39 39.00 61231 FLUID PACKAGING CO 800 AIRPORT RD NJ LAKEWOOD $220 $137 $522 $962 $1,842.50 CUST. TOTAL...... 220 137 522 962 1,842.50 08908 FOAM ENTERPRISES INC 13630 WATERTOWER CIRCLE MN MINNEAPOLIS $60 $40 $100.00 CUST. TOTAL...... 60 40 100.00 75873 FOAMEX CORPORATION 1705 A INDUSTRIAL BLVD GA CONYERS $275 $275.00 76986 FOAMEX CORPORATION 3210 CURTIS BOULEVARD TX MESQUITE $110 $110- $.00 CUST. TOTAL...... 110 165 $275.00 79364 FOAMEX PRODUCTS INC 3005 COMMERCIAL RD IN FORT WAYNE $27 $27.50 72630 FOAMEX PRODUCTS INC LEE INDUSTRIAL PK SOUTH MS VERONA $330 $330.00 01028 FOAMEX PRODUCTS INC 466 SHADY AVENUE PA CORRY $27 $27.50 CUST. TOTAL...... 27 27 330 $385.00 72892 FOAMSEAL INCORPORATED 195 DEMILLE MI LAPEER $1,578 $110 $1,688.55 CUST. TOTAL...... 1,578 110 1,688.55 78438 FOAMTEK INC 1151 ATLANTIC DRIVE IL W CHICAGO $45 $45.00 CUST. TOTAL...... 45 45.00 55717 FOGEL FUEL SERVICE P O BOX 407 PA NAZARETH $352 $352.82 CUST. TOTAL...... 352 352.82 68512 FOOTE MINERAL COMPANY P O BOX 420 TN NEW JOHNSONVIL $260 $260.00 CUST. TOTAL...... 260 260.00 71854 FORD MOTOR COMPANY P O BOX 194567 CA SAN FRANCISCO $4,668 $3,045 $1,370 $9,085.00 02776 FORD MOTOR COMPANY 340 HENRY FORD II AVENUE GA HAPEVILLE $82 $82.50 60637 FORD MOTOR COMPANY P O BOX 195000 MI BURTON $135 $175 $1,757 $2,067.50 68564 FORD MOTOR COMPANY P O BOX 1557 MI DEARBORN $376 $376.04 79241 FORD MOTOR COMPANY P O BOX 6056 MI DEARBORN $2,207 $2,207.50 84827 FORD MOTOR COMPANY 290 TOWN CENTER DRIVE MI DEARBORN $467 $247 $715.00 75630 FORD MOTOR COMPANY 701 E 32 MILE RD MI ROMEO $220 $220.00 32625 FORD MOTOR COMPANY 500500 MOUND ROAD MI UTICA $82 $82.50 78175 FORD MOTOR COMPANY 37625 MICHIGAN AVE MI WAYNE $677 $740 $1,417.58 13152 FORD MOTOR COMPANY 6250 NORTH LINDBERG MO HAZELWOOD $433 $433.50 51990 FORD MOTOR COMPANY 650 MILLER ROAD OH AVON LAKE $1,340 $48 $1,388.00 10329 FORD MOTOR COMPANY P O BOX 9860 OH BROOK PARK $612 $233 $845.84 67943 FORD MOTOR COMPANY P O BOX 42039 OH BROOK PARK $16,049 $1,330 $643 $18,022.92 30640 FORD MOTOR COMPANY 2424 SPRINGFIELD AVE VA NORFOLK $45 $45.00 CUST. TOTAL...... 24,491 5,363 1,545 5,588 36,988.88
JOB-RCPMO5 FNR 5/02/93 CO-CODE: O A G E D A C C O U N T S R E C E I V A B L E ENDING-DATE 5/01/93 PAGE # 51 S.C. CUST # C U S T O M E R A D D R E S S ST. C I T Y 0-TO-30 31-TO-60 61-TO-90 OVER-90 TOTAL BAL-DUE 57983 FORMOSA PLASTICS CORP P O BOX 271 LA BATON ROUGE $55 $55.00 79372 FORMOSA PLASTICS CORP 9 PEACHTREE HILL RD NJ LIVINGSTON $270 $270 $3,174 $3,174.90 CUST. TOTAL...... 325 270 3,174 3,769.90 65235 FORT HOWARD PAPER COMPAN BAKER HILL ROAD GA RINCON $137 $137.50 CUST. TOTAL...... 137 137.50 23699 FORT ORANGE PAPER CO INC 1900 RIVER ROAD NY CASTLETON ON H $123 $123.75 CUST. TOTAL...... 123 123.75 83344 FORTIFIBER CORP 55 STARKEY AVE MA ATTLEBORO $45 $45.00 CUST. TOTAL...... 45 45.00 04476 FOX RIVER PAPER MILLS IN WEST CHURCH STREET OH URBANA $834 $834.20 CUST. TOTAL...... 834 834.20 39580 FRANCIS BARNES ROUTE 1 BOX 16 NY DOWNSVILLE $886 $886.96 CUST. TOTAL...... 886 $886.96 04806 FRANKLIN INTERNATIONAL 2020 BRUCK STREET OH COLUMBUS $6,582 $4,014 $10,596.10 CUST. TOTAL...... 6,582 4,014 10,596.10 03963 FRANKLIN OIL COMPANY 40 S PARK STREET OH BEDFORD $137 $137.50 CUST. TOTAL...... 137 137.50 11493 FRANKLIN PLASTICS 113 PASSAIC AVENUE NJ KEARNY $216 $216.50 CUST. TOTAL...... 216 216.50 02241 FRASER PAPER CO LTD 25 BRIDGE STREET ME MADAWASKA $135 $5,864 $2,008 $8,007.78 CUST. TOTAL...... 135 5,864 2,008 8,007.78 86341 FREEDOM TEXTILE CHEM GRO 8309 WILKINSON BLVD NC CHARLOTTE $220 $220.00 CUST. TOTAL...... 220 $220.00 85954 FRESH PAK P O BOX 256 MI STEVENSVILLE $878 $878.72 CUST. TOTAL...... 878 878.72 90069 FRITO LAY 2800 SILVER STAR RD FL ORLANDO $82 $82.50 CUST. TOTAL...... 82 82.50 85240 FRITZ COMPANIES INC 500 MARKLEY ST NJ PORT READING $322 $322.00 CUST. TOTAL...... 322 322.00 86873 FUEL TANK MAITENANCE 4 N FERGUSON TN COOKEVILLE $1,052 $1,052.00 CUST. TOTAL...... 1,052 1,052.00 77759 FUJI PHOTO FILM INC 211 PUCKETT'S FERRY RD SC GREENWOOD $165 $165.00 CUST. TOTAL...... 165 165.00 81021 FULCO CHEMICAL SPECIALTY KRAMER CHEMICALS INC NY JOHNSTOWN $1,792 $68 $72 $1,932.00 CUST. TOTAL...... 1,792 68 72 1,932.00
JOB-RCPMO5 FNR 5/02/93 CO-CODE: O A G E D A C C O U N T S R E C E I V A B L E ENDING-DATE 5/01/93 PAGE # 52 S.C. CUST # C U S T O M E R A D D R E S S ST. C I T Y 0-TO-30 31-TO-60 61-TO-90 OVER-90 TOTAL BAL-DUE 65009 FULLER SALES 1901 KIMBERLY PARK DRIVE GA DALTON $3,120 $3,804 $7,943 $4,977 $19,845.89 CUST. TOTAL...... 3,120 3,804 7,943 4,977 19,845.89 90220 FUTURE FOAM INC 400 N TENTH ST IA COUNCIL BLUFFS $41 $41.25 CUST. TOTAL...... 41 41.25 90037 G A F CORPORATION 2400 EMOGENE ST AL MOBILE $260 $260.00 60429 G A F CORPORATION P O BOX 37 KY CALVERT CITY $110 $110.00 CUST. TOTAL...... 260 110 370.00 87076 G F I P O BOX 777 MA SUDBURY $502 $502.00 CUST. TOTAL...... 502 502.00 56706 G J CHEMICAL COMPANY 128 DOREMUS AVENUE NJ NEWARK $55 $55.00 CUST. TOTAL...... 55 55.00 01225 G K TECHNOLOGIES 6285 GARFIELD AVENUE MI CASS CITY $165 $165.00 CUST. TOTAL...... 165 165.00 28240 G R FOAM PRODUCTS CORP 2060 NORTH BATAVIA STREE CA ORANGE $110 $110.00 CUST. TOTAL...... 110 110.00 88922 G S ROBINS C/O PETROLEUM FUELS IL GRANITE CITY $392 $392.80 CUST. TOTAL...... 392 392.80 76922 G S ROBINS & COMPANY C/O PETROLEUM FUELS IL GRANITE CITY $267 $267.50 04170 G S ROBINS & COMPANY 128 CHOUTEAU AVENUE MO SAINT LOUIS $571 $50 $3,202 $440 $4,263.70 CUST. TOTAL...... 571 50 3,469 440 4,531.20 61056 G T S TRANS 4749 BENNETT DRIVE CA LIVERMORE $712 $712.50 CUST. TOTAL...... $712 $712.50 50606 G W SMITH & SONS 1700 SPALDING ROAD OH DAYTON $1,685 $120 $1,805.12 CUST. TOTAL...... 1,685 120 $1,805.12 83375 GABRIEL CHEMICALS INC P O BOX 691769 TX HOUSTON $23,801 $68 $55 $395 $24,320.73 CUST. TOTAL...... 23,801 68 55 395 24,320.73 01137 GAGE PRODUCTS COMPANY 625 WANDA STREET MI FERNDALE $36 $36.00 CUST. TOTAL...... 36 36.00 27801 GALLADE CHEMICAL COMPANY 1230 EAST ST GERTRUDE PL CA SANTA ANA $238 $238.00 CUST. TOTAL...... 238 $238.00 11444 GANTRADE CORPORATION 210 SUMMIT AVENUE NJ MONTVALE $330 $330.00 81114 GANTRADE CORPORATION 2700 POST OAK BLVD TX HOUSTON $13,867 $12,460 $26,328.10 CUST. TOTAL...... 13,867 12,460 330 26,658.10 68520 GARDNER ASPHALT 1100 NANTICOKE AVE DE SEAFORD $1,682 $1,682.79 CUST. TOTAL...... 1,682 1,682.79 20809 GARRETT OIL COMPANY 1 GREENWAY PLAZA TX HOUSTON $892 $892.34 CUST. TOTAL...... 892 $892.34
JOB-RCPMO5 FNR 5/02/93 CO-CODE: O A G E D A C C O U N T S R E C E I V A B L E ENDING-DATE 5/01/93 PAGE # 53 S.C. CUST # C U S T O M E R A D D R E S S ST. C I T Y 0-TO-30 31-TO-60 61-TO-90 OVER-90 TOTAL BAL-DUE 04931 GARRISON FUEL COMPANY 926 ROSYLN DRIVE PA BERWICK $183 $183.00 CUST. TOTAL...... 183 183.00 10274 GARY CORP GETTO DRIVE MA LEOMINSTER $27 $27.50 CUST. TOTAL...... 27 $27.50 88163 GATEWAY ADDITIVES 5023 SOUTH MAIN STREET SC COWPENS $1,485 $1,485.00 CUST. TOTAL...... 1,485 1,485.00 74770 GAYLORD CHEMICAL CORP P O BOX 1209 LA SLIDELL $2,559 $2,559.94 CUST. TOTAL...... 2,559 2,559.94 58659 GAYLORD CONTAINER CORPOR P O BOX 1060 LA BOGALUSA $27 $27.50 CUST. TOTAL...... 27 27.50 05457 GAYLORD CONTAINERS LIMIT P O BOX 10 CA ANTIOCH $27 $27.50 CUST. TOTAL...... 27 $27.50 83654 GE CANADA C/O KNOWLTON PACKAGING PQ KNOWLTON $110- $110.00- CUST. TOTAL...... 110- 110.00- 74842 GEBHARDT-VOGEL TANNING C 2615 W GREVES STREET WI MILWAUKEE $695 $695.00 CUST. TOTAL...... 695 695.00 50616 GEHRING MONTGOMERY INC 1425 ADAMS ROAD PA BENSALEM $702 $78 $781.28 CUST. TOTAL...... 702 78 781.28 33820 GEMCORP POLYMER PRODUCTS 165 SOUTH CLEVELAND AVE OH MOGADORE $1,609 $1,187- $51 $473.37 CUST. TOTAL...... 1,609 1,187- 51 473.37 82546 GENECOR 1000 41ST STREET AVENUE IA CEDAR RAPIDS $6,791 $6,791.75 CUST. TOTAL...... 6,791 6,791.75 55677 GENERAL CHEMICAL CORP NICHOLS ROAD CA PITTSBURG $1,336 $836 $2,172.00 32710 GENERAL CHEMICAL CORP 6300 PHILADELPHIA PIKE DE CLAYMONT $2,352 $2,592 $1,242 $6,709 $12,895.75 57006 GENERAL CHEMICAL CORP 90 E HALSEY ROAD NJ PARSIPPANNY $471 $110 $3,677 $4,258.76 53283 GENERAL CHEMICAL CORP P O BOX 2281 NJ RAHWAY $181,753 $2,246 $2,482 $5,912 $192,394.99 53948 GENERAL CHEMICAL CORP P O BOX 16 NY SOLVAY $27 $27 $82 $137.50 16471 GENERAL CHEMICAL CORP P O BOX 2000 ON AMHERSTBURG $1,059 $1,059.72 61414 GENERAL CHEMICAL CORP PLANT STREET VA HOPEWELL $55 $55 $55 $165.00 CUST. TOTAL...... 185,995 5,867 3,724 17,496 213,083.72 24573 GENERAL DYNAMICS CORP P O BOX 949 CT GROTON $1,373 $1,373.50 CUST. TOTAL...... 1,373 1,373.50 82498 GENERAL ELECTRIC CANADA 1063 COPPERSTONE DRIVE ON PICKERING $4,232 $975 $810 $6,017.50 CUST. TOTAL...... 4,232 975 810 6,017.50 69700 GENERAL ELECTRIC COMPANY P O BOX 061020 FL FORT MYERS $398,460 $20,107 $2,905 $14,666 $436,139.18 33200 GENERAL ELECTRIC COMPANY APPLIANCE PARK/AP5-137 KY LOUISVILLE $40,948 $29,971 $3,697 $74,616.48 33220 GENERAL ELECTRIC COMPANY P O BOX 2369 MA PITTSFIELD $770 $110 $27 $907.50 81274 GENERAL ELECTRIC COMPANY P O BOX 2359 MA PITTSFIELD $25,384 $5,458 $4,129 $3,935 $38,908.42
JOB-RCPMO5 FNR 5/02/93 CO-CODE: O A G E D A C C O U N T S R E C E I V A B L E ENDING-DATE 5/01/93 PAGE # 54 S.C. CUST # C U S T O M E R A D D R E S S ST. C I T Y 0-TO-30 31-TO-60 61-TO-90 OVER-90 TOTAL BAL-DUE 81275 GENERAL ELECTRIC COMPANY P O BOX 3209 MA PITTSFIELD $2,845- $2,845.00- 81276 GENERAL ELECTRIC COMPANY P O BOX 2719 MA PITTSFIELD $110,695 $9,936 $3,990 $21,541- $103,080.50 18099 GENERAL ELECTRIC COMPANY P O BOX 2188 NC HICKORY $3,608 $3,608.02 61800 GENERAL ELECTRIC COMPANY SILICONE PROD DEPT BLD 8 NY WATERFORD $90,893 $872 $220 $420 $92,405.75 88641 GENERAL ELECTRIC COMPANY 260 HUDSON RIVER RD BLDG NY WATERFORD $7,630 $7,630.00 32650 GENERAL ELECTRIC COMPANY 6325 HUNTLEY RD OH WORTHINGTON $37 $25 $62.50 56044 GENERAL ELECTRIC COMPANY 5A FLOUNDERS TX EL PASO $220- $220.00- 87970 GENERAL ELECTRIC COMPANY 100 DUPONT RD WV MORGANTOWN $27,798 $13,924 $556 $42,279.48 10310 GENERAL ELECTRIC COMPANY INTERNATIONAL CENTER WV PARKERSBURG $2,185 $2,185.00 88395 GENERAL ELECTRIC COMPANY P O BOX 68 WV WASHINGTON $55 $55.00 CUST. TOTAL..... 708,428 80,417 15,523 5,556- 798,812.83 63080 GENERAL ELECTRIC PLASTIC 1 PLASTICS DRIVE AL BURKVILLE $2,262 $198 $1,763 $4,223.52 80171 GENERAL ELECTRIC PLASTIC P O BOX 061000 FL FORT MYERS $10,483 $540 $3,950 $14,973.97 10330 GENERAL ELECTRIC PLASTIC CANAL ROAD IL OTTAWA $27 $27 $180 $235.00 89819 GENERAL ELECTRIC PLASTIC 1 LEXAN LANE IN MOUNT VERNON $35,616 $24,770 $60,386.50 33320 GENERAL ELECTRIC PLASTIC ONE NORYL AVENUE NY SELKIRK $1,627 $1,807 $27 $55 $3,517.00 61610 GENERAL ELECTRIC PLASTIC P O BOX 68 WV WASHINGTON $7,109 $5,579 $1,278- $552 $11,962.52 CUST. TOTAL..... 57,126 32,382 711- 6,500 95,298.51 81072 GENERAL ELECTRIC SILICON P O BOX 61000 FL FORT MYERS $172,085 $3,554 $2,576 $178,215.50 88480 GENERAL ELECTRIC SILICON P O BOX 61000 FL FORT MYERS $10,946 $10,946.00 CUST. TOTAL..... 172,085 10,946 3,554 2,576 189,161.50 80606 GENERAL FIBER & FABRIC P O BOX 658 GA SOPERTON $1,829 $1,829.07 CUST. TOTAL..... 1,829 1,829.07 14240 GENERAL FOAM CORPORATION 13 MANOR ROAD NJ E RUTHERFORD $55 $55.00 03211 GENERAL FOAM CORPORATION VALMONT INDUSTRIAL PARK PA HAZLETON $82 $110 $123 $316.25 CUST. TOTAL..... 137 110 123 371.25 72532 GENERAL FORWARDING 5801 E 14TH ST TX BROWNSVILLE $3,400 $3,400.00 CUST. TOTAL..... 3,400 3,400.00 10945 GENERAL LATEX & CHEMICAL 11266 JERSEY BLVD CA CUCAMONGA $2,690 $2,690.00 33500 GENERAL LATEX & CHEMICAL P O BOX 498 OH ASHLAND $270 $270.00 CUST. TOTAL..... 2,960 $2,690.00 89088 GENERAL LATEX AND CHEMIC COLEMAN N E KS WICHITA $27 $27.50 CUST. TOTAL..... 27 27.50 88028 GENERAL MOTORS INLAND DIVISION/TRAFFIC OH DALTON $1,000 $1,000 $1,000 $3,000.00 CUST. TOTAL...... 1,000 1,000 1,000 3,000.00 28039 GENERAL MOTORS CORP CENTRAL FLOUNDRY DIVISIO IL TILTON $4,916 $2,261 $7,177.25 67186 GENERAL MOTORS CORP CENTRAL FOUNDRY DIV IN BEDFORD $652 $1,354 $702 $2,708.00 06342 GENERAL MOTORS CORP 1450 EAST BEECHER ROAD MI ADRIAN $247 $247.50 72449 GENERAL MOTORS CORP P O BOX 195055 MI BURTON $2,337 $4,923 $779 $8,039.00 79271 GENERAL MOTORS CORP DELCO ELECTRONICS-PLANT MI BURTON $82- $82.50- 02931 GENERAL MOTORS CORP G2238 WEST BRISTOL ROAD MI FLINT $23- $23.00- 03229 GENERAL MOTORS CORP 16 JUDSON STREET 1605-0 MI PONTIAC $578- $578.80- 85751 GENERAL MOTORS CORP P O BOX 436040 MI PONTIAC $125 $275 $150 $550.00
JOB-RCPMO5 FNR 5/02/93 CO-CODE: O A G E D A C C O U N T S R E C E I V A B L E ENDING-DATE 5/01/93 PAGE # 55 S.C. CUST # C U S T O M E R A D D R E S S ST. C I T Y 0-TO-30 31-TO-60 61-TO-90 OVER-90 TOTAL BAL-DUE 05053 GENERAL MOTORS CORP P O BOX 5073 MI SAGINAW $65- $65.00- 09505 GENERAL MOTORS CORP 1629 N WASHINGTON AVE MI SAGINAW $550 $55 $302 $907.50 76888 GENERAL MOTORS CORP P O BOX 5073 C/O TV5 BLD MI SAGINAW $952 $952.50 86710 GENERAL MOTORS CORP P O BOX 5156 MI SOUTHFIELD $1,203 $2,407 $3,256 $6,867.00 89363 GENERAL MOTORS CORP NORTH AMERICAN OPERATION MI WARREN $12,447 $2,260 $14,707.50 08582 GENERAL MOTORS CORP P O BOX 972 NY BUFFALO $255 $255 $510.00 37530 GENERAL MOTORS CORP 200 UPPER MOUNTAIN RD NY LOCKPORT $50 $50.00 41130 GENERAL MOTORS CORP P O BOX 1042 OH DAYTON $4,925 $328 $5,253.50 57252 GENERAL MOTORS CORP STATE ROUTE 281 E OH DEFIANCE $250 $250.00 07573 GENERAL MOTORS CORP 2601 WEST STROOP ROAD OH MORAINE $27 $27.50 76848 GENERAL MOTORS CORP 1908 COLONEL SAM DRIVE ON OSHAWA $467 $275 $632 $3,533 $4,908.75 CUST. TOTAL..... 17,412 21,990 4,002 9,001 52,406.70 58065 GENERAL MOTORS CORP/FISH 2915 PENDLETON AVE IN ANDERSON $398 $398.75 CUST. TOTAL..... 398 398.75 22944 GENERAL SPICE 238 NICHOLAS AVENUE NJ S PLAINFIELD $1,145 $1,114 $2,260.47 CUST. TOTAL..... 1,145 1,114 2,260.47 64492 GENERAL TIRE P O BOX 190 GA BARNESVILLE $75 $75.00 CUST. TOTAL..... 75 $75.00 08233 GENERAL TIRE & RUBBER CO P O BOX 7001 NC CHARLOTTE $382 $147 $529.50 37430 GENERAL TIRE & RUBBER CO P O BOX 2032 TX ODESSA $55- $55.00- CUST. TOTAL..... 382 147 55- 474.50 87869 GENESCO INC WHITEHALL LEATHER CO MI WHITEHALL $137 $137.50 CUST. TOTAL..... 137 137.50 28588 GENLABS 5568 SCHAEFER CA CHINO $161 $161.00 CUST. TOTAL..... 161 161.00 70914 GENOVESE INDUSTRIES 70 DAVENPORT STREET CT STAMFORD $200 $200.00 CUST. TOTAL..... 200 200.00 80448 GEOBASE FOUNDATION SYSTE BOX 3330 MD CROFTON $260 $260.00 CUST. TOTAL..... 260 260.00 34020 GEORGE A GOULSTON CO 700 N JOHNSON ST NC MONROE $10,527 $172 $320 $426 $11,446.20 CUST. TOTAL..... 10,527 172 320 426 11,446.20 25323 GEORGE S COYNE 3015 STATE ROAD PA CROYDON $1,127 $1,127.50 CUST. TOTAL..... 1,127 1,127.50 33950 GEORGIA GULF CORP P O BOX 629 LA PLAQUEMINE $39 $110 $149.00 28624 GEORGIA GULF CORP P O BOX 1959 TX PASADENA $280 $280.00 CUST. TOTAL..... 319 110 429.00 80192 GEORGIA PACIFIC CORP P O BOX 496 AR ASHDOWN $137 $137.50 06032 GEORGIA PACIFIC CORP 2163 NORTH STATE STREET CA UKIAH $6,708 $6,708.95 14619 GEORGIA PACIFIC CORP STATE RT 216 FL PALATKA $55 $55 $110.00 07064 GEORGIA PACIFIC CORP P O BOX 4188 GA PORT WENTWORTH $392 $392.00
JOB-RCPMO5 FNR 5/02/93 CO-CODE: O AGED ACCOUNTS RECEIVABLE ENDING-DATE 5/01/93 PAGE# 56 S.C. CUST # CUSTOMER ADDRESS ST. CITY 0-TO-30 31-TO-60 61-TO-90 OVER-90 TOTAL BAL DUE - ------ -------- ------- --- ---- ------- -------- -------- ------- ------------- 53728 GEORGIA PACIFIC CORP 2425 KINGS HWY MI KALAMAZOO $957 $945 $1,902.00 27396 GEORGIA PACIFIC CORP PO BOX 608 MS MONTICELLO $27 $27.50 82346 GEORGIA PACIFIC CORP HWY 29 N MS NEW AUGUSTA $82 $82.50 34140 GEORGIA PACIFIC CORP BOX 368/CHEMICAL DIV NC CONWAY $120 $60 $180.00 89466 GEORGIA PACIFIC CORP PLYWOOD PLANT NC DUDLEY $50 $50.00 82960 GEORGIA PACIFIC CORP 415 BROADWAY NY BUCHANAN $22 $46 $84 $152.00 07509 GEORGIA PACIFIC CORP C/O CHEMICAL LEAMAN TANK OH COLUMBUS $10,752 $600- $4- $10,148.50 34220 GEORGIA PACIFIC CORP CHEMICAL DIV/PO BOX 147 SC RUSSELLVILLE $7,437 $700 $8,137.75 89866 GEORGIA PACIFIC CORP OLD DIKE ROAD SC RUSSELLVILLE $535 $535.96 81052 GEORGIA PACIFIC CORP WISCONSIN OPERATIONS WI NEKOOSA $3,256 $3,256.40 CUST. TOTAL 30,462 518- 96 1,780 31,821.06 87898 GEORGIA POWER PO BOX 4545 GA ATLANTA $577 $577.00 CUST. TOTAL 577 577.00 90172 GEORGIA POWER CO PLANT WANSLEY GA ROOPVILLE $685 $685.50 CUST. TOTAL 685 685.50 34090 GEORGIA POWER COMPANY PO BOX 121 GA COOSA $500 $500.00 34100 GEORGIA POWER COMPANY PO BOX 990 GA MILLEDGEVILLE $1,291 $1,291.36 34110 GEORGIA POWER COMPANY PO BOX 71 GA TAYLORSVILLE $2,614 $1,028 $3,642.17 CUST. TOTAL 3,905 1,528 5,433.53 90137 GERAGHTY & MILLER 841 2ND STREET SE DC WASHINGTON $2,356 $2,356.72 CUST. TOTAL 2,356 2,356.72 54968 GIANT REFINING COMPANY RT 3 NM GALLUP $228 $228.00 CUST. TOTAL 228 228.00 87906 GIBBS DYE CASTING 369 COMMUNITY DRIVE KY HENDERSON $27 $27.50 CUST. TOTAL 27 27.50 10585 GIBRALTAR CHEMICAL RESOU PO BOX 248 TX WINONA $2,916 $4,290 $600 $4,555 $12,361.25 CUST. TOTAL 2,916 4,290 600 4,555 12,361.25 16420 GIBSON & HOMANS 1755 ENTERPRISE PARKWAY OH TWINSBURG $550 $550.00 CUST. TOTAL 550 550.00 84734 GILARDI ENVIRONMENTAL 1035 REEVES STREET PA DUNMORE $4,420 $4,420.00 CUST. TOTAL 4,420 4,420.00 34130 GILLETTE COMPANY 30 BURTT ROAD MA ANDOVER $55 $27 $275 $357.50 CUST. TOTAL 55 27 275 357.50 34260 GIVAUDAN CORPORATION 100 DELAWANNA AVE NJ CLIFTON $52 $26 $78.52 CUST. TOTAL 52 26 78.52 56962 GLASTIC CORPORATION 4321 GLENRIDGE RD OH CLEVELAND $1,081 $4,650 $5,732.60 04968 GLASTIC CORPORATION 400 EAST ERIE STREET OH JEFFERSON $780 $780 $161 $1,721.00 CUST. TOTAL 1,861 5,430 161 7,453.60 87297 GLAXO PO BOX 13358 NC RES TRIANGLE P $1,410 $1,410.40 CUST. TOTAL 1,410 1,410.40
JOB-RCPMO5 FNR 5/02/93 CO-CODE: O AGED ACCOUNTS RECEIVABLE ENDING-DATE 5/01/93 PAGE# 57 S.C. CUST # CUSTOMER ADDRESS ST. CITY 0-TO-30 31-TO-60 61-TO-90 OVER-90 TOTAL BAL DUE - ------ -------- ------- --- ---- ------- -------- -------- ------- ------------- 34870 GLIDDEN COMPANY PO BOX 19627 GA ATLANTA $1,649 $150 $1,799.25 04457 GLIDDEN COMPANY 6906 DIXIE ST GA COLUMBUS $387 $387.50 08860 GLIDDEN COMPANY WEST WHITE ROAD GA OAKWOOD $1,487 $1,487.00 34450 GLIDDEN COMPANY 300 SPOWL ROAD OH HURON $1,494 $1,714 $55 $3,264.34 80236 GLIDDEN COMPANY 801 CANTERBURY ROAD OH WESTLAKE $4,181 $4,181.35 34440 GLIDDEN COMPANY PO BOX 15049 PA READING $6,894 $82 $112 $7,089.25 CUST. TOTAL 11,524 2,184 4,236 262 18,208.89 24911 GLOBAL PLASTICS CORP 20 MOHAWK DRIVE MA LEOMINSTER $27 $27.50 CUST. TOTAL 27 27.50 57063 GLOBE MANUFACTURING CO 456 BEDFORD STREET MA FALL RVR $52 $52.00 CUST. TOTAL 52 52.00 72518 GLOBE VEDAG 380 TANK STREET ON PETROLIA $4,055 $811 $770 $5,636.76 CUST. TOTAL 4,055 811 770 5,636.76 01663 GLOUCESTER COMPANY 235 COTTAGE STREET MA FRANKLIN $137 $137.50 CUST. TOTAL 137 137.50 79821 GNB BATTERIES INC 1800 VALLEY VIEW LANE TX DALLAS $165 $165.00 CUST. TOTAL 165 165.00 62238 GOLD BOND BLDG PRODUCTS 2301 S NEWKIRK STREET MD BALTIMORE $168 $168.00 84389 GOLD BOND BLDG PRODUCTS 1818 RIVER ROAD NJ BURLINGTON $144 $144.00 83878 GOLD BOND BLDG PRODUCTS PO BOX 400 NY E GREENBUSH $765 $765.00 04692 GOLD BOND BLDG PRODUCTS OLD RT 15 NEAR INTERSTAT PA NEW COLUMBIA $3,498 $2,626 $6,125.17 CUST. TOTAL 3,498 3,703 7,202.17 85934 GOLD BOND BUILDING PRODU PO BOX 1888 CA LONB BEACH $82 $82.50 CUST. TOTAL 82 82.50 65263 GOLD KIST INC PO BOX 495 GA ROYSTON $250 $250.00 CUST. TOTAL 250 250.00 20412 GOLDSCHMIDT CHEMICAL 920 RANDOLPH ROAD VA HOPEWELL $1,873 $82 $55 $2,011.03 CUST. TOTAL 1,873 82 55 2,011.03 72872 GOODYEAR CANADA INC 45 RAYNES AVE/BOX 61 ON BOWMANVILLE $55 $156 $211.00 68338 GOODYEAR CANADA INC 2600 LAMGLOIF BLVD PQ VALLEYFIELD $27 $55 $55- $27.50 CUST. TOTAL 27 55 55 101 238.50 00472 GOODYEAR TIRE & RUBBER C 922 EAST MEIGHAN BLVD AL GADSDEN $1,256 $220 $182 $2,081- $422.02- 36540 GOODYEAR TIRE & RUBBER C 1601 HIGHWAY 41 SW GA GALHOUN $423 $60 $483.00 35160 GOODYEAR TIRE & RUBBER C 5408 BAKER AVENUE NY NIAGARA FALL $2,562 $1,024 $320- $3,266.80 35200 GOODYEAR TIRE & RUBBER C PO BOX 1709 OH AKRON $13,544 $1,829 $4,568 $6,099 $26,043.39 69543 GOODYEAR TIRE & RUBBER C 1376 TECH WAY DR OH AKRON $4,082 $2,720 $2,720 $1,360 $10,883.85 02343 GOODYEAR TIRE & RUBBER C 1689 EAST FRONT STREET OH LOGAN $55 $27 $467 $550.00 35630 GOODYEAR TIRE & RUBBER C PO BOX 26003 TX BEAUMONT $1,650 $971 $2,622.48 35440 GOODYEAR TIRE & RUBBER C PO BOX 5397 TX HOUSTON $2,891 $2,891.16 21599 GOODYEAR TIRE & RUBBER C 1435 GOODYEAR BLVD VA DANVILLE $1,835 $1,835.82 CUST. TOTAL 26,042 6,246 7,471 8,393 48,154.48
JOB-RCPMO5 FNR 5/02/93 CO-CODE: 0 AGED ACCOUNTS RECEIVABLE ENDING-DATE 5/01/93 PAGE #58 S.C. CUST# CUSTOMER ADDRESS ST. CITY 0-TO-30 31-TO-60 61-TO-90 OVER 90 TOTAL BAL-DUE - ---- -------- ------- --- ---- ------- -------- -------- ------- ------------- 09716 GOODMAN BROTHERS 18 DIVISTON PLACE NY BROOKLYN $ 472 $ 472.00 CUST TOTAL 472 472.00 65600 GOULD INC. 5045 NORTH STATE STREET OH MCCONNELSVILLE $ 27 $ 27.50 CUST TOTAL 27 27.50 12306 GPM GAS CORPORATION 8015 DIXON DRIVE KY FLORENCE $ 192 $ 192.00 64050 GPM GAS CORPORATION PO BOX 792 TX PASADENA $1,350 $ 1,350.00 CUST TOTAL 1,350 192 $ 1,542.00 88129 GRAHAM INSULATION 551 HARBOR DRIVE ON ERIN $ 64 $ 32 $ 128 $ 224.70 CUST TOTAL 64 32 128 224.70 77712 GRAHM PRODUCTS LTD MAPLE AVE ON INGLEWOOD $1,475 $ 1,475.50 CUST TOTAL 1,475 1,475.50 75018 GRANITE CITY WASTE WATER NIEDRING HAUS AVE & HWY IL GRANITE CITY $ 250 $ 250.00 CUST TOTAL 250 250.00 35450 GRANT CHEMICAL COMPANY PO BOX 263 LA BATON ROUGE $ 440 $ 166 $ 606.00 10272 GRANT CHEMICAL COMPANY PO BOX 360 NJ ELMWOOD PARK $ 55 $ 55.00 CUST TOT 495 166 661.00 11118 GREAT DANE INCORPORATED IN BRAZIL $ 55 $ 55.00 54276 GREAT DANE INCORPORATED 1200 CENTENNIAL ROAD NE WAYNE $ 55 $ 27 $ 82.50 CUST TOTAL 55 55 27 137.50 26414 GREAT LAKES CHEMICAL 380 CHEMWOOD DRIVE TN NEWPORT $ 27 $ 27.50 64471 GREAT LAKES CHEMICAL CO 13074 ZACHARY CA MCFARLAND $4,476 $ 105- $2,486 $ 6,858.75 73897 GREAT LAKES CHEMICAL CORP SOUTH PLANT-HWY 167 S AR EL DORADO $4,383 $ 4,383.78 CUST TOTAL 8,888 105- 2,486 11,270.03 11980 GREAT WESTERN CARPET CO 2060 NORTH BATAVIA STREET CA ORANGE $ 27 $ 45 $ 72.50 CUST TOTAL 27 45 72.50 56625 GREAT WESTERN CHEMICAL CO 3451 UNICORN #200 CA BAKERSFIELD $ 636 $ 636.59 02276 GREAT WESTERN CHEMICAL CO 860 WHARF STREET CA RICHMOND $ 749 $ 27 $ 776.50 59581 GREAT WESTERN CHEMICAL CO 520 ZEPHYR STREET CA STOCKTON $ 334 $ 334.10 CUST TOTAL 1,385 361 1,747.19 15129 GREENWALD INDUSTRIAL PRO 2507 51ST AVENUE MD HYATTSVILLE $ 80 $ 80.00 CUST TOTAL 80 80.00 90000 GREGORY RYAN INC 725 KEYSTONE DRIVE AL CLANTON $ 27 $ 27.50 CUST TOTAL 27 27.50 88605 GRINNELL CORPORATION 1411 LANCASTER AVE PA COLUMBIA $1,100 $ 1,100.88 CUST TOTAL 1,100 1,100.88 58094 GROW GROUP INC 101 LOUISVILLE AIR PARK KY LOUISVILLE $ 412 $ 412.50 69079 GROW GROUP INC 1354 OLD POST RD MD HAVRE DE GRACE $ 192 $ 192.50 CUST TOTAL 192 412 605.00
JOB-RCPMO5 FNR 5/02/93 CO-CODE: 0 AGED ACCOUNTS RECEIVABLE ENDING-DATE 5/01/93 PAGE #59 S.C. CUST# CUSTOMER ADDRESS ST. CITY 0-TO-30 31-TO-60 61-TO-90 OVER 90 TOTAL BAL-DUE - ---- -------- ------- --- ---- ------- -------- -------- ------- ------------- 74521 GUARDSMAN PRODUCTS INC. 145 DIVIDEND ROAD CT ROCKY HILL $1,538 $150 $189 $2,032 $3,909.50 03946 GUARDSMAN PRODUCTS INC 1350 STEEL STREET MI GRAND RAPIDS $1,721 $ 225 $1,946.09 CUST TOTAL 3,259 150 189 2,257 5,855.59 64216 GUELPH PRODUCTS 500 LAIRD RD ON GUELPH $1,959 $1,766 $1,766 $5,492.30 1,959 1,766 1,766 5,492.30 85573 GULF COAST SPECIALTY PRO FRANK PETTEWAY B 1705 TX FREEPORT $ 185 $185.00 CUST TOTAL 185 185.00 80524 GULF OIL-CUMBERLAND FARM 777 DEDHAM STREET MA CANTON $1,051 $1,051.00 52908 GULF OIL-CUMBERLAND FARM 165 FLANDERS ROAD MA WESTBORO $90 $90.10 CUST TOTAL 1,051 90 1,141.10 58093 H B FULLER COMPANY PO BOX 1456 CA TULARE $ 556 $556.00 52149 H B FULLER COMPANY 12110 HARLAND DR GA COVINGTON $200 $200.00 01796 H B FULLER COMPANY 40 HAYES MEMORIAL DRIVE MA MARLBOROUGH $1,839 $1,839.50 76926 H B FULLER COMPANY 3530 LEXINGTON AVE N MN SAINT PAUL $ 791 $791.00 36265 H B FULLER COMPANY 3005 HOLTS CHAPEL ROAD NC GREENSBORO $6,508 $7,758 $8,963 $1,450- $21,779.35 83223 H B FULLER COMPANY 59 BRUNSWICK AVE NJ EDISON $1,316 $1,450 $2,766.00 18003 H B FULLER COMPANY 880 RANGEVIEW ROAD ON MISSISSAUGA $192 $192.50 13512 H B FULLER COMPANY PO BOX 7096 TN MEMPHIS $1,441 $925 $975 $3,341.75 CUST TOTAL 9,297 9,999 13,227 1,057- 31,466.10 58762 HC HYDROCARBONS INC. PO BOX 216 TX MANVEL $ 40 $40.00 CUST TOTAL 40 40.00 86736 H C I GEORGIA INC. 11 PIEDMONT CENTER GA ATLANTA $17,992 $34 $18,026.56 CUST TOTAL 17,992 34 18,026.56 80833 H H & K BURG DIL 836 BROADWAY NY ELMIRA $1,067 $1,067.11 CUST TOTAL 1,067 1,067.11 10797 H HELLER COMPANY 707 WESTCHESTER AVENUE NY WHITE PLAINS $679 $679.50 86274 H HELLER COMPANY 5025 ORBITOR DRIVE ON MISSISSAUGA $6,223 $6,223.45 CUST TOTAL 6,902 6,902.95 63168 H L BLACHFORD INC 140 W. NUCLEAR DRIVE IL W. CHICAGO $82 $82.50 CUST TOTAL 82 82.50 36250 H R SIMON & COMPANY 3515 MARMENCO COURT MD BALTIMORE $27 $27.50 CUST TOTAL 27 27.50 89495 HAARMAN AND REIMER, S.A. AV REP MEXICANA #200 MX DE LOS GARZA N $3,133 $2,933 $6,066.00 CUST TOTAL 3,133 2,933 6,066.00 52370 HAARMAN AND REIMER CORP 1000 RANDOLPH ST IN ELKHART $55 $55.00 89603 HAARMAN AND REIMER CORP SPRING STREET AT WATERFRO MN DULUTH $467 $467.50 66498 HAARMAN AND REIMER CORP 70 DIAMOND RD NJ SPRINGFIELD $4,118 $4,118.00 CUST TOTAL 4,585 55 4,460.50 67121 HACKENSACK WATER COMPANY LAKE SHORE DRIVE NJ HAWORTH $18,302 $52,645 $70,947.60 CUST TOTAL 18,302 52,645 70,947.60
JOB-RCPMO5 FNR 5/02/93 CO-CODE: 0 AGED ACCOUNTS RECEIVABLE ENDING-DATE 5/01/93 PAGE #60 S.C. CUST# CUSTOMER ADDRESS ST. CITY 0-TO-30 31-TO-60 61-TO-90 OVER 90 TOTAL BAL-DUE - ---- -------- ------- --- ---- ------- -------- -------- ------- ------------- 39590 HALL CHEMICAL COMPANY PO BOX 200 OH WICKCLIFFE $225 $225.00 CUST TOTAL 225 225.00 25325 HALLIBURTON IND SERVICES PO BOX 297 OK DUNCAN $105 $105.00 CUST TOTAL 105 105.00 80454 HALLTOWN PAPERBOARD CO INC BOX 10 WV HALLTOWN $1,225 $1,225.00 CUST TOTAL 1,225 1,225.00 03813 HALTERMANN INCORPORATED 16717 JACINTOPORT BLVD TX HOUSTON $27 $27.50 CUST TOTAL 27 27.50 75622 HAMILTON STANDARD 1 HAMILTON ROAD CT WINDSOR LOCKS $26 $26.00 CUST TOTAL 26 26.00 36880 HAMPDEN-MATHIEU CORP PO BOX 558 MA SPRINGFIELD $210 $131 $2,053 $2,394.53 CUST TOTAL 210 131 2,053 2,394.53 11724 HAMPSHIRE CHEMICAL 5525 US 60 EAST KY OWENSBORO $412 $412.50 CUST TOTAL 412 412.50 22440 HAMPSHIRE CHEMICAL CORP 2 EAST SPITBORO RD NH NASHUA $6,114 $6,114.00 89585 HAMPSHIRE CHEMICAL CORP EVANS CHEMETICS NY WATERLOO $2,175 $2,175.00 CUST TOTAL 2,175 6,114 8,289.00 04084 HANGSTERFERS LABS INC OGDEN ROAD NJ MANTUA $275 $137 $605 $1,017.50 CUST TOTAL 275 137 605 1,017.50 78328 HANLIN CHEMICALS ONE CHASE CENTER NJ RAHWAY $10,386 $10,386.90 75900 HANLIN CHEMICALS P O DRAWER J WV MOUNDSVILLE $65,458 $65,458.42 83049 HANLIN CHEMICALS P O DRAWER J WV MOUNDSVILLE $13,095 $13,095.74 CUST TOTAL 88,941 88,941.06 85958 HAPAG-LLOYD CONTAINER LI 201 ST CHARLES ST LA NEW ORLEANS $2,180 $2,180.00 71570 HAPAG-LLOYD CONTAINER LI C/O MAHER TERMINAL NJ ELIZABETH $7,044 $2,013 $918 $9,976.84 67915 HAPAG-LLOYD CONTAINER LI 325 CHESTNUT STREET PA PHILADELPHIA $7,750 $22,422 $2,621 $32,794.51 59100 HAPAG-LLOYD CONTAINER LI 2855 MANGUM ROAD SUIT 4 TX HOUSTON $736 $1,824 $7,933 $10,493.01 CUST TOTAL 15,530 24,436 5,364 10,113 55,444.36 71756 HARBINGER RIVER STREET GA CALHOUN $318 $318.00 CUST TOTAL 318 318.00 73648 HARBISON WALKER REF CO OH WINDHAM $484 $484.00 CUST TOTAL 484 484.00 65681 HARCROS CHEMICAL INC 2675 CUMBERLAND PARKWAY GA ATLANTA $1,014- $1,014.73 82190 HARCROS CHEMICAL INC 5200 SPEAKER ROAD KS KANSAS CITY $27 $82 $758 $868.35 00109 HARCROS CHEMICAL INC 4330 GERALDINE AVENUE MO SAINT LOUIS $9,040 $55 $326 $146 $9,567.75 76317 HARCROS CHEMICAL INC ROUTE 3 - P O BOX 340 NH MERRIMACK $1,383 $50 $1,433.50 76981 HARCROS CHEMICAL INC 6 LONG ISLAND AVE NY HOLTSVILLE $137 $137.50 82450 HARCROS CHEMICAL INC P O BOX 13007 TN MEMPHIS $670 $294 $964.80 CUST. TOTAL 11,122 187 326 321 11,957.17
JOB-RCPMO5 FNR 5/02/93 CO-CODE: 0 AGED ACCOUNTS RECEIVABLE ENDING-DATE 5/01/93 PAGE #61 S.C. CUST# CUSTOMER ADDRESS ST. CITY 0-TO-30 31-TO-60 61-TO-90 OVER 90 TOTAL BAL-DUE - ---- -------- ------- --- ---- ------- -------- -------- ------- ------------- 87637 HARCROS PIGMENTS 11 EXECUTIVE DRIVE IL FARVIEW HEIGHTS $3,500 $489 $3,989.60 CUST TOTAL 3,500 489 3,989.60 88634 HARCROSS CHEMICALS 2040 W RIVER ST IA DAVENPORT $1,795 $1,795.20 CUST TOTAL 1,795 1,795.20 79369 HARCROSS PIGMENTS 1525 WOOD AVE PA EASTON $82 $82.50 INC CUST TOTAL 82 82.50 82499 HARDWICK CHEMICAL 2114 LARRY JEFFERS SC ELGIN $27 $27.50 RD CUST TOTAL 27 27.50 09162 HARRIS CORPORATION PALM BAY ROAD FL PALM BAY $2,570 $2,570 $5,140.44 CUST TOTAL 2,570 2,570 5,140.44 59242 HARRISON RADIATOR 200 UPPPER NY LOCKPORT $27 $55 $82.50 MOUNTAIN RD CUST TOTAL 27 82.50 37660 HARWICK CHEMICAL 60 SO SEIBERLING ST OH AKRON $3,887 $3,887.00 CO CUST TOTAL 3,887 3,887.00 06772 HATCO CHEMICAL KING GEORGE POST NJ FORDS $27 $27.50 CORP ROAD CUST TOTAL 27 27.50 86847 HAYES DANA 500 JAMES ST SOUTH ON ST MARYS $55 $55.00 CUST TOTAL 55 55.00 05264 HAYWOOD COMPANY 751 DUPREE STREET TN BROWNSVILLE $1,728 $1,728.00 CUST TOTAL 1,728 1,728.00 88470 HCI CHEMTECH DIST 6301 BIRMINGHAM MO KANSAS CITY $110 $110.00 INC ROAD CUST TOTAL 110 110.00 05727 HEDWIN CORPORATION 1600 ROLAND MD BALTIMORE $1,622 $96 $76 $633 $2,427.00 HEIGHTS AVE CUST TOTAL 1,622 96 76 633 2,427.00 38180 HEICO INC P O BOX 160 PA DELAWARE WTR $953 $953.58 GAP CUST TOTAL 953 953.58 00827 HELENA CHEMICAL P O BOX 2338 AR W HELENA $82 $82.50 COMPANY CUST TOTAL 82 82.50 62503 HELENE CURTIS 19161 EAST WALNUT CA CITY OF INDUST $165 $55 $220.00 INDUSTRIES 12928 HELENE CURTIS 4401 WEST NORTH IL CHICAGO $1,903 $1,903 $1,873 $5,679.00 INDUSTRIES AVENUE CUST TOTAL 2,068 55 1,903 1,873 5,679.00 21646 HEMLOCK 12334 GEDDES ROAD MI HEMLOCK $515 $2,491 $3,006.00 SEMICONDUCTOR CUST TOTAL 515 2,491 3,006.00 05156 HEMPT BROTHERS 205 CREEK ROAD PA CAMP HILL, CU $1,142 $1,142.73 07001 HEMPT BROTHERS HUMMEL AVENUE PA LEMOYNE $293 $293.53 CUST TOTAL 1,436 1,436.26
JOB-RCPMO5 FNR 5/02/93 CO-CODE: 0 AGED ACCOUNTS RECEIVABLE ENDING-DATE 5/01/93 PAGE# 62 TOTAL S.C. CUST # CUSTOMER ADDRESS ST CITY 0-TO-30 31-TO-60 61-TO-90 OVER-90 BAL-DUE - ---- ------ --------------- --------------- -- --------------- --------- --------- -------- --------- ---------- 85763 HENDRICK MILES 100 MAIN STREET TX PRESIDIO $82 $ 82.50 CUST. TOTAL ......... 82 82.50 83660 HENKEL ADHESIVES 1345 GASKET DR IL ELGIN $137 $ 137.50 CUST. TOTAL ......... 137 137.50 62762 HENKEL ADHESIVES 2532 COMMERCE GA TUCKER $2,448 $ 80 $2,528.81 CORPORA PLACE CUST. TOTAL ......... 2,448 80 2,528.81 78534 HENKEL CANADA LTD 2290 ARGENTINA RD ON MISSISSAUGA $2,244 $2,244.42 78538 HENKEL CANADA LTD 165 REXDALE BLVD ON REXDALE $21 $64 $85.60 CUST. TOTAL ........ 21 2,308 2,330.02 65224 HENKEL CORP 1140 HARBOR WAY CA RICHMOND $27 27.50 SOUTH 22580 HENKEL CORP P O BOX 1047 GA CEDARTOWN $21,303 $7,852 $455 $6,687 $36,298.35 06983 HENKEL CORP P O BOX 191 IL KANKAKEE $957 $22 $979.90 84175 HENKEL CORP C/O CAMCO KY FLORENCE $55 $55.00 27443 HENKEL CORP P O 411729 NC CHARLOTTE $55 $55.00 64033 HENKEL CORP P O BOX 7044 NC CHARLOTTE $3,025 $55 $3,080.50 22620 HENKEL CORP FIRST & ESSEX STS NJ HARRISON $275 $55 $412 $742.50 77370 HENKEL CORP 1301 JEFFERSON ST NJ HOBOKEN $27 $27 $98- $43.00- 74736 HENKEL CORP P O BOX 1259 NJ SOMERVILLE $4,006 $4,006.60 02854 HENKEL CORP 4900 ESTE AVENUE OH CINCINNATI $270 $270.50 27450 HENKEL CORP PO BOX 429557 OH CINCINNATI $3,050 $685 $3,735.82 EMERY GROU 58024 HENKEL CORP P O BOX 818019 OH CLEVELAND $90,803 $17,053 $175 $666- $107,365.44 50176 HENKEL CORP 300 BROOKSIDE PA AMBLER $1,484 $75 $959 $2,518.00 AVENUE 14019 HENKEL CORP P O BOX 8 PA CASTANEA $2,259 $375 $2,634.50 83300 HENKEL CORP P O BOX 628 SC MAULDIN $9,341 $110 $27 $9,479.25 CUST. TOTAL......... 136,584 25,367 787 8,466 171,205.86 04725 HENKEL CORPORATION 25817 CLAWITER RD CA HAYWARD $3,153 $3,153.60 CUST. TOTAL......... 3,153 3,153.60 38530 HERCULES CANADA INC P O BOX 100 ON BURLINGTON $4,350 $1,903 $6,253.96 25805 HERCULES CANADA INC 4 ROBERT SPECK ON MISSISSAUGA $80 $80.00 PARKWAY CUST. TOTAL......... 4,350 1,903 80 6,333.96 14696 HERCULES FIBERS ALCOVEY ROAD GA COVINGTON $1,028 $1,028.00 CUST. TOTAL......... 1,028 1,028.00 89468 HERCULES INCORPORATED C/O CHEMICAL CT BRANFORD $58,454 $2,352 $455 $1,014 $62,276.37 LEAMAN TANK 22328 HERCULES INCORPORATED MIDDLETON DE MIDDLETOWN $1,876 $1,876.50 INDUSTRIAL PAR 38460 HERCULES INCORPORATED 13TH & MARKET DE WILMINGTON $2,291 $24 $71 $2,048 $4,434.50 STREETS 83313 HERCULES INCORPORATED 3RD FLOOR DE WILMINGTON $319 $319.80 38360 HERCULES INCORPORATED COOK ST GA BRUNSWICK $7,656 $7,656.50 38400 HERCULES INCORPORATED P O BOX 2249 GA SAVANNAH $2,621 $687 $3,309.00 38550 HERCULES INCORPORATED 1111 GRATTAN ST MA CHICOPEE $405 $247 $1,175 $1,827.50 16884 HERCULES INCORPORATED P O BOX 1027 MI KALAMAZOO $7,713 $640 $8,353.50 38560 HERCULES INCORPORATED P O DRAWER 1937 MS HATTIESBURG $8,453 $8,453.00 38490 HERCULES INCORPORATED L NECK RD NJ BURLINGTON $4,551- $4,551.68- 83198 HERCULES INCORPORATED 50 NORTH MARKET NJ GIBBSTOWN $19,395 $352 $19,748.00 STREET 38510 HERCULES INCORPORATED MOUNT ARLINGTON NJ KENVIL $10,950 $2,750 $165 $13,865.00 GATE
JOB-RCPMO5 FNR 5/02/93 CO-CODE: 0 AGED ACCOUNTS RECEIVABLE ENDING-DATE 5/01/93 PAGE# 63 TOTAL S.C. CUST # CUSTOMER ADDRESS ST CITY 0-TO-30 31-TO-60 61-TO-90 OVER-90 BAL-DUE - ---- ------ --------------- --------------- -- --------------- --------- --------- -------- --------- ---------- 37805 HERCULES INCORPORATED RT 837 & MADISON PA W ELIZABETH $3,741 $3,741.50 AVENUE 38480 HERCULES INCORPORATED P O BOX 656 VA FRANKLIN $23,047 6,420 $1,189 $30,657.92 07224 HERCULES INCORPORATED CALLER SERVICE 1 VA RADFORD $2,268 $2,268.50 CUST. TOTAL......... 148,874 13,227 938 1,196 164,235.91 75633 HERITAGE ENVIRONMENTAL 4132 POMPANO ROAD NC CHARLOTTE $400 $400.00 S CUST. TOTAL........ 400 400.00 08991 HESS & CLARK 7TH & ORANGE OH ASHLAND $625 $625.00 INCORPORATE STREETS CUST. TOTAL........ 625 625.00 79931 HEXACOMB CORPORATION 2001 MARLBORO NC FARMVILLE $733 $733.55 ROAD CUST. TOTAL........ 733 733.55 01229 HICKORY SPRINGS MFG CO P O BOX 2948 NC HICKORY $110 $110.00 CUST. TOTAL........ 110 110.00 77311 HICKSON DANCHEM 1975 RICHMOND VA DANVILLE $894 $992 $1,886.50 CORPORAT BLVD CUST. TOTAL........ 894 992 1,886.50 80330 HIGH POINT CHEMICAL 243 WOODBINE NC HIGH POINT $2,827 $2,827.05 CORP STREET CUST. TOTAL........ 2,827 2,827.05 C 28122 HILL BROTHERS CHEMICAL 15017 EAST CLARK CA CITY OF INDUST $2,730 $2,730.00 STREET CUST. TOTAL........ 2,730 2,730.00 53267 HILTON DAVIS COMPANY 2235 LANGDON OH CINCINNATI $505 $537 $25 $1,067.50 FARM CUST. TOTAL........ 505 537 25 1,067.50 09466 HIMONT USA INC 2 LITTLE FALLS DE WILMINGTON $150 $150.00 CENTRE 72193 HIMONT USA INC P O BOX 15439 DE WILMINGTON $1,155 $1,155.00 CUST. TOTAL........ 1,155 150 1,305.00 88981 HOECHST CELANESE SOU-TEX PLANT NC MOUNT HOLLY $27 $4,460 $4,488.05 CHEMICAL CUST. TOTAL........ 27 4,460 4,488.05 01841 HOECHST CELANESE CORP P O BOX 64 AL BUCKS $275 $330 $35- $569.70 06742 HOECHST CELANESE CORP P O BOX 133 IL ARGO $565 $934 $1,499.62 59650 HOECHST CELANESE CORP P O BOX 1026 NC CHARLOTTE $69- $69.00- 04587 HOECHST CELANESE CORP EAST CATAWBA NC MOUNT HOLLY $110 $137 $247.50 AVENUE 60556 HOECHST CELANESE CORP HWY 70 W BOX 4 NC SALISBURY $1,260 $1,260.00 14850 HOECHST CELANESE CORP 331-345 DOREMUS NJ NEWARK $9,430 $557 $1,400 $1,380 $12,768.95 AVE 06663 HOECHST CELANESE CORP P O BOX 1259 NJ SOMERVILLE $31,682 $2,379 $3,223 $4,126 $41,412.38 61750 HOECHST CELANESE CORP 50 MEISTER AVE NJ SOMERVILLE $110 $987 $1,097.00 02480 HOECHST CELANESE CORP 500 WASHINGTON ST RI COVENTRY $3,478 $750 $27 $4,256.75 14790 HOECHST CELANESE CORP 2850 CHERRY ROAD SC ROCK HILL $3,315 $2,042 $5,357.50 05563 HOECHST CELANESE CORP P O BOX 428 TX BISHOP $11,137 $5,397 $220 $1,583 $18,338.27 03569 HOECHST CELANESE CORP P O BOX 569320 TX DALLAS $1,854 $166 $2,020.00 83204 HOECHST CELANESE CORP P O BOX 819005 TX DALLAS $375 $375.00 09360 HOECHST CELANESE CORP P O BOX 58190 TX HOUSTON $50 $303 $353.00 77732 HOECHST CELANESE CORP P O BOX 58160 TX HOUSTON $1,446 $1,446.94 15010 HOECHST CELANESE CORP P O BOX 937 TX PAMPA $577 $2,748 $3,325.50
JOB-RCPMO5 FNR 5/02/93 CO-CODE: 0 AGED ACCOUNTS RECEIVABLE ENDING-DATE 5/01/93 PAGE# 64 TOTAL S.C. CUST # CUSTOMER ADDRESS ST CITY 0-TO-30 31-TO-60 61-TO-90 OVER-90 BAL-DUE - ---- ------ --------------- --------------- -- --------------- --------- --------- -------- --------- ---------- 10438 HOECHST CELANESE CORP 12212 PORT ROAD TX PASADENA $27 $27.50 72471 HOECHST CELANESE CORP 3340 W NORFOLK VA PORTSMOUTH $402 $402.50 ROAD 85890 HOECHST CELANESE CORP 801 WATER STREET VA PORTSMOUTH $27 $27.50 60966 HOECHST CELANESE CORP P O BOX 78 SC CARLISLE $2,582 $2,582.40 CUST. TOTAL....... 60,481 13,717 8,208 14,892 97,299.01 38335 HOFFMAN LA ROCHE INC P O BOX 238 NJ BELVIDERE $472 $472.50 39050 HOFFMAN LA ROCHE INC 1153 BLOOMFIELD NJ NUTLEY $11,563 $175 $11,738.32 AVE CUST. TOTAL....... 12,035 175 12,210.82 82105 HOFFMAN WATER 120 GRACEY AVE CT MERIDEN $1,635 $1,635.31 TREATING C CUST. TOTAL..... 1,635 1,635.31 51640 HOLLAND COMPANY INC 153 HOWLAND MA ADAMS $5,001 $5,001.38 AVENUE CUST. TOTAL....... 5,001 5,001.38 39880 HOLLINGSWORTH & VOSE CO 112 WASHINGTON ST MA E WALPOLE $1,930 $1,930.36 38375 HOLLINGSWORTH & VOSE CO 219 TOWNSEND RD MA W GROTON $1,143 $1,143.00 09600 HOLLINGSWORTH & VOSE CO EASTON MILL NY GREENWICH $880 $880.55 CUST. TOTAL...... 3,953 3,953.91 01724 HOLTRA CHEMICAL INC 159 BODEN LANE MA NATICK 16,368 $16,368.00 50736 HOLTRA CHEMICAL INC 395 HOOK ROAD NJ BAYONNE $1,120 $648 $982 $637 $3,388.38 CUST. TOTAL..... 17,488 648 982 637 19,756.38 87882 HOLTRACHEM 309-327 AVENUE P NJ NEWARK $300 $300.00 CUST. TOTAL....... 300 300.00 06144 HOOVER UNIVERSAL INC HIGHWAY 68 E KY CADIZ $82 $82.50 CUST. TOTAL....... 82 82.50 62420 HOPEWELL REGIONAL RT 10 HUMMEL VA HOPEWELL $165 $165.00 FACILI ROSS RD CUST. TOTAL....... 165 165.00 83307 HORIZON INDUSTRIES INC SOUTH INDUSTRIAL GA CALHOUN $2,862 $2,862.00 BLVD CUST. TOTAL........ 2,862 2,862.00 81144 HORSEHEAD RESOURCE 300 FRANKFORD RD PA MONACA $5,201 $5,201.18 DEVEL CUST. TOTAL........ 5,201 5,201.18 88413 HOUSMEX INC 17001 NORTH TX HOUSTON $8,194 $4,277 $12,471.00 CHASE DRIVE CUST. TOTAL....... 8,194 4,277 12,471.00 81778 HOWELL CHEMICAL 1201 SOUTH TX CHANNELVIEW $260 $130 $390.00 CO SHELDON ROAD CUST. TOTAL....... 260 130 390.00 17750 HOYER USA INCORPORATED 136 CENTRAL NJ CLARK $26,766 $5,226 $865 $32,858.10 AVENUE 78703 HOYER USA INCORPORATED 2 NORTH POINT RD TX HOUSTON $805 $805.50 CUST. TOTAL....... 26,766 5,226 1,671 33,663.60 10179 HULS AMERICA RANGE LINE ROAD AL MOBILE $165 $165.00 17690 HULS AMERICA ROUTE 297 MD CHESTERTOWN $504 $504.00
JOB-RCPMO5 FNR 5/02/93 CO-CODE: 0 AGED ACCOUNTS RECEIVABLE ENDING-DATE 5/01/93 PAGE# 65 TOTAL S.C. CUST # CUSTOMER ADDRESS ST. CITY 0-TO-30 31-TO-60 61-TO-90 OVER-90 BAL-DUE - ---- ------ --------------------- ---------------- -- -------------- --------- --------- --------- --------- ----------- 00973 HULS AMERICA TURNER PLACE NJ PISCATAWAY $16,024 $1,402 $ 136 $ 4,555 $22,117.80 87536 HULS AMERICA C/O FTS FREIGHT NJ SOMERVILLE $4,014 $ 4,014.40 PAYMENT 87609 HULS AMERICA % FTS FREIGHT NJ SOMERVILLE $ 3,472 $3,225 $ 9,675 $16,372.50 PAYMENT PL CUST. TOTAL........ 20,165 5,416 3,361 14,230 43,173.70 83772 HULS AMERICA/C/O 80 CENTENNIAL NJ PISCATAWAY $ 1,584 $ 1,584.30 BDP INT AVE CUST. TOTAL........ 1,584 1,584.30 65882 HULS CANADA INC 235 ORENDA ROAD ON BRAMALEA $ 412 $ 4,850 $ 5,262.72 CUST. TOTAL........ 412 4,850 5,262.72 39415 HUMKO PRODUCTS P O BOX 398 TN MEMPHIS $ 90 $ 90.00 CUST. TOTAL........ 90 90.00 87427 HUMPHREY CHEMICAL CAMBREX NJ CARLSTADT $ 4,316 $ 130 4,446.10 COMPAN FINE CHEMICALS G 88672 HUMPHREY CHEMICAL C/O CAMBREX FINE NJ CARLSTADT $ 2,900 $ 2,900 $ 5,800.00 COMPAN CHEMICA CUST. TOTAL........ 7,216 3,030 10,246.10 89826 HUNT PRODUCTS HUNT PRODUCTS TX DALLAS $ 55 $ 55.00 CO DIV CUST. TOTAL........ 55 55.00 00952 HUNTSMAN CHEMICAL 6 RIVERSIDE IND GA ROME $ 672 $ 672.00 PARK 19370 HUNTSMAN CHEMICAL P O BOX 600 OH BELPRE $ 275 $ 1,622 $ 1,897.50 52858 HUNTSMAN CHEMICAL 5100 BAINBRIDGE VA CHESAPEAKE $ 6,185 $8,616 $9,077 $ 9,913 $33,792.50 BLVD CUST. TOTAL........ 6,460 9,288 9,077 11,536 36,362.00 89978 HUNTSMAN CHEMICAL C/O CTI LOGISTICS NJ RAHWAY $ 6,984 $ 6,984.00 CORP INC CUST. TOTAL........ 6,984 6,984.00 88107 HUNTSMAN FILM 300 EAGLE GATE UT SALT LAKE $ 27 $ 27.50 PRODUCTS C TOWER CITY CUST. TOTAL........ 27 27.50 73894 HYCHEM INC P O BOX 250 GA RICEBORO $ 265 $ 265.00 CUST. TOTAL........ 265 265.00 04168 HYDRITE CHEMICAL 7300 WEST BRADLEY WI MILWAUKEE $ 2,249 $ 2,249.41 COMPANY ROAD CUST. TOTAL........ 2,249 2,249.41 87300 HYDRITE CHEMICALS 49 SOUTH STREET IL PARK FOREST $ 549 $ 558 $ 1,107.05 CUST. TOTAL........ 549 558 1,107.05 C 87295 HYDRO SERVICES 6410 STATE LINE AR TEXARKANA $2,115 $ 2,115.75 RD CUST. TOTAL 2,115 2,115.75 06376 I P I P O BOX 70 MO ELKTON $ 27 $1,453 $ 1,481.34 CUST. TOTAL........ 27 1,453 1,481.34 33175 I S P CHEMICALS RTE 95 INDUSTRIAL KY CALVERT CITY $ 2,806 $ 2,806.36 INC AVENUE CUST. TOTAL........ 2,806 2,806.36 54043 IBM CORP P O BOX 1000 NY HOPEWELL JUNCT $ 136 $ 136.00 07714 IBM CORP P O BOX 1400/ NY POUGHKEEPSIE $ 104 $ 338 $ 442.00 DEPT. 870 CUST. TOTAL........ 240 338 578.00
JOB-RCPMO5 FNR 5/02/93 CO-CODE: 0 AGED ACCOUNTS RECEIVABLE ENDING-DATE 5/01/93 PAGE# 66 TOTAL S.C. CUST # CUSTOMER ADDRESS ST. CITY 0-TO-30 31-TO-60 61-TO-90 OVER-90 BAL-DUE - ---- ------ --------------------- ---------------- -- -------------- --------- --------- --------- --------- ----------- 66083 ICI AMERICAS INC 560 PIER A PLACE CA WILMINGTON $ 137 $ 137.50 40400 ICI AMERICAS INC CONCORD PIKE & DE WILMINGTON $ 474 $ 184 $ 195- $ 463.00 MURPHY RD 89627 ICI AMERICAS INC 3411 SILVERSIDE DE WILMINGTON $ 624 $1,478 $ 915 $ 3,017.87 ROAD 90076 ICI AMERICAS INC 3411 SILVERSIDE DE WILMINGTON $ 2,760 $ 2,760.00 ROAD 89361 ICI AMERICAS INC C/O RUBICON INC LA GEISMAR $ 3,603 $1,874 $ 5,477.00 39355 ICI AMERICAS INC 333 MAIN STREET MA DIGHTON $ 50 $ 50.00 05600 ICI AMERICAS INC P O BOX 17631 MO SAINT LOUIS $26,724 $5,557 $2,240 $ 3,878 $38,400.01 39365 ICI AMERICAS INC P O BOX 31786 NC CHARLOTTE $ 40 $ 40.00 CUST. TOTAL......... 34,185 8,909 3,339 3,910 50,345.38 65866 ICI AMERICAS P O BOX 152 TN MT PLEASANT $ 165 $ 998 $ 1,163.50 INC/AGRI PR CUST. TOTAL......... 165 998 1,163.50 02558 ICI CANADA INC P O BOX 1299 ON CORNWALL $ 3,902 $ 225 $ 4,127.96 10089 ICI CANADA INC P O BOX 1900 ON COURTRIGHT $ 64 $ 64.20 CUST. TOTAL......... 3,967 225 4,192.16 52259 ICI EXPLOSIVES P O BOX 271 PA TAMAQUA $ 433 $ 433 $ 866.00 CUST. TOTAL......... 433 433 866.00 02667 ICI NITROGEN PRODUCTS P O BOX 5201 ON LONDON $25,791 $2,958 $1,582 $ 571 $30,904.23 CUST. TOTAL......... 25,791 2,958 1,582 571 30,904.23 60122 ICI SPECIALTY INKS 3730 OLD TASSO TN CLEVELAND $ 876 $1,504 $ 2,380.00 ROAD NE CUST. TOTAL......... 876 1,504 2,380.00 89793 ICS CHEMICAL 5401 W KENNEDY FL TAMPA $3,316 $ 3,316.75 BLVD 81208 ICS CHEMICAL 135 PINEVIEW NY AMHERST $1,177 $ 1,177.50 DRIVE CUST. TOTAL......... 3,316 1,177 4,494.25 40380 IDEAL CHEM & SUPPLY P O BOX 18698 TN MEMPHIS $20,135 $1,773 $21,908.78 CUST. TOTAL......... 20,135 1,773 21,908.78 40255 IFF 600 STATE NJ HAZLET $28,557 $1,968 $ 605 $3,168 $34,298.95 HIGHWAY 36 40275 IFF 800 ROSE LANE NJ UNION BEACH $ 260 $ 260.00 CUST. TOTAL......... 28,817 1,968 605 3,168 34,558.95 87010 IFF DE MEXICO % CEGO GROUP TX LAREDO $ 1,158 $ 1,158.00 CUST. TOTAL......... 1,158 1,158.00 87013 IQI PETROLEUM 461 FROM RD NJ PARAMUS $ 71- $ 71.00- SPECIALTIE CUST. TOTAL......... 71- 71.00- 00747 IGLOO PRODUCTS CORP P O BOX 19322 TX HOUSTON $ 247 $ 137 $ 385.00 CUST. TOTAL......... 247 137 385.00 26154 IMEX FORWARDING AGENCY P O BOX 1326 TX LAREDO $ 280 $ 280.00 CUST. TOTAL......... 280 280.00 72651 IMPACT PLASTIC INC 780 FOUR ROD RD CT KENSINGTON $ 6,449 $1,523 $ 822 $ 8,794.91 CUST. TOTAL......... 6,449 1,523 822 8,794.91
JOB-RCPMO5 FNR 5/02/93 CO-CODE: 0 AGED ACCOUNTS RECEIVABLE ENDING-DATE 5/01/93 PAGE# 67 TOTAL S.C. CUST # CUSTOMER ADDRESS ST. CITY 0-TO-30 31-TO-60 61-TO-90 OVER-90 BAL-DUE - ---- ------ --------------------- ---------------- -- -------------- --------- --------- --------- --------- ----------- 56265 IMPERIAL OIL LIMITED CHRISTINA & ON SARNIA $ 82 $ 82.50 CLIFFORD CUST. TOTAL......... 82 82.50 45600 IMPERIAL WALLPAPER CO UNDERWOOD AVE NY PLATTSBURGH $ 2,189 $ 2,189.44 CUST. TOTAL......... 2,189 2,189.44 05446 IMPERIAL WEST CHEMICAL 1701 WILBUR CA ANTIOCH $54,853 $3,864 $ 336- $8,054 $66,436.67 C AVENUE CUST. TOTAL......... 54,853 3,864 336- 8,054 66,436.67 75760 INCEPTOR INC 2970 AIRPORT HWY OH TOLEDO $ 27 $ 27.50 CUST. TOTAL......... 27 27.50 72098 INCO ALLOYS INTERNATIONA ROUTE 23 KY BURNAUGH $ 348 $ 348.00 27881 INCO ALLOYS INTERNATIONA RIVERSIDE ROAD WV HUNTINGTON $ 490 $ 490.50 CUST. TOTAL......... 838 838.50 41640 INCO LTD ACCOUNTS PAYABLE ON COPPER CLIFF $ 4,562 $2,252 $ 6,814.97 CUST. TOTAL......... 4,562 2,252 6,814.97 23118 INDCO INC N RAILROAD & NJ GLOUCESTER CIT $ 960 $ 480 $ 1,440.00 ESSEX ST CUST. TOTAL......... 960 480 1,440.00 07253 INDEPENDENT CEMENT CORP P O BOX 12-310 NY ALBANY $ 250 $ 436 $ 107 $3,147 $ 3,942.36 08674 INDEPENDENT CEMENT CORP P O BOX 1008 NY BUFFALO $ 133- $ 133.43- CUST. TOTAL......... 250 436 107 3,O14 3,808.93 88708 INDOLEX 5675 KENNEDY ROAD ON MISSISSAUGA $ 53 $ 53.5O CUST. TOTAL......... 53 53.5O 05168 INDOPCO INC CEDAR SPRINGS RD NC SALISBURY $ 110 $ 110.00 CUST. TOTAL......... 110 110.00 50287 INDUSTRIAL ADHESIVES 130 N CAMPBELL IL CHICAGO $ 45 $ 45.00 AVE CUST. TOTAL......... 45 45.00 64289 INDUSTRIAL CHEM-TEX P O BOX 6964 TX LONGVIEW $ 935 $1,250 $ 2,186.04 CUST. TOTAL......... 935 1,250 2,186.04 54680 INDUSTRIAL CHEMICALS 12801 NEWBURGH MI LIVONIA $ 27 $ 27.50 ROAD 89756 INDUSTRIAL CHEMICALS 885 W SMITH ROAD OH MEDINA $ 416 $ 416.24 CUST. TOTAL......... 443 443.74 71713 INDUSTRIAL GROUP CORP 3 PERKINS WAY MA NEWBURYPORT $ 5,217 $ 5,217.84 CUST. TOTAL......... 5,217 5,217.84 77400 INDUSTRIAL SOLVENTS CORP P O BOX 125 MI SAINT LOUIS $ 2,379 $ 2,379.42 CUST. TOTAL......... 2,379 2,379.42 61372 INDUSTIAS ASTROL 8535 SAN GABRIEL TX LAREDO $ 900 $ 900.00 DR CUST. TOTAL......... 900 900.00 80421 INDUSTRIAS RESISTOL S A KM 52.5 MX LERMA EDO $ 1,950 $ 1,950.00 CUST. TOTAL......... 1,950 1,950.00
JOB-RCPMO5 FNR 5/02/93 CO-CODE: 0 AGED ACCOUNTS RECEIVABLE ENDING-DATE 5/01/93 PAGE# 68 TOTAL S.C. CUST # CUSTOMER ADDRESS ST. CITY 0-TO-30 31-TO-60 61-TO-90 OVER-90 BAL-DUE - ----------- ------------------ ------------------- -- ------------- --------- --------- --------- --------- ----------- 76325 INGRAM BARGE PO BOX 23049 TN NASHVILLE $480 $480.00 CUST. TOTAL ...... 480 480.00 90068 INLAND FISHER DIV OF GENERAL TX BROWNSVILLE $ 2,499 $ 2,499.00 GUIDE RIMI MOTORS CUST. TOTAL....... 2,499 2,499.00 59990 INLAND ORANGE INC OLD HIGHWAY 87 TX ORANGE $600 $600.00 CUST. TOTAL....... 600 600.00 33920 INLAND ROME INC 238 MAYS BRIDGE GA ROME $ 2,895 $ 2,895.59 ROAD CUST. TOTAL....... 2,895 2,895.59 43960 INDLEX CORPORATION JACKSON & SWANSON PA PHILADELPHIA $14,319 $6,842 $209 $21,370.88 STS CUST. TOTAL....... 14,319 6,842 209 21,370.88 41390 INSTA FOAM 2050 NO BROADWAY IL JOLIET $192 $235 $427.50 CUST. TOTAL....... 192 235 427.50 66915 INSULATING 1 CAMPBELL ROAD NY SCHENECTADY $2,249 $141 $2,391.02 MATERIALS INC CUST. TOTAL....... 2,249 141 2,391.02 69819 INTAC AUTOMOTIVE PO BOX 339 IL LEMONT $1,035 $641 $1,676.00 PRDT IN CUST. TOTAL....... 1,035 641 1,676.00 56570 INTER PACK CORP 399 DETROIT AVENUE MI MONROE $549 $24 $573.00 CUST. TOTAL....... 549 24 573.00 76879 INTERAMERICA JEFFERSON & PINDER TX LAREDO $980 $980.00 FORWARDING STREE CUST. TOTAL....... 980 980.00 85243 INTERCONTINENTAL 1985 N CENTRAL AVE TX BROWNSVILLE $2,470 $2,470.00 FWG CUST. TOTAL....... 2,470 $2,470.00 89542 INTERCORP MEXICO GUADALUPE NUEVO MX MEXICO $1,229 $1,229 $2,458.00 S A DE LEON CUST. TOTAL....... 1,229 1,229 2,458.00 78719 INTERCORP MEXICO GUERRERO 213 A SUR MX CO GUADALUPE N $938 $1,876 $938 $3,752.00 S A DE CUST. TOTAL....... 938 1,876 938 3,752.00 74110 INTERFLOW USA 363 N SAM HOUSTON TX HOUSTON $8,719 $2,446 $3,461 $14,627.19 PKWY E CUST. TOTAL....... 8,719 2,446 3,461 14,627.19 22312 INTERLUBE 4646 BAKER AVENUE OH CINCINNATI $2,133 $2,133.51 CORPORATION CUST. TOTAL....... 2,133 2,133.51 82379 INTERNATIONAL P O BOX 24686 FL TAMPA $1,736 $1,736.23 CONTAINER 64466 INTERNATIONAL 66 YORK STREET NJ JERSEY CITY $1,680 $8,674 $9,456 $30,897 $50,708.49 CONTAINER CUST. TOTAL....... 3,416 8,674 9,456 30,897 52,444.72 89827 INTERNATIONAL 100 DICKMON RD AL BAY MINETTE $1,164 $1,164.00 PAPER CO 10193 INTERNATIONAL P O BOX 7069 AR PINE BLUFF $340 $340.75 PAPER CO 41120 INTERNATIONAL P O BOX 312 LA BASTROP $7,959 $292 $8,252.25 PAPER CO
JOB-RCPMO5 FNR 5/02/93 CO-CODE: 0 AGED ACCOUNTS RECEIVABLE ENDING-DATE 5/01/93 PAGE# 69 TOTAL S.C. CUST # CUSTOMER ADDRESS ST. CITY 0-TO-30 31-TO-60 61-TO-90 OVER-90 BAL-DUE - ----------- ------------------ ------------------- -- ------------- --------- --------- --------- --------- ----------- 00205 INTERNATIONAL OFF HIGHWAY 509 LA MANSFIELD $735 $735.17 PAPER CO 01483 INTERNATIONAL P O BOX 20 RILEY ME JAY $8,785 $4,585 $1,714 $687 $15,771.50 PAPER CO ROAD 40575 INTERNATIONAL P O BOX 311 MS NATCHEZ $777 $777.00 PAPER CO 41610 INTERNATIONAL P O BOX 1362 NY TICONDEROGA $91 $91.00 PAPER CO 53229 INTERNATIONAL P O BOX 797 NY TUXEDO PK $3,771 $3,771.00 PAPER CO 27231 INTERNATIONAL KAMINSKI STREET SC GEORGETOWN $1,835 $1,835.00 PAPER CO 84292 INTERNATIONAL P O BOX 946 TN MEMPHIS $509 $82 $591.50 PAPER CO CUST. TOTAL....... 19,314 5,749 2,223 6,042 33,329.17 08161 INTERNATIONAL 300 NORTH HAVEN CA ONTARIO $617 $1,667 $2,285.41 PERMALITE CUST. TOTAL....... 617 1,667 2,285.41 86418 INTERNATIONAL 8945 GUILFORD ROAD MD COLUMBIA $635 $635.18 RESOURCES CUST. TOTAL....... 635 635.18 52479 INTERPLAST 199 GARIBALDI NJ LODI $137 $137.50 UNIVERSAL IND AVENUE CUST. TOTAL....... 137 137.50 01057 INTERPLASTICS 1545 SOUTH OLIVE IN SOUTH BEND $395 $395.00 CORPORATIO CUST. TOTAL....... 395 395.00 58104 INTERPOLYMER CORP 7501 DISTRIBUTION KY LOUISVILLE $15,667 $8,371 $720- $23,318.50 DRIVE CUST. TOTAL....... 15,667 8,371 720- 23,318.50 72655 INTERPROVINCIAL 945 MARION ST MB WINNIPEG $160 $160.00 COOPERAT CUST. TOTAL....... 160 160.00 07323 INTERSOL IND CORP P O BOX 270383 FL TAMPA $2,250 $ 2,250.01 CUST. TOTAL....... 2,250 2,250.01 74498 INTERSTATE CHEMICAL 2797 FREEDLAND ROAD PA HERMITAGE $91 $91.75 CO 04841 INTERSTATE CHEMICAL 2797 FREEDLAND ROAD PA W MIDDLESEX $230 $230.00 CO CUST. TOTAL....... 91 230 321.75 41810 INTERSTATE GRACESON & MEADE ST PA READING $110 $110.00 CONTAINER CO CUST. TOTAL....... 110 110.00 81678 INTERSTATE RACING 8128 SUBET RD MD BALTIMORE $137 $137.50 FUEL CUST. TOTAL....... 137 137.50 82904 INTROSUL INC 404 SEARS ROAD GA PERRY $125 $125.00 CUST. TOTAL....... 125 125.00 89011 INX INTERNATIONAL 1860 WESTERN DRIVE IL WEST CHICAGO $1,155 $1,155.32 INK CO CUST. TOTAL....... 1,155 1,155.32 87327 IONPURE 8211 COUNTRY CLUB IN INDIANAPOLIS $45- $45.00- TECHNOLOGIES COR PLACE CUST. TOTAL....... 45- 45.00- 50837 ISOCYANATE PRODUCTS 12243 BRANFORD CA SUN VALLEY $691 $691.80 INC STREET CUST. TOTAL....... 691 691.80
JOB-RCPMO5 FNR 5/02/93 CO-CODE: 0 AGED ACCOUNTS RECEIVABLE ENDING-DATE 5/01/93 PAGE# 70 TOTAL S.C. CUST # CUSTOMER ADDRESS ST. CITY 0-TO-30 31-TO-60 61-TO-90 OVER-90 BAL-DUE - ----------- ------------------ ------------------- -- ------------- --------- --------- --------- --------- ----------- 84353 ITT TEVES AMERICA 111 W LOVERS LANE VA CULPEPER $945 $945.01 CUST. TOTAL....... 945 945.01 89142 ITTC P O BOX 750 NY PLATTSBURGH $13,431 $9,366 $5,033 $27,831.42 CUST. TOTAL....... 13,431 9,366 5,033 27,831.42 89058 ITW DEVCON 36 ENIDCOTT ST WA DANVERS $82 $247 $330.00 CUST. TOTAL....... 82 247 330.00 72359 IVAX INDUSTRIES 12 FACTORY LANE NJ MIDDLESEX $495 $110 $605.00 CUST. TOTAL....... 495 110 605.00 53831 IVEX CORPORATION 218 CLEVELAND OH CHAGRIN FALLS $1,036 $1,036.00 STREET CUST. TOTAL....... 1,036 1,036.00 74969 IZUMI CORPORATION COUNTRY RD 101 NY YAPHANK $14,559 $12,349 $11,935 $38,843.97 CUST. TOTAL....... 14,559 12,349 11,935 38,843.97 42240 J&L SPECIALITY P O BOX 3373 PA PITTSBURGH $82 $151 $233.75 PRODUCTS CUST. TOTAL....... 82 151 233.75 07342 J B EURELL COMPANY 45 WEST SCOTTDALE PA LANSDOWNE $920 $920.00 ROAD CUST. TOTAL....... 920 920.00 06949 J L PRESCOTT 16750 S VINCENNES IL S HOLLAND $488 $488.00 COMPANY ROAD CUST. TOTAL....... 488 488.00 86356 J M HUBER P O BOX P TN ETOWAH $11,000 $6,600 $4,400 $22,000.00 CORPORATION CUST. TOTAL....... 11,000 6,600 4,400 22,000.00 51309 J R SIMPLOT COMPANY 16777 SO HOWLAND CA LATHROP $358 $358.91 AVENUE CUST. TOTAL....... 358 358.91 88024 J STERLING SERVICE 7550 SANTA FE DRIVE IL HODGKINS $550 $550.00 CO CUST. TOTAL....... 550 550.00 62498 J T BAKER CHEMICAL 1223 GROVE ROAD PA PITTSBURGH $50- $50.34- CO CUST. TOTAL....... 50- 50.34- 06300 J T BAKER INC 600 N BROAD NJ PHILLIPSBURG $28,188 $7,388 $4,916 $14- $40,479.32 CUST. TOTAL....... 28,188 7,388 4,916 14- 40,479.32 90241 JACKSON CHEMICAL P O BOX 616 NJ LIVINGSTON $1,690 $1,690.31 CUST. TOTAL....... 1,690 1,690.31 78804 JACKSON IND 240 MITCHELL AVE MS JACKSON $48 $48.00 UNIFORM SERV CUST. TOTAL....... 48 48.00 90099 JAMES RIVER 2101 WILLIAMS ST CA SAN LEANDRO $1,006 $1,006.80 CORPORATION 63383 JAMES RIVER P O BOX 218 LA ST FRANCISVILL 1,372 $1,372.50 CORPORATION 04439 JAMES RIVER 100 ISLAND AVE MI PARCHMENT $8,341 $8,341.81 CORPORATION 69250 JAMES RIVER FRENCH TOWN ROAD NJ MILFORD $655 $655.00 CORPORATION CUST. TOTAL....... 10,003 1,372 11,376.11
JOB-RCPMO5 FNR 5/02/93 CO-CODE: 0 AGED ACCOUNTS RECEIVABLE ENDING-DATE 5/01/93 PAGE# 71 TOTAL S.C. CUST # CUSTOMER ADDRESS ST. CITY 0-TO-30 31-TO-60 61-TO-90 OVER-90 BAL-DUE - ----------- ------------------ ------------------- -- ------------- --------- --------- --------- -------- ------- 59215 JAMESTOWN PLYWOOD 34 STEEL STREET NY JAMESTOWN $110 $110.00 CUST. TOTAL . . . . 110 110.00 03407 JEEP CORPORATION 940 NORTH COVE OH TOLEDO $27 $27.50 BOULEVARD CUST. TOTAL . . . . 27 27.50 09674 JET PLASTICA 1100 SWAB RD PA HATFIELD $110 $110.00 CUST. TOTAL . . . . 110 110.00 00209 JETCO CHEMICAL INC. E. HWY 31 TX CORSICANA $40 $40.00 CUST. TOTAL . . . . 40 40.00 23550 JOHN C. DOLPH NEW ROAD NJ MONMOUTH JCT $82 $140 $223.00 CUST. TOTAL . . . . 82 140 223.00 64698 JOHN DEERE & COMPANY VINE & MADISON IA OTTUMWA $2,642 $2,642.50 CUST. TOTAL . . . . 2,642 2,642.50 38640 JOHN R HESS & P.O. BOX 3615 RI CRANSTON $1,411 $37 $1,448.50 SONS INC. CUST. TOTAL . . . . 1,411 37 1,448.50 87308 JOHNSON & JOHNSON 50 GEORGE STREET NJ N. BRUNSWICK $5,778 $9,032- $3,254.50- 86235 JOHNSON & JOHNSON P.O. BOX 217 NJ SKILLMAN $18,212 $14,667- $3,545.50 CUST. TOTAL . . . . 18,212 5,778 23,699- 291.00 84251 JOHNSON & JOHNSON INC. 7101 NOTRE-DAME EST PO MONTREAL $2,876 $2,876.10 CUST. TOTAL . . . . 2,876 2,876.10 82710 JOHNSON CONTROLS INC. 2525 NORTH SIXTH IN VINCENNES $137 $137.50 STREET 60952 JOHNSON CONTROLS INC. PO BOX 116 ON ORANGEVILLE $27 $220 $247.50 77024 JOHNSON CONTROLS INC. 1890 MINES ROAD TN PULASKI $27 $27.50 CUST. TOTAL . . . . 55 357 412.50 39530 JOHNSON CONTROLS LTD 100 TOWNLINE ROAD ON TILLSONBURG $135 $135.00 CUST. TOTAL . . . . 135 135.00 82015 JOHNSON MERCHANTILE FRONT STREET NC HAMILTON $150 $150.00 CO CUST. TOTAL . . . . 150 150.00 65974 JONES CHEMICAL 520 W. TENTH AVE LA RESERVE $1,629 $1,629.84 COMPANY 42340 JONES CHEMICAL 2500 WANDERHOOF RD OH BARBERTON $414 $100 $100 $425 $1,039.80 COMPANY CUST. TOTAL . . . . 414 100 100 2,054 2,669.64 52161 JONES HAMILTON PO BOX 464 CA NEWARK $12,443 $1,033 $13,476.90 CUST. TOTAL . . . . 12,443 1,033 13,476.90 56287 JONES PLASTIC & 2410 PLANTSIDE DRIVE KY JEFFERSONTOWN $1,782 $238 $1,100 $3,121.10 ENGINEER CUST. TOTAL . . . . 1,782 238 1,100 3,121.10 61039 JUAN B. CARRANZA 109 FLETCHA LANE TX LAREDO $140 $140.00 CUST. TOTAL . . . . 140 140.00
JOB-RCPMO5 FNR 5/02/93 CO-CODE: 0 AGED ACCOUNTS RECEIVABLE ENDING-DATE 5/01/93 PAGE# 72 TOTAL S.C. CUST # CUSTOMER ADDRESS ST. CITY 0-TO-30 31-TO-60 61-TO-90 OVER-90 BAL-DUE - ----------- ------------------ ------------------- -- ------------- --------- --------- --------- -------- ------- 89600 JUAN DURAN FWG 1650 CENTRAL AVE TX BROWNSVILLE $900 $900.00 CUST. TOTAL . . . . 900 900.00 55140 K & D INDUSTRIAL 2962 VENTURE DR MI MIDLAND $478 $505 $983.50 CLEANER CUST. TOTAL . . . . 478 505 983.50 88345 K & S INDUSTRIES LTD PO BOX 297 CT GEORGETOWN $1,634 $1,634.00 CUST. TOTAL . . . . 1,634 1,634.00 10348 K CHEMICAL 1200 SUMMER STREET CT STAMFORD $1,920- $1,920.00- CORPORATION CUST. TOTAL . . . . 1,920- 1,920.00- 67280 K J QUINN & COMPANHY 135 FOLLY MILL ROAD NH SEABROOK $247 $247.50 CUST. TOTAL . . . . 247 247.50 79493 KAISER ALUMINUM INTERNATIONAL BILLING LA GRAMERCY $5,040 $5,040.00 & CHEM ON 52250 KAISER ALUMINUM PO BOX 15108 WA SPOKANE $4,194 $4,196.92 & CHEM CUST. TOTAL . . . . 9,236 9,236.92 13462 KALAMA CHEMICAL INC 1296 N W 3RD STREET WA KALAMA $45- $45.00- CUST. TOTAL . . . . 45- 45.00- 80324 KALAMA INTERNATIONAL 1200 SMITH, SUITE 1111 TX HOUSTON $737 $737.50 CUST. TOTAL . . . . 737 737.50 79107 KANEMATSU-GOSHO USA 114 WEST 47TH ST NY NEW YORK $3,109 $3,109.00 INC 23RD FL CUST. TOTAL . . . . 3,109 3,109.00 89366 KARLSHAMNS USA INC PO BOX 1025 NJ HARRISON $131 $131.30 CUST. TOTAL . . . . 131 131.30 81105 KELMAR 5210 HOVIS RD NC CHARLOTTE $82 $82.50 CUST. TOTAL . . . . 82 82.50 56091 KEMIRA INC PO BOX 845 FL ATLANTIC BEACH $1,788 $1,181 $2,970.86 CUST. TOTAL . . . . 1,788 1,181 2,970.86 05241 KEMIRA PO BOX 368 GA SAVANNAH $1,982 $1,982.30 INCORPORATED CUST. TOTAL . . . . 1,982 1,982.30 66401 KEMTEC, INC 11001 ST CATHERINES PO MONTREAL $36,406 $36,406.78 ST E CUST. TOTAL . . . . 36,406 36,406.78 59104 KENSINGTON PO BOX 663 CT MADISON $526 $526 $11,746 $12,800.37 CORPORATION 64942 KENSINGTON C/O ARGUS CHEMICAL CORP NY BROOKLYN $104 $104.00 CORPORATION CUST. TOTAL . . . . 526 526 11,850 12,904.37 15446 KERR MC GEE PO BOX 25861 OK OKLAHOMA CITY $2,720 $2,720.00 CHEMICAL COR CUST. TOTAL . . . . 2,720 2,720.00 89348 KIMBERLY CLARK CORP 58 PICKETT DISTRICT RD CT NEW MILFORD $4,615 $493 $5,108.63 01036 KIMBERLY CLARK CORP GREY LOCK STREET MA LEE $192 $192.50
JOB-RCPMO5 FNR 5/02/93 CO-CODE: 0 AGED ACCOUNTS RECEIVABLE ENDING-DATE 5/01/93 PAGE# 73 TOTAL S.C. CUST # CUSTOMER ADDRESS ST. CITY 0-TO-30 31-TO-60 61-TO-90 OVER-90 BAL-DUE - ----------- ------------------ ------------------- -- ------------- --------- --------- -------- ------- ---------- 42695 KIMBERLY CLARK CORP EAST MUNISING AVE MI MUNISING $80 $40 $120.00 43320 KIMBERLY CLARK CORP MAIN STREET NJ SPOTSWOOD $177 $177.61 76895 KIMBERLY CLARK CORP 1111 HENRY STREET WI NEENAH $115 $115.00 CUST. TOTAL . . . . 4,695 533 177 307 5,713.74 63833 KIMBERLY-CLARK CORP PO BOX 370 OH TROY $27 $27.50 CUST. TOTAL . . . . 27 27.50 60688 KING FINISHING PO BOX 480 GA STATEBORO $909 $909.30 CUST. TOTAL . . . . 909 909.30 84232 KINGS LABORATORY PO BOX 120 SC BLYTHEWOOD $110 $110.00 INC CUST. TOTAL . . . . 110 110.00 51494 KIWI BRANDS INC 447 OLD SWEDE RD PA DOUGLASSVILLE $1,391 $1,391.50 CUST. TOTAL . . . . 1,391 1,391.50 83229 KLAMATH DOORS 3305 LAKEPORT BLVD OR KLAMATH FALLS $1,548 $1,548.60 CUST. TOTAL . . . . 1,548 1,548.60 43450 KLEEN BRITE PO BOX 20408 NY ROCHESTER $11,266 $11,266.50 LABORATORIES CUST. TOTAL . . . . 11,266 11,266.50 06118 KMCO INCORPORATED 16503 RAMSEY ROAD TX CROSBY $100 $100.00 CUST. TOTAL . . . . 100 100.00 86891 KOCH MATERIALS CO. 10100 BROWER ROAD OH NORTH BEND $3,811 $3,811.68 CUST. TOTAL . . . . 3,811 3,811.68 78465 KOCH MATERIALS 1305 E. GRAND RIVER MI HOWELL $1,645- $1,645.70- COMPANY 78993 KOCH MATERIALS PO BOX 27327 MO SAINT LOUIS $1,105 $1,105.00 COMPANY CUST. TOTAL . . . . 1,105 1,645- 540.70- 02714 KOCH SERVICE INC PO BOX 10347 TX CORPUS CHRISTI $192 $192.50 CUST. TOTAL . . . . 192 192.50 57643 KOCH SULFUR PO BOX 2256 KS WICHITA $511 $511.74 PRODUCTS CUST. TOTAL . . . . 511 511.74 57980 KOHLER COMPANY 444 HIGHLAND DRIVE WI KOHLER $55 $55.00 CUST. TOTAL . . . . 55 55.00 83780 KOKOKU STEEL CORP. PO BOX 357 IN SCOTTSBURG $55 $55.00 CUST. TOTAL . . . . 55 55.00 08997 KOLMAR LABORATORIES SKYLINE DRIVE NY PORT JERVIS $26 $26.26 INC. CUST. TOTAL . . . . 26 26.26 09649 KOPPERS INDUSTRIES 3900 SOUTH LARAMIE IL CICERO $55 $55.00 INC STREET 86667 KOPPERS INDUSTRIES PO BOX 1230 IL LANSING $83,885 $6,694 $1,753 $16,455 $108,788.73 INC 77479 KOPPERS INDUSTRIES PO BOX 3485 NH NASHUA $2,059 $2,059.20 INC 44440 KOPPERS INDUSTRIES PO BOX 665 WV FOLLANSBEE $172,460 $8,870 $11,985 $7,912 $201,229.30 INC CUST. TOTAL . . . . 256,401 15,564 13,739 26,426 312,132.23
JOB-RCPMO5 FNR 5/02/93 CO-CODE: 0 AGED ACCOUNTS RECEIVABLE ENDING-DATE 5/01/93 PAGE# 74 TOTAL S.C. CUST # CUSTOMER ADDRESS ST. CITY 0-TO-30 31-TO-60 61-TO-90 OVER-90 BAL-DUE - ---- ------ ------------------ ------------------- -- ------------- --------- --------- --------- --------- ----------- 82602 KOST GROUP 12141 PAULMEADOWS OH CINCINNATI $50 $50.00 RD CUST TOTAL . . . 50 50.00 05311 KRACO ENTERPRISES 505 E EUCLID CA COMPTON $302 $302.50 INC AVENUE CUST TOTAL . . . 302 302.50 84427 KRAFT GENERAL 342 GRANT STREET PA CHAMBERSBURG $82 $82.50 FOODS CUST TOTAL . . . 82 82.50 25139 KRAFT INC DAIRY 261 DELAWARE NY WALTON $385 $385.00 GROUP STREET CUST TOTAL . . . 385 385.00 44650 KRAMER CHEMICAL PO BOX 1299 NJ CLIFTON $2,427 $1,495 $3,283 $7,206.36 CUST TOTAL . . . 2,427 1,495 3,283 7,206.36 83829 KRONOS PO BOX 70 LA WESTLAKE $630 $630.00 CUST TOTAL . . . 630 630.00 23482 KRONOS CANADA INC 4 PLACE VILLE MARIE PO MONTREAL $11,446 $775 $262 $12,484.65 CUST TOTAL . . . 11,446 775 262 12,484.65 88282 KRONOS INC C/O BROUSSARD & TX HOUSTON $2,772 $2,772.60 ASSOCIAT CUST TOTAL . . . 2,772 2,772.60 86952 KROPP FORGE ANADITE COMPANY IL CICERO $518 $518 $1,036 $2,046 4,118.00 DIVISION CUST TOTAL . . . 518 518 1,036 2,046 4,118.00 82808 KY TN CLAY COMPANY PO BOX 160 MS CRENSHAW $110 $110.00 CUST TOTAL . . . 110 110.00 76980 KYSOR NEEDHAM 4201 JANADA TX FORT WORTH $100 $100.00 CUST TOTAL . . . 100 100.00 89935 KYZEN CORPORATION 413 HARDING IND DR TN NASHVILLE $1,075 $1,075.77 CUST TOTAL . . . 1,075 1,075.77 13446 L&F PRODUCTS 225 SUMMITT AVENUE NJ MONTVALE $27 $27.50 CUST TOTAL . . . 27 27.50 71090 L B RUSSELL 14-33 31ST AVENUE NY LONG ISLAND CY $1,713 $1,713.00 CHEMICAL CO CUST TOTAL . . . 1,713 1,713.00 64659 L C I LAY-CEE INC 1448 MCCARTER HWY NJ NEWARK $7,034 $7,034.00 CUST TOTAL . . . 7,034 7,034.00 23715 L C I LIMITED 415 PABLO AVENUE FL JACKSONVILLE $8,576 $371 $8,947.50 NORTH CUST TOTAL . . . 8,576 371 8,947.50 16698 L C P CHEMICALS PO BOX 1558 GA BRUNSWICK $48 $480.65 64936 L C P CHEMICALS RIVER ROAD ME ORRINGTON $3,610 $3,610.20 83055 L C P CHEMICALS RIVER ROAD ME ORRINGTON $1,044 $1,044.00 14640 L C P CHEMICALS PO BOX 98 NY SOLVAY $27,320 $27,320.93
JOB-RCPMO5 FNR 5/02/93 CO-CODE: 0 AGED ACCOUNTS RECEIVABLE ENDING-DATE 5/01/93 PAGE# 75 TOTAL S.C. CUST # CUSTOMER ADDRESS ST. CITY 0-TO-30 31-TO-60 61-TO-90 OVER-90 BAL-DUE - ---- ------ ------------------ ------------------- -- ------------- --------- --------- --------- --------- ----------- 83052 L C P CHEMICALS PO BOX 98 NY SOLVAY $1,291 $1,791 $1,642 $21,139 $25,865.36 CUST TOTAL . . . 1,291 1,791 1,642 53,595 58,321.14 84350 L M R PO BOX 126 LA GEISMAR $11,545 $11,545.00 CUST TOTAL . . . 11,545 11,545.00 89208 LA FARGE 5160 MAIN STREET PA WHITEHALL $36- $36.26- CORPORATION CUST TOTAL . . . 36- 36.26- 85270 LA ROCHE 1726 TOTAL STREET NC CHARLOTTE $495 $495.59 INDUSTRIES 10803 LA ROCHE PO BOX 1629 NJ S HACKENSACK $1,712 $2,097 $3,810.20 INDUSTRIES CUST TOTAL . . . 1,712 2,593 4,305.79 10201 LABBCO 2903 DUPREE TX HOUSTON $893 $533 $1,426.31 INCORPORATED CUST TOTAL . . . 893 533 1,426.31 87200 LACLEDE STEEL 1 METROPOLITAN MO SAINT LOUIS $12,637 $12,637.75 SQUARE 78214 LACLEDE STEEL 1175 HARBOR AVE TN MEMPHIS $223 $223.60 CUST TOTAL . . . 12,861 12,861.35 85931 LACLEDE STEEL CO FAIRLESS PIPE PA FAIRLESS HILLS $1,983 $1,983.75 CUST TOTAL . . . 1,983 1,983.75 66815 LAID LAW LAUREL RIDGE RD LA WHITE CASTLE $535 $535.20 ENVIRONMENTAL 71453 LAID LAW ROUTE 1 CLARK RD LA WHITE CASTLE $149 $149.63 ENVIRONMENTAL 78334 LAID LAW PO BOX 321 SC ROEBUCK $700 $858 $1,558.50 ENVIRONMENTAL CUST TOTAL . . . 700 858 664 2,243.33 81697 LAIDLAW 3300 CUMMINGS RD TN CHATTANOOGA $137 $96 $55 $288.75 ENVIRONMENTAL SE CUST TOTAL . . . 137 96 55 288.75 65328 LAKE RIVER 5005 S HARLEM AVE IL BERWYN $275 $275.00 TERMINAL CUST TOTAL . . . 275 275.00 89945 LALLEMAND INC 1620 RUE PREFONTAINE PO MONTREAL $294 $294.25 CUST TOTAL . . . 294 294.25 57642 LAMSTEEL CORP ANDREWS AVENUE NORTH TN HARTSVILLE $1,492 $1,492.00 CUST TOTAL . . . 1,492 1,492.00 75460 LAND-LINK TRAFFIC 800 OCEAN ROAD NJ POINT PLEASANT $2,341 $525 $1,160 $1,850 $5,876.50 C SERVICE CUST TOTAL . . . 2,341 525 1,160 1,850 5,876.50 88801 LARRY E TYREE CO 208 RT 109 NY FARMINGDALE $3,255 $3,255.00 INC CUST TOTAL . . . 3,255 3,255.00 89599 LARSON INTERMODAL PO BOX 45 TX GALENA PARK $60 $60.00 CUST TOTAL . . . 60 60.00 61990 LAS VIRGENES 4232 LAS VIRGENES RD CA CALABASAS $416 $416.00 WATER DIST CUST TOTAL . . . 416 416.00
JOB-RCPMO5 FNR 5/02/93 CO-CODE: 0 AGED ACCOUNTS RECEIVABLE ENDING-DATE 5/01/93 PAGE# 76 TOTAL S.C. CUST # CUSTOMER ADDRESS ST. CITY 0-TO-30 31-TO-60 61-TO-90 OVER-90 BAL-DUE - ---- ------ ------------------ ------------------- -- ------------- --------- --------- --------- --------- ----------- 03621 LATICRETE 1 LATICRETE PARK CT BETHANY $405 $405.00 INTERNATIONAL NORTH CUST TOTAL . . . 405 405.00 89497 LAUGHLIN TOWING 110 SAWYER AVE NY TONAWANDA $1,269 $1,269.00 CUST TOTAL . . . 1,269 1,269.00 79998 LAVO LTEE 1800 RUE DE CHAMBLY PO MONTREAL $257 $257.50 CUST TOTAL . . . 257 257.50 05397 LAWRENCE MC FADDEN 7430 STATE ROAD PA PHILADELPHIA $746 $746.94 CUST TOTAL . . . 746 746.94 79240 LE CHEM 12537 SCENIC HWY LA BATON ROUGE $40 $40.00 CUST TOTAL . . . 40 40.00 54773 LE JO ENTERPRISES 2 LEE BLVD PA MALVERN $569 $569.98 CUST TOTAL . . . 569 569.98 04703 LEA LUMBER & ROUTE 3 BOX 57 NC WINDSOR $55 $55.00 PLYWOOD CUST TOTAL . . . 55 55.00 09166 LEAR SIEGLER INC 4600 NANCY AVENUE MI DETROIT $208 $348 $884 $1,440.00 CUST TOTAL . . . 208 348 884 1,440.00 76694 LEDERLE 5101 POPLAR AVENUE TN MEMPHIS $236 $131 $367.64 LABORATORIES CUST TOTAL . . . 236 131 367.64 75384 LEHIGH MARBLE PA MACUNGIE $165 $165.00 CUST TOTAL . . . 165 165.00 05741 LEHIGH PORTLAND HOKE HILL RD PA YORK $27 $27.50 CEMENT & LEMON ST CUST TOTAL . . . 27 27.50 11029 LEN RON MFG 350 SO SERVICE ROAD NY MELVILLE $574 $657 $46 $1,277.50 COMPANY CUST TOTAL . . . 574 657 46 1,277.50 53502 LENAPE CHEMICALS 210 E HIGH ST NJ BOUND BROOK $9,859 $4,948 $187 $3,180 $18,175.34 INC CUST TOTAL . . . 9,859 4,948 187 3,180 18,175.34 65847 LES TRANSPORTS 7887 GRENACHE ST PO VILLE D ANJOU $260 $260.00 PORVOST CUST TOTAL . . . 260 260.00 28412 LESCHACO RTS 1 & 9 S & INTNL NJ NEWARK $506- $506.00- INCORPORATED WAY 00615 LESCHACO 8552 KATY FREEWAY TX HOUSTON $2,381 $720 $2,860 $12,711 $18,673.81 INCORPORATED /SUITE 74319 LESCHACO 8552 KATY FREEWAY TX HOUSTON $332 $332.00 INCORPORATED 24869 LESCHACO 5711 SOUTH LABURNUM VA RICHMOND $287 $287.50 INCORPORATED AVE CUST TOTAL . . . 2,381 720 2,860 12,825 18,767.31 89508 LETSOS COMPANY C/O BANK ONE TX HOUSTON $40 $40.00 CUST TOTAL . . . 40 40.00 46580 LEVER BROTHERS 1200 CALUMET AVENUE IN HAMMOND $247 $247.50 COMPANY
JOB-RCPMO5 FNR 5/02/93 CO-CODE: 0 AGED ACCOUNTS RECEIVABLE ENDING-DATE 5/01/93 PAGE# 77 TOTAL S.C. CUST # CUSTOMER ADDRESS ST. CITY 0-TO-30 31-TO-60 61-TO-90 OVER-90 BAL-DUE - ---- ------ ------------------ ------------------- -- ------------- --------- --------- --------- --------- ----------- 44095 LEVER BROTHERS 5300 HOLABIRD MD BALTIMORE $2,750 $2,750.00 COMPANY AVENUE 08147 LEVER BROTHERS P O BOX 39 MO SAINT LOUIS $10,555 $735- $343 $10,164.43 COMPANY CUST. TOTAL . . . 10,555 735- 3,341 13,161.93 56937 LEVER/DIV OF CANADA 1 SUNLIGHT PARK ON TORONTO $533 $533.75 INC ROAD CUST. TOTAL . . . 533 533.75 28608 LIBERTY SOLVENTS 9429 RAVENNA ROAD OH TWINSBURG $445 $445.50 & CHEM CUST. TOTAL . . . 445 445.50 81775 LIGNOTECH U. S. INC WI ROTHSCHILD $275 $275.00 CUST. TOTAL . . . 275 275.00 87696 LILLY IND COATINGS 456 W ABBOTT ST IN INDIANAPOLIS $2,891 $2,891.50 INC CUST. TOTAL . . . 2,891 2,891.50 85431 LILLY INDUSTRIES INC 65 DUKE ST ON LONDON $82 $82.50 CUST. TOTAL . . . 82 82.50 C 86461 LINDALE PARK AVENUE GA LINDALE $3,227 $3,227.00 MANUFACTURING CUST. TOTAL . . . 3,227 3,227.00 89883 LINDE GAS CT SUFFIELD $24 $24.68 CUST. TOTAL . . . 24 24.68 06245 LION OIL COMPANY 1000 MCHENRY AR EL DORADO $1,465 $210 $1,675.81 AVENUE CUST. TOTAL . . . 1,465 210 1,675.81 84539 LIQUID CARBONIC CORP INDUSTRIAL MEDICAL MA TEWKSBURY $6,492 $6,492.97 CORP 22738 LIQUID CARBONIC CORP 145 SHIMERSVILLE PA BETHLEHEM $5,752 $5,752.50 RD 86934 LIQUID CARBONIC CORP 416 CENTRE ST PA STOCKERTOWN $111 $890 $1,001.63 CUST. TOTAL . . . 12,356 890 13,247.10 51103 LIQUID TRANSPORTERS P O BOX 1649 KY ASHLAND $1,535 $1,535.98 INC 25743 LIQUID TRANSPORTERS 1622 PARKER DRIVE NC CHARLOTTE $461 $461.00 INC CUST. TOTAL . . . 1,996 1,996.98 07230 LOGAN ALUMINUM US HWY 431 KY RUSSELLVILLE $24 $24.00 CUST. TOTAL . . . 24 24.00 89678 LOGISTICS COLDBROOK ROAD ME BANGOR $150 $600 $750.00 MANAGEMENT SYS CUST. TOTAL . . . 150 600 750.00 80639 LOMAS INTERNATIONAL 600 GUY PAINE ROAD GA MACON $300 $300.00 CUST. TOTAL . . . 300 300.00 84818 LONG ISLAND INTERNATIONAL NY NORTHPORT $750 $750.00 LIGHTING CO BILLING ON CUST. TOTAL . . . 750 750.00 04691 LONG ISLAND PAINT 1 CONTINENTAL HILL NY GLEN COVE $125 $125.00 & CHEM CUST. TOTAL . . . 125 125.00
JOB-RCPMO5 FNR 5/02/93 CO-CODE: 0 AGED ACCOUNTS RECEIVABLE ENDING-DATE 5/01/93 PAGE# 78 TOTAL S.C. CUST # CUSTOMER ADDRESS ST. CITY 0-TO-30 31-TO-60 61-TO-90 OVER-90 BAL-DUE - ---- ------ ------------------ ------------------- -- ------------- --------- ---------- --------- --------- ----------- 44725 LONZA INC P O BOX 105 IL MAPLETON $275 $1,594 $1,869.80 05534 LONZA INC 17-17 ROUTE 208 NJ FAIR LAWN $3,773 $945 $267 $4,986.26 10458 LONZA INC P O 4006 NJ METUCHEN $1,217 $488 $1,705.83 34820 LONZA INC 3500 TRENTON AVE PA WILLIAMSPORT $110 $110.00 CUST. TOTAL . . . 5,375 945 2,351 8,671.89 65202 LOPEZ I HIJOS PA LIONVILLE $100 $100.00 CUST. TOTAL . . . 100 100.00 44765 LORD CORPORATION P O BOX 556 PA SAEGERTOWN $55 $55.00 CUST. TOTAL . . . 55 55.00 54643 LOUISIANA PACIFIC STATION ROAD ME NEW LIMERICK $48 $48.00 CUST. TOTAL . . . 48 48.00 11971 LOXCREEN CORPORATION P O BOX 29 NC ROXBORO $27 $27.50 CUST. TOTAL . . . 27 27.50 00116 LTV STEEL COMPANY P O BOX 94671 OH CLEVELAND $412 $412.50 41915 LTV STEEL COMPANY ALIQUIPPA WORKS PA ALIQUIPPA $1,621 $1,621.00 54077 LTV STEEL COMPANY 4650 SECOND STREET PA PITTSBURGH $27 $82 $110.00 CUST. TOTAL . . . 1,648 495 2,143.50 03069 LUBRICATING 8015 PARAMOUNT BLVD CA PICO RIVERA $10,718 $10,718.15 SPECIALTIES CUST. TOTAL . . . 10,718 10,718.15 00924 LUBRIZOL CORPORATION P O BOX 30382 OH CLEVELAND $276 $276.00 26669 LUBRIZOL CORPORATION 155 FREEDOM RD OH PAINESVILLE $1,127 $100 $1,227.50 10037 LUBRIZOL CORPORATION 5800 THOROLD STONE ON NIAGARA FALLS $1,035 $1,035.23 RD 47580 LUBRIZOL CORPORATION P O BOX 158 TX DEER PARK $82 $82.50 CUST. TOTAL . . . 1,210 1,035 376 2,621.23 05920 LUDLOW CORPORATION 2100 COMMERCE DRIVE OH FREMONT $390 $390.00 CUST. TOTAL . . . 390 390.00 47770 LYMAN PRINT ACCOUNTING DEPT SC LYMAN $705 $705.00 & FINISHING CUST. TOTAL . . . 705 705.00 78433 LYONDELL PETRO 8280 SHELDON RD TX CHANNELVIEW $227 $227.50 CHEM CO 06319 LYONDELL PETRO P O BOX 802 TX HOUSTON $27 $27.50 CHEM CO 69523 LYONDELL PETRO 12000 LAWNDALE AVE TX HOUSTON $2,912 $5,274 $8,186.70 CHEM CO CUST. TOTAL . . . 227 2,939 5,274 8,441.70 52850 M & M MARS HIGH STREET NJ HACKETTSTOWN $14,147 $646- $13,501.55 CUST. TOTAL . . . 14,147 646- 13,501.55 07446 M A BRUDER & SONS 52ND & GRAYS FERRY PA PHILADELPHIA $55 $55.00 CUST. TOTAL . . . 55 55.00 88025 M I DRILLING HALLIBRUTON RD LA VENICE $8,061 $8,061.75 & MCDERMO CUST. TOTAL . . . 8,061 8,061.75
JOB-RCPMO5 FNR 5/02/93 CO-CODE: 0 AGED ACCOUNTS RECEIVABLE ENDING-DATE 5/01/93 PAGE# 79 TOTAL S.C. CUST # CUSTOMER ADDRESS ST. CITY 0-TO-30 31-TO-60 61-TO-90 OVER-90 BAL-DUE - ---- ------ ------------------ ------------------- -- ------------- --------- --------- --------- --------- ----------- 16792 M I DRILLING FLUIDS P O BOX 589 TX HOUSTON $5,077 $5,077.36 COMP CUST. TOTAL . . . 5,077 5,077.36 48140 M I HOLDINGS 223 WEST SIDE AVE NJ JERSEY CITY $960- $960.75- CUST. TOTAL . . . 960- 960.75- 46215 MAC DERMID INC 526 HUNTINGDON CT WATERBURY $105 $105.04 AVENUE CUST. TOTAL . . . 105 105.04 58900 MAC TAC CANADA LTD 100 KENNEDY ROAD ON BRAMPTON $460 $460.00 SOUTH CUST. TOTAL . . . 460 460.00 80195 MACK TRUCK INC 7125 ORCHARD LAKE MI W BLOOMFIELD $3,332 $442 $3,774.84 ROAD CUST. TOTAL . . . 3,332 442 3,774.84 75195 MACTAC 4560 DARROW ROAD OH STOW $330 $330.00 CUST. TOTAL . . . 330 330.00 80139 MAERSK CONTAINER P O BOX 880 NJ MADISON $1,874 $1,874.64 CUST. TOTAL . . . 1,874 1,874.64 77205 MAGNATEK ELECTRIC 400 S PRAIRIE AVE WI WAUKESHA $1,288 $1,288.05 INC CUST. TOTAL . . . 1,288 1,288.05 90061 MAGNATEK ELECTRIC C/O PACIFIC GAS CA FRENCH CAMP $1,270 $1,270.58 INC & ELEC CUST. TOTAL . . . 1,270 1,270.58 81287 MAINE PLASTICS INC OFF ROUTE 122 ME POLAND SPRING $467 $467.50 CUST. TOTAL . . . 467 467.50 06785 MAJOR PAINT & 4300 WEST 190TH CA TORRANCE $165 $165.00 VARNISH STREET CUST. TOTAL . . . 165 165.00 48090 MALCO PRODUCTS 361 FAIRVIEW AVE OH BARBERTON $803 $803.50 CUST. TOTAL . . . 803 803.50 88734 MALETTE KRAFT PULP P O BOX 310 ON SMOOTH ROCK FA $5,031 $5,031.59 & PAP CUST. TOTAL . . . 5,031 5,031.59 67288 MALLINCKRODT INC 3440 NORTH BROADWAY MO SAINT LOUIS $5,349 $5,349.74 BLD 46485 MALLINCKRODT INC 8801 N BLVD NC RALEIGH $192 $192.50 06852 MALLINCKRODT INC 1707 GASKELL AVENUE PA ERIE $516 $516.50 CUST. TOTAL . . . 6,058 6,058.74 08884 MANHATTAN PRODUCTS 333 STARKE ROAD NJ CARLSTADT $110 $55 $165.00 CUST. TOTAL . . . 110 55 165.00 48400 MANLEY REGAN P O BOX 391 PA MIDDLETOWN $46- $46.00- CHEMICAL CO CUST. TOTAL . . . 46- 46.00- 48350 MANNINGTON MILLS P O BOX 30 NJ SALEM $27 $27.50 INC CUST. TOTAL . . . 27 27.50
JOB-RCPMO5 FNR 5/02/93 CO-CODE: 0 AGED ACCOUNTS RECEIVABLE ENDING-DATE 5/01/93 PAGE# 80 TOTAL S.C. CUST # CUSTOMER ADDRESS ST. CITY 0-TO-30 31-TO-60 61-TO-90 OVER 90 BAL-DUE - ---- ------ -------------------- ----------------------- -- --------------- -------- -------- -------- ------- ------------- 24368 MAPCO PETROLEUM INC 543 WEST MALLORY AVENUE TN MEMPHIS $425 $96 $521.45 CUST. TOTAL...... 425 96 521.45 10552 MARCAL PAPER MARKET STREET NJ ELMWOOD PARK $90 $494 $584.50 CUST. TOTAL...... 90 494 584.50 58221 MARCHEM PLASTICS 400 N MAIN STREET GA ADAIRSVILLE $55 $55.00 CUST. TOTAL...... 55 55.00 70464 MARSULEX 111 GORDON BAKER RD ON NORTH YORK $4,583 $1,606 $110 $244 $6,544.35 CUST. TOTAL...... 4,583 1,606 110 244 6,544.35 22667 MARTIN MARIETTA CORP SANDLAKE ROAD FL ORLANDO $75 $75.00 75119 MARTIN MARIETTA CORP P O BOX 4006 NJ METUCHEN $11,415 $1,276 $872- $11,818.84 CUST. TOTAL...... 11,415 1,276 797- 11,893.84 17586 MARTIN SURFACING & DECKI 2601 RIVER ROAD NJ CINNAMINSON $27 $2,437 $2,464.50 CUST. TOTAL...... 27 2,437 2,464.50 89480 MASON METALS P O BOX 38 IN SCHERERVILLE $192 $192.50 CUST. TOTAL...... 192 192.50 84153 MASONITE CORP P O BOX 99 ME LISBON FALLS $1,225 $1,225.89 CUST. TOTAL...... 1,225 1,225.89 47095 MASONITE CORPORATION P O BOX 311 PA TOWANDA $302 $208 $510.50 CUST. TOTAL...... 302 208 510.50 17251 MASTER BUILDERS 1810 NORTHWESTERN AVE IL GURNEE $3,650 $3,650.00 25245 MASTER BUILDERS 23700 CHAGRIN BLVD OH CLEVELAND $6,996 $6,996.00 CUST. TOTAL...... 10,646 10,646.00 78451 MASTERPAK SA DE CV S PLANTA REYPRINT MX MONTERREY $210- $210.00- 78453 MASTERPAK SA DE CV S PLANTA CELOREY MX MONTERREY NL $2,790 $2,790.00 78454 MASTERPAK SA DE CV S PLANTA PROPIREY MX MONTERREY NL $1,134 $1,134.70 12934 MASTERPAK SA DE CV S PLANTA CELOREY TX LAREDO $280 $280.00 57254 MASTERPAK SA DE CV S PLANTA REYPRINT TX LAREDO $810 $810.00 CUST. TOTAL...... 280 2,790 1,734 4,804.70 82649 MATCHLESS METALPOLISH 840 W 49TH PLACE IL CHICAGO $137 $137.50 CUST. TOTAL...... 137 137.50 88894 MATERIAL RESOURCES BOX 499 NY CLIFTON PARK $695 $695.00 INC CUST. TOTAL...... 695 695.00 54213 MATHCO CO 3855 E 78TH STREET OH CLEVELAND $451- $451.00- CUST. TOTAL...... 451- 451.00- 16894 MATHIESON GAS CONALCO RD/BOX 321 TN NEW JOHNSONVIL $200 $600 $800.00 CUST. TOTAL...... 200 600 800.00 62372 MATLACK INC 22422 S ALAMEDA CA LONG BEACH $526 $558 $531 $52- $1,563.76
JOB-RCPMO5 FNR 5/02/93 CO-CODE: 0 AGED ACCOUNTS RECEIVABLE ENDING-DATE 5/01/93 PAGE# 81 TOTAL S.C. CUST # CUSTOMER ADDRESS ST. CITY 0-TO-30 31-TO-60 61-TO-90 OVER 90 BAL-DUE - ---- ------ -------------------- ----------------------- -- --------------- -------- -------- -------- ------- ------------- 66424 MATLACK INC 2750 GOODRICK AVENUE CA RICHMOND $13,648 $6,517 $50 $20,216.91 64341 MATLACK INC 2200 CONCORD PIKE DE WILMINGTON $1,586 $1,586.60 CUST. TOTAL....... 14,175 7,075 531 1,584 23,367.27 82572 MATTEL INC 1775 SOUTH CARRILLO RD TX LAREDO $6,560 $2,920 $9,480.00 CUST. TOTAL...... 6,560 2,920 9,480.00 89067 MATYHY CONSTRUCTION 915 COMMERCIAL COURT WI ONALASKA $247 $247.50 CUST. TOTAL...... 247 247.50 77817 MAYCO OIL & 775 LOUIS DR PA WARMINSTER $2,822 $6,473 $9,295.85 CHEMICAL CO CUST. TOTAL...... 2,822 6,473 9,295.85 50060 MAYO CHEMICAL COMPANY 5544 OAKDALE ROAD SE GA SMYRNA $82 $82.50 CUST. TOTAL...... 82 82.50 60751 MAZDA MOTO MFG 1 MAZDA DRIVE MI FLAT ROCK $45- $45.00- CUST. TOTAL..... 45- 45.00- 15903 MC DONNELL DOUGLAS CORP MC DONNEL BLVD MO HAZELWOOD $63 $63.00 CUST. TOTAL...... 63 63.00 62435 MC GRAW EDISON COMPANY 80 BURSON ST PA E STROUDSBURG $585 $585.77 CUST. TOTAL...... 585 585.77 11334 MC NEIL CPC CAMPHILL ROAD PA FORT WASHINGTON $5,886 $5,886.90 CUST. TOTAL...... 5,886 5,886.90 04588 MC WHORTER INC 400 E COTTAGE PLACE IL CARPENTERSVILL $27 $27.50 CUST. TOTAL...... 27 27.50 27286 MCCOLL FRONTENAC INC 1210 SHEPHARD AVE ON N YORK $183- $183.60- CUST. TOTAL...... 183- 183.60- 12214 MCLAUGHLIN GORMLEY 8810 TENTH NORTH MN MINNEAPOLIS $2,911 $2,911.50 CUST. TOTAL...... 2,911 2,911.50 07973 MEAD COATED BOARD INC P O BOX 940 AL PHENIX CITY $375 $375.00 CUST. TOTAL...... 375 375.00 51000 MEAD CORPORATION P O BOX 2500 DH CHILLICOTHE $2,209 $125- $2,084.41 CUST. TOTAL...... 2,209 125- 2,084.41 71158 MEAD INK PRODUCTS 104 NATIONAL DRIVE AL ANNISTON $200 $200.00 CUST. TOTAL...... 200 200.00 82610 MEAD PRODUCTS MAIN ST & BARREE RD PA ALEXANDRIA $55 $55.00 CUST. TOTAL...... 55 55.00 08729 MEDINA FORWARDING COMPANY 488 REGAL ROAD TX BROWNSVILLE $650 $650.00 CUST. TOTAL...... 650 650.00
JOB-RCPMO5 FNR 5/02/93 CO-CODE: 0 AGED ACCOUNTS RECEIVABLE ENDING-DATE 5/01/93 PAGE# 82 TOTAL S.C. CUST # CUSTOMER ADDRESS ST. CITY 0-TO-30 31-TO-60 61-TO-90 OVER 90 BAL-DUE - ---- ------ -------------------- ----------------------- -- --------------- -------- -------- -------- ------- ------------- 73066 MEGALOID LABORATORIES 120 TRADERS BLVD EAST ON MISSISSAUGA $598 $598.00 CUST. TOTAL...... 598 598.00 20593 MEIER STONE COMPANY RT 206 & GOLD MINE RD NJ FLANDERS $58 $58.50 CUST. TOTAL...... 58 58.50 88082 MENNEN CO LTD 6400 NORTHWEST DRIVE ON MISSISSAUGA $27 $82 $110.00 CUST. TOTAL...... 27 82 110.00 51540 MENNEN COMPANY P O BOX 2372 NJ MORRISTOWN $82 $82.50 CUST. TOTAL...... 82 82.50 47525 MERCK & COMPANY INC 3517 RADIUM SPRINGS ROAD GA ALBANY $31,810 $31,810.94 77973 MERCK & COMPANY INC 555 ROUTE 1 SOUTH NJ ISELIN $123 $275 $137 $536.25 51490 MERCK & COMPANY INC P O BOX 2000 NJ RAHWAY $22,949 $18,395 $1,112 $42,456.56 82910 MERCK & COMPANY INC P O BOX 2000 NJ RAHWAY $2,160 $2,160.00 51500 MERCK & COMPANY INC RIVERSIDE PA DANVILLE $440 $192 $587 $1,220.00 51510 MERCK & COMPANY INC P O BOX 7 VA ELKTON $2,707 $2,707.60 CUST. TOTAL...... 55,323 21,295 275 3,997 $80,891.35 76774 MERICHEM COMPANY P O BOX 40777 AL TUSCALOOSA $2,432 $2,432.11 51460 MERICHEM COMPANY 1914 HADEN RD TX HOUSTON $55 $9,245 $302 $9,603.18 CUST. TOTAL...... 55 11,677 302 12,035.29 85195 MERRAND INTERNATIONAL 187 BALLARD VALE STREET MA WILMINGTON $2,860 $479- $2,381.00 CUST. TOTAL...... 2,860 479- 2,381.00 89367 MET ELECTRIC TESTING 916 W PATAPSCO AVENUE MD BALTIMORE $610 $1,669 $2,279.25 CO CUST. TOTAL...... 610 1,669 2,279.25 23126 METAL WORKING 25 SILVERDOME MI PONTIAC $1,155 $1,045 $192 $3,858 $6,250.50 LUBRICANTS INDUSTRIAL CUST. TOTAL...... 1,155 1,045 192 3,858 6,250.50 51610 METALPLATE GALVANIZING I P O BOX 966 AL BIRMINGHAM $815- $815.32- 47665 METALPLATE GALVANIZING I 500 SELIG DRIVE SW GA ATLANTA $14,368 $3,592 $48 $18,008.00 CUST. TOTAL 14,368 3,592 767- 17,192.68 00385 METROPOLITAN EDISON PO BOX 230 PA PORTLAND $427 $427.96 CO CUST. TOTAL 427 427.96 87839 METROPOLITAN ATTN ACCOUNTS PAYABLE OH CELINA $2,251 $2,251.67 ENVIRONMENT CUST. TOTAL 2,251 2,251.67 89947 MEUSCA & TX BROWNSVILLE $450 $450.00 INTERNATIONAL F CUST. TOTAL 450 450.00 22441 MFG CHEMICAL & SUPPLY P O BOX 4359 GA DALTON $343 $343.75 CUST. TOTAL 343 343.75 01667 MICHELIN TIRE P O BOX 308 SC SANDY SPRINGS $99 $1,934 $2,033.99 AMERICAS S CUST. TOTAL 99 1,934 2,033.99
JOB-RCPMO5 FNR 5/02/93 CO-CODE: 0 AGED ACCOUNTS RECEIVABLE ENDING-DATE 5/01/93 PAGE# 83 TOTAL S.C. CUST # CUSTOMER ADDRESS ST. CITY 0-TO-30 31-TO-60 61-TO-90 OVER-90 BAL-DUE - ---- ------ --------------------- ------------------ -- ------------- --------- --------- --------- -------- ----------- 82896 MICHELIN TIRES 100 GRANTON ROAD NS GRANTON $407 $357 $765.00 CUST. TOTAL....... 407 357 765.00 17987 MICHELMAN INC 9089 SHELL ROAD OH CINCINNATI $262 $262.50 CUST. TOTAL....... 262 262.50 61463 MICHIGAN PAPERBOARD CO 79 E FOUNTAIN ST MI BATTLE CREEK $82 $426 $508.75 CUST. TOTAL....... 82 426 508.75 89021 MID MONROE PETROLEUM CO P O BOX 1158 PA MARSHALLS CREE $3,100 $3,100.31 CUST. TOTAL....... 3,100 3,100.31 11906 MID SOUTH WIRE COMPANY P O BOX 491 TN NASHVILLE $574 $574.87 CUST. TOTAL....... 574 574.87 86127 MID STATE OIL COMPANY 1824 S MAIN ST NC LEXINGTON $950 $950.40 CUST. TOTAL....... 950 950.40 14919 MID STATES CHEMICAL CO P O BOX 430 PA ALTOONA $6,876 $2,704 $9,581.38 CUST. TOTAL....... 6,876 2,704 9,581.38 00459 MID-CONTINENT 8230 FORSYTH MO SAINT LOUIS $17,173 $117 $17,291.00 BLVD CUST. TOTAL....... 17,173 117 17,291.00 51850 MIDDLETOWN ICE & COAL P O BOX 175 PA MIDDLETOWN $293 $880 $99 $1,273.08 CUST. TOTAL....... 293 880 99 1,273.08 74334 MIDWEST INDUSTRIAL P O BOX 8431 OH CANTON $27 $27.50 SUPPLY CUST. TOTAL....... 27 27.50 86109 MIGUEL SALINAS FWG 3535 E 14TH ST TX BROWNSVILLE $900 $900.00 CUST. TOTAL....... 900 900.00 74731 MIKI SANGYO 747 3RD AVENUE NY NEW YORK $1,764 $1,764.00 CUST. TOTAL....... 1,764 1,764.00 09841 MILES INC MOBAY ROAD PA PITTSBURGH $202,912 $50,206 $12,058 $18,218 $283,395.81 53100 MILES INC MOBAY ROAD PA PITTSBURGH $644,657 $24,212 $5,152 $3,974 $677,997.61 15655 MILES INC P O BOX 10268 SC BUSHY PARK $2,473 $1,513 $3,987.25 52970 MILES INC 8500 WEST BAY RD TX BAYTOWN $69,479 $33,508 $1,760 $62,670 $167,417.00 77812 MILES INC 8500 WEST BAY RD TX BAYTOWN $10,891 $10,627 $5,708 $5,830 $33,057.97 85366 MILES INC 8500 WEST BAY RD TX BAYTOWN $53,885 $29,380 $83,265.00 48455 MILES INC RT 2 WV NATRIUM $790 $165 $955.00 CUST. TOTAL.. 984,299 149,448 25,469 90,858 1,250,075.64 00570 MILLER BREWING COMPANY CORDELE ROAD GA ALBANY $137 $137.50 CUST. TOTAL....... 137 137.50 02798 MILLER PLUMBING 114 CHURCH STREET PA WHITE HAVEN $454 $454.50 & HEATIN CUST. TOTAL...... 454 454.50 52550 MILLIKEN & COMPANY P O BOX 817 SC INMAN $1,800 $1,714 $3,539 $7,054.08 CUST. TOTAL.... 1,800 1,714 3,539 7,054.08
JOB-RCPMO5 FNR 5/02/93 CO-CODE: 0 AGED ACCOUNTS RECEIVABLE ENDING-DATE 5/01/93 PAGE# 84 TOTAL S.C. CUST # CUSTOMER ADDRESS ST. CITY 0-TO-30 31-TO-60 61-TO-90 OVER-90 BAL-DUE - ---- ------ --------------------- ------------------- -- ------------- --------- --------- --------- -------- ----------- 65448 MILPARK DRILLING P O BOX 22111 TX HOUSTON $577 $577.50 CUST. TOTAL....... 577 577.50 85621 MILTON PLASTICS 82 DARLING STREET MA SPRINGFIELD $1,409 $1,409.00 CUST. TOTAL....... 1,409 1,409.00 88817 MINCHEM CANADA LTD 460 WYECROFT ON OAKVILLE $462 $462.00 CUST. TOTAL..... 462 462.00 01709 MINE SAFETY APPLIANCE R D 2 PA EVANS CITY $27 $27.50 CUST. TOTAL....... 27 27.50 75341 MINNESOTA MINING HWY 78 E AL GUIN $45 $45.00 & MFG C 52690 MINNESOTA MINING HWY 84 NORTH IL CORDOVA $110 $110.00 & MFG C 14354 MINNESOTA MINING COUNTY ROAD MN COTTAGE GROVE $82 $82.50 & MFG C & HWY 61 S 33580 MINNESOTA MINING 305 SAWYER NY TONAWANDA $100 $100.00 & MFG C AV/O-CEL-O PL CUST. TOTAL....... 237 100 337.50 50156 MISCO PRODUCTS RD # 9 BOX 9155 PA READING $1,768 $1,768.25 CORPORATI CUST. TOTAL....... 1,768 1,768.25 78684 MISTRAL TRADE 1502 AUGUSTA DRIVE TX HOUSTON $560 $560.00 CORPORATIO CUST. TOTAL....... 560 560.00 73651 MITSUI OSK LINES HARBOR SIDE NJ JERSEY CITY $3,266 $3,266.60 FINANCIAL CE CUST. TOTAL....... 3,266 3,266.60 05589 MOBIL CHEMICAL CORP 495 LORDSHIP BLVD CT STRATFORD $514 $4,692 $5,206.94 69108 MOBIL CHEMICAL CORP P O BOX 2295 TX BEAUMONT $440 $27 $467.50 CUST. TOTAL....... 954 27 4,692 5,674.44 66903 MOBIL CHEMICAL CHEMICAL PRODUCTS NJ EDISON $2,193 $990 $7,117 $3,334 $13,635.25 CORPORATION DIVISI 89568 MOBIL CHEMICAL P O BOX 3140 NJ EDISON $3,982 $3,982.50 CORPORATION CUST. TOTAL.... 2,193 4,972 7,117 3,334 17,617.75 25679 MOBIL OIL P O BOX 58863 CA LOS ANGELES $1,163 $1,163.40 CORPORATION 71649 MOBIL OIL OLD RIVER RD LA CHALMETTE $265 $137 $249 $651.50 CORPORATION 67515 MOBIL OIL 580 CHELSEA ST MA BOSTON $4,545 $4,545.50 CORPORATION 75490 MOBIL OIL 1001 BILLINGSPORT RD NJ PAULSBORO $884 $30 $3,684 $4,598.04 CORPORATION 15086 MOBIL OIL P O BOX 839 PA VALLEY FORGE $4,787 $8,062 $592 $889 $14,331.59 CORPORATION 75330 MOBIL OIL P O BOX 3311* TX BEAUMONT $4,436 $4,436.40 CORPORATION 57068 MOBIL OIL 3225 GALLOWS ROAD VA FAIRFAX $2,194 $2,194.00 CORPORATION CUST. TOTAL..... 8,130 12,745 622 10,421 31,920.43 61224 MOBIL PROCESS 2070 AIRWAYS TN MEMPHIS $1,801 $1,801.60 TECHNOLOGY BOULEVARD CUST. TOTAL....... 1,801 1,801.60 64003 MOBIL RESEARCH 1001 BILLINGS PORT NJ PAULSBORO $173 $173.25 CENTER RD CUST. TOTAL....... 173 173.25 89456 MOCK RESOURCES 5 PARK PLAZA CA IRVINE $1,294 $1,294.00 CUST. TOTAL....... 1,294 1,294.00
JOB-RCPMO5 FNR 5/02/93 CO-CODE: 0 AGED ACCOUNTS RECEIVABLE ENDING-DATE 5/01/93 PAGE# 85 TOTAL S.C. CUST # CUSTOMER ADDRESS ST. CITY 0-TO-30 31-TO-60 61-TO-90 OVER-90 BAL-DUE - ---- ------ --------------------- ------------------- -- ------------- --------- --------- --------- -------- ----------- 86940 MODERN TOOL & DYE 5389 WEST 130TH ST OH CLEVELAND $1,952 $1,941 $3,893.56 CUST. TOTAL..... 1,952 1,941 3,893.56 75636 MONA INDUSTRIES 445 ROUTE 304 NY BARDONIA $27 $333 $361.00 CUST. TOTAL....... 27 333 361.00 57957 MONONGAHELA POWER 1310 FAIRMONT AVE WV FAIRMONT $8,376 $8,376.11 COMPAN CUST. TOTAL.... 8,376 8,376.11 74268 MONROE AUTO EQUIPMENT P O BOX 1230 IL LANSING $1,444 $32 $1,476.60 CUST. TOTAL..... 1,444 32 1,476.60 49335 MONSANTO CANADA INC 425 ST PATRICK PQ LA SALLE $55 $357 $3,048 $3,460.51 STREET CUST. TOTAL....... 55 357 3,048 3,460.51 85038 MONSANTO CHEMICAL P O BOX 14307 MO SAINT LOUIS $400- $400.00- COMPAN CUST. TOTAL....... 400- 400.00- 53880 MONSANTO COMPANY 300 BIRMINGHAM HWY AL ANNISTON $714 $714.75 90014 MONSANTO COMPANY 300 BIRMINGHAM HWY AL ANNISTON $12,627 $12,627.17 53610 MONSANTO COMPANY COURTLAND HIGHWAY AL DECATUR $4,511 $1,097 $5,609.34 03310 MONSANTO COMPANY 1778 MONSANTO WAY CA MARTINEZ $82 $82.50 15016 MONSANTO COMPANY 1610 MARVIN GRIFFIN GA AUGUSTA $865 $27- $837.50 RD 53800 MONSANTO COMPANY HIGHWAY 18 RIVER RD LA LULING $4,300 $25 $4,325.48 07939 MONSANTO COMPANY 200 SHENANDOAH ST MO SAINT LOUIS $27 $247- $220.00- 53490 MONSANTO COMPANY P O BOX 17627 MO SAINT LOUIS $79,620 $9,212 $1,204 $6,864 $96,902.39 58407 MONSANTO COMPANY P O BOX 14307 MO SAINT LOUIS $4,477 $792 $825 $6,094.70 63354 MONSANTO COMPANY 8201 IDAHO AVE MO SAINT LOUIS $556 $556.00 78586 MONSANTO COMPANY 800 N LINDBERGH BLVD MO SAINT LOUIS $453 $450 $112- $790.65 82790 MONSANTO COMPANY 800 N LINDBERGH BLVD MO SAINT LOUIS $5,060 $257 $5,318.50 89567 MONSANTO COMPANY P O BOX 14309 MO SAINT LOUIS $5,050 $5,050.00 04651 MONSANTO COMPANY P O BOX 2307 NC FAYETTEVILLE $55 $55.00 86361 MONSANTO COMPANY POWELL DUFFRYN NJ BAYONNE $55- $55.00- TERMINALS 53470 MONSANTO COMPANY DELAWARE RIVER PLANT NJ BRIDGEPORT $283 $26 $309.00 82950 MONSANTO COMPANY 52 OREGON AVENUE PA PHILADELPHIA $55 $130 $137 $322.50 53530 MONSANTO COMPANY FR ROAD 2917 TX ALVIN $3,697 $3,697.39 53520 MONSANTO COMPANY 1 MONSANTO ROAD WV NITRO $3,652 $197 $178 $4,028.37 CUST. TOTAL.... 124,535 12,718 1,203 8,588 147,046.24 72565 MONSEY PRODUCTS 430 HUDSON RIVER NY WATERFORD $1,037 $1,037.00 COMPANY ROAD 49405 MONSEY PRODUCTS P O BOX 368 PA KIMBERTON $2,482 $2,482.79 COMPANY CUST. TOTAL.... 3,519 3,519.79 87131 MONTGOMERY INTERMODAL 71 W UWCHLAN AVE PA EXTON $79 $79.00 CUST. TOTAL....... 79 79.00 54110 MONTGOMERY TANK LINES 3108 CENTRAL DRIVE FL PLANT CITY $781- $781.33- CUST. TOTAL....... 781- 781.33- 89830 MOORE ASPHALT CO P O BOX 173 TX TYLER $80 $80.00 CUST. TOTAL....... 80 80.00
JOB-RCPMO5 FNR 5/02/93 CO-CODE: 0 AGED ACCOUNTS RECEIVABLE ENDING-DATE 5/01/93 PAGE# 86 TOTAL S.C. CUST # CUSTOMER ADDRESS ST. CITY 0-TO-30 31-TO-60 61-TO-90 OVER-90 BAL-DUE - ---- ------ --------------------- ------------------- -- ------------- --------- --------- --------- -------- ----------- 08873 MORTON CHEMICAL 430 FINDLEY AVENUE ON AJAX $3,480 $1,319 $4,779.44 COMPANY CUST TOTAL . . . 3,480 1,319 4,799.44 06674 MORTON INT'L SPECIALTY 2700 EAST 170TH IL LANSING $777 $777.68 STREET 66373 MORTON INT'L 560 W WASHINGTON IL CHICAGO $1,989 $1,989.60 SPECIALTY C BLVD 83338 MORTON INT'L 5724 ELDER FERRY MS PASCAGOULA $605 $605.00 SPECIALTY C ROAD 69124 MORTON INT'L 137 FOLLY MILL RD NH SEABROOK $55 $55.00 SPECIALTY C CUST TOTAL . . . 2,767 55 605 3,427.28 80014 MORTON INTERNATIONAL 1430 JERSEY AVENUE NJ NORTH BRUNSWICK $651 $651.02 54270 MORTON INTERNATIONAL 333 MC LEAN BLVD NJ PATERSON $471 $334 $1,290 $2,095.50 CUST TOTAL . . . 1,122 334 1,290 2,746.52 54250 MORTON SALT COMPANY 44 RIBAUD AVENUE E NY SILVER SPRINGS $110- $110.00- CUST TOTAL . . . 110- 110.00- 75129 MORTON THIOKOL 2000 WEST STREET OH CINCINNATI $192 $192.50 CUST TOTAL . . . 192 192.50 83739 MOTOR OILS LTD 7601 WEST 47TH ST IL MCCOOK $825 $825.00 CUST TOTAL . . . 825 825.00 71920 MOUNT CLEMENS COATING 400 GROESBECK MI MOUNT CLEMENS $22- $22.68- IN HIGHWAY CUST TOTAL . . . 22- 22.68- 00286 MOZEL CHEMICAL 4003 PARK AVENUE MO SAINT LOUIS $220 $220.00 CUST TOTAL . . . 220 220.00 69835 MTM HARDWICKE INC 2114 LARRY JEFFERS SC ELGIN $475 $475.00 ROAD CUST TOTAL . . . 475 475.00 80113 MULTI CHEM INC 1205 AMPERE PQ BOUCHERVILLE $14,573 $5,557 $819 $2,521 $23,471.78 CUST TOTAL . . . 14,573 5,557 819 2,521 23,471.78 83865 MULTI CHEMICAL PROD 10880 POPULAR AVE CA FONTANA $45 $90 $135.00 INC CUST TOTAL . . . 45 90 135.00 77692 MULTICHEM INC PQ VALLEYFIELD $556 $556.40 CUST TOTAL . . . 556 556.40 60602 MURPHY OIL USA INC 2500 ST BERNARD WAY LA MERAUX $1,020 $1,020.00 CUST TOTAL . . . 1,020 1,020.00 79365 N R G BARRIERS 1215 W DAVEY ST IN BREMEN $27 $27.50 66194 N R G BARRIERS 15 LUND ROAD ME SACO $1,737 $1,737.50 CUST TOTAL . . . 1,765 1,765.00 86527 N W L TRANSFORMERS INC PO BOX 1259 NJ SOMERVILLE $2,412 $2,412.64 CUST TOTAL . . . 2,412 2,412.64 55480 NABISCO INCORPORATED 2211 ROUTE 208 NJ FAIR LAWN $13,455 $556 $14,011.90 CUST TOTAL . . . 13,455 556 14,011.90
JOB-RCPMO5 FNR 5/02/93 CO-CODE: 0 AGED ACCOUNTS RECEIVABLE ENDING-DATE 5/01/93 PAGE# 87 TOTAL S.C. CUST # CUSTOMER ADDRESS ST. CITY 0-TO-30 31-TO-60 61-TO-90 OVER-90 BAL-DUE - ---- ------ --------------------- ------------------- -- ------------- --------- --------- --------- -------- ----------- 84398 NACAN PRODUCTS 60 WEST AVE ON BRAMPTON $220 $27 $27 $137 $412.50 07703 NACAN PRODUCTS 50 MARIE VICTORIAN PQ BOUCHERVILLE $1,207 $1,207.50 CUST. TOTAL . . . 220 27 27 1,345 1,620.00 62913 NALCO CHEMICAL COMPANY ONE NALCO CENTER IL NAPERVILLE $1,500 $380 $1,880.00 82364 NALCO CHEMICAL COMPANY INTERNATIONAL IL NAPERVILLE $2,308 $2,308.48 DIVISION 54730 NALCO CHEMICAL COMPANY 405 EAST 78TH STREET MN BLOOMINGTON $20,988 $20,988.30 21654 NALCO CHEMICAL COMPANY 1927 NOLTE DRIVE NJ PAULSBORO $885 $885.00 54710 NALCO CHEMICAL COMPANY 7701 HIGHWAY 90-A TX SUGARLAND $1,798 $1,798.50 CUST. TOTAL . . . 27,480 380 27,860.28 70873 NALCOMEX TX LAREDO $140 $140.00 86030 NALCOMEX C/O RAVISA TX LAREDO $180 $180.00 CUST. TOTAL . . . 320 320.00 87787 NASCOTE INDUSTRIES INC 106 EAST ST LOUIS ST IL NASHVILLE $2,844 $2,844.35 CUST. TOTAL . . . 2,844 2,844.35 85856 NASH SALVAGE COMPANY 10680 SILICON AVE CA MONTCLAIR $2,669 $2,669.80 CUST. TOTAL . . . 2,669 2,669.80 04066 NASHUA CORPORATION P O BOX 3001 NH MERRIMACK $120 $120.00 CUST. TOTAL . . . 120 120.00 90147 NATIONAL AUTO/ 1650 E GOLF RD IL SCHAUMBURG $9,847 $9,847.38 TRUCKSTOPS CUST. TOTAL . . . 9,847 9,847.38 55450 NATIONAL CHEMICAL LAB 401 N 10TH STREET PA PHILADELPHIA $110 $2,375 $2,485.50 CUST. TOTAL . . . 110 2,375 2,485.50 26697 NATIONAL COATINGS CO 254 BEECH STREET MA ROCKLAND $522 $522.50 CUST. TOTAL . . . 522 522.50 80111 NATIONAL FOAM PO BOX 820865 TX N RICHLAND HIL $40 $40.00 CUSHION MFG CUST. TOTAL . . . 40 40.00 50145 NATIONAL GYPSUM 1414 EAST HADLEY AZ PHOENIX $82 $82.50 COMPANY 82227 NATIONAL GYPSUM GOLD BOND BLDG NJ BURLINGTON $1,673 $1,673.90 COMPANY PRODUCTS CUST. TOTAL . . . 1,673 82 1,756.40 66834 NATIONAL PIPE CO PO BOX 714 NY BINGHAMTON $110 $110.00 CUST. TOTAL . . . 110 110.00 01658 NATIONAL SOLVENTS 955 WEST SMITH ROAD OH MEDINA $25 $25.00 CUST. TOTAL . . . 25 25.00 55910 NATIONAL STARCH & P O BOX 13669 GA ATLANTA $200 $25 $225.00 CHEM C 55880 NATIONAL STARCH & P O BOX 197 IL MEREDOSIA $137 $137.50 CHEM C 05201 NATIONAL STARCH & 225 BELLEVILLE NJ BLOOMFIELD $260 $260.00 CHEM C AVENUE 74785 NATIONAL STARCH & 10 FINDERNE* NJ BRIDGEWATER $180 $931 $18 $388 $1,518.65 CHEM C 87805 NATIONAL STARCH & 10 FINDERNE* NJ BRIDGEWATER $3,660 $3,660.61 CHEM C 55950 NATIONAL STARCH & 1735 W FRONT STREET NJ PLAINFIELD $1,004 $1,004 $2,008.00 CHEM C
JOB-RCPMO5 FNR 5/02/93 CO-CODE: 0 AGED ACCOUNTS RECEIVABLE ENDING-DATE 5/01/93 PAGE# 88 TOTAL S.C. CUST # CUSTOMER ADDRESS ST. CITY 0-TO-30 31-TO-60 61-TO-90 OVER-90 BAL-DUE - ---- ------ --------------------- ------------------- -- ------------- --------- --------- --------- -------- ----------- 55890 NATIONAL STARCH & 105 EMPIRE DRIVE NY W SENECA $1,000 $125 $1,125.00 CHEM C 03522 NATIONAL STARCH & PO BOX 818019 OH CLEVELAND $37,589 $3,576 $2,799 $43,964.43 CHEM C 54786 NATIONAL STARCH & PO BOX 81119 OH CLEVELAND $25,220 $167 $55 $1,484 $26,926.50 CHEM C 03409 NATIONAL STARCH & PO BOX 578 SC WOODRUFF $220 $412 $632.50 CHEM C 11833 NATIONAL STARCH & 4035 SENATOR STREET TN MEMPHIS $330 $150 $480.00 CHEM C 16472 NATIONAL STARCH & 2410 CHARLES CITY RD VA RICHMOND $2,283 $137 $2,420.75 CHEM C 79895 NATIONAL STARCH & 500 W MARQUETTE AVE WI OAK CREEK $15,624 $843 $16,468.20 CHEM C CUST. TOTAL . . . 87,709 6,354 223 5,540 99,827.14 78948 NAVISTAR INTERNATIONAL PO BOX 1902 IL HOMEWOOD $1,655 $2,763 $827 $855 $6,101.00 C 84677 NAVISTAR INTERNATIONAL C/O TRANZACT SYSTEMS IL HOMEWOOD $18,200 $431 $1,300 $55 $19,986.00 C LTD CUST. TOTAL . . . 19,855 3,194 2,127 910 26,087.00 60898 NED LLOYD MARINE TWO JOURNAL SQUARE NJ JERSEY CITY $5,673- $5,673.76- PLAZA CUST. TOTAL . . . 5,673- 5,673.76- 77690 NEITA CHEMICAL 10549 W LITTLE YORK TX HOUSTON $318 $318.00 CUST. TOTAL . . . 318 318.00 23880 NEOCHEM CORP 4828 LOOP CENTRAL TX HOUSTON $2,803 $2,803.50 DRIVE CUST. TOTAL . . . 2,803 2,803.50 78716 NEPARA PRODUCT 445 ROUTE 304 NY BARDONIA $7,210 $1,741 $8,952.77 CHEMICAL 56460 NEPARA PRODUCT RT #17M NY HARRIMAN $13,154 $13,154.00 CHEMICAL CUST. TOTAL . . . 20,364 1,741 22,106.77 51960 NEUTROGENA CORPORATION 5760 W 96TH STREET CA LOS ANGELES $145 $145.50 CUST. TOTAL . . . 145 145.50 56269 NUETRON PRODUCTS 22301 MT EPHRAIAM RD MD DICKERSON $7,051 $2,808 $9,859.85 CUST. TOTAL . . . 7,051 2,808 9,859.85 56457 NEVILE CHEMICAL 2800 NEVILLE ROAD PA PITTSBURGH $137 $137.50 COMPANY CUST. TOTAL . . . 137 137.50 57607 NEVILLE CHEMICAL PO BOX 909711 IL CHICAGO $304 $304 $608.00 COMPANY CUST. TOTAL . . . 304 304 608.00 55629 NEVILLE SYNTHESES ROUSEVILLE ROAD PA OIL CITY $8,349 $6,481 $1,216 $16,047.16 CUST. TOTAL . . . 8,349 6,481 1,216 16,047.16 69520 NEW CENTURY FREIGHT 111 WEST JACKSON IL CHICAGO $946 $946.00 ASSOC BLVD CUST. TOTAL . . . 946 946.00 67685 NEW DEPARTURE HYATT 780 JAMES CASEY RD CT BRISTOL $791 $791.73 BEAR CUST. TOTAL . . . 791 791.73 02373 NEW ENGLAND LAMINATES THREE ELM STREET NY WALDEN $322- $322.00- CUST. TOTAL . . . 322- 322.00- 03956 NEW ENGLAND POWER 25 RESEARCH DRIVE MA WESTBOROUGH $810 $810.36 COMPANY CUST. TOTAL . . . 810 810.36
JOB-RCPMO5 FNR 5/02/93 CO-CODE: 0 AGED ACCOUNTS RECEIVABLE ENDING-DATE 5/01/93 PAGE# 89 TOTAL S.C. CUST # CUSTOMER ADDRESS ST. CITY 0-TO-30 31-TO-60 61-TO-90 OVER-90 BAL-DUE - ---- ------ --------------------- ------------------- -- ------------- --------- --------- --------- -------- ----------- 88626 NEW VENTURE GEAR MUNCIE DIVISION IN MUNCIE $2,865 $1,497 $4,363.16 CUST. TOTAL....... 2,865 1,497 4,363.16 c 88043 NEWMAN CABLE CONST CO 100 NORTH BROADWAY OK KONAWA $730 $1,168 $1,898.50 CUST. TOTAL...... 730 1,168 1,898.50 74264 NEWSPRINT SOUTH INC PAPER MILL ROAD MS GRENADA $693 $693.00 CUST. TOTAL...... 693 693.00 10929 NIACET CORPORATION 400 47TH STREET NY NIAGARA FALLS $1,627 $2,486 $1,620 $5,734.24 GATE #5 CUST. TOTAL....... 1,627 2,486 1,620 5,734.24 21657 NIAGARA MOHAWK POWER 300 ERIE BLVD WEST NY SYRACUSE $508 $508.18 COR CUST. TOTAL....... 508 508.18 07449 NIAGARA NATIONAL 2160 C HILLS AVENUE GA ATLANTA $105 $105.00 COMPANY CUST. TOTAL....... 105 105.00 86148 NICHOLAS GALVANIZING 120 DUFFIELD AVE NJ JERSEY CITY $3,407 $3,407.80 CUST. TOTAL....... 3,407 3,407.80 78506 NILIT AMERICA CORP PRESIDENTIAL PLAZA 2 NJ MIDDLESEX $115 $115.00 CUST. TOTAL........ 115 115.00 19646 NISSAN MOTOR MFG CORP NISSAN BLVD TN SMYRNA $82 $82.50 CUST. TOTAL....... 82 82.50 18957 NO AMER PHILLIPS RD 2 NY BATH $543 $543 $1,086.00 LIGHTIN CUST. TOTAL...... 543 543 1,086.00 85848 NOLAN & CUNNING INC P.O. BOX 2111 MI WARREN $6,591 $921 $7,512.40 CUST. TOTAL...... 6,591 921 7,512.40 24206 NORAMCO OF DELAWARE 500 OLD SWEDES DE WILMINGON $220 $220.00 INC LANDING R CUST. TOTAL...... 220 220.00 89080 NORFOLK SOUTHERN PWY 110 FRANKLIN ROAD VA ROANOKE $1,673- $1,673.80- SE CUST. TOTAL...... 1,673- 1,673.80- 86115 NORMA CADENA PO BOX 829 TX BROWNSVILLE $2,450 $2,450.00 CUST. TOTAL...... 2,450 2,450.00 09310 NORPLEX/OAK NORTH EAST COUNTY IA POSTVILLE $82 $82.50 ROAD CUST. TOTAL...... 82 82.50 81450 NORT AMERICAN CHEMICAL 777 N ELDRIDGE TX HOUSTON $118 $118.00 CUST. TOTAL...... 118 118.00 23290 NORTH AMERICAN LOBSTER 2000 TONNELLE AVENUE NJ N BERGEN $536 $585 $921.00 CUST. TOTAL...... 536 385 921.00 79884 NORTH AMERICAN 2201 MICHIGAN BAR CA IONE $6,751 $6,751.87 REFACTORI ROAD CUST. TOTAL...... 6,751 6,751.87
JOB-RCPMO5 FNR 5/02/93 CO-CODE: 0 AGED ACCOUNTS RECEIVABLE ENDING-DATE 5/01/93 PAGE# 90 TOTAL S.C. CUST # CUSTOMER ADDRESS ST. CITY 0-TO-30 31-TO-60 61-TO-90 OVER-90 BAL-DUE - ---- ------ --------------------- ------------------- -- ------------- --------- --------- --------- -------- ----------- 52317 NORTH AMERICAN ROUTE #879 PA CURWENSVILLE $110 $110.00 REFRACTOR CUST. TOTAL...... 110 110.00 60891 NORTH AMERICAN 1200 PIPER DRIVE CA MILPITAS $1,456 $1,905 $2,678 $6,039.00 TRANSFORM CUST. TOTAL...... 1,456 1,905 2,678 6,039.00 05712 NORTH INDUSTRIAL CHEM 609 EAST KING ST PA YORK $82 $165 $247.50 CUST. TOTAL...... 82 165 247.50 88317 NORTHEAST CHEMICAL PO BOX 52 PA LANSFORD $923 $923.00 CUST. TOTAL...... 923 923.00 05388 NORTHEAST CONTAINER 161 WOODBINE STREET NJ BERGENFIELD $110 $110.00 CUST. TOTAL...... 110 110.00 89133 NORTHSIDE CHEMICAL CO 18 STETSON STREET NY BUFFALO $27 $27.50 CUST. TOTAL...... 27 27.50 08031 NORTON COMPANY 2770 W WASHINGTON TX STEPHENVILLE $2,576 $2,576.84 CUST. TOTAL...... 2,576 2,576.84 60842 NOVA CHEM 7924 WRENWOOD BLVD LA BATON ROUGE $1005 $1,005.00 CUST. TOTAL...... 1005 1,005.00 03619 NOVA PETROCHEMICALS 785 HILL STREET ON CORUNNA $87 $87.80 INC CUST. TOTAL...... 87 87.80 76046 NOVACOR PO BOX 2535 AB CALGARY $5,072 $1,505 $838 $7,416.74 STATION M 60767 NOVACOR P.O. BOX 3042 ON SARNIA $399 $668 $1,067.30 CUST. TOTAL...... 5,471 2,174 838 8,484.04 58190 NOVACOR CHEMICALS 201 N. FRONT STREET ON SARNIA $90 $90.00 CANADA CUST. TOTAL...... 90 90.00 61002 NOVACOR CHEMICALS INC C/O MERIDIAN MA BRAINTREE $1,026 $1,026.80 TRAFFIC SVC CUST. TOTAL...... 1,026 1,026.80 83279 NOVAGARD 2710 EAST 79TH OH CLEVELAND $605 $605.00 STREET CUST. TOTAL...... 605 605.00 73274 NOVAMAX TECHNOLOGIES GA ATLANTA $55 $55.00 CUST. TOTAL...... 55 55.00 73351 NOVO NORDISK 33 TURNER RD CT DANBURY $10,908 $10,908.15 BIOINDUSTRI 89215 NOVO NORDISK % CASS LOGISTICS MO SAINT LOUIS $2,564 $2,564.40 BIOINDUSTRI CUST. TOTAL...... 10,908 2,564 $13,472.55 81438 NOXCRETE INC 1444 S. 20TH STREET NE OMAHA $3,278 $3,278.50 CUST. TOTAL...... 3,278 3,278.50 55847 NOXELL CORPORATION 11050 YORK ROAD MO HUNT VALLEY $985 $985.60 CUST. TOTAL...... 985 985.60
JOB-RCPMO5 FNR 5/02/93 CO-CODE: 0 AGED ACCOUNTS RECEIVABLE ENDING-DATE 5/01/93 PAGE# 91 TOTAL S.C. CUST # CUSTOMER ADDRESS ST. CITY 0-TO-30 31-TO-60 61-TO-90 OVER-90 BAL-DUE - ---- ------ --------------------- ------------------- -- ------------- --------- --------- --------- -------- ----------- 60566 NUCOR CORPORATION OLD VALLEY HEAD AL FORT PAYNE $286 $286.00 ROAD CUST. TOTAL...... 286 286.00 69856 NUHART & COMPANY INC 49 DUPONT STREET NY BROOKLYN $84 $84.00 CUST. TOTAL...... 84 84.00 52594 NUTRASWEET COMPANY 1750 LOVERS LANE GA AUGUSTA $1,558 $1,558.50 CUST. TOTAL...... 1,558 1,558.50 84226 NYLONGE CORP 1301 LOWELL STREET OH ELYRIA $27 $27.50 CUST. TOTAL...... 27 27.50 OVER-365-DAYS... 288,059 *** F TO N *** 4,704,352 949,762 256,330 739,300 6,649,745.55 83009 O BRIEN (PARLIN) COGEN 225 S. 8TH STREET PA PHILADELPHIA $52 $52.52 CUST. TOTAL...... 52 52.52 21383 OC ADHESIVES 11-27 EAST 24TH NJ PATERSON $137 $137.50 CORPORATION STREET CUST. TOTAL...... 137 137.50 09953 OHD THERMACORE INC 3200 REACH ROAD PA WILLIAMSPORT $1,183 $1,183.00 CUST. TOTAL...... 1,183 1,183.00 59890 O SULLIVAN CORPORATION 1944 VALLEY PIKE VA WINCHESTER $1,681 $1,575 $1,825 $5,082.00 CUST. TOTAL...... 1,681 1,575 1,825 5,082.00 89075 O'BRIEN CORP 2001 WASHINGTON ST IN SOUTH BEND $78 $78.00 CUST. TOTAL...... 78 78.00 86451 OAKITE PRODUCTS INC 445 ROUTE 304 NY BARDONIA $2,455 $2,455.50 CUST. TOTAL...... 2,455 2,455.50 87815 OAKWOOD BEACH WPCP 751 MILL ROAD NY STATEN ISLAND $671 $671.00 CUST. TOTAL...... 671 671.00 59277 OCCIDENTAL CHEMICAL PO BOX 1230 IL LANSING $384 $384.09 CORP 38525 OCCIDENTAL CHEMICAL HIGHWAY 18 LA TAFT $50 $55 $105.00 CORP 55090 OCCIDENTAL CHEMICAL RIVER ROAD NJ BURLINGTON $55 $55.00 CORP 08157 OCCIDENTAL CHEMICAL 651 TONNELE AVENUE NJ JERSEY CITY $568 $27 $596.00 CORP 38575 OCCIDENTAL CHEMICAL 673 WALK ROAD NY N TONAWANDA $4,659 $2,165 $4,664 $11,489.20 CORP 24720 OCCIDENTAL CHEMICAL PO BOX 344 NY NIAGARA FALLS $8,733 $3,925 $1,172 $1,221 $15,053.86 CORP 26303 OCCIDENTAL CHEMICAL PO BOX 344 NY NIAGARA FALLS $738 $294 $640 $1,672.50 CORP 39400 OCCIDENTAL CHEMICAL PO BOX 728 NY NIAGARA FALLS $477 $302 $385 $21,979 $23,144.75 CORP 78706 OCCIDENTAL CHEMICAL 5000 PACKARD RD NY NIAGARA FALLS $1,203 $251 $3,060 $4,514.50 CORP 79481 OCCIDENTAL CHEMICAL NY NIAGARA FALLS $55 $55.00 CORP 82296 OCCIDENTAL CHEMICAL 53RD & BUFFALO NY NIAGARA FALLS $55 $82 $939 $1,076.50 CORP 27265 OCCIDENTAL CHECMICAL 725 STATE ST & OH ASHTABULA $518 $21- $497.18 CORP E 6TH STR 51528 OCCIDENTAL CHEMICAL 13717 STATE RT 68 S OH KENTON $4,681 $1,345 $1,451 $214 $7,692.80 CORP 07934 OCCIDENTAL CHEMICAL PO BOX 809050 TX DALLAS $96,945 $29,221 $2,939 $754 $129,861.88 CORP 81511 OCCIDENTAL CHEMICAL PO BOX 809050 TX DALLAS $1,413 $1,314- $99.25 CORP CUST. TOTAL....... 118,103 38,984 6,493 32,714 196,297.51
JOB-RCPMO5 FNR 5/02/93 CO-CODE: 0 AGED ACCOUNTS RECEIVABLE ENDING-DATE 5/01/93 PAGE# 92 TOTAL S.C. CUST # CUSTOMER ADDRESS ST. CITY 0-TO-30 31-TO-60 61-TO-90 OVER-90 BAL-DUE - ---- ------ --------------------- ------------------- -- ------------- --------- --------- --------- -------- ----------- 58890 OCTAGON PROCESSING INC 596 RIVER ROAD NJ EDGEWATER $105 $78- $27.04 CUST. TOTAL....... 105 78- 27.04 26443 OHIO POLYCHEMICAL P O BOX 369004 OH COLUMBUS $8,176 $432 $8,608.50 C 90700 OHIO POLYCHEMICAL 1920 LEONARD AVENUE OH COLUMBUS $1,494 $1,494.00 CUST. TOTAL....... 9,670 432 $10,103.00 09669 OIL CHEM INC C/O CNC RI LINCOLN $440 $1,788 $2,228.63 CUST. TOTAL....... 440 1,788 2,228.63 14572 OLD BRIDGE CHEMICAL P O BOX 194 NJ OLD BRIDGE $9,936 $9,936.53 CUST. TOTAL....... 9,936 9,936.53 87731 OLD QUAKER PAINT 12401 INDUSTRIAL CA VICTORVILLE $384 $384.00 BLVD CUST. TOTAL....... 384 384.00 07320 OLES ENVELOPE CORP 2510 LOCH HAVEN ROAD MD BALTIMORE $27 $357 $385.00 CUST. TOTAL....... 27 357 385.00 59390 OLIN CORPORATION 120 LONG RIDGE ROAD CT STAMFORD $77,939 $3,400 $5,109 $6,332 $92,783.25 82831 OLIN CORPORATION 120 LONG RIDGE ROAD CT STAMFORD $9,513 $480 $9,725 $3,736 $23,455.13 88539 OLIN CORPORATION DO NOT MAIL CT STAMFORD $3,803 $3,753 $4,156 $100- $11,613.19 59350 OLIN CORPORATION P O BOX 1234 GA AUGUSTA $75 $75.00 07983 OLIN CORPORATION P O BOX 547 KY BRANDENBURG $15,738 $1,356- $1,017 $15,398.50 59380 OLIN CORPORATION P O BOX 2896 LA LAKE CHARLES $980 $600 $40- $1,541.00 59400 OLIN CORPORATION P O BOX 748 NY NIAGARA FALLS $1,560 $776 $255 $666 $3,257.58 59410 OLIN CORPORATION 100 MCKEE ROAD NY ROCHESTER $4,538 $4,538.50 59470 OLIN CORPORATION BOX 30 TX BEAUMONT $2,574 $2,574.00 CUST. TOTAL....... 116,722 9,010 17,890 11,612 155,236.15 79767 OLIN HUNT 731 ENGLER ROAD PA NAZARETH $41 $41.25 CUST. TOTAL....... 41 41.25 51209 OLYMPIC OIL COMPANY 5000 WEST 41ST IL CICERO $1,419 $1,419.00 STREET CUST. TOTAL....... 1,419 1,419.00 90019 OMEGA CHEMICAL CORP 3102 OAK LAWN AVENUE TX DALLAS $1,419 $1,419.00 CUST. TOTAL....... 1,419 1,419.00 52526 OMNICOLOGY INC 20 INDUSTRIAL NY GLOVERSVILLE $424 $424.00 PARKWAY CUST. TOTAL....... 424 424.00 80566 ONTARIO HYDRO BROCK RD SOUTH ON PICKERING $32 $45 $77.10 79982 ONTARIO HYDRO P O BOX 1000 ON TIVERTON $504 $504.93 CUST. TOTAL....... 537 45 582.03 85390 OPERATIONAL ENERGY HWY 130 & PORCUPINE NJ PEDRICKTOWN $55 $55.00 CORP RD CUST. TOTAL....... 55 55.00 89749 OPTIMA CHEMICAL 1415 WILLACOOCHEE GA DOUGLAS $725 $175 $900.00 ROAD CUST. TOTAL....... 725 175 900.00
JOB-RCPMO5 FNR 5/02/93 CO-CODE: 0 AGED ACCOUNTS RECEIVABLE ENDING-DATE 5/01/93 PAGE# 93 TOTAL S.C. CUST # CUSTOMER ADDRESS ST. CITY 0-TO-30 31-TO-60 61-TO-90 OVER-90 BAL-DUE - ---- ------ --------------------- ------------------- -- ------------- --------- --------- --------- -------- ----------- 59680 ORMET CORPORATION BOX 176 OH HANNIBAL $210 $210.00 CUST. TOTAL....... 210 210.00 79741 OSCO/BRYSON INC 522 RIVERGATE RD TN MEMPHIS $4,269 $4,269.50 81782 OSCO/BRYSON INC 618 GRASSMERE PARK TN NASHVILLE $3,274 $3,274.40 DRIVE CUST. TOTAL....... 7,543 7,543.90 77272 OSPECA ENTERPRISES 4740 COFFEEPORT RD TX BROWNSVILLE $1,800 $1,800.00 CUST. TOTAL....... 1,800 1,800.00 88574 OWENS CORNING P O BOX 89 CA SANTA CLARA $3,717 $3,717.00 FIBERGLAS 09326 OWENS CORNING 300 SUNSHINE ROAD KS KANSAS CITY $82 $82.50 FIBERGLAS 51516 OWENS CORNING P O BOX 98 NY DELMAR $200 $200.00 FIBERGLAS 59930 OWENS CORNING CASE AVENUE OH NEWARK $27- $27.50- FIBERGLAS 59700 OWENS CORNING P O BOX 10028 OH TOLEDO $7,453 $1,557 $820 $3,944 $13,775.51 FIBERGLAS 59830 OWENS CORNING P O BOX 499 SC AIKEN $3,022 $3,022.00 FIBERGLAS CUST. TOTAL....... 14,275 1,557 820 4,116 20,769.51 71343 OXY PETROCHEMICALS INC P O BOX 56388 TX HOUSTON $5,465 $210 $395 $6,070.89 CUST. TOTAL....... 5,465 210 395 6,070.89 71431 P & O CONTAINERS ONE MEADOWLANDS NJ E RUTHERFORD $138 $138.50 LIMITED PLAZA CUST. TOTAL....... 138 138.50 02173 P B & S CHEMICAL 250 CNTRL FLORIDA FL ORLANDO $2,249 $2,249.80 COMPANY PKWAY 60640 P B & S CHEMICAL P O BOX 20 KY HENDERSON $2,873 $63 2,936.50 COMPANY CUST. TOTAL....... 5,123 63 5,186.30 63072 P C A EAST INC BOX 58868 CA LOS ANGELES $857 $1,578 $1,173 $3,609.50 CUST. TOTAL....... 857 1,578 1,173 3,609.50 82020 P C I WURTZ RD KY WURTLAND $27 $27- $.00 CUST. TOTAL....... 27 27- .00 56869 P C R INCORPORATED P O BOX 1466 FL GAINESVILLE $935 $248 $275 $1,458.50 CUST. TOTAL....... 935 248 275 1,458.50 33970 P D GEORGE COMPANY P O BOX 66756 MO SAINT LOUIS $4,027 $4,027.27 CUST. TOTAL....... 4,027 4,027.27 71793 P H GLATFELTER COMPANY P O BOX 200 NC PISGAH FOREST $822 $822.50 34300 P H GLATFELTER COMPANY 228 S MAIN STREET PA SPRING GROVE $8,675 $39 $1,020 $9,734.50 CUST. TOTAL....... 8,675 39 1,842 10,557.00 77873 P D CONTAINERS LIMITED C/O SEALAND MARINE NJ ELIZABETH $362 $362.25 TERMI CUST. TOTAL....... 362 362.25 00168 P P G INDUSTRIES INC P O BOX 790-SIGNAL CA SAN PEDRO $165 $165.00 ST 64580 P P G INDUSTRIES INC 1377 OAKLEIGH DR GA E POINT $277 $277.50 64620 P P G INDUSTRIES INC BOX 1000 LA LAKE CHARLES $6,341 $325 $302 $6,969.25 78033 P P G INDUSTRIES INC 1330 PIEDMONT MI TROY $937 $937.40 03198 P P G INDUSTRIES INC P O BOX 1857 NC LEXINGTON $651 $651.80
JOB-RCPMO5 FNR 5/02/93 CO-CODE: 0 AGED ACCOUNTS RECEIVABLE ENDING-DATE 5/01/93 PAGE# 94 TOTAL S.C. CUST # CUSTOMER ADDRESS ST. CITY 0-TO-30 31-TO-60 61-TO-90 OVER-90 BAL-DUE - ---- ------ --------------------- ------------------- -- ------------- --------- --------- --------- -------- ----------- 64660 P P G INDUSTRIES INC RT 4 WASHBURN SWITCH NC SHELBY $55 $55.00 ROA 18500 P P G INDUSTRIES INC 4829 FAIRLAND ROAD OH BARBERTON $1,274 $1,274.00 75436 P P G INDUSTRIES INC 848 SOUTHERN AVE OH CHILLICOTHE $1,593 $1,593.00 63230 P P G INDUSTRIES INC P O BOX 30382 OH CLEVELAND $765 $765.82 83191 P P G INDUSRTIES INC % COMMERCIAL TRAFFIC OH CLEVELAND $409 $181 $590.23 53365 P P G INDUSTRIES INC 760 PITTSBURGH DRIVE OH DELAWARE $4,581 $100- $4,481.34 28435 P P G INDUSTRIES INC 1 P P G PLACE PA PITTSBURGH $2,227 $2,227.40 77420 P P G INDUSTRIES INC CHEMICALS GROUP PA PITTSBURGH $37,817 $3,665 $4,452 $12,011 $57,946.21 64740 P P G INDUSTRIES INC 128 COLFAX/C & R PA SPRINGDALE $1,293 $1,293 $2,587.98 ACCTG 07372 P P G INDUSTRIES INC 1901 AVE H & 16TH ST TX LA PORTE $8,334 $981- $7,352.55 51984 P P G INDUSTRIES INC SANTEK DIVISION WI APPLETON $25- $25.00- 53425 P P G INDUSTRIES INC WV NATRIUM $55 $55.00 18920 P P G INDUSTRIES INC P O BOX 191 WV NEW MARTINSVIL $3,540 $3,478 $440 $3,739 $11,197.25 CUST. TOTAL....... 64,187 10,969 7,306 16,638 99,101.73 22149 P Q CORPORATION P O DRAWER 5407 GA AUGUSTA $278- $278.36- 09153 P Q CORPORATION P O BOX 667 MA LEXINGTON $1,641 $1,302 $2,943.96 18156 P Q CORPORATION 1 PADDOCK STREET NJ AVENEL $27- $27.50- 53290 P Q CORPORATION P O BOX 840 PA VALLEY FORGE $11,830 $16,235 $965 $95 $29,125.00 CUST. TOTAL....... 13,471 16,235 965 1,092 31,763.10 51313 P&O CONTAINERS LIMITED 6610-B TRIBUTARY MD BALTIMORE $432 $432.50 STREET CUST. TOTAL....... 432 432.50 09473 PABCO PAPER PRODUCTS 4480 PACIFIC BLVD CA VERNON $688 $688.00 INC CUST. TOTAL....... 688 688.00 79852 PACE CHEMICAL INC 10333 RICHMOND TX HOUSTON $4,439 $2,585 $3,152 $10,176.08 CUST. TOTAL....... 4,439 2,585 3,152 10,176.08 70673 PACIFIC ANCHOR 3305 E26TH ST CA LOS ANGELES $27 $27.50 CHEMICAL CUST. TOTAL....... 27 27.50 88680 PACIFIC COAST 1412 KNOX AVE MO KANSAS CITY $154 $154.00 CUST. TOTAL....... 154 154.00 06360 PACIFIC INDUSTRIES INC 787 WATERVILIET- NY LATHAM $3,108 $3,108.00 SHAKER R CUST. TOTAL....... 3,108 3,108.00 69838 PACIFIC MOLASSES 2700 BROENING HWY MD BALTIMORE $247- $247.50- COMPANY CUST. TOTAL....... 247- 247.50- 87754 PACIFIC PAC INC 2340 BERT DRIVE CA HOLLISTER $55 $55.00 CUST. TOTAL....... 55 55.00 19295 PACKAGING CORP OF 4633 DOWNEY ROAD CA LOS ANGELES $7,411 $7,704 $15,116.10 AMERIC 56725 PACKAGING CORP OF P O BOX 1048 GA VALDOSTA $825 825.00 AMERIC CUST. TOTAL....... 825 7,411 7,704 15,941.10 58874 PACKAGING SERVICES P O BOX 875 TX PEARLAND $292 $292.50 CUST. TOTAL....... 292 292.50
JOB-RCPMO5 FNR 5/02/93 CO-CODE: 0 AGED ACCOUNTS RECEIVABLE ENDING-DATE 5/01/93 PAGE# 95 TOTAL S.C. CUST # CUSTOMER ADDRESS ST. CITY 0-TO-30 31-TO-60 61-TO-90 OVER-90 BAL-DUE - ---- ------ --------------------- ------------------- -- ------------- --------- --------- --------- -------- ----------- 87712 PAGE CLEANING 16824 114TH AVENUE AB EDMONTON $55 $55.00 CUST. TOTAL......... 55 55.00 66106 PAN AMERICAN AIRLINES J F K AIRPORT NY JAMAICA $125 $125.00 CUST. TOTAL......... 125 125.00 60220 PANTASOTE COMPANY 26 JEFFERSON STREET NJ PASSAIC $3,207 $27 $3,234.98 72322 PANTASOTE COMPANY 67 MADISON STREET NJ PASSAIC $242 $242.50 CUST. TOTAL......... 3,207 27 242 3,477.48 c 88433 PANTECH 6404 MCCONKLE AVE SW WV SAINT ALBANS $4,446 $4,446.00 CUST. TOTAL......... 4,446 4,446.00 56823 PAPER MANUFACTURERS 9800 BUSTLETON AVE PA PHILADELPHIA $305 $305.00 CUST. TOTAL......... 305 305.00 85023 PARA AG INC 14014 PARADISE MD HAGERSTOWN $5,716 $5,716.16 CHURCH RD CUST. TOTAL......... 5,716 5,716.16 60280 PARA CHEMICAL INC HIGHWAY 14 SC SIMPSONVILLE $180 $180.00 CUST. TOTAL......... 180 180.00 85910 PARADIGM LABS P.O. BOX 448 PA BERNVILLE $90 $243 $333.00 CUST. TOTAL......... 90 243 333.00 24163 PARAMOUNT FEED 19310 LONG MEADOW RD MD HAGERSTOWN $630 $630.99 CUST. TOTAL......... 630 630.99 11345 PARK CHEMICAL COMPANY 8074-A110 MI DETROIT $2,006 $2,006 $4,013.40 MILITARY AVE CUST. TOTAL......... 2,006 2,006 4,013.40 21430 PARKE DAVIS & COMPANY 188 HOWARD STREET MI HOLLAND $165 $1,698 $1,863.30 CUST. TOTAL......... 165 1,698 1,863.30 05158 PARKER AMCHEM 23343 SHERWOOD MI WARREN $55 $27 $82.50 CUST. TOTAL......... 55 27 82.50 28636 PARKS CORPORATION 1630 NORTH FIFTH ST GA MADISON $1,235 $1,235.00 60440 PARKS CORPORATION 1 MAIN STREET MA SOMERSET $4,302 $4,302.00 20941 PARKS CORPORATION 3122 COLLEGE TX GREENVILLE $1,906 $1,906.00 CUST. TOTAL......... 1,906 5,537 7,443.00 00240 PASSONNO CORPORATION 500 BROADWAY NY WATERVLIET $75 $75.00 CUST. TOTAL......... 75 75.00 89549 PATCO C/0 USA NJ EDISON $192 $192.50 DETERGENTS CUST. TOTAL......... 192 192.50 17785 PAULSBORO PACKAGING UNIVERSAL ROAD OFF NJ PAULSBORO $55 $27 $82.50 MANTU CUST. TOTAL......... 55 27 82.50 07172 PAULSEN WIRE 880 SOUTH 2ND STREET PA SUNBURY $3,072 $2,308 $5,381.31 CUST. TOTAL......... 3,072 2,308 5,381.31
JOB-RCPMO5 FNR 5/02/93 CO-CODE: 0 AGED ACCOUNTS RECEIVABLE ENDING-DATE 5/01/93 PAGE# 96 S.C. CUST # CUSTOMER ADDRESS ST CITY 0-TO-30 31-TO-60 61-TO-90 OVER-90 TOTAL BAL-DUE 00644 PAVE MARK 1855 PLYMOUTH ROAD NW GA ATLANTA $50 $25- $25.00 CUST. TOTAL $50 $25- $25.00 28464 PCT TRANSPORT INC P O BOX 7002 TX ADDISON $363 $363.84 CUST. TOTAL 363 363.84 68337 PEBRA-PETERBOROUGH 775 NEAL DRIVE ON PETERBOROUGH $192 $192.50 CUST. TOTAL 192 192.50 03017 PECTIN P O BOX 4407 TX HOUSTON $1,350 $1,350.00 CUST. TOTAL 1,350 1,350.00 89459 PEINNACLE OIL 5009 WEST 81 STREET IN INDIANAPOLIS $65 $65.00 CUST. TOTAL 65 65.00 51645 PENCO INC OF LYNDHURST N 540 NEW YORK AVENUE NJ LYNDHURST $26 $26.26 CUST. TOTAL 26 26.26 08502 PENFORD PRODUCTS CO 1001 FIRST AVE. S W IA CEDAR RAPIDS $2,558 $2,558.78 CUST. TOTAL 2,558 2,558.78 62140 PENNA POWER & LIGHT CO 2 NORTH 9TH STREET PA ALLENTOWN $15,193 $15,193.69 54395 PENNA POWER & LIGHT CO P O BOX 257 PA MARTINS CREEK $840 $840.53 CUST. TOTAL 16,034 $16,034.22 85706 PENNTECH CORP 100 CENTER STREET PA JOHNSONBURG $55 $55.00 CUST. TOTAL 55 55.00 70737 PENNZOIL PRODUCTS CO 3450 HOLLYWOOD AVE LA SHREVEPORT $82 $82.50 69887 PENNZOIL PRODUCTS CO P O BOX 17649 MO SAINT LOUIS $1,319 $718 $2,037.50 54472 PENNZOIL PRODUCTS CO P O BOX 2967 TX HOUSTON $247 $247.50 CUST. TOTAL 1,401 718 247 2,367.50 71344 PENRECO 138 PETROLIA STREET PA KARNS CITY $514 $514.00 CUST. TOTAL 514 514.00 51090 PENTRON INC 200 KING ROAD PA WEST CHESTER $155 $155.75 CUST. TOTAL 155 155.75 02436 PERDUE INCORPORATED BOX 1537 MD SALISBURY $5,739 $790 $169 $6,699.79 CUST. TOTAL 5,739 790 169 6,699.79 28310 PERIDOT CHEMICAL COMPANY C/O CHEMICAL LEAMAN TANK NJ NEWARK $172,148 $4,987 $177,135.93 30735 PERIDOT CHEMICAL COMPANY 330 DOREMUS AVENUE NJ NEWARK $426 $426.00 87497 PERIDOT CHEMICAL COMPANY P O BOX 2498 OH COLUMBUS $1,323 $1,323.44 CUST. TOTAL 172,148 6,737 178,885.37 89607 PERKIT FOLDING BOX CORP 36 POYDRAS ST MA BOSTON $40 $40.50 CUST. TOTAL 40 40.50 86422 PERMAGILE INDUSTRIES 101 COMMERCIAL STREET NY PLAINVIEW $84 $84.00 CUST. TOTAL 84 84.00
JOB-RCPMO5 FNR 5/02/93 CO-CODE: 0 AGED ACCOUNTS RECEIVABLE ENDING-DATE 5/01/93 PAGE# 97 S.C. CUST # CUSTOMER ADDRESS ST CITY 0-TO-30 31-TO-60 61-TO-90 OVER-90 TOTAL BAL-DUE 86357 PERRIGO SILICA 502 EASTERN AVE MI ALLEGAN $275 $275.00 86358 PERRIGO SILICA 117 WATER STREET MI ALLEGAN $2,066- $130- $2,196.00- CUST. TOTAL 275 2,066- 130- 1,921.00- 01838 PERVO PAINT COMPANY 6624 STANFORD AVENUE CA LOS ANGELES $572 $572.50 CUST. TOTAL 572 572.50 21551 PET FOODS INC NEW CUT ROAD SC SPARTANBURG $137 $137.50 CUST. TOTAL 137 137.50 54126 PETRO CANADA PRODUCTS 385 SOUTHDOWN ROAD ON MISSISSAUGA $330 $1,598 $27 $5,573 $7,529.75 89114 PETRO CANADA PRODUCTS 385 SOUTHDOWN ROAD ON MISSISSAUGA $1,907 $1,907.67 CUST. TOTAL 330 1,598 27 7,481 9,437.42 06203 PETRO CANADA VENTURES 11701 SHERBROOKE ST E PQ MONTREAL $247- $247.50- CUST. TOTAL 247- 247.50- 85258 PETROCEL S A BELISARIO DOMINGUEZ NO 2 MX MONTERREY NL $836 $836.00 CUST. TOTAL 836 836.00 00373 PETROLITE CORPORATION 369 MARSHALL AVE MO WEBSTER GROVES $22,296 $7,415 $313 $4,530 $34,555.94 21995 PETROLITE CORPORATION 4TH & SAVILLE AVENUE PA EDDYSTONE $220 $220 $440.00 67218 PETROLITE CORPORATION 16010 BAKERSPOINT LANE TX HOUSTON $1,031 $1,031.00 05098 PETROLITE CORPORATION 13200 BAYPARK ROAD TX PASADENA $29,215 $4,555 $968 $34,739.03 CUST. TOTAL 52,542 12,190 313 5,718 70,765.97 72559 PETRON CORPORATION SUITE 103-180 GORDON DRIVE PA LIONVILLE $205 $1,250 $3,559 $275 $5,291.02 CUST. TOTAL 205 1,250 3,559 275 5,291.02 71541 PETROPLUS P O BOX 5376 NJ DEPTFORD $346 $677 $1,024.49 CUST. TOTAL 346 677 1,024.49 83884 PETROWAX PA INC 33 RT 31 NORTH NJ ANNANDALE $3,078 $3,078.00 CUST. TOTAL 3,078 3,078.00 55345 PFISTER CHEMICAL WORKS LINDEN AVE ROUTE 46 NJ RIDGEFIELD $987 $987.00 CUST. TOTAL 987 987.00 63180 PFIZER INC BLDG 113 EASTERN POINT CT GROTON $27 $82 $110.00 80463 PFIZER INC P O BOX 340 NC PLYMOUTH $125 $125.00 67090 PFIZER INC 235 E 42ND STREET NY NEW YORK $450 $450.00 CUST. TOTAL 27 82 575 685.00 55455 PHELPS DODGE CORPORATION P O BOX 600 IN FORT WAYNE $82 $82.50 CUST. TOTAL 82 82.50 52115 PHIBRO ENERGY INC P O BOX 5038 TX HOUSTON $27 $411 $438.50 CUST. TOTAL 27 411 438.50 04667 PHIBRO REFINING INC HIGHWAY 105 SOUTH LA KROTZ SPRINGS $882 $882.00 CUST. TOTAL 882 882.00
JOB-RCPMO5 FNR 5/02/93 CO-CODE: 0 AGED ACCOUNTS RECEIVABLE ENDING-DATE 5/01/93 PAGE # 98
TOTAL S.C. CUST# CUSTOMER ADDRESS ST. CITY 0-TO-30 31-TO-60 61-TO-90 OVER 90 BAL-DUE - ---- ----- -------- ------- --- ---- ------- -------- -------- ------- ------- 63510 PHILA ELECTRIC COMPANY 2301 MARKET STREET PA PHILADELPHIA $26 $26.26 CUST. TOTAL 26 26.26 88126 PHILADELPHIA CONVENTION 13TH AND ARCH STREETS PA PHILADELPHIA $1,265 $1,265.00 CUST. TOTAL 1,265 1,265.00 75832 PHILIPS COMPONENTS 6071 ST ANDREWS RD SC COLUMBIA $1,238 $1,238.40 CUST. TOTAL 1,238 1,238.40 76148 PHILIPS LIGHTING CORP 7265 HAMMONDSPORT RD DOC NY BATH $2,365- $2,365.00- CUST. TOTAL 2,365- 2,365.00- 11199 PHILLIP MORRIS USA 4100 BERMUDA HUNDRED ROA VA CHESTER $1,425 $1,425.00 55615 PHILLIP MORRIS USA P O BOX 26603 VA RICHMOND $385 $275 $660.00 CUST. TOTAL 1,810 275 2,085.00 62398 PHOENIX PETROLEUM 1009 W 9TH AVE PA KING OF $178 $178.76 PRUSSIA CUST. TOTAL 178 178.76 64110 PHOTO CIRCUIT COMPANY 31 SEA CLIFF AVENUE NY GLEN COVE $26 $338- $311.74- CUST TOTAL 26 338- 311.74- 53345 PHTHALCHEM INC 266 WEST MITCHELL AVENUE OH CINCINNATI $25 $75 $100.00 CUST. TOTAL 25 75 100.00 81953 PICKETT ENTERPRISES INC 3341 SUCCESSFUL WAY OH DAYTON $4,103 $4,013.58 CUST. TOTAL 4,103 4,103.58 60094 PIEDMONT LABS 2030 OLD CHANDLER ROAD GA GAINESVILLE $285 $285.00 CUST. TOTAL 285 285.00 64210 PIERCE & STEVENS CHEMICA P O BOX 1092 NY BUFFALO $27- $27.50- 00797 PIERCE & STEVENS CHEMICA COLDSTREAM ROAD PA KIMBERTON $11,843 $3,938 $15,782.06 CUST. TOTAL 11,843 3,938 27- 15,754.56 63651 PILGRIM INDUSTRIES P O BOX 1656 TX MOUNT PLEASANT $275 $275.00 CUST. TOTAL 275 275.00 01815 PILOT CHEMICAL COMPANY 606 SHEPHERD DRIVE OH LOCKLAND $110 $25 $135.00 54204 PILOT CHEMICAL COMPANY 3439 YANKEE ROAD OH MIDDLETOWN $4,980 $247- $4,732.73 01027 PILOT CHEMICAL COMPANY 11623 N HOUSTON-ROSSLYN TX HOUSTON $55 $82 $137.50 90228 PILOT CHEMICAL COMPANY 11623 N HOUSTON-ROSSLYN TX HUDSON $55 $55.00 CUST. TOTAL 5,200 82 25 247- 5,060.23 66500 PILOT LABORATORIES 267 HOMESTEAD AVE NJ AVENEL $27 $27.50 CUST. TOTAL 27 27.50 27599 PIONEER CHLORALKALI CO I P O BOX 86 NV HENDERSON $42 $156 $198.60 CUST. TOTAL 42 156 198.60 08274 PIONEER PAINT PRODUCTS 1529 N 31ST AVENUE IL MELROSE PARK $467 $467.50 CUST. TOTAL 467 467.50
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TOTAL S.C. CUST# CUSTOMER ADDRESS ST. CITY 0-TO-30 31-TO-60 61-TO-90 OVER 90 BAL-DUE - ---- ----- -------- ------- --- ---- ------- -------- -------- ------- ------- 14546 PIRELLI CABLE HIGHWAY 28 BYPASS SC ABBEVILLE $68 $68.75 CORPORATION CUST. TOTAL 68 68.75 51388 PITTSBURGH PENN OIL COMP FREEPORT ROAD PA CREIGHTON $55 $55.00 CUST. TOTAL 55 55.00 05901 PITTWAY CORPORATION 6100 WEST HOWARD STREET IL NILES $237 $237.50 CUST. TOTAL 237 237.50 65174 PLACID REFINING CO 1940 HIGHWAY 1 N LA PORT ALLEN $2,161 $2,161.50 CUST. TOTAL 2,161 2,161.50 88148 PLAID ENTERPRISES 2365 PARK CENTRAL BLVD GA DECATUR $665 $665.00 CUST. TOTAL 665 665.00 76839 PLASTIC SPEC & TECH 145 BAEKELAND AVE NJ PISCATAWAY $100 $100.00 CUST. TOTAL 100 100.00 70603 PLASTIC SPEC & TECHNOLOGY 101 RAILROAD AVENUE NJ RIDGEFIELD $55 $110 $137 $1,212 $1,514.50 CUST. TOTAL 55 110 137 1,212 1,514,50 88008 PLAZE INC. 105 BOLTEE LANE MO SAINT CLAIR $27 $27.50 CUST. TOTAL 27 27.50 06642 PMC SPECIALTIES GROUP IN 10051 ROMANDEL CA SANTA FE SPRS $214- $214.20- 09604 PMC SPECIALTIES GROUP IN 735 E 115TH STREET IL CHICAGO $27 $374 $402.00 06082 PMC SPECIALTIES GROUP IN INDUSTRIAL DRIVE NJ FORDS $78 $302 $380.00 05752 PMC SPECIALTIES GROUP IN 5220 VINE STREET OH CINCINNATI $166 $166.00 73970 PMC SPECIALTIES GROUP IN 501 MURRAY ROAD OH CINCINNATI $625 $625.00 CUST. TOTAL 78 27 1,253 1,358.80 63086 POLIOLES PA LIONVILLE $4,195 $4,465 $8,660.50 06773 POLIOLES 3535 E 14TH STREET TX BROWNSVILLE $260 $260.00 CUST. TOTAL 4,455 4,465 8,920.50 61874 POLLIO DAIRY PRODUCTS 8600 MAIN STREET NY CAMPBELL $25 $25.00 CUST. TOTAL 25 25.00 22041 POLY CHEM INC 154 EAST AVENUE CT NORWALK $600- $600.65- CUST. TOTAL 600- 600.65- 65060 POLYCAST TECHNOLOGY CORP 69 SOUTHFIELD AVENUE CT STAMFORD $220 $220.00 CUST. TOTAL 220 220.00 81555 POLYCHROME CORPORATION #1 POLY PARK CORP GA COLUMBUS $1,974 $1,974.05 CUST. TOTAL 1,974 1,974.05 80546 POLYCON INDUSTRIES 65 INDEPENDENCE PLACE ON GUELPH $55 $55.00 CUST. TOTAL 55 55.00 03604 POLYFILMS INC DEPOT STREET MA WILKINSONVILLE $220 $735 $955.00 CUST. TOTAL 220 735 955.00
JOB-RCPMO5 FNR 5/02/93 CO-CODE: 0 AGED ACCOUNTS RECEIVABLE ENDING-DATE 5/01/93 PAGE #100 S.C. CUST# CUSTOMER ADDRESS ST. CITY 0-TO-30 31-TO-60 61-TO-90 OVER 90 TOTAL BAL-DUE - ----- -------- ------- --- ---- ------- -------- -------- ------- ------------- 02596 POLYMER DEVELOPMENT 212 WEST TAFT AVENUE CA ORANGE $145 $135 $280.00 LABS CUST. TOTAL 145 135 280.00 80507 POLYSAR RUBBER 1265 VIDAL ST SOUTH ON SARNIA $270 $96 $64 $430.50 SERVICES CUST. TOTAL 270 96 64 430.50 69062 POLYSAT INC 7240 STATE ROAD PA PHILADELPHIA $2,260 $2,990 $3,036 $8,287.00 CUST. TOTAL 2,260 2,990 3,036 8,287.00 68853 POLYTEX ENVIRONMENTAL 820 EAST 140TH ST NY BRONX $50 $50.00 IN CUST. TOTAL 50 50.00 28622 POLYTHANE SYSTEMS P O BOX 1452 TX SPRING $746- $746.77- INC CUST. TOTAL 746- 746.77- 09637 POLYTOP 110 GRAHAM DRIVE RI SLATERSVILLE $3,835 $1,812 $346 $5,993.73 CUST. TOTAL 3,835 1,812 346 5,993.73 87509 POPE & TALBOT INC ABSORBENT PRODUCTS WI EAU CLAIRE $1,450 $1,500 $2,950.00 DIV CUST. TOTAL 1,450 1,500 2,950.00 87281 PORCELAIN INDUSTRIES 20 CECO ROAD TN DICKSON $272 $272.00 INC CUST. TOTAL 272 272.00 05983 POTLATCH CORPORATION EAST END MN CLOQUET $5,977 $5,977.55 CUST. TOTAL 5,977 5,977.55 08224 PPG INDUSTRIES INC AUTOMOTIVE FINISHES OH CLEVELAND $781 $1,557 $560 $2,899.01 CUST. TOTAL 781 1,557 560 2,899.01 71043 PRECISION CASTPARTS 4600 S E HARVEY DRIVE OR PORTLAND $82 $82.50 CORP CUST. TOTAL 82 82.50 82889 PRECISION FABRICS 301 EAST MEADOWVIEW RD NC GREENSBORO $96 $96.25 GROUP GREENSBORO 96 96.25 89125 PREMIER INDUSTRIES C/O BROOKS TECHNOLOGY OH CLEVELAND $192 $192.50 CORP DI CUST. TOTAL 192 192.50 65830 PREMIX INC ROUTE 20 & HARMON ROAD OH N KINGSVILLE $2,561 $295 $2,856.95 CUST. TOTAL 2,561 295 2,856.95 86929 PRIDE SOLVENTS & 6 LONG ISLAND AVE NY HOLTSVILLE $104 $104.00 CHEM CO CUST. TOTAL 104 104.00 86224 PRILLAMAN CHEMICAL CORP 2001 CONTINENTAL BLV NC CHARLOTTE $110- $110.00- 09814 PRILLAMAN CHEMICAL CORP 334 WORTH STREET NC FAYETTEVILLE $165 $165.00 86178 PRILLAMAN CHEMICAL CORP C/O RADIATOR SPECIALTY C NC INDIAN TRAIL $1,924 $1,924.00 CUST. TOTAL 1,924 55 1,979.00 085230 PRIMARY RECOVERY CORP 3302 DEEPWATER TERMINAL VA RICHMOND $1,796 $1,796.00 CUST. TOTAL 1,796 1,796.00
JOB-RCPMO5 FNR 5/02/93 CO-CODE: 0 AGED ACCOUNTS RECEIVABLE ENDING-DATE 5/01/93 PAGE #101 S.C. CUST# CUSTOMER ADDRESS ST. CITY 0-TO-30 31-TO-60 61-TO-90 OVER 90 TOTAL BAL-DUE - ----- -------- ------- --- ---- ------- -------- -------- ------- ------------- 89980 PRIORITY 7585 PRIORITY LANE MS OLIVE BRANCH $697 $697.00 TRANSPORTATION CUST. TOTAL 697 697.00 83883 PRO PAC 1000 BARBEE STREET NC SPRING HOPE $40,664 $40,664.58 CUST. TOTAL 40,664 40,664.58 88509 PROCTER & GAMBLE DE LOMA FLORIDA NO 32 MX MEXICO DF $1,215 $1,215.00 MEXI CUST. TOTAL 1,215 1,215.00 11800 PROCTER & GAMBLE MFG CO ROUTE 3 FL PERRY $715 $715.00 72571 PROCTER & GAMBLE MFG CO 1 W HEGELER LANE IL DANVILLE $220 $220.00 65940 PROCTER & GAMBLE MFG CO 1422 NICHOLSON ST MD BALTIMORE $392 $392.38 01303 PROCTER & GAMBLE MFG CO 5921 SUMMIT AVENUE NC BROWN SUMMIT $412 $1,413 $780 $2,606.00 75957 PROCTER & GAMBLE MFG CO C/O HETERENE CHEM NJ PATERSON $55 $1,306 $1,361.35 50787 PROCTER & GAMBLE MFG CO P O BOX 1574/NOT EDI BIL OH CINCINNATI $10,828 $19,818 $1,442 $4,329 $36,418.62 65910 PROCTER & GAMBLE MFG CO P O BOX 1574 OH CINCINNATI $26,647 $17,741 $644 $45,034.00 83295 PROCTER & GAMBLE MFG CO 5299 SPRING GROVE AVE OH CINCINNATI $37,200 $53,400 $90,600.00 65960 PROCTER & GAMBLE MFG CO 5201 SPRING GROVE AVE OH IVORYDALE $407 $407.00 66060 PROCTER & GAMBLE MFG CO P O BOX 355 STATION AV ON TORONTO $15,811 $2,514 $7,334 $18,530 $44,192.10 20435 PROCTER & GAMBLE MFG CO P O BOX 32 PA MEHOOPANY $2,636 $2,636.68 87836 PROCTER & GAMBLE MFG CO 6500 TRANS CANADA HIGHWA PQ POINTE CLAIRE $2,309 $2,340 $4,650.45 89229 PROCTER & GAMBLE MFG CO C/O KOLMAR LABS TN MEMPHIS $45 $45.00 CUST. TOTAL 96,239 42,470 12,256 78,312 229,278.58 74838 PROCTER & GAMBLE 5100 POPLAR AVENUE TN MEMPHIS $11,275 $3,060 $197 $14,532.50 CELLULO CUST. TOTAL 11,275 3,060 197 14,532.50 85451 PROD. IND. DE PLOMO FCO I MADERO 233 MX STA CATARINA N $15,724 $10,693 $26,418.25 SA D CUST. TOTAL 15,724 10,693 26,418.25 63181 PROVOST CARTAGE 7887 GRENACHE PQ MONTREAL $1,271 $1,271.17 CUST. TOTAL 1,271 1,271.17 85969 PSI CHEMICALS 655 WASHINGTON BLVD CT STAMFORD $737 $737.00 CUST. TOTAL 737 737.00 66220 PUBLIC SERV ELEC P O BOX 1868 NJ NEWARK $183 $2,527 $2,711.32 & GAS CUST. TOTAL 183 2,527 2,711.32 10346 PUERTO RICAN MARINE BOX 3170 RARITON PLAZA 1 NJ EDISON $2,876 $2,876.44 MGMT CUST. TOTAL 2,876 2,876.44 55127 PUROLITE 150 MONUMENT AVENUE PA BALA CYNWYD $45 $180 $225.00 CUST. TOTAL 45 180 225.00 54965 PVS CHEMICALS INC 12260 S CARONDOLET AVE IL CHICAGO $25,184 $298 $4,895 $30,378.75 14286 PVS CHEMICALS INC 55 LEE STREET NY BUFFALO $3,243 $1,106 $9,799 $14,148.53 00032 PVS CHEMICALS INC 3149 COPLEY ROAD OH COPLEY $65,070 $2,034 $47- $13,673 $80,731.96 CUST. TOTAL 93,498 2,034 1,357 28,368 125,259.24 12574 PVS NOLWOOD CHEMICAL 10900 HARPER AVENUE MI DETROIT $3,831 $1,246 $841 $5,918.97 INC CUST. TOTAL 3,831 1,246 841 5,918.97
JOB-RCPMO5 FNR 5/02/93 CO-CODE: 0 AGED ACCOUNTS RECEIVABLE ENDING-DATE 5/01/93 PAGE #102 S.C. CUST# CUSTOMER ADDRESS ST. CITY 0-TO-30 31-TO-60 61-TO-90 OVER 90 TOTAL BAL-DUE 83903 PVS TECHNOLOGIES 10900 HARPER AVENUE MI DETROIT $35,459 $1,353 $406 $2,329 $39,548.13 CUST TOTAL 35,459 1,353 406 2,329 39,548.13 71195 Q O CHEMICALS INC 2801 KENT AVE IN W LAFAYETTE $3,383 $3,352 $6,736.00 67220 Q O CHEMICALS INC 3324 CHELSEA AVE TN MEMPHIS $18,412 $1,125 $1,780 $21,318.29 CUST TOTAL 21,796 3,352 1,125 1,780 28,054.29 87640 QUADRA CORPORATION 210 SUMMIT AVE NJ MONTVALE $5,712 $5,712.50 CUST TOTAL 5,712 5,712.50 06734 QUADRANT CHEMICAL CO 2600 INDUSTRIAL BLVD TX MCKINNEY $3,150 $579 $3,729.90 CUST TOTAL 3,150 579 3,729.90 57595 QUAKER CHEMICAL CORP ELM & LEE STREET PA CONSHOHOCKEN $7,605 $6,243 $277 $51 $14,177.10 CUST TOTAL 7,605 6,243 277 51 14,177.10 67180 QUAKER STATE CONGO RD WV NEWELL $9,978 $9,978.80 CORPORATION CUST TOTAL 9,978 9,978.80 57514 QUAKER SUPREME 435 SADLER STREET AL MONTGOMERY $55 $55.00 CUST TOTAL 55 55.00 85029 QUALA SYSTEMS INC 3643 DEPOT RD CA HAYWARD $6,516 $6,516.00 89043 QUALA SYSTEMS INC P O BOX 1708 GA AUGUSTA $450 $450.00 87388 QUALA SYSTEMS INC P O BOX 7 GA JONESBORO $675 $675.00 89227 QUALA SYSTEMS INC P O BOX 165 LA SAINT GABRIEL $455- $455.50- 89728 QUALA SYSTEMS INC 119 E LOUGHBOROUGH ST MO SAINT LOUIS $287 $287.50 89223 QUALA SYSTEMS INC US 421 & COWPEN LANDING NC WILMINGTON $6,137 $6,137.50 89226 QUALA SYSTEMS INC CEDAR SWAMP & COOPER RDS NJ BRIDGEPORT $10,362 $10,362.50 89475 QUALA SYSTEMS INC 80 DOREMUS AVENUE NJ NEWARK $225 $225.00 66456 QUALA SYSTEMS INC BOX 174 NJ PEDRICKTOWN $3,650 $3,650.00 89903 QUALA SYSTEMS INC 470 FILLMORE AVE NY TONAWANDA $197 $197.00 89857 QUALA SYSTEMS INC P O BOX 10 0H ROSS $5,496 $5,251 $10,748.25 89231 QUALA SYSTEMS INC BOX 579 SC FAIRFOREST $14,745 $14,745.00 89547 QUALA SYSTEMS INC 4953 VIRGINIA AVE SC N CHARLESTON $15,774 $15,774.50 89725 QUALA SYSTEMS INC 131 S GARRISON RD SC ROCK HILL $1,146 $1,146.00 89233 QUALA SYSTEMS INC 701 SOUTH HWY 288 TX CLUTE $50 $50.00 89235 QUALA SYSTEMS INC P O BOX 168 WV FRIENDLY $7,775 $7,775.00 89858 QUALA SYSTEMS INC P O BOX 168 WV INSTITUTE $330 $330.00 89225 QUALA SYSTEMS INC ROUTE 2 WV NATRIUM $2,962 $2,962.50 CUST TOTAL 76,324 5,251 81,576.25 55074 QUALITY CHEMICALS 2112 INDUSTRIAL ROAD MI HOWELL $174 $174.00 23203 QUALITY CHEMICALS P O BOX 216 PA TYRONE $55 $55.00 CUST TOTAL 229 229.00 51615 QUANTUM CHEMICAL CORP 8805 NORTH TABLER ROAD IL MORRIS $165 $165.00 84610 QUANTUM CHEMICAL CORP P O BOX 429596 OH CINCINNATI $125 $125 $375 $625 $1,250.00 CUST TOTAL 290 125 375 625 1,415.00 70492 QUEBEC AND ONTARIO BOX 1040 ALLANBURG RD ON THOROLD $2,030 $2,030.86 PAPER CUST TOTAL 2,030 2,030.86
JOB-RCPMO5 FNR 5/02/93 CO-CODE: 0 AGED ACCOUNTS RECEIVABLE ENDING-DATE 5/01/93 PAGE #103 S.C. CUST# CUSTOMER ADDRESS ST. CITY 0-TO-30 31-TO-60 61-TO-90 OVER 90 TOTAL BAL-DUE 88197 QUEBEC PIGMENTS 302 BROSSEAU ST PQ ST JEAN $110 $110.00 CUST TOTAL 110 110.00 03776 QUIMICA IND DEL NORTE P O BOX 3762 CA SAN YSIDRO $7,494 $7,494.33 SA CUST TOTAL 7,494 7,494.33 75517 QUIMBASICOS S.A. AVE RUIZ CORTINES MX MONTERREY N L $2,797 $2,797.11 DE C.V. CUST TOTAL 2,797 2,797.11 06766 QUIMBASICOS, S.A. 2200 JEFFERSON STREET TX LAREDO $280 $280.00 DE C.V. CUST TOTAL 280 280.00 73339 QUINCY COMPRESSOR 7TH AND DOBSON AVE AL BAY MINETTE $5,797 $5,797.00 CUST TOTAL 5,797 5,797.00 05642 R & F COAL COMPANY 538 N MAIN ST OH CADIZ $745 $745.45 CUST TOTAL 745 745.45 22836 R M INDUSTRIES P O BOX 770 SC FORT MILL $27 $27.50 CUST TOTAL 27 27.50 19883 R MAX 210 LYON DRIVE NV FERNLEY $110 $110.00 CUST TOTAL 110 110.00 86639 RAANI CORPORATION 5401 W 65TH STREET IL BEDFORD PARK $1,697 $1,697.70 CUST TOTAL 1,697 1,697.70 86169 RADCURE C/O RHONE POULENC DIV MO SAINT LOUIS $302 $302.50 CUST TOTAL 302 302.50 90121 RADCURE SPECIALTIES 2000 LAKE PARK DRIVE GA SMYRNA $5,496 $5,496.00 INC CUST TOTAL 5,496 5,496.00 57955 RADIATOR SPECIALTY CO 600 RADIATOR ROAD NC INDIAN TRAIL $90 $90.00 CUST TOTAL 90 90.00 88687 RAIL SERVICE INC SUITE 17 MI OKEMOS $169 $524 $693.00 CUST TOTAL 169 524 693.00 67475 RAISIO INC 3RD & OAK STREETS PA BERWICK $145 $145.00 CUST TOTAL 145 145.00 67700 REA MAGNET WIRE P O BOX 6126 IN FORT WAYNE $7,269 $7,269.00 CO INC CUST TOTAL 7,269 7,269.00 58432 REACTION PRODUCTS 840 MORTON AVE CA RICHMOND $963 $963.82 COMPANY CUST TOTAL 963 963.82 12628 REAGENT CHEMICAL P O BOX 584 WV INSTITUTE $392 $392.00 COMPANY CUST TOTAL 392 392.00 89026 RECKITT & COLMAN 2 WICKMAN RD ON TORONTO $21- $21.40- CUST TOTAL 21- 21.40-
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S.C. CUST # CUSTOMER ADDRESS ST. CITY 0-TO-30 31-TO-60 61-TO-90 OVER-90 TOTAL BAL-DUE - ----------- -------- ------- --- ---- ------- -------- -------- ------- ------------- 80919 RECKITT & COLMAN PO BOX 941 NJ WAYNE $4,019 $1,147 $5,166.50 HOUSEHO CUST. TOTAL 4,019 1,147 5,166.50 51205 RECOCHEM INC 131 EAST DR ON BRAMPTON $36 $36.78 07282 RECOCHEM INC 175 RUE DE PQ NAPIERVILLE $127 $127.50 LEGLISE CUST. TOTAL 164 164.28 88106 RECOVERY SYSTEMS P O BOX 1188 MO ROLLA $3,763 $3,763.75 CUST. TOTAL 3,763 3,763.75 04482 RED SPOT WESTLAND INC 550 SOUTH MI WESTLAND $165 $287 $452.50 EDWIN CUST. TOTAL 165 287 452.50 87397 REDMONT SA DE CV C/O IMEX TX LAREDO $19,745 $19,745.00 FORWARDING CUST. TOTAL 19,745 19,745.00 68200 REFINED SUGARS INC ONE FEDERAL NY YONKERS $165 $210 $338 $713.00 STREET CUST. TOTAL 165 210 338 713.00 87100 REGAL MARINE P O BOX 369 TN SMITHVILLE $27 27.50 INDUSTRIES CUST. TOTAL 27 27.50 22246 REGALITE PLASTICS CORP 300 NEEDHAM MA NEWTON UPR $36 $36.00 STREET FLS CUST. TOTAL 36 36.00 08628 REGIONAL ENTERPRISES 410 WATER ST VA HOPEWELL $27 $27 $55.00 CUST. TOTAL 27 27 55.00 04430 REICHOLD CHEMICAL P O DRAWER K DE DOVER $843 $843.52 COMPA CUST. TOTAL 843 843.52 63085 REICHOLD CHEMICAL P O BOX 1433 FL PENSACOLA $682 $682.00 COMPAN 06660 REICHOLD CHEMICAL COLLINS ROAD IL MORRIS $814 $814.00 COMPAN 70510 REICHOLD CHEMICAL 6401 CHEMICAL MD BALTIMORE $1,137 $55 $1,192.34 COMPAN RD 77216 REICHOLD CHEMICAL P O BOX 13582 NC RES TRIANGLE $3,077 $3,082 $6,160.00 COMPAN P 04437 REICHOLD CHEMICAL 400 DOREMUS NJ NEWARK $900 $900.25 COMPAN AVENUE 70310 REICHOLD CHEMICAL 46 ALBERT AVE NJ NEWARK $96 $96.00 COMPAN 75254 REICHOLD CHEMICAL 400 DOREMUS NJ NEWARK $825 $825.00 COMPAN AVENUE 00561 REICHOLD CHEMICAL 1919 WILSON ON WESTON $110 $192 $759 $1,062.00 COMPAN AVENUE 73978 REICHOLD CHEMICAL ROUTE 5ON PA BRIDGEVILLE $230 $230.00 COMPAN STREET 68490 REICHOLD CHEMICAL 1503 HAYDEN TX HOUSTON $2,914 $2,914.92 COMPAN ROAD CUST. TOTAL 8,054 192 6,630 14,877.35 89521 REICHOLD CHEMICALS 300 HADGRAFT GA CHICKAMAUGA $55 $55.00 INC CUST. TOTAL 55 55.00 68610 REILLY INDUSTRIES INC P O BOX 41076 IN INDIANAPOLIS $625 $82 $708.25 CUST. TOTAL 625 82 708.25 77422 REILLY WHITEMAN INC 800 OCEAN NJ POINT $3,361 $3,361 $1,947 $4,204 $12,873.75 ROAD PLEASANT 68700 REILLY WHITEMAN INC 801 PA CONSHOHOCKEN $3,395 $110 $55 $52 $3,612.00 WASHINGTON STREET CUST. TOTAL 6,756 3,471 2,002 4,256 16,485.75
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S.C. CUST # CUSTOMER ADDRESS ST. CITY 0-TO-30 31-TO-60 61-TO-90 OVER-90 TOTAL BAL-DUE - ----------- -------- ------- --- ---- ------- -------- -------- ------- ------------- 21083 RELIANCE UPHOLSTERY 15902 S MAIN ST CA GARDENA $45 $45.00 CO CUST. TOTAL 45 45.00 55707 REMALY FUEL COMPANY 6751 PENNA PA SLATINGTON $125 $125.68 ROUTE 873 CUST. TOTAL 125 125.68 82087 REMARC CHEMICAL 5523 TX HOUSTON $1,033 $1,033.00 COMPANY HAVENWOODS DRIVE CUST. TOTAL 1,033 1,033.00 04451 RENOSOL CORPORATION 505 HOOVER MI FARWELL $110 $135 $165 $410.00 STREET CUST. TOTAL 110 135 165 410.00 89162 RENTAL UNIFORM 5901 TN KNOXVILLE $27 $27.50 SERVICE MIDDLEBOOK PIKE CUST. TOTAL 27 27.50 85467 REPROCELL PULP & PAPER 5600 S CA VERNON $660 $660.00 ALEMEDA CUST. TOTAL 660 660.00 89432 REPUBLIC 2869 PA HATFIELD $82 $220 $302.50 ENVIRONMENTAL S SANDSTONE DRIVE CUST. TOTAL 82 220 302.50 85322 RESEARCH OIL COMPANY 2777 OH CLEVELAND $330 $330.00 BROADWAY CUST. TOTAL 330 330.00 26619 RESIN TECHNOLOGY INC 2270 S CASTLE CA ONTARIO $90 $90.00 HARBOR PL CUST. TOTAL 90 90.00 09459 RESINALL INC 102 DIXIE PINE MS HATTIESBURG $55 $55.00 ROAD 16915 RESINALL INC P O BOX 195 NC SEVERN $165 $165.00 CUST. TOTAL 220 220.00 68980 REVLON PROFESSIONAL P O BOX 984 NJ EDISON $1,666 $619 $2,286.20 PROD CUST. TOTAL 1,666 619 2,286.20 69010 REYNOLDS METALS CAVERNS BLVD VA GROTTOES $27 $27.50 COMPANY 02707 REYNOLDS METALS P O BOX 27003 VA RICHMOND $756 $756.00 COMPANY CUST. TOTAL 756 27 783.50 01078 RHONE POULENC CHEM 8615 TX HOUSTON $560 $40 $515 $1,115.00 BASIC CHEM MANCHESTER ROAD CUST. TOTAL 560 40 515 1,115.00 83043 RHONE POULENC 3929 MEDFORD CA LOS ANGELES $27 $27 $55.00 CHEMICAL ST 08471 RHONE POULENC 100 MOCOCO CA MARTINEZ $177 $177.00 CHEMICAL ROAD 86347 RHONE POULENC 501 NICHOLS RD CA PITTSBURGH $609 $609.00 CHEMICAL 27596 RHONE POULENC 4570 ARDINE CA SOUTH GATE $8,501 $26 $8,527.23 CHEMICAL STREET 01017 RHONE POULENC INDUSTRIAL GA WINDER $1,467 $2,495 $5,784- $4,186- $6,007.60- CHEMICAL PKWY 05802 RHONE POULENC 2000 MICHIGAN IN HAMMOND $27 $27.50 CHEMICAL STREET 07936 RHONE POULENC 1495 SOUTH 11TH KY LOUISVILLE $2,241 $432 $2,673.50 CHEMICAL STREET 04760 RHONE POULENC P O BOX 828 LA BATON ROUGE $4,363 $1,981 $515 $1,341 $8,201.25 CHEMICAL 06426 RHONE POULENC P O BOX 773 LA SPRINGHILL $356 $356.00 CHEMICAL 86700 RHONE POULENC 207 TELEGRAPH NC GASTONIA $27 $532 $62 $622.66 CHEMICAL DR 85098 RHONE POULENC CN 7500 BLDG N NJ CRANBURY $1,560 $1,560.00 CHEMICAL
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TOTAL S.C. CUST# CUSTOMER ADDRESS ST. CITY 0-TO-30 31-TO-60 61-TO-90 OVER 90 BAL-DUE - ---- ----- -------- ------- --- ---- ------- -------- -------- ------- ------- 85530 RHONE POULENC CHEMICAL INTERNATIONAL BILLING ON NJ CRANBURY $360 $360.00 86706 RHONE POULENC CHEMICAL CN 7500 BLDG N NJ CRANBURY $665 $980 $1,646.30 56840 RHONE POULENC CHEMICAL 68 CULVER ROAD NJ DAYTON $2,411 $2,411.00 00531 RHONE POULENC CHEMICAL 125 BLACKHORSE LANE NJ MONMOUTH JCT $3,812 $317 $4,129.50 65450 RHONE POULENC CHEMICAL P O BOX 1259 NJ SOMERVILLE $107,555 $13,981 $2,369 $1,473 $125,380.96 86100 RHONE POULENC CHEMICAL 230 S PENNSYLVANIA AVE PA MORRISVILLE $13,927 $3,539 $17,467.04 77159 RHONE POULENC CHEMICAL SIMMS CHAPEL ROAD SC SPARTANBURG $856 $812 $3,025 $502- $4,191.50 01527 RHONE POULENC CHEMICAL BOX 1130 CONTINENTAL BLV TN NASHVILLE $577 $2,277 $357- $2,497.75 69170 RHONE POULENC CHEMICAL 6213 HIGHWAY 332-E TX FREEPORT $6,817 $5,209 $220 $12,246.00 64806 RHONE POULENC CHEMICAL ROUTE 25 MV INSTITUTE $275 $799- $524.00- 07670 RHONE POULENC CHEMICAL B P O BOX 22776 CA LONG BEACH $6,194 $374- $292- $918- $4,68.98 CUST. TOTAL 159,563 30,539 328 786 191,217.07 12887 RHONE POULENC SPECIALITI 490 DUFFERIN STREET PQ VALLEYFIELD $3,948 $5,324 $27- $9,245.73 74065 RHONE POULENC SPECIALTY 2000 ARGENTIA RD ON MISSISSAUGA $220 $1,875 $2,095.50 CUST. TOTAL 4,168 7,200 27- 11,341.23 01000 RHONE POULENC SURFACTANT 3440 FAIRFIELD ROAD MD BALTIMORE $1,666 $495 $799 $2,960.70 CUST. TOTAL 1,666 495 799 2,960.70 08779 RICHARDS PAINT MFG CO 200 PAINT STREET FL ROCKLEDGE $382 $382.50 CUST. TOTAL 382 382.50 78729 RIMTEC BEVERLY ROAD NJ BURLINGTON $2,460 $2,460.00 CUST. TOTAL 2,460 2,460.00 61389 RINCHEM COMPANY INC 4115 WEST TURNEY AVENUE AZ PHOENIX $55 $55.00 CUST. TOTAL 55 55.00 06741 RIO GRANDE FORWARDING 1360 N CENTRAL AVE TX BROWNSVILLE $2,350 $2,350.00 86107 RIO GRANDE FORWARDING 6333 E 14TH ST TX BROWNSVILLE $2,000 $360 $2,360.00 CUST. TOTAL 4,350 360 4,710.00 78330 RESISTANCE COMPOUNDS P O BOX 1230 IL LANSING $55 $55.00 CUST. TOTAL 55 55.00 84624 RITA CORP C/O AGENCIA ADUADE AMERI TX LAREDO $420 $420.00 CUST. TOTAL 420 420.00 76369 RIVERHEAD TRANSIT MIX CO 25 MONTCLAIR AVE NY SAINT JAMES $40 $40.00 CUST. TOTAL 40 40.00 57330 ROBINSON CHEMICAL COMPAN 16 WASHINGTON STREET MD CAMBRIDGE $4,047 $4,047.45 CUST. TOTAL 4,047 4,047.45 74884 ROCHESTER GAS & ELECTRIC P O BOX 40660 RD NY ROCHESTER $55 $55.00 CUST. TOTAL 55 55.00 19566 ROCHESTER PRODUCTS 1000 LEXINGTON AVENUE NY ROCHESTER $110 $110.00 CUST. TOTAL 110 110.00 80826 ROCKLAND COUNTY SEWER DI R ROUTE 340 NY ORANGEBURG $150 $150.00 CUST. TOTAL 150 $150.00
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TOTAL S.C. CUST# CUSTOMER ADDRESS ST. CITY 0-TO-30 31-TO-60 61-TO-90 OVER 90 BAL-DUE - ---- ----- -------- ------- --- ---- ------- -------- -------- ------- ------- 65364 RODCO INTERNATIONAL 8930 FOURWINDS DR TX SAN ANTONIO $4,598 $8,251 $6,269 $2,730 $21,849.09 CUST. TOTAL 4,598 8,251 6,269 2,730 21,849.09 89429 ROHM & HASS CANADA INC C/O BENJAMIN MOORE & CO BC ALDERGROVE $4,993 $4,993.62 CUST. TOTAL 4,993 4,993.62 87501 ROHM & HASS COMPANY 14420 MACAW BLVD CA LA MIRADA $3,723 $368 $78 $521- $3,649.25 87502 ROHM & HASS COMPANY 6800 ROBERTSON AVENUE CA NEWARK $78 $78.00 87500 ROHM & HAAS COMPANY P O BOX 909711 IL CHICAGO $173,572 $90,111 $11,566 $245 $245,495.62 59435 ROHM & HAAS COMPANY P O BOX 32260 KY LOUISVILLE $60 $60.00 88352 ROHM & HAAS COMPANY 14700 MALLARD CREEK RD NC CHARLOTTE $618 $82 $110 $810.50 77435 ROHM & HASS COMPANY 2 MANSE ROAD ON WEST HILL $107 $21 $128.40 89211 ROHM & HASS COMPANY C/O CHEMICAL LEAMAN TANK PA BENSALEM $1,544 $52 $104 $1,700.50 59515 ROHM & HASS COMPANY PA BRISTOL $142 $142.00 66140 ROHM & HAAS COMPANY RICHMOND, BRIDGE & THOMP PA PHILADELPHIA $125 $125.00 70320 ROHM & HAAS COMPANY ATTN TRAN DEPT BLD 60 PA PHILADELPHIA $190,494 $7,070 $2,090 $4,650 $204,305.80 80960 ROHM & HAAS COMPANY 5000 RICHMOND STREET PA PHILADELPHIA $109,030 $14,294 $3,018 $442- $125,900.29 59565 ROHM & HASS COMPANY P O BOX 672 TX DEEP PARK $552 $552.00 CUST. TOTAL 479,909 112,078 16,856 4,102 612,947.36 77852 ROLLAND INC 455 ROLLAND AVE PO ST JEROME, TE $6,970 $6,970.00 CUST. TOTAL 6,970 6,970.00 55110 ROLLINS ENVIRONMENTAL SE P O BOX 74137 LA BATON ROUGE $1,960 $1,960.00 02653 ROLLINS ENVIRONMENTAL SE P O BOX 609 TX DEER PARK $5,138 $5,138.00 CUST. TOTAL 1,960 5,138 7,098.00 72504 ROMIC CHEMICAL COMPANY 6760 W ALLISON ROAD AZ CHANDLER $3,284 $3,284.00 08467 ROMIC CHEMICAL COMPANY 2081 BAY ROAD CA E PALO ALTO $55 $55.00 CUST. TOTAL 3,284 55 3,339.00 20762 ROSCOM 40 ENTERPRISE AVENUE NJ TRENTON $27 $137 $165.00 CUST. TOTAL 27 137 165.00 56177 ROTONDO-PENN CAST 514 TOWNSHIP LINE ROAD PA TELFORD $170 $170.00 CUST. TOTAL 170 170.00 58816 ROUGE STEEL COMPANY P O BOX 195000 MI BURTON $1,806 $1,806.40 CUST. TOTAL 1,806 1,806.40 88518 ROUTE 85 LUMBER 522 CHURCH ST CT HEBRON $42 $42.00 CUST. TOTAL 42 42.00 77914 ROY BROTHERS INC 764 BOSTON ROAD MA BILLERICA $212 $212.00 CUST. TOTAL 212 212.00 04317 ROYAL CHEMICAL COMPANY P O BOX 172 OH MACEDONIA $300 $1,252 $1,552.50 CUST. TOTAL 300 1,252 1,552.50 64899 ROYAL CROWN BOTTLING CO 1000 TENTH AVENUE GA COLUMBUS $110 $110.00 CUST. TOTAL 110 110.00
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S.C. CUST # CUSTOMER ADDRESS ST. CITY 0-TO-30 31-TO-60 61-TO-90 OVER-90 TOTAL BAL-DUE - ---- ------ -------- ------- --- ---- ------- -------- -------- ------- ------------- 13648 ROYCE ASSOCIATES 35 CARLTON NJ E RUTHERFORD $704- $704.00- AVENUE CUST. TOTAL 704- 704.00- 23318 RUBATEX INCORPORATED P O BOX 340 VA BEDFORD $1,204- $1,204.55- CUST. TOTAL 1,204- 1,204.55 75802 RUBBERMAID INC 1616 WHEAT RD KS WINFIELD $82 $82.50 CUST. TOTAL 82 82.50 71020 RUBICON CHEMICAL INC P O BOX 517 LA GEISMAR $60,638 $938 $61,576.43 CUST. TOTAL 60,638 938 61,576.43 70960 RUCO POLYMER NEW SOUTH RD NY HICKSVILLE $34,807 $9,165 $82 $44,054.90 CORPORATION CUST. TOTAL 34,807 9,165 82 44,054.90 19924 RUETGERS NEASE 500 CLANTON GA AUGUSTA $2,071 $2,071.00 CHEMICAL ROAD 05838 RUETGERS NEASE 10740 PADDYS OH FERNALD $1,594 $1,594.00 CHEMICAL RUN ROAD 56420 RUETGERS NEASE 201 STRUBLE PA STATE $43,270 $732 $20 $44,023.53 CHEMICAL ROAD COLLEGE CUST. TOTAL 46,935 732 20 47,688.53 63436 RUSH TRUCKING 382 ROUTE 15 NJ WHARTON $100 $100.00 SOUTH CUST. TOTAL 100 100.00 06394 S & S CHEMICAL 333 JERICHO NY JERICHO $172- $172.00- COMPANY TURNPIKE CUST. TOTAL 172- 172.00- 67024 S A B H 18450 S MILES OH CLEVELAND $165 $165.00 ROAD CUST. TOTAL 165 165.00 52005 S A DAY MFG CO INC 1489 NIAGARA NY BUFFALO $2,059 $1,266 $3,325.61 STREET CUST. TOTAL 2,059 1,266 3,325.61 05238 S C JOHNSON & SON INC 1525 HOWE WI RACINE $110 $55 $110 $275.00 STREET CUST. TOTAL 110 55 110 275.00 03234 S C M CORPORATION 3901 FT MD BALTIMORE $1,973 $50 $2,023.00 ARMISTEAD ROAD CUST. TOTAL 1,973 50 2,023.00 22130 S C M ORGANIC P O BOX 389 FL JACKSONVILLE $396 $396.00 CHEMICALS CUST. TOTAL 396 396.00 51892 S D WARREN COMPANY R F D #3 ME SKOWHEGAN $1,855 $721 $1,602 $4,179.35 04699 S D WARREN COMPANY SUBSIDIARY OF ME WESTBROOK $24,278 $2,790 $27,068.00 SCOTT PAPER CUST. TOTAL 26,133 2,790 721 1,602 31,247.35 01265 S L GILLMAN PAINT CO 2250 GA ATLANTA $5,907 $847 $2,073 $8,828.50 MORELAND AVENUE S E CUST. TOTAL 5,907 847 2,073 8,828.50 77112 S S T CORPORATION 15 LEIGH TX EL PASO $440 275- 725 890.00 FISHER CUST. TOTAL 440 275- 725 890.00 89196 SABIC MARKETING METRO CENTER CT STAMFORD $275 $275.00 AMERICAS CUST. TOTAL 275 275.00
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S.C. CUST # CUSTOMER ADDRESS ST. CITY 0-TO-30 31-TO-60 61-TO-90 OVER-90 TOTAL BAL-DUE - ---- ------ -------- ------- --- ---- ------- -------- -------- ------- ------------- 13047 SAFETY KLEEN 1445 W 42ND IL CHICAGO $137 $275 $1,082 $1,494.75 CORPORATION STREET 74012 SAFETY KLEEN 633 E 138TH IL DOLTON $445 $445.00 CORPORATION STREET 02052 SAFETY KLEEN 777 BIG TIMBER IL ELGIN $12,073 $34,543 $14,572 $1,874 $63,063.76 CORPORATION ROAD 62361 SAFETY KLEEN STATE HWY 146 KY NEW CASTLE $452 $27 $90 $816 $1,386.25 CORPORATION 74773 SAFETY KLEEN 1200 SYLVAN ST NJ LINDEN $12,728 $330 $55 $20,357 $33,470.00 CORPORATION 89069 SAFETY KLEEN 16540 S E 130TH OR CLACKAMAS $1,669 $3,408 $5,078.40 CORPORATION 71758 SAFETY KLEEN RT 2 BOX 418 SC HOLLY HILL $102 $102.50 CORPORATION CUST. TOTAL 25,391 36,571 14,992 28,086 105,040.66 73226 SAN MATEO FORWARDING 9220 SAN TX LAREDO $840 $840.00 INC MATEO DR IND PA CUST. TOTAL 840 840.00 86925 SANCAP ABRASIVES 16123 ARMOUR OH ALLIANCE $557 $557.00 ROAD N E CUST. TOTAL 557 557.00 86796 SANDOZ AGRO INC 1300 E TOUHY IL DES PLAINES $4,041 $4,041.05 AVE CUST. TOTAL 4,041 4,041.05 58041 SANDOZ CHEMICALS CORP HIGHWAY 27 NC CHARLOTTE $798 $82 $880.50 WEST 65587 SANDOZ CHEMICALS CORP P O BOX 26035 NC CHARLOTTE $599 $599.15 76400 SANDOZ CHEMICALS CORP P O BOX 669246 NC CHARLOTTE $595 $337 $932.50 05364 SANDOZ CHEMICALS CORP HIGHWAY 102 SC MARTIN $200 $200.00 CUST. TOTAL 2,192 82 337 2,612.15 19501 SANITARY SOAP 81 DALE NJ PATERSON $135 $135.00 COMPANY AVENUE CUST. TOTAL 135 135.00 84817 SARA LEE KNIT PRODUCTS I-40 & NC MORGANTON $472- $472.00- JAMESTOWN RD CUST. TOTAL 472- 472.00- 79942 SARTOMER COMPANY 468 THOMAS PA EXTON $1,837 $806 $1,967 $4,610.02 JONES WAY CUST. TOTAL 1,837 806 1,967 4,610.02 78321 SATTELITE INTL SUPPLY 502 CHAPARRAL TX VICTORIA $180 $180.00 CUST. TOTAL 180 180.00 80267 SATURN CORPORATION HIGHWAY 31 TN SPRING HILL $797 $797.50 CENTER SOUTH CUST. TOTAL 797 797.50 71660 SAYLES BILTMORE P O BOX 2749 NC ASHEVILLE $348- $348.16- BLEACHER CUST. TOTAL 348- 348.16- 71900 SCHENECTADY CONGRESS ST & NY SCHENECTADY $9,567 $577 $577 $2,299 $13,022.35 INTERNATIONAL 10TH AVE 03416 SCHENECTADY 319 COMSTOCK ON SCARBOROUGH $165 $390 $555.56 INTERNATIONAL ROAD 05019 SCHENECTADY ROUTE 523 TX FREEPORT $4,183 $1,561 $5,744.79 INTERNATIONAL CUST. TOTAL 13,916 577 577 4,251 19,322.70 60789 SCHULLER P O BOX 5130 WV VIENNA $1,471 $1,471.87 INTERNATIONAL CUST. TOTAL 1,471 1,471.87 83272 SCM CHEMICALS C/O TN MEMPHIS $3,688 $3,688.00 CONTINENTAL TRAFFIC CUST. TOTAL 3,688 3,688.00
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TOTAL S.C. CUST# CUSTOMER ADDRESS ST. CITY 0-TO-30 31-TO-60 61-TO-90 OVER 90 BAL-DUE - ---- ----- -------- ------- --- ---- ------- -------- -------- ------- ------- 60109 SCOT LUBRICANTS 1715 E TREMONT STREET PA ALLENTOWN $168 $168.00 CUST. TOTAL 168 168.00 10540 SCOTFORD/CO/SHELL CANADA 75 WINFORD DRIVE ON DON MILLS $6,005 $602 $6,607.50 CUST. TOTAL 6,005 602 6,607.50 58207 SCOTT LABS INC 16841 PARK CIRCLE DR OH CHAGRIN FALLS $247 $55 $302.50 CUST. TOTAL 247 55 302.50 89430 SCOTT PAPER CO NORTHWEST OPERATIONS WA EVERETT $2,480 $2,480.60 CUST. TOTAL 2,480 2,480.60 26424 SCOTT PAPER COMPANY P O BOX 9010 PA PHILADELPHIA $2,297 $137 $6,781 $9,217.13 CUST. TOTAL 2,297 137 6,781 9,217.13 84731 SEA-PRO BOATS INC 769 CHARPIN RD SC CHAPIN $150 $150.00 CUST. TOTAL 150 150.00 05066 SEALED AIR CORPORATION OLD SHERMAN TURNPIKE CT DANBURY $137 $27- $110.00 CUST. TOTAL 137 27 110.00 73620 SEALMASTER MANUFACTURING P O BOX 282 PA HILLSVILLE $654 $981 $1,635.00 CUST. TOTAL 654 981 1,635,00 53493 SEALRIGHT COMPANY INC 4209 EAST NOAKES STREET CA CITY OF COMMER $120 $120.00 CUST. TOTAL 120.00 67562 SEELER INDUSTRIES 2000 N BROADWAY STREET IL JOLIET $3,067 $3,067.00 CUST. TOTAL 3,067 3,067.00 85738 SEGO P O BOX 3526 OR PORTLAND $381 $381.40 CUST. TOTAL 381 381.40 56251 SELECTIVE COATINGS INC 5008 INDUSTRIAL BLVD NJ FARMINGDALE $1,692 $1,692.00 CUST. TOTAL 1,692 1,692.00 78125 SERVICE COATINGS INC 15600 LATHOP STREET IL HARVEY $165 $220 $55 82 $522.50 CUST. TOTAL 165 220 55 82 522.50 57880 SERVICES TMG 3400 CHEMIN DUCOLUMB PQ ST HONORE $217- $217.63- CUST. TOTAL 217 217.63- 85163 SFPP L T 888 S FIGUEROA STREET CA LOS ANGELES $1,536 $1,536.33 CUST. TOTAL 1,536 1,536.33 01442 SHAKESPEARE COMPANY P O BOX 733 SC NEWBERRY $27 $342 $370.00 CUST. TOTAL 27 342 370.00 78937 SHANNON CHEMICAL CORP 602 JEFFERS CIRCLE PA EXTON $413 $413.00 CUST. TOTAL 413 413.00 02778 SHARON TUBE COMPANY 134 MILL STREET PA SHARON $253 $253 $507.56 CUST. TOTAL 253 253 507.56
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TOTAL S.C. CUST# CUSTOMER ADDRESS ST. CITY 0-TO-30 31-TO-60 61-TO-90 OVER 90 BAL-DUE - ---- ----- -------- ------- --- ---- ------- -------- -------- ------- ------- 63539 SHEBOYGAN PAINT CO INC HWY 100 & SECOND ST GA CEDARTOWN $906 $906.35 CUST. TOTAL 906 906.35 76642 SHELL CANADA 6010 NOTRE DAME STREET E PQ MONTREAL $2,998 $2,998.25 CUST. TOTAL 2,998 2,998.25 16629 SHELL CHEMICAL COMPANY P O BOX 6249 CA CARSON $247 $1,553 $1,800.50 81341 SHELL CHEMICAL COMPANY 20945 S WILMINGTON AVE CA CARSON $672 $672.00 73640 SHELL CHEMICAL COMPANY BOX 500 ATT SHIPPING DEP LA GEISMAR $27 $110 $900 $1,037.50 78484 SHELL CHEMICAL COMPANY P O BOX 10 LA NORCO $397 $397.00 73830 SHELL CHEMICAL COMPANY 111 STATE STREET NJ SEWAREN $165 $165.00 73550 SHELL CHEMICAL COMPANY P O BOX 4444 TX DEER PARK $1,279 $1,279.00 74394 SHELL CHEMICAL COMPANY P O BOX 2633 TX DEER PARK $302 $577 $880.00 63357 SHELL CHEMICAL COMPANY P O BOX 1876 TX HOUSTON $6,060 $4,852 $4,079 $14,991.56 73780 SHELL CHEMICAL COMPANY P O BOX 1876/ATT FRT ACC TX HOUSTON $57,138 $979 $1,500 $59,618.23 77088 SHELL CHEMICAL COMPANY P O BOX 3105 TX HOUSTON $3,769 $3,769.99 89676 SHELL CHEMICAL COMPANY P O BOX 3105 TX HOUSTON $4,994 $4,994.00 CUST. TOTAL 63,638 13,462 397 12,106 89,604.78 14020 SHELL DEVELOPMENT COMPANY P O BOX 1382 TX HOUSTON $2,845 $35 $2,880.60 CUST. TOTAL 2,845 35 2,880.60 71413 SHELL OIL COMPANY 1622 E SEPULVEDA BLVD CA CARSON $55 $55.00 00712 SHELL OIL COMPANY P O BOX 711 CA MARTINEZ $2,062 $566 $76,034 $78,663.25 56616 SHELL OIL COMPANY P O BOX 262 IL WOOD RIVER $2,719- $2,719.30- 22501 SHELL OIL COMPANY P O BOX 7400 LA METAIRIE $1,467 $1,467.92 67075 SHELL OIL COMPANY HWY 61 & RIVER ROAD LA NORCO $1,485 $1,485.00 54721 SHELL OIL COMPANY P O BOX 68 NJ SEWAREN $1,707 $1,707.64 73530 SHELL OIL COMPANY 2982 WASHINGTON BLVD OH BELPRE $2,886 $347 $3,234.00 02769 SHELL OIL COMPANY C/O GORDON TERMINAL PA MCKEES ROCKS $990- $990.86- 64591 SHELL OIL COMPANY P O BOX 100 TX DEER PARK $4,077 $4,077.00 20865 SHELL OIL COMPANY P O BOX 2463 TX HOUSTON $622 $622.83 72452 SHELL OIL COMPANY P O BOX 2463 TX HOUSTON $3,311 $3,311.89 73760 SHELL OIL COMPANY P O BOX 4408/EDI BILLING TX HOUSTON $24,974 $2,606 $1,292- $26,298.35 75337 SHELL OIL COMPANY P O BOX 4787 TX HOUSTON $1,453 $944 $75 $2,472.00 76581 SHELL OIL COMPANY P O BOX 3105/TONI MURPHY TX HOUSTON $5,365 $5,365.00 78048 SHELL OIL COMPANY P O BOX 4408 TX HOUSTON $31,525 $7,468 $137 $10,638 $49,770.12 81351 SHELL OIL COMPANY P O BOX 4408 TX HOUSTON $7,254 $7,254.00 CUST. TOTAL 78,473 15,867 1,144- 88,877 182,073.84 50636 SHELL WESTERN E & P INC BOX 150 CA COALINGA $45 $45.00 55319 SHELL WESTERN E & P INC P O BOX 4632 TX HOUSTON $2,606 $2,606.32 CUST. TOTAL 2,651 2,651.32 73800 SHENANGO INC 200 NEVILLE ROAD PA PITTSBURGH $2,252 $876 $3,128.60 CUST. TOTAL 2,252 876 3,128.60 73720 SHEPHERD CHEMICAL COMPANY 2803 HIGHLAND AVE 0H CINCINNATI $1,180 $1,180.88 CUST. TOTAL 1,180 1,180.88 04754 SHEREX CHEMICAL COMPANY P O BOX 646 OH DUBLIN $2,097 $2,097.00 CUST. TOTAL 2,097 2,097.00
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S.C. CUST # CUSTOMER ADDRESS ST. CITY 0-TO-30 31-TO-60 61-TO-90 OVER-90 TOTAL BAL-DUE - ---- ------ -------- ------- --- ---- ------- -------- -------- ------- ------------- 53960 SHERMAN HEATING OIL P O BOX 206 DE MILTON $424- $245.25- CUST. TOTAL 245- 245.25- 09175 SHERWIN WILLIAMS 1450 SHERWIN CA EMERYVILLE $330 $330.00 COMPANY AVENUE 50665 SHERWIN WILLIAMS 11700 S IL CHICAGO $82 $27 $110.00 COMPANY COTTAGE GROVE AVE 08303 SHERWIN WILLIAMS BOGGS LANE KY RICHMOND $247 $247.50 COMPANY SOUTH 20436 SHERWIN WILLIAMS 2325 HOLLINS MD BALTIMORE $310 $302 $36 $649.17 COMPANY FERRY ROAD 22090 SHERWIN WILLIAMS 1025 HOWARD NC GREENSBORO $247 $110 $275 $632.50 COMPANY STREET 73740 SHERWIN WILLIAMS 113 NC GREENSBORO $106 $55 $805 $966.50 COMPANY STAGECOACH TRAIL 73940 SHERWIN WILLIAMS 2802 W MILLER TX GARLAND $340 $45 $302 $582 $1,270.00 COMPANY RD CUST. TOTAL 1,664 540 577 1,424 4,205.67 83645 SHERWIN WILLIAMS CO 2150 W SAND FL ORLANDO $45 $45 $90.00 LAKE RD CUST. TOTAL 45 45 90.00 18868 SHERWOOD MEDICAL HOOK ROAD/ NY ARGYLE $55 $55.00 INDUSTR P O BOX 147 CUST. TOTAL 55 55.00 65130 SHINTECH 5618 HWY 332 TX FREEPORT $4,088 $292 $4,380.00 EAST CUST. TOTAL 4,088 292 4,380.00 56088 SHRIEVE CHEMICAL 1717 TX WOODLAND $1,339 $1,339.50 COMPANY WOODSTEAD COURT CUST. TOTAL 1,339 1,339.50 51274 SHU CHEM INC P O BOX 159 TX MANVEL $120 $40 $40 $200.00 CUST. TOTAL 120 40 40 200.00 80156 SICO INC 2505 AV DE LA PQ LONGUEUIL $851 $851.19 METROPOLE CUST. TOTAL 851 851.19 54666 SIDNEY COAL COMPANY P O BOX 299 KY SIDNEY $110 $1,743 $1,853.00 CUST. TOTAL 110 1,743 1,853.00 22154 SILGAN PLASTICS CORP. P O BOX 405 CT DEEP RIVER $3,787 $3,787.24 CUST. TOTAL 3,787 3,787.24 90174 SIMPLOT SOILBUILDERS P O BOX 10004 WA YAKIMA $120 $120.00 CUST. TOTAL 120 120.00 16111 SIMPSON PAPER COMPANY RIVER & PA MIQUON $52 $52.52 MANOR RD 07596 SIMPSON PAPER COMPANY P O BOX 129 VT GILMAN $27 $27.50 CUST. TOTAL 80 80.02 82507 SIMS WAREHOUSE 714 CHATT. AVE GA DALTON $55 $55.00 CUST. TOTAL 55 55.00 63015 SLACK CHEMICAL 465 SO CLINTON NY CARTHAGE $27 $27.50 COMPANY ST CUST. TOTAL 27 27.50 65747 SLOSS INDUSTRIES CORP P O BOX 5327 AL BIRMINGHAM $165 $165.00 CUST. TOTAL 165 165.00
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S.C. CUST # CUSTOMER ADDRESS ST. CITY 0-TO-30 31-TO-60 61-TO-90 OVER-90 TOTAL BAL-DUE - ---- ------ -------- ------- --- ---- ------- -------- -------- ------- ------------- 87930 SNOWDEN ENTERPRISES 3257 EAST CA FRESNO $340 $340.80 CENTRAL CUST. TOTAL 340 340.80 50401 SNPE NORTH AMERICA INC 103 CARNEGIE NJ PRINCETON $285 $285.50 CENTER CUST. TOTAL 285 285.50 13298 SOCO WESTERN CHEM 3270 E CA LOS ANGELES $82 $55- $27.50 CORP WASHINGTON BLVD CUST. TOTAL 82 55- 27.50 86630 SOFECIA S A 2 STAMFORD CT STAMFORD $786 $786.00 LANDING 87606 SOFECIA S A 10 WESTPORT CT WILTON $1,312 $810 $3,646 $5,769.54 ROAD 24660 SOFECIA S A 920 STATE NJ PERTH AMBOY $180 $180.00 STREET CUST. TOTAL 1,312 810 4,612 6,735.84 22874 SOLLIDAY OIL COMPANY P O BOX 7 MD HAGERSTOWN $168- $168.60- CUST. TOTAL 168- 168.60- 89084 SOLVAY AUTOMOTIVE C/O E I DUPONT IN SOUTH BEND $913 $1,080 $1,994.42 CUST. TOTAL 913 1,080 1,994.42 89796 SOLVA MINERALS WEST VACO RD WY GREEN RIVER $180 $180.00 CUST. TOTAL 180 180.00 02551 SOLVENTS & CHEMICALS 4704 SHANK TX PEARLAND $126 $126.00 ROAD 84994 SOLVENTS & CHEMICALS 242 DIVIDEND TX MIDLOTHIAN $188 $188.00 INC AVE CUST. TOTAL 314 314.00 23215 SOLVOX MFG COMPANY 11725 WEST WI MILWAUKEE $2,052 $2,052.00 FAIRVIEW AVE CUST. TOTAL 2,052 2,052.00 61785 SONOCO PRODUCTS 4858 OLD DIXIE GA FOREST PARK $748 $748 $1,496.80 COMPANY ROAD 76070 SONOCO RPODUCTS I-85 NORTH 2ND SC HARTSVILLE $1,367 $1,367.95 COMPANY STREET 88854 SONOCO PRODUCTS 1925 COUNTRY TX CARROLLTON $137 $137.50 COMPANY CLUB CUST. TOTAL 2,116 748 137 3,002.25 66946 SONY MAGETIC PRODUCTS RT 4 BOX 278 W TX LAREDO $557 $27 $585.00 NC CUST. TOTAL 557 27 585.00 53389 SORG PAPER COMPANY 901 OH MIDDLETOWN $2,682 $884 $3,566.22 MANCHESTER STREET CUST. TOTAL 2,682 884 3,566.22 00101 SOUTEX WORKS 624 W NC MOUNT HOLLY $55 $55 $110.00 CATAWBA AVE CUST. TOTAL 55 55 110.00 09544 SOUTH ATLANTIC 3527 HWY 421 NC WILMINGTON $3,038 $27 $3,065.99 SERVICES NORTH CUST. TOTAL 3,038 27 3,065.99 76530 SOUTH COAST TERMINALS P O BOX 15535 TX HOUSTON $82 $82.50 CUST. TOTAL 82 82.50 76660 SOUTHCHEM P O BOX 1491 NC DURHAM $3,409 $134 $134 $3,677.60 INCORPORATED CUST. TOTAL 3,409 134 134 3,677.60
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S.C. CUST # CUSTOMER ADDRESS ST. CITY 0-TO-30 31-TO-60 61-TO-90 OVER-90 TOTAL BAL-DUE - ----------- -------- ------- --- ---- ------- -------- -------- ------- ------------- 02089 SOUTHDOWN 425 SOUTH CA INGLEWOOD $5,430 $2,967 $664- $7,733.98 ENVIRONMENTAL ISIS AVENUE CUST. TOTAL 5,430 2,967 664- 7,733.98 86299 SOUTHERN CALIF 620 S RAYMOND CA ALHAMBRA $385 $385.00 EDISON AVENUE 85219 SOUTHERN CALIF P O BOX 3853 CA SAN FRANCISCO $165 $225 $316 $707.40 EDISON CO CUST. TOTAL 550 225 316 1,092.40 12689 SOUTHERN COATINGS P O BOX 160 SC SUMTER $137 $137.50 & CHEM CUST. TOTAL 137 137.50 85979 SOUTHERN COTTON OIL P O BOX 5727 AR N LITTLE ROCK $593 $593.00 CUST. TOTAL 593 593.00 71625 SOUTHERN COUNTIES 1825 W CA ORANGE $2,306 $998 $3,304.50 OIL CO COLLINS ST CUST. TOTAL 2,306 998 3,304.50 75010 SOUTHERN MERCERIZING DRAWER H NC TRYON $353 $353.89 CUST. TOTAL 353 353.89 63150 SOUTHERN PACIFIC 19700 SLOVER CA BLOOMINGTON $521 $521.00 TRANS CO CUST. TOTAL 521 521.00 53065 SOUTHWEST 539 SOUTH AZ MESA $220 $220.00 DISTRIBUTING DREW STREET CUST. TOTAL 220 220.00 23669 SOUTHWEST SOLVENTS 11235 F M 529 TX HOUSTON $1,204 $502 $555 $145 $2,406.95 & CHE CUST. TOTAL 1,204 502 555 145 2,406.95 80875 SPADARD INTERNATIONAL 156-15 146TH NY JAMAICA $155 $155.00 SE AVENUE CUST. TOTAL 155 155.00 65611 SPARTAN ADHESIVES ROUTE 176 IL CRYSTAL LAKE $55 $55.00 CUST. TOTAL 55 55.00 02264 SPAULDING COMPOSITES 1300 SO 7TH IL DE KALB $2,471 $2,471.00 CO ST/PO BOX 86 CUST. TOTAL 2,471 2,471.00 63270 SPECIALTY MINERALS 260 COLUMBIA MA ADAMS $165 $165.00 INC. STREET CUST. TOTAL 165 165.00 89014 SPINIELLO LIMITED INC 657 NEW YORK PA ROCHESTER $137 $137.50 AVE CUST. TOTAL 137 137.50 71380 ST JOE PAPER COMPANY HIGHWAY 98 FL PORT ST JOE $6,210 $6,210.00 CUST. TOTAL 6,210 6,210.00 03765 ST LAWRENCE CHEMICAL 3055 JARROW ON MISSISSAUGA $110 $715 $825.00 LTD ROAD 65709 ST LAWRENCE CHEMICAL 19201 CLARK PQ BAIE DURFE $192 $481 $673.54 LTD GRAHAM AVENUE 05482 ST LAWRENCE CHEMICAL 325 HYMUS PQ POINTE CLAIRE $82 $82.50 LTD BLVD CUST. TOTAL 82 302 1,196 1,581.04 64215 ST LAWRENCE RESIN 82 FISH ON CAYUGA $1,051 $165 $1,134 $2,350.70 PRODUC CARRIER STREET CUST. TOTAL 1,051 165 1,134 2,350.70
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S.C. CUST # CUSTOMER ADDRESS ST. CITY 0-TO-30 31-TO-60 61-TO-90 OVER-90 TOTAL BAL-DUE - ----------- -------- ------- --- ---- ------- -------- -------- ------- ------------- 82377 ST LOUIS COUNTY WATER CENTRAL PLT #3 MO CHESTERFIELD $27 $82 $110.00 CUST. TOTAL 27 82 110.00 83012 ST NICHOLAS CO S P O BOX 71 PA SHENANDOAH $704 $704.59 CUST. TOTAL 704 704.59 89724 ST SERVICES 2941 NAVY CA STOCKTON $608 $608.00 DRIVE CUST. TOTAL 608 608.00 61141 STAFLEX SPECIALTY MIDDLESEX NJ CARTERET $175- $175.00- ESTERS AVENUE CUST. TOTAL 175- 175.00- 01954 STAHL USA P O BOX 3039 MA PEABODY $82 $82.50 CUST. TOTAL 82 82.50 88851 STALER TISSUE CO 54 MAPLE ME AUGUSTA $1,035 $1,035.50 STREET CUST. TOTAL 1,035 1,035.50 87197 STANADYNE AUTOMOTIVE 230 CLARKS NC WASHINGTON $1,082 $1,082.28 COR NECK ROAD CUST. TOTAL 1,082 1,082.28 73867 STANCHEM INC 43 JUTLAND ON ETOBICOKE $537 $537.79 ROAD CUST. TOTAL 537 537.79 07944 STANCHEM OF CANADA INC 2900 J P PQ LACHINE $27- $27.50- DESCHAMPS CUST. TOTAL 27- 27.50- 70953 STANDARD CHLORINE P O BOX 1145/ NY BUFFALO $6,052 $1,150 $1,232- $5,970.00 UNI-PAY DEP CUST. TOTAL 6,052 1,150 1,232- 5,970.00 76409 STAR ENTERPRISE RIVER ROAD LA CONVENT $55 $1,417 $1,472.00 71626 STAR ENTERPRISE P O BOX 674414 TX HOUSTON $8,086 $92 $573 $8,753.11 74513 STAR ENTERPRISE NORTH END OF TX PORT ARTHUR $1,057 $1,057.00 HOUSTON AVE CUST. TOTAL 9,143 147 1,990 11,282.11 14263 STATE INDUSTRIES BYPASS ROAD/ TN ASHLAND CITY $55 $55.00 HWY 49-S CUST. TOTAL 55 55.00 78050 STELCO INC P O BOX 2030/ ON HAMILTON $4,287 $6,591 $1,356 $12,234.93 CODE 22-072 CUST. TOTAL 4,287 6,591 1,356 12,234.93 57464 STEPAN CANADA INC P O BOX 307 ON ORILLIA $135 $55- $80.00 CUST. TOTAL 135 55- 80.00 06419 STEPAN COMPANY P O BOX 687 GA WINDER $498 $467 $745 $1,711.75 78190 STEPAN COMPANY RR #1 IL ELWOOD $5,710 $1,746 $935 $56 $8,447.25 04907 STEPAN COMPANY EDENS & IL NORTHFIELD $2,339 $136 $310 $2,785.47 WINNETKA RD 64096 STEPAN COMPANY 4TH & NJ BORDENTOWN $182 $182 $26 $390.00 BURLINGTON ST 65455 STEPAN COMPANY 4TH STREET NJ FIELDSBORO $467 $24 $491.50 65465 STEPAN COMPANY 100 WEST NJ MAYWOOD $110 $310 $420.00 HUNTER AVENUE CUST. TOTAL 8,840 1,928 2,006 1,471 14,245.97
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TOTAL S.C. CUST# CUSTOMER ADDRESS ST. CITY 0-TO-30 31-TO-60 61-TO-90 OVER 90 BAL-DUE - ---- ----- -------- ------- --- ---- ------- -------- -------- ------- ------- 75031 STEPAN MEXICO S A P O BOX 2027 TX BROWNSVILLE $4,325 $6,260 $10,585.99 CUST. TOTAL 4,325 6,260 10,585.99 15656 STERLING ORGANICS US 33 RIVERSIDE AVENUE NY RENSSELAER $4,201 $4,393 $8,594.50 CUST. TOTAL 4,201 4,393 8,594.50 85829 STERLING WINTHROP RT 206 & HILLSBORO RD NJ BELLE MEAD $82 $55- $27.50 CUST. TOTAL 82 55- 27.50 13524 STEWARD & STEVENSON OPER WITCO GOLDEN BEAR REFINE CA OILDALE $7,825 $7,825.10 CUST. TOTAL 7,825 7,825.10 05076 STOCKHAUSEN INC 2408 DOYLE STREET NC GREENSBORO $1,058 $1,058.00 CUST. TOTAL 1,058 1,058.00 70227 STOLLER CHEMICAL CO 8582 KATY FREEWAY TX HOUSTON $100 $100.00 CUST. TOTAL 100 100.00 67555 STOLT NEILSON INC 285 DAVIDSON AVENUE NJ SOMERSET $37,938 $31,652 $2,721 $5,430 $77,742.15 83816 STOLT NEILSON INC INTERNATIONAL BILLING ON NJ SOMERSET $3,032 $6,243 $1,786 $8,280 $19,341.40 89314 STOLT NEILSON INC C/0 ZENECA AGROCHEMICALS TN MOUNT PLEASANT $195 $195.00 57565 STOLT NEILSON INC INTERNATIONAL BILLING ON TX HOUSTON $2,605 $800 $327- $207- $2,871.36 CUST. TOTAL 43,575 38,890 4,180 13,503 100,149.91 82053 STONE CONSOLIDATED INC 891 MAIN STREET NB BATHURST $58 $58.85 CUST. TOTAL 58 58.85 07194 STONE CONTAINER CORP 500 NORTH 4TH STREET OH COSHOCTON $1,749 $1,749.00 10734 STONE CONTAINER CORP OLD GEORGETOWN ROAD SC FLORENCE $1,036 $322 $1,358.00 22224 STONE CONTAINER CORP P O BOX 201 VA HOPEWELL $210 $210.00 CUST. TOTAL $1,959 1,036 322 3,317.00 77392 STORA PAPYRUS NEWTON FAL 1 MAIN STREET NY NEWTON FALLS $41 $41.25 CUST. TOTAL 41 41.25 08948 STREET INDUSTRIES INC P O BOX 6509 MO SAINT LOUIS $556 $1,952 $2,508.00 CUST. TOTAL 556 1,952 2,508.00 23683 STRICK CORPORATION R D # 3 BOX 54 PA HUGHESVILLE $55 $55.00 CUST. TOTAL 55 55.00 02921 SULCO CHEMICALS LTD P O BOX 126 ON ELMIRA $247 $247.50 CUST. TOTAL 247 247.50 59597 SUMITRANS CORP/SUMITOMO 1981 MARCUS AVENUE NY LAKE SUCCESS $1,527 $1,527.50 CUST. TOTAL 1,527 1,527.50 82321 SUMMIT ENVIRONMENTAL COR 3033 W MISSION RD CA ALHAMBRA $74,435 $74,435.82 CUST. TOTAL 74,435 74,435.82 08890 SUMMIT RESOURCE 6325 CONSTITUTION DR IN FORT WAYNE $4,821 $3,059 $572 $8,453.13 CUST. TOTAL 4,821 3,059 572 8,453.13
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TOTAL S.C. CUST# CUSTOMER ADDRESS ST. CITY 0-TO-30 31-TO-60 61-TO-90 OVER 90 BAL-DUE - ---- ----- -------- ------- --- ---- ------- -------- -------- ------- ------- 0 75070 SUN BELT ROCK HILL INDUSTRIAL PAR SC ROCK HILL $4,552 $2,276 $6,828.57 CUST. TOTAL 4,552 2,276 6,828.57 81160 SUN CHEMICAL COMPANY P O BOX 920 MA NORWOOD $754 $996 $1,750.80 04530 SUN CHEMICAL COMPANY 4925 EVANSTON AVENUE MI MUSKEGON $1,897 1,897.50 20684 SUN CHEMICAL COMPANY 4526 CHECKERING AVENUE OH CINCINNATI $27 $27.50 53448 SUN CHEMICAL COMPANY 1380 FORD STREET OH MAUMEE $725 $725.00 64273 SUN CHEMICAL COMPANY P O BOX 569 TN DICKSON $950 $950.00 CUST. TOTAL $781 996 3,572 5,350.80 02489 SUN COMPANY INC P O BOX 3539 OK TULSA $392 $392.00 21509 SUN COMPANY INC DEL AVE & GREEN ST PA MARCUS HOOK $684 $26 $710.00 69874 SUN COMPANY INC P O BOX 426 PA MARCUS HOOK $1,517 $478 $475 $2,470.54 79410 SUN COMPANY INC P O BOX 1225 PA MARCUS HOOK $43,874 $7,445 $1,589 $4,587 $57,496.71 83786 SUN COMPANY INC 5145 SIMPSON FERRY RD PA MECHANICSBURG $1,389 $1,389.91 05896 SUN COMPANY INC 1801 MARKET STREET PA PHILADELPHIA $10,251 $1,250 $1,856 $13,358.28 22561 SUN COMPANY INC P O BOX 13812 PA PHILADELPHIA $8,438 $406 $8,844.67 CUST. TOTAL 66,154 9,174 1,615 7,717 84,662.11 86444 SUNPETROCHEMICALS CO BOX 69 PA BEAVER $597 $597.60 CUST. TOTAL 597 597.60 89467 SUN PINE COMPANY 331 WEST JASPER MS MS BRANDON $120 $120.00 CUST. TOTAL 120 120.00 82766 SUN PIPE LINE COMPANY P O BOX 2086 PA SINKING SPRING $826 $826.00 CUST. TOTAL 826 826.00 89263 SUNBURY COMPONENT IND IN 707 WEST CHERRY ST OH SUNBURY $55 $2,046 $1,768 $3,869.00 CUST. TOTAL 55 2,046 1,768 3,869.00 50019 SUNOCO PRODUCTS COMPANY FT OF SARGENT STREET MA HOLYOKE $82 $82.50 CUST. TOTAL 82 82.50 89957 SUNRISE UTILITY 8700 SW 19TH PLACE FL FORT LAUDERDAL $165 $165.00 CUST. TOTAL 165 165.00 79356 SUNSHINE QUALITY PRODUCT P O BOX 197 PA FRACKVILLE $27 $27.50 CUST. TOTAL 27 27.50 83757 SUPER BOND 3320 COLLINS STREET PA PHILADELPHIA $247 $247.50 CUST. TOTAL 247 247.50 00871 SUPER TECH PRODUCTS INC 25-44 BOROUGH PLACE NY WOODSIDE $1,662 $1,662.20 CUST. TOTAL 1,662 1,662.20 86734 SURFACTANT TECHNOLOGY 328 W 11TH STREET FL RIVIERA BEACH $30- $30.00 CUST. TOTAL 830 830.00 81266 SURFACTANT TECHNOLOGY 328 W 11TH STREET FL RIVIERA BEACH $30- $30.00- CUST. TOTAL 30- 30.00-
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S.C. CUST# CUSTOMER ADDRESS ST. CITY 0-TO-30 31-TO-60 61-TO-90 OVER 90 TOTAL BAL-DUE - ---- ----- -------- ------- --- ---- ------- -------- -------- ------- ------------- 04062 SURPASS CHEMICAL LTD 36 UPTON ROAD ON SCARBOROUGH $1,972 $2,805 $4.777.980 07975 SURPASS CHEMICAL LTD 1100-250 CONSUMERS ON WILLOWDALE $9,040 $452 $479 $7,394 $17,366.40 ROAD CUST. TOTAL 11,012 452 479 10,200 22,144.38 62046 SUTTON LABORATORIES INC 116 SUMMIT AVENUE NJ CHATHAM $32 $32.00 CUST. TOTAL 32 32.00 65023 SUTTONS INTL (N A) INC 25 S MAIN ST/ NJ EDISON $9,716 $6,457 $3,565 $3,022 $22,761.56 SUITE 10 CUST. TOTAL 9,716 6,457 3,565 3,022 22,761.56 53526 SWANK CONSTRUCTION CO P O BOX 21 PA NEW KENSINGTO N $45 $45.00 CUST. TOTAL 45 45.00 62067 SWEETHEART CUP CORP 10100 REISTERTOWN MD OWINGS MILLS $55 $55.00 ROAD CUST. TOTAL 55 55.00 09134 SYBRON CORPORATION P O BOX 66 NJ BIRMINGHAM $45 $3,349 $555 $3,949.31 CUST. TOTAL 45 3,349 555 3,949.31 20365 SYNAIR CORPORATION 2003 AMNICOLA TN CHATTANOOGA $217 $217.50 HIGHWAY CUST. TOTAL 217 217.50 00699 SYNDET PRODUCTS 201 BOSTON CT BOLTON $55 $27 $82.50 TURNPIKE CUST. TOTAL 55 27 82.50 85005 SYNERGISTICS 10 RUCKLE AVE NJ FARMINGDALE $1,506 $1,506.00 CUST. TOTAL 1,506 1,506.00 83316 SYNERGISTICS/CARY WEST RT 23 BOX 100 TX CONROE $1,317 $212 $275 $1,804.00 CUST. TOTAL 1,317 212 275 1,804.00 86500 SYNTHETIC PRODUCTS CO 301 BARNUM AVE CT STRATFORD $27 $1,201 $1,229.00 CUTOFF CUST. TOTAL 27 1,201 1,229.00 80993 SYSTECH LYNDALE ROAD IN GREENCASTLE $247- $247.50- CUST. TOTAL 247- 247.50- 22099 SYSTECH CORPORATION S CEMENT ROAD KS FREDONIA $420 $134 $554.50 CUST. TOTAL 420 134 554.50 26171 T & T CHEMICAL COMPANY 1160 GRANVILLE OH NEWARK $5,120 $1,179 $6,299.50 ROAD CUST. TOTAL 5,120 1,179 6,299.50 89530 T C I INC RD #3 BOX 153T NY HUDSON $1,500 $1,500.50 CUST. TOTAL 1,500 1,500.50 90132 T D S I 550 WATER ST FL JACKSONVILLE $9,733 $9,733.80 55329 T D S I 100 N CHARLES STREET MD BALTIMORE $8,892 $4,142- $4,750.04 80596 T D S I 1525 ANDRE STREET MD BALTIMORE $27 $722 $750.00 56884 T D S I 26TH & MOORE STREETS PA PHILADELPHIA $2,392 $2,392.19 CUST. TOTAL 18,626 1,028- 17,626.03
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S.C. CUST# CUSTOMER ADDRESS ST. CITY 0-TO-30 31-TO-60 61-TO-90 OVER 90 TOTAL BAL-DUE - ---- ----- -------- ------- --- ---- ------- -------- -------- ------- ------------- 77369 T G SODA ASH INC P O BOX 30321 NC RALEIGH $74 $74.80 CUST. TOTAL 74 74.80 75448 TAMARACK FARMS DAIRY 1701 TAMARACK OH NEWARK $27 $27.50 CUST. TOTAL 27 27.50 25814 TANNER CHEMICAL 9 FURMAN HALL CT SC GREENVILLE $526 $526.00 COMPANY CUST. TOTAL 526 526.00 05977 TARKETT INCORPORATED 1139 LEIGH AVENUE PA WHITEHAL $1,114 $2,228 $3,342.00 CUST. TOTAL 1,114 2,228 3,342.00 84324 TAYLOR CHEMICAL CO 1029 PROGRESS CIRCLE GA LAWRENCEVILLE $137 $137.50 CUST. TOTAL 137 137.50 89221 TAYLOR MINSTER 201 VANDERPOOL TX HOUSTON $575 $575.00 LANE #75 CUST. TOTAL 575 575.00 78478 TECHNI THERM INC 3330 MARLEAU AVE ON CORNWALL $969 $969000 CUST. TOTAL 969 969.00 60138 TECHNICAL CHEMICAL CO 10737 SPANGLER ROAD TX DALLAS $120 $120.00 CUST. TOTAL 120 120.00 10102 TECHNICAL COATINGS CO 57 EAST CENTRE STREET NJ NUTLEY $165 $165.00 CUST. TOTAL 165 165.00 03658 TECHNICAL PRODUCTS P O BOX 7607 VA PORTSMOUTH $604 $604.25 CUST. TOTAL 604 604.25 10109 TECHNICOTE INCORPORATED 3200 N 25TH STREET IN TERRE HAUTE $55 $55.00 CUST. TOTAL 55 55.00 25658 TECTRONICS P O BOX 1600 OR BEAVERTON $8,414 $6,151 $14,565.60 CUST. TOTAL 8,414 6,151 14,565.60 65618 TEDIA CORP 2930 SYMMES ROAD OH FAIRFIELD $225 $225.00 CUST. TOTAL 225 225.00 02199 TELEDYNE ALLVAC P O BOX 5031 NC MONROE $404 $404.80 CUST. TOTAL 404 404.80 88042 TEMPLE INLAND 540 E BARTON AVENUE AR W MEMPHIS $27 $27.50 CUST. TOTAL 27 27.50 73299 TEMPLE-INLAND HIGHWAY 105 TX EVADALE $946 $946.00 FOREST PRO CUST. TOTAL 946 946.00 75556 TEMPO CHEMICALS INC 135-1A WEST MALL ON ETOBICOKE $2,431 $1,833 $565 $4,829.25 CUST. TOTAL 2,431 1,833 565 4,829.25 27304 TERRA CHEMICALS INTL 600 4TH STREET IA SIOUX CITY $5,025 $5,025.00 CUST. TOTAL 5,025 5,025.00
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S.C. CUST# CUSTOMER ADDRESS ST. CITY 0-to-30 31-TO-60 61-TO-90 OVER-90 TOTAL BAL-DUE - --- ----- -------- ------- -- ---- -------- -------- -------- ------ ------------- 51347 TETLEY INC 40 EAST HANOVER AVENUE NJ MORRIS PLAINS $8,986 $1,080 $2,244 $12,310.40 CUST. TOTAL..... 8,986 1,080 2,244 12,310.40 88802 TETRA TECHNOLOGIES P O BOX 73807 TX HOUSTON $1,421 $1,421.95 88934 TETRA TECHNOLOGIES TX INGLESIDE $2,083 $2,083.33 CUST. TOTAL..... 1,421 2,083 3,505.28 06053 TEXACO CHEMICAL COMPANY ROUTE 2/TULSA DIVISION IL SALEM $55 $55.00 00988 TEXACO CHEMICAL COMPANY 1401 DOUGLAS ROAD KS EL DORADO $55- $55.00- 31460 TEXACO CHEMICAL COMPANY P O BOX 219 TX CONROE $82 $82.50 05826 TEXACO CHEMICAL COMPANY P O BOX 27712 TX HOUSTON $65,125 $3,463 $6,167 $12,566 $87,322.55 CUST. TOTAL..... 65,262 3,463 6,167 12,511 87,405.05 72917 TEXACO INT TRADERS INC P O BOX 2550 TX BELLAIRE $1,070 $41 $1,111.75 CUST. TOTAL..... 1,070 41 1,111.75 80018 TEXACO LUBRICANTS CO P O BOX 4427 TX HOUSTON $3,916 $3,916.68 CUST. TOTAL..... 3,916 3,916.68 71628 TEXACO REF & MARKETING P O BOX 430 TX BELLAIRE $82 $491 $220 $946 $1,740.00 14070 TEXACO REF & MARKETING 780 CLINTON DRIVE TX GALENA PARK $2,657 $2,657.53 56940 TEXACO REF & MARKETING P O BOX 4785 TX HOUSTON $988 $416 $1,073 $2,478.02 79351 TEXACO REF & MARKETING P O BOX 4785 TX HOUSTON $44 $4,166 $4,210.38 CUST. TOTAL..... 2,784 5,645 636 2,020 11,085.93 07830 TEXAS EASTMAN COMPANY BOX 7444 TX LONGVIEW $4,844 $574 $5,418.80 CUST. TOTAL..... 4,844 574 5,418.80 02993 TEXAS GULF INC P O BOX 30321 NC RALEIGH $10,607 $3,991 $14,598.11 CUST. TOTAL..... 10,607 3,991 14,598.11 84771 TEXAS INDUSTRIES 245 WARD ROAD TX MIDLOTHIAN $2,386 $2,836.50 CUST. TOTAL..... 2,386 2,836.50 52400 TEXAS PETROCHEMICAL 8600 PARK PLACE BLVD TX HOUSTON $120 $120.00 CUST. TOTAL..... 120 120.00 78662 TEXAS PLASTICS INDUSTRIE P O BOX 4457 TX MIDLAND $125 $125.00 CUST. TOTAL..... 125 125.00 68105 TEXASGULF INC P O BOX 48 NC AURORA $18,059 $18,059.22 CUST. TOTAL..... 18,059 18,059.22 85066 TEXPAR ENERGY INC P O BOX 587 WI WAUKESHA $776 $776.00 CUST. TOTAL..... 776 776.00 81800 TEXTILE CHEMICAL CO P O BOX 13788 PA READING $3,286 $55 $27 $4,035 $7,404.81 CUST. TOTAL..... 3,286 55 27 4,035 7,404.81
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S.C. CUST# CUSTOMER ADDRESS ST. CITY 0-TO-30 31-TO-60 61-TO-90 OVER-90 TOTAL BAL-DUE - --- ----- -------- ------- --- ---- ------- -------- --------- ------- ------------- 04729 THATCHER CHEMICAL P O BOX 27407 UT SALT LAKE CITY $1,229 $2,080 $3,310.58 CUST. TOTAL.... 1,229 2,080 3,310.58 87174 THE DIAL CORPORATION 1850 NORTH CENTRAL AVE AZ PHOENIX 663 $663.04 60370 THE DIAL COPRORATION 6901 MCKISSOCK AVE MO SAINT LOUIS $165 $82 $8,609 $8,856.92 CUST. TOTAL..... 663 165 82 8,609 9,519.96 50880 THE INK COMPANY 1139 N W CARRIER PARKWAY TX GRAND PRAIRIE $55 $55.00 CUST. TOTAL..... 55 55.00 51307 THERMAL OXIDATION RAILROAD ROAD SC ROEBUCK $357 $357.50 CUST. TOTAL..... 357 357.50 59274 THERMALKEM INC RT 5 VERNSDALE ROAD SC ROCK HILL $247 $3,052 $3,299.50 CUST. TOTAL..... 247 3,052 3,299.50 50501 THERMOCLAD COMPANY 320 S W 27TH AVENUE FL OCALA $25 $25.00 CUST. TOTAL..... 25 25.00 09790 THIELE KAOLIN COMPANY HIGHWAY 296 NORTH GA WRENS $24 $24.00 CUST. TOTAL..... 24 24.00 90169 THOMAS & BETTS 8735 HAMILTON RD MS SOUTHAVEN $4,351 $4,351.70 CUST. TOTAL..... 4,351 4,351.70 68415 THOMAS BUILT BUSES 1408 COURTESY ROAD NC HIGH POINT $100 $40 $140.00 CUST. TOTAL..... 100 40 140.00 81681 THOMAS W DUNN CORP 9 VICTORIA TERRACE NJ RIDGEFIELD $210 $210.00 CUST. TOTAL..... 210 210.00 65806 THOMPSON CONSUMER ELECTR KEYSTONE INDUSTRIAL PARK PA DUNMORE $497- $497.46- CUST. TOTAL..... 497- 497.46- 85158 TIFFANY MARBLE CO HWY 311 SOUTH NC RANDLEMAN $220 $220.00 CUST. TOTAL..... 220 220.00 87022 TILLEY CHEMICAL 501 CHESAPEAKE PARK PLAZ MD BALTIMORE $539 $539.50 CUST. TOTAL..... 539 539.50 66143 TILLEY CHEMICAL CO INC P O BOX 3416 MD BALTIMORE $2,190 $2,190.90 CUST. TOTAL..... 2,190 2,190.90 88786 TIMKEN COMPANY C/O BANK OF BOSTON MA LEXINGTON $1,123 $1,123.88 00611 TIMKEN COMPANY 1835 DUEHER AVENUE OH CANTON $55 $55.00 64754 TIMKEN COMPANY HWY 29 SOUTH SC GAFFNEY $55 $55.00 CUST. TOTAL..... 55 55 1,123 1,233.88 89951 TIRA PRODUCTS 160 CIRCLE DRIVE NORTH NJ PISCATAWAY $60 $60.00 CUST. TOTAL..... 60 60.00 85333 TITANK AGENCIES USA INC 4606 FM 1960 WEST TX HOUSTON $79 $437 $516.45 CUST. TOTAL..... 79 437 516.45
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S.C. CUST# CUSTOMER ADDRESS ST. CITY 0-TO-30 31-TO-60 61-TO-90 OVER 90 TOTAL BAL-DUE - ---- ----- -------- ------- --- ---- ------- -------- -------- ------- ------------- C 87975 TOMEN AMERICA INC 444 MARKET CA SAN FRANCISCO $1,400 $1,400.56 STREET CUST. TOTAL 1,400 1,400.56 64116 TOPIDERM 155 KNICKERBOCKER NY BOHEMIA $27 $27.50 AVE CUST. TOTAL 27 27.50 13948 TDSCO SALONA WAY CA MARTINEZ $966 $966.80 CUST. TOTAL 966 966.80 86890 TOTAL DISTRIBUTION 106 EATONS NECK NY NORTHPORT $4,218 $454 $454 $5,127.10 SERVI ROAD CUST. TOTAL 4,218 454 454 5,127.10 66363 TOYOTA MOTORS 1001 CHERRY KY GEORGETOWN $1,017 $247 $1,265.00 MFG USA BLOSSOM WAY CUST. TOTAL 1,017 247 1,265.00 10686 TR-METRO CHEMICALS P O BOX 376 NJ RIDGEFIELD $1,202 $1,202.76 INC CUST. TOTAL 1,202 1,202.76 83008 TRADE SHARE BUILDING #77 NY BROOKLYN, KI $1,402 $1,402.50 CORPORATION FTZ #1 CUST. TOTAL 1,402 1,402.50 75364 TRADE WASTE #7 MOBILE IL SAUGET $275 $275.00 INCINERATION AVENUE CUST. TOTAL 275 275.00 19609 TRAFPAK NORTH 1225 NORTH LOOP TX HOUSTON $280 $280.00 AMERICA IN WEST CUST. TOTAL 280 280.00 89748 TRANS CHEM INC A/C BASF CORP LA BATON ROUGH $70 $70.00 POLYMERS D CUST. TOTAL 70 70.00 02297 TRANS CHEMICAL INC 419 EAST DE SOTO MO SAINT LOUIS $116 $116.40 CUST. TOTAL 116 116.40 62717 TRANS COASTAL P O BOX 80548 GA CHAMBLEE $505- $505.75- INDUSTRIES CUST. TOTAL 505- 505.75- 82460 TRANS GAS PIPE 718 PATERSON NJ CARLSTADT $768 $768.00 LINE CORP PLANK RAOAD CUST. TOTAL 768 768.00 82152 TRANS OCEAN 399 THORNALL STREET NJ EDISON $1,029 $1,029.50 CUST. TOTAL 1,029 1,029.50 87695 TRANS TRADE 33 WEST SLADE STREET IL PALATINE $10,531 $3,045 $306 $476 $14,358.60 CUST. TOTAL 10,531 3,045 306 476 14,358.60 86156 TRANSCHEM INC 3130 CROW CANYON CA SAN RAMON $527 $527.00 PLACE CUST. TOTAL 527 527.00 06700 TRANSCONTINENTAL 1144 E LINCOLN ST TX BROWNSVILLE $4,780 $4,780.00 FWG. CUST. TOTAL 4,780 4,780.00 54038 TRANSO ENVELOPE 6501 SAN FERNANDO CA GLENDALE $192 $192.00 COMPANY ROAD CUST. TOTAL 192 192.00
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TOTAL S.C. CUST# CUSTOMER ADDRESS ST. CITY 0-TO-30 31-TO-60 61-TO-90 OVER 90 TOTAL BAL-DUE - ---- ----- -------- ------- --- ---- ------- -------- -------- ------- ------------- 87608 TRANSOURCE POLYMERS, 275 WARNER AVENUE NY ROSLYN HEIGHTS $825 $825.00 INC CUST. TOTAL 825 825.00 81176 TRANSPORT LINK P O BOX 23341 IL CHICAGO $55 $55.00 CUST. TOTAL 55 55.00 68144 TRANSPORTATION P O BOX 4491 OR CLACKAMAS $642 $642.00 COST CONT CUST. TOTAL 642 642.00 21595 TRANSPORTERS 1808 MARKLEY TX LAREDO $180 $11,140 $11,320.00 QUIUNTANILL CUST. TOTAL 180 11,140 11,320.00 88753 TRANSPORTES LOPEZ JOSE ALVARADO MX MONTERREY, N.L. $100 $100.00 E HIJO NO 1000 CUST. TOTAL 100 100.00 81352 TRANSPORTES TRESA PA LIONVILLE $3,330 $14,040 $9,990 $27,360.00 S A DE CUST. TOTAL 3,330 14,040 9,990 27,360.00 03261 TREMCO MFG COMPANY 220 WICKSTEED AVE ON TORONTO $220 $220.00 CUST. TOTAL 220 220.00 26636 TRI ALLWASTE 50-C CAVEN POINT NJ JERSEY CITY $155 $155.00 AVENUE CUST. TOTAL 155 155.00 79802 TRI STATES 1936 GREENWOOD NJ HEWITT $1,080 $1,080.00 ENVIRONMENTAL LAKE TURN CUST. TOTAL 1,080 1,080.00 89810 TRIBOSPEC CORP 3550 ST PATRICK ST PQ MONTREAL $2,082 $2,082.50 CUST. TOTAL 2,082 2,082.50 50846 TRIMAC TRANSPORT P O BOX 3500 AB CALGARY $213 $213.08 SYSTEMS 67422 TRIMAC TRANSPORT P O BOX 488 ON SARNIA $750 $750.79 SYSTEMS CUST. TOTAL 963 963.87 03332 TRIMET TECHNICAL 2409 N CEDAR CREST PA ALLENTOWN $935 $935.04 PRODUCT BLVD CUST. TOTAL 935 935.04 C 86671 TRINITY CHEMICAL 8801 S YALE AVE OK TULSA $7,812 $10,003 $17,815.50 IND INC CUST. TOTAL 7,812 10,003 17,815.50 79858 TRU-TEST 823 W BLACKHAWK IL CHICAGO $82 $82.50 CUST. TOTAL 82 82.50 51130 TRUMBULL ASPHALT 12500 STOCKER MI DETROIT $1,038 $1,038.86 COMPANY 08663 TRUMBULL ASPHALT 1249 NEWARK NJ KEARNY $232 $232.50 COMPANY TURNPIKE CUST. TOTAL 1,038 232 1,271.36 84764 TRYLINE CO INC 1325 4TH AVE WA SEATLE $3,136 $3,136.80 CUST. TOTAL 3,136 3,136.80 77294 TULIO LANDSCAPING 19 PEBBLE RIDGE PA WARRINGTON $598 $598.76 INC ROAD CUST. TOTAL 598 598.76
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TOTAL S.C. CUST# CUSTOMER ADDRESS ST. CITY 0-TO-30 31-TO-60 61-TO-90 OVER 90 BAL-DUE - ---- ----- -------- ------- --- ---- ------- -------- -------- ------- ------- 00847 TURTLE WAX INC 5655 WEST 73RD STREET IL CHICAGO $825 $825.00 CUST. TOTAL 825 825.00 11582 U N X CHEMICALS INC P O BOX 7206 NC GREENVILLE $27 $27.50 CUST. TOTAL 27 27.50 84090 U S AIR FORCE TINKER AIR FORCE BASE OK MIDWEST CITY $110 $110.00 CUST. TOTAL 110 110.00 84520 U S ARMY FINANCE CENTER IN INDIANAPOLIS $22,752 $8,072 $77- $30,746.29 CUST. TOTAL 22,752 8,072 77- 30,746.29 86175 U S E HICKSON PRODUCTS L 15 WALLSEND DR ON SCARBOROUGH $1,902 $2,150 $4,053.20 CUST. TOTAL 1,902 2,150 4,053.20 25472 U S FINISHING CORP P O BOX 3367 SC GREENVILLE $50 $50.00 CUST. TOTAL 50 50.00 69064 U S G CORP EAST MAIN STREET NY STONY POINT $915 $915.00 CUST. TOTAL 915 915.00 68438 U S G INTERIORS P O BOX 398 PA RED LION $385 $385.37 CUST. TOTAL 385 385.37 67674 U S GYPSUM CO HIGHWAY 447 NV EMPIRE $1,035 $1,035.80 CUST. TOTAL 1,035 1,035.80 27621 U S GYPSUM COMPANY 4500 ARDINE STREET CA SOUTH GATE $856 $856.50 63917 U S GYPSUM COMPANY 401 VAN NESS AVE CA TORRANCE $55 $55.00 74397 U S GYPSUM COMPANY 5701 LEWIS ROAD LA NEW ORLEANS $1,623 $1,623.56 65516 U S GYPSUM COMPANY 1255 RARITAN RD NJ CLARK $26 $431 $457.52 70726 U S GYPSUM COMPANY LAKE STREET OH GYPSUM $1,458 $1,458.60 CUST. TOTAL 4,019 431 4,451.18 70405 U S NAVY DEPARTMENT MD INDIAN HEAD $275 $275.00 09357 U S NAVY DEPARTMENT NAVAL WEAPONS STATIONS VA YORKTOWN $82 $55 $317 $455.00 CUST. TOTAL 82 55 592 730.00 85020 U S X CORPORATION BOX 878 ACCTS PAYABLE PA DRAVOSBURG $1,548 $1,056 $2,604.90 85100 U S X CORPORATION FAIRLESS WORKS MAIL PA FAIRLESS HILLS $27 $82 $110.00 CUST. TOTAL 1,575 1,139 2,714.90 86892 ULRICH CHEMICAL CO 4219 N GARRISON AVE IN EVANSVILLE $178 $178.75 CUST. TOTAL 178 178.75 71952 UNDERWOOD INDUSTRIES 27 SURREY AVE NC DURHAM $1,014 $1,014.00 CUST. TOTAL 1,014 1,014.00 67410 UNICHEMA CHEMICALS INC 4650 SOUTH RACINE AVE IL CHICAGO $5,177 $82 $1,361 $6,620.50 76736 UNICHEMA CHEMICALS INC P O BOX 67 MO SAINT LOUIS $37,780 $4,890 $2,488- $40,182.50 CUST. TOTAL 42,957 4,890 82 1,127- 46,802.50
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TOTAL S.C. CUST# CUSTOMER ADDRESS ST. CITY 0-TO-30 31-TO-60 61-TO-90 OVER 90 BAL-DUE - ---- ----- -------- ------- --- ---- ------- -------- -------- ------- ------- 15277 UNIFI INC P O BOX 698 NC YADKINVILLE $250 $250.00 CUST. TOTAL 250 250.00 74862 UNIFIED UNIVERSAL 70 HAWTHORNE DRIVE NJ NEWARK $225 $225.00 CUST. TOTAL 225 225.00 04607 UNION CAMP CORPORATION 100 JENSEN ROAD AL PRATTVILLE $4,578 44,578.00 73865 UNION CAMP CORPORATION P O BOX 37617 FL JACKSONVILLE $6,089 $4,564 $1,160 $11,813.80 83690 UNION CAMP CORPORATION P O BOX 60369 FL JACKSONVILLE $17,735 $3,414 $82 $1,412 $22,644.05 87113 UNION CAMP CORPORATION MILL STOREROOM GA SAVANNAH $520 $520.00 89343 UNION CAMP CORPORATION P O BOX 570 GA SAVANNAH $875 $875.00 89641 UNION CAMP CORPORATION P O BOX 570 GA SAVANNAH $1,000 $1,000.00 26346 UNION CAMP CORPORATION P O BOX B SC EASTOVER $1,014 $1,102 $82 $2,198.50 83470 UNION CAMP CORPORATION P O BOX 178 VA FRANKLIN $881 $247 $55- $1,802 $2,876.85 28234 UNION CAMP CORPORATION 2811 COFER ROAD VA RICHMOND $55 $319 $374.00 CUST. TOTAL 30,298 9,327 1,082 6,171 46,880.20 11681 UNION CARBIDE CORPORATIO 19206 HAWTHORNE BLVD CA TORRANCE $38,924 $315 $39,239.57 13731 UNION CARBIDE CORPORATIO 39 OLD RIDGEBERRY ROAD CT DANBURY $650 $3,369 $4,019.08 76296 UNION CARBIDE CORPORATIO 39 OLD RIDGEBERRY ROAD CT DANBURY $1,641 $1,641.50 81717 UNION CARBIDE CORPORATIO P O BOX 1986 CT DANBURY $729 $2,694 $3,423.99 13874 UNION CARBIDE CORPORATIO P O BOX 50 LA HAHNVILLE $472 $247 $720.00 55860 UNION CARBIDE CORPORATIO 8 GREEK LANE/DAVE BROWN NJ EDISON $165 $165.00 09184 UNION CARBIDE CORPORATIO WESTON CANAL CENTER/CN45 NJ SOMERSET $5,388 $5,388.50 59675 UNION CARBIDE CORPORATIO 7400 BLVD DES GALERIES D PO ANJOU $24 $24.61 03710 UNION CARBIDE CORPORATIO HWY 185 TX SEADRIFT $262 $262.50 88980 UNION CARBIDE CORPORATIO P O BOX 471 TX TEXAS CITY $1,245 $1,245.00 54095 UNION CARBIDE CORPORATIO P O BOX 4008/D CRUMB WV CHARLESTON $34,807 $15,214 $8,404 $1,087 $59,514.53 81332 UNION CARBIDE CORPORATIO P O BOX 4488 WV CHARLESTON $1,247- $1,247.00- 83870 UNION CARBIDE CORPORATIO P O BOX 4008/EDI BILLING WV CHARLESTON $419,503 $92,173 $32,235 $11,727 $555,639.43 71285 UNION CARBIDE CORPORATIO P O BOX 8004/BLDG 82-248 WV S CHARLESTON $110 $110.00 01917 UNION CARBIDE CORPORATIO P O BOX 180 WV SISTERSVILLE $49,508 $15,622 $1,476 $66,607.72 89501 UNION CARBIDE CORPORATIO P O BOX 180 WV SISTERSVILLE $1,595 $330- $1,265.00 CUST. TOTAL 551,579 124,502 43,334 18,601 738,019.43 65972 UNION ENVELOPE CORPORATI HERMITAGE RD & SHERWOOD VA RICHMOND $82 $82.50 CUST. TOTAL 82 82.50 65926 UNION PACIFIC RAILROAD C 1416 DODGE STREET NE OMAHA $2,288 $2,288.38 CUST. TOTAL 2,288 2,288.38 84684 UNION TEXAS PETROLEUM P O BOX 470 LA GEISMAR $27 $27.50 CUST. TOTAL 27 27.50 22455 UNIROYAL CHEMICAL STATE HWY 225 EXIT 31 AL BAY MINETTE $4,320 $110 $4,430.00 62732 UNIROYAL CHEMICAL BENSON ROAD CT MIDDLEBURY $3,134 $2,051 $6,751 $12,535 $24,473.72 84750 UNIROYAL CHEMICAL ELM STREET CT NAUGATUCK $10,960 $2,184 $125 $226 $13,496.25 84980 UNIROYAL CHEMICAL BOX 397 UNIROYAL CHEM DI LA GEISMAR $1,760 $1,457 $1,449 $447 $5,114.93 09532 UNIROYAL CHEMICAL 405 EAST 78TH STREET MN BLOOMINGTON $48,952 $1,153 $3,512 $1,446 $55,064.00 84790 UNIROYAL CHEMICAL 214 W RUBY AVE/BOX 2337 NC GASTONIA $756 $75 $25 $30 $886.25 84840 UNIROYAL CHEMICAL P O BOX 250 ON ELMIRA $29 $58 $88.28 72376 UNIROYAL CHEMICAL NORTH PLANT TX PORT NECHES $3,963 $3,963.00 CUST. TOTAL 73,875 7,090 11,863 14,686 107,516.43
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S.C. CUST# CUSTOMER ADDRESS ST. CITY 0-TO-30 31-TO-60 61-TO-90 OVER-90 TOTAL BAL-DUE - ----- -------- ------- --- ---- ------- -------- -------- ------- ------------- 88108 UNITED BIOTECH P O BOX 1487 SC WALTERBORO $11,723 $11,723.50 CUST. TOTAL 11,723 11,723.50 79578 UNITED COLORS WEST 19TH WV NITRO $165 $165.00 TECHNOLOGY STREET CUST. TOTAL 165 165.00 85506 UNITED PANEL ROUTE 512 PA MOUNT $220 $220.00 WELDONE BETHEL TERRAC CUST TOTAL 220 220.00 84430 UNITED REFINING P O BOX 780 PA WARREN $1,181 $740- $440.83 COMPANY CUST. TOTAL 1,181 740- 440.83 63289 UNITED STATES SUGAR SOUTH W C FL CLEWISTON $4,192 $4,192.61 OWENS AVENUE CUST. TOTAL 4,192 4,192.61 52168 UNITED TECHNOLOGIES 400 MAIN ST CT E HARTFORD $567 $567.00 80894 UNITED TECHNOLOGIES ENGINEERED IA IOWA CITY $45 $45.00 AUTO SYSTEMS DIV 87225 UNITED TECHNOLOGIES 7125 ORCHARD MI W BLOOMFIELD $6,510 $3,199 $1,495 $11,205.48 AUTO LAKE ROAD CUST. TOTAL 6,510 3,199 1,540 567 11,817.48 85380 UNITEX CHEMICAL CORP 520 BROOME NC GREENSBORO $3,850 $3,850.50 ROAD CUST. TOTAL 3,850 3,850.50 05973 UNIVERSAL P O BOX 398 OH KENTON $904 $39 $943.00 COOPERATIVES CUST. TOTAL 904 39 943.00 24653 UNIVERSAL FORWARDING 454 E FRONTON TX BROWNSVILLE $2,800 $2,800.00 CO ST CUST. TOTAL 2,800 2,800.00 85940 UNIVERSAL PACKAGING 49 GEYSER RD NY SARATOGA $946 $946.00 SPRIN CUST. TOTAL 946 946.00 72714 UNIVERSAL POLYMERS 1122 W N TX GRAND PRAIRIE $137 $137.50 CARRIER PKWY CUST. TOTAL 137 137.50 79275 UNO-VEN 135TH STREET & IL LEMONT $394 $394.63 NEW AVENUE CUST. TOTAL 394 394.63 86549 UNOCAL 1520 E CA CARSON $350 $350.60 SEPULVEDA CUST. TOTAL 350 350.60 03560 UNOCAL CORPORATION 2555 WILLOW CA ARROYO $45 $45.00 ROAD GRANDE 12833 UNOCAL CORPORATION 14420 MACAW CA LA MIRADA $165 $165.00 BLVD 02172 UNOCAL CORPORATION 1380 SAN PABLO CA RODEO $4,875 $4,875.90 AVENUE 09453 UNOCAL CORPORATION UNION IL SCHAUMBURG $559 $559.00 CHEMICAL DIV 10485 UNOCAL CORPORATION P O BOX 7610 IL SCHAUMBURG $17,652 $5,764 $773 $889 $25,079.95 74954 UNOCAL CORPORATION 1650 E GOLF RD IL SCHAUMBURG $829 $829.00 79974 UNOCAL CORPORATION P O BOX 7610 IL SCHAUMBURG $793 $793.24 11749 UNOCAL CORPORATION 6101 ORR ROAD NC CHARLOTTE $412 $412.50 12275 UNOCAL CORPORATION 14700 MALLARD NC CHARLOTTE $669 $669.00 CREEK ROAD CUST. TOTAL 22,573 5,764 773 4,317 33,428.59
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S.C. CUST# CUSTOMER ADDRESS ST. CITY 0-TO-30 31-TO-60 61-TO-90 OVER-90 TOTAL BAL-DUE - ----- -------- ------- --- ---- ------- -------- -------- ------- ------------- 85580 UPJOHN COMPANY 410 SACKETT PT CT N HAVEN $55 $1,487 $1,542.00 RD/18270 85570 UPJOHN COMPANY 7171 PORTAGE MI KALAMAZOO $4,500 $4,500.00 ROAD CUST. TOTAL 4,555 1,487 6,042.00 79076 URETAN S A DE C V TX LAREDO $140 $140.00 CUST. TOTAL 140 140.00 86578 USX CORPORATION MN MOUNTAIN $55 $137 $192.50 IRON 90023 USX CORPORATION GARY WORKS PA PITTSBURGH $55 $55.00 CUST. TOTAL 55 55 137 247.50 69950 UTILITY MFG COMPANY 700 MAIN NY WESTBURY $833 $833.50 STREET CUST. TOTAL 833 833.50 26910 UTILITY TRAILER FREEPORT UT CLEARFIELD $160 $24 $184.00 COMPANY CENTER CUST. TOTAL 160 24 184.00 82250 V F L TECHNOLOGY 42 LLOYD AVE PA MALVERN $590 $590.00 CUST. TOTAL 590 590.00 65043 V V V CORPORATION PENNYROYAL SC GEORGETOWN $632 $632.50 RD CUST. TOTAL 632 632.50 89290 VALENTINE SUGAR VALITE LA LOCKPORT $1,709 $1,709.28 DIVISION CUST. TOTAL 1,709 1,709.28 59659 VALLEY PROTEIN P O BOX 3588 VA WINCHESTER $529 $529.20 CUST. TOTAL 529 529.20 26066 VALSPAR CORPORATION P O BOX 830 MN MINNEAPOLIS $4,121 $2,151 $93 $6,366.10 CUST. TOTAL 4,121 2,151 93 6,366.10 90047 VALVOLINE CO P O BOX 14000 KY LEXINGTON $4,073 $4,073.00 CUST. TOTAL 4,073 4,073.00 61019 VALVOLINE OIL COMPANY P O BOX 391 KY ASHLAND $302 $27 $330.00 74959 VALVOLINE OIL COMPANY 501 RAILROAD PA ROCHESTER $27 $27.50 STREET 89144 VALVOLINE OIL COMPANY 2627 TIDAL TX DEER PARK $220 $220.00 ROAD CUST. TOTAL 302 27 247 577.50 77090 VAN WATERS & ROGERS 16803-118 AVE AB EDMONTON $337 $337.50 27932 VAN WATERS & ROGERS 50 S 45TH AZ PHOENIX $3,118 $3,118.90 STREET 04335 VAN WATERS & ROGERS 9800 VAN HORN BC RICHMOND $180 $180.00 WAY 02731 VAN WATERS & ROGERS 1363 SOUTH CA CITY OF $516 $516.40 BONNIE BEACH COMMER 12291 VAN WATERS & ROGERS P O BOX 2062 CA LOS ANGELES $292 $1,332 $685 $2,310.00 05480 VAN WATERS & ROGERS 2100 HAFFLY CA NATIONAL CITY $475 $475.00 AVENUE 00010 VAN WATERS & ROGERS 2256 JUNCTION CA SAN JOSE $45 $45.00 AVENUE 00142 VAN WATERS & ROGERS P O BOX 2343 GA AUGUSTA $115 $115.00 01263 VAN WATERS & ROGERS 2145 SKYLAND GA NORCROSS $110 $135 $245.00 COURT 77074 VAN WATERS & ROGERS 730 COLONIAL MA SALEM $4,015 $30 $5,819 $9,864.27 ROAD 16600 VAN WATERS & ROGERS 845 TERRACE MN SAINT PAUL $471 $471.65 CIRCLE 79754 VAN WATERS & ROGERS 220 BARNES MO SPRINGFIELD $137 $137.50
JOB-RCPMO5 FNR 5/02/93 CO-CODE: 0 AGED ACCOUNTS RECEIVABLE ENDING-DATE 5/01/93 PAGE # 128
TOTAL S.C. CUST# CUSTOMER ADDRESS ST. CITY 0-TO-30 31-TO-60 61-TO-90 OVER 90 BAL-DUE - ---- ----- -------- ------- --- ---- ------- -------- -------- ------- ------- 57210 VAN WATERS & ROGERS 160 ESSEX AVE EAST NJ AVENEL $578 $3,798 $4,376.80 89068 VAN WATERS & ROGERS P O BOX 96 NY GUILDERLAND CE $2,026 $2,026.68 84913 VAN WATERS & ROGERS 777 SUPERTEST DRIVE ON DOWNSVIEW $3,928 $80 $4,008.00 03067 VAN WATERS & ROGERS 64 ARROW ROAD ON WESTON $3,104 $5,844 $8,948.95 03572 VAN WATERS & ROGERS 6000 CASTILE DRIVE PA CORAOPOLIS $110 $55 $110 $275.00 50840 VAN WATERS & ROGERS 8335 ENTERPRISE AVENUE PA PHILADELPHIA $7,658 $6,871 $1,843 $16,373.36 05956 VAN WATERS & ROGERS 100 MC ARTHUR STREET PQ VALLEYFIELD $137 $217 $355.00 00569 VAN WATERS & ROGERS DRAWER 2169 SC SPARTANBURG $749 $137 $192 $804 $1,883.55 10288 VAN WATERS & ROGERS 3 RIVERSIDE LANE TN CHATTANOOGA $110 $110.00 12125 VAN WATERS & ROGERS 3909 OUTLAND DRIVE TN MEMPHIS $180 $90 $270.00 50620 VAN WATERS & ROGERS 402 MCBRIDE LANE TX CORPUS CHRISTI $140 $140.00 85770 VAN WATERS & ROGERS 10889 BEKAY STREET TX DALLAS $55 $55.00 28261 VAN WATERS & ROGERS P O BOX 4579 TX HOUSTON $200 $200.00 05251 VAN WATERS & ROGERS 8201 SOUTH 212TH STREET WA KENT $2,108 $2,108.40 76588 VAN WATERS & ROGERS P O BOX 34325 WA SEATTLE $14,309 $5,844 $13,407 $33,560.59 74247 VAN WATERS & ROGERS INC 59865 MARKET STREET IN SOUTH BEND $45 $45 $90.00 CUST. TOTAL 41,779 14,498 237 36,081 92,597.55 52239 VANCHEM INC 1 NORTH TRANSIT RD NY LOCKPORT $981 $981.00 CUST. TOTAL 981 981.00 88678 VANGUARD PLASTICS INC 10600 KAHLMEYER DR MO SAINT LOUIS $187 $187.00 CUST. TOTAL 187 187.00 56428 VELSICOL CHEMICAL CORP 10400 WEST HIGGINS ROAD IL ROSEMONT $4,420 $79 $4,499.00 86180 VELSICOL CHEMICAL CORP 1199 WARFORD ST TN MEMPHIS $1,170 $522 $1,692.50 CUST. TOTAL 5,590 601 6,191.50 80640 VENTEX FIBERS LTD 691 GANA COURT ON MISSISSAUGA $27 $27.50 CUST. TOTAL 27 27.50 83246 VENTURA COASTAL 8385 VISTA DEL MAR DR CA VENTURA $491 $491.47 CUST. TOTAL 491 491.47 72418 VESUVIUS U S A 855 N 5TH ST IL CHARLESTON $6,062 $6,062.70 CUST. TOTAL 6,062 6,062.70 80122 VI-JON LABS INC 7525 PAGE BLVD MO PAGEDALE $220 $742 $320 $1,282.50 CUST. TOTAL 220 742 320 1,282.50 90042 VIGORO INDUSTRIES INC KAISER/ESTECH DIV OH NORTH BEND $1,237 $1,237.00 CUST. TOTAL 1,237 1,237.00 89200 VILLE DE TERREBONNE 4445 COTE TERREBONNE PQ TERREBONNE $445 $445.12 CUST. TOTAL 445 445.12 54201 VININGS ALUM PRODUCTS 3950 CUMBERLAND PARKWAY GA ATLANTA $4,303 $4,303.92 CUST. TOTAL 4,303 4,303.92 89083 VIPLASTICOS SA DE CV 8640 SAN LORENZO DRIVE TX LAREDO $90 $90.00 CUST. TOTAL 90 90.00
JOB-RCPMO5 FNR 5/02/93 CO-CODE: 0 AGED ACCOUNTS RECEIVABLE ENDING-DATE 5/01/93 PAGE # 129
TOTAL S.C. CUST# CUSTOMER ADDRESS ST. CITY 0-TO-30 31-TO-60 61-TO-90 OVER 90 BAL-DUE - ---- ----- -------- ------- --- ---- ------- -------- -------- ------- ------- 24454 VIRGINIA CONCRETE COMPAN P O BOX 666 VA SPRINGFIELD $120 $120.00 CUST. TOTAL 120 120.00 02737 VIRGINIA ELEC POWER CO P O BOX 571 VA YORKTOWN $1,998 $1,998.00 CUST. TOTAL 1,998 1,998.00 04373 VIRGINIA GALVANIZING COR P O BOX 9349 VA RICHMOND $2,337 $2,337.00 CUST. TOTAL 2,337 2,337.00 08099 VIRKLER CHEMICAL COMPANY 12345 STEEL CREEK ROAD NC CHARLOTTE $27 $472 $499.70 CUST. TOTAL 27 472 499.70 05610 VISTA CHEMICAL P O BOX 727 LA WESTLAKE $6,168 $1,356 $535 $8,059.50 19400 VISTA CHEMICAL 3441 FAIRFIELD ROAD MD BALTIMORE $412 $165 $2,351 $2,929.49 19020 VISTA CHEMICAL P O BOX 219798 TX HOUSTON $125,114 $43,253 $3,717 $7,934 $180,020.86 81761 VISTA CHEMICAL P O BOX 218402 TX HOUSTON $2,909 $2,909.20 83525 VISTA CHEMICAL % STOLT TERMINAL TX HOUSTON $130 $130.00 CUST. TOTAL 131,695 43,418 8,113 10,821 194,049.05 26774 VISTA POLYMER HIGHWAY 25 MS ABERDEEN $82 $82.50 CUST. TOTAL 82 $82.50 83604 VITAFOAM 2222 SURRETT DR NC HIGH POINT $27 $27.50 CUST. TOTAL 27 $27.50 72935 VULCAN MATERIAL CORP P O BOX 530390 AL BIRMINGHAM $181,622 $2,424 $7,897 $1,260 $193,205.35 86260 VULCAN MATERIAL CORP ASHLAND ROAD LA GEISMAR $1,014- $1,014.00- CUST. TOTAL 181,622 2,424 7,897 246 192,191.35 02656 VULCAN OIL COMPANY 5353 SPRING GROVE AVENUE OH CINCINNATI $165 $27 $192.50 CUST. TOTAL 165 27 192.50 82558 VULSAY INDUSTRIES INC 35 REGAN ROAD DN BRAMPTON $27 $27.50 CUST. TOTAL 27 $27.50 75370 VYCON CHEMICALS INC GREENWOOD AVE & WAREN PA SCRANTON $510 $510.00 CUST. TOTAL 510 510.00 86043 W D SERVICES P O BOX 147 NJ BELLMAWR $472 $1,069 $55 $1,596.00 CUST. TOTAL 472 1,069 55 1,596.00 71327 W F TAYLOR CORP 13660 EXCELSIOR DRIVE CA SANTA FE SPRS $137 $137.50 CUST. TOTAL 137 137.50 06307 W H SHURTLEFF CO 1 RUNWAY ROAD ME S PORTLAND $874 $874.72 CUST. TOTAL 874 874.72 78020 W K MERRIMAN 4640 CAMPBELL RUN RD PA PITTSBURGH $3,611 $3,611.32 CUST. TOTAL 3,611 3,611.32 07710 W M BARR & COMPANY P O BOX 1879 TN MEMPHIS $1,870 $10 $3,976 $5,856.50 CUST. TOTAL 1,870 10 3,976 5,856.50
JOB-RCPMO5 FNR 5/02/93 CO-CODE: AGED ACCOUNTS RECEIVABLE ENDING-DATE 5/01/93 PAGE #130
0-TO- 31-TO- 61-TO- OVER- TOTAL S.C. CUST# CUSTOMER ADDRESS ST. CITY 30 60 90 90 BAL-DUE 77298 W R BONSAL COMPANY HWY 74 NC LILESVILLE $480 $480.00 CUST. TOTAL..... 480 480.00 06603 W R GRACE & COMPANY 7237 EAST GAGE AVENUE CA LOS ANGELES $1,425 $1,425.16 61013 W R GRACE & COMPANY 5210 PHILLIPS LEE DRIVE GA ATLANTA $27 $27.50 22410 W R GRACE & COMPANY 62 WHITTEMORE AVENUE MA CAMBRIDGE $515 $481 $307 $1,303.80 35320 W R GRACE & COMPANY P O BOX 2117/KEN HARTMAN MD BALTIMORE $747 $555 $1,545 $2,847.50 CUST. TOTAL..... 2,715 1,036 1,852 5,603.96 10577 W R GRACE CONSTRUCTION 2133 85TH STREET NJ N BERGEN $522 $522.50 CUST. TOTAL..... 522 522.50 77135 W S DODGE 3710 FRUITLAND AVENUE CA MAYWOOD $110 $110.00 CUST. TOTAL..... 110 110.00 85717 WAMPLER-LONGACRE CHICKHE P O BOX 275 VA BROADWAY $200 $200.00 CUST. TOTAL..... 200 200.00 00419 WARLICK PAINT COMPANY IN P O DRAWER 1508 NC STATESVILLE $1,435 $1,260 $2,696.64 CUST. TOTAL..... 1,435 1,260 2,696.64 69452 WARREN LABORATORIES 12603 EXECITOVE DR-806 TX STAFFORD $1,144 $1,144.00 CUST. TOTAL..... 1,144 1,144.00 83161 WARREN PETROLEUM CORP 10319 HWY 146 TX MONT BELVIEU $2,451 $2,451.46 CUST. TOTAL..... 2,451 2,451.46 73785 WASHINGTON STEEL CORP WOODLAND & GRIFFITH AVES PA WASHINGTON $250 $250.00 CUST. TOTAL..... 250 250.00 89085 WASTE TECHNOLOGY INC 1250 ST GEORGE STREET OH E LIVERPOOL $237 $3,357 $3,595.20 CUST. TOTAL..... 237 3,357 3,595.20 82112 WASTE TECHNOLOGY SERVICE 6060 PARK PLACE NY NIAGARA FALLS $170 $170.00 CUST. TOTAL..... 170 170.00 89117 WATER TECH INC P O BOX 11075 AR FORT SMITH $192 $192.50 CUST. TOTAL..... 192 192.50 84974 WATERSOLES 4 FAWCETT DRIVE TX DEL RIO $1,118 $1,118.00 CUST. TOTAL..... 1,118 1,118.00 02118 WATSON STANDARD COMPANY HITE ROAD PA HARWICK $27- $27.50- CUST. TOTAL..... 27- 27.50- 87330 WEIRTON STEEL CORPORATIO 400 THREE SPRING ROAD WV WEIRTON $100 $55 $2,639 $2,794.50 CUST. TOTAL..... 100 55 2,639 2,794.50 21669 WELCHEM INC P O BOX 920941 TX HOUSTON $1,598 $1,598.75 CUST. TOTAL..... 1,598 1,598.75 05003 WELLAND CHEMICAL P O BOX 26 PA NEWELL $330 $220 $385 $2,655 $3,590.41 CUST. TOTAL..... 330 220 385 2,655 3,590.41
JOB-RCPMO5 FNR 5/02/93 CO-CODE: 0 AGED ACCOUNTS RECEIVABLE ENDING-DATE 5/01/93 PAGE #131
0-TO- 31-TO- 61-TO- OVER- TOTAL S.C. CUST# CUSTOMER ADDRESS ST. CITY 30 60 90 90 BAL-DUE 86262 WELLMAN INC 2710 TANAGER AVENUE CA LOS ANGELES $52 $52.00 CUST. TOTAL..... 52 52.00 02829 WEN-DON CORPORATION 401 ALBER MARBLE AVENUE VA ROANOKE $55 $55.00 CUST. TOTAL..... 55 55.00 23224 WERTHAN INDUSTRIES 8TH AVENUE NORTH TN NASHVILLE $82 $82.50 CUST. TOTAL..... 82 82.50 86020 WEST MICHIGAN STEEL FOUN 1148 W WESTERN AVE MI MUSKEGON $703 $703.00 CUST. TOTAL..... 703 703.00 85199 WEST POINT PEPPERELL CHERRY ROAD SC CLEMSON $429 $429.00 CUST. TOTAL..... 429 429.00 73471 WESTERN KRAFT COMPANY 19615 SOUTH SUSANNA CA COMPTON $4,776 $2,013 $6,789.60 CUST. TOTAL..... 4,776 2,013 6,789.60 89886 WESTERN KRAFT CORP 2800 ALVARADO ST CA SAN LEANDRO $261 $261.00 CUST. TOTAL..... 261 261.00 52808 WESTERN PUBLISHING CO IN 107 TOM STARLING ROAD NC FAYETTEVILLE $611 $611.00 CUST. TOTAL..... 611 611.00 27668 WESTERN TEXTILE PRODUCTS 3400 TREE CT MO SAINT LOUIS $635- $635.00- CUST. TOTAL..... 635- 635.00- 58609 WESTERN ZIRCONIUM 10000 WEST 900 SOUTH UT OGDEN $302 $357 $660.00 CUST. TOTAL..... 302 357 660.00 26450 WESTFIELD TANNING COMPAN 360 CHURCH STREET PA WESTFIELD $27 $27.50 CUST. TOTAL..... 27 27.50 05329 WESTINGHOUSE ELECTRIC CO RD # 4 PA BLAIRSVILLE $26 $26.00 87890 WESTINGHOUSE ELECTRIC CO ROUTE 993 PA MANOR $220 $425 $645.00 56777 WESTINGHOUSE ELECTRIC CO 230 ALPHA DRIVE PA PITTSBURGH $1,468 $1,468.50 87950 WESTINGHOUSE ELECTRIC CO HOOVER ST NORTH SC HAMPTON $614 $731 $1,345.85 88040 WESTINGHOUSE ELECTRIC CO ROUTE 2 HIGHWAY 1 VA ABINGDON $9,249 $3,052 $12,301.92 CUST. TOTAL..... 10,083 3,810 1,893 15,787.27 83019 WESTLAKE PETROCHEMICAL C 900 HWY 108 LA SULPHUR $100- $100.00- CUST. TOTAL..... 100- 100.00- 86318 WESTLAKE STYRENE P O BOX 2029 LA SULPHUR $700 $700.00 CUST. TOTAL..... 700 700.00 25417 WESTLAND OIL CO INC 2740 VALLEY VIEW DRIVE LA SHREVEPORT $6,749 $6,749.90 CUST. TOTAL..... 6,749 6,749.90 86827 WESTROCK INDUSTRIES LTD 6205 BOUL HEBERT PQ DELSON $1,112 $1,112.26 CUST. TOTAL..... 1,112 1,112.26
JOB-RCPMO5 FNR 5/02/93 CO-CODE 0 AGED ACCOUNTS RECEIVABLE ENDING-DATE 5/01/93 PAGE# 132
S.C. CUST # CUSTOMER ADDRESS ST. CITY 0-TO-30 31-TO-60 61-TO-90 OVER-90 TOTAL BAL-DUE - ---- ------ -------- ------- --- ---- ------- -------- -------- ------- ------------- 74601 WESTVACO CORPORATION 180 MOODY CT ENFIELD $3,136 $125 $3,261.80 ROAD 27909 WESTVACO CORPORATION 5625 NEW GA CHAMBLEE $683 $683.40 PEACHTREE ROAD 87690 WESTVACO CORPORATION HWY 51 S KY WICKLIFFE $55 $55.00 07950 WESTVACO CORPORATION P O BOX 836 LA DE RIDDER $4,714 $1,978 $100 $6,792.45 87700 WESTVACO CORPORATION 300 PRATT MD LUKE $1,424 $1,597 $3,022.13 STREET 87720 WESTVACO CORPORATION 15TH STREET PA TYRONE $2,057 $45 $2,102.30 78202 WESTVACO CORPORATION P O BOX 70848 SC CHARLESTON HTS $15,726 $6,464 $200- $2,887 $24,878.25 87430 WESTVACO CORPORATION P O BOX 70848 SC CHARLESTON HTS $1,786 $98 $1,884.56 07796 WESTVACO CORPORATION P O BOX 2941105 SC N CHARLESTON $21,599 $25,814 $3,096 $12,114 $62,825.13 81049 WESTVACO CORPORATION P O BOX 140 VA COVINGTON $82 $27 $110.00 87740 WESTVACO CORPORATION P O BOX 140 VA COVINGTON #3,108 $229 $3,337.54 CUST. TOTAL 54,291 34,339 2,941 17,179 108,752.56 76292 WESTVACO US ENVELOPE 315 INDUSTRY MA SPRINGFIELD $195 $195.00 DIV AVE CUST. TOTAL 195 195.00 14606 WEYERHAEUSER CARSON ROAD MS COLUMBUS $55 $693- $638.00- COMPANY 88020 WEYERHAEUSER BOX 787 NC PLMOUTH $55 $55.00 COMPANY CUST. TOTAL 110 693- 583.00- 88230 WHEATLAND TUBE P O BOX 608 PA WHEATLAND $230 $230.46 COMPANY CUST. TOTAL 230 230.46 72503 WHEELING PITTSBURGH P O BOX 192 WV WHEELING $3,344 $4,151 $165 $4,234 $11,896.11 STEEL CUST. TOTAL 3,344 4,151 165 4,234 11,896.11 74595 WHEELING STEEL CORP MCLISTER AVE OH MARTINS $247 $247.50 FERRY CUST. TOTAL 247 247.50 56693 WHIP MIX CORP 361 KY LOUISVILLE $2,100 $2,100.00 FARMINGTON AVENUE CUST. TOTAL 2,100 2,100.00 75334 WHIRLPOOL 405 EAST 78TH MN BLOOMINGTON $3,767 $2,025 $5,792.50 CORPORATION STREET CUST. TOTAL 3,767 2,025 5,792.50 08022 WHITE & BARLEY OF MICH 7131 MI DETROIT $313 $313.00 WESTFIELD CUST. TOTAL 313 313.00 50536 WHITEHALL PLYWOOD RURAL ROUTE 2 NY WHITEHALL $220 $275 $495.00 BOX 216 CUST. TOTAL 220 275 495.00 62430 WILLAMETTE INDUSTRIES 100 W CENTER PA JOHNSONBURG $9,169 $110 $9,279.50 INC ST CUST. TOTAL 9,169 110 9,279.50 82611 WILLIAM HOUSE INC WEDDING LANE PA SCOTTDALE $226 $226.75 CUST. TOTAL 226 226.75 12400 WILLIAM T BURNETT 1500 BUSH MD BALTIMORE $82 $275 $357.50 COMPANY STREET CUST. TOTAL 82 275 357.50 74849 WILLIAMSPORT WIREROPE P O BOX 3188 PA WILLIAMSPORT $2,902 $972 $3,874.59 CUST. TOTAL 2,902 972 3,874.59
JOB-RCPMO5 FNR 5/02/93 CO-CODE 0 AGED ACCOUNTS RECEIVABLE ENDING-DATE 5/01/93 PAGE# 133
S.C. CUST # CUSTOMER ADDRESS ST. CITY 0-TO-30 31-TO-60 61-TO-90 OVER-90 TOTAL BAL-DUE - ---- ------ -------- ------- --- ---- ------- -------- -------- ------- ------------- 89374 WILSON LABORATORIES 36 HEAD ON DUNDAS $90 $90.00 STREET CUST. TOTAL 90 90.00 81053 WIM VOS USA INC 2 JOURNAL NJ JERSEY CITY $1,595 $1,595.97 SQUARE 89643 WIM VOS USA INC 500 PLAZA NJ SECAUCUS $136 $136.00 DRIVE 6TH FLOOR CUST. TOTAL 136 1,595 1,731.97 89330 WISE FOODS 228 RASELEY PA BERWICK $55 $55.00 STREET CUST. TOTAL 55 55.00 06776 WITCO CHEMICAL P O BOX 9 IL MAPLETON $82 $137- $55.00- COMPANY CUST. TOTAL 82 137- 55.00- 55673 WITCO CORPORATION 10100 SANTA CA LOS ANGELES $4,830 $569 $375 $8,969 $14,744.10 MONICA BLVD 65824 WITCO CORPORATION 8733 S DICE RD CA SANTE FE SPRIN $275- $275.00- 89380 WITCO CORPORATION 6200 WEST 51ST IL CHICAGO $27 $192 $347 $567.50 STREET 89410 WITCO CORPORATION P O BOX 308 LA GRETNA $4,102 $1,375 $632 $6,110.16 20624 WITCO CORPORATION 652 DOREMUS NJ NEWARK #1,778 $416 $2,194.50 AVENUE 89420 WITCO CORPORATION P O BOX 551 NJ PERTH AMBOY $220 $1,877 $2,097.50 04563 WITCO CORPORATION P O BOX 108 NJ PHILLIPSBURG $4,642 $4,642.07 04100 WITCO CORPORATION 633 COURT NY BROOKLYN $1,413 $241 $1,654.68 STREET 75245 WITCO CORPORATION 735 CLINTON NY BROOKLYN $335 $335.00 STREET 03627 WITCO CORPORATION 1485 SPEERS ON OAKVILLE $26 $27 $54.25 ROAD 67530 WITCO CORPORATION 2 BRADPENN ON TORONTO $302 $302.50 ROAD 89370 WITCO CORPORATION 77 NORTH PA BRADFORD $8,459 $871 $9,330.77 KENDALL DRIVE 89440 WITCO CORPORATION P O BOX 336 PA PETROLIA $711 $11,797 $12,509.04 15063 WITCO CORPORATION 15200 ALMEDA TX ALMEDA $90 $90.00 ROAD 70445 WITCO CORPORATION HWY 59/ TX MARSHALL $55 $55.00 P O BOX 1439 CUST. TOTAL 26,267 14,185 1,438 12,520 54,412.07 67801 WOLVERINE TECHNOLOGY 701 LIBERTY MI JACKSON $82 $82.50 CORP STREET CUST. TOTAL 82 82.50 75385 WOOD CO LTD W C 5 ARTHUR ON GUELPH $137 $137.50 STREET SOUTH CUST. TOTAL 137 137.50 84320 WOOD FIBER INDUSTRIES P O BOX 3327 VA DANVILLE $1,884 $1,884.53 CUST. TOTAL 1,884 1,884.53 81028 WOODBRIDGE FOAM 6455 E MO KANSAS CITY $7,864 $6,556 $6 $14,427.09 PRODUCTS COMMERCE AVENUE 71084 WOODBRIDGE FOAM 1999 FORBES ON WHITBY $1,439 $1,439.70 PRODUCTS STREET 01464 WOODBRIDGE FOAM 8214 KIPLING ON WOODBRIDGE $135 $1,072 $1,207.50 PRODUCTS AVENUE CUST. TOTAL 7,864 8,131 1,079 17,074.29 55330 WOODS WIRE PRODUCTS 511 THIRD IN CARMEL $297 $297.50 AVENUE SW CUST. TOTAL 297 297.50 65304 WORLDWIDE DISPATCH 3505 E 14TH TX BROWNSVILLE $450 $450.00 STREET CUST. TOTAL 450 450.00 89820 WORTH CHEMICAL CORP P O BOX 20725 NC GREENSBORO $27 $27.50 58868 WORTH CHEMICAL CORP 515 23RD STREET NC LONG VIEW $402 $402.00 SW CUST. TOTAL 27 402 429.50
JOB-RCPMO5 FNR 5/02/93 CO-CODE: 0 AGED ACCOUNTS RECEIVABLE ENDING-DATE 5/01/93 PAGE # 134
TOTAL S.C. CUST# CUSTOMER ADDRESS ST. CITY 0-TO-30 31-TO-60 61-TO-90 OVER 90 BAL-DUE - ---- ----- -------- ------- --- ---- ------- -------- -------- ------- ------- 09851 WORTH INC P O BOX 88104 TN TULLAHOMA $36- $36.00- CUST. TOTAL 36- 36.00- 54436 WORTHINGTON FOODS INC 824 PROPRIETORS ROAD OH WORTHINGTON $27 $27.50 CUST. TOTAL 27 27.50 88357 WORTHINGTON STEEL CO P O BOX 3050 PA MALVERN $453 $453.00 CUST. TOTAL 453 453.00 77751 WYCO WELL SERVICE 4751 HIGH HILL ROAD OH CAMBRIDGE $2,578 $2,578.00 CUST. TOTAL 2,578 2,578.00 88640 YORK INTERNATIONAL CORP 11935A FM 529 TX HOUSTON $55 $55.00 CUST. TOTAL 55 55.00 04555 YOUNGER BROTHERS 4904 GRIGGS ROAD TX HOUSTON $1,622 $1,622.88 CUST. TOTAL 1,622 1,622.88 25160 ZACLON INC 2981 INDEPENDENCE ROAD OH CLEVELAND $3,847 $10,965 $11,161 $1,771 $27,746.44 CUST. TOTAL 3,847 10,965 11,161 1,771 27,746.44 88097 ZEGO GRP INTERAMERICA DIST. CENTER TX LAREDO $590 $590.00 CUST. TOTAL 590 590.00 55829 ZENECA INC/AG PRODUCTS 3647 SHEPARD ROAD OH PERRY $1,350- $1,350.00- CUST. TOTAL 1,350- 1,350.00- 04528 ZENECA INC/AGROCHEMICALS RICHMOND PLANT-FREIGHT P CA RICHMOND $14,773 $3,376 $104 $18,254.00 CUST. TOTAL 14,773 3,376 104 18,254.00 66470 ZENECA RESINS INC 730 MAIN ST MA WILMINGTON $55 $55.00 CUST. TOTAL 55 55.00 68365 ZENECA SPECIALTY INKS 1100 FAIRCHILD ROAD NC WINSTON SALEM $1,538 $55 $1,593.44 89551 ZENECA SPECIALTY INKS 1100 FAIRCHILD ROAD NC WINSTON SALEM $137 $137.50 CUST. TOTAL 1,675 55 1,730.94 84282 ZEON CHEMICALS P O BOX 34320 KY LOUISVILLE $10,727 $1,371 $12,098.70 CUST. TOTAL 10,727 1,371 12,098.70 89309 ZEXEL ILLINOIS INC 625 SOUTHSIDE DRIVE IL DECATUR $1,055 $1,055.00 CUST. TOTAL 1,055 1,055.00 08544 ZINC CORP OF AMERICA 300 FRANKFORT ROAD PA MONACA $10,440 $1,305 $130 $11,875.00 CUST. TOTAL 10,440 1,305 130 11,875.00 50276 ZOECON INDUSTRIES 12200 DENTON DRIVE TX DALLAS $225- $225.00- CUST. TOTAL 225 225.00- OVER-365-DAYS..... 330,222 *** O TO Z *** 3,952,851 941,044 276,814 947,050 6,117,761.08 OVER-365-DAYS..... 791,103 O-COMPANY TOTAL... 17,099,585 3,965,587 1,036,250 2,440,927 24,542,350.66
SCHEDULE 4.1(k) ADDRESSES OF SELLERS' OFFICES 1. Chief Executive Office: 102 Pickering Way Lionville, Pennsylvania 19341 2. Principal Place of Business: 102 Pickering Way Lionville, Pennsylvania 19341 SCHEDULE 4.1(1) LOCK-BOX BANKS [List names and addresses of all Lock-Box Banks and account numbers of all Permitted Lock-Box of the Seller at such Lock-Box Banks] (1) Chemical Leaman Tank Lines, Inc.: CoreStates Philadelphia National Bank Fifth and Market Streets Philadelphia, PA 19101-7618 Lockbox Account No.: 01743121 (2) Quala Systems, Inc.: CoreStates Philadelphia National Bank Fifth and Market Streets Philadelphia, PA 19101-7618 Lockbox Account No.: 01743113 SCHEDULE 4.1(p) OTHER NAMES (1) Chemical Leaman Tank Lines, Inc. None (2) Quala Systems, Inc. "NuBulk Services, Inc." EXHIBIT A-1 BUYER NOTE REVOLVING CREDIT NOTE May 14, 1993 Philadelphia, PA FOR VALUE RECEIVED, Pickering Way Funding Corp., a Delaware corporation ("Maker"), hereby promises to pay to the order of Chemical Leaman Tank Lines, Inc., a Delaware corporation ("Payee"), the principal amount equal to the Purchase Price for all Pool Receivables sold by Payee to Maker after the date hereof under and pursuant to a Receivables Contribution and Purchase Agreement dated May 14, 1993 among Maker, Payee and Chemical Leaman Tank Lines, Inc. (the "Agreement"), as shown by the books and records maintained by Payee. This Note is a Buyer's Note referred to in, and entitled to the benefits of and is secured by, the Agreement. Capitalized terms used herein and not defined shall have the meanings assigned to them in the Pooling and Servicing Agreement. Payments of principal shall be made as provided in the Agreement. Maker promises to pay interest on the aggregate unpaid principal amount of this Note on the dates and at the rates provided in the Agreement. By acceptance of this Note, Payee (and any other holder hereof) agrees that its rights to receive payment or prepayment of the unpaid principal amount hereof is and shall be subordinate and junior in right of payment as provided herein to the payment of the Investor Interests and all indebtedness and other obligations of Maker now or hereafter incurred under or pursuant to a Pooling and Servicing Agreement dated as of May 14, 1993 ("Pooling and Servicing Agreement") by and between Maker, Fidelity Bank, N.A., as trustee ("Trustee") and Chemical Leaman Corporation. In the event that a Termination Event shall occur under the Agreement or the Pooling and Servicing Agreement, then so long as any of the Investor Certificates remain unpaid and outstanding under the Pooling and Servicing Agreement, (i) the Payee shall not be entitled to receive any payment on this Note of any kind or character if and so long as the Investor Certificate are outstanding and Maker has any unpaid indebtedness or other obligations under the Pooling and Servicing Agreement, and (ii) all payments and distributions which, except for the subordination provisions hereof, would have been paid or distributable to Payee shall be paid or delivered to and for the benefit of the Trustee for application under the Pooling and Servicing Agreement to the extent Maker has any outstanding liability under the Pooling and Servicing Agreement. The subordination provisions hereof are solely for the purpose of defining the relative rights of Payee on the one hand and of the Investor Certificate holders under the Pooling and Servicing Agreement, on the other hand, and nothing herein shall impair, as between Maker and Payee, the obligations of Maker. This Note shall be governed by and construed in accordance with the laws of the Commonwealth of Pennsylvania. Payee and any holder of this Note each agree that it will not institute against Maker any proceeding under any Debtor Relief Law so long as any Investor Certificate issued under the Pooling and Servicing Agreement shall be outstanding or there shall not have elapsed one year plus one day since the last day on which any such Investor Certificates shall have been outstanding. In addition to and not in limitation of the foregoing and the provisions of the Agreement, Maker agrees, subject only to any limitation imposed by applicable law, to pay all reasonable expenses incurred by the Payee in endeavoring to collect any amounts payable thereunder which are not paid when due. Presentment for payment, demand, protest, dishonor and notice of dishonor and hereby waived. IN WITNESS WHEREOF, and intending to be legally bound hereby, Maker has caused this Note to be executed by its duly authorized officer as of the date first above written. PICKERING WAY FUNDING CORP. By: ------------------------------ Vice President -2- EXHIBIT A-2 BUYER NOTE REVOLVING CREDIT NOTE May 14, 1993 Philadelphia, PA FOR VALUE RECEIVED, Pickering Way Funding Corp., a Delaware corporation ("Maker"), hereby promises to pay to the order of Quala Systems, Inc., a Delaware corporation ("Payee"), the principal amount equal to the Purchase Price for all Pool Receivables sold by Payee to Maker after the date hereof under and pursuant to a Receivables Contribution and Purchase Agreement dated May 14, 1993 among Maker, Payee and Quala Systems, Inc. (the "Agreement"), as shown by the books and records maintained by Payee. This Note is a Buyer's Note referred to in, and entitled to the benefits of and is secured by, the Agreement. Capitalized terms used herein and not defined shall have the meanings assigned to them in the Pooling and Servicing Agreement. Payments of principal shall be made as provided in the Agreement. Maker promises to pay interest on the aggregate unpaid principal amount of this Note on the dates and at the rates provided in the Agreement. By acceptance of this Note, Payee (and any other holder hereof) agrees that its rights to receive payment or prepayment of the unpaid principal amount hereof is and shall be subordinate and junior in right of payment as provided herein to the payment of the Investor Interests and all indebtedness and other obligations of Maker now or hereafter incurred under or pursuant to a Pooling and Servicing Agreement dated as of May 14, 1993 ("Pooling and Servicing Agreement") by and between Maker, Fidelity Bank, N.A., as trustee ("Trustee") and Chemical Leaman Corporation. In the event that a Termination Event shall occur under the Agreement or the Pooling and Servicing Agreement, then so long as any of the Investor Certificates remain unpaid and outstanding under the Pooling and Servicing Agreement, (i) the Payee shall not be entitled to receive any payment on this Note of any kind or character if and so long as the Investor Certificates are outstanding and Maker has any unpaid indebtedness or other obligations under the Pooling and Servicing Agreement, and (ii) all payments and distributions which, except for the subordination provisions hereof, would have been paid or distributable to Payee shall be paid or delivered to and for the benefit of the Trustee for application under the Pooling and Servicing Agreement to the extent Maker has any outstanding liability under the Pooling and Servicing Agreement. The subordination provisions hereof are solely for the purpose of defining the relative rights of Payee on the one hand and of the Investor Certificate holders under the Pooling and Servicing Agreement, on the other hand, and nothing herein shall impair, as between Maker and Payee, the obligations of Maker. This Note shall be governed by and construed in accordance with the laws of the Commonwealth of Pennsylvania. Payee and any holder of this Note each agree that it will not institute against Maker any proceeding under any Debtor Relief Law so long as any Investor Certificate issued under the Pooling and Servicing Agreement shall be outstanding or there shall not have elapsed one year plus one day since the last day on which any such Investor Certificates shall have been outstanding. In addition to and not in limitation of the foregoing and the provisions of the Agreement, Maker agrees, subject only to any limitation imposed by applicable law, to pay all reasonable expenses incurred by the Payee in endeavoring to collect any amounts payable thereunder which are not paid when due. Presentment for payment, demand, protest, dishonor and notice of dishonor and hereby waived. IN WITNESS WHEREOF, and intending to be legally bound hereby, Maker has caused this Note to be executed by its duly authorized officer as of the date first above written. PICKERING WAY FUNDING CORP. By: /s/ Charles E. Fernald ------------------------------- Vice President EXHIBIT B [FORM OF LOCK-BOX AGREEMENT] LOCKBOX AND AGENCY AGREEMENT This LOCKBOX AND AGENCY AGREEMENT, dated as of May 14, 1993 ("Agreement") between CORESTATES PHILADELPHIA NATIONAL BANK, a national banking association (the "Lockbox Bank"), CHEMICAL LEAMAN TANK LINES, INC., a Delaware corporation ("Chemical Leaman"), PICKERING WAY FUNDING CORP., a Delaware corporation ("Pickering Way") and FIDELITY BANK, N.A., a national banking association (the "Trustee"), shall serve as instructions regarding the operation and procedures for all lockboxes specifically identified herein and any other lockbox now or hereafter maintained at the Lockbox Bank for custody of property of Chemical Leaman or Pickering Way and the bank accounts now or hereinafter maintained at the Lockbox Bank, for the deposit, credit or custody of property of Chemical Leaman or Pickering Way. 1. Effectiveness. This Agreement shall take effect on the date hereof. 2. Lockbox and Account Identification. This Agreement applies to Lockbox No. 8500-5-1445 and any successor Lockbox hereafter created at the Lockbox Bank for Chemical Leaman or Pickering Way (the "Lockbox") and Lockbox Account No. 01743121 or any successor account hereafter created at the Lockbox Bank for Chemical Leaman or Pickering Way (the "Lockbox Account"). 3. Ownership and Security Interest; Agency. Chemical Leaman and Pickering Way hereby grant to the Trustee a continuing ownership right in, lien upon, and security interest in, all funds, items, instruments, investments, securities and other things of value at any time paid, deposited, credited or held (whether for collection, provisionally or otherwise), and all other property of Chemical Leaman and Pickering Way from time to time in the possession or under the control of the Lockbox Bank and all proceeds of all of the foregoing, from time to time paid, deposited, credited or held in the Lockbox or the Lockbox Account. The Trustee hereby appoints the Lockbox Bank as the Trustee's agent: for the Lockbox and the Lockbox Account, and all of such funds, items, instruments, investments, securities, and other things of value and other such property, and proceeds thereof, deposited or credited therein, and the Lockbox Bank by its execution and delivery of this Agreement hereby accepts such appointment and agree to be bound by the terms of this Agreement. Chemical Leaman and Pickering Way hereby agree to such appointment of the Lockbox Bank and further agrees that the Lockbox Bank, on behalf of the Trustee, shall be entitled to exercise, upon the instructions of the Trustee, any all rights which the Trustee may have under the Pooling and Servicing Agreement dated May 14, 1993 between Pickering Way, the Trustee and Chemical Leaman Corporation ("Pooling and Servicing Agreement"), or under applicable law with respect to the Lockbox and the Lockbox Account. The Lockbox Bank agrees to take such action as shall from time to time be specified in writing from the Trustee to enable the Trustee to exercise its rights and remedies with respect to the lien and security interest described in this Section 3. 4. Control of Lockbox and Lockbox Account. The Lockbox (and any related post office box) and the Lockbox Account shall be under the sole dominion and control of the Trustee and shall be maintained by the Lockbox Bank in the name of "Fidelity Bank, National Association, Lockbox Account." Neither Chemical Leaman or Pickering Way nor any other person or entity claiming by, through or under Chemical Leaman or Pickering Way shall have any control over the use of, or any right to withdraw any amount from, the Lockbox or the Lockbox Account. 5. Lockbox Procedures. The Lockbox Bank shall have exclusive and unrestricted access to, and shall collect the mail addressed or delivered to, the Lockbox (even though addressed to Chemical Leaman or Pickering Way) on each Business Day in accordance with the Lockbox Bank's regular collection schedule. The Lockbox Bank shall follow the following procedures with respect to items so collected from the Lockbox and other deposited items: (a) Open mail addressed or delivered to the Lockbox (even though addressed to Chemical Leaman or Pickering Way) and endorse all items and remittances contained therein for automatic daily for deposit in the Lockbox Account. (b) In performing its obligations with respect to the Lockbox, the Lockbox Bank may discover from time to time remittances bearing restrictive legends. Any such items discovered by the Lockbox Bank shall be returned to Chemical Leaman Corporation or any successor servicer under the Pooling and Servicing Agreement ("Servicer") unprocessed for further instructions (or, following the Lockbox Bank's receipt of any notice from the Trustee of the occurrence of any Termination Event under the Pooling and Servicing Agreement, to the Trustee), provided, however, that the Lockbox Bank shall have no responsibility for its failure to discover any items bearing a restrictive legend, nor for the Lockbox Bank's failure to determine in any manner the correctness of any remittance. In addition, the Lockbox Bank reserves the right, should there be a question as to any particular item sent to the Lockbox, to forward such item to Servicer for inspection and instructions -2- before processing for deposit (except that after the Lockbox Bank receives any notice from the Trustee of any Termination Event under the Pooling and Servicing Agreement, it shall forward such items to the Trustee). (c) The Lockbox Bank shall mail, via overnight mail or courier, to Servicer all documents (invoices, etc.) received with the remittances. Following the Lockbox Bank's receipt of any notice from the Trustee of the occurrence of any Termination Event under the Pooling and Servicing Agreement, such documents shall be mailed to the Trustee. (d) The Lockbox Bank shall promptly after receipt mail to Servicer any mail that does not appear to represent a remittance. (e) The Lockbox Bank will adhere to the following procedures concerning irregular items: (x) The Lockbox Bank will process those checks that lack a signature. (y) The Lockbox Bank will return to Servicer any checks postdated over three days, except that after the Lockbox Bank receives any notice from the Trustee of any Termination Event, the Trustee may require the Lockbox Bank to return such item to it. If a check carries and has violated the phrase "void after x--number of days", or is dated over one year past, the check will be returned to Chemical Leaman. (z) If the numeric and written amounts of the check should disagree and the amount cannot be verified from a supporting document, the check shall be returned to the Servicer. (f) At the close of each banking day, the Lockbox Bank shall deposit and transfer to General Account No.__ or any successor account hereafter created at the Lockbox Bank for the Trustee under the Pooling and Servicing Agreement ("Collection Account") all collected remittances and collections received in the Lockbox Account without further act or instruction. The Lockbox Bank shall further use its best efforts to notify both the Trustee and Servicer, not later than 9:00 a.m. of each banking day of all collections and remittances in the -3- Lockbox Account which were transferred to the Collection Account on the preceding banking day. (g) Chemical Leaman agrees to indemnify, pay, save harmless and defend the Lockbox Bank, and any and all of its officers, directors, agents, servants, and employees, from any and all lawsuits, whether in law or in equity, administrative procedures or demand, claims, liabilities, damages, costs, judgments, verdicts, orders, decrees, costs and expenses, including reasonable attorneys' fees, which the Lockbox Bank, its officers, directors, agents, servants, and employees or any of them may suffer, incur or pay arising out of, or in connection with, any lawsuit, administrative procedure or bearing, claim, demand, liability, loss, damage, judgment, verdict, order or decree brought by any person, firm, corporation, partnership, association or any other legal entity arising out of, or connected with (i) the Lockbox Bank's supply of Chemical Leaman's endorsement of items and remittances addressed or delivered to each of the Lockbox, (ii) the Lockbox Bank's transfer of such items or remittances for collection, and (iii) the honor and payment of the items and remittances to Chemical Leaman. 6. Lockbox Account Procedures. The Lockbox Bank shall adhere to the following procedures with respect to items forwarded to it for deposit in or credit to the Lockbox Account: (a) Apply and credit to the Lockbox Account all wire transfers directly to the Lockbox Account and apply and credit for deposit to the Lockbox Account all checks and other items from time to time tendered for deposit therein. (b) It is understood and agreed that all such items and remittances credited to the Lockbox Account shall be subject to the usual terms and conditions of the Lockbox Bank in regard to deposits. (c) For items which were accepted for credit to the Lockbox Account and are later returned unpaid, the Lockbox Bank shall debit the Lockbox Account and redeposit them through a clearing channel selected by the Lockbox Bank. If returned unpaid a second time, the Lockbox Account shall be debited and the items returned to the Servicer. (d) The Lockbox Bank shall follow the instructions from the Trustee as to the holding and transfer of all collected amounts from time to time on deposit in the Lockbox Account. -4- 7. Statements; Information. The Lockbox Bank shall prepare monthly statements of credits and debits to the Lockbox Account in its standard forms and according to its current practices and mail copies of such statements to such persons or departments of Servicer as Servicer may designate from time to time and mail one copy of any such statements prepared to the Trustee. In addition, the Lockbox Bank shall provide the Trustee with such information with respect to the Lockbox and the Lockbox Account, respectively, as the Trustee may from time to time reasonably request, and Chemical Leaman and Pickering Way hereby consents to such information being provided to the Trustee. 8. Compensation. Chemical Leaman hereby agrees to: (i) pay to the Lockbox Bank the Lockbox Bank's fees and charges with respect to the Lockboxes as set forth in the Schedule of Lockbox fees previously provided to Chemical Leaman and all services performed for Chemical Leaman under this Agreement. It is understood that the Lockbox Bank may change these charges without prior notice. It is understood and agreed that Chemical Leaman may be responsible for payment of these charges and all other expenses related to the provision of services under this Agreement provided, however, the Trustee may pay such fees and charges incurred by the Lockbox Bank directly to the Lockbox Bank and such payments by Trustee on behalf of Chemical Leaman shall be deemed part of the expenses of the Trustee payable under the Pooling and Servicing Agreement. (ii) on and after the date a notice of an Termination Event is given, provide the Trustee with a monthly statement showing the invoices sent with respect to the Lockbox and the Lockbox Account, the amount thereof and whether or not such invoices have been paid as of the date of such statement. 9. Exculpation. The Lockbox Bank undertakes to perform only such duties as are expressly set forth herein. Notwithstanding any other provision of this Agreement, it is agreed by the parties hereto that the Lockbox Bank shall not be liable for any action taken by it or any of its directors, officers, agents or employees in accordance with this Agreement, including, without limitation, any action so taken at the request of the Trustee, except for the Lockbox Bank's or such person's own gross negligence or willful misconduct. In no event shall the Lockbox Bank be liable for losses or delays resulting from computer malfunction, interruption of communication facilities, labor difficulties or other causes beyond the Lockbox Bank's reasonable control or for indirect, special or consequential damages. -5- 10. Irrevocable Agreements. Chemical Leaman acknowledges that the agreements made by it and the authorizations granted by it herein are irrevocable and that the authorizations granted herein are powers coupled with an interest. 11. Setoff. (a) The Lockbox Bank waives, with respect to all of its existing and future claims against Chemical Leaman, Pickering Way, the Trustee or any affiliate thereof, all existing and future rights of setoff and banker's liens against the Lockbox Account and all items (and proceeds thereof) that come into its possession in connection with the Lockbox Account, including, without limitation, any failure or collection of any funds transferred to Chemical Leaman, Provided however, that the Lockbox Bank shall have the rights to charge the Lockbox Account, without duplication, (i) for all items deposited therein which are subsequently returned to the Lockbox Bank unpaid and for any return charges payable by the Lockbox Bank under applicable law, and (ii) for all past due compensation and expenses with respect to the Accounts as provided in Section 8 (ii). (b) If any available funds transferred from the Lockbox Account subsequently are not collected by the Lockbox Bank for any reason whatsoever, the Lockbox Bank shall have recourse for reimbursement of such funds to the Lockbox Account. 12. Miscellaneous. The Agreement constitutes the entire agreement with respect to the services provided hereunder and is binding upon the parties hereto and their respective successors and assigns (including any trustee of Chemical Leaman appointed or elected on any action under the Bankruptcy Reform Act of 1978, as amended) and shall inure to their benefit. Neither this Agreement nor any provision hereof may be changed, amended, modified or waived orally, but only by an instrument in writing signed by the parties hereto, provided that such instrument need be signed only by the Lockbox Bank and the Trustee if it does not change any rights or obligations of, or authorization granted by, Chemical Leaman hereunder and notice hereof is provided by the Trustee to Chemical Leaman. Any provision if this Agreement which may prove unenforceable under any law or regulation shall not affect the validity of any other provision hereof. 13. Governing Law. This Agreement shall be governed by, and interpreted in accordance with, the laws of the Commonwealth of Pennsylvania without reference to its principles of conflicts of law. This Agreement may be executed in any -6- number of counterparts which together shall constitute one and the same instrument. 14. Termination. This Agreement may be terminated by the Trustee or the Lockbox Bank upon thirty (30) days' advance written notice to the other parties hereto. All rights of the Lockbox Bank under Section 8 and 9 for the period prior to any such termination shall survive such termination. After this Agreement is terminated, the Lockbox Bank may continue to receive mail through the Lockbox for some time. Chemical Leaman or, if notice of an Termination Event has occurred, the Trustee agrees to pay the Lockbox Bank's usual and customary charges for handling this mail. 15. Notices. All notices, requests or other communications given to Chemical Leaman, Pickering Way, Servicer, the Trustee or the Lockbox Bank shall be given in writing (including telex, facsimile transmission or similar writing) at the address or facsimile number specified below: Trustee: Fidelity Bank, National Association The Fidelity Building 123 South Broad Street Philadelphia, Pennsylvania 19103 Telephone: (215) 985-7202 Facsimile: (215) 985-7290 Lockbox CoreStates Philadelphia National Bank Bank: P.O. Box 7618 Fifth and Market Streets Philadelphia, Pennsylvania 19101-7618 Telephone: (215) ___-____ Facsimile: (215) ___-____ Chemical Chemical Leaman Tank Lines, Inc. Leaman: 102 Pickering Way Lionville, Pennsylvania 19341 Attention: Charles Fernald Telephone: (215) 363-4215 Facsimile: (215) 363-4233 Pickering Pickering Way Funding Corp. Way: 102 Pickering Way Lionville, Pennsylvania 19341 Attention: Charles Fernald Telephone: (215) 363-4215 Facsimile: (215) 363-4233 -7- LOCKBOX AND AGENCY AGREEMENT This LOCKBOX AND AGENCY AGREEMENT, dated as of May 14, 1993 ("Agreement") between CORESTATES PHILADELPHIA NATIONAL BANK, a national banking association (the "Lockbox Bank"), QUALA SYSTEMS, INC., a Delaware corporation ("Quala") PICKERING WAY FUNDING CORP., a Delaware corporation ("Pickering Way") and FIDELITY BANK, N.A., a national banking association (the "Trustee"), shall serve as instructions regarding the operation and procedures for all lockboxes specifically identified herein and any other lockbox now or hereafter maintained at the Lockbox Bank for custody of property of Chemical Leaman or Pickering Way and the bank accounts now or hereinafter maintained at the Lockbox Bank, for the deposit, credit or custody of property of Quala or Pickering Way. 1. Effectiveness. This Agreement shall take effect on the date hereof. 2. Lockbox and Account Identification. This Agreement applies to Lockbox No. 8500-5-5855 and any successor Lockbox hereafter created at the Lockbox Bank for Quala or Pickering Way (the "Lockbox") and Lockbox Account No. 01743113 or any successor account hereafter created at the Lockbox Bank for Quala or Pickering Way (the "Lockbox Account"). 3. Ownership and Security Interest; Agency. Quala and Pickering Way hereby grant to the Trustee a continuing ownership right in, lien upon, and security interest in, all funds, items, instruments, investments, securities and other things of value at any time paid, deposited, credited or held (whether for collection, provisionally or otherwise), and all other property of Quala and Pickering Way from time to time in the possession or under the control of the Lockbox Bank and all proceeds of all of the foregoing, from time to time paid, deposited, credited or held in the Lockbox or the Lockbox Account. The Trustee hereby appoints the Lockbox Bank as the Trustee's agent for the Lockbox and the Lockbox Account, and all of such funds, items, instruments, investments, securities, and other things of value and other such property, and proceeds thereof, deposited or credited therein, and the Lockbox Bank by its execution and delivery of this Agreement hereby accepts such appointment and agree to be bound by the terms of this Agreement. Quala and Pickering Way hereby agree to such appointment of the Lockbox Bank and further agrees that the Lockbox Bank, on behalf of the Trustee, shall be entitled to exercise, upon the instructions of the Trustee, and all rights which the Trustee may have under the Pooling and Servicing Agreement dated May 14, 1993 between Pickering Way, the Trustee and Chemical Leaman Corporation ("Pooling and Servicing Agreement"), or under applicable law with respect to the Lockbox and the Lockbox Account. The Lockbox Bank agrees to take such action as shall from time to time be specified in writing from the Trustee to enable the Trustee to exercise its rights and remedies with respect to the lien and security interest described in this Section 3. 4. Control of Lockbox and Lockbox Account. The Lockbox (and any related post office box) and the Lockbox Account shall be under the sole dominion and control of the Trustee and shall be maintained by the Lockbox Bank in the name of "Fidelity Bank, National Association, Lockbox Account:" Neither Quala or Pickering Way nor any other person or entity claiming by, through or under Quala or Pickering Way shall have any control over the use of, or any right to withdraw any amount from, the Lockbox or the Lockbox Account. 5. Lockbox Procedures. The Lockbox Bank shall have exclusive and unrestricted access to, and shall collect the mail addressed or delivered to, the Lockbox (even though addressed to Quala or Pickering Way) on each Business Day in accordance with the Lockbox Bank's regular collection schedule. The Lockbox Bank shall follow the following procedures with respect to items so collected from the Lockbox and other deposited items: (a) Open mail addressed or delivered to the Lockbox (even though addressed to Quala or Pickering Way) and endorse all items and remittances contained therein for automatic daily deposit in the Lockbox Account. (b) In performing its obligations with respect to the Lockbox, the Lockbox Bank may discover from time to time remittances bearing restrictive legends. Any such items discovered by the Lockbox Bank shall be returned to Chemical Leaman Corporation or any successor servicer under the Pooling and Servicing Agreement ("Servicer") unprocessed for further instructions (or, following the Lockbox Bank's receipt of any notice from the Trustee of the occurrence of any Termination Event under the Pooling and Servicing Agreement, to the Trustee), provided, however, that the Lockbox Bank shall have no responsibility for its failure to discover any items bearing a restrictive legend, nor for the Lockbox Bank's failure to determine in any manner the correctness of any remittance. In addition, the Lockbox Bank reserves the right, should there be a question as to any particular item sent to the Lockbox, to forward such item to Servicer for inspection and instructions before processing for deposit (except that after the Lockbox Bank -2- receives any notice from the Trustee of any Termination Event under the Pooling and Servicing Agreement, it shall forward such items to the Trustee). (c) The Lockbox Bank shall mail, via overnight mail or courier, to Servicer all documents (invoices, etc.) received with the remittances. Following the Lockbox Bank's receipt of any notice from the Trustee of the occurrence of any Termination Event under the Pooling and Servicing Agreement, such documents shall be mailed to the Trustee. (d) The Lockbox Bank shall promptly mail to Servicer any mail that does not appear to represent a remittance. (e) The Lockbox Bank will adhere to the following procedures concerning irregular items: (x) The Lockbox Bank will process those checks that lack a signature. (y) The Lockbox Bank will return to Servicer any checks postdated over three days, except that after the Lockbox Bank receives any notice from the Trustee of any Termination Event, the Trustee may require the Lockbox Bank to return such item to it. If a check carries and has violated the phrase "void after x--number of days", or is dated over one year past, the check will be returned to Quala. (z) If the numeric and written amounts of the check should disagree and the amount cannot be verified from a supporting document, the check shall be returned to the Servicer. (f) At the close of each banking day, the Lockbox Bank shall deposit and transfer to General Account No. _____ or any successor account hereafter created at the Lockbox Bank for the Trustee under the Pooling and Servicing Agreement ("Collection Account") all remittances and collections received in the Lockbox Account without further act or instruction. The Lockbox Bank shall further use its best efforts to notify both the Trustee and Servicer, not later than 9:00 a.m. of each banking day of all collections and remittances in the Lockbox -3- Account which were transferred to the Collection Account on the preceding banking day. (g) Quala agrees to indemnify, pay, save harmless and defend the Lockbox Bank, and any and all of its officers, directors, agents, servants, and employees, from any and all lawsuits, whether in law or in equity, administrative procedures or demand, claims, liabilities, damages, costs, judgments, verdicts, orders, decrees, costs and expenses, including reasonable attorneys' fees, which the Lockbox Bank, its officers, directors, agents, servants, and employees or any of them may suffer, incur or pay arising out of, or in connection with, any lawsuit, administrative procedure or bearing, claim, demand, liability, loss, damage, judgment, verdict, order or decree brought by any person, firm, corporation, partnership, association or any other legal entity arising out of, or connected with (i) the Lockbox Bank's supply of Quala's endorsement of items and collected remittances addressed or delivered to each of the Lockbox, (ii) the Lockbox Bank's transfer of such items or remittances for collection, and (iii) the honor and payment of the items and remittances to Quala. 6. Lockbox Account Procedures. The Lockbox Bank shall adhere to the following procedures with respect to items forwarded to it for deposit in or credit to the Lockbox Account: (a) Apply and credit to the Lockbox Account all wire transfers directly to the Lockbox Account and apply and credit for deposit to the Lockbox Account all checks and other items from time to time tendered for deposit therein. (b) It is understood and agreed that all such items and remittances credited to the Lockbox Account shall be subject to the usual terms and conditions of the Lockbox Bank in regard to deposits. (c) For items which were accepted for credit to the Lockbox Account and are later returned unpaid, the Lockbox Bank shall debit the Lockbox Account and redeposit them through a clearing channel selected by the Lockbox Bank. If returned unpaid a second time, the Lockbox Account shall be debited and the items returned to the Servicer. (d) The Lockbox Bank shall follow the instructions from the Trustee as to the holding and transfer of all collected amounts from time to time on deposit in the Lockbox Account. -4- 7. Statements; Information. The Lockbox Bank shall prepare monthly statements of credits and debits to the Lockbox Account in its standard forms and according to its current practices and mail copies of such statements to such persons or departments of Servicer as Servicer may designate from time to time and mail one copy of any such statements prepared to the Trustee. In addition, the Lockbox Bank shall provide the Trustee with such information with respect to the Lockbox and the Lockbox Account, respectively, as the Trustee may from time to time reasonably request, and Quala and Pickering Way hereby consents to such information being provided to the Trustee. 8. Compensations. Quala hereby agrees to: (i) pay to the Lockbox Bank the Lockbox Bank's fees and charges with respect to the Lockboxes as set forth in the Schedule of Lockbox fees previously provided to Quala and all services performed for Quala under this Agreement. It is understood that the Lockbox Bank may change these charges without prior notice. It is understood and agreed that Quala may be responsible for payment of these charges and all other expenses related to the provision of services under this Agreement provided, however, the Trustee may pay such fees and charges incurred by the Lockbox Bank directly to the Lockbox Bank and such payments by Trustee on behalf of Quala shall be deemed part of the expenses of the Trustee payable under the Pooling and Servicing Agreement. (ii) on and after the date a notice of an Termination Event is given, provide the Trustee with a monthly statement showing the invoices sent with respect to the Lockbox and the Lockbox Account, the amount thereof and whether or not such invoices have been paid as of the date of such statement. 9. Exculpation. The Lockbox Bank undertakes to perform only such duties as are expressly set forth herein. Notwithstanding any other provision of this Agreement, it is agreed by the parties hereto that the Lockbox Bank shall not be liable for any action taken by it or any of its directors, officers, agents or employees in accordance with this Agreement, including, without limitation, any action so taken at the request of the Trustee, except for the Lockbox Bank's or such person's own gross negligence or willful misconduct. In no event shall the Lockbox Bank be liable for losses or delays resulting from computer malfunction, interruption of communication facilities, labor difficulties or other causes beyond the Lockbox Bank's reasonable control or for indirect, special or consequential damages. -5- 10. Irrevocable Agreements. Quala acknowledges that the agreements made by it and the authorizations granted by it herein are irrevocable and that the authorizations granted herein are powers coupled with an interest. 11. Setoff. (a) The Lockbox Bank waives, with respect to all of its existing and future claims against Quala, Pickering Way, the Trustee or any affiliate thereof, all existing and future rights of setoff and banker's liens against the Lockbox Account and all items (and proceeds thereof) that come into its possession in connection with the Account, including, without limitation, any failure or collection of any funds transferred to Quala, provided, however, that the Lockbox Bank shall have the rights to charge the Lockbox Account, without duplication, (i) for all items deposited therein which are subsequently returned to the Lockbox Bank unpaid and for any return charges payable by the Lockbox Bank under applicable law, and (ii) for all past due compensation and expenses with respect to the Accounts as provided in Section 8(ii). (b) If any available funds transferred from the Lockbox Account subsequently are not collected by the Lockbox Bank for any reason whatsoever, the Lockbox Bank shall have recourse for reimbursement of such funds to the Lockbox Account. 12. Miscellaneous. The Agreement constitutes the entire agreement with respect to the services provided hereunder and is binding upon the parties hereto and their respective successors and assigns (including any trustee of Quala appointed or elected on any action under the Bankruptcy Reform Act of 1978, as amended) and shall inure to their benefit. Neither this Agreement nor any provision hereof may be changed, amended, modified or waived orally, but only by an instrument in writing signed by the parties hereto, provided that such instrument need be signed only by the Lockbox Bank and the Trustee if it does not change any rights or obligations of, or authorization granted by, Quala hereunder and notice hereof is provided by the Trustee to Quala. Any provision if this Agreement which may prove unenforceable under any law or regulation shall not affect the validity of any other provision hereof. 13. Governing Law. This Agreement shall be governed by, and interpreted in accordance with, the laws of the Commonwealth of Pennsylvania without reference to its principles of conflicts of law. This Agreement may be executed in any -6- number of counterparts which together shall constitute one and the same instrument. 14. Termination. This Agreement may be terminated by the Trustee or the Lockbox Bank upon thirty (30) days' advance written notice to the other parties hereto. All rights of the Lockbox Bank under Section 8 and 9 for the period prior to any such termination shall survive such termination. After this Agreement is terminated, the Lockbox Bank may continue to receive mail through the Lockbox for some time: Quala or, if notice of an Termination Event has occurred, the Trustee agrees to pay the Lockbox Bank's usual and customary charges for handling this mail. 15. Notices. All notices, requests or other communications given to Quala, Pickering Way, Servicer, the Trustee or the Lockbox Bank shall be given in writing (including telex, facsimile transmission or similar writing) at the address or facsimile number specified below: Trustee: Fidelity Bank, National Association The Fidelity Building 123 South Broad Street Philadelphia, Pennsylvania 19103 Telephone: (215) 985-7202 Facsimile: (215) 985-7290 Lockbox CoreStates Philadelphia National Bank Bank: P.O. Box 7618 Fifth and Market Streets Philadelphia, Pennsylvania 19101-7618 Telephone: (215) ___-____ Facsimile: (215) ___-____ Quala: Quala Systems, Inc. 102 Pickering Way Lionville, Pennsylvania 19341 Attention: Charles Fernald Telephone: (215) 363-4215 Facsimile: (215) 363-4233 -7- Pickering Pickering Way Funding Corp. Way: 102 Pickering Way Lionville, Pennsylvania 19341 Attention: Charles Fernald Telephone: (215) 363-4215 Facsimile: (215) 363-4233 Servicer: Chemical Leaman Corporation 102 Pickering Way Lionville, Pennsylvania 19341 Attention: Charles Fernald Telephone: (215) 363-4215 Facsimile: (215) 363-4233 Any party may change its address or facsimile number for notices hereunder by notice to each other party hereunder. Each notice, request or other communication shall be effective (a) if given by facsimile, when such facsimile is transmitted to the facsimile number specified in this Section and confirmation of receipt is received by the appropriate party, (b) if given by mail, five (5) days after such communication is deposited in the mails with registered first class postage prepaid, addressed as aforesaid or (c) if given by any other means, when delivered at the address specified in this section. CORESTATES PHILADELPHIA NATIONAL BANK By: -------------------------------- (Assistant) Vice President FIDELITY BANK, NATIONAL ASSOCIATION, as Trustee By: -------------------------------- (Vice) President QUALA SYSTEMS, INC. By: -------------------------------- (Vice) President PICKERING WAY FUNDING CORP. By: -------------------------------- (Vice) President -8- EXHIBIT C [FORM OF SERVICER DAILY REPORT] SERVICER DAILY REPORT CHEMICAL LEAMAN CORPORATION SERVICER DAILY REPORT FOR ________________ , 199 _ ___________________________________ (1) Total Eligible Receivables from Daily Servicers Report dated ______________, 199__. $______________ (2) Amount of New Pool Receivables since Daily Servicers Report dated ______________, 199_ $______________ (3) Amount of Cash Collections since Daily Servicers Report dated ____________, 199_ $______________ (4) Required Minimum Seller Amount * $______________ (5) Discount Reserve Requirement $______________ (6) Reserve Account Required Balance $( $1,000,000) (7) Total Eligible Receivables [(1)+(2)-(3)] $(_____________) (8) Unallocated Principal Sub-Account Required Balance [(4)+(5)+(6)+(7)] $______________ (9) Account Minimums (a) Reserve Account = (i) Reserve Account Requirement $ 1,000,000 (ii) Current Balance $______________ (iii) Excess (Deficiency) $ ============== (b) Unallocated Principal Account = (i) Required Balance (from (8) above) $______________ (ii) Current Balance $______________ (iii) Excess (Deficiency) $______________ (c) Interest Account $______________ - ---------- *From last Servicer Monthly Report or, if none, the Initial Servicer Report (10) Outstanding Fees: Trustee - $______________ Servicer - $______________ Other - $______________ $ Total ============== (11) Allocations/Distributions: (a) Available Cash in Collection Account $_____________ (b) Payment of Fees and Expenses $_____________ (c) Transfer to Interest Sub-Account $_____________ (d) Transfer to (from) Reserve Account $_____________ (e) Transfer to Unallocated Principal Sub-Account [see (b) (iii)] $_____________ (f) Servicer Fees (g) Transfer to Seller Sub-Account $ [(a)-(b)+(c)+(d)+(e)+(f)] ============= -2- SERVICER DAILY REPORT CHEMICAL LEAMAN CORPORATION SERVICER DAILY REPORT FOR ________________ , 199 _ _______________________________________ (1) Total Eligible Receivables from Daily Servicers Report dated ______________, 199__. $_____________ (2) Amount of New Pool Receivables since Daily Servicers Report dated ______________, 199_ $_____________ (3) Amount of Cash Collections since Daily Servicers Report dated ____________, 199_ $_____________ (4) Required Minimum Seller Amount * $_____________ (5) Discount Reserve Requirement $_____________ (6) Reserve Account Required Balance $( $1,000,000) (7) Total Eligible Receivables [(1)+(2)-(3)] $_____________ (8) Unallocated Principal Sub-Account Required Balance [(4)+(5)+(6)+(7)] $_____________ (9) Account Minimums (a) Reserve Account = (i) Reserve Account Requirement $ 1,000,000 (ii) Current Balance $_____________ (iii) Excess (Deficiency) $ ============= (b) Unallocated Principal Account = (i) Required Balance (from (8) above) $_____________ (ii) Current Balance $_____________ (iii) Excess (Deficiency) $_____________ (c) Interest Account $_____________ - ---------- *From last Servicer Monthly Report or, if none, the Initial Servicer Report (10) Outstanding Fees: Trustee - $______________ Servicer - $______________ Other - $______________ $ Total ============= (11) Allocations/Distributions: (a) Available Cash in Collection Account $_____________ (b) Payment of Fees and Expenses $_____________ (c) Transfer to Interest Sub-Account $_____________ (d) Transfer to (from) Reserve Account $_____________ (e) Transfer to Unallocated Principal Sub-Account [see (b) (iii)] $_____________ (f) Servicer Fees (g) Transfer to Seller Sub-Account $ [(a)-(b)+(c)+(d)+(e)+(f)] ============= -2- EXHIBIT D FORM OF SERVICER MONTHLY REPORT SERVICER MONTHLY REPORT CHEMICAL LEAMAN CORPORATION SERVICER MONTHLY CERTIFICATE For the Accounting Period ending _________, 199_ ---------------------------------------------------- (I) Pool Receivables Balance (1) Aggregate principal amount of Pool Receivables at end of Accounting Period $ (2) Cash Collections of Pool Receivables during Accounting Period ($ ) (3) New Pool Receivables created during Accounting Period $ (4) Net Pool Receivables Balance at end of Accounting Period [sum of (1) through (3)] $ ============= (II) Aging Analysis of Pool Receivables As of end of Accounting Period: From Chemical Invoice Leaman Tank Date Lines, Inc. Quala Systems. Inc. Total ---- ----------- ------------------- ----- 0-30 31-60 61-90 91-120 151-180 181-210 Over 210 $ $ $ ----------- ----------- ----------- $ $ =========== =========== (III) Eligible Receivables Analysis (1) Pool Receivables Balance (from I(6) above) $ (2) Concentration Analysis (a) Obligors having a rating of "AA/Duff+" or equivalent: (i) - % (b) Obligors having a rating of "A/Duff-1" or equivalent: (i) - % (ii) - % (c) Obligors having a rating of investment grade: (i) - % (ii) - % (iii) - % (iv) - % (d) Obligors exceeding maximum permitted percentage: Name Excess ---- ------ $ (3) Ineligible Receivables as of end of Accounting Period: Over 180 Days Past Due $ (210 from invoice date) Asserted Set-Off $ 0 Excess Concentration Accounts (From III(2) above) $ 0 Non-U.S. Government Obligors $ 0 U.S. Government Receivables in Excess of $350,000 $ 0 Non-U.S. Resident Obligor $ Other (________________) $ Total Ineligible Receivables $ ============= (4) Total Eligible Receivables [(1)-(3)] $ ============= -2- (5) The Receivables existing on at end Accounting Period have the respective aging as set forth in the Exhibit A attached hereto as of the last day of the Accounting Period. (IV) Required Minimum Seller Amount (A) Required Minimum Seller Percentage: (1) Minimum 20% ============= (2) Charge-Off Ratio Minimum (i) Total Charge-Offs in Accounting Period $ (ii) Average Outstanding Balance of Pool Receivable $ (iii) Charge-Off Ratio [(i) divided by (ii)] (iv) Maximum Permitted Charge-Off Ratio % (v) Excess Charge-Off Ratio [(iii) - (iv)] 0% (vi) Product of (v) times 1.22 0% ============= (3) Billing Adjustment Percentage Minimum: (i) Total Billing Adjustments for last 3 Accounting Periods ending April 4, 1993 $ (ii) Total new Pool Receivables for last 3 Accounting Periods ending April 4, 1993 $ (iii) Billing Adjustment Percentage [(i) divided by (ii)] (iv) Maximum permitted Billing Adjustment Percentage % (v) Excess Billing Adjustment Percentage [(iii)-(iv)] 0% (vi) Product of (v) times 1.22 0% ============= (4) Required Initial Minimum Seller Percentage for Accounting Period [sum of (i)+(ii)+(iii)] ============= -3- (B) Discount Reserve (1) Excess of Accrued and unpaid interest on Investor Certificates over the amount on deposit in Interest Sub-Account $ (2) $23,000,000 x [(V(I) (ii)) divided by 4] $ (3) Discount Reserve Requirement [(1)+(2)] $ ============= (C) Unallocated Principal Sub-Account Required Balance (1) Principal Amount of Investor Certificate $ 23,000,000 (2) Required Minimum Seller Percentage [see IV(A)(4)] (3) Minimum Seller Amount [(1) divided by (1-(2))] $ (4) Discount Reserve Requirements $ [IV(B)] (5) Reserve Account Required Balance ($ 1,000,000) (6) Eligible Receivables [see III(4)] ($ ) (7) Unallocated Principal Sub-account $ Requireed Balance [(3)+(4)+(5)+(6)] ============= V Financial Ratios (A) Charge-Off Ratio - (i) Total Pool Receivables Charge-Off During last 3 Accounting Periods ending __________, 199_ $ (ii) Average Daily principal balance of Pool Receivables during 3 Accounting Periods ending ______________, 199_ $ (iii) Maximum Charge-Off Ratio 8% (iv) Actual Charge-Off Ratio for last 3 Acccounting Periods April 4, 1993 [(i) divided by (ii)] % -4- (B) Collection Percentage - (i) Total Collections for last 3 Accounting Periods ending __________, 199_ $ (ii) Average daily balance of Pool Receivables for last 3 Accounting Periods ending __________, 199_ $ (iii) Minimum Collection Percentage 70% (iv) Actual Closing Percentage [(i)-(ii)] % (C) Delinquency Percentage - (i) Average principal balance of Eligible Receivables past due for at least 91 days at end of each of the last 3 Accounting Periods ending __________, 199_ $ (ii) Average aggregate principal balance of Eligible Receivables at the end of each of the last 3 Accounting Periods ending ___________, 199_ $ (iii) Maximum Delinquency Percentage 15% (iv) Actual Delinquency Percentage % (D) Billing Adjustment Percentage - (i) Aggregate Billing Adjustments in the last 3 Accounting Periods ending ________, 199_ $ (ii) Aggregate of all Pool Receivables created in the last 3 Accounting Periods ending ___________, 199_ $ (iii) Maximum Billing Adjustment Percentage 1.25% (iv) Actual Billing Adjustment Percentage [(i) divided by (ii)] % (E) Fixed Charge Ratio - (i) Operating Income, exclusive of extraordinary item, interest, depreciation and amortization, for Accounting Period ending ___________, 199_ (ii) interest Expense for Accounting Period ending ___________, 199_ (iii) Minimum Fixed Charge Ratio 2.75% (iv) Actual Fixed Charge Ratio % -5- (F) Consolidated Shareholders Equity - (i) Minimum Consolidated Shareholders Equity $ 21,000,000 (ii) Actual Consolidated Shareholders Equity on ______________, 199_ $ (G) Average Maturity of Pool Receivables on end of Accounting Period - 41 Days (H) Balance in Reserve Account - $ 1,000,000 (I) Interest due of Investor Certificates for the current Interest Period (_________, 199_ to _______, 199_) - (i) Principal Balance of Investor Certificate $ 23,000,000 (ii) Certificate Rate for initial Interest Period % All defined terms used herein shall have the meanings given them in the Pooling and Servicing Agreement dated May 14, 1993 between Pickering Way Funding Corp., Chemical Leaman Corporation and Fidelity Bank, National Association, as Trustee ("Pooling Agreement"). CHEMICAL LEAMAN CORPORATION Date: , 199 By: ------- - ---------------------------------- Vice President -6- EXHIBIT E CREDIT AND COLLECTION POLICY CHEMICAL LEAMAN TANK LINES, INC. CREDIT POLICY I. Mission Statement The Chemical Leaman Tank Lines Credit Department shall function in concert with the overall Company strategy and goals. Our primary objective is to provide our organization with a competitive advantage to enable the Company to maximize its return on investment. The Credit Department will be instrumental in building a customer base that is broad, durable and viable. We will cultivate a positive and constructive relationship with our customers. Customer contacts will be diplomatic and friendly, conduced to promote a wholesome respect for the Company and its business practices. We will also partnership with the field and sales organizations in order to effectively carry out our mission. Credit, Sales and Operations are mutually responsible for accounts receivable collection. Sales and Operations' advice and assistance are encouraged and imperative for success. In conclusion, the Credit Department shall endeavor to maximize return on the investment in receivables while achieving the lowest possible days' sales outstanding and limiting bad debt losses. II. Credit Approval The Credit Department shall define and implement a suitable credit basis on which to deal with every customer. Standards by which credit risks are accepted or rejected shall be flexible enough to maximize profitable sales by the Company. Marginal credit risks will be dealt with on an individual basis that will depend on the merits of each case. No customer shall be denied the right to purchase our services until every means of selling to that customer on a safe and sound basis has been exhausted. It is the responsibility of the Credit Department to approve Credit. Credit approval must be obtained on all new accounts prior to signing a contract. John Heydt will be communicating with you shortly regarding the process to ensure that no load is handled without first verifying credit approval. Credit decisions are based on information developed through credit investigation. Every effort must be made to obtain as much accurate information as possible in order to develop a credit profile on new and existing accounts. A credit application must be completed by every new prospective customer (see Exhibit I. The application must include three trade references (at least two bulk carriers are preferred) and a bank reference. in addition, a Dun & Bradstreet credit report will be reviewed. ln addition to the trade references and credit report, other references may be obtained from other members of the tank truck industry credit group. A credit limit will be assigned once the credit references and credit report have been analyzed. The terminal location and/or the Sales Department will be notified of the credit approval or denial. No contract can be entered into, or load hauled, without first obtaining credit approval on the party paying the freight. Any potential customer in business less than one year will be initially assigned a maximum credit limit of $3,000. Should sales or field personnel disagree with the dicision not to grant credit to a prospective customer, the Controller and V.P. Sales will serve as a sounding board. III. Collection Procedure The facilitation of accounts receivable collection is the responsibility of the Credit Department. Collection activities include customer letters regarding past due balances, past due statements (automatically sent every six weeks), phone solicitations, personal visits, and joint credit and sales actions. Collection efforts begin with telephone contact. Collection calls are initiated when an invoice falls thirty (30) days past due. Past due balances are monitored through weekly aged trial balance reports sorted by credit representatives. Customer objections to payment can be classified into six categories: 1) Billing errors 2) Contract interpretation differences 3) Freight payment service rejections 4) Individual billing disputes 5) Lack of customer attention 6) Customer cash flows. The Credit Department has structured the attached ACTION MATRIX in an attempt to provide and resolve customer objections to payment. The matrix is designed to keep past due receivables at a minimum. The matrix assigns a -2- direction to take for each of the six main objections for payment. Most importantly, each step is assigned a time limit to get the problem resolved or it is moved to a higher level of authority to review and administer. The Company's top level executives will get involved in resolving these issues if they cannot be suitably handled at the previous levels. IV. Assigned To Caution Account Status When an account cannot be resolved through normal credit/collection procedures, the Credit Supervisor will review the account for caution status. Before a final decision is made, either the credit representative or Credit Supervisor will discuss this course of action with the sales person and/or field representative for consensus. If agreed, customers will be advised of status and a notice will be sent through system to all terminals that the account has been put on caution. If an account exceeds their credit limit, the system will automatically put the account on caution and will not be removed until reviewed by Credit Supervisor. To determine if an account is on caution, check the /CLOCF screen to see if a customer number is assigned. If flashing "caution," then please contact the Credit Department for direction. V. Write-Off and Adjustment Policy Everyone in the collection process must focus on collecting the full amount billed and eliminating revenue adjustments and bad debt write-offs. However, revenue adjustments must be made when appropriate, based upon the following levels of authority. Levels of authority have been developed to place the responsibility for revenue adjustments at the profit center. We are in the process of generating an aged recievable listing by terminal that billed the revenue for all balances 90 days or greater past due. Field representatives should work in concert with sales and collection to ensure that a unified face is presented to the customer. The following schedule applies for adjustments to correctly billed legitimate charges disputed by a customer. o Invoices greater than six - Controller-discretionary months past due authority for revenue under $100. adjustment. o Up to $100 per account - Terminal Manager of terminal receiving revenue. o $101 to $500 - Division Director of Sales. o $501 to $5,000 - Division Vice President. -3- o Over $5,000 - Pricing Committee (members include the President, Vice President of Sales, Controller and Cost Analysis Manager). Any combination of adjustments, which in total exceed an authority level, will be considered as a single adjustment and must be submitted to the appropriate higher level for authorization. Bad debt accounts should be written off after all collection efforts have been exhausted. The Credit Supervisor will make this determination after a thorough analysis. The Credit Supervisor will have authority to write off an account up to $5,000. Those over $5,000 must be authorized by the Controller. The Credit Supervisor will also have the authority to place accounts with a collection agency or an attorney after all internal efforts have been exhausted. CREDIT DEPARTMENT ACTION
PROBLEM STEP 1 STEP 2(15-30 DAYS) STEP 3 (31-45 DAYS) STEP 4 (60 DAYS) - ------- ------ ------------------ ------------------- ---------------- CLTL Billing Errors Contact the Term. Mgr. If no results, contact Reg. If no results, contact If no results, advise and/or Billing Gen. Mgr. and Billing Divisional Vice President Controller. Supervisor for resolution. Supervisor. Advise: Advise: Advise: Reg. Gen. Mgr. DVP President Natl. Acct. Drtr. Div. Drtr. Sales or V.P.-Sales Natl. Acct. Drtr. Difference in Contact the parties If no results, contact Reg. If no results, contact If no results, contract responsible. Gen. Mgr. and/or Div. Divisional Vice President. contact Vice interpretation. Drtr. of Sales or Natl. President-Sales. Advise: Acct. Drtr. Advise: Billing Supervisor Advise: V.P.-Sales Advise: Div. Drtr. of Sales DVP President Natl. Acct. Drtr. Controller Freight payment Contact Term. Mgr. If no results, contact Reg. If no results, contact If no results, service rejections. and/or Billing Gen. Mgr. and Div. Drtr. Divisional Vice President. contact V.P. Supervisor of Sales or Natl. Acct. -Sales. Drtr. Advise: Advise: Advise: Natl. Acct. Drtr. DVP President Controller Individual billing Contact Term. Mgr. If no results, contact Reg. If no results, contact If no results, disputes. Div. Sales Mgr. Gen. Mgr., Div. Drtr. Divisional Vice President. contact V.P. of Sales -Sales, Pricing Advise: Committee for Billing Supervisor Advise: adjustment. Reg. Gen. Mgr. DVP Advise: Natl. Acct. Drtr. President Controller Customer lack of Credit contnues action, Credit advises Div.Drtr. If no results, contact If no results, attention. but advises Term. Mgr. of Sales, Natl. Acct. Drtr. Divisional Vice President. contact V.P. and Div. Sales Mgr. Advise: Possible credit -Sales. DVP restriction Advise: President Controller Customer cash flow Credit continues action Credit continues work- If no results, credit hold. If no results, advise problems. but advises Term. Mgr. out attempts. Controller. Possible and Div. Sales Mgr. Advise: Advise: bad debt write-off, DVP DVP collection agency Div. Drtr. of Sales V.P.-Sales and/or legal action.
Controller | Credit Department | Supervisor, Credit Lorena Kilroy | General Clerk A -|- General Clerk B (PT) Lynne Hamm | Nancy Kerstetter | Credit Representative -|- Credit Representative Andrew Harden | Crystal Jilek | Credit Representative -|- Credit Representative Karen Kirylyck | Dawn Lockard | Credit Representative -|- Credit Representative Einar Markussen | Dorothy Pettit CHEMICAL LEAMAN TANK LINES, INC. CREDIT DEPARTMENT PROFESSIONAL STAFF Credit Supervisor, Lorena Kilroy: o 5 years with Chemical Leaman Tank Lines, Inc. o 7 years professional credit experience. Credit Representatives: Dawn Lockard: o 4 years Chemical Leaman Tank Lines, Inc. credit experience. Dorothy Pettit: o 7 years Chemical Leaman Tank Lines, Inc. credit experience. Andrew Harden: o 20 years accounting experience with Chemical Leaman Tank Lines, Inc. o 2 years Chemical Leaman Tank Lines, Inc. credit experience. Crystal Jilek: o 6 years Chemical Leaman Tank Lines, Inc. customer service experience. o 1 year Chemical Leaman Tank Lines, Inc. credit experience. Einar Markussen: o 4 years professional credit experience. o 5 months with Chemical Leaman Tank Lines, Inc. credit. Karen Kirylyck: o 4 years professional collection experience. o 3 months with Chemical Leaman Tank Lines, Inc. credit. EXHIBITS 1. Chemical Leaman Tank Lines, Inc. Credit Application. 2. Credit Reference Worksheet. 3. Aged Trial Balance Report (one page). 4. Lock Box Notification Receipt. TRADE REFERENCE WORKSHEET COMPANY:________________________________ DATE:_________________________
HOW LONG PRESENT PAYMENT LAST TRADE CO. DATE CALLED S/W DOING BUS. HIGH CREDIT BALANCE TERMS HISTORY SALE DATE - -------------------------------------------------------------------------------------------------------- 1. - -------------------------------------------------------------------------------------------------------- 2. - -------------------------------------------------------------------------------------------------------- 3. - -------------------------------------------------------------------------------------------------------- 4. - -------------------------------------------------------------------------------------------------------- 5. - -------------------------------------------------------------------------------------------------------- 6. - -------------------------------------------------------------------------------------------------------- APPROVED BY:______________________ DATE:_____________________ CREDIT AMOUNT: $_______________ DECLINED BY:______________________ CONTACTED CUSTOMER: YES__ NO__ DATE:________________ SPOKE WITH:____________________ COMMENTS: - -------------------------------------------------------------------------------------------------------- - -------------------------------------------------------------------------------------------------------- - -------------------------------------------------------------------------------------------------------- - -------------------------------------------------------------------------------------------------------- - --------------------------------------------------------------------------------------------------------
EXHIBIT 2
[illegible] FNR 3/21/83 C.L. CORP A G E D A C C O U N T S R E C E I V A B L E ENDING DATE 2/20/93 PAGE# 15 S.C. CUST# C U S T O M E R A D D R E S S ST CITY 0-TO-30 31-TO-60 61-TO-90 OVER-90 TOTAL BAL-DUE 02691 MALCO CHEMICAL COMPANY RE 19 S ROSE ROAD [illegible] $322 $130 $452 $5.386- CUST. TOTAL..... 45,047 7,421 4,258 3,550- 53,176.57 00732 NATIONAL STARCH & CHEM C P O BOX 6500 NJ BRIDGEWATER $195 $195.48 CUST. TOTAL..... 195 195.48 [illegible] OLD BRIDGE CHEMICAL P O BOX 194 [illegible] $10,136 $10,136.53 $10,136 CUST. TOTAL..... 10,136 10,136.53 59390 OLIN CORPORATION 120 LONG RIDGE RD CT STANFORD $77,483 $4,161 9,465 $438 $91,549.21 [illegible] OLIN CORPORATION 120 LONG RIDGE RD CT STANFORD $13,835 $4,545 $83 $312 $17,775.90 88539 OLIN CORPORATION DO NOT MAIL CT STANFORD $4,883 $2,781 $7,664.50 [illegible] OLIN CORPORATION P O BOX 647 [illegible] [illegible] [illegible] $11,639.00 59360 OLIN CORPORATION P O BOX 2896 LA LAKE CHARLES $325 $40- $285.00 [illegible] OLIN CORPORATION P O BOX [illegible][illegible] [illegible] [illegible] [illegible] [illegible] 59410 OLIN CORPORATION 100 MCKEE ROAD NY ROCHESTER $5,009 $5,009.70 59470 OLIN CORPORATION [illegible] [illegible] $3,272 $3,272.00 $629- CUST. TOTAL.... 118,542 9,567 9,548 $2,611 140,259.39 59910 OWENS CORNING FIBERGLAS 2552 INDUSTRIAL DRIVE IN VALPARAISO $12,969 $12,969.24 CUST. TOTAL.... 12,969 12,969.24 65176 OXY PETROCHEMICAL [illegible] [illegible] $409 409.54 CUST. TOTAL.... 409 409.54 02173 P P & S CHEMICAL COMPANY 250 CNTRL FLORIDA PKWY FL ORLANDO $2,387 $2,359 $4,747.10 CUST. TOTAL.... 2,387 2,359 4,747.10 [illegible] P P G INDUSTRIES INC [illegible] [illegible] $166 $82 $247.80 64580 P P G INDUSTRIES INC 1377 OAKLEIGH DR GA E POINT $55 $55.00 [illegible] P P G INDUSTRIES INC [illegible] [illegible] $1,752 [illegible] [illegible] [illegible] 78033 P P G INDUSTRIES INC 1330 PIEDMONT MI TROY $937 $937.40 [illegible] P P G INDUSTRIES INC [illegible] [illegible] $651 $651.80 64660 P P G INDUSTRIES INC RT 4 WASHBURN SWITCH ROA NC SHELBY $55 $55.00 [illegible] P P G INDUSTRIES INC [illegible] [illegible] [illegible] [illegible] [illegible] [illegible] 08224 P P G INDUSTRIES INC 3800 WEST 143RD STREET OH CLEVELAND $778 $778 $560 $2,117.36 [illegible] P P G INDUSTRIES INC [illegible] [illegible] [illegible] [illegible] [illegible] [illegible] 83191 P P G INDUSTRIES INC % COMMERCIAL TRAFFIC CO OH CLEVELAND $282 $101- $181.23 [illegible] P P G INDUSTRIES INC [illegible] [illegible] [illegible] [illegible] [illegible] [illegible] 28435 P P G INDUSTRIES INC 1 P P G PLACE PA PITTSBURGH $3,236 $3,236.00 [illegible] P P G INDUSTRIES INC CHEMICALS GROUP PA PITTSBURGH $27,958 [illegible] [illegible] [illegible] $40,729.12 64740 P P G INDUSTRIES INC 125 COLFAX/ C & R ACCTG PA SPRINGDALE $1,293 $1,293.99 [illegible] P P G INDUSTRIES INC [illegible] [illegible] [illegible] [illegible] [illegible] [illegible] 51984 P P G INDUSTRIES INC SANTEX DIVISION WI APPLETON $25- $25.00- [illegible] P P G INDUSTRIES INC [illegible] [illegible] [illegible] [illegible] [illegible] [illegible] 18520 P P G INDUSTRIES INC P O BOX 191 WV NEW MARTINSVIL $6,494 $132 $3,689 $10,315.75 [illegible] CUST. TOTAL....[illegible] [illegible] [illegible] [illegible] [illegible] PETROLITE CORPORATION [illegible] [illegible] [illegible] [illegible] [illegible] [illegible] 00373 PETROLITE CORPORATION 369 MARSHALL AVE MO WEBSTER GROVES $36,554 $1,409 $158 $7,527 $45,649.49 [illegible] PETROLITE CORPORATION [illegible] [illegible] [illegible] [illegible] [illegible] [illegible] 67218 PETROLITE CORPORATION 16010 BAKERSPOINT LANE TX HOUSTON $959 $959.31
EXHIBIT 3 [LOGO] CHEMICAL LEAMAN TANK LINES, INC. 102 Pickering Way, Exton, PA 19341-0200 o 215-363-4200 "CREDIT APPLICATION" Customer Name & Address Division or Branch of: _________________________________ ___________________________________ _________________________________ ___________________________________ _________________________________ ___________________________________ Contact:_________________________ Proprietorship_______ How Long Partnership _______ In ________ Phone:___________________________ Corporation _______ Business Amount of Credit Required Per Month $___________________________________________ Bank Reference:_________________________________________________________________ Phone:____________________________ Account No.__________________________________ Trade References: Prefer at least (2) Bulk Carriers. 1. _____________________________________________________________________________ _____________________________________________________________________________ ________________________________Phone:_______________________________________ ******************************************************************************** 2. _____________________________________________________________________________ _____________________________________________________________________________ ________________________________Phone:_______________________________________ ******************************************************************************** 3. _____________________________________________________________________________ _____________________________________________________________________________ ________________________________Phone:_______________________________________ The above information is given for the purpose of extending credit and is true and accurate. I authorize Chemical Leaman Tank Lines, Inc. to contact each of the above references regarding their credit experience with my company. I agree to abide by the payment terms as stated on the invoices submitted by Chemical Leaman Tank Lines, Inc. Firms Name:__________________________________________Date:______________________ Authorized Signature:________________________________Title:_____________________ ________________________________________________________________________________ EXHIBIT 1 FIRST AMENDMENT TO RECEIVABLES CONTRIBUTION AND PURCHASE AGREEMENT This FIRST AMENDMENT TO RECEIVABLES CONTRIBUTION AND PURCHASE AGREEMENT (this "Amendment") is made as of December 16, 1994, by and among Chemical Leaman Tank Lines, Inc. and Quala Systems, Inc., both of which are Delaware corporations (jointly, the "Sellers", and individually, a "Seller"), Chemical Leaman Corporation, a Pennsylvania corporation (the "Servicer"), and Pickering Way Funding Corp., a Delaware corporation (the "Buyer"). Background 1. The Sellers, the Servicer and the Buyer are parties to a Receivables Contribution and Purchase Agreement dated as of May 14, 1993 (the "Receivables Purchase Agreement"). 2. Pursuant to the Receivables Purchase Agreement, each of the Sellers sell to the Buyer, on a daily basis, certain of its trade receivables and related assets generated in the ordinary course of its business. In addition, the Servicer services the administration and collection of the receivables and other assets so sold in accordance with the provisions of the Receivables Purchase Agreement. 3. The Sellers, the Servicer and the Buyer desire to amend the Receivables Purchase Agreement in order to (i) extend the term of the Receivables Purchase Agreement, (ii) expand the types of receivables that may be sold by the Sellers to the Buyer under, the Receivables Purchase Agreement, and (iii) amend and modify certain other terms and conditions of the Receivables Purchase Agreement, all as set forth herein. IN CONSIDERATION of the foregoing and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereto, intending to be legally bound, agree to the following: Section 1. Defined Terms. For purposes of this Amendment, except as otherwise provided in this Amendment, capitalized terms not otherwise defined in this Amendment shall have the meanings assigned to such terms in the Receivables Purchase Agreement as amended and supplemented by this Amendment. Section 2. Amendment to Receivables Purchase Agreement. (a) The definition of "Designated Obligor" contained in Section 1.1 of the Receivables Purchase Agreement is hereby amended and restated in its entirety to read as follows: "Designated Obligor" means, at any time, each Obligor which is entitled to credit under the applicable Credit and Collection Policy except: (i) Obligors which are an Affiliate of either of the Sellers; (ii) Obligors which are employees or independent contractors of either of the Sellers providing transportation or related services to either of the Sellers; and (iii) Obligors which are not based or located in the United States, Canada or Mexico. (b) The definition of "Expiration Date" contained in Section 1.1 of the Receivables Purchase Agreement is hereby amended and restated in its entirety to read as follows: "Expiration Date" means the earliest of (i) December 15, 1997, (ii) the date a Termination Event is declared or occurs automatically, as applicable, pursuant to Section 8.1 hereof and (iii) the date of the termination of the Purchase Obligation by Sellers pursuant to Section 2.4 hereof. (c) The definition of "Loss Reserve" contained in Section 1.1 of the Receivables Purchase Agreement is hereby amended and restated in its entirety to read as follows: "Loss Reserve" means for the Pool Receivables to be sold by a particular Seller on any day the product of (a) the Account Balance of such Pool Receivables as of such day multiplied by (b) the sum of (i) the Servicer Fee (expressed as a percentage) plus (ii) the greater of (A) three-eighths of one percent (0.375%) and (B) the Charge-Off Percentage shown in the most recent Servicer Monthly Report. (d) The definition of "Pooling and Servicing Agreement" contained in Section 1.1 of the Receivables Purchase Agreement is hereby amended and restated in its entirety to read as follows: "Pooling and Servicing Agreement" means the Pooling and Servicing Agreement dated as of May 14, 1993 between the Buyer, the Servicer and the Trustee, as amended by the First Amendment thereto dated as of December 16, 1994 and as the same may hereafter be amended, modified or supplemented in writing from time to time in accordance with its terms. (e) In Section 2.2(c) of the Receivables Purchase Agreement, the reference to December 31, 1995 as the final maturity date of the Buyer Notes is hereby amended to read March 31, 1998, and the maturity of the Buyer Notes shall be extended accordingly. Section 3. Effectiveness. The effectiveness of this Amendment is subject to the following conditions: (a) The satisfaction of all of the conditions to the effectiveness of the First Amendment to the Pooling and Servicing Agreement of even date herewith; and (b) The execution and delivery by the Buyer and the Trustee of the First Amendment to the Pooling and Servicing Agreement. Section 4. Authorization/Ratification. (a) Each of the Sellers, the Servicer and the Buyer represent and warrant that (i) it has taken all action necessary to authorize it to execute, deliver and perform this Amendment, and (ii) each of this Amendment and the Receivables Purchase Agreement, as amended hereby, constitute a valid and legally binding obligation of it enforceable against it in accordance with its terms, except as such enforceability may be limited by Debtor Relief Laws (as defined in the Pooling and Servicing Agreement). (b) Except as expressly set forth in this Amendment, the Receivables Purchase Agreement is hereby ratified and confirmed in all respects. Section 5. Governing Law. This Amendment shall be governed and construed in accordance with the laws of the Commonwealth of Pennsylvania, excluding its conflict of laws rules. Section 6. Counterparts. This Amendment may be executed in any number of counterparts, each of which when so executed shall be deemed to be an original and all of which when taken together shall constitute one and the same instrument. Delivery of an executed counterpart of a signature page of this Amendment by telecopy shall be effective as delivery of a manually executed counterpart of this Amendment. IN WITNESS WHEREOF, the parties have caused their duly authorized officers to execute this Amendment as of the first date written above. Attest: CHEMICAL LEAMAN TANK LINES, INC. [Illegible] By: /s/ John J. Kilcullen - ------------------------------ --------------------------- (Assistant) Secretary (Vice) President JOHN J. KILCULLEN --------------------------- Print Name Attest: QUALA SYSTEMS, INC. [Illegible] By: /s/ Michael A. DiPiano - -------------------------------- --------------------------- (Assistant) Secretary President MICHAEL A. DiPIANO --------------------------- Print Name Attest: CHEMICAL LEAMAN CORPORATION [Illegible] By: /s/ David M. Boucher - -------------------------------- --------------------------- (Assistant) Secretary (Vice) President DAVID M. BOUCHER --------------------------- Print Name Attest: PICKERING WAY FUNDING CORP. /s/ David M. Boucher By: /s/ Eugene C. Parkerson - -------------------------------- --------------------------- (Assistant) Secretary (Vice) President --------------------------- Print Name SECOND AMENDMENT TO RECEIVABLES CONTRIBUTION AND PURCHASE AGREEMENT This SECOND AMENDMENT TO RECEIVABLES CONTRIBUTION AND PURCHASE AGREEMENT (this "Second Amendment") is made as of December 30, 1996, by and among Chemical Leaman Tank Lines, Inc. ("CLTL"), Quala Systems, Inc. ("Quala"), and Fleet Transport Company, Inc. ("Fleet"), each of which are Delaware corporations (CLTL, Quala and Fleet jointly, the "Sellers", and individually. a "Seller"), Chemical Leaman Corporation, a Pennsylvania corporation (the "Servicer"), and Pickering Way Funding Corp., a Delaware corporation (the "Buyer"). Background 1. The Sellers (other than Fleet), the Servicer and the Buyer are parties to a Receivables Contribution and Purchase Agreement dated as of May 14, 1993 (as amended from time to time, including by this Second Amendment, the "Receivables Purchase Agreement"). 2. Pursuant to the Receivables Purchase Agreement, each of the Sellers (other than Fleet) sells to the Buyer, on a daily basis, certain of its trade receivables and related assets generated in the ordinary course of its business. In addition, the Servicer services the administration and collection of the receivables and other assets so sold in accordance with the provisions of the Receivables Purchase Agreement. 3. The Sellers, the Servicer and the Buyer desire to amend the Receivables Purchase Agreement in order to (i) extend the term of the Receivables Purchase Agreement, (ii) add Fleet as a Seller under the Receivables Purchase Agreement, and (iii) amend and modify certain other terms and conditions of the Receivables Purchase Agreement, all as set forth herein. IN CONSIDERATION of the foregoing and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto, intending to be legally bound, agree to the following: Section 1. Defined Terms. For purposes of this Second Amendment, capitalized terms not otherwise defined in this Second Amendment shall have the respective meanings assigned to such terms in the Receivables Purchase Agreement, as amended and supplemented from time to time, including by this Second Amendment. Section 2. Amendment to Receivables Purchase Agreement. (a) The definition of "Buyer Notes" contained in Section 1.1 of the Receivables Purchase Agreement is hereby amended and restated in its entirety to read as follows: "Buyer Notes" means the subordinated promissory notes of Buyer payable to the Sellers as payment of a portion of the purchase price for Pool Receivables purchased after the Closing Date in the form of Exhibits A-l and A-2 attached to the Receivables Purchase Agreement and Exhibit A-3 attached to the Second Amendment. (b) The definition of "Designated Obligor" contained in Section 1.1 of the Receivables Purchase Agreement is hereby amended and restated in its entirety to read as follows: "Designated Obligor" means, at any time, each Obligor which is entitled to credit under the applicable Credit and Collection Policy except: (i) Obligors which are an Affiliate of any of the Sellers; (ii) Obligors which are employees or independent contractors of any of the Sellers providing transportation or related services to any of the Sellers; and (iii) Obligors which are not based or located in the United States. Canada or Mexico. (c) The definition of "Expiration Date" contained in of the Receivables Purchase Agreement is hereby restated in its entirety to read as follows: "Expiration Date" means the earliest of (i) December 15, 1999, (ii) the date a Termination Event is declared or occurs automatically, as applicable, pursuant to Section 8.1 hereof, and (iii) the date of the termination of the Purchase Obligation by Sellers pursuant to Section 2.4 hereof. (d) The definition of "Pooling and Servicing Agreement" contained in Section 1.1 of the Receivables Purchase Agreement is hereby amended and restated in its entirety to read as follows: "Pooling and Servicing Agreement" means the Pooling and Servicing Agreement dated as of May 14, 1993 between the Buyer, the Servicer and the Trustee, as amended by the First Amendment thereto dated as of December 16, 1994, and further amended by the Second Amendment to Pooling and Servicing Agreement dated as of December 30, 1996, and as the same may hereafter be amended, modified or supplemented in writing from time to time in accordance with its terms. (e) The definition of "Servicer Monthly Report" mentioned in Section 1.1 of the Receivables Purchase Agreement is hereby amended and restated in its entirety to read as follows: "Servicer Monthly Report" means a monthly report substantially in the form of Exhibit D attached to the Second Amendment which, among other things, will identify and provide an aging schedule for any and all Pool Receivables of each Seller as of the last day of the Accounting Period most reasonably completed, duly completed and executed by the Servicer and delivered to the Buyer pursuant to Section 6.2(h) hereof. (f) All references in the Receivables Purchase Agreement to "either Seller" shall be deemed to be references to "any Seller". (g) In Section 2.2(c) of the Receivables Purchase Agreement, the reference to December 31, 1995 as the final maturity date of the Buyer Notes is hereby amended to read March 31, 2000, and the maturity of the Buyer Notes shall be extended accordingly. Section 3. Joinder by Fleet. Fleet hereby agrees to join in and be bound by, and receive the benefits of, all of the terms and conditions of the Receivables Purchase Agreement. Section 4. Effectiveness. The effectiveness of this Second Amendment is subject to the following conditions: -2- (a) The satisfaction of all of the conditions to the effectiveness of the Second Amendment to the Pooling and Servicing Agreement of even date herewith; (b) The execution and delivery by the Buyer and the Trustee of the Second Amendment to the Pooling and Servicing Agreement; (c) The execution and delivery by the Buyer of the Buyer Note in favor of Fleet; (d) The execution and delivery by Fleet, Buyer and a Lock-Box Bank, of a Lock-Box Agreement substantially in the form attached hereto as Exhibit B; (e) The satisfaction by Fleet of each of the conditions set forth in Section 3.2 of the Receivables Purchase Agreement; (f) Fleet's satisfaction of its obligations to Associates, together with evidence of the filing of UCC-3 termination statements with respect to Associates' interest in Fleet's Receivables. Section 5. Authorization/Ratification. (a) Each of the Sellers, the Servicer and the Buyer represent and warrant that (i) it has taken all action necessary to authorize it to execute, deliver and perform this Second Amendment, and (ii) each of this Second Amendment and the Receivables Purchase Agreement, as amended hereby, constitute a valid and legally binding obligation of it enforceable against it in accordance with its terms, except as such enforceability may be limited by Debtor Relief Laws (as defined in the Pooling and Servicing Agreement). (b) Except as expressly set forth in this Second Amendment, the Receivables Purchase Agreement is hereby ratified and confirmed in all respects. Section 6. Governing Law. This Second Amendment shall be governed and construed in accordance with the laws of the Commonwealth of Pennsylvania, excluding its conflict of laws rules. Section 7. Counterparts. This Second Amendment may be executed in any number of counterparts, each of which when so executed shall be deemed to be an original and all of which when taken together shall constitute one and the same instrument. Delivery of an executed counterpart of a signature page of this -3- Second Amendment by telecopy shall be effective as delivery of a manually executed counterpart of this Second Amendment. IN WITNESS WHEREOF, the parties have caused their duly authorized officers to execute this Second Amendment to Receivables Contribution and Purchase Agreement as of the first date written above. Attest: CHEMICAL LEAMAN TANK LINES, INC. By: /s/ Susan M. Conapinski By: /s/ Philip J. Ringo ---------------------------- ---------------------------- Name: Name: Title: (Assistant) Secretary Title: President Attest: QUALA SYSTEMS, INC. By: /s/ [Illegible] By: Reuben M. Rosenthal ---------------------------- ---------------------------- Name: Name: Title: (Assistant) Secretary Title: President Attest: FLEET TRANSPORT COMPANY. INC. By: /s/ Susan M. Conapinski By: /s/ David M. Boucher ---------------------------- ---------------------------- Name: Name: Title: (Assistant) Secretary Title: (Vice) President Attest: PICKERING WAY FUNDING CORP. By: /s/ Susan M. Conapinski By: /s/ David M. Boucher ---------------------------- ---------------------------- Name: Name: Title: (Assistant) Secretary Title: (Vice) President -4- EXHIBIT A-3 REVOLVING CREDIT NOTE December 30, 1996 Philadelphia, PA FOR VALUE RECEIVED, Pickering Way Funding Corp., a Delaware corporation ("Maker"), hereby promises to pay to the order of Fleet Transport Company, Inc., a Delaware corporation ("Payee"), the principal amount equal to the Purchase Price for all Pool Receivables sold by Payee to Maker after the date hereof under and pursuant to a Second Amendment dated December 30, 1996 (the "Second Amendment") to Receivables Contribution and Purchase Agreement dated May 14, 1993 among Maker, Payee and Chemical Leaman Tank Lines, Inc. and Quala Systems, Inc. (as amended from time to time, including by the Second Amendment, the "Agreement"), as shown by the books and records maintained by Payee. This Note is a Buyer's Note referred to in, and entitled to the benefits of and is secured by, the Agreement. Capitalized terms used herein and not defined shall have the meanings assigned to them in the Pooling and Servicing Agreement. Payments of principal shall be made as provided in the Agreement. Maker promises to pay interest on the aggregate unpaid principal amount of this Note on the dates and at the rates provided in the Agreement. By acceptance of this Note, Payee (and any other holder hereof) agrees that its rights to receive payment or prepayment of the unpaid principal amount hereof is and shall be subordinate and junior in right of payment as provided herein to the payment of the Investor Interests and all indebtedness and other obligations of Maker now or hereafter incurred under or pursuant to a Second Amendment dated December 30, 1996 (the "Second Pooling Amendment") to Pooling and Servicing Agreement dated as of May 14, 1993 (as amended from time to time, including by the Second Amendment, the "Pooling Agreement") by and between Maker, First Union National Bank, successor to Fidelity Bank, N.A., as trustee ("Trustee") and Chemical Leaman Corporation. In the event that a Termination Event shall occur under the Agreement or the Pooling Agreement, then so long as any of the Investor Certificates remain unpaid and outstanding under the Pooling Agreement, (i) the Payee shall not be entitled to receive any payment on this Note of any kind or character if and so long as the Investor Certificate are outstanding and Maker has any unpaid indebtedness or other obligations under the Pooling and Servicing Agreement, and (ii) all payments and distributions which, except for the subordination provisions hereof, would have been paid or distributable to Payee shall be paid or delivered to and for the benefit of the Trustee for application under the Pooling Agreement to the extent Maker has any outstanding liability under the Pooling Agreement. The subordination provisions hereof are solely for the purpose of defining the relative rights of Payee on the one hand and of the Investor Certificate holders under the Pooling Agreement, on the other hand, and nothing herein shall impair, as between Maker and Payee, the obligations of Maker. This Note shall be governed by and construed in accordance with the laws of the Commonwealth of Pennsylvania. Payee and any holder of this Note each agree that it will not institute against Maker any proceeding under any Debtor Relief Law so long as any Investor Certificate issued under the Pooling Agreement shall be outstanding or there shall not have elapsed one year plus one day since the last day on which any such Investor Certificates shall have been outstanding. In addition to and not in limitation of the foregoing and the provisions of the agreement, Maker agrees, subject only to any limitation imposed by applicable law, to pay all reasonable expenses incurred by the Payee in endeavoring to collect any amounts payable thereunder which are not paid when due. Presentment for payment, demand, protest, dishonor and notice of dishonor and hereby waived. IN WITNESS WHEREOF, and intending to be legally bound hereby, Maker has caused this Note to be executed by its duly authorize the date first above written. PICKERING WAY FUNDING CORP. By: ---------------------------- Vice President -2- EXHIBIT D SERVICER MONTHLY REPORT Chemical Leaman Corporation Servicer Monthly Certificate For the Accounting Period Ending ______, 199_ - --------------------------------------------------------------
(I) Pool Receivables Balance (1) Aggregate principal amount of Pool Receivables at beginning of Accounting Period $ (2) Cash Collections of Pool Receivables during Accounting Period ($ ) (3) New Pool Receivables created during Accounting Period $ (4) Net Pool Receivables Balance at end of Accounting Period [sum of (1) through (3)] $ (II) Aging Analysis of Pool Receivables as of end of Accounting Period Days From Chemical Invoice Leaman Tank Quala Fleet Transport Date Lines. Inc. Systems. Inc. Company. Inc. Total ---- ----------- ------------- ------------- ----- 0 - 30 $ $ $ $ 31 - 60 61 - 90 91 - 120 121 - 150 151 - 180 181 - 210 Over 210 $ $ $ $ ========== ========== ========== ========== A-2 (III) Eligible Receivables Analysis (1) Pool Receivables Balance (from (I)(4) above) $ (2) Maximum Concentration Limits (per Obligor) (a) Obligors having a rating of "AA/D-1+" or equivalent (6% limitation): (b) Obligors having a rating of "A/D-1" or equivalent (5% limitation): (c) Obligors having a rating of "BBB/D-2" or equivalent (4% limitation): (d) Non-investment grade Obligors (2% limitation): (e) Dow Chemical (15% limitation): (f) E.I. DuPont (12% limitation): (g) BASF (4% Limitation): (h) Aristech (3% limitation): (i) Cytec (3% limitation): (j) Obligors exceeding maximum permitted percentages: (3) Ineligible Receivables as of the end of Accounting Period: Over 90 days past due (120 days from invoice date) $ Excess Concentration Amounts (from (2)(g) above) $ Non-U.S. Government Obligors $ U.S. Government Receivables in excess of $350,000 $ Canadian Obligors (U.S. Dollar denominated) in excess of 4% $ Mexican Obligors (U.S. Dollar denominated) in excess of 1% $ A-3 Non-U.S. Dollar denominated Canadian and Mexican (not covered by currency swaps) $ Total Ineligible Receivables $ ===== (4) Total Eligible Receivables [(1) - (3)] $ ===== (5) Receivables existing at the end of the Accounting Period have the respective aging as set forth in Exhibit A hereto as of the last day of the Accounting Period. $ ===== (IV) Required Minimum Seller Amount (A) Required Minimum Seller Percentage: (1) Minimum (no Seller Percentage Adjustment Condition) 15% (2) Maximum (upon occurrence of Seller Percentage Adjustment Condition) 20% (B) Seller Percentage Adjustment Conditions: (1) If three month average Charge-off Ratio exceeds 1.5% Actual Charge-off Ratio (from (V)(A)(4) below) --% (2) If three month average Billing Adjustment Percentage exceeds 1.25% Actual Billing Adjustment Percentage (from (V)(D)(4) below) --% (3) If three month average Delinquency Percentage exceeds 4.5% Actual Delinquency Percentage (from (V)(C)(4) below) --% (C) Discount Reserve Requirement (1) Excess of accrued and unpaid interest on Investor Certificates over the amount on deposit in the Interest Sub-account $ (2) Principal amount of Investor Certificate times Certificate rate for current period /4 $ A-4 (3) Two months of Trustee fees $ (4) Two months of rating agency fees $ (5) Two months of Servicer fees $ (6) Discount Reserve Requirement l(B)(1) + (2) + (3) + (4) + (5)] $ ===== (D) Unallocated Principal Sub-account required balance: (1) Principal amount of Investor Certificate $ (2) Required minimum Seller Percentage [(IV)(A) and (B)] [15% or 20%] (3) Minimum Seller Amount [(D)(1) /1-(D)(2)] $ (4) Discount Reserve Requirement [(IV)(B)(6)] $ (5) Sub-total of (D)(3) + (4) $ (6) Less Eligible Receivables $ [(III)(4)] (7) Unallocated Principal Sub-account $ [(D)(5) - (6)] (V) Financial Ratios (A) Charge-off Ratio (1) Average principal balance of Receivables charged off during last three Accounting Periods $ (2) Average daily principal balance of all unpaid Receivables for the last three Accounting Periods $ (3) Maximum Charge-off Ratio 2.50% (4) Actual Charge-off Ratio [(A)(1) / (2)] (B) Collection Percentage Ratio A-5 (1) Average monthly principal balance of all amounts collected on the Receivables during the last three Accounting Periods $ (2) Average daily principal balance of unpaid Receivables for the last three Accounting Periods $ (3) Minimum Collection Percentage 70.00% (4) Actual Collection Percentage [(B)( 1 ) / (2)] (C) Delinquency Percentage Ratio (1) Average principal balance of Receivables past due for at least 91 days beyond the original due date or 120 days beyond the original invoice date (but which are not outstanding more than 180 days beyond the original due date or 210 days beyond the original invoice date) at the end of each of the last three Accounting Periods $ (2) Average aggregate principal balance of all Receivables at the end of each of the last three Accounting Periods $ (3) Maximum Delinquency Percentage 6.00% (4) Actual Delinquency Percentage [(C)(1)/(2)] % (D) Billing Adjustment Percentage (1) Aggregate amount of reductions of Account Balances on account of Dilution Events during last three Accounting Periods $ (2) Combined principal balance of all Receivables generated during last three Accounting Periods $ (3) Maximum Billing Adjustment Percentage 1.50% (4) Actual Billing Adjustment Percentage [(D)(1)/(2)] ____% A-6 (E) Fixed Charge Ratio (1) CLC's operating income exclusive of extraordinary items; interest; depreciation; and amortization for last twelve Accounting Periods $ (2) CLC's interest expense for last twelve Accounting Periods $ (3) Minimum Fixed Charge Ratio 2.75x (4) Actual Fixed Charge Ratio [(E)(1)/(2)] ____x (F) Consolidated Shareholders' Equity (1) CLC minimum required Shareholders' Equity $21,000,000 (2) CLC actual Shareholders' Equity $ (G) Days Sales Outstanding ("DSO") (1) Average daily principal balance of all unpaid Receivables during the last three Accounting Periods [from(V)(A)(2)] $ (2) Aggregate principal balance of all Receivables created during the last three Accounting Periods [(V)(D)(2)]/ actual number of days elapsed during last three Accounting Periods $ (3) Maximum DSO 47 days (4) Actual DSO [(G)(1)/(2)] __ days (H) Interest due on Investor Certificate for the current Interest Period (1) Principal balance of Investor Certificate $ (2) Certificate Rate for current Interest Period [(30 day or 90 day) LIBOR + .80%] ___% - -------------------------------------------------------------- All defined terms used herein shall have the meanings given them in the Pooling and Servicing Agreement dated as of May 14, 1993 and amended as of December 16, 1994, and as further A-7 amended as of December 30, 1996 by and among Pickering Way Funding Corp.; Chemical Leaman Corporation; and First Union National Bank, successor to First Fidelity Bank, N.A. CHEMICAL LEAMAN CORPORATION - -------------------------------- ----------------------------- David M. Boucher Date Senior Vice President & Chief Financial Officer A-8 THIRD AMENDMENT TO RECEIVABLES CONTRIBUTION AND PURCHASE AGREEMENT This THIRD AMENDMENT TO RECEIVABLES CONTRIBUTION AND PURCHASE AGREEMENT (this "Third Amendment") is made as of March 30, 1997, by and among Chemical Leaman Tank Lines, Inc. ("CLTL"), Quala Systems, Inc. ("Quala"), and Fleet Transport Company, Inc. ("Fleet"), each of which are Delaware corporations (CLTL, Quala and Fleet jointly, the "Sellers", and individually, a "Seller"), Chemical Leaman Corporation, a Pennsylvania corporation (the "Servicer"), and Pickering Way Funding Corp., a Delaware corporation (the "Buyer"). Background 1. The Sellers, the Servicer and the Buyer are parties to a Receivables Contribution and Purchase Agreement dated as of May 14, 1993 (as amended from time to time, including by this Third Amendment, the "Receivables Purchase Agreement"). 2. Pursuant to the Receivables Purchase Agreement, each of the Sellers sells to the Buyer, on a daily basis, certain of its trade receivables and related assets generated in the ordinary course of its business. In addition, the Servicer services the administration and collection of the receivables and other assets so sold in accordance with the provisions of the Receivables Purchase Agreement. 3. The Sellers, the Servicer and the Buyer desire to amend the Receivables Purchase Agreement in order to modify certain terms and conditions of the Receivables Purchase Agreement, as set forth herein. IN CONSIDERATION of the foregoing and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto, intending to be legally bound, agree to the following: Section 1. Defined Terms. For purposes of this Third Amendment, capitalized terms not otherwise defined in this Third Amendment shall have the respective meanings assigned to such terms in the Receivables Purchase Agreement, as amended and supplemented from time to time, including by this Third Amendment. Section 2. Amendment to Receivables Purchase Agreement. In order to remove the right of the Sellers to terminate their obligation to make sales of Pool Receivables to Buyer, the following changes are made: (a) The definition of "Expiration Date" contained in of the Receivables Purchase Agreement is hereby restated in its entirety to read as follows: "Expiration Date" means the earliest of (i) December 15, 1999 and (ii) the date a Termination Event is declared or occurs automatically, as applicable, pursuant to Section 8.1 hereof. (b) The definition of "Pooling and Servicing Agreement" contained in Section 1.1 of the Receivables Purchase Agreement is hereby amended and restated in its entirety to read as follows: "Pooling and Servicing Agreement" means the Pooling and Servicing Agreement dated as of May 14, 1993 between the Buyer, the Servicer and the Trustee, as amended by the First Amendment thereto dated as of December 16, 1994, and further amended by the Second Amendment thereto dated as of December 30, 1996, and further amended by the Third Amendment to Pooling and Servicing Agreement dated as of March 30, 1997, and as the same may hereafter be amended, modified or supplemented in writing from time to time in accordance with its terms. (c) Sections 2.4(b) and 2.4(c) of the Receivables Purchase Agreement are deleted in their entirety. Section 3. Effectiveness. The effectiveness of this Third Amendment is subject to the satisfaction of all of the conditions to the effectiveness of the Third Amendment to the Pooling and Servicing Agreement of even date herewith and the execution and delivery thereof by the Buyer, the Servicer and the Trustee. Section 4. Authorization/Ratification. (a) Each of the Sellers, the Servicer and the Buyer represent and warrant that (i) it has taken all action necessary to authorize it to execute, deliver and perform this Third Amendment, and (ii) each of this Third Amendment and the Receivables Purchase Agreement, as amended hereby, constitute a valid and legally binding obligation of it enforceable against it in accordance with its terms, except as such enforceability may be limited by Debtor Relief Laws (as defined in the Pooling and Servicing Agreement). (b) Except as expressly set forth in this Third Amendment, the Receivables Purchase Agreement is hereby ratified and confirmed in all respects. Section 5. Governing Law. This Third Amendment shall be governed and construed in accordance with the laws of the Commonwealth of Pennsylvania, excluding its conflict of laws rules. Section 6. Counterparts. This Third Amendment may be executed in any number of counterparts, each of which when so executed shall be deemed to be an original and all of which when taken together shall constitute one and the same instrument. Delivery of an executed counterpart of a signature page of this Third Amendment by telecopy shall be effective as delivery of a manually executed counterpart of this Third Amendment. -2- IN WITNESS WHEREOF, the parties have caused their duly authorized officers to execute this Third Amendment to Receivables Contribution and Purchase Agreement as of the first date written above. Attest: CHEMICAL LEAMAN TANK LINES, INC. By: /s/ Eugene C. Parkerson By: /s/ Philip J. Ringo ---------------------------- ---------------------------- Name: Name: Title: Title: Attest: QUALA SYSTEMS, INC. By: /s/ Eugene C. Parkerson By: /s/ Mark C. Langley ---------------------------- ---------------------------- Name: Name: Title: Title: Attest: FLEET TRANSPORT COMPANY. INC. By: /s/ Eugene C. Parkerson By: /s/ David M. Boucher ---------------------------- ---------------------------- Name: Name: Title: Title: Attest: CHEMICAL LEAMAN CORPORATION By: /s/ Eugene C. Parkerson By: /s/ David M. Boucher ---------------------------- ---------------------------- Name: Name: Title: Title: Attest: PICKERING WAY FUNDING CORP. By: /s/ Eugene C. Parkerson By: /s/ David M. Boucher ---------------------------- ---------------------------- Name: Name: Title: (Assistant) Secretary Title: (Vice) President
-3- A-11 EX-10.38 45 POOLING AND SERVICING AGREEMENT PICKERING WAY FUNDING CORP. Seller CHEMICAL LEAMAN CORPORATION Servicer and FIDELITY BANK, NATIONAL ASSOCIATION Trustee PICKERING WAY FUNDING TRUST POOLING AND SERVICING AGREEMENT Dated as of May 14, 1993 TABLE OF CONTENTS Page ---- ARTICLE 1 - DEFINITIONS ............................................ 1 Section 1.1. Definitions ....................................... 1 Section 1.2. Other Definitional Provisions ..................... 18 Section 1.3. Investor Certificateholder Representative .................................... 19 ARTICLE 2 - CONVEYANCE OF RECEIVABLES; ISSUANCE OF CERTIFICATES ............................... 19 Section 2.1. Conveyance of Receivables ......................... 19 Section 2.2. Acceptance by Trustee ............................. 20 Section 2.3. Representations and Warranties of the Seller ........................................ 21 Section 2.4. Representations and Warranties of the Seller Relating to the Receivables and the Related Security; Notice of Breach ......................................... 25 Section 2.5. Covenants of the Seller ........................... 26 Section 2.6. Trustee May Perform ............................... 32 Section 2.7. No Assumption of Liability ........................ 33 Section 2.8. Conditions Precedent to Issuance of Certificates ..................................... 33 Section 2.9. Distribution of Initial Proceeds From Sale of Investor Certificates ..................... 34 ARTICLE 3 - ADMINISTRATION AND SERVICING OF RECEIVABLES ......................................... 34 Section 3.1. Acceptance of Appointment and Other Matters Relating to the Servicer .................. 34 Section 3.2. Duties of the Servicer and the Seller ............. 35 Section 3.3. Permitted Lockboxes ............................... 38 Section 3.4. Servicing Compensation ............................ 39 Section 3.5. Representations, Warranties and Covenants of the Servicer ......................... 39 Section 3.6. Reports and Records for the Trustee ............... 42 Section 3.7. Monthly Servicer's Certificate .................... 43 Section 3.8. Annual Statements ................................. 43 -i- Page ---- Section 3.9. Tax Treatment .................................... 44 Section 3.10. Notices to the Seller ............................ 44 ARTICLE 4 - RIGHTS OF CERTIFICATEHOLDERS AND ALLOCATION AND APPLICATION OF COLLECTIONS .............. 44 Section 4.1. Rights of Certificateholders ...................... 44 Section 4.2. Establishment and Administration of the Accounts ...................................... 45 Section 4.3. Collections, Allocations and Distributions ..................................... 46 ARTICLE 5 - DISTRIBUTIONS AND REPORTS TO INVESTOR CERTIFICATEHOLDERS ............................ 49 Section 5.1. Distributions ..................................... 49 Section 5.2. Quarterly Investor Certificateholders' Statement; Annual Tax Statement ................... 50 ARTICLE 6 - THE CERTIFICATES ....................................... 51 Section 6.1. Certificates ...................................... 51 Section 6.2. Authentication of Certificates .................... 51 Section 6.3. Registration of Transfer and Exchange of Certificates ................................... 52 Section 6.4. Mutilated, Destroyed, or Stolen Certificates ...................................... 55 Section 6.5. Persons Deemed Owners ............................. 56 Section 6.6. Appointment of Paying Agent ....................... 56 Section 6.7. Access to List of Certificateholders' Names and Addresses .............................. 57 Section 6.8. Authenticating Agent .............................. 58 ARTICLE 7 - OTHER MATTERS RELATING TO THE SELLER ................... 59 Section 7.1. Liability of the Seller ........................... 59 Section 7.2. Limitation on Liability ........................... 59 Section 7.3. Indemnification ................................... 60 -ii- Page ---- ARTICLE 8 - OTHER MATTERS RELATING TO THE SERVICER ................. 61 Section 8.1. Liability of the Servicer ....................... 61 Section 8.2. Merger or Consolidation of, or Assumption of the Obligations of, the Servicer .................................... 61 Section 8.3. Limitation on Liability ......................... 62 Section 8.4. Servicer Indemnification of the Trust and the Trustee ................................. 63 Section 8.5. The Servicer Not to Resign ...................... 63 Section 8.6. Access to Certain Documentation and Information Regarding the Receivables and the Related Security ........................ 64 Section 8.7. Examination of Records; Maintenance of Back-up Records ................................. 64 ARTICLE 9 - EVENTS OF TERMINATION .................................. 64 Section 9.1. Events of Termination ........................... 64 ARTICLE 10 - SERVICER DEFAULTS ..................................... 67 Section 10.1. Servicer Defaults .............................. 67 Section 10.2. Trustee to Act; Appointment of Successor ...................................... 70 Section 10.3. Notification to Investor Certificateholder Representative ............... 72 Section 10.4. Waiver of Past Defaults ........................ 72 ARTICLE 11 - THE TRUSTEE ........................................... 72 Section 11.1. Duties of Trustee .............................. 72 Section 11.2. Certain Matters Affecting the Trustee .......... 75 Section 11.3. Trustee Not Liable for Recitals in Certificates ................................... 76 Section 11.4. Trustee May Own Certificates ................... 76 Section 11.5. The Servicer to Pay Trustee's Fees and Expenses ................................... 77 Section 11.6. Eligibility Requirements for Trustee ........... 77 Section 11.7. Resignation or Removal of Trustee .............. 78 Section 11.8. Successor Trustee .............................. 79 Section 11.9. Merger or Consolidation of Trustee ............. 79 Section 11.10. Appointment of Co-Trustee or Separate Trustee ............................... 80 -iii- Page ---- Section 11.11. Tax Return ..................................... 81 Section 11.12. Trustee May Enforce Claims Without Possession of Certificates ..................... 82 Section 11.13. Suits for Enforcement .......................... 82 Section 11.14. Rights of Investor Certificateholder Representative to Direct Trustee ............... 83 Section 11.15. Representations and Warranties of the Trustee ........................................ 83 ARTICLE 12 - TERMINATION ........................................... 84 Section 12.1. Termination of Trust ........................... 84 Section 12.2. Optional Redemption of Investor Certificates ................................... 85 Section 12.3. Final Payment with Respect to the Investor Certificates .......................... 86 Section 12.4. Termination Rights of Holder of Seller Certificate .................................... 88 ARTICLE 13 - MISCELLANEOUS PROVISIONS .............................. 88 Section 13.1. Amendment ...................................... 88 Section 13.2. Protection of Right, Title and Interest to Trust .............................. 89 Section 13.3. Limitation on Rights of Certificateholders and Investor Certificateholder Representative ............... 90 Section 13.4. GOVERNING LAW .................................. 91 Section 13.5. Notices ........................................ 91 Section 13.6. Severability of Provisions ..................... 92 Section 13.7. Assignment ..................................... 92 Section 13.8. Certificates Non-Assessable and Fully Paid ........................................... 92 Section 13.9. Further Assurances ............................. 92 Section 13.10. Nonpetition Covenant ........................... 92 Section 13.11. No Waiver; Cumulative Remedies ................. 93 Section 13.12. Counterparts ................................... 93 Section 13.13. Third-Party Beneficiaries ...................... 93 Section 13.14. Actions by Certificateholders .................. 93 Section 13.15. Rule 144A Information .......................... 94 Section 13.16. Merger and Integration ......................... 94 Section 13.17. Headings ....................................... 94 -iv- POOLING SERVICING AGREEMENT POOLING AND SERVICING AGREEMENT, dated as of May 14, 1993, between and among PICKERING WAY FUNDING CORP., a Delaware corporation, as Seller and CHEMICAL LEAMAN CORPORATION, a Pennsylvania corporation as Servicer, and FIDELITY BANK, NATIONAL ASSOCIATION, a national banking association, as Trustee. In consideration of the mutual agreements herein contained, each party agrees as follows for the benefit of the other parties and the Certificateholders: ARTICLE 1 DEFINITIONS Section 1.1. Definitions. Whenever used in this Agreement, the following words and phrases shall have the following meanings, and the definitions of such terms are applicable to the singular as well as the plural forms of such terms and to the masculine as well as the feminine and neuter genders of such terms: "Accounts" shall mean the Collection Account, the Unallocated Principal Sub-Account, the Interest Sub-Account, the Seller Sub-Account and the Reserve Account. "Accounting Period" means, with respect to the Seller and each Originator, each of the twelve accounting periods in each of the Seller's and each Originator's fiscal years which are of varying terms but generally contain approximately thirty (30) days, as more particularly described on the attached Exhibit l.l(a) hereto. "Affiliate" of any Person shall mean any other Person controlling, controlled by or under common control with such Person. "Agreement" shall mean this Pooling and Servicing Agreement and all amendments hereto. "Amortization Deficiency Amount" shall mean on any Distribution Date during the Amortization Period, the excess, if any, of the amounts due and owing pursuant to clauses (ii)(A), (ii)(B) and (ii)(C) of subsection 4.3(b) of this Agreement over the amounts actually distributed in accordance therewith. "Amortization Period" shall mean the period of time from and after the expiration of the Revolving Period until the Trust Termination Date. "Applicants" shall have the meaning specified in Section 6.7. "Approved Rating" shall mean a rating of Duffl+ by Duff or, if not rated by Duff, shall mean a rating of P-1 by Moody's and a rating of A-1 by S&P, provided that, if only one of Moody's or S&P rate such entity, such single rating shall suffice. "Approved long-term Rating" shall mean a rating of AA by Duff or, if not rated by Duff, such term shall mean a rating of Aa by Moody's and a rating of AA by S&P, provided that, if only one of Moody's or S&P rate such entity, such single rating shall suffice. "Authorized Newspaper" shall mean a newspaper of general circulation in the Borough of Manhattan, The City of New York, printed in the English language and customarily published on each Business Day. "Billing Adjustment Percentage" shall mean for each Accounting Period the percentage equivalent of a fraction calculated as of the last day of such Accounting Period using the financial information set forth in the related Monthly Servicer's Report with respect to such Accounting Period, which shall never be less than 0% nor more than 100%, the numerator of which is the aggregate amount of the reduction of the Account Balance of the Receivables which occurred during such Accounting Period on account of Dilution Events and the denominator of which is the combined principal balance of all Receivables generated during such Accounting Period. "BIF" shall mean the Bank Insurance Fund administered by the FDIC. "Business Day" shall mean any day other than a Saturday, a Sunday or a day on which banking institutions in New York, New York, are authorized or obligated by law, executive order or governmental decree to be closed. "Certificate" shall mean any one of the Investor Certificates or the Seller Certificate. "Certificateholder" or "Holder" shall mean the Person in whose name a Certificate is registered in the Certificate Register. -2- "Certificate Interest" shall mean interest payable in respect of the Investor Certificates. "Certificate Principal" shall mean principal payable in respect of the Investor Certificates. "Certificate Rate" shall mean, for initial Interest Period a per annum rate, calculated by the Trustee based on a three-hundred and sixty (360) day calendar year, equal to four and five-eighths percent (4-5/8%) and, for each subsequent Interest Period, a per annum rate, calculated based on a three- hundred and sixty (360) day calendar year, equal to the LIBOR Rate on the first day of each subsequent Interest Period or if such day is not a Business Day, on the immediately preceding Business Day, plus an amount equal to one and one-half percent (1.5%). "Certificate Resister" shall mean the register maintained pursuant to Section 6.3, providing for the registration of the Certificates and transfers and exchanges thereof. "Charqe-Off Ratio" shall mean for each Accounting Period the percentage equivalent of a fraction which shall never be less than 0% nor more than 100% (computed as of the last day of such Accounting Period using the financial information set forth in the related Monthly Servicer's Report with respect to such Accounting Period, the numerator of which is the aggregate principal balance of all Receivables that have been properly written off in accordance with the Credit and Collection Policy in such Accounting Period and the denominator of which is the average outstanding daily principal balance of all unpaid Receivables for such Accounting Period. "CLC" means Chemical Leaman Corporation, a Pennsylvania corporation. "Closing Date" shall mean May 14, 1993. "Code" means the Internal Revenue Code of 1986, as amended. "Collections" shall mean any payment by or on behalf of Obligors received by the Servicer in respect of the Receivables and the Related Security, in the form of cash, checks, wire transfers, electronic transfers, ACH transfers or other forms of payment, including, without limitation, all Recoveries. "Collection Account" shall have the meaning specified in subsection 4.2(a). -3- "Collection Percentage" shall mean, for each Accounting Period, the percentage equivalent of a fraction which shall never be less for than 0% nor more than 100% (computed as of the last day of such Accounting Period), using the financial information set forth in the related Monthly Servicer's Report with respect to such Accounting Period the numerator of which is the aggregate principal balance of all amounts collected on the Receivables and the Related Security in such Accounting Period and the denominator of which is the average daily principal balance of all unpaid Receivables for such Accounting Period. "Consolidated Shareholders' Equity" shall mean, for CLC and its Affiliates, at the time of any determination thereof, the sum of the par value (or stated book value) of all classes of the capital stock of CLC and its Affiliates (including the par value of all redeemable preferred stock plus (or minus, in the case of a deficit) the amount of all surplus of CLC and its Affiliates, whether capital or earned. "Contract" means an agreement between either of the Originators and any Person in the form of a legally binding written contract or, in the case of any open account agreement, an invoice customarily used by the relevant Originator, pursuant to or under which such Person shall be obligated to pay such Originator for merchandise or services from time to time. "Convey" shall mean to transfer, assign, set-over and otherwise convey. "Corporate Trust Office" shall mean the principal office of the Trustee at which at any particular time its corporate trust business shall he administered, which office at the date of the execution of this Agreement and the other Transaction Documents is located at 123 South Broad Street, M.B.O., 18th Floor, Philadelphia, PA 19109, Attention: Corporate Trust Administration. "Credit and Collection Policy" shall mean those receivables credit and collection policies and practices of the relevant Originator in effect on the date hereof as set forth in Exhibit 1.1(b) to the Receivables Purchase Agreement as modified in compliance with the Receivables Purchase Agreement. "Cut Off Date" shall mean the close of business of the Originators on May 13, 1993. "Daily Servicer's Report" shall have the meaning specified in subsection 3.6(a). -4- "Debtor Relief Laws" shall mean the Bankruptcy Code of the United States of America and all other applicable liquidation, conservatorship, bankruptcy, moratorium, rearrangement, receivership, insolvency, reorganization, suspension of payments or similar debtor relief laws from time to time in effect affecting the rights of creditors and general principles of equity (whether considered in a suit at law or in equity). "Defaulted Receivable" means a Receivable: (i) as to which any payment, or part thereof, remains unpaid for one hundred eighty (180) days from the original due date for such payment or two hundred and ten (210) days from the original invoice date, but only to the extent that the combined balances of all such past due Receivables exceeds an amount equal to five percent (5%) of the aggregate unpaid balances of all otherwise Eligible Receivables; (ii) as to which the Obligor thereof or any other Person obligated thereon or owning any Related Security in respect thereof has taken any action, or suffered any event to occur with respect to such Obligor, of the type described in Section 9.1(d) hereof; and (iii) which, consistent with the Credit and Collection Policy, would be written off the relevant Originator's books as uncollectible or as to which the relevant Originator has established a reserve for bad debt or considers collection in full doubtful, to the extent of such reserve or doubt. "Deficiency Amount" shall mean on any Distribution Date during the Revolving Period, the excess, if any, of the amounts due and owing pursuant to clauses (i)(A) and (i)(B) of subsection 4.3(b) of this Agreement over the amounts actually distributed in accordance therewith. "Delinquency Percentage" shall mean, for each Accounting Period the percentage equivalent of a fraction which shall never be less than 0% nor more than 100% (computed as of the last day of such Accounting Period using the financial information set forth in the related Monthly Servicer's Report with respect to such Accounting Period), the numerator of which is the aggregate principal balance of all Eligible Receivables past due for at least ninety-one (91) calendar days at the end of such Accounting Period and the denominator of which is the aggregate unpaid principal balance of all Eligible Receivables in the Trust on the last day of such Accounting Period. -5- "Designated Obligor" means, at any time, each Obligor which is entitled to credit under the Credit and Collection Policy except: (i) Obligors which are an Affiliate of either of the Originators, the Seller or CLC; (ii) Obligors which are employees or independent contractors of either of the Originators providing transportation or related services to either of the Originators; and (iii) Obligors which are not based or located in either the United States or Canada or which are not required to pay to the applicable Originator under its Contract in Dollars in the United States. "Discount Reserve" means at any time an amount equal to the sum of (a) the excess of the accrued and unpaid interest on the Investor Certificates over the amounts on deposit in the Interest Sub-Account, together with all Servicing Fees and other fees, costs and expenses incurred by the Seller in connection with the Trust and (b) an amount equal to (i) the then outstanding principal amount of the Investor Certificates, times (ii) the Certificate Rate then in effect times (iii) one-fourth. "Distribution Date" shall mean, June 15, 1993 and the fifteenth day of the last calendar month occurring in each calendar quarter thereafter or if such fifteenth day is not a Business Day, the next succeeding Business Day. Notwithstanding the foregoing, in the event a Total Systems Failure exists on any Distribution Date, the date of such Distribution Date shall mean the fourth Business Day after the date on which the Seller or the Servicer delivers the monthly reports in the form of Exhibit 3.6(b); provided, that in no event shall a Distribution Date be postponed more than ten (10) Business Days due to a Total Systems Failure. "Dollars", "$" or "U.S. $" shall mean United States dollars. "Duff" shall mean Duff & Phelps Credit Rating Co. "Early Redemption Premium" shall be defined in Section 12.2 hereof. "Eligible Account" shall mean a trust account maintained at a federal depository institution or a state chartered institution subject to regulations regarding fiduciary funds on deposit substantially similar to 12 C.F.R. 9.10(b). -6- "Eligible Receivables" shall mean each Receivable: (i) which arises under a Contract that, together with such Receivable, is in full force and effect and constitutes the duly authorized, legal, valid and binding obligation of the Obligor of such Receivable, enforceable against such Obligor in accordance with the terms of such Contract, has not been satisfied, subordinated or rescinded, and is not subject to any asserted dispute, offset, recoupment, counterclaim, recision or defense whatsoever (except the potential discharge in bankruptcy of such Obligor under applicable Debtor Relief Laws) and under which no notice of a performance default by CLC has been delivered by the Obligor thereunder to CLC, the Seller or the Servicer; (ii) which is an "account" within the meaning of Section 9-106 of the UCC of the applicable jurisdictions governing the perfection of the interest of the Seller and the Trust in the Receivable; (iii) the Obligor of which is not a government or a governmental subdivision or agency other than a Government Obligor, but only to the extent that the combined aggregate balance of all Receivables due from Government Obligors does not exceed an amount equal to $350,000; (iv) which is denominated and payable only in Dollars in the United States; (v) the Obligor of which is a Designated Obligor; (vi) which, according to the Contract related thereto, is required to be paid in full within thirty (30) days of the original billing date therefor as determined pursuant to the Credit and Collection Policy; (vii) which, together with the Contract related thereto, does not contravene in any material respect any Requirements of Law applicable thereto (including, without limitation, laws, rules and regulations relating to usury, consumer protection, truth in lending, fair credit billing, fair credit reporting, equal credit opportunity, fair debt collection practices and privacy) and with respect to which no party to the Contract related thereto is in violation of any such law, rule or regulation in any material respect; (viii) which satisfies all applicable requirements of the Credit and Collection Policy; -7- (ix) in respect of which the Obligor thereof is directed to make payments to a one of the Permitted Lockboxes; (x) which was not originated in or subject to the laws of a jurisdiction whose laws would make such Receivable, the related Contract or the transfer of such Receivable hereunder or under the Receivables Purchase Agreement unlawful, invalid or unenforceable; (xi) which is owned solely by the Seller free and clear of all Liens or other adverse claims, except for the Lien arising in connection with this Agreement or under the Receivables Purchase Agreement; (xii) which no rejection or return of the goods or services which give rise to such Receivable has occurred and all goods and services in connection therewith have been finally performed or delivered to and accepted by the Obligor without dispute; (xiii) with respect to which all consents, licenses, approvals or authorizations of, or registrations or declarations with, any Governmental Authority required to be obtained, effected or given by the Seller and each Originator in connection with the creation of such Receivable, have been duly obtained, effected or given and are in full force and effect as of such date of creation; (xiv) which is not subject to any asserted offset, counterclaim or defense provided that, if a Receivable is subject only in part to any of the foregoing, the Receivable will be an Eligible Receivable to the extent not subject to such offset, counterclaim or defense; (xv) which the interest of the Seller and the Trust therein is a first priority perfected security interest; (xvi) the Obligor of which qualifies for credit under the Credit and Collection Policy; (xvii) the Contract of which does not require the consent of the related Obligor to sell or assign; (xviii) as to which the Seller, the Trustee or the Investor Certificateholder Representative has not notified the Originators that the Obligor is not acceptable; (xix) the Obligor of which is a United States resident or a Canadian Affiliate of a United States resident and which is not located in Mexico; -8- (xx) the Obligor of which is not an employee or contractor of CLC, an Originator, the Seller or any Affiliate thereof; (xxi) which is exclusive of the portion of any Receivable which would cause the Receivables Concentration Percentage applicable to the Obligor of such Receivable to exceed the Maximum Receivable Concentration Percentage applicable to such Obligor; (xxii) which Seller has no knowledge at the time of its sale to the Trust that the indebtedness thereunder will not be paid in full; and (xxiii) which is not a Defaulted Receivable. "ERISA" means the Employee Retirement Income Security Act of 1974, as amended, and the rules and regulations promulgated thereunder. "Exchange Act" shall mean the Securities Exchange Act of 1934, as amended from time to time. "Extended Trust Termination Date" shall have the meaning specified in subsection 12.1(a). "FDIC" shall mean the Federal Deposit Insurance Corporation or any successor. "Fixed Charge Ratio" shall mean, for each Accounting Period, the ratio of (x) the sum of all of CLC's (i) operating income exclusive of items of extraordinary income, (ii) interest expense, (iii) depreciation expense and (iv) amortization expense, over (y) the interest expense of CLC. "Governmental Authority" shall mean the United States of America, any state or other political subdivision thereof and any entity exercising executive, legislative, judicial, regulatory or administrative functions of or pertaining to government. "Government Obligor" means the federal government of the United States of America, or a governmental subdivision or agency thereof. "Initial Investor Interest" shall mean $23,000,000. "Interest Period" shall mean, initially, the period from the close of business on the Closing Date to the close of -9- business on June 15, 1993 and thereafter, the period from the close of business on the last day of the prior Interest Period to the close of business on the fifteenth day of the third calendar month thereafter. "Interest Sub-Account" shall have the meaning specified in subsection 4.2(a). "Investment Company Act" shall mean the Investment Company Act of 1940, as amended from time to time. "Investor Certificate" shall mean any one of the certificates, including, without limitation, a certificate executed by the Seller and authenticated by the Trustee substantially in the form of the investor certificate attached hereto as Exhibit 6.1(a) evidencing an Undivided Trust Interest, other than the Seller Certificate. "Investor Certificateholder" shall mean the Holder of record of an Investor Certificate. "Investor Certificateholder Representative" shall have the meaning specified in Section 1.3. "Investor Interest" shall mean the undivided ownership interest of the Investor Certificateholder in the Trust representing the right to receive Collections and other amounts at the times and in the amounts specified in Article 4 hereof to be deposited in its Accounts or paid to or on behalf of all Investor Certificateholders. "Investor's Percentage" shall mean the percentage equivalent of a fraction calculated using the financial information set forth in the Daily Servicer's Report, which shall never be less than 0% nor more than 100%, the numerator of which is $23,000,000 and the denominator of which is the sum of (i) the excess of (x) the aggregate Account Balance of all Eligible Receivables in the Trust over (y) the Discount Reserve and (ii) the amount then on deposit in the Unallocated Principal Sub-Account and the Reserve Account. "LIBOR Rate" shall mean the rate of interest that is published in the Money Rates section of the Eastern Edition of the Wall Street Journal under the section captioned "London Interbank Offered Rates" for dollar deposits with maturities of three (3) months or, if such interest rate is unavailable, such comparable published rate as shall be selected by the Trustee in its sole and absolute discretion. -10- "Lien" shall mean any mortgage, deed of trust, pledge, hypothecation, assignment, participation or equity interest, deposit arrangement, encumbrance, lien (statutory or other), preference, priority or other security agreement or preferential arrangement of any kind or nature whatsoever, including, without limitation, any conditional sale or other title retention agreement, any financing lease having substantially the same economic effect as any of foregoing and the filing of any financing statement under the UCC (other than any such financing statement filed for informational purposes only) or comparable law of any jurisdiction to evidence any of the foregoing; provided that any assignment pursuant to Section 8.2 hereof and the Lien created by this Agreement and the other Transaction Documents shall not be deemed to constitute a Lien. "Lockbox Bank" shall mean Corestates Bank, N.A. "Maximum Receivables Concentration Percentage" shall mean two percent (2%) for all Obligors other than (i) Obligors whose credit qualifies for an investment grade rating from a Rating Agency, in which case the term Maximum Receivables Concentration Percentage shall mean four percent (4%), (ii) Obligors whose credit qualifies for a rating of A/Duff-1 (or if not rated by Duff its equivalent from another Rating Agency), in which case the term Maximum Receivables Concentration Percentage shall mean seven percent (7%), (iii) Obligors whose credit qualifies for a rating of AA/Duffl+ from Duff (or its equivalent from another Rating Agency), in which case the term Maximum Receivables Concentration Percentage shall mean 10 percent (10%) and (iv) for the Obligors listed on Exhibit 1.1(c), the term Maximum Receivables Concentration Percentage shall mean fifteen percent (15%). "Minimum Seller Percentage Adjustment" shall mean, with respect to any Accounting Period during the Revolving Period, the sum of the amount, if any, expressed as a percentage and calculated as of the end of such Accounting Period using the financial information set forth in the Monthly Servicer's Report for such Accounting Period, by which (a) the Charge-Off Ratio exceeds four percent (4%), multiplied by an amount equal to 1.22 and (b) the Billing Adjustment Percentage exceeds one percent (1%), multiplied by an amount equal to 1.22. "Monthly Servicer's Report" shall have the meaning set forth in Section 3.6(b). "Moody's" shall mean Moody's Investor's Service, Inc. -11- "Obligor" shall mean, with respect to any Receivable, any Person or Persons obligated to make payments pursuant to a Contract, including any guarantor thereof. "Officer's Certificate" shall mean a certificate signed by any Vice President or more senior officer of the Seller, either Originator or the Servicer, as applicable. "Opinion of Counsel" shall mean a written opinion of counsel, who may be counsel for or an employee of the Person providing the opinion, and who shall be reasonably acceptable to the Trustee, and the Investor Certificateholder Representative and in the case of an opinion to be delivered to the Seller, reasonably acceptable to the Seller. "Originators" shall mean Chemical Leaman Tank Lines, Inc., a Delaware corporation and Quala Systems, Inc. a Delaware corporation. "Paying Agent" shall mean any paying agent appointed pursuant to Section 6.6 and shall initially be Fidelity Bank, National Association. "Permitted Investments" shall mean book-entry securities, negotiable instruments or securities represented by instruments in bearer or registered form which evidence any of the following: (A) direct obligations of, and obligations fully guaranteed by, the United States of America or any agency or instrumentality of the United States of America, the obligations of which are backed by the full faith and credit of the United States of America; (B) demand and time deposits in, certificates of deposits of, bankers' acceptances issued by, or federal funds sold by, any depository institution or trust company (including the Trustee and its Affiliates or any agent of the Trustee and its Affiliates, acting in their respective commercial capacities) incorporated under the laws of the United States of America, any State thereof or the District of Columbia or any foreign depository institution with a branch or agency licensed under the laws of the United States of America or any State, subject to supervision and examination by Federal and/or State banking authorities and having an Approved Rating at the time of such investment or contractual commitment providing for such investment or otherwise approved in writing by the Rating Agency (B) any other demand or time deposit or certificate of deposit which is fully insured by the Federal Deposit Insurance Corporation; -12- (C) repurchase obligations with respect to (A) any security described in clause i. above or (B) any other security issued or guaranteed by an agency or instrumentality of the United States of America, in either case entered into with a depository institution or trust company (acting as principal) described in clause ii. (A) above; (D) short-term securities bearing interest or sold at a discount issued by any corporation incorporated under the laws of the United States of America or any State, the short-term unsecured obligations of which have an Approved Rating at the time of such investment; provided, however, that securities issued by any particular corporation will not be Permitted Investments to the extent that investment therein will cause the then outstanding principal amount of securities issued by such corporation and held as part of the corpus of the Trust to exceed 10% of amounts held in the Collection Account; (E) commercial paper having an Approved Rating at the time of such investment or pledge as security, or (F) units of a money market fund which invests solely in obligations described in (A) above or repurchase agreements backed by such obligations, including money market funds for which the Trustee or any of its affiliates or subsidiaries provide investment advisory or management services; and (G) any other investments approved in writing by the Rating Agency. "Permitted Lockboxes" shall mean the accounts numbered 01743113 and 01743121, established by the Trustee in the name of the Trust for the benefit of the Certificateholders, and maintained with the Lockbox Bank for the purpose of collecting payments made by Obligors, and any additional or subsequent accounts as shall be agreed to by the Trustee and the Investor Certificateholder Representative and is maintained with a Qualified Depository Institution. "Person" shall mean any legal person, including any individual, corporation, partnership, joint venture, association, joint-stock company, trust, unincorporated organization, governmental entity or other entity of similar nature. "Qualified Depository Institution" shall mean a depository institution or trust company organized under the laws of the United States of America or any one of the states thereof -13- or the District of Columbia, with deposit insurance provided by BIF or SAIF, the long-term deposits of which have an Approved Long-Term Rating. "Retina Agency" shall mean Duff, or if Duff is no longer rating the Investor Certificates, Moody's, S&P or any similar entity providing such a rating and approved by the Investor Certificateholder Representative. "Rating Agency Condition" shall mean, with respect to any action, that the Rating Agency shall have notified the Seller, the Servicer and the Trustee in writing that such action will not result in a reduction or withdrawal of its rating on any Certificates. "Receivables" shall mean all Pool Receivables (as such term is defined in the Receivables Purchase Agreement). "Receivables Concentration Percentage" shall mean with respect to any Accounting Period the percentage equivalent of a fraction calculated using the financial information set forth in the related Monthly Servicer's Report with respect to such Accounting Period, which shall never be less than 0% nor more than 100%, the numerator of which is the current outstanding principal balance of all Eligible Receivables in the Trust owing by any individual Obligor and the denominator of which is the current aggregate outstanding principal amount of all Eligible Receivables currently in the Trust. "Receivables Information" shall have the meaning specified in subsection 2.2(b). "Receivables Purchase Agreement" shall mean the Receivables Contribution and Purchase Agreement dated of even date herewith among the Seller, CLC and the Originators, as the same may be amended, modified or supplemented from time to time in accordance with its terms. "Record Date" shall mean, with respect to any Distribution Date, the last day of the calendar month immediately preceding such Distribution Date, whether or not such day is a Business Day. "Recoveries" shall mean all amounts received (net of out-of-pocket costs of collection), with respect to Receivables previously charged off as uncollectible. "Related Security" shall mean with respect to any Receivable: -14- (i) all of the Seller's interest in any merchandise (including returned merchandise) relating to any sale giving rise to such Receivable; (ii) all other security interests or liens and property subject thereto from time to time purporting to secure payment of such Receivable, whether pursuant to the Contract related to such Receivable or otherwise, together with all financing statements describing any collateral securing such Receivable; and (iii) all guaranties, insurance and other agreements or arrangements of whatever character from time to time supporting or securing payment of such Receivable whether pursuant to the contract related to such Receivable or otherwise. "Required Minimum Seller Percentage" shall mean an amount equal to twenty percent (20%) plus any Minimum Seller Percentage Adjustment. "Requirements of Law" means any law, treaty, rule or regulation, or determination of an arbitrator of, the United States of America, any state or other political subdivision thereof or any entity exercising executive, legislative, judicial, regulatory or administrative functions of or pertaining to government, whether federal, state or local (including any usury law) and, when used with respect to any Person, the certificate of incorporation and by-laws or other charter or other governing documents of such Person. "Reserve Account" shall have the meaning specified in subsection 4.2(a). "Reserve Amount" shall mean an amount equal to $1,000,000. "Responsible Officer" shall mean any officer within the Corporate Trust Office (or any successor group of the Trustee), including any Vice President, any Assistant Secretary or any other officer of the Trustee customarily performing functions similar to those performed by any person who at the time shall be an above designated officer and also, with respect to a subject, a particular officer to whom any corporate trust matter is referred because of such officer's knowledge of and familiarity with the particular subject. "Revolving Period" shall mean the period of time from the Closing Date until the earlier to occur of the Scheduled Maturity Date or the date of the declaration of a Termination Event. -15- "S&P" shall mean Standard & Poors Corporation. "SAIF" shall mean the Savings Association Insurance Fund administered by the FDIC. "Securities Act" shall mean the Securities Act of 1933, as amended from time to time. "Scheduled Maturity Date" shall mean May 13, 1995. "Seller" shall mean Pickering Way Funding Corp., a Delaware corporation. "Seller Certificate" shall mean the certificate executed by the Seller and authenticated by the Trustee, substantially in the form of Exhibit 6.1(b). "Seller Interest" shall mean at any time an undivided ownership interest in the Trust not allocated to the Investor Interest, including the right to receive Collections and other amounts at the time and in the amounts specified in Article 4 of this Agreement to be paid to or on behalf of the holder of the Seller Certificate. "Seller Percentage" shall mean a percentage equal to 100% minus the Investors Percentage. "Seller Sub-Account" shall have the meaning specified in subsection 4.2(a). "Servicer" shall mean initially, CLC, a Pennsylvania corporation, and its permitted successors and assigns, and thereafter, any Person appointed as successor as herein provided to service the Receivables and the Related Security. "Servicer Default" shall have the meaning specified in Section 10.1(e). "Servicer Default Consent" shall have the meaning specified in subsection 10.1(e). "Servicer Termination Notice" shall have the meaning specified in subsection 10.1(e). "Servicing Fee" shall have the meaning specified in Section 3.4. "Servicing Officer" shall mean any officer of the Servicer involved in, or responsible for, the administration and -16- servicing of the Receivables and the Related Security whose name appears on a list of servicing officers furnished to the Trustee by the Servicer, as such list may from time to time be amended. "Successor Servicer" shall have the meaning specified in subsection 10.2(a). "Termination Event" shall have the meaning specified in Section 9.1. "Total Systems Failure" means, in respect of any Distribution Date, a total failure of the computer system (including but not limited to off-site backup systems) of the Servicer which contain records relating to the Receivables and the Related Security, the effect of which would make it impossible or impracticable for the Servicer to perform the acts required to be performed hereunder on or in anticipation of such Distribution Date. "Transaction Documents" means this Agreement, the Receivables Purchase Agreement, the Buyer Notes and each of the documents executed in connection therewith. "Transfer Agent and Registrar" shall have the meaning specified in Section 6.3 and shall initially be the Trustee. "Trust shall mean the trust created by this Agreement, the corpus of which shall consist of the Trust Assets. "Trust Assets" shall have the meaning specified in Section 2.1. "Trust Extension" shall have the meaning specified in subsection 12.1(a). "Trust Termination Date" shall mean (i) unless a Trust Extension shall have occurred, the day after the Distribution Date following the date on which funds shall have been deposited in the Collection Account (A) for the payment of Investor Certificateholders sufficient to pay in full the Investor Interest plus accrued interest at the Certificate Rate through the date such funds are paid to the Investor Certificateholders plus all fees and expenses of the Trustee, the Servicer and any other Person as specified therein, or (ii) if a Trust Extension shall have occurred, the Extended Trust Termination Date. "Trustee" shall mean Fidelity Bank, National Association, a national banking association, in its capacity as trustee on behalf of the Trust, and its successors and any corporation resulting from or surviving any consolidation or merger to which -17- it or its successors may be a party and any successor trustee appointed as herein provided. "Unallocated Principal Sub-Account" shall have the meaning specified in subsection 4.2(a). "UCC" shall mean the Uniform Commercial Code, as amended from time to time, as in effect in the Commonwealth of Pennsylvania, and any other state where the filing of a financing statement is required to perfect an interest in the Receivables and the Related Security and the proceeds thereof, or in any other specified jurisdiction. "Undivided Trust Interest" shall mean the undivided interest in the Trust evidenced by a Certificate. Section 1.2. Other Definitional Provisions. 1.2.1. Unless otherwise defined herein, capitalized terms defined in the Receivables Purchase Agreement and used in this Agreement shall have the respective meanings set forth therein. 1.2.2. All terms defined in this Agreement shall have the defined meanings when used in any certificate or other document made or delivered pursuant hereto unless otherwise defined therein. 1.2.3. As used herein and in any certificate or other document made or delivered pursuant hereto or thereto, accounting terms not defined in Section 1.1, and accounting terms partially defined in Section 1.1 to the extent not defined, shall have the respective meanings given to them under generally accepted accounting principles. To the extent that the definitions of accounting terms herein are inconsistent with the meanings of such terms under generally accepted accounting principles, the definitions contained herein shall control. 1.2.4. The words "hereof," "herein" and "hereunder" and words of similar import when used in this Agreement shall refer to this Agreement as a whole and not to any particular provision of this Agreement; and Section, subsection, Schedule and Exhibit references contained in this Agreement are references to Sections, subsections, Schedules and Exhibits in or to this Agreement, unless otherwise specified. The Monthly Servicer's Report, the form of which is attached as Exhibit 3.6(b) to this Agreement, shall be in substantially the form of Exhibit 3.6(b), with such changes as the Servicer may determine to be reasonably necessary or desirable; Provided, however, that no such change shall serve to exclude information required by -18- this Agreement or in Exhibit 3.6(b) to this Agreement. The Servicer shall, upon making such determination, deliver to the Trustee an Officer's Certificate to which shall be annexed to the form of the related Exhibit, as so changed. Upon the delivery of such Officer's Certificate to the Trustee, the related Exhibit, as so changed, shall for all purposes of this Agreement and the other Transaction Documents constitute such Exhibit. The Trustee may conclusively rely upon such Officer's Certificate in determining whether the related Exhibit, as changed, conforms to the requirements of this Agreement and the other Transaction Documents. Section 1.3. Investor Certificateholder Representative. The Investor Certificateholders shall appoint a "representative," "investor representative," "agent" or similarly designated Person, (the "Investor Certificateholder Representative") who shall have the right to vote, or to give or receive any request, demand, authorization, direction, notice, consent or waiver, hereunder on behalf of all of the Certificateholders. ARTICLE 2 CONVEYANCE OF RECEIVABLES; ISSUANCE OF CERTIFICATES Section 2.1. Conveyance of Receivables. The Seller does hereby Convey to the Trust without recourse (except as expressly provided herein), all of its right, title and interest in and to (i) the Receivables now existing and hereafter created and arising from time to time, (ii) all Related Security, (iii) all monies due or to become due with respect thereto, (iv) all rights, remedies, powers and privileges with respect to the Receivables and the Related Security, (v) the rights, remedies, powers and privileges of the Seller (but not its obligations) under the Receivables Purchase Agreement, (vi) all funds on deposit in each of the Accounts (including investments made with such funds) and (vii) all proceeds of the foregoing. Such property shall constitute the assets of the Trust (collectively, the "Trust Assets"). In connection with such Conveyance, on or prior to the Closing Date the Seller agrees to record and file, at its own expense, a financing statement or financing statements (including thereafter any continuation statements with respect to each such financing statements when applicable) with respect to the Receivables and the Related Security and the other Trust Assets now existing and hereafter created and the other Trust Assets meeting the requirements of applicable state law in such manner and in such jurisdictions as are necessary to perfect the -19- Conveyance of the Receivables and the Related Security and the other Trust Assets to the Trust and the first priority nature of the Trustee's interest in the Trust Assets, and to deliver a file-stamped copy of each such financing statement or continuation statement or other evidence of such filing to the Trustee on or prior to the Closing Date, and in the case of any continuation statements filed pursuant to this Section 2.1, as soon as practicable after receipt thereof by the Seller. The foregoing Conveyance shall be made to the Trust for the benefit of the Certificateholders, and each reference in this Agreement and the other Transaction Documents to such Conveyance shall be construed accordingly. In connection with such Conveyance, the Seller agrees, at its own expense, on or prior to the Closing Date, to deliver to the Trustee a computer file or microfiche or written list containing a true and complete list of all such Obligors, identified by setting forth the Receivable balance as of the Cut Off Date. Such file or list shall be marked as Exhibit 2.1 to this Agreement, delivered to the Trustee as confidential and proprietary, and is hereby incorporated into and made a part of this Agreement. The parties intend that if, and to the extent that, such Conveyance is not deemed to be a sale, the Seller shall be deemed hereunder to have granted to the Trust a first priority perfected security interest in all of the Seller's right, title and interest in, to and under the Trust Assets now existing and hereafter created and arising from time to time until the termination of the Trust, and that this Agreement shall constitute a security agreement under applicable law. Pursuant to the written request of the Seller, the Trustee shall cause Certificates in authorized denominations evidencing the entire interest in the Trust to be duly authenticated and delivered to or upon the order of the Seller pursuant to Section 6.2. Section 2.2. Acceptance by Trustee. (a) The Trustee hereby acknowledges its acceptance, on behalf of the Trust, of all right, title and interest previously held by the Seller in and to the Trust Assets now existing and hereafter created from time to time until the Trust Termination Date, and declares that it shall maintain such right, title and interest, upon the Trust herein set forth, for the benefit of all Certificateholders in accordance with the provisions of this Agreement. The Trustee further acknowledges that, on or prior to the Closing Date, it has received from the Seller the computer file or microfiche or written list required -20- to be delivered to it pursuant to the third paragraph of Section 2.1. (b) The Trustee hereby agrees not to disclose to any Person any of the information contained in the computer files or microfiche or written lists delivered to the Trustee by the Seller pursuant to Section 2.1 ("Receivables Information") except as is required in connection with the performance of its duties hereunder or in enforcing the rights of the Certificateholders or to a Successor Servicer appointed pursuant to Section 10.2 or as mandated pursuant to any Requirement of Law applicable to the Trustee or its auditors or counsel. The Trustee agrees to take such measures as shall be reasonably requested by the Seller to protect and maintain the security and confidentiality of such information, and, in connection therewith, shall allow the Seller to inspect the Trustee's security and confidentiality arrangements from time to time during normal business hours. If the Trustee is required by law to disclose any Receivables Information, the Trustee shall provide the Seller with prompt written notice of any such request or requirement so that the Seller may request a protective order or other appropriate remedy, unless such notice is prohibited by law. The Trustee shall use its reasonable efforts to provide the Seller with written notice no later than five (5) days prior to any disclosure pursuant to this subsection 2.2(b). (c) The Trustee shall have no power to create, assume or incur indebtedness or other liabilities in the name of the Trust other than as contemplated in this Agreement. Section 2.3. Representations and Warranties of the Seller. At each time that any Pool Receivable is conveyed to the Trust and continuing until such time as the Investor Certificates are paid in full, the Seller represents and warrants to the Trustee and the Trust as follows: (a) Organization and Good Standing. The Seller is a corporation duly organized and validly existing under the laws of the State of Delaware and has full corporate power, authority and legal right to execute, deliver and perform its obligations under this Agreement and the other Transaction Documents and to execute and deliver to the Trustee the Certificates pursuant hereto. (b) Due Qualification. The Seller is duly qualified to do business and is in good standing (or is exempt from such requirement) in any state required in order to conduct its business, and has obtained all necessary licenses and approvals with respect to the Seller required under applicable law. -21- (c) Due Authorization and Execution. The execution and delivery of this Agreement and the other Transaction Documents by the Seller and the consummation of the transactions provided for in this Agreement and the other Transaction Documents have been duly authorized by the Seller by all necessary corporate action on its part and this Agreement and the other Transaction Documents has been duly executed by the Seller. (d) Enforceability. This Agreement and the other Transaction Documents constitutes a legal, valid and binding obligation of the Seller, enforceable against the Seller in accordance with its terms, except as such enforceability may be limited by Debtor Relief Laws. (e) No Conflict. The execution, delivery and performance of this Agreement and the Receivables Purchase Agreement, the performance of the transactions contemplated thereby and the fulfillment of the terms hereof and thereof by the Seller, do not (i) contravene its Certificate of Incorporation or By-Laws, (ii) violate any provision of, or require any filing, registration, consent or approval under, any law, rule, regulation, order, writ, judgment, injunction, decree, determination or award presently in effect having applicability to the Seller, except for such filings, registrations, consents or approvals, including the filings under the UCC required by this Agreement and the Receivables Purchase Agreement, as have already been obtained and are in full force and effect, (iii) result in a breach of or constitute a default or require any consent under any indenture or loan or credit agreement or any other agreement, lease or instrument to which the Seller is a party or by which it or its properties may be bound or affected, or (iv) result in, or require, the creation or imposition of any Lien upon or with respect to any of the properties now owned or hereafter acquired by the Seller other than as specifically contemplated by this Agreement or the Receivables Purchase Agreement. (f) No Violation. The execution and delivery of this Agreement and the other Transaction Documents and the Certificates, the performance of the transactions contemplated by this Agreement and the other Transaction Documents and the fulfillment of the terms hereof will not conflict with or violate in any material respect any Requirements of Law applicable to the Seller. (g) No Proceedings. There are no proceedings pending or, to the best knowledge of the Seller, threatened against the Seller before any court, regulatory body, administrative -22- agency, or other tribunal or governmental instrumentality (i) asserting the invalidity of this Agreement, the Receivables Purchase Agreement or the Certificates, (ii) seeking to prevent the issuance of the Certificates or the consummation of any of the transactions contemplated by this Agreement, the Receivables Purchase Agreement or the Certificates, (iii) seeking any determination or ruling that, in the reasonable judgment of the Seller, would materially and adversely affect the performance by the Seller of its obligations under this Agreement or the Receivables Purchase Agreement, (iv) seeking any determination or ruling that would materially and adversely affect the validity or enforceability of this Agreement, the Receivables Purchase Agreement or the Certificates or (v) seeking to affect adversely the income tax attributes of the Trust. (h) All Consents Required. All approvals, authorizations, consents, orders or other actions of any Person or of any governmental body or official required in connection with the execution and delivery of this Agreement, the Receivables Purchase Agreement and the Certificates, the performance of the transactions contemplated by this Agreement or the Receivables Purchase Agreement and the fulfillment of the terms hereof, have been obtained. (i) Accuracy of Information. All information heretofore or hereafter delivered to the Trustee on behalf of the Trust concerning the transaction described in this Agreement and the other Transaction Documents is true, accurate and correct. (j) Principal Place of Business; Other Offices. The principal place of business and chief executive office of the Seller, and the offices where the Seller keeps its records concerning the Receivables is located at 102 Pickering Way, Exton, PA 19341 or, by notice to the Trustee and the Investor Certificateholder Representative in accordance with Section 13.5, at such other locations in jurisdictions where all actions reasonably requested by the Trustee and the Investor Certificateholder Representative to protect and perfect the Trustees' interest in the Receivables of the Seller have been taken and completed. During the immediately preceding four (4) calendar month period, the Seller has not changed the physical location of any of its other offices. (k) Lockbox Bank. The names and addresses of the Lockbox Bank, together with the account numbers of the Permitted Lockboxes at such Lockbox Bank, are specified in Exhibit 2.3(k) hereto (or at such other Lockbox Bank and/or with such other Permitted Lockboxes, notice of which has been given to the Trustee and the Investor Certificateholder Representative in accordance herewith). -23- (l) Tax Returns. All necessary tax returns have been filed on or prior to, as appropriate, their scheduled or extended due dates. (m) Bulk Sales Law. The transfer of Receivables hereunder shall not constitute "bulk transfers" under, or otherwise be subject to, the Uniform Commercial Code - Bulk Transfers, including Chapter 61 of the Pennsylvania Uniform Commercial Code, 13 PA C.S.A. Section 6101, et seq. (n) Trade Names. The business conducted by the Seller in the United States within six (6) years prior to and as of the Closing Date has not been conducted under any corporate, trade or fictitious name. (o) Litigation. As of the Closing Date, there is no pending or threatened action proceeding affecting such the Seller or any of its Affiliates before any court, governmental agency or arbitrator which may materially adversely affect the assets or the financial condition or operations of the Seller and its Affiliates taken as a whole or the ability of the Seller to perform its obligations under this Agreement or the other Transaction Documents, or which purports to affect the legality, validity or enforceability of this Agreement or any other Transaction Document. (p) Servicer Reports. Each Daily Servicer's Report and each Monthly Servicer's Report (to the extent that information contained therein is supplied by the Seller or an Affiliate of the Seller), exhibit, financial statement, document, book, record or report and all information furnished or to be furnished at any time by or on behalf of the Seller in connection with this Agreement or the other Transaction Documents is or will be accurate in all material respects as of its date or (except as otherwise disclosed to the recipient at such time) as of the date so furnished. In reference to any financial information, the term "material", as used in this subsection (p.), shall mean material in relation to the financial information so provided. (q) Eligible Receivables. Each Receivable which is identified by or on behalf of the Seller as an Eligible Receivable in a Monthly Servicer's Report or Daily Servicer's Report, as the case may be, is an Eligible Receivable on and as of such date. (r) Solvency of Seller. The Seller is solvent on each date that Receivables are transferred to the Seller by the Originators pursuant to the Receivables Purchase Agreement and -24- each time that Receivables are transferred by the Seller to the Trust pursuant to this Agreement. (s) Transfers Not Fraudulent. No transfer of Receivables under the Receivables Purchase Agreement or under this Agreement is fraudulent within the meaning of Section 548(a) of the Bankruptcy Code of the United States of America. The representations and warranties set forth in this Section 2.3 shall survive the transfer and assignment of the respective Receivables to the Trust and the termination of the rights and obligations of the Servicer pursuant to Section 10.1 and continue until the Investor Certificates have been repaid in full. Section 2.4. Representations and Warranties of the Seller Relating to the Receivables and the Related Security; Notice of Breach. (a) Valid Conveyance and Assignment; Eligibility of Receivables. The Seller hereby represents and warrants to the Trust as of the Closing Date and as of each date that Receivables are conveyed to the Trust: (i) This Agreement constitutes either (A) a valid sale to the Trust of all right, title and interest of the Seller in and to the Receivables and the Related Security and the other Trust Assets now existing and hereafter created and arising from time to time until the Trust Termination Date, and such property will be held by the Trust free and clear of any Lien of any other Person except for the interest of the Holder of the Seller Certificate or (B) a grant of a security interest (as defined in the UCC as in effect in any applicable jurisdiction) in such property to the Trust, which is enforceable with respect to the Trust Assets now existing and hereafter created until the Trust Termination Date, upon such creation. To the extent that this Agreement constitutes the grant of a security interest to the Trust in such property, upon the filing of the financing statements described in Section 2.1 and in the case of the Receivables and the Related Security hereafter created and the proceeds of the foregoing, upon such creation, the Trust shall have a first priority perfected security interest in such property (subject to Section 9-306 of the UCC as in effect in any applicable jurisdiction). Neither the Seller nor any Person claiming through or under the Seller shall have any claim to or interest in the Accounts to the extent that this Agreement constitutes the grant of a security interest in such property, except for the interest of the Seller in such property as a -25- debtor for purposes of the UCC as in effect in any applicable jurisdiction. (ii) Each Receivable then existing has been Conveyed to the Trust in compliance, in all material respects, with all Requirements of Law applicable to the Seller. (iii) With respect to each Receivable, all consents, licenses, approvals or authorizations of or registrations or declarations with any Governmental Authority required to be obtained, effected or given by the Seller in connection with the Conveyance of such Receivable to the Trust have been duly obtained, effected or given and are in full force and effect. (iv) As of the Cut Off Date, (A) Exhibit 2.1 to this Agreement and the related computer file or microfiche or written list is an accurate and complete listing in all material respects of all the Obligors, (B) the information contained therein with respect to the identity of such Obligors and the Receivables and the Related Security described therein is true and correct in all material respects, (C) each Receivable described therein is an Eligible Receivable and (D) the aggregate Account Balance of all Eligible Receivables was $23,043,168. (b) Survival. The representations and warranties set forth in this Section 2.4 shall survive the Conveyance of any of the respective Receivables and the other Trust Assets to the Trust and the termination of the rights and obligations of the Servicer pursuant to Section 10.1 and continue until the Investor Certificates are repaid in full. (c) Notice of Breach. Upon discovery by the Seller, the Servicer or the Trustee of a breach of any of the representations and warranties set forth in Section 2.3 or 2.4, the party discovering such breach shall give notice to the other parties hereto and the Investor Certificateholder Representative as soon as practicable and in any event within ten (10) Business Days following such discovery. Section 2.5. Covenants of the Seller. The Seller hereby covenants that: (a) Receivables to be Accounts. The Seller will take no action to cause any Receivable to be evidenced by any instrument (as defined in the UCC as in effect in any applicable jurisdiction). Each Receivable shall be payable pursuant to a Contract which does not create a Lien on any goods purchased thereunder. The Seller will take no action to cause any Receivable to be anything other than an "account" or the -26- "proceeds" thereof for purposes of the UCC as in effect in any applicable jurisdiction. (b) Credit and Collection. The Seller shall (and shall cause the Servicer to) comply with and perform its obligations under the Credit and Collection Policy except insofar as any failure to comply or perform would not materially and adversely affect the rights of the Trust or the Certificateholders. The Seller may change the terms and provisions of the Credit and Collection Policy in any respect, unless such change (i) would be reasonably likely to have a material adverse effect on the collectibility of the Receivables and the Related Security or (ii) would materially change the general credit requirements imposed on Obligors and the Related Security, in which event such change may only be made with the consent of the Investor Certificateholder Representative; provided that if any change made without the consent of the Investor Certificateholder Representative is later determined by the Seller or any Investor Certificateholder Representative to have had a material adverse effect on the collectibility of the Receivables and the Related Security or on the general credit requirements imposed on Obligors, then the Seller shall promptly revise its Credit and Collection Policy in order to prevent any such material adverse effect from occurring thereafter. (c) Notice of Adverse Claims. The Seller shall notify the Trustee and the Investor Certificateholder Representative after becoming aware of any Lien on any Receivable. (d) Information Provided to Rating Agency. The Seller will use its best efforts to cause all information provided to the Rating Agency pursuant to this Agreement and the other Transaction Documents or in connection with any action required or permitted to be taken under this Agreement and the other Transaction Documents to be complete and accurate in all material respects. (e) Offices, Records and Books of Account. The Seller will keep its principal place of business and chief executive office and the office where it keeps its records concerning the Receivables and the Related Security at the address of the Seller set forth under its name on the signature page to the Agreement and the other Transaction Documents or, upon thirty (30) days' prior written notice to the Trustee and the Investor Certificateholder Representative, at any other locations in jurisdictions where all actions reasonably requested by the Trustee or the Investor Certificateholder Representative to protect and perfect the Trust's interest in the Receivables and the Related Security have been taken and completed. The Seller also will maintain and implement administrative and -27- operating procedures (including, without limitation, an ability to recreate records evidencing Receivables in the event of the destruction of the originals thereof), and keep and maintain all documents, books, records and other information reasonably necessary or advisable for the collection of all Receivables (including, without limitation, records adequate to permit the daily identification of each Receivable and all Collections of and adjustments to each existing Receivable). (f) Compliance with Laws, etc. The Seller will comply in all material respects with all applicable laws, rules, regulations, judgments, decrees and orders (including, without limitation, those relating to the Receivables, the Related Security and the related contracts and any other agreements related thereto). (g) Certain Reporting Requirements of the Seller. Unless the Trustee shall otherwise consent in writing, the Seller shall furnish to the Trustee and the Investor Certificateholder Representative: (i) Termination Events. As soon as possible, and in any event within five (5) Business Days after the Seller has obtained knowledge of the occurrence of any Termination Event or any unmatured Termination Event, a written statement of a Responsible Officer of the Seller describing such event and the action that the Seller proposes to take with respect thereto, in each case in reasonable detail; and (ii) Other. Promptly, from time to time, such other information, documents, records or reports respecting the Receivables or the Related Security or such other information respecting the condition or operations, financial or otherwise, of the Seller as the Trustee or the Investor Certificateholder Representative may from time to time reasonably request in order to protect the interests of the Trustee, the Trust or the Investor Certificateholders under or as contemplated by this Agreement and the other Transaction Documents. (h) Sales, Liens, etc. Except for the conveyances hereunder and under the Receivables Purchase Agreement, the Seller will not sell, pledge, assign (by operation of law or otherwise) or otherwise dispose of, or grant, create, incur, assume or permit to exist any Lien upon or with respect to any Receivable, related contract, Related Security or other Trust Asset, or any interest therein, or assign any right to receive income from or in respect of any of the foregoing, and the Seller shall defend the right, title and interest of the Trust in, to and under the Trust Assets, whether now existing or hereafter -28- created, against all claims of third parties claiming through or under the Seller. (i) Mergers, Acquisitions, Sales, etc. The Seller shall not: (i) be a party to any merger or consolidation, or directly or indirectly purchase or otherwise acquire all or substantially all of the assets or any stock of any class of, or any partnership or joint venture interest in, any other Person, or, except pursuant to the Transaction Documents, sell, transfer, assign, convey or lease all of any substantial part of its assets, or, directly or indirectly, sell, transfer, assign, convey or lease, whether in one transaction or a series of transactions, all or any substantial part of its assets, or sell or assign with or without recourse any Receivables or Related Security (other than pursuant hereto); (ii) make, incur or suffer to exist an investment in, equity contribution to, loan or advance to, or payment obligation in respect of the deferred purchase price of property from, any other Person other than reasonable and customary operating expenses; or (iii) create any direct or indirect subsidiary or otherwise acquire direct or indirect ownership of any equity interests in any other Person. (j) Required Net Worth. The Seller shall not permit its net worth at any time to be less than $5,000,000. (k) Change in Name. The Seller will not change its corporate name or the name under or by which it does business, and CLC will not permit any Originator to change its corporate name or the name under or by which it does business, unless the Seller shall have given the Servicer and the Trustee prior written notice thereof and, within twenty-one (21) days after any such change in name, the Seller shall file (or cause to be filed) such financing statements or amendments as may be necessary to continue the perfection of the Trust's security interest in the Receivables, the Related Security and the proceeds thereof. (1) Amendment of Certificate of Incorporation; Change in Business. The seller will not amend its Certificate of Incorporation or By-Laws, or engage in any business other than as contemplated by the Transaction Documents, without (i) the written consent of the Trustee and the Investor Certificateholder Representative and (ii) written confirmation from the Rating Agency that such amendment or such change in the Seller's -29- business will not result in the reduction or withdrawal of the rating of any of the Investor Certificates. (m) Amendments to Transaction Documents. The Seller will not amend or otherwise modify or supplement any Transaction Document to which it is a party (including, without limitation, the Receivables Purchase Agreement or any Buyer Note) unless the Trustee shall have given its prior written consent to each such amendment, modification or supplement, which consent shall not be unreasonably withheld or delayed. (n) Enforcement of Transaction Documents. The Seller will enforce the Receivables and the Related Security, the covenants and agreements of the Originators in the Receivables Purchase Agreement and the other Transaction Documents to which Seller is a party to the extent it determines in good faith that such enforcement is necessary or appropriate, unless instructed otherwise by the Trustee or by the Trustee at the direction of the Investor Certificateholder Representative in connection with the exercise of the Trustee's rights as assignee of the Seller's rights, title and interest in, to and under the Transaction Documents to which Seller is a party. (o) Other Indebtedness. The Seller shall not (i) create, incur or permit to exist any indebtedness, guaranty or liability or (ii) cause or permit to be used for its account any letters of credit of bankers' acceptances, except for indebtedness incurred pursuant to the Buyer Notes, other liabilities specifically permitted to be incurred by the Seller pursuant to or in connection with the Transaction Documents and reasonable and customary operating expenses. (p) Separate Corporate Existence. The Seller hereby acknowledges that the Trustee and the Investor Certificateholders are, and will be, entering into the transactions contemplated by the Transaction Documents in reliance upon the Seller's identity as a legal entity separate from the Originators, the Servicer and CLC. Therefore, from and after the Closing Date, the Seller shall take all reasonable steps to continue its identity as a separate legal entity and to make it apparent to third Persons that the Seller is an entity with assets and liabilities distinct from those of the Servicer, CLC, the Originators and any other Person, and that the Seller is not a division of the Servicer, CLC, any Originator or any other Person. Without limiting the generality of the foregoing, the Seller shall take such actions as shall be required in order that: (i) the Seller will be a limited purpose corporation whose primary activities will be restricted in its -30- Certificate of Incorporation to purchasing Receivables and Related Security from the Originators, entering into agreements for the servicing of such Receivables and Related Security, transferring Receivables and Related Security to the Trust and conducting such other activities as it deems necessary or appropriate to carry out its primary activities; (ii) Not less than one member of the Seller's Board of Directors (the "Independent Director") will be an individual who is not a direct, indirect or beneficial stockholder, officer, director, employee, affiliate, associate, customer, agent, counsel, investment banker or supplier of CLC, the Seller or any Originator or any of their Affiliates. The Seller's Board of Directors will not approve, or take any other action to cause the filing of, a voluntary bankruptcy petition with respect to the Seller unless the Independent Director will approve the taking of such action in writing prior to the taking of such action; (iii) The Seller will restrict its Independent Director from at any time serving as a trustee in bankruptcy for any Affiliate of CLC, any Originator or the Seller; (iv) The Seller will compensate any of its employees, consultants or agents from the Seller's own funds for services provided to the Seller, except as provided herein in respect of Servicing Fee; (v) The Seller will contract with the Servicer to perform for the Seller on behalf of the Trust, as owner of the Receivables all operations required on a daily basis to service the Receivables. The Seller will not incur any material indirect or overhead expenses for items shared between the Seller and any Affiliate thereof which are not reflected in the Servicing Fee, such as legal, auditing and other professional services, that will be allocated to the extent practical on the basis of actual use or the value of services rendered, and otherwise on a basis reasonably related to the actual use or the value of services rendered, it being understood that CLC will pay all expenses relating to the preparation, negotiation, execution and delivery of the Transaction Documents, including, without limitation, legal, commitment, agency and other fees; (vi) The Seller's operating expenses or liabilities will not be paid by any Affiliate of CLC, any Originator or the Seller; (vii) The Seller will maintain separate corporate records and books of account and will have separate -31- telephone numbers, mailing addresses, stationery and other business forms; (viii) All financial statements of CLC or any Affiliate thereof that are consolidated to include the Seller and are used other than for internal purposes by CLC or any Affiliate thereof will contain detailed notes clearly stating that (A) all of the Seller's assets are owned by the Seller, and (B) the Seller is a separate corporate entity with creditors who have received ownership of and security interests in the Seller's assets; (ix) The Seller will act solely in its corporate name and through its duly authorized officers or agents so as not to mislead others as to the identity of the company with which those others are concerned; (x) The Seller will not commingle its assets or funds with those of any Originator, CLC or any affiliate thereof; (xi) The Seller will not, directly or indirectly, be named and will not enter into an agreement to be named as a direct or contingent beneficiary or loss payee on any insurance policy covering the property of any Originator, CLC or any Affiliate thereof; and (xii) The Seller will maintain arm's-length relationships with each Originator, CLC and any Affiliate thereof. Any such Person that renders or otherwise furnishes services to the Seller will be compensated by Seller at market rates for such services. Neither the Seller nor any such Person will be or will hold itself out to be responsible for the debts of the other or the decisions or actions respecting the daily business and affairs of the other. All business correspondence of Seller shall be in its own name only. (q) Preservation of Corporate Existence. The Seller shall take all actions necessary to maintain its current status as a corporation in good standing under the laws of the State of Delaware. (r) Future Contracts. The Seller shall use all reasonable efforts to insert a clause in the future Contracts with Obligors waiving the offset rights of each such Obligor. Section 2.6. Trustee May Perform. If the Seller fails to perform any of its agreements or obligations under this Agreement and the other Transaction Documents, the Trustee may (but shall not be obligated to) itself perform, or cause the -32- performance of, such agreement or obligation, and the expenses incurred in connection therewith shall be payable by the Seller as provided in Section 11.5. Section 2.7. No Assumption of Liability. Nothing in this Agreement and the other Transaction Documents shall constitute or is intended to result in the creation or assumption by the Trust, the Trustee, the Investor Certificateholder Representative or any Certificateholder of any obligation of the Seller or the Servicer or any other Person to any Obligor in connection with the Receivables and the Related Security or any other agreements or instruments relating thereto or in connection with the Receivables Purchase Agreement. Section 2.8. Conditions Precedent to Issuance of Certificates. The Certificates shall not be issued until the conditions precedent set forth below are satisfied to the reasonable satisfaction of the Trustee and the Investor Certificateholder Representative: (a) Conditions Precedent Under Receivables Purchase Agreement. The Buyer shall certify in writing to the Trustee and the Investor Certificateholder Representative that each of the conditions precedent set forth in Sections 3.2 and 3.3 of the Receivables Purchase Agreement have been satisfied and the Trustee and the Investor Certificateholder Representative or their respective counsel shall have received copies of all documents delivered under such Sections. (b) Additional Pre-Closing Documents. Each of the documents described in Exhibit 2.8(b) shall have been executed and delivered by and to the appropriate parties thereto and the Trustee and the Investor Certificateholder Representative or their respective counsel shall have received copies thereof. (c) Correctness and Accuracy of Representations, Warranties and Covenants; Termination Events. The representation and warranties made by the Seller, the Servicer and each of the Originators in the Transaction Documents to which it is a party shall be true and correct in all material respects on and as of the Closing Date as if made on the Closing Date (except to the extent a different date is specified in any such document); the Seller, each Originator and the Servicer shall have performed and complied with all of the agreements and conditions in each of the Transaction Documents required to be performed or complied with by it on or before the Closing Date; and no event shall have occurred or condition shall exist which would constitute a "Termination Event" under this Agreement or the Receivables Purchase Agreement or with the lapse of time or giving of notice on both, would constitute such a Termination Event. -33- (d) Opinions. The Trustee and the Investor Certificateholder Representative shall have received opinion letters, dated the Closing Date, of Pepper, Hamilton and Scheetz as to the matters set forth in Exhibit 2.8(d) hereof. Section 2.9. Distribution of Initial Proceeds From Sale of Investor Certificates. On the Closing Date, the Trustee shall allocate the proceeds received in connection with the issuance of the Investor Certificates into the Accounts in the manner set forth below: (i) Reserve Account - $1,000,000; (ii) Unallocated Principal Sub-Account - $4,976,363; and (iii) Seller Sub-Account - $17,023,637 ARTICLE 3 ADMINISTRATION AND SERVICING OF RECEIVABLES Section 3.1. Acceptance of Appointment and Other Matters Relating to the Servicer. (a) The servicing, administering and collection of the Receivables and the Related Security shall be conducted by the Persons designated as the Servicer hereunder from time to time in accordance with this Section 3.1. Until the Trustee gives a Servicer Termination Notice to CLC pursuant to Section 10.1, CLC is hereby designated as, and CLC hereby agrees to act as, the Servicer under this Agreement and the other Transaction Documents with respect to the Receivables and the Related Security, and the Certificateholders by their acceptance of the Certificates consent to CLC acting as the Servicer. (b) Delegation of Certain Servicing Activities. In the ordinary course of business, the Servicer may at any time delegate its duties hereunder with respect to the Receivables and the Related Security to any of the Originators who agree to conduct such duties in accordance with the Credit and Collection Policy and this Agreement and the other Transaction Documents on behalf of the Trust as the owner of the Receivables. Each such Originator to whom any such duties are delegated in accordance with this Section 3.1(b) is herein called a "Sub-Servicer". Notwithstanding any such delegation by the Servicer, the Servicer shall remain liable for the performance of all duties and obligations of the Servicer pursuant to the terms of this Agreement and the other Transaction Documents and such delegation shall not -34- relieve the Servicer of its liability and responsibility with respect to such duties. The fees and expenses of any such Sub-Servicers shall be as agreed between the Servicer and such Sub-Servicers from time to time and none of the Trust, the Trustee or the Certificateholders shall have any responsibility therefore. (c) Termination. The designation of the Servicer (and each Sub-Servicer) under this Agreement (and, in the case of any Sub-Servicer, under this Agreement and the other Transaction Documents or other document in which the Servicer makes a delegation of servicing duties to such Sub-Servicer) shall automatically cease and terminate upon termination of the Trust pursuant to Section 12.1. Section 3.2. Duties of the Servicer and the Seller. (a) Appointment of the Servicer as Agent; Duties in General. Each of the Seller and the Trustee hereby appoints the Servicer from time to time designated pursuant to Section 3.1 as its agent to enforce their respective rights and interests in and under the Receivables and the Related Security. The Servicer shall collect, administer and service the Receivables and the Related Security in accordance with its customary and usual servicing procedures for servicing comparable receivables and in accordance with the Credit and Collection Policy and applicable Requirements of Law. As agent for the Seller and the Trust, the Servicer shall, subject to the terms and provisions of this Agreement and the other Transaction Documents, have full power and authority, acting alone or through any Person properly designated by it in accordance with Section 3.1(b), to do any and all things in connection with such servicing and administration which it may deem necessary or appropriate. The Trustee shall furnish the Servicer with any documents necessary or appropriate to enable the Servicer to carry out its servicing and administrative duties hereunder. The Servicer shall take or cause to be taken all such actions as it deems necessary or appropriate to collect each Receivable and Related Security (and shall cause each Sub-Servicer, if any, to take or cause to be taken all such actions as the Servicer deems necessary or appropriate to collect each Receivable and Related Security transferred by it to Seller) from time to time, all in accordance with applicable law and in accordance with the Credit and Collection Policy. Without limiting the generality of the foregoing and subject to Section 10.1, the Servicer or its designee is hereby authorized and empowered, unless such power and authority is revoked by the Trustee on account of the occurrence of a Servicer Default pursuant to Section 10.1, (i) to instruct the Trustee to -35- make withdrawals and payments from the Accounts as set forth in this Agreement and the other Transaction Documents, (ii) to execute and deliver, on behalf of the Trust for the benefit of the Certificateholders, any and all instruments of satisfaction or cancellation, or of partial or full release or discharge, and all other comparable instruments, with respect to the Receivables and the Related Security, (iii) to make any filings, reports, notices, applications and registrations with, and to seek any consents or authorizations from, the Securities and Exchange Commission and any state securities authority on behalf of the Trust as may be necessary or appropriate to comply with any federal or state securities laws or reporting requirements or other laws or regulations, and (iv) after the delinquency of any Receivable or any default in connection with a Related Security and to the extent permitted under and in compliance with all applicable laws, rules, regulations, judgments, orders and decrees of courts and other governmental authorities (whether federal, state, local or foreign) and all other tribunals, to commence collection proceedings with respect to the Receivables and the Related Security and otherwise to enforce the rights and interests of the Trust and the Certificateholders in, to and under such Receivables and the Related Security, unless the Trustee, at the direction of the Investor Certificateholder Representative, otherwise revokes such authority in writing. The Trustee shall promptly comply with the instructions of the Servicer to withdraw funds and make payments from the Accounts pursuant to the terms of this Agreement and the other Transaction Documents. The Trustee shall furnish the Servicer with any powers of attorney and other instruments and documents that are necessary or appropriate to enable the Servicer to carry out its servicing and administrative duties hereunder. (b) Identification and Transfer of Collections Other than Collections of Receivables. Following notification that collections of any receivable or other intangible which is not a Collection of a Receivable or a Related Security have been deposited into a Permitted Lockboxes or the Accounts, the Servicer shall cause all such collections to be segregated, apart and in different accounts, from the Permitted Lockboxes and the Accounts. Without limiting the provisions of Section 3.1, the Servicer shall cause Collections and all other Trust Assets that consist of cash or cash equivalents to be deposited into the Permitted Lockboxes and the Accounts pursuant to the terms and provisions of Article 4 of this Agreement. The Servicer and, to the extent applicable, the Trustee, shall hold all such funds in trust, separate and apart from such Person's other funds. On each Business Day, after such misapplied collections have been reasonably identified by the Servicer to the Trustee, the Servicer shall instruct the Trustee to turn over to the Seller all such misapplied collections less all reasonable and -36- appropriate out-of-pocket costs and expenses, if any, incurred by the Servicer in collecting such receivables. (c) Documents and Records. At any time when CLC shall not be the Servicer, CLC shall, upon the request of the then-acting Servicer, cause each Originator to deliver to the Servicer, and the Servicer shall hold in trust for the Seller and the Trustee in accordance with their respective interest, copies of all records (including, without limitation, computer tapes or disks and purchase orders and invoices related to the Receivables and the Related Security) that evidence or relate to the Receivables and Related Security of such Originator. (d) Authorization to Act as the Seller's Agent. Without limiting the generality of Section 3.2(a), the Seller hereby appoints the Servicer as its agent for the following purposes: (i) specifying accounts to which payments are to be made to the Seller, (ii) making transfers among, and deposits to and withdrawals from, all deposit accounts of the Seller for the purposes described in this Agreement and the Receivables Purchase Agreement, and (iii) arranging payment by the Seller of all fees, expenses and other amounts payable by the Seller pursuant to this Agreement and the Receivables Purchase Agreement. The Seller irrevocably agrees that (A) it shall be bound by all actions taken by the Servicer pursuant to the preceding sentence, and (B) the Trustee and the banks holding all deposit accounts of the Seller are entitled to accept submissions, determinations, selections, specifications, transfers, deposits and withdrawal requests, and payments from the Servicer on behalf of the Seller. (e) Grant of Power of Attorney. The Seller and the Trustee hereby each grant to the Servicer a power of attorney, with full power of substitution, to take in the name of the Seller and the Trustee all steps which are necessary or appropriate to endorse, negotiate, deposit or otherwise realize on any writing of any kind held or transmitted by the Seller or transmitted or received by the Trustee (whether or not from the Seller) in connection with any Receivable or Related Security. The power of attorney that the Seller and the Trustee have granted to the Servicer pursuant to this Section 3.2(e) may be revoked by the Trustee upon a Servicer Default or at the direction of the Investor Certificateholder Representative, and shall be revoked by the Seller, on the date on which the Trustee shall be entitled to exercise the powers granted to the Trustee pursuant to Section 3.2(a). (f) Turnover of Collections. If the Servicer, the Seller or any of their respective agents or representatives shall at any time receive any cash, checks or other instruments constituting Collections, such recipient shall segregate such -37- payments and hold such payments in trust for and in a manner acceptable to the Trustee and shall, promptly upon receipt (and in any event within two (2) Business Days following receipt), remit all such cash, checks, and instruments, duly endorsed or with duly executed instruments of transfer, to the Collection Account. (g) Computer Software, Hardware and Services. The Seller shall use reasonable efforts to provide the Servicer with such sublicenses and/or assignments of contracts as the Servicer or the Trustee shall require with regard to all services and computer hardware or software that relate to the servicing of the Receivables or the Related Security. Section 3.3. Permitted Lockboxes. (a) The Permitted Lockboxes shall be maintained in the name of the Trustee on behalf of the Trust pursuant to a lockbox agreement substantially in the form of Exhibit 3.3 hereto (the "Lockbox Agreement"). Unless instructed otherwise by the Servicer or, after the occurrence and continuance of a Servicer Default, the Trustee, the Lockbox Bank shall be instructed to remit, on a daily basis, via overnight or same day transfer, all amounts deposited in the Permitted Lockboxes maintained with it to the Collection Account. None of the Originators, the Seller, the Servicer, or any Person claiming by, through or under any Originator, the Seller or the Servicer shall have any control over the use of, or any right to withdraw any item or amount from, the Permitted Lockboxes except as expressly provided in this Agreement and the other Transaction Documents or the Lockbox Agreement. The Servicer and the Trustee are each hereby irrevocably authorized and empowered, as the Seller's attorney-in-fact, to endorse any item deposited in a lockbox or presented for deposit in the Permitted Lockboxes requiring the endorsement of the Seller, which authorization is coupled with an interest. (b) The Servicer shall instruct (or shall cause the Originators to instruct) all Obligors to make all payments due to the Seller or any of the Originators relating to or constituting Collections (or any proceeds thereof) to the Lockbox Bank for deposit in the Permitted Lockboxes. If the Servicer, the Seller or any Originator receives any Collections or any other payment of proceeds of any other Related Security, the Servicer shall cause such recipient to segregate such payments and hold such payments in trust for the Trustee, and such Person shall as soon as practicable, but not later than the second Business Day following receipt of such item by such Person, deposit such payment in the Permitted Lockboxes or the Collection Account. The Servicer (if CLC) shall, and shall cause the Seller and the Originators to, use reasonable efforts to prevent the -38- deposit of any amounts other than Collections and other Trust Assets in the Permitted Lockboxes. In the event that the Servicer is notified by any Originator that any amount other than Collections or other Trust Assets have been deposited in the Permitted Lockboxes, the Servicer shall promptly instruct the appropriate Lockbox Bank and the Trustee to segregate such amount, and shall direct such Lockbox Bank or the Trustee (as appropriate) to turn over such amounts to the applicable Originator to whom such amounts are owed. (c) The Trustee will instruct the Lockbox Bank and, if the Trustee fails so to instruct, the Trustee hereby grants to the Servicer the authority to instruct the Lockbox Bank, to transfer on a daily basis to the Collection Account all amounts on deposit in the Lockbox Accounts maintained with such Lockbox Bank. Section 3.4. Servicing Compensation. (a) As compensation for its servicing activities hereunder and reimbursement for its expenses as set forth in the immediately following paragraph, on each Distribution Date in accordance with the provisions of Section 4.3(b), the Servicer shall be entitled to receive solely from the assets of the Trust a servicing fee in respect of any Interest Period prior to the termination of the Trust pursuant to Section 12.1 (with respect to each Interest Period, the "Servicing Fee") which shall equal .03125% of all Receivables collected by the Servicer during such Interest Period, calculated using the financial information set forth on the three (3) immediately preceding Monthly Servicer's Reports. (b) The Servicer's expenses include the amounts due to the Trustee pursuant to Section 11.5 and the reasonable fees and disbursements of independent public accountants and all other expenses incurred by the Servicer in connection with its activities hereunder; provided, that the Servicer shall not be liable for any liabilities, costs or expenses of the Trust, the Investor Certificateholder Representative or the Investor Certificateholders arising under any tax law, including without limitation any federal, state or local income or franchise taxes or any other tax imposed on or measured by income (or any interest or penalties with respect thereto or arising from a failure to comply therewith). The Servicer shall be required to pay such expenses as for its own account and shall not be entitled to any payment therefor other than the Servicing Fee. Section 3.5. Representations, Warranties and Covenants of the Servicer. CLC, as initial Servicer, hereby makes, and any Successor Servicer by its appointment hereunder shall make, the -39- following representations, warranties and covenants (the representations and warranties below to be modified, if appropriate, with respect to any Successor Servicer to reflect a different jurisdiction of organization or type of institution) on which the Trustee has relied in accepting the Receivables and the Related Security in trust: (a) Organization and Good Standing. The Servicer is a corporation duly organized and validly existing under the laws of the Commonwealth of Pennsylvania and has full corporate power, authority and legal right to own its properties and conduct its business as such properties are presently owned and such business is presently conducted, and to execute, deliver and perform its obligations under this Agreement and the other Transaction Documents. (b) Due Qualification. The Servicer is not required to qualify nor register as a foreign corporation in any state in order to service the Receivables and the Related Security as required by this Agreement and the other Transaction Documents and has obtained all licenses and approvals necessary in order to so service the Receivables and the Related Security as required under applicable law. if the Servicer shall be required by any Requirement of Law to so qualify or register or obtain such license or approval, then it shall do so. (c) Due Authorization and Execution. The execution, delivery and performance of this Agreement and the other Transaction Documents have been duly authorized by the Servicer by all necessary corporate action on the part of the Servicer and this Agreement and the other Transaction Documents has been duly executed by the Servicer. (d) Binding Obligation. This Agreement and the other Transaction Documents constitute the legal, valid and binding obligations of the Servicer, enforceable in accordance with their respective terms, except as enforceability may be limited by Debtor Relief Laws. (e) No Violation. The execution and delivery of this Agreement and the other Transaction Documents by the Servicer, and the performance of the transactions contemplated by this Agreement and the other Transaction Documents and the fulfillment of the terms hereof applicable to the Servicer, will not conflict with, violate, result in any breach of any of the material terms and provisions of, constitute (with or without notice or lapse of time or both) a default under, or require any authorization, consent, order or approval of or registration or declaration with any Governmental Authority (other than as have been obtained) under, any Requirement of Law applicable to the -40- Servicer or any indenture, contract, agreement, mortgage, deed of trust or other instrument to which the Servicer is a party or by which it is bound. (f) No Proceedings. There are no proceedings pending or, to the best knowledge of the Servicer, threatened against the Servicer before any court, regulatory body, administrative agency or other tribunal or governmental instrumentality seeking to prevent the consummation of any of the transactions contemplated by this Agreement and the other Transaction Documents, or seeking any determination or ruling that, in the reasonable judgment of the Servicer, would materially and adversely affect the performance by the Servicer of its obligations under this Agreement and the other Transaction Documents, or seeking any determination or ruling that would materially and adversely affect the validity or enforceability of this Agreement and the other Transaction Documents. (g) Compliance with Requirements of Law. The Servicer shall duly satisfy all obligations on its part to be fulfilled under or in connection with each Receivable, will maintain in effect all qualifications required under Requirements of Law in order to service properly each Receivable, and will comply in all material respects with all other Requirements of Law in connection with servicing each Receivable and the Related Security, the failure to comply with which would have a material adverse effect on the Certificateholders. (h) No Rescission or Cancellation. The Servicer shall not permit any rescission or cancellation of any Receivable except as ordered by a court of competent jurisdiction or other Governmental Authority. (i) Protection of Certificateholders' Rights. The Servicer shall take no action which, nor omit to take any action the omission of which, would impair the rights of Certificateholders in, or to receive, Collections, nor shall it reschedule, revise or defer payments due on any Receivable except in accordance with the Credit and Collection Policy. (j) Receivables Not to be Evidenced by Promissory Notes. Except in connection with its enforcement or collection of a Receivable, the Servicer will take no action to cause any Receivable to be evidenced by any "instrument" (as defined in the UCC) . (k) Total Systems Failure. The Servicer shall promptly notify the Trustee and the Investor Certificateholder Representative of any Total Systems Failure and shall advise the Investor Certificateholder Representative of the estimated time -41- required in order to remedy such Total Systems Failure and of the estimated date on which a Monthly Servicer's Report can be delivered. Until a Total Systems Failure is remedied, the Servicer will (i) furnish to the Trustee and the Investor Certificateholder Representative such periodic status reports and other information relating to such Total Systems Failure as the Investor Certificateholder Representative may reasonably request and (ii) promptly notify the Trustee and the Investor Certificateholder Representative if the Servicer believes that such Total Systems Failure cannot be remedied by the estimated date, which notice shall include a description of the circumstances which gave rise to such delay, and the action proposed to be taken in response thereto, and a revised estimate of the date on which a Monthly Servicer's Report can be delivered. The Servicer shall promptly notify the Investor Certificateholder Representative when a Total Systems Failure has been remedied. (1) Required Net Worth. CLC shall not permit its net worth at any time to be less than $21,000,000.00. Section 3.6. Reports and Records for the Trustee. (a) Daily Reports. On each Business Day, the Servicer shall prepare and forward to the Trustee and the Investor Certificateholder Representative, a report from the Servicer, signed by a Servicing Officer in the form of Exhibit 3.6(a) setting forth (i) the Collections in respect of the Receivables and the Related Security processed by the Servicer on or prior to the immediately preceding Business Day, (ii) the amount of Receivables as of the close of business on the immediately preceding Business Day and (iii) such other matters as are set forth in Exhibit 3.6(a) (each, a "Daily Servicer's Report") . (b) Monthly Servicer's Report. On or prior to the twentieth calendar day following the end of the immediately preceding Accounting Period, the Servicer shall prepare and forward to the Trustee and the Investor Certificateholder Representative a report from the Servicer, signed by a Servicing Officer in the form of Exhibit 3.6(b) containing the following information with respect to the most recent Accounting Period ending immediately preceding to such day: (i) a listing by Obligor of all Receivables outstanding on the last day of the preceding Accounting Period; (ii) an analysis of the aging of such Receivables by Obligor on the last day of such preceding Accounting Period; (iii) the aggregate amount of Collections processed during the preceding Accounting Period; (iv) the balance on deposit in the Accounts after giving effect to any distributions to be made on the next succeeding Distribution Date, (v) the sum of all amounts payable to the Investor Certificateholders -42- on the next succeeding Distribution Date and (vi) such other matters as are set forth in Exhibit 3.6(b) (each, a "Monthly Servicer's Report"), except for the calculation of the Fixed Charge Ratio and the consolidated shareholders equity, which shall be provided in a supplemental report from the Servicer to the Trustee and the Investor Certificateholder Representative on or before the twenty-fifth calendar day following the end of the immediately preceding Accounting Period. Section 3.7. Monthly Servicer's Certificate. The Servicer will deliver to the Trustee and the Investor Certificateholder Representative, together with the current Monthly Servicer's Report that is required to be delivered pursuant to Section 3.6(b), a certificate signed by the Chief Financial Officer or the Assistant Chief Financial Officer of the Servicer substantially in the form of Exhibit 3.7 stating that (a) a review of the activities of the Servicer during the prior Accounting Period and of its performance under this Agreement and the other Transaction Documents was made under the supervision of the officer signing such certificate and (b) to the best of such officer's knowledge, based on such review, the Servicer has fully performed all its obligations under this Agreement and the other Transaction Documents throughout such Accounting Period, or, if there has been a default in the performance of any such obligation, specifying each such default known to such officer and the nature and status thereof. A copy of such certificate may be obtained by any Investor Certificateholder by a request in writing to the Trustee addressed to the Corporate Trust Office. Section 3.8. Annual Statements. (a) The Servicer will deliver to the Trustee, the Investor Certificateholder Representative and the Rating Agency on or before March 31 of each year, beginning with March 31, 1994, an Officer's Certificate stating, as to each signer thereof, that (i) a review of the activities of the Servicer during the preceding calendar year and of performance under this Agreement has been made under such officer's supervision and (ii) to the best of such officer's knowledge, based on such review, the Servicer has fulfilled all its obligations under this Agreement throughout such year, or, if there has been a default in the fulfillment of any such obligation, specifying each such default known to such officer and the nature and status thereof and remedies therefor being pursued. (b) Annual Independent Public Accountants' Servicing Report. On or before March 31 of each year, beginning with March 31, 1994 the Servicer at its expense shall cause a firm of independent public accountants which is a member of the American Institute of Certified Public Accountants to furnish a -43- statement to the Trustee, the Investor Certificateholder Representative and the Rating Agency to the effect that such firm has examined certain documents and records relating to the servicing of the receivables and the reporting requirements with respect thereto and that, on the basis of such examination, such servicing and reporting requirements have been conducted in compliance with this Agreement, except for (i) such exceptions as such firm shall believe to be immaterial and (ii) such other exceptions as shall be set forth in such statement. Section 3.9. Tax Treatment. The Seller has structured this Agreement and the other Transaction Documents and the Investor Certificates with the intention that the Investor Certificates will qualify under applicable federal, state and local tax law as indebtedness of the Seller. The Seller, the Servicer, the Holder of the Seller Certificate and each Investor Certificateholder agrees to treat and to take no action inconsistent with the treatment of the Investor Certificates (or beneficial interest therein) as indebtedness of the Seller for purposes of federal, state and local income or franchise taxes and any other tax imposed on or measured by income. Each Investor Certificateholder and the Holder of the Seller Certificate, by acceptance of its Certificate, agree to be bound by the provisions of this Section 3.9. Section 3.10. Notices to the Seller. Any Successor Servicer appointed pursuant to Section 10.2 shall deliver or make available to the Seller each certificate and report required to be prepared, forwarded or delivered thereafter pursuant to Sections 3.6, 3.7 and 3.8. ARTICLE 4 RIGHTS OF CERTIFICATEHOLDERS AND ALLOCATION AND APPLICATION OF COLLECTIONS Section 4.1. Rights of Certificateholders. Each Certificate shall represent an undivided interest in the Trust, including right to receive the Collections and other amounts at the times and in the amounts specified in this Article 4 to be deposited in the Collection Account or to be paid to the Investor Certificateholders. The Seller Certificate shall represent the remaining undivided interest in the Trust, including the right to receive the Collections and other amounts at the times and in the amounts specified in this Article 4 to be paid to the Holder of the Seller Certificate; Provided, however, that the such Certificate shall not represent any interest in the Collection Account, except as provided in this Agreement and the other Transaction Documents and neither the Seller nor the Servicer shall have the right to withdraw funds from the Accounts or to -44- receive funds on deposit therein except as and when provided by this Agreement and the other Transaction Documents. Section 4.2. Establishment and Administration of the Accounts. (a) Establishment of the Accounts. The Trustee for the benefit of the Certificateholders, shall establish and maintain, with an office or branch of one or more Qualified Depository Institutions, or in an Eligible Account, in all cases in the name of the Trustee and on behalf of the Trust, (i) a segregated trust account for use in connection with the collection and distribution of certain funds in the manner described in this Agreement (the "Collection Account"), (ii) three separate segregated trust sub-accounts of the Collection Account to facilitate such collection and distribution (respectively, the "Unallocated Principal Sub-Account," the "Interest Sub-Account" and the "Seller Sub-Account") and (iii) a segregated trust account for use in connection with the maintenance and allocation of a reserve for the benefit of the Investor Certificateholders, in an amount initially equal to the Reserve Amount (the "Reserve Account"), each bearing a designation clearly indicating that the funds deposited therein are held in trust for the benefit of the Certificateholders. The Accounts shall be under the sole dominion and control of the Trustee for the ratable benefit of the Certificateholders. If, at any time, any institution holding any of the Accounts ceases to be a Qualified Depository Institution or in an Eligible Account, the Trustee shall within ten (10) Business Days of a Responsible Officer learning of such event, establish new Accounts meeting the conditions specified above with a Qualified Depository Institution, or in an Eligible Account and transfer any cash and/or any investments to such new Accounts. The Trustee, for the ratable benefit of the Investor Certificateholders in accordance with their Investor Interests and the Holder of the Seller Certificate, to the extent of the Seller Interest, shall possess all right, title and interest in all funds on deposit from time to time in the Accounts and in all proceeds thereof. Neither the Seller nor the Servicer, nor any Person claiming by, through or under the Seller or Servicer, shall have any right, title or interest in, or any right to withdraw any amount from the Accounts except to the extent provided in this Agreement and the other Transaction Documents. Pursuant to the authority granted to the Servicer pursuant to Section 3.2, the Servicer shall have the revocable power to instruct the Trustee to make withdrawals and payments from the Accounts for the purposes of carrying out the Servicer's, and where applicable, the Trustee's duties hereunder. The Servicer agrees that it shall have no right of set-off or banker's lien against, and no right to otherwise deduct from, any funds held in -45- the Accounts for any amount owed to it by the Trustee, the Trust, the Seller or any Certificateholder. (b) Administration of the Accounts. Funds on deposit in the Accounts shall at all times be invested in Permitted Investments. Any such investment shall mature and such funds shall be available for withdrawal on or prior to the next following Distribution Date. Subject to the conditions set forth herein, the Servicer shall have the authority to instruct the Trustee with respect to the investment of such funds. Section 4.3. Collections, Allocations and Distributions. (a) Collections. The Servicer shall cause all Collections and all other Trust Assets consisting of cash or cash equivalents to be transferred, on or before the close of business on each Business Day of receipt, from the Permitted Lockboxes to the Collection Account. In addition, the Servicer shall cause the Originators to deposit to the Collection Account all amounts payable to the Seller under the Receivables Purchase Agreement (including Article 7 thereof). (b) Allocations and Distributions. Based upon the financial information contained in the then-current Daily Servicer's Report, or, as appropriate, the then-current Monthly Servicer's Report, the Servicer shall allocate and the Trustee shall distribute all Collections and all other Trust Assets to each Investor Certificateholder and to the Holder of the Seller Certificate, in accordance with the procedures set forth below in this subsection 4.3(b) and shall instruct the Trustee to withdraw the required amounts from the Accounts to pay such amounts in accordance with this subsection 4.3(b). The Trustee shall make such deposits or payments on the dates indicated below by wire transfer. (i) Allocations During the Revolving Period. On each Business Day during the Revolving Period, funds on deposit in the Collection Account shall be allocated by the Servicer in accordance with the following order of priority: (A) Certain Fees and Expenses. All amounts necessary to pay all (1) accrued and unpaid fees due to the Trustee in connection with the transactions described herein, (2) miscellaneous expenses incurred in connection with those transactions for the current Interest Period or any previous Interest Periods and (3) if the Servicer is not CLC, accrued and unpaid Servicing Fees for the current Interest Period or any previous Interest Periods; -46- (B) Investor Certificateholder Interest. An amount equal to (1) the interest that has accrued or will accrue on the Investor Certificates at the Certificate Rate for the current Interest Period and (2) any unpaid interest on the Investor Certificates for any prior Interest Periods (with interest thereon at the Certificate Rate to the extent legally permissible) shall be transferred to the Interest Sub-Account for distribution to the Investor Certificateholders on the next succeeding Distribution Date; (C) Replenishment of Reserve Account. All amounts necessary to increase the balance of funds on deposit in the Reserve Account to an amount equal to the Reserve Amount shall be deposited into the Reserve Account; (D) Replenishment of Required Minimum Seller Percentage. To the extent that the Seller Percentage is below the Required Minimum Seller Percentage, all amounts necessary to increase the Seller Percentage to the Required Minimum Seller Percentage shall be transferred to the Unallocated Principal Sub-Account; (E) Servicer Fees to CLC. If the Servicer is CLC, all amounts necessary to pay all accrued and unpaid Servicing Fees for the current Interest Period or any previous Interest Periods. (F) Remaining Funds. All remaining funds shall be transferred to the Seller Sub-Account. (ii) Allocations During the Amortization Period. On each Business Day during the Amortization Period, funds on deposit in the Collection Account shall be allocated by the Servicer in accordance with the following order of priority: (A) Certain Fees and Expenses. All amounts necessary to pay all (1) accrued and unpaid fees due to the Trustee in connection with the transactions described herein for the current Interest Period or any previous Interest Periods, (2) miscellaneous expenses incurred or expected to be incurred in connection with those transactions for the current Interest Period or any previous Interest Periods and (3) if the Servicer is not CLC, accrued and unpaid Servicing Fees for the current Interest Period or any previous Interest Periods shall be paid in full; (B) Investor Certificateholder Interest. An amount equal to (1) the interest that has accrued or will accrue on the Investor Certificates at the Certificate Rate for the current Interest Period and (2) any unpaid interest -47- on the Investor Certificates for any prior Interest Periods (with interest thereon at the Certificate Rate to the extent legally permissible) shall be transferred to the Interest Sub-Account for distribution to the Investor Certificateholders on the next succeeding Distribution Date; (C) Investor Certificateholder Principal. The amount necessary to pay the outstanding principal amount of the Investor Certificates until such amount shall have been paid in full shall be transferred to the Unallocated Principal Sub-Account; and (D) Servicer Fees to CLC. If the Servicer is CLC, all amounts necessary to pay all accrued and unpaid Servicing Fees for the current Interest Period or for any previous Interest Periods; and (E) Remaining Funds. All remaining funds shall be transferred to the Seller Sub-Account. (iii) Distributions During the Revolving Period. (A) Deficiency Amounts. If a Deficiency Amount exists on any Distribution Date during the Revolving Period, as shown on the most recent Monthly Servicer's Report, the Trustee shall distribute funds then on deposit in the Reserve Account in an amount equal to the Deficiency Amount to make on such Distribution Date the payments listed in clauses (i)(A) and (i)(B) of subsection 4.3(b) of this Agreement. (B) Funds in the Unallocated Principal Sub-Account. On any Business Day during the Revolving Period, so long as the amount on deposit in the Reserve Account is not less than the Reserve Amount, the Seller may direct the Trustee to pay to the Seller funds on deposit in the Unallocated Principal Sub-Account to the extent that, after giving effect to any such payment the Seller Percentage will not be less than the Required Minimum Seller Percentage. (C) Funds in the Seller Sub-Account. All funds on deposit in the Seller Sub-Account on any Business Day shall be distributed by the Trustee to the Seller on such Business Day and shall be applied by the Servicer in accordance with Section 4.3(c). -48- (iv) Distributions During the Amortization Period. (A) Amortization Deficiency Amounts. If an Amortization Deficiency Amount exists on any Distribution Date during the Amortization Period as shown on the most recent Monthly Servicer's Report, the Trustee shall distribute funds on deposit in the Reserve Account in an amount equal to the Amortization Deficiency Amount to make the payments listed in clauses (ii)(A), (ii)(B) and (ii)(C) of subsection 4.3(b) of this Agreement to the extent such funds are available to do so. (B) Funds in the Unallocated Principal Sub-Account. During the Amortization Period, funds in the Unallocated Principal Sub-Account shall be used by the Trustee to pay the outstanding principal amount of the Investor Certificates. After such principal has been paid in full and the Trust shall have been terminated pursuant to Section 12.1, all remaining funds, if any, in the Unallocated Principal Sub-Account shall be paid to the Seller by the Trustee. (c) Application of the Seller's Funds. The Servicer will apply the funds received by the Seller from the Trust (including, without limitation, all funds deposited in the Seller Sub-Account) to the payment of the Seller's obligations in the following order of priority: first, to pay the administrative and operating expenses of the Seller, including, without limitation, costs and expenses and indemnities payable under this Agreement and the other Transaction Documents; second to repay amounts owed to the Originators under the Buyer Notes in respect of the purchase price for Receivables purchased by the Seller from the Originators pursuant to the Receivables Purchase Agreement; and third, for other corporate purposes of the Seller, including the payment of dividends to the stockholders of the Seller to the extent permitted under this Agreement and the other Transaction Documents. ARTICLE 5 DISTRIBUTIONS AND REPORTS TO INVESTOR CERTIFICATEHOLDERS Section 5.1. Distributions. On each Distribution Date, the Paying Agent shall distribute (in accordance with the most recent Monthly Servicer's Report delivered by Servicer to the Trustee pursuant to Section 3.6(b)) to each Investor Certificateholder of record on the preceding Record Date (other than as provided in Section 12.3(b) hereof respecting a final -49- distribution) such Investor Certificateholder's pro rata share (based on the aggregate principal amount represented by Investor Certificates held by such Investor Certificateholder) of amounts on deposit in the Accounts as are payable to the Investor Certificateholders pursuant to Section 4.3. Such distribution shall be made by check mailed to each Certificateholder except that if all Investor Certificates are registered in the name of Cede & Co., the nominee registrar for The Depository Trust Company, such distribution to Investor Certificateholders shall be made in immediately available funds to The Depository Trust Company. All payments on account of principal and interest to Certificateholders shall be made from amounts on deposit in the Accounts. Section 5.2. Quarterly Investor Certificateholders' Statement; Annual Tax Statement. (a) On each Distribution Date, the Paying Agent shall forward to each Investor Certificateholder of record as of the preceding Record Date (other than as provided in Section 12.3(b) hereof respecting a final distribution) the statement received by the Paying Agent in connection with the distributions described in Section 4.3(b). (b) On or before March 31 of each calendar year beginning with calendar year 1994, the Servicer shall deliver to the Paying Agent, which shall thereupon furnish to each Person who at any time during the preceding calendar year was a Certificateholder, a statement prepared by the Servicer containing the information which is required to be contained in the regular quarterly report to Investor Certificateholders as set forth in Section 5.2(a), aggregated for such calendar year or the applicable portion thereof during which such person was a Certificateholder, together with such other information as is required to be provided by an issuer of indebtedness under the Code and such other customary information as the Servicer deems necessary or desirable to enable the Certificateholders to prepare their tax returns. Such obligation of the Servicer shall be deemed to have been satisfied to the extent that substantially comparable information shall be provided by the Paying Agent pursuant to this Agreement or pursuant to any requirements of the Code as from time to time in effect. Notwithstanding anything to the contrary in this Agreement, the Trustee shall from time to time after the date hereof furnish to the appropriate Persons a Form 1099-INT within the periods required by applicable law. -50- ARTICLE 6 THE CERTIFICATES Section 6.1. Certificates. The Investor Certificates shall be issued in fully registered form and shall be substantially in the form of Exhibit 6.1(a). The Seller Certificate shall be substantially in the form of Exhibit 6.1(b). The Investor Certificates and the Seller Certificate shall, upon issue pursuant hereto, be executed and delivered by the Seller to the Trustee with instructions for authentication and redelivery as provided in Sections 2.1 and 6.2. Any Investor Certificate shall be issuable in a minimum denomination of $500,000 and integral multiples thereof, and shall be issued upon original issuance in an aggregate original principal amount equal to the Initial Investor Interest. The Seller Certificate shall be issued as a single certificate. Each Certificate shall be executed by manual or facsimile signature on behalf of the Trustee by a duly authorized signatory. Certificates bearing the manual or facsimile signature of the individual who was, at the time when such signature was affixed, authorized to sign on behalf of the Trustee shall not be rendered invalid, notwithstanding that such individual has ceased to be so authorized prior to the authentication and delivery of such Certificates or does not hold such office at the date of such Certificates. No Certificate shall be entitled to any benefit under this Agreement and the other Transaction Documents, or be valid for any purpose, unless there appears on such Certificate a certificate of authentication substantially in the form provided for herein, executed by or on behalf of the Trustee by the manual signature of a duly authorized signatory, and such certificate upon any Certificate shall be conclusive evidence, and the only evidence, that such Certificate has been duly authenticated and delivered hereunder. All Certificates shall be dated the date of their authentication. Section 6.2. Authentication of Certificates. The Trustee shall authenticate and deliver the Investor Certificates, upon the written order of the Seller, to such Person as shall be designated by the Seller, against payment to the Seller of the applicable Investor Interest (net of any discount). Upon the receipt of such payment and the issuance of the Investor Certificates, such Investor Certificates shall be fully paid and non-assessable. The Trustee shall authenticate and deliver the Seller Certificate to the Seller simultaneously with the initial Conveyance to the Trust of the Receivables and the Related Security. Upon the order of the Seller, the Investor Certificates shall be duly authenticated by or on behalf of the -51- Trustee, in authorized denominations equal to (in the aggregate) the Initial Investor Interest. Section 6.3. Registration of Transfer and Exchange of Certificates. (a) The Trustee shall cause to be kept at the office or agency to be maintained by a transfer agent and registrar (the "Transfer Agent and Registrar"), a register (the "Certificate Register") in which, subject to such reasonable regulations as it may prescribe, the Transfer Agent and Registrar shall provide for the registration of the Investor Certificates and of transfers of the Investor Certificates as herein provided. Fidelity Bank, National Association is hereby initially appointed Transfer Agent and Registrar for the purposes of registering the Investor Certificates and transfers of the Investor Certificates as herein provided. Any reference in this Agreement and the other Transaction Documents to the Transfer Agent and Registrar shall include any co-transfer agent and co-registrar unless the context otherwise requires. The Trustee shall be permitted to resign as Transfer Agent and Registrar upon thirty (30) days' written notice to the Servicer. In the event that the Trustee shall no longer be the Transfer Agent and Registrar, the Trustee shall appoint a successor Transfer Agent and Registrar. The Trustee may revoke such appointment, or any subsequent appointment, and remove the Transfer Agent and Registrar if the Trustee determines in its sole discretion that the Transfer Agent and Registrar has failed to perform its obligations under this Agreement and the other Transaction Documents in any material respect. Any successor Transfer Agent and Registrar shall be permitted to resign as Transfer Agent and Registrar upon thirty (30) days notice to the Seller, the Servicer, the Trustee and the Investor Certificateholder Representative; provided that, such resignation shall not be effective and the Transfer Agent and Registrar shall continue to perform its duties as Transfer Agent and Registrar until the Trustee has appointed a successor Transfer Agent and Registrar reasonably acceptable to the Seller. Upon surrender for registration of transfer of any Certificate at any office or agency of the Transfer Agent and Registrar, the Trustee shall execute, authenticate and deliver, in the name of the designated transferee or transferees, one or more new Investor Certificates in authorized denominations of like aggregate Undivided Trust Interests. At the option of an Investor Certificateholder, Investor Certificates may be exchanged for other Investor Certificates in authorized denominations of like aggregate Undivided Trust Interests in the Trust, upon surrender of the -52- Investor Certificates to be exchanged at any office or agency of the Transfer Agent and Registrar maintained for such purpose. Whenever any Investor Certificates are so surrendered for exchange, the Seller shall execute, and the Trustee shall authenticate and (unless the Transfer Agent and Registrar is different than the Trustee, in which case the Transfer Agent and Registrar shall) deliver, the Investor Certificates which the Certificateholder making the exchange is entitled to receive. Every Investor Certificate presented or surrendered for registration of transfer or exchange shall be accompanied by a written instrument of transfer in a form satisfactory to the Trustee and the Transfer Agent and Registrar duly executed by the Certificateholder thereof or his attorney-in-fact duly authorized in writing. The preceding provisions of this Section 6.3 notwithstanding, the Trustee or the Transfer Agent and Registrar, as the case may be, shall not be required to register the transfer of or exchange any Investor Certificate for a period of fifteen (15) days preceding the due date for any payment with respect to the Investor Certificates. No service charge shall be made for any registration of transfer or exchange of Certificates, but the Transfer Agent and Registrar may require payment of a sum sufficient to cover any tax or governmental charge that may be imposed in connection with any transfer or exchange of Certificates. All Investor Certificates surrendered for registration of transfer and exchange shall be canceled by the Transfer Agent and Registrar and disposed of in a manner satisfactory to the Trustee. The Seller shall execute and deliver to the Trustee or the Transfer Agent and Registrar, as applicable, Certificates in such amounts and at such times as are necessary to enable the Trustee to fulfill its responsibilities under this Agreement and the other Transaction Documents and the Certificates. (b) In no event shall the Seller Certificate or any interest therein be transferred hereunder, in whole or in part to a person other than the Seller or an Affiliate of the Seller, unless the Seller shall have consented in writing to such transfer and unless the Trustee shall have received an Opinion of Counsel that such transfer does not adversely affect the tax treatment of the Investor Certificates as indebtedness for federal income tax and evidence of the satisfaction of the Rating Agency Condition. -53- (c) No transfer of a Certificate shall be made unless such transfer is exempt from the registration requirements of the Securities Act and any applicable state securities laws or is made in accordance with the Securities Act and such laws. In the event that any such transfer is to be made, unless the transferor or the transferee has certified that the transferee is a "qualified institutional buyer" within the meaning of Rule 144A promulgated under the Securities Act, such transferor or transferee shall deliver, at its expense, to the Seller and the Trustee (i) a certificate acceptable to the Trustee and the Seller stating that such transfer is exempt from registration under the Securities Act and such laws or (ii) if requested by Seller, a written Opinion of Counsel acceptable to and in form and substance satisfactory to the Trustee and the Seller that such transfer is not subject to registration under the Securities Act or such laws; provided, however, that no such opinion shall be required after the expiration of the three (3) year period referred to in Rule 144(k) promulgated under the Securities Act. In addition to the foregoing restrictions, if the Trustee or the Servicer shall determine, based on the number of Holders listed in the Certificate Register and the information contained in representation letters delivered to it from time to time pursuant to this subsection 6.3(c), that the aggregate number of beneficial owners (within the meaning of Section 3(c)(1) of the Investment Company Act) of interests in the Trust and in any other trust that may be integrated with the Trust as provided in the Investment Company Act may exceed ninety-five (95) after giving effect to any proposed transfer of a Certificate, the Trustee or the Servicer may, but is not required to, prohibit such transfer, unless there is delivered to the Trustee and the Servicer an Opinion of Counsel which shall not be at the expense of the Trustee, the Servicer or the Seller, acceptable to and in form and substance satisfactory to the Trustee and the Servicer, that such transfer will not cause the Trust to become an "investment company" within the meaning of Section 3 of the Investment Company Act. Neither the Trustee nor the Servicer shall have any obligation to monitor the number or status of beneficial owners. No transfer of a Certificate shall be made unless the Trustee shall have received a certificate from the transferee of such Certificate to the effect that the aggregate value of all securities owned by the transferee issued by (i) issuers who are excluded from the definition of "investment company" for purposes of the Investment Company Act solely by virtue of Section 3(c)(1) of the Investment Company Act and (ii) issuers who would, but for Section 3(c)(1)(A) of the Investment Company Act, be issuers described in (i) above, does not exceed ten percent (10%) of the value of the transferee's assets. -54- No transfer of a Certificate shall be made unless the Trustee shall have received either (i) a representation letter the proposed transferee of such Certificate to the effect that such proposed transferee is not an employee benefit plan subject to the fiduciary responsibility provisions of ERISA, or Section 4975 of the Code, or a Person acting on behalf of any such plan or using the assets of any such plan or, alternatively, in the case of an insurance company, that the funds usesd to purchase the Certificates do not constitute the assets of any separate account, which representation letter shall not be at the expense of the Trustee, the Servicer or the Seller, or (ii) in the case of any such Certificate presented for registration in the name of any employee benefit plan subject to the fiduciary responsibility provisions of ERISA, or Section 4975 of the Code (or comparable provisions of any subsequent enactments), or a trustee of any such plan, or any other person who is using the assets of any such plan or, alternatively, in the case of an insurance company, the assets of any separate account to effect such acquisition, an Opinion of Counsel, in form and substance satisfactory to, and addressed and delivered to, the Trustee and the Seller, to the effect that the purchase or holding of such Certificate will not result in the assets of the Trust being deemed to be "plan assets" and subject to the fiduciary responsibility provisions of ERISA of the prohibited transaction provisions of the Code, will not constitute or result in a prohibited transaction within the meaning of Section 406 or Section 407 of ERISA or Section 4975 of the Code, and will not subject the Trustee, the Trust or the Seller to any obligation or liability (including obligations or liabilities under ERISA or Section 4975 of the Code) in addition to those expressly undertaken in this Agreement and the other Transaction Documents, which Opinion of Counsel shall not be at the expense of the Trustee, the Trust, the Service or the Seller. Section 6.4. Mutilated, Destroyed, or Stolen Certificates. If (a) any mutilitated Certificate is surrendered to the Transfer Agent and Registrar, or the Transfer Agent and Registrar receives evidence to its satisfaction to the destruction, loss or theft of any Certificate and (b) there is delivered to the Transfer Agent and Registrar and the Trustee such security or indemnity as may be required by them to save each of them harmless, then, in the absence of notice to the Trustee that such Certificate has been acquired by a bona fide purchaser, the Seller shall execute and the Trustee shall authenticate and (unless the Transfer Agent and Registrar is different from the Trusee, in which case the Transfer Agent and Registrar shall) deliver (in compliance with applicable law), in exchange for or in lieu of any such mutilated, destroyed, lost or stolen Certificate, a new Certificate of like tenor and aggregate Undivided Trust Interest. In connection with the issuance of any -55- new Certificate under this Section 6.4, the Trustee or the Transfer Agent and Registrar may require the payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in relation thereto and any other expenses (including the fees and expenses of the Trustee and the Transfer Agent and Registrar) connected therewith. Any duplicate Certificate issued pursuant to this Section 6.4 shall constitute complete and indefeasible evidence of ownership in the Trust, as if originally issued, whether or not the lost, stolen or destroyed Certificate shall be found at any time. Section 6.5. Persons Deemed Owners. Prior to due presentation of a Certificate for registration and transfer, the Trustee, the Paying Agent, the Transfer Agent and Registrar and any agent of any of them may treat the Person in whose name any Certificate is registered as the owner of such Certificate for the purpose of receiving distributions pursuant to this Agreement and the other Transaction Documents and for all other purposes whatsoever, and neither the Trustee, the Paying Agent, the Transfer Agent and Registrar nor any agent of any of them shall be affected by any notice to the contrary; provided, however, for purposes of voting or the giving of any request, demand, authorization, direction, notice, consent or waiver hereunder, Investor Certificates owned by the Seller, the Servicer or any Affiliate thereof, shall be disregarded and deemed not to be outstanding, except that, in determining whether the Trustee shall be protected in relying upon any such request, demand, authorization, direction, notice, consent or waiver, only Investor Certificates which a Responsiblle Officer in the Corporate Trust Office of the Trustee knows to be so owned shall be so disregarded. Investor Certificates so owned that have been pledged in good faith shall not be disregarded as outstanding, if the pledgee establishes to the satisfaction of the Trustee the pledgee's right so to act with respect to such Investor Certificates and that the pledgee is not the Seller, the Servicer or an Affiliate thereof. Section 6.6. Appointment of Paying Agent. (a) The Paying Agent shall make distributions to Investor Certificateholders from the appropriate account or accounts maintained for the benefit of Certificateholders as specified in this Agreement. Any Paying Agent shall have the revocable power to withdraw funds from such appropriate account or accounts for the purpose of making distributions referred to above and shall report such withdrawals to the Trustee. The Trustee (or the Servicer if the Trustee is the Paying Agent) may revoke such power and remove the Paying Agent if the Trustee (or the Servicer if the Trustee is the Paying Agent) determins in its sole discretion that the Paying Agent shall have failed to -56- perform its obligations under this Agreement in any material respect or for other good cause. The Paying Agent shall initially be the Trustee. The Trustee shall be permitted to resign as Paying Agent upon thirty (30) days written notice to the Servicer. In the event that the Trustee shall no longer be the Paying Agent, the Trustee shall appoint a successor to act as Paying Agent (which shall be a Qualified Depository Institution). The provisions of Sections 11.1, 11.2 and 11.3 shall apply to the Trustee also in its role as Paying Agent, for so long as the Trustee shall act as Paying Agent. Any reference in this Agreement to the Paying Agent shall include any co-paying agent unless the context requires otherwise. (b) The Trustee shall cause the Paying Agent (other than itself) to execute and deliver to the Trustee an instrument in which such Paying Agent shall agree with the Trustee that such Paying Agent will hold all sums, if any, held by it for payment to the Certificateholders in trust for the benefit of the Certificateholders entitled thereto until such sums shall be paid to such Certificateholders, and shall agree, and if the Trustee is the Paying Agent it hereby agrees, that it shall comply with all requirements of the Code regarding the withholding by the Trustee of payments in respect of federal income taxes due from Certificate Owners (consistent with the treatment of the Certificates as debt instruments for federal income tax purposes). Section 6.7. Access to List of Certificateholders' Names and Addresses. The Trustee for so long as it serves as Transfer Agent and Registrar shall furnish or, if the Trustee is no longer serving as Transfer Agent and Register cause to be furnished by the Transfer Agent and Registrar to the Servicer or the Paying Agent, within five (5) Business Days after receipt of a request therefore from the Servicer or the Paying Agent, respectively, in writing, a list in such form as the Servicer or the Paying Agent may reasonably require, of the names and addresses of the Investor Certificateholders as of the most recent Record Date. Holders of Investor Certificates evidencing Undivided Trust Interests aggregating not less than ten percent (10%) of the Undivided Trust Interest (the "Applicants") may apply in writing to the Trustee, and if such application states that the Applicants desire to communicate with other Investor Certificateholders with respect to their rights under this Agreement and the other Transaction Documents and is accompanied by a copy of the communication which such Applicants propose to transmit, then the Trustee, after having been adequately indemnified by such Applicants for its costs and expenses, shall afford or shall cause the Transfer Agent and Registrar to afford such Applicants access during normal business hours to the most recent list of Certificateholders and shall give the Servicer -57- notice that such request has been made, within five (5) Business Days after the receipt of such application. The Trustee or the Transfer Agent and the Registrar, as the case may be, shall keep in as current a form as is reasonably practicable the most recent list available to it of Certificateholders. Every Certificateholder, by receiving and holding a Certificate, agrees with the Trustee that neither the Trustee, the Transfer Agent and Registrar, nor any of their respective agents shall be held accountable by reason of the disclosure of any such information as to the names and addresses of the Certificateholder hereunder, regardless of the source from which such information was obtained. Section 6.8. Authenticating Agent. (a) The Trustee may appoint one or more authenticating agents with respect to the Certificates which shall be authorized to act on behalf of the Trustee in authenticating the Certificates in connection with the issuance, delivery, registration of transfer, exchange or repayment of the Certificates. Whenever reference is made in this Agreement and the other Transaction Documents to the authentication of Certificates by the Trustee or the Trustee's certificate of authentication, such reference shall be deemed to include authentication on behalf of the Trustee by an authenticating agent and a certificate of authentication executed on behalf of the Trustee by an authenticating agent. Each authenticating agent must be acceptable to the Seller. (b) Any institution succeeding to the corporate agency business of an authenticating agent shall continue to be an authenticating agent without the execution or filing of any paper or any further act on the part of the Trustee or such authenticating agent. (c) An authenticating agent may at any time resign by giving written notice of resignation to the Trustee and to the Seller. The Trustee may at any time terminate the agency of an authenticating agent by giving notice of termination to such authenticating agent and to the Seller. Upon receiving such a notice of resignation or upon such a termination, or in case at any time an authenticating agent shall cease to be acceptable to the Trustee or the Seller, the Trustee promptly may appoint a successor authenticating agent. Any successor authenticating agent upon acceptance of its appointment hereunder shall become vested with all the rights, powers and duties of its predecessor hereunder, with like effect as if originally named as an authenticating agent. No successor authenticating agent shall be appointed unless acceptable to the Trustee and the Seller. -58- (d) The Trustee agrees to pay each authenticating agent from time to time reasonable compensation for its services under this Section 6.8 from funds on deposit in the Collection Account in accordance with the provisions of Section 4.3 of this Agreement. (e) The provisions of Sections 11.1, 11.2 and 11.3 shall be applicable to any authenticating agent. (f) Pursuant to an appointment made under this Section 6.8, the Certificates may have endorsed thereon, in lieu of the Trustee's certificate of authentication, an alternate certificate of authentication in substantially the following form: "This is one of the certificates described in the Pooling and Servicing Agreement. ----------------------------- as Authenticating Agent for the Trustee, By: -------------------------- Authorized Officer" ARTICLE 7 OTHER MATTERS RELATING TO THE SELLER Section 7.1. Liability of the Seller. The Seller shall be liable for each obligation, representation and warranty of the Seller arising under or related to the Transaction Documents and shall be liable only to the extent thereof. Section 7.2. Limitation on Liability. The directors, officers, employees or agents of the Seller and each Affiliate of the Seller other than the Servicer and the Originators shall not be under any liability to the Trust, the Trustee, the Certificateholders, the Investor Certificateholder Representative, or any other Person hereunder or pursuant to any document delivered hereunder, it being expressly understood that all such liability is expressly waived and released as a condition of, and as consideration for, the execution of this Agreement and the other Transaction Documents and the issuance of the Certificates; provided, however, that this provision shall not protect the officers, directors, employees, or agents of the Seller and each Affiliate of the Seller against any liability which would otherwise be imposed by reason of willful misconduct, bad faith -59- or gross negligence in the performance of their duties. The Seller and any director, officer, employee or agent may rely in good faith on any document of any kind prima facie properly executed and submitted by any Person respecting any matters arising hereunder. Section 7.3. Indemnification. The Seller and CLC shall indemnify and hold harmless the Trust, and the Trustee and its Affiliates, and their respective officers, directors, employees and agents, and the Investor Certificateholders from and against any loss, liability, expense, damage or injury suffered or sustained by reason of any acts, omissions or alleged acts or omissions arising out of or related to the transactions contemplated by this Agreement or the other Transaction Documents or breaches of the representations, warranties and covenants of the Seller set forth in this Agreement or in the other Transaction Documents including, but not limited to, any judgment, award, settlement, reasonable attorneys' fees and other costs or expenses incurred in connection with the defense of any actual or threatened action, proceeding or claim including, without limitation, those arising in connection with: (a) the delivery by the Seller, the Servicer or either Originator to the Trustee or the Trust of any false or materially misleading information in connection with the transactions contemplated by this Agreement or the other Transaction Documents; (b) the failure of the Seller or either Originator to comply with any Requirements of Law in connection with the transactions described in this Agreement and the other Transaction Documents; (c) any dispute, claim or offset asserted, made or taken by any Obligor under any Receivable other than an Insolvency Event affecting such Obligor; or (d) the failure to maintain the interests of the Trust free and clear of any claim other than those permitted pursuant to the provisions of this Agreement and the other Transaction Documents; or (e) future costs imposed on the Holders of the Investor Certificates due to future changes imposed by the regulators of such Holders; provided, however, that the Seller and CLC shall not indemnify the Trustee to the extent that such acts, omissions or alleged acts or omissions constitute or are solely caused by fraud, gross negligence, or willful misconduct by the Trustee; provided, -60- further, that the Seller and CLC shall not indemnify the Trust for any liabilities, costs or expenses of the Trust with respect to any action taken by the Trustee at the request of the Investor Certificateholders; and provided, further, that the Seller and CLC shall not indemnify the Trust for any liabilities, costs or expenses of the Trust or the Trustee arising under any tax law, including without limitation any federal, state, local or foreign income or franchise taxes or any other tax imposed on or measured by income (or any interest or penalties with respect thereto or arising from a failure to comply therewith) required to be paid by the Trust in connection herewith to any taxing authority, other than those arising out of a determination of the Investor Certificates as anything other than indebtedness of the Trust. The provisions of this indemnity shall run directly to and be enforceable by an injured party subject to the limitations hereof and shall survive the Trust Termination Date. ARTICLE 8 OTHER MATTERS RELATING TO THE SERVICER Section 8.1. Liability of the Servicer. The Servicer shall be liable hereunder only to the extent of the obligations specifically undertaken by the Servicer in such capacity herein. Section 8.2. Merger or Consolidation of, or Assumption of the Obligations of, the Servicer. The Servicer shall not consolidate with or merge into any other Person or convey or transfer its properties and assets substantially as an entirety to any Person, unless: (i) if the Servicer is not the surviving entity, the Person formed by such consolidation or into which the Servicer is merged or which acquires by conveyance or transfer the properties and assets of the Servicer substantially as an entirety, shall expressly assume, by an agreement supplemental hereto, executed and delivered to the Trustee and the Investor Certificateholder Representative in form satisfactory to the Trustee and the Investor Certificateholder Representative, the performance of every covenant and obligation of the Servicer hereunder (to the extent that any right, covenant or obligation of the Servicer, as applicable hereunder, is inapplicable to the successor entity, such successor entity shall be subject to such covenant or obligation, or benefit from such right, as would apply, to the extent practicable, to such successor entity); (ii) the Servicer shall have delivered to the Trustee and the Investor Certificateholder Representative an -61- Officer's Certificate of the Servicer, upon which the Trustee and the Investor Certificateholder may conclusively rely, that such consolidation, merger, conveyance or transfer and such supplemental agreement comply with this Section 8.2 and that all conditions precedent herein provided for relating to such transaction have been complied with and an Opinion of Counsel, upon which the Trustee may conclusively rely, that such supplemental agreement is legal, valid and binding with respect to the Servicer; (iii) the Servicer shall have given at least ten (10) Business Days' prior notice to the Trustee and the Investor Certificateholder Representative of such consolidation, merger, conveyance or transfer; (iv) such assignment and succession will not result in a downgrade or withdrawal of the current rating of the Investor Certificates by a Rating Agency; (v) if the Person described in clause (i) is not an Affiliate of the Servicer, the Investor Certificateholder Representative shall have consented in writing to such consolidation, merger, conveyance or transfer. Section 8.3. Limitation on Liability. The directors, officers, employees or agents of the Servicer shall not be under any liability to the Trust, the Trustee, the Certificateholders or any other Person hereunder or pursuant to any document delivered hereunder, it being expressly understood that all such liability is expressly waived and released as a condition of, and as consideration for, the execution of this Agreement and the other Transaction Documents and the issuance of the Certificates. Except as provided in Section 8.4, the Servicer shall not be under any liability to the Trust, the Trustee, its officers, directors, employees and agents, the Certificateholders or any other Person for any action taken or for refraining from the taking of any action in its capacity as Servicer pursuant to this Agreement and the other Transaction Documents other than liability for breaches of any of the representations, warranties and covenants of the Servicer contained in this Agreement or in the other Transaction Documents; provided, however, that this provision shall not protect the Servicer against any liability which would otherwise be imposed by reason of willful misconduct, bad faith or gross negligence in the performance of duties or by reason of its reckless disregard of its obligations and duties hereunder. The Servicer may rely in good faith on any document of any kind properly executed and submitted by any Person respecting any matters arising hereunder. The Servicer shall not be under any obligation to appear in, prosecute or defend any legal action which is not incidental to its duties to service the -62- Receivables and the Related Security in accordance with this Agreement and the other Transaction Documents which in its reasonable opinion may involve it in any expense or liability. Section 8.4. Servicer Indemnification of the Trust and the Trustee. The Servicer shall indemnify and hold harmless the Trust and the Trustee and its Affiliates, and their respective officers, directors, employees and agents, and the Investor Certificateholders, from and against any loss, liability, expense, damage or injury suffered or sustained by reason of any acts or omissions or alleged acts or omissions of the Servicer arising out of or related to the transactions contemplated by this Agreement or the other Transaction Documents including, but not limited to, any judgment, award, settlement, reasonable attorneys' fees and other costs or expenses incurred in connection with the defense of any actual or threatened action, proceeding or claim; provided, however, that the Servicer shall not indemnify the Trustee to the extent that such acts, omissions or alleged acts or omissions constitute or are solely caused by fraud, gross negligence, or willful misconduct by the Trustee; provided, further, that the Servicer shall not indemnify the Trust for any liabilities, costs or expenses of the Trust with respect to any action taken by the Trustee at the request of the Investor Certificateholders; and provided, further, that the Servicer shall not indemnify the Trust for any liabilities, costs or expenses of the Trust, including without limitation any federal, state, local or foreign income or franchise taxes or any other tax imposed on or measured by income (or any interest or penalties with respect thereto or arising from a failure to comply therewith) required to be paid by the Trust in connection herewith to any taxing authority other than those arising out of a determination that the Investor Certificates are anything other than indebtedness of the Trust. Any such indemnification shall not be payable from the assets of the Trust. The provisions of this indemnity shall run directly to and be enforceable by an injured party subject to the limitations hereof and shall survive the Trust Termination Date. Section 8.5. The Servicer Not to Resign. The Servicer shall not resign from the obligations and duties hereby imposed on it except upon a determination by the Servicer that (i) the performance of its duties hereunder is no longer permissible under applicable Requirements of Law and (ii) there is no reasonable action which the Servicer could take to make the performance of its duties hereunder permissible under applicable Requirements of Law. Any such determination permitting the resignation of the Servicer shall be evidenced by an Opinion of Counsel to such effect delivered to the Trustee and the Investor Certificateholder Representative. No such resignation shall become effective until a Successor Servicer shall have assumed -63- the responsibilities and obligations of the Servicer in accordance with Section 10.2 hereof. The Trustee shall give prompt notice to the Rating Agency and the Investor Certificateholder Representative upon the appointment of a Successor Servicer. Section 8.6. Access to Certain Documentation and Information Regarding the Receivables and the Related Security. The Servicer shall provide to the Trustee and the Investor Certificateholder Representative access to documents, books, computer records, and other information to review such documentation, such access being afforded without charge but only (i) upon reasonable request, (ii) during the Servicer's normal business hours (iii) subject to the Servicer's normal security and confidentiality procedures and (iv) at offices designated by the Servicer. Nothing in this Section 8.6 shall derogate from the obligation of the Seller, the Trustee, the Servicer or the Investor Certificateholder Representative to observe any applicable law prohibiting disclosure of information regarding the Obligors and the failure of the Servicer to provide access as provided in this Section 8.6 as a result of such obligations shall not constitute a breach of this Section 8.6. Section 8.7. Examination of Records; Maintenance of Back-up Records. The Servicer shall clearly and unambiguously identify its computer or other records to reflect that the Receivables and the Related Security have been Conveyed to the Trust pursuant to this Agreement and the other Transaction Documents. The Servicer shall, prior to the sale or transfer to a third party of any receivable held in its custody, examine its computer and other records to determine that such receivable is not a Receivable. The Servicer shall maintain the appropriate back-up computer and other records to protect against the loss or destruction of the records of the Service maintained in connection with this Agreement and the other Transaction Documents and deliver evidence of the maintenance of such back-up records to the Trustee upon the delivery to the Servicer by the Trustee of a written request for such evidence. ARTICLE 9 EVENTS OF TERMINATION Section 9.1. Events of Termination. If any one of the following events (each, a "Termination Event") shall occur: (a) any failure by the Seller, the Servicer or any Originator to make any payment or deposit (or to give instructions or notice to the Trustee to make such payment or -64- deposit) when due pursuant to the terms of this Agreement or the Receivables Purchase Agreement, which failure continues unremedied for two (2) Business Days after the date on which written notice of such failure, requiring the same to be remedied, shall have been given to such person by the Trustee or the Investor Certificateholder Representative; (b) failure on the part of the Seller, the Servicer or any Originator to duly observe or perform in any material respect any other covenants or agreements of such Person set forth in this Agreement or the Receivables Purchase Agreement, which failure continues unremedied for a period of ten (10) days after the day on which notice of such failure, requiring the same to be remedied, shall have been given by the Trustee or the Investor Certificateholder Representative; (c) any representation or warranty made by the Seller, the Servicer (if CLC) or any Originator in this Agreement, the Receivables Purchase Agreement or the other Transaction Documents shall prove to have been incorrect in any material respect when made or when delivered; (d) the Seller, the Servicer (if CLC) or any Originator voluntarily seeks, consents to or acquiesces in the benefit or benefits of any Debtor Relief Law or becomes a party to or is made subject of any proceeding provided for by any Debtor Relief Law, other than as a creditor or claimant; (e) the cessation of, or failure to create, a valid first-priority interest of the Trust in any of the Receivables or the Related Security or in any other Trust Asset; (f) the Originators or CLC shall cease to own or control 100% of the issued and outstanding capital stock of the Seller or CLC shall cease to own or control 51% of the issued and outstanding capital stock of each Originator; (g) the Seller shall become unable for any reason to Convey Receivables to the Trust in accordance with the provisions of this Agreement and the other Transaction Documents; (h) the Trust shall become subject to regulation by the Securities and Exchange Commission as an "investment company" within the meaning of the Investment Company Act; (i) CLC fails to maintain (i) an average Fixed Charge Ratio of at least 2.75 to 1 for any twelve (12) consecutive Accounting Periods, or (ii) a minimum Consolidated Shareholders Equity of at least $21,000,000; -65- (j) the average Charge-Off Ratio shall exceed eight percent (8%) for any three (3) consecutive Accounting Periods; (k) the average Collection Percentage shall fall below seventy percent (70%) for any three (3) consecutive Accounting Periods; (1) the average Delinquency Percentage shall exceed fifteen percent (15%) for any three (3) consecutive Accounting Periods; (m) the average Billing Adjustment Percentage exceeds one and one-quarter percent (1.25%) as of the end of any twelve (12) consecutive Accounting Periods; (n) the failure of the Seller or either Originator to pay indebtedness in an amount equal to or in excess of $2,000,000 in accordance with the provisions of the documentation evidencing any such indebtedness; (o) any withdrawal or reduction of the rating of the Investor Certificates by a Rating Agency; (p) the failure of the Reserve Account to contain an amount equal to not less than the Reserve Amount for two (2) consecutive calendar months; or (q) the Seller Percentage falls below the Required Minimum Seller Percentage on any calendar day and remains below the Required Minimum Seller Percentage for five (5) consecutive calendar days after the release of a Monthly Servicer's Report; (r) any material adverse change occurs in the operations of CLC or either Originator; or (s) the Internal Revenue Service or the Pension Benefit Guaranty Corporation shall file a notice of one (1) or more Liens with regard to any Receivable which shall remain in place and unbonded for a period of at least ten (10) consecutive calendar days; then in the case of any event described in this Section 9.1 (other than in Subsection (d) above), after the applicable grace period, if any, set forth therein, the Trustee, at the direction of the Investor Certificateholder Representative, by notice given in writing to the Seller and the Servicer, may declare that a Termination Event has occurred as of the date of such notice; and -66- in the case of any event described in Subsection (d) of this Section 9.1, a "Termination Event" shall occur automatically without any notice or action on the part of the Trustee, the Investor Certificateholder Representative or any Investor Certificateholder, immediately upon the occurrence of such event. ARTICLE 10 SERVICER DEFAULTS Section 10.1. Servicer Defaults. If any one of the following events shall occur and be continuing: (a) any failure by the Servicer to make any payment, transfer or deposit or to give instructions or notice to the Trustee pursuant to Article 4 within two (2) Business Days after the date of the receipt by the Servicer of written notice from the Trustee or the Investor Certificateholder Representative that such payment, transfer, deposit or withdrawal or such instruction or notice is required to be made or given, as the case may be, under the terms of this Agreement and the other Transaction Documents; (b) failure on the part of the Servicer duly to observe or perform in any respect any other covenants or agreements of the Servicer set forth in this Agreement or the Receivables Purchase Agreement which continues unremedied for a period of ten (10) Business Days after the date on which written notice of such failure, requiring the same to be remedied, shall have been given to the Servicer by the Trustee, or to the Servicer and the Trustee by the Investor Certificateholder Representative; (c) any representation, warranty or certification made by the Servicer in this Agreement and the other Transaction Documents or in any certificate delivered pursuant to this Agreement and the other Transaction Documents shall prove to have been incorrect when made, and any adverse effects of such breach shall not have been cured to the satisfaction of the Investor Certificateholder Representative within a period of thirty (30) Business Days after the date on which written notice of such failure, requiring the same to be remedied, shall have been given to the Servicer by the Trustee, or to the Servicer and the Trustee by the Investor Certificateholder Representative; (d) the Servicer voluntarily seeks, consents to or acquiesces in the benefit or benefits of any Debtor Relief Law or becomes a party to or is made subject of any proceeding -67- provided for by any Debtor Relief Law, other than as creditor or claimant; (e) any Successor Servicer shall fail to meet the eligibility requirements for a Successor Servicer as set forth in Article 10 hereof; then, so long as such event shall not have been remedied (and, in the case of clause (c), (i) such event shall have had a material adverse effect on the Certificateholders, and (ii) a Servicer Default Consent shall have been obtained, and in the case of clause (b) or (e) (unless such default shall have resulted from a payment or insolvency default), a Servicer Default Consent shall have been obtained, the Trustee (and in the case of defaults requiring a Servicer Default Consent, the Investor Certificateholder Representatives, by notice thereof to the Trustee) shall declare a default by the Servicer (a "Servicer Default"). The Trustee shall provide notice of such Servicer Default to the Seller, the Servicer, the Rating Agency and the Investor Certificateholder Representative. The Trustee shall provide notice to the Investor Certificateholder Representative of any event described in (a) through (e) above upon receipt of notice thereof. A "Servicer Default Consent" means that the Investor Certificateholder Representative, within ten (10) Business Days after receipt of notice pursuant to the preceding sentence, shall have agreed in writing to declare a Servicer Default. Upon or after the occurrence of a Servicer Default, the Trustee shall deliver a notice in writing (a "Servicer Termination Notice") to the Investor Certificateholder Representative of such Servicer Default. Notice of the giving of such Servicer Termination Notice shall be provided by the Trustee to the Seller, the Rating Agency and the Investor Certificateholder Representative. After receipt by the Servicer of such Servicer Termination Notice, and on the date that a Successor Servicer shall have been appointed by the Trustee pursuant to Section 10.2, all authority and power of the Servicer under this Agreement and the other Transaction Documents shall pass to and be vested in a Successor Servicer; and, without limitation, the Trustee is hereby authorized and empowered (upon the failure of the Servicer to cooperate) to execute and deliver, on behalf of the Servicer, as attorney-in-fact or otherwise, all documents and other instruments upon the failure of the Servicer to execute or -68- deliver such documents or instruments, and to do and accomplish all other acts or things necessary or appropriate to effect the purposes of such transfer of servicing rights and obligations. The Servicer agrees to cooperate with the Trustee and such Successor Servicer in effecting the termination of the responsibilities and rights of the Servicer to conduct servicing hereunder including, without limitation, the transfer to such Successor Servicer of all authority of the Servicer to service the Receivables and the Related Security provided for under this Agreement and the other Transaction Documents, including, without limitation, all authority over all Collections which shall on the date of transfer be held by the Servicer for deposit, or which have been deposited by the Servicer, in the Accounts, or which shall thereafter be received with respect to the Receivables and the Related Security. The Servicer shall promptly transfer its electronic records or electronic copies thereof relating to the Receivables and the Related Security to the Successor Servicer in such electronic form as the Successor Servicer may reasonably request and shall promptly transfer to the Successor Servicer all other records, correspondence and documents necessary for the continued servicing of the Receivables and the Related Security in the manner and at such times as the Successor Servicer shall reasonably request. To the extent that compliance with this Section 10.1 shall require the Servicer to disclose to the Successor Servicer information of any kind which the Servicer reasonably deems to be confidential, the Successor Servicer shall be required to enter into such customary licensing and confidentiality agreements as the Servicer shall deem necessary to protect its interests. Notwithstanding the foregoing, a delay in or failure of performance referred to in subsection 10.1(a), (b) or (c) shall not constitute a Servicer Default if such delay or failure could not be prevented by the exercise of reasonable diligence by the Servicer and such delay or failure was caused by an act of God or the public enemy, acts of declared or undeclared war, public disorder, rebellion, riot or sabotage, epidemics, landslides, lightning, fire, hurricanes, tornadoes, earthquakes, nuclear disasters or meltdowns, floods, power outages or similar causes. The preceding sentence shall not relieve the Servicer from using its best efforts to perform its obligations in a timely manner in accordance with the terms of this Agreement and the other Transaction Documents and the Servicer shall provide the Trustee, the Seller, and the Investor Certificateholder Representative with an Officer's Certificate giving prompt notice of such failure or delay by it, together with a description of the cause of such failure or delay and its efforts so to perform its obligations. -69- Section 10.2. Trustee to Act; Appointment of Successor. (a) On and after the occurrence of a Servicer Default pursuant to Section 10.1 or a resignation of the Servicer pursuant to Section 8.5, the Servicer shall continue to perform all servicing functions under this Agreement and the other Transaction Documents until the date of the appointment of a Successor Servicer hereunder. The Trustee shall, as promptly as possible after the giving of a Servicer Termination Notice appoint a successor servicer (the "Successor Servicer"), and such Successor Servicer shall accept its appointment by a written assumption in a form acceptable to the Trustee. The Investor Certificateholder Representative and the Rating Agency must consent in writing to any Successor Servicer. The Trustee may obtain bids from any potential successor servicer. If (i) the Trustee is unable to obtain any bids from any potential successor servicer, or if no such bid is acceptable to the Investor Certificateholder Representative and (ii) the Servicer delivers an Officer's Certificate to the effect that it cannot in good faith cure the Servicer Default which gave rise to a transfer of servicing, then the Trustee shall notify the Investor Certificateholder Representative of the proposed sale of the Receivables and the Related Security, and if, within fifteen (15) Business Days after receipt of such notice, the Investor Certificateholder Representative shall have consented in writing to the proposed sale of the Receivables and the Related Security, the Investor Certificateholder Representative shall notify each Investor Certificateholder of such proposed sale. Should the Investor Certificateholder Representative fail to consent to such a sale, the original Servicer shall continue to act as Servicer notwithstanding the occurrence of such Servicer Default. Should the original Servicer be unable or unwilling to do so, such sale shall occur notwithstanding the failure of the Investor Certificateholder Representative to provide the required consent. If such a sale occurs, the Trustee and the Investor Certificateholder Representative shall provide each Investor Certificateholder an opportunity to bid on the Receivables and the Related Security and shall offer the Seller the right of first refusal to purchase the Receivables and the Related Security on terms equivalent to the best purchase offer as determined by the Trustee, but in no event less than an amount due in connection with each of the Certificates on the date of such purchase (including all interest accrued but unpaid on all of the outstanding Investor Certificates at the applicable Certificate Rate and all fees and due but unpaid through the date of such purchase). The proceeds of such sale shall be deposited in the Collection Account, for distribution to the Investor Certificateholders, pursuant to Section 12.3 of this Agreement. -70- Notwithstanding the above, the Trustee may petition a court of competent jurisdiction to appoint as the Successor Servicer hereunder any established entity having a net worth of not less than $50,000,000, and whose regular business includes the servicing of items similar to the Receivables and the Related Security. (b) Upon its appointment, the Successor Servicer shall be the successor in all respects to the Servicer with respect to servicing functions under this Agreement and the other Transaction Documents and shall be subject to all the responsibilities, duties and liabilities relating thereto placed on the Servicer by the terms and provisions hereof, and all references in this Agreement and the other Transaction Documents to the Servicer shall be deemed to refer to the Successor Servicer. (c) In connection with such appointment and assumption, the Trustee shall be entitled to such compensation, or may make such arrangements for the compensation of the Successor Servicer out of Collections from funds on deposit in the Collection Account, as it and such Successor Servicer shall agree; provided, however, that no such compensation shall be in excess of the Servicing Fee permitted to the Servicer pursuant to Section 3.4. The Holder of the Seller Certificate agrees that if the Servicer is terminated hereunder, it will agree to deposit a portion of the Collections that it is entitled to receive pursuant to Article 4 to pay its share of the compensation of the Successor Servicer. (d) All authority and power granted to the Successor Servicer under this Agreement and the other Transaction Documents shall automatically cease and terminate upon termination of the Trust pursuant to Section 12.1 and shall pass to and be vested in the Seller and, without limitation, the Seller is hereby authorized and empowered to execute and deliver, on behalf of the Successor Servicer, as attorney-in-fact or otherwise, all documents and other instruments, and to do and accomplish all other acts or things necessary or appropriate to effect the purposes of such transfer of servicing rights. The Successor Servicer agrees to cooperate with the Seller in effecting the termination of the responsibilities and rights of the Successor Servicer to conduct servicing on the Receivables and the Related Security. The Successor Servicer shall transfer its electronic records relating to the Receivables and the Related Security to the Seller in such electronic form as the Seller may reasonably request and shall transfer all other records, correspondence and documents to the Seller in the manner and at such times as the Seller shall reasonably request. To the extent that compliance with this Section 10.2 shall require the Successor Servicer to disclose to the Seller information of any kind which the -71- Successor Servicer deems to be confidential, the Seller shall be required to enter into such customary licensing and confidentiality agreements as the Successor Servicer shall deem necessary to protect its interests. Section 10.3. Notification to Investor Certificateholder Representative. Within two (2) Business Days after the Servicer becomes aware of any Servicer Default, the Servicer shall give prompt written notice thereof to the Trustee, the Investor Certificate Representative and the Rating Agency. Upon any termination or appointment of a Successor Servicer pursuant to this Article 10, the Trustee shall give prompt written notice thereof to the Investor Certificateholder Representative and the Rating Agency. Section 10.4. Waiver of Past Defaults. The Investor Certificateholder Representative may waive a default by the Servicer or the Seller in the performance of its obligations and its consequences on behalf of the Investor Certificateholders. For purposes of this Section 10.4, any failure by the Servicer or the Seller to make a required payment or deposit pursuant to this Agreement and the other Transaction Documents within one (1) Business Day after written notice thereof shall be deemed to adversely affect the Investor Certificateholders. Upon any such waiver of a past default, such default shall cease to exist, and any default arising therefrom shall be deemed to have been remedied for every purpose of this Agreement and the other Transaction Documents. No such waiver shall extend to any subsequent or other default or impair any right consequent thereon except to the extent expressly so waived. ARTICLE 11 THE TRUSTEE Section 11.1. Duties of Trustee. (a) The Trustee undertakes to perform such duties and only such duties as are specifically set forth in this Agreement and the other Transaction Documents. If a Responsible Officer has received written notice that a Servicer Default has occurred (which has not been cured or waived), the Trustee shall exercise such of the rights and powers vested in it by this Agreement and the other Transaction Documents, and use the same degree of care and skill in its exercise, as a prudent person would exercise or use under the circumstances in the conduct of such person's own affairs. -72- (b) Subject to subsection ll.l(a), no provision of this Agreement and the other Transaction Documents shall be construed to relieve the Trustee from liability for its own gross negligent action, its own grossly negligent failure to act or its own willful misconduct; provided, however, that: (i) the Trustee shall not be liable for an error of judgment made in good faith by a Responsible Officer or Responsible Officers of the Trustee, unless it shall be proved that the Trustee was negligent in ascertaining the pertinent facts; (ii) the Trustee shall not be liable with respect to any action taken, suffered or omitted to be taken by it in good faith in accordance with the direction of the Investor Certificateholder Representative, relating to the time, method and place of conducting any proceeding for any remedy available to the Trustee, or exercising any trust or power conferred upon the Trustee under this Agreement and the other Transaction Documents; and (iii) the Trustee shall not be charged with knowledge of any failure by the Servicer referred to in Section 10.1 or the occurrence of any Termination Event under Section 9.1 unless a Responsible Officer of the Trustee obtains actual knowledge of such failure or the Trustee receives written notice of such failure from the Investor Certificateholder Representative. (c) The Trustee shall not be required to expend or risk its own funds or otherwise incur financial liability in the performance of any of its duties under this Agreement and the other Transaction Documents or in the exercise of any of its rights or powers, unless an indemnity satisfactory to it against such risk or liability is provided, and none of the provisions contained in this Agreement and the other Transaction Documents shall in any event require the Trustee to perform, or be responsible for the manner of performance of, any of the obligations of the Servicer under this Agreement and the other Transaction Documents, except during such time, if any, as the Trustee shall be the successor to, and be vested with the rights, duties, powers and privileges of, the Servicer in accordance with the terms of this Agreement and the other Transaction Documents. (d) Except for actions expressly authorized by this Agreement and the other Transaction Documents, the Trustee shall take no action reasonably likely to impair the interests of the Trust in any Receivable now existing or hereafter created or to impair the value of any Receivable now existing or hereafter created. -73- (e) Except as expressly provided in this Agreement and the other Transaction Documents, the Trustee shall have no power to vary the corpus of the Trust including, without limitation, the power to (i) accept any substitute obligation for a Receivable initially assigned to the Trust under Section 2.1 hereof (ii) add any other investment, obligation or security to the Trust, (iii) withdraw from the Trust any Receivables, except for a withdrawal permitted under Sections 9.2, 12.1 or 12.2 or Article 4 or (iv) Convey any interest in Receivables except as provided for herein. (f) In the event that the Paying Agent or the Transfer Agent and Registrar shall fail to perform any obligation, duty or agreement in the manner or on the day required to be performed by the Paying Agent or the Transfer Agent and Registrar, as the case may be, under this Agreement and the other Transaction Documents, the Trustee shall be obligated promptly to enforce the performance of such obligation, duty or agreement in the manner so required. (g) If the Seller has agreed to transfer any of its receivables (other than the Receivables) to another Person, upon the written request of the Seller, and ten (10) Business Days' notice to the Investor Certificateholder Representative, the Trustee shall enter into such intercreditor agreements with the transferee of such receivables as are customary and necessary to identify separately the rights, if any, of the Trust and such other Person in the Seller's other receivables, and shall provide to the Investor Certificateholder Representative a copy of each such intercreditor agreement; provided, that the Trustee shall not be required to enter into any intercreditor agreement which could adversely affect the interests of the Certificateholders and, upon the request of the Trustee or the Investor Certificateholder Representative, the Seller shall deliver to it an Opinion of Counsel (with a copy to the Investor Certificateholder Representative) on any matters relating to such intercreditor agreement, reasonably requested by the Trustee or the Investor Certificateholder Representative. (h) The Trustee shall notify the Investor Certificateholder Representative of any Termination Event of which a Responsible Officer has actual knowledge, within thirty (30) calendar days from the date that the Trustee first obtained such knowledge. -74- Section 11.2. Certain Matters Affecting the Trustee. Except as otherwise provided in Section 11.1: (a) the Trustee may conclusively rely on and shall be protected in acting, or in refraining from acting, on the initial report, the Daily Servicer's Report, the Monthly Servicer's Report, the annual Servicer's certificate, the quarterly Certificateholder's statement, any resolution, Officer's Certificate, certificate of auditors or any other certificate, statement, instrument, opinion, report, notice, request, consent, order, appraisal, bond or other paper or document believed by it to be genuine and to have been signed or presented to it pursuant to this Agreement and the other Transaction Documents by the proper party or parties; provided, that if CLC is not the Servicer at the time the Trustee receives any such paper or document, the Trustee shall provide a copy of such document to the Seller upon the written request of the Seller; (b) the Trustee may consult with counsel, and any Opinion of Counsel shall be full and complete authorization and protection in respect of any action taken or suffered or omitted by it hereunder in good faith and in accordance with such Opinion of Counsel; (c) the Trustee shall be under no obligation to exercise any of the rights or powers vested in it by this Agreement and the other Transaction Documents, or to institute, conduct or defend any litigation hereunder or in relation hereto, at the request, order or direction of the Investor Certificateholder Representative unless the Investor Certificateholder Representative shall have offered to the Trustee security or indemnity satisfactory to the Trustee against the costs, expenses and liabilities which may be incurred therein or thereby; nothing contained herein shall, however, relieve the Trustee of the obligations, upon the occurrence of any Servicer Default (which has not been cured), to exercise such of the rights and powers vested in it by this Agreement and the other Transaction Documents and to use the same degree of care and skill in its exercise as a prudent person would exercise or use under the circumstances in the conduct of its own affairs; (d) the Trustee shall not be liable for any action taken, suffered or omitted by it in good faith and believed by it to be authorized or within the discretion or rights or powers conferred upon it by this Agreement and the other Transaction Documents; -75- (e) the Trustee shall not be bound to make any investigation into the facts of matters stated in, the initial report, the Daily Servicer's Report, the Monthly Servicer's Report, the annual Servicer's certificate, the quarterly Certificateholder's statement, any resolution, certificate, statement, instrument, opinion, report, notice, request, consent, order, approval, bond or other paper or document, unless requested in writing so to do by the Investor Certificateholder Representative and at its expense; (f) the Trustee may execute any of the trusts or powers hereunder or perform any duties hereunder either directly or by or through agents or attorneys or a custodian, and the Trustee shall not be responsible for any misconduct or negligence on the part of any such agent, attorney or custodian appointed with reasonable care by it hereunder; and (g) except as may be required by subsection ll.l(a), the Trustee shall not be required to make any initial or periodic examination of any documents or records related to the Receivables and the Related Security for the purpose of establishing the presence or absence of defects or the compliance by the Seller with its representations and warranties or for any other purpose. Section 11.3. Trustee Not Liable for Recitals in Certificates. The Trustee assumes no responsibility for the correctness of the recitals contained herein and in the Certificates (other than the certificate of authentication on the Certificates). Except as set forth in Section 11.15, the Trustee makes no representations as to the validity or sufficiency of this Agreement and the other Transaction Documents or of the Certificates (other than the certificate of authentication on the Certificates) or of any Receivable or related document. The Trustee in its individual capacity shall not be accountable for the use or application by the Seller of any of the Certificates or of the proceeds of such Certificates, or for the use or application of any funds paid to the Seller in respect of the Receivables and the Related Security or deposited in or withdrawn from the Collection Account (or any other account hereafter established to effectuate the transactions contemplated by the terms of this Agreement and the other Transaction Documents) by the Servicer. Section 11.4. Trustee May Own Certificates. The Trustee and its Affiliates in their individual or any other capacity may become the owner or pledgee of Investor Certificates, with the same rights as it would have if it were not the Trustee. -76- Section 11.5. The Servicer to Pay Trustee's Fees and Expenses. The Servicer covenants and agrees to pay to the Trustee from time to time, and the Trustee shall be entitled to receive as annual compensation the amount set forth in Exhibit 11.5 (which shall not be limited by any provision of law in regard to the compensation of a trustee of an express trust) for all services rendered by it in execution of the Trust hereby created and in the exercise and performance of any of the powers and duties hereunder of the Trustee, payable in accordance with the provisions of Section 4.3(b), and the Servicer shall pay or reimburse the Trustee (without reimbursement from the Collection Account or otherwise) upon its request for all reasonable expenses, disbursements and advances incurred or made by the Trustee in accordance with any of the provisions of this Agreement and the other Transaction Documents except any such expense, disbursement or advance as may arise from its own gross negligence or willful misconduct and except as provided in the following sentence. If the Trustee is appointed Successor Servicer pursuant to Section 10.2, the provisions of this Section 11.5 shall not apply to expenses, disbursements and advances made or incurred by the Trustee in its capacity as Successor Servicer. The obligations of the Servicer under this Section 11.5 shall survive the termination of the Trust and the resignation or removal of the Trustee. Section 11.6. Eligibility Requirements for Trustee. The Trustee hereunder (or, alternatively, a Person which is the direct or indirect parent corporation of the Trustee) shall at all times be a corporation organized and doing business under the laws of the United States of America or any state thereof, authorized under such laws to exercise corporate trust powers, having a long-term unsecured debt rating of at least Baa3 by Moody's and BBB- by S&P, having, in the case of an entity that is subject to risk-based capital adequacy requirements, risk-based capital of at least $50,000,000 or, in the case of an entity that is not subject to risk-based capital adequacy requirements, a combined capital and surplus of at least $50,000,000 and subject to supervision or examination by federal or state authority and, prior to its appointment hereunder, must be acceptable to the Investor Certificateholder Representative. If such corporation publishes reports of condition at least annually, pursuant to law or to the requirements of the aforesaid supervising or examining authority, then for the purpose of this Section 11.6, the combined capital and surplus of such corporation shall be deemed to be its combined capital and surplus as set forth in its most recent report of condition so published. In case at any time the Trustee shall cease to be eligible in accordance with the provisions of this Section 11.6, the Trustee shall resign -77- immediately in the manner and with the effect specified in Section 11.7. Section 11.7. Resignation or Removal of Trustee. (a) The Trustee may at any time resign and be discharged from the Trust hereby created by giving written notice thereof to the Seller, the Servicer and the Investor Certificateholder Representative. Upon receiving such notice of resignation, the Servicer shall promptly appoint a successor trustee by written instrument, in duplicate, one copy of which instrument shall be delivered to the resigning Trustee and one copy to the successor trustee. The Servicer shall deliver a copy of such instrument to the Investor Certificateholder Representative. Any such appointment shall be subject to the prior written consent of the Investor Certificateholder Representative. If no successor trustee shall have been so appointed and have accepted within thirty (30) days after the giving of such notice of resignation, the resigning Trustee, upon notice to the Seller, the Servicer and the Investor Certificate Representative, may petition any court of competent jurisdiction for the appointment of a successor trustee. (b) If at any time the Trustee shall cease to be eligible in accordance with the provisions of Section 11.6 hereof and shall fail to resign after written request therefor by the Seller, the Servicer or the Investor Certificateholder Representative, or if at any time the Trustee shall be legally unable to act, or shall be adjudged a bankrupt or insolvent, or a receiver of the Trustee or of its property shall be appointed, or any public officer shall take charge or control of the Trustee or of its property or affairs for the purpose of rehabilitation, conservation or liquidation, then the Seller, the Servicer or the Investor Certificateholder Representative may, but shall not be required to, upon ten (10) days prior written notice to the others, remove the Trustee and then the Servicer shall promptly appoint a successor trustee by written instrument, in duplicate, one copy of which instrument shall be delivered to the Trustee so removed and one copy to the successor trustee. The Servicer shall deliver a copy of such instrument to the Investor Certificateholder Representative. If a successor trustee shall not be appointed within sixty (60) days of the date of such written notice, either the Trustee or the Investor Certificateholder Representative may petition a court of competent jurisdiction to appoint a successor trustee. Any such appointment shall be subject to the prior written consent of the Servicer and the Investor Certificateholder Representative. (c) Any resignation or removal of the Trustee and appointment of a successor trustee pursuant to any of the -78- provisions of this Section 11.7 shall not become effective until acceptance of appointment by the successor trustee as provided in Section 11.8 hereof and any liability of the Trustee arising hereunder shall survive such appointment of a successor Trustee. Section 11.8. Successor Trustee. (a) Any successor trustee appointed as provided in Section 11.7 hereof shall execute, acknowledge and deliver to the Seller, the Servicer, the Investor Certificateholder Representative and its predecessor Trustee an instrument accepting such appointment hereunder, and thereupon the resignation or removal of the predecessor Trustee shall become effective and such successor trustee, without any further act, deed or conveyance, shall become fully vested with all the rights, powers, duties and obligations of its predecessor hereunder, with the like effect as if originally named as Trustee herein. The Trustee shall promptly notify the Rating Agency of the appointment of the successor Trustee. The predecessor Trustee shall deliver to the successor trustee all documents and statements held by it hereunder, and the Seller and the predecessor Trustee shall execute and deliver such instruments reasonably requested by the Investor Certificateholder Representative or otherwise required or contemplated hereunder and do such other things as may reasonably be required for fully and certainly vesting and confirming in the successor trustee all such rights, powers, duties and obligations. Thereupon the resignation or removal of the predecessor Trustee shall become effective and such successor trustee, without any further act, shall become fully vested with all the rights, powers, duties and obligations of its predecessor hereunder with like effect as if originally named as Trustee herein and therein. (b) No successor trustee shall accept appointment as provided in this Section 11.8 unless at the time of such acceptance such successor trustee shall be eligible under the provisions of Section 11.6 hereof. (c) Upon acceptance of appointment by a successor trustee as provided in this Section 11.8, such successor trustee shall mail notice of such succession hereunder to the Investor Certificateholder Representative and the Rating Agency. Section 11.9. Merger or Consolidation of Trustee. Any Person into which the Trustee may be merged or converted or with which it may be consolidated, or any Person resulting from any merger, conversion or consolidation to which the Trustee shall be a party, or any Person succeeding to the corporate trust business of the Trustee, shall be the successor of the Trustee hereunder, provided (i) such corporation shall be eligible under the -79- provisions of Section 11.6 hereof, and (ii) if such corporation is an Affiliate of the Seller, the Investor Certificateholder Representative shall have consented to such corporation as the successor Trustee hereunder, without the execution or filing of any paper or any further act on the part of any of the parties hereto, anything herein to the contrary notwithstanding. Section 11.10. Appointment of Co-Trustee or Separate Trustee. (a) Notwithstanding any other provisions of this Agreement and the other Transaction Documents, at any time, for the purpose of meeting any legal requirements of any jurisdiction in which any part of the Trust may at the time be located, the Trustee shall have the power and may execute and deliver all instruments to appoint one or more Persons to act as a co-trustee or co-trustees, or separate trustee or separate trustees, of all or any part of the Trust, and to vest in such Person or Persons, in such capacity and for the benefit of the Certificateholders, such title to the Trust, or any part thereof, and, subject to the other provisions of this Section 11.10, such powers, duties, obligations, rights and trusts as the Trustee may consider necessary or desirable. No co-trustee or separate trustee hereunder shall be required to meet the terms of eligibility as a successor trustee under Section 11.6 and no notice to Certificateholders, of the appointment of any co-trustee or separate trustee shall be required under Section 11.8 hereof. (b) Every separate trustee and co-trustee shall, to the extent permitted by law, be appointed and act subject to the following provisions and conditions: (i) all rights, powers, duties and obligations conferred or imposed upon the Trustee shall be conferred or imposed upon and exercised or performed by the Trustee and such separate trustee or co-trustee jointly (it being understood that such separate trustee or co-trustee is not authorized to act separately without the Trustee joining in such act), except to the extent that under any laws of any jurisdiction in which any particular act or acts are to be performed (whether as Trustee hereunder or as successor to the Servicer hereunder), the Trustee shall be incompetent or unqualified to perform such act or acts, in which event such rights, powers, duties and obligations (including the holding of title to the Trust or any portion thereof in any such jurisdiction) shall be exercised and performed singly by such separate trustee or co-trustee, but solely at the direction of the Trustee; -80- (ii) no trustee hereunder shall be personally liable by reason of any act or omission of any other trustee hereunder; and (iii) the Trustee may at any time accept the resignation of or remove any separate trustee or co-trustee. (c) Any notice, request or other writing given to the Trustee shall be deemed to have been given to each of the then separate trustees and co-trustees, as effectively as if given to each of them. Every instrument appointing any separate trustee or co-trustee shall refer to this Agreement and the other Transaction Documents and the conditions of this Article 11. Each separate trustee and co-trustee, upon its acceptance of the trusts conferred, shall be vested with the estates or property specified in its instrument of appointment, either jointly with the Trustee or separately, as may be provided therein, subject to all the provisions of this Agreement and the other Transaction Documents, specifically including every provision of this Agreement and the other Transaction Documents relating to the conduct of, affecting the liability of, or affording protection to, the Trustee. Every such instrument shall be filed with the Trustee and a copy thereof given to the Servicer and the Investor Certificateholder Representative. (d) Any separate trustee or co-trustee may at any time constitute the Trustee as its agent or attorney-in-fact with full power and authority, to the extent not prohibited by law, to do any lawful act under or in respect to this Agreement and the other Transaction Documents on its behalf and in its name. If any separate trustee or co-trustee shall die, become incapable of acting, resign or be removed, all of its estates, properties, rights, remedies and trusts shall vest in and be exercised by the Trustee, to the extent permitted by law, without the appointment of a new or successor trustee. Section 11.11. Tax Return. In the event the Trust shall be required to file tax returns, the Trustee, as soon as practicable after it is made aware of such requirement, at the expense of the Trust, shall, at the expense of the Trust, prepare or cause to be prepared any tax returns required to be filed by the Trust and, to the extent possible, shall file such returns at least five (5) days before such returns are due to be filed. The Trustee is hereby authorized to sign any such return on behalf of the Trust. The Servicer shall also prepare or cause to be prepared all tax information required by law to be distributed to Certificateholders and shall deliver such information to the Trustee and the Investor Certificateholder Representative at least five (5) days prior to the date it is required by law to be distributed to Certificateholders. The Servicer, the Seller and -81- each Originator upon request, shall furnish the Trustee with all such information known to the any of them as may be reasonably required in connection with the preparation of all tax returns of the Trust. In no event shall the Trustee or the Servicer be liable for any liabilities, costs or expenses of the Trust or the Investor Certificateholders arising under any tax law, including without limitation federal, state, local or foreign income or excise taxes or any other tax imposed on or measured by income (or any interest or penalty with respect thereto or arising from a failure to comply therewith). Section 11.12. Trustee May Enforce Claims Without Possession of Certificates. All rights of action and claims under this Agreement and the other Transaction Documents may be prosecuted and enforced by the Trustee without the possession of any of the Certificates or the production thereof in any proceeding relating thereto, and any such proceeding instituted by the Trustee shall be brought in its own name as trustee or agent, after giving the Investor Certificateholder Representative at least ten (10) Business days' notice of its intent to institute such proceeding. The Trustee shall be permitted to file any and all necessary proofs of claims on behalf of any Investor Certificateholder. Any recovery of judgment shall, after provision for the payment of the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and counsel, be for the ratable benefit the Certificateholders. Section 11.13. Suits for Enforcement. (a) If a Servicer Default shall occur and be continuing, the Trustee, in its discretion may, and at the written discretion of the Investor Certificateholder Representative, accompanied by indemnity satisfactory to the Trustee, shall, for the equal and ratable benefit of the Certificateholders (in accordance with their respective Undivided Trust Interests) subject to the provisions of Sections 10.1 and 11.14, proceed to protect and enforce its rights and the rights of the Certificateholders a suit, action or proceeding in equity or at law or otherwise, whether for the specific performance of any covenant or agreement contained in this Agreement and the other Transaction Documents, or in aid of the execution of any power granted in this Agreement and the other Transaction Documents, or for the enforcement of any other legal, equitable or other remedy as the Trustee, being advised by counsel, shall deem most effectual to protect and enforce any of the rights of the Trustee or the Certificateholders. (b) Approval of Plans of Reorganization. Nothing herein contained shall be deemed to authorize the Trustee to authorize or consent to or accept or adopt on behalf of any -82- Certificateholder any plan of reorganization, arrangement, adjustment or composition affecting any interests in the Receivables and the Related Security or the rights of any owner thereof, or to authorize the Trustee to vote in respect of the claim of any Certificateholder. Section 11.14. Rights of Investor Certificateholder Representative to Direct Trustee. (a) The Investor Certificateholder Representative shall, after furnishing to the Trustee an indemnity satisfactory to it, have the right to direct the Trustee (i) with respect to the time, method, and place of conducting any proceeding for any remedy available to the Trustee, or exercising any trust or power conferred on the Trustee, and (ii) to exercise any right, remedy or power provided to the Certificateholders (or the Investor Certificate Representative), and the Trustee shall so act; provided, however, that, subject to Section 11.1, the Trustee shall have the right to decline to follow any such direction if the Trustee being advised by counsel determines that the action so directed may not lawfully be taken, or if the Trustee in good faith shall, by a Responsible Officer or Responsible Officers of the Trustee, determine that the proceedings so directed would be illegal or involve it in personal liability; and provided, further, that nothing in this Agreement and the other Transaction Documents shall impair the right of the Trustee to take any action deemed proper by the Trustee and which is not inconsistent with such direction of the Investor Certificateholder Representative. (b) In connection with any action taken by the Trustee pursuant to instructions given in accordance with paragraph (a) above, any legal counsel retained by the Trustee shall be acceptable to the Certificateholders and the Trustee shall notify promptly the Investor Certificateholders Representative of such action. In addition, the Investor Certificateholder Representative may, at its own cost, elect to participate in such action along with the Trustee, which participation may include retaining separate counsel. Section 11.15. Representations and Warranties of the Trustee. The Trustee, in its individual capacity, represents and warrants that: (i) the Trustee is a national banking association authorized to engage in the business of banking under the laws of the United States of America; (ii) the Trustee has full power, authority and right to execute, deliver and perform this Agreement and has -83- taken all necessary action to authorize the execution, delivery and performance by it of this Agreement and the other Transaction Documents; and (iii) this Agreement has been duly executed and delivered by the Trustee. ARTICLE 12 TERMINATION Section 12.1. Termination of Trust. (a) The Trust and the respective obligations and responsibilities of the Seller, the Servicer and the Trustee created hereby (other than the obligation of the Trustee or the Paying Agent to make payments to Certificateholders as hereafter set forth) shall terminate, except with respect to the duties and obligations described in Section 7.3, 8.4, Section 11.5 and subsection 12.3(b), on the Trust Termination Date; provided, however, that the Trust shall not terminate on the date specified in clause (b)(i) of the definition of "Trust Termination Date" if each of the Servicer and the Holder of the Seller Certificate notify the Trustee in writing, not later than five (5) Business Days preceding such date, that they desire that the Trust not terminate on such date, which notice (such notice, a "Trust Extension") shall specify the date on which the Trust shall terminate (such date, the "Extended Trust Termination Date"); provided, however, that the Extended Trust Termination Date shall be not later than May 14, 2008. The Servicer and the Holder of the Seller Certificate may, on any date following the Trust Extension, so long as no Investor Certificates are outstanding, deliver a notice in writing to the Trustee changing the Extended Trust Termination Date. (b) In the event that (i) the Trust has not terminated by the last Distribution Date occurring in the second calendar quarter preceding the Trust Termination Date, and (ii) the Investor Interest (after giving effect to all transfers, withdrawals, deposits and drawings to occur on such date and the payment of principal on Certificates to be made on the Distribution Date during such calendar quarter pursuant to Section 4.3(b)(ii) and (iv)) would be greater than zero, the Servicer shall sell within thirty (30) days after such Distribution Date all the Receivables and the Related Security. The proceeds of any sale shall be treated as Collections on the Receivables and the Related Security and shall be allocated and deposited in accordance with Section 4.3(b) (ii) and (iv). During such thirty (30) day period, the Servicer shall continue -84- to collect payments on the Receivables and the Related Security and allocate and deposit such payments in accordance with the provisions of Section 4.3. (c) All principal, interest, fees and expenses with respect to the Certificates shall be due and payable no later than the Trust Termination Date. If the Investor Interest is greater than zero on the Trust Termination Date (after giving effect to all transfers, withdrawals, deposits and drawings to occur on such date and the payment of principal and interest and fees to be made on such date), the Trustee will sell or cause to be sold, the Receivables and pay the proceeds to all Certificateholders, in accordance with the allocation and payment provisions of Section 4.3, in final payment of all principal of and accrued interest. The Seller shall be permitted to purchase such Receivables in such case and shall have a right of first refusal with respect thereto. Any proceeds of such sale in excess of such principal shall be paid to the Holder of the Seller Certificate. Upon the Trust Termination Date, final payment of all amounts allocable to any Investor Certificates shall be made in the manner provided in Section 12.3. Section 12.2. Optional Redemption of Investor Certificates. (a) At any time after May 13, 1994, the Seller shall have the option, by written notice to the Investors, to redeem the Investor Certificates in whole (but not in part) for a principal price equal to the unpaid principal balance due in connection with the Investor Certificates, plus an amount equal to the applicable Early Redemption Premium, together with an amount equal to all accrued and unpaid interest, fees costs, and expenses due at the time such redemption occurs. (b) For purposes of this Section 12.2 the following terms shall have the following meanings: "Called Principal" shall mean, with respect to any Investor Certificate, the principal of such Investor Certificate that is to be redeemed pursuant to this Section 12.2. "Discounted Value" shall mean, with respect to the Called Principal of any Investor Certificate, the amount obtained by discounting such Called Principal from the Scheduled Maturity Date to the Settlement Date with respect to such Called Principal, in accordance with accepted financial practice and at a discount factor (applied on a quarterly basis, equal to the Reinvestment Yield with respect to such Called Principal. -85- "Early Redemption Premium" shall mean, with respect to any Investor Certificate, a premium equal to the greater of (a) the excess, if any, of the Discounted Value of the Called Principal of such Investor Certificate over the sum of (i) such Called Principal plus (ii) interest accrued thereon as of (including interest due on) the redemption date with respect to such Called Principal or (b) One Hundred Thousand Dollars ($100,000). "Reinvestment Yield" shall mean, with respect to the Called Principal of any Investor Certificate, the yield to maturity implied by (i) the yields reported, as of 10:00 A.M. (New York City time) on the fifth Business Day preceding the Settlement Date with respect to such Called Principal, on the display designated as "Page 678" on the Telerate Service (or such other display as may replace Page 678 on the Telerate Service) for actively traded U.S. Treasury securities having a maturity equal to the Remaining Life of such Called Principal as of such Settlement Date, or if such yields shall not be reported as of such time or the yields reported as of such time shall not be ascertainable, (ii) the Treasury Constant Maturity Series yields reported, for the latest day for which such yields shall have been so reported as of the fifth Business Day preceding the Settlement Date with respect to such Called Principal, in Federal Reserve Statistical Release X.15 (519) (or any comparable successor publication) for actively traded U.S. Treasury securities having a constant maturity equal to the Remaining Life of such Called Principal as of such Settlement Date. Such implied yield shall be determined, if necessary, by (a) converting U.S. Treasury bill quotations to bond-equivalent yields in accordance with accepted financial practice and (b) interpolating linearly between reported yields. "Remaining Life" shall mean, with respect to the Called Principal of any Investor Certificate, the number of months (calculated to the nearest month) which will elapse from the Settlement Date to the Scheduled Maturity Date. "Settlement Date" shall mean, with respect to the Called Principal of any Investor Certificate, the date on which such Called Principal is to be redeemed pursuant to this Section 12.2. Section 12.3. Final Payment with Respect to the Investor Certificates. (a) Written notice of any termination, specifying the Distribution Date upon which the Investor Certificateholders may surrender their Certificates for payment of the final distribution with respect to such Certificates and for cancellation, shall be given (subject to at least two (2) -86- Business Days' prior notice from the Servicer to the Trustee) by the Trustee at the expense of the Trust to the Investor Certificateholders of record as of the close of business on the Business Day immediately preceding the date of the delivery of such notice, mailed not later than the fifth day of the month in which such Distribution Date is to occur specifying (i) the Distribution Date (which shall be the Distribution Date in the month (x) in which the deposit is made pursuant to subsection 9.2(b), 10.2(a), or 12.2(a) of this Agreement or (y) in which the Trust Termination Date occurs) upon which final payment of such Investor Certificates will be made upon presentation and surrender of such Investor Certificates at the office or offices therein designated, (ii) the amount of any such final payment and (iii) that the Record Date otherwise applicable to such Distribution Date is not applicable, payments being made only upon presentation and surrender of the Investor Certificates at the office or offices therein specified. The Trustee shall give such notice to the Transfer Agent and Registrar and the Paying Agent at the time such notice is given to such Investor Certificateholders. (b) Notwithstanding the termination of the Trust pursuant to subsection 12.1(a) or the occurrence of the Trust Termination Date, all funds then on deposit in the Collection Account shall continue to be held in trust for the benefit of the Certificateholders, and the Paying Agent or the Trustee shall pay such funds to the Certificateholders upon surrender of their Certificates. In the event that all of the Investor Certificateholders shall not surrender their Certificates for cancellation within six (6) months after the date specified in the above-mentioned written notice, the Trustee at the expense of the Trust shall give a second written notice to the remaining Investor Certificateholders upon receipt of the appropriate records from the Transfer Agent and Registrar to surrender their Certificates for cancellation and receive the final distribution with respect thereto. The Trustee and the Paying Agent shall pay to the Seller upon written request any funds held by them for the payment of principal or interest which remains unclaimed for two (2) years following the Trust Termination Date. After payment to the Seller, Investor Certificateholders entitled to the such funds may seek recovery only from the Seller as general creditors unless an applicable abandoned property law designates another Person. (c) All Certificates surrendered for payment of the final distribution with respect to such Certificates and cancellation shall be canceled by the Transfer Agent and Registrar and be disposed of in a manner satisfactory to the Trustee and the Seller. -87- Section 12.4. Termination Rights of Holder of Seller Certificate. Upon the termination of the Trust pursuant to Section 12.1, and after payment of all amounts due hereunder on or prior to such termination and the surrender of the Seller Certificate, the Trustee shall execute a written reconveyance substantially in the form of Exhibit 12.4 pursuant to which it shall reconvey to the Holder of the Seller Certificate (without recourse, representation or warranty) all right, title and interest of the Trust in the Receivables and the Related Security, whether then existing or thereafter created, all moneys due or to become due with respect thereto, any and all proceeds of the foregoing, except for amounts held by the Trustee pursuant to subsection 12.3(b). The Trustee shall execute and deliver such instruments of transfer and assignment, in each case without recourse, as shall be reasonably requested by the Holder of the Seller Certificate to vest in such Holder all right, title and interest which the Trust had in the Receivables and the Related Security. ARTICLE 13 MISCELLANEOUS PROVISIONS Section 13.1. Amendment. (a) This Agreement may be amended in writing from time to time by the Servicer, the Seller and the Trustee upon ten (10) Business Days' notice to the Investor Certificateholder Representative (along with a copy of the form of the proposed amendment), without the consent of the Investor Certificateholders; provided, that such action shall not, as evidenced by an Opinion of Counsel for the Seller addressed and delivered to the Trustee and the Investor Certificateholder Representative, adversely affect in any material respect the interests of any Investor Certificateholder provided, further, that the Rating Agency Condition shall have been satisfied with respect to such amendment. (b) This Agreement may also be amended in writing from time to time by the Servicer, the Seller and the Trustee upon ten (10) Business Days' notice to the Investor Certificateholder Representative (along with a copy of the form of the proposed amendment), with the consent of the Investor Certificateholder Representative. (c) The Trustee may, but shall not be obligated to, enter into any Amendment which affects the Trustee's rights, duties or immunities under this Agreement or otherwise. -88- (d) Promptly after the execution of any such amendment, the Servicer shall furnish a copy of such amendment to the Investor Certificateholder Representative and to the Rating Agency. (e) It shall not be necessary to obtain the consent of Investor Certificateholder Representative under this Section 13.1 to approve the particular form of any proposed amendment, but it shall be sufficient if such consent shall approve the substance thereof. The manner of obtaining such consents and of evidencing the authorization of the execution thereof by Investor Certificateholders or Receivables Purchasers shall be subject to such reasonable requirements as the Trustee may prescribe. (f) In connection with any amendment, the Trustee may request an Opinion of Counsel from the Seller or the Servicer to the effect that the amendment complies with all requirements of this Agreement. Section 13.2. Protection of Right, Title and Interest to Trust. (a) The Servicer shall cause this Agreement and the other Transaction Documents and all certificates of assignment, agreements and documents, and all amendments hereto and thereto and/or all financing statements and continuation statements and any other necessary documents covering the Trust's and the Certificateholders' right, title and interest to the property comprising the Trust right, title and interest in the Receivables and the Related Security to be promptly recorded, registered and filed, and at all times to be kept recorded, registered and filed, all in such manner and in such places as may be required by law fully to preserve and protect the right, title and interest of the Certificateholders or the Trust, as the case may be, hereunder to all property comprising the Trust. The Servicer shall deliver to the Trustee file-stamped copies of, or filing receipts for, any document recorded, registered or filed as provided above (with a copy thereof to the Investor Certificateholder Representative), as soon as available following such recording, registration or filing. The Seller and the Originators shall cooperate fully with the Servicer in connection with the obligation set forth above and shall execute any and all documents reasonably required to fulfill the intent of this subsection 13.2(a). (b) Within 30 days after the Seller or the Trustee makes any change in its name, identity or corporate structure which would make any financing statement or continuation statement filed in accordance with paragraph (a) -89- above materially misleading within the meaning of Section 9-402(7) of the UCC, the Seller or the Trustee, as applicable, shall give the Trustee and the Investor Certificateholder Representative, as applicable, notice of any such change and shall file such financing statements or amendments as may be necessary to continue the perfection of the Trust's and the Certificateholders' interest in the property comprising the Trust as contemplated by Section 2.1 hereof. (c) Each of the Seller and the Servicer shall give the Trustee and the Investor Certificateholder Representative prompt written notice of any relocation of any office from which it services Receivables or keeps records concerning the Receivables and the Related Security or of its principal executive office and whether, as a result of such relocation, the applicable provisions of the UCC would require the filing of any amendment of any previously filed financing or continuation statement or of any new financing statement and shall file such financing statements or amendments as may be necessary to continue the perfection of the interests in the Receivables and the Related Security and the proceeds thereof. Each of the Seller and the Servicer shall at all times maintain each office from which it services Receivables and its principal executive office within the United States of America. Section 13.3. Limitation on Rights of Certificateholders and Investor Certificateholder Representative. (a) The death or incapacity of any Certificateholder shall not operate to terminate this Agreement or the Trust, nor shall such death or incapacity entitle such Certificateholder or legal representatives or heirs to claim an accounting or to take any action or commence any proceeding in any court for a partition or winding up of the Trust, nor otherwise affect the rights, obligations and liabilities of the parties hereto or any of them. (b) Except as set forth in this Agreement and the other Transaction Documents, no Certificateholder shall have any right to vote or in any manner otherwise control the operation and management of the Trust, or the obligations of the parties hereto, nor shall anything herein set forth, or contained in the terms of the Certificates be construed so as to constitute the Certificateholders from time to time as partners or members of an association, nor shall any Certificateholder be under any liability to any third person by reason of any action taken by the parties to this Agreement and the other Transaction Documents pursuant to any provision hereof. -90- (c) No Certificateholder shall have any right by virtue of any provisions of this Agreement and the other Transaction Documents to institute any suit, action or proceeding in equity or at law upon or under or with respect to this Agreement and the other Transaction Documents, unless the Investor Certificateholder Representative previously shall have given written notice to the Trustee, and unless the Investor Certificateholder Representative shall have made written request upon the Trustee to institute such action, suit or proceeding in its own name as Trustee hereunder and shall have offered to the Trustee such reasonable indemnity as it may require against the costs, expenses and liabilities to be incurred therein or thereby, and the Trustee, for thirty (30) days after its receipt of such notice, request and offer of indemnity, shall have neglected or refused to institute any such action, suit or proceeding; it being understood and intended, and being expressly covenanted by each Certificateholder and with every other Certificateholder and the Trustee, that no one or more Certificateholder shall have the right in any manner whatever by virtue or by availing itself or themselves of any provisions of this Agreement and the other Transaction Documents to affect, disturb or prejudice the rights of other Certificateholders, or to obtain or seek to obtain priority over or preference to any other such Certificateholder or, except as expressly provided in this Agreement and the other Transaction Documents, to enforce any right under this Agreement and the other Transaction Documents, except in the manner herein or therein provided and for the benefit of all Certificateholders, in accordance with their respective Undivided Trust Interests. For the protection and enforcement of the provisions of this Section 13.3, each and every Certificateholder and the Trustee shall be entitled to such relief as can be given either at law or in equity. Section 13.4. GOVERNING LAW. THIS AGREEMENT SHALL BE CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE COMMONWEALTH OF PENNSYLVANIA WITHOUT REFERENCE TO ITS CONFLICT OF LAW PROVISIONS, AND THE OBLIGATIONS, RIGHTS REMEDIES OF THE PARTIES HEREUNDER SHALL BE DETERMINED IN ACCORDANCE WITH SUCH LAWS. Section 13.5. Notices. All demands, notices, instructions and communications hereunder shall be in writing and shall be deemed to have duly given if personally delivered at, sent by facsimile to, sent by courier at or mailed by registered mail, return receipt requested, (a) in the case of the Seller to 102 Pickering Way, Exton, PA 19341 ATTN: Chief Financial Officer (b) in the case of the Trustee, to the Corporate Trust Office (c) in the case of a Rating Agency, to Duff & Phelps Credit Rating Co., 55 East Monroe Street, Chicago, Illinois 60603 (d) in the case of the Investor Certificateholder Representative, to Transamerica Investment Services, 1150 S. Olive Street, Los Angeles, -91- California or (e) in the case of the Servicer to 102 Pickering Way, Exton, PA 19341 ATTN: Chief Financial Officer. Any notice required or permitted to be mailed to a Certificateholder shall be given by first class mail, postage prepaid, at the address of such Certificateholder as shown in the Certificate Register. Any notice so mailed within the time prescribed in this Agreement shall be conclusively presumed to have been duly given, whether or not the Certificateholder receives such notice. Section 13.6. Severability of Provisions. If any one or more of the covenants, agreements, provisions or terms of this Agreement and the other Transaction Documents shall for any reason whatsoever be held invalid, then such covenants, agreements, provisions or terms shall be deemed severable from the remaining covenants, agreements, provisions or terms of this Agreement and the other Transaction Documents and shall in no way affect the validity or enforceability of the other provisions of this Agreement and the other Transaction Documents or of the Certificates or the rights of the Certificateholders thereof. Section 13.7. Assignment. Notwithstanding anything to the contrary contained herein, except as provided in Section 8.2, this Agreement and the other Transaction Documents may not be assigned by the Servicer without the prior written consent of the Investor Certificateholder Representative. Section 13.8. Certificates Non-Assessable and Fully Paid. It is the intention of the parties to this Agreement and the other Transaction Documents that the Certificateholders shall not be personally liable for obligations of the Trust, that the Undivided Trust Interests represented by the Certificates shall be non-assessable for any losses or expenses of the Trust or for any reason whatsoever, and that Certificates upon authentication thereof by the Trustee pursuant to Sections 2.1 and 6.2 are and shall be deemed fully paid. Section 13.9. Further Assurances. The Seller and the Servicer agree to do and perform, from time to time, any and all acts and to execute any and all further instruments required or reasonably requested by the Trustee or the Investor Certificateholder Representative to more fully effect the purposes of this Agreement and the other Transaction Documents, including, without limitation, the execution of any financing statements or continuation statements relating to the Receivables and the Related Security for filing under the provisions of the UCC of any applicable jurisdiction. Section 13.10. Nonpetition Covenant. Notwithstanding any prior termination of this Agreement and the other Transaction Documents, the Servicer, the Trustee, the Investor Certificateholder -92- Representative, the Investor Certificateholders and the Seller, shall not, prior to the date which is one year and one day after the termination of this Agreement and the other Transaction Documents with respect to the Trust, acquiesce, petition or otherwise invoke or cause the Trust to invoke the process of any Governmental Authority for the purpose of commencing or sustaining a case against the Trust under any Federal or state bankruptcy, insolvency or similar law or appointing a receiver, liquidator, assignee, trustee, custodian, sequestrator or other similar official of the Trust or any substantial part of its property or ordering the winding up or liquidation of the affairs of the Trust. Section 13.11. No Waiver; Cumulative Remedies. No failure to exercise and no delay in exercising, on the part of the Trustee, the Investor Certificateholder Representative or the Investor Certificateholders, any right, remedy, power or privilege hereunder, shall operate as a waiver thereof; nor shall any single or partial exercise of any right, remedy, power or privilege hereunder preclude any other or further exercise thereof or the exercise of any other right, remedy, power or privilege. The rights, remedies, powers and privileges herein provided are cumulative and not exhaustive of any rights, remedies, and privileges provided by law. Section 13.12. counterparts. This Agreement may be executed in two or more counterparts (and by different parties on separate counterparts), each of which shall be an original, but all of which together shall constitute one and the same instrument. Section 13.13. Third-Party Beneficiaries. This Agreement and the other Transaction Documents shall inure to the benefit of and be binding upon the parties hereto, the Certificateholders, and the Investor Certificateholder Representative and their respective successors and permitted assigns. Except as otherwise provided in this Article 13, no other Person shall have any right or obligation hereunder. Section 13.14. Actions by Certificateholders. Any request, demand, authorization, direction, notice, consent, waiver or other act by a Certificateholder shall bind such Certificateholder and every subsequent holder of such Certificate issued upon the registration of transfer thereof or in exchange therefor or in lieu thereof in respect of anything done or omitted to be done by the Trustee or the Servicer in reliance thereon, whether or not notation of such action is made upon such Certificate. -93- Section 13.15. Rule 144A Information. For so long as any of the Investor Certificates are "restricted securities" within the meaning of Rule 144(a)(3) under the Securities Act, each of the Seller, the Servicer and the Trustee agree to cooperate with each other to provide to any Investor Certificateholders and to any prospective purchaser of Certificates designated by such an Investor Certificateholder upon the request of such Investor Certificateholder or prospective purchaser, any information required to be provided to such holder or prospective purchaser to satisfy the condition set forth in Rule 144A(d)(4) under the Securities Act. Section 13.16. Merger and Integration. Except as specifically stated otherwise herein, this Agreement and the other Transaction Documents, sets forth the entire understanding of the parties relating to the subject matter hereof, and all prior understandings, written or oral, are superseded by this Agreement and the other Transaction Documents. This Agreement and the other Transaction Documents may not be modified, amended, waived or supplemented except as provided herein. Section 13.17. Headings. The headings herein are for purposes of reference only and shall not otherwise affect the meaning or interpretation of any provision hereof. IN WITNESS WHEREOF, the Seller, the Servicer and the Trustee have caused this Agreement to be duly executed by their respective officers as of the day and year first above written. PICKERING WAY FUNDING CORP., Seller By: /s/ Charles E. Fernald ---------------------------- Name: Charles E. Fernald Title: Vice President 102 Pickering Way Exton, PA 19341 [Executions continued] -94- CHEMICAL LEAMAN CORPORATION, Servicer By: /s/ Charles E. Fernald ---------------------------- Name: Charles E. Fernald Title: Senior Vice President 102 Pickering Way Exton, PA 19341 FIDELITY BANK, NATIONAL ASSOCIATION, as Trustee By: /s/ John H. Clapham ---------------------------- Name: John H. Clapham Title: Assistant Vice President 102 Pickering Way Exton, PA 19341 -95- EXHIBIT 1.1(a) LIST OF ACCOUNTING PERIODS 1993 1994 1995 ---- ---- ---- January Jan. 1 - Jan. 31 Jan. 1 - Jan. 30 Jan. 1 - Jan. 29 February Feb. 1 - Feb. 28 Jan. 31 - Feb. 27 Jan. 30 - Feb. 26 March Mar. 1 - Apr. 4 Feb. 28 - Apr. 3 Feb. 27 - Apr. 2 April Apr. 5 - May 2 Apr. 4 - May 1 Apr. 3 - Apr. 30 May May 3 - May 30 May 2 - May 29 May 1 - May 28 June May 31 - July 4 May 30 - July 3 May 29 - July 2 July July 5 - Aug. 1 July 4 - July 31 July 3 - July 30 August Aug. 2 - Aug. 29 Aug. 1 - Aug. 28 July 31 - Aug. 27 September Aug. 30 - Oct. 3 Aug. 29 - Oct. 2 Aug. 28 - Oct. 1 October Oct. 4 - Oct. 31 Oct. 3 - Oct. 30 Oct. 2 - Oct. 29 November Nov. 1 - Nov. 28 Oct. 31 - Nov. 27 Oct. 30 - Nov. 26 December Nov. 29 - Dec. 31 Nov. 28 - Dec. 31 Nov. 27 - Dec. 31 EXHIBIT 1.l(b) CREDIT AND COLLECTION POLICY CHEMICAL LEAMAN TANK LINES, INC. CREDIT POLICY I. Mission Statement The Chemical Leaman Tank Lines Credit Department shall function in concert with the overall Company strategy and goals. Our primary objective is to provide our organization with a competitive advantage to enable the Company to maximize its return on investment. The Credit Department will be instrumental in building a customer base that is broad, durable and viable. We will cultivate a positive and constructive relationship with our customers. Customer contacts will be diplomatic and friendly, conducted to promote a wholesome respect for the Company and its business practices. We will also partnership with the field and sales organizations in order to effectively carry out our mission. Credit, Sales and Operations are mutually responsible for accounts receivable collection. Sales and Operations' advice and assistance are encouraged and imperative for success. ln conclusion, the Credit Department shall endeavor to maximize return on the investment in receivables while achieving the lowest possible days' sales outstanding and liming bad debt losses. II. Credit Approval The Credit Department shall define and implement a suitable credit basis on which to deal with every customer. Standards by which credit risks are accepted or rejected shall be flexible enough to maximize profitable sales by the Company. Marginal credit risks will be dealt with on an individual basis that will depend on the merits of each case. No customer shall be denied the right to purchase our services until every means of selling to that customer on a safe and sound bases has been exhausted. It is the responsibility of the Credit Department to approve credit. Credit approval must be obtained on all new accounts prior to signing a contract. John Heydt will be communicating with you shortly regarding the process to ensure that no load is handled without first verifying credit approval. Credit decisions are based on information developed through credit investigation. Every effort must be made to obtain as much accurate information as possible in order to develop a credit profile on new and existing accounts. A credit application must be completed by every new prospective customer (see Exhibit 1). The application must include three trade references (at least two bulk carriers are preferred) and a bank reference. ln addition, a Dun & Bradstreet credit report will be reviewed. In addition to the trade references and credit report, other references may be obtained from other members of the tank truck industry credit group. A credit limit will be assigned once the credit references and credit report have been analyzed. The terminal location and/or the Sales Department will be notified of the credit approval or denial. No contract can be entered into, or load hauled, without first obtaining credit approval on the party paying the freight. Any potential customer in business less than one year will be initially assigned a maximum credit limit of $3,000. Should sales credit field personnel disagree with the decision not to grant credit to a prospective customer, the Controller and V.P. Sale' will serve as a sounding board. III. Collection Procedure The facilitation of accounts receivable collection is the responsibility of the Credit Department. Collection activities include customer letters regarding past due balances, past due statements (automatically sent every six weeks), phone solicitions, personal visits, and joint credit and sales actions. Collection efforts begin with telephone contact. Collection calls are initiated when invoice falls thirty (30) days past due. Past due balances are monitored through weekly aged trial balance reports sorted by credit representatives. Customer objections to payment can be classified into six categories: 1) Billing errors 2) Contract interpretation differences 3) Freight payment service rejections 4) Individual billing disputes 5) Lack of customer attention 6) Customer cash flows. The Credit Department has structured the attached ACTION MATRIX in an attempt to provide and resolve customer objections to payment. The matrix is designed to keep past due receivables at a minimun. The matrix assigns a -2- direction to take for each of the six main objections for payment. Most importantly each step is assigned a time limit to get the problem resolved or it is moved to a higher level of authority to review and administer. The Company's top level executives will get involved in resolving these issues if they cannot be suitably handled at the previous levels. IV. Assigned to Caution Account Status When an account cannot be resolved through normal credit/collection procedures, the Credit Supervisor will review the account for caution status. Before a final decision is made, either the credit representative or Credit Supervisor will discuss this course of action with the sales person and/or field representative for consensus. If agreed, customers will be advised of status and a notice will be sent through system to all terminals that the account has been put on caution. If an account exceeds their credit limit, the system will automatically put the account on caution and will not be removed until reviewed by Credit Supervisor. To determine if an account is on caution, check the /CLOCF screen to see if a customer number is assigned. If flashing "caution," then please contact the Credit Department for direction. V. Write-off and Adjustment Policy Everyone in the collection process must focus on collecting the full amount billed and eliminating revenue adjustments and bad debt write-offs. However, revenue adjustments must be made when appropriate, based upon the following levels of authority. Levels of authority have been developed to place the responsibility for revenue adjustments at the profit center. We are in the process of generating an aged receivable listing by terminal that billed the revenue for all balances 90 days or greater past due. Field representatives should work in concert with sales and collection to ensure that a unified face is presented to the customer. The following schedule applies for adjustments to correctly billed legitimate charges disputed by a customer. o Invoices greater than six - Controller - discretionary months past due authority for revenue under $100. adjustment. o Up to $100 per account - Terminal Manager of terminal receiving revenue. o $101 to $500 - Division Director of Sales. o $501 to $5,000 - Division Vice President. -3- o Over $5,000 - Pricing Committee (members include the President, Vice President of Sales, Controller and Cost Analysis Manager). Any combination of adjustments, which in total exceed an authority level, will be considered as a single adjustment and must be submitted to the appropriate higher level for authorization. Bad debt accounts should be written off after all collection efforts have been exhausted. The Credit Supervisor will make this determination after a thorough analysis. The Credit Supervisor will have authority to write off an account up to $5,000. Those over $5,0C0 must be authorized by the Controller. The Credit Supervisor will also have the authority to place accounts with a collection agency or an attorney after all internal efforts have been exhausted. -4-
CREDIT DEPARTMENT ACTION - ----------------------------------------------------------------------------------------------------------------------------------- PROBLEM STEP 1 STEP 2 (15-30 DAYS) STEP 3 (31-45 DAYS) STEP 4 (60 DAYS) - ----------------------------------------------------------------------------------------------------------------------------------- CLTL Billing Errors Contact the Term Mgr. If no results, contact Reg. If no results, contact If no results, advise and/or Billing Gen. Mgr. and Billing Divisional Vice President. Controller. Supervisor for resolution. Supervisor. Advise: Advise: Advise: Reg. Gen. Mgr. DVP President Natl. Acct. Drtr. Div. Drtr. Sales or V.P. - Sales Natl. Acct. Drtr. - ------------------------------------------------------------------------------------------------------------------------------------ Difference in contract Contact the parties If no results, contact Reg. If no results, contact If no results, contact interpretation. responsible. Gen. Mgr. and/or Div Drtr. Divisional Vice President. Vice President-Sales. of Sales or Natl. Acct. Drtr. Advise: Advise: Advise: Advise: Billing Supervisor DVP V.P. - Sales President Div. Drtr. of Sales Controller Natl. Acct. Drtr. - ------------------------------------------------------------------------------------------------------------------------------------ Freight payment Contact Term Mgr. If no results, contact Reg. If no results, contact If no results, contact service rejections. and/or Billing Gen. Mgr. and Div. Drtr. Divisional Vice President. V.P. - Sales. Supervisor. of Sales or Natl. Acct. Drtr. Advise: Advise: Advise: President Natl. Acct. Drtr. DVP Controller - ------------------------------------------------------------------------------------------------------------------------------------ Individual billing Contact Term. Mgr. Div. If no results, contact Reg. If no results, contact If no results, contact disputes. Sales Mgr. Gen. Mgr., Div. Drtr. of Divisional Vice President. V.P. - Sales, Pricing Sales. Committee for adjustment. Advise: Advise: Advise: Billing Supervisor DVP President, Controller Reg. Gen. Mgr. Nat'l Acct. Drtr. - ------------------------------------------------------------------------------------------------------------------------------------ Customer lack of Credit continues action, Credit advises. Div. Drtr. If no results, contact If no results, contact attention. but advises Term. Mgr. of Sales, Natl. Acct. Drtr. Divisional Vice President. V.P. - Sales. and Div. Sales Mgr. Possible credit Advise: restriction Advise: DVP President, Controller - ------------------------------------------------------------------------------------------------------------------------------------ Customer cash flow Credit continues action Credit continues workout If no results, credit hold. If no results, advise problems. but advises Term. Mgr. attempts; Controller. Possible and Div. Sales Mgr. bad debt write-off, collection agency and/or legal action. Advise: Advise: DVP DVP Div. Drtr. of Sales V.P. - Sales - ------------------------------------------------------------------------------------------------------------------------------------
Controller Credit Department Supervisor, Credit Lorena Kilroy General Clerk A General Clerk B (PT) Lynne Hamm Nancy Kerstetter Credit Representative Credit Representative Andrew Harden Crystal Jilek Credit Representative Credit Representative Karen Kirylyck Dawn Lockard Credit Representative Credit Representative Einar Marksussen Dorothy Pettit CHEMICAL LEAMAN TANK LINES, INC. CREDIT DEPARTMENT PROFESSIONAL STAFF Credit Supervisor, Lorena Kilroy: - --------------------------------- o 5 years with Chemical Leaman Tank Lines, Inc. o 7 years professional credit experience. Credit Representatives: - ----------------------- Dawn Lockard: - ------------- o 4 years Chemical Leaman Tank Line, Inc. credit experience. Dorothy Pettit: - --------------- o 7 years Chemical Leaman Tank Lines, Inc. credit experience. Andrew Harden: - -------------- o 20 years accounting experience with Chemical Leaman Tank Lines, Inc. o 2 years Chemical Leaman Tank Lines, Inc. credit experience. Crystal Jilek: - -------------- o 6 years Chemical Leaman Tank Lines, Inc. customer service experience. o 1 year Chemical Leaman Tanks Lines, Inc. credit experience. Einar Markussen: - ---------------- o 4 years professional credit experience. o 5 months with Chemical Leaman Tank Lines, Inc. credit Karen Kirylyck: - --------------- o 4 years professional collection experience. o 3 months with Chemical Leaman Tank Lines, Inc. credit. [LOGO] Chemical Leaman Tank Lines, Inc. 102 Pickering Way, Exton, PA 19341-0200 o 215-363-4200 o CREDIT APPLICATION o Customer Name & Address Division or Branch of: - -------------------------------- ----------------------------------- - -------------------------------- ----------------------------------- - -------------------------------- ----------------------------------- Contact: _______________________ Proprietorship ___ How Long Partnership ___ In ___ Phone: _________________________ Corporation ___ Business Amount of Credit Required Per Month $______________________________________ Bank Reference: ____________________________________________________________ Phone: ____________________ Account No. ____________________________________ Trade References: Prefer at least (2) Bulk Carriers. 1. _________________________________________________________________________ _________________________________________________________________________ ________________________ Phone: _________________________________________ - ------------------------------------------------------------------------------- 2. _________________________________________________________________________ _________________________________________________________________________ ________________________ Phone: _________________________________________ - ------------------------------------------------------------------------------- 3. _________________________________________________________________________ _________________________________________________________________________ ________________________ Phone: _________________________________________ The above information is given for the purpose of extending credit and is true and accurate. I authorize Chemical Leaman Tank Lines, Inc. to contact each of the above references regarding their credit experience with my company. I agree to abide by the payment terms as stated on the invoices submitted by Chemical Leaman Tank Lines, Inc. Firms Name: ______________________________________ Date: ____________________ Authorized Signature: ____________________________ Title: ___________________ _____________________________________________________________________________ EXHIBIT 1 EXHIBITS 1. Chemical Leaman Tank Lines, Inc. Credit Application. 2. Credit Reference Worksheet. 3. Aged Trial Balance Report (one page). 4. Locks Box Notification Receipt. TRADE REFERENCE WORKSHEET
COMPANY: ____________________________ DATE:_______________________________ - --------------------------------------------------------------------------------------------------------------------------------- HOW LONG PRESENT PAYMENT LAST TRADE CO. DATE CALLED S/W DOING BUIS. HIGH CREDIT BALANCE TERMS HISTORY SALE DATE - --------------------------------------------------------------------------------------------------------------------------------- 1. - --------------------------------------------------------------------------------------------------------------------------------- 2. - --------------------------------------------------------------------------------------------------------------------------------- 3. - --------------------------------------------------------------------------------------------------------------------------------- 4. - --------------------------------------------------------------------------------------------------------------------------------- 5. - --------------------------------------------------------------------------------------------------------------------------------- 6. - --------------------------------------------------------------------------------------------------------------------------------- APPROVED BY: _____________________ DATE: ______________________ CREDIT AMOUNT: $________________________ DECLINED BY: _____________________ CONTACTED CUSTOMER: YES ___ NO ___ DATE: __________________ SPOKE WITH: _________________________ COMMENTS: - --------------------------------------------------------------------------------------------------------------------------------- - --------------------------------------------------------------------------------------------------------------------------------- - --------------------------------------------------------------------------------------------------------------------------------- - --------------------------------------------------------------------------------------------------------------------------------- - ---------------------------------------------------------------------------------------------------------------------------------
EXHIBIT 2 EXHIBIT 1.1. (c) EI DuPont de Nemours and Company General Electric Corporation BASF Corporation Union Carbide Corporation Dow Chemical USA/Dow Chemical Canada Inc. Miles Incorporated EXHIBIT 2.1 LIST OF RECEIVABLES AND OBLIGORS QUALA SYSTEMS, INC. SUMMARY Summary of Quala Systems, Inc. aged accounts receivable as of May 1, 1993 (showing detailed aging less than 90 days from invoice date) total $1,605,435. ===========
JOB-RCPMOS FNR 5/02/93 CO-CODE 6 A G E D A C C O U N T S R E C E I V A B L E ENDING-DATE 5/01/93 PAGE# 1 S.C. CUST.# CUSTOMER ADDRESS ST. CITY 0-TO-30 31-TO-60 61-TO-90 OVER-90 TOTAL BAL-DUE C 63593 $245 $245.00 CUST. TOTAL...... 245 245.00 01135 A & R TRANSPORT INC. P O BOX 577 IL OTTAWA $6- $6.33- CUST. TOTAL...... 6- 6.33- 75238 A.B. ROBERTS P O BOX 131389 TX TYLER $1,205 $1,265 $320 $2,790.00 CUST. TOTAL...... 1,205 1,265 320 2,790.00 09948 A G TRUCKING US 33 SOUTH IN GOSHEN $370 $370.00 CUST. TOTAL...... 370 370.00 81375 A J SANDI 400 CHAPMAN STREET MA GREENFIELD $1,166 $1,166.00 CUST. TOTAL...... 1,166 1,166.00 00003 A J WEIGAND INC P O BOX 103 OH DOVER $3,086 $3,086.00 CUST. TOTAL...... 3,086 3,086.00 25619 A T & T P O BOX 105154 GA ATLANTA $199 $199.80 CUST. TOTAL...... 199 199.80 60910 A W MARTIN 108 BLACKS RD CT CHESHIRE 155 $155.00 CUST. TOTAL...... 155 155.00 00130 ABCO P O BOX 335 SC ROEBUCK 1,032 $1,032.00 CUST. TOTAL...... 1,032 1,032.00 73385 ACCOUNTS RECEIVABLE PA LIONVILLE $290- $290.17- CUST. TOTAL...... 290- 290.17- 03773 ACHEM CORPORATION P O BOX 930 SC COWPENS $770 $1,067 $342 $ 152- $2,026.50 CUST. TOTAL...... 770 1,067 342 152- 2,026.50 09734 ACME RESIN CORPORATION 10330 W ROOSEVELT RD IL WESTCHESTER $195 $195.00 CUST. TOTAL...... 195 195.00 82688 ADM CORP CORN SWEETNERS IL DECATUR $229 $171 $400.00 CUST. TOTAL...... 229 171 400.00 75608 AMD TRANSPORT P O BOX 3574 GA MACON $196 $196.00 CUST. TOTAL...... 196 196.00 74616 ADM TRUCKING INC 2505 N JASPER ST IL DECATUR $2,640 $ 130- $2,510.20 CUST. TOTAL...... 2,640 130- 2,510.20 24524 AERO LIQUID TRANSPORT 1717 FOUR MILE ROAD N/E MI GRAND RAPIDS $ 6- $ 6.22- 03943 AERO LIQUID TRANSPORT 13565 GRAND RIVER DRIVE MI LOWELL $180 $10 $1,069 $1,259.99 CUST. TOTAL...... 180 10 1,063 1,253.77 85504 AFFILIATED 3001 S HICKORY TN CHATTANOOGA $ 1,025- $1,147 $121.68 CUST. TOTAL...... 1,025- 1,147 121.68
JOB-RCPMOS FNR 5/02/93 CO-CODE 6 A G E D A C C O U N T S R E C E I V A B L E ENDING-DATE 5/01/93 PAGE# 2 S.C. CUST.# CUSTOMER ADDRESS ST. CITY 0-TO-30 31-TO-60 61-TO-90 OVER-90 TOTAL BAL-DUE 76023 AIR PRODUCTS & CHEMICALS 7201 HAMILTON BLVD PA ALLENTOWN $2,734 $1,372 $1,208 $5,315.90 70526 AIR PRODUCTS & CHEMICALS 403 CARLINE ROAD SC LANGLEY 189 $189.00 CUST. TOTAL...... 2,923 1,372 1,208 5,504.90 23132 AK20 CHEMICALS INC 13000 BAY PARK ROAD TX PASADENA $160 $160.00 CUST. TOTAL...... 160 160.00 64026 AL THOMPSON TRUCKING P O BOX 1050 SC CHESTER $1,358 $1,358.00 CUST. TOTAL...... 1,358 1,358.00 89428 ALL FREIGHT SERVICES C/O C.C.E. TRANSPORTATIO TX FRIENDSWOOD 160 $160.00 CUST. TOTAL...... 160 160.00 63716 ALL TANK TRANSPORT 622 WATERLOO RD OH AKRON $3,017 $2,445 $1,375 $7,798 $14,635.97 CUST. TOTAL...... 3017 2,445 1,375 7,798 14,635.97 50105 ALLIANCE TRANSPORTATION P O BOX 1182 WI MILWAUKEE $340 $340.00 CUST. TOTAL...... 340 340.00 23976 ALLIED-SIGNAL INC P O BOX 226 LA GEISMAR $530 $530.00 85183 ALLIED-SIGNAL INC ROUTE 61 PA SHOEMAKERSVILL $4,042 $4,042.00 15005 ALLIED-SIGNAL INC DRAWER 761 VA HOPEWELL $227 $227.50 CUST. TOTAL...... 4,042 757 4,800.18 78219 ALPHA CHEMICAL CORP P O DRAWER S LA RESERVE $235 $235.00 CUST. TOTAL...... 235 235.00 74005 ALTOM TRANSPORT 4946 S CICERO AVE IL CHICAGO $115 $115.00 CUST. TOTAL...... 115 115.00 02150 AMERICAN CYANAMID COMPAN P O BOX 425 CT WALLINGFORD $165 $360 $525.00 03020 AMERICAN CYANAMID COMPAN 2715 MILLER RD MI KALAMAZOO $915 $915.00 CUST. TOTAL...... 1,080 360 1,440.00 04981 AMERICAN INDUSTRIAL CHEM P O BOX 723117 GA ATLANTA $245 $245.00 CUST. TOTAL...... 245 245.00 90133 AMERICAN TANK CONTAINERS P O BOX 424098 MD ELKRIDGE $153 $153.70 CUST. TOTAL...... 153 153.70 55099 AMERICAN TANK TRANSPORT 6317MACAW COURT MD ELKRIDGE $180 $180.20 CUST. TOTAL...... 180 180.20 04803 AMERICHEM INC 340 NORTH AVENUE MI MASON, IN $305 $305.00 CUST. TOTAL...... 305 305.00 72761 AMOCO CHEMICAL CORP P O BOX 1875 TX ALVIN $1,930 $1,750 $3,680.00 CUST. TOTAL...... 1,930 1,750 3,680.00 01682 AMOCO OIL COMPANY 280 WATERFRONT STREET CT NEW HAVEN $310 $310.00 CUST. TOTAL...... 310 310.00
JOB-RCPMOS FNR 5/02/93 CO-CODE 6 A G E D A C C O U N T S R E C E I V A B L E ENDING-DATE 5/01/93 PAGE# 3 S.C. CUST.# CUSTOMER ADDRESS ST. CITY 0-TO-30 31-TO-60 61-TO-90 OVER-90 TOTAL BAL-DUE 71627 ANDREW TRANSPORT INC P O BOX 163469 TX FORT WORTH $110 $110.00 CUST. TOTAL...... 110 110.00 53934 ARCHER DANIELS MIDLAND C 1251 BEAVER CHANNEL PKWY IA CLINTON $223 $223.66 04030 ARCHER DANIELS MIDLAND C 2505 N JASPER IL DECATUR $779 $779.00 CUST. TOTAL...... 779 223 1,002.56 06555 ARCO CHEMICAL COMPANY 3801 WEST CHESTER PIKE PA NEWTON SQUARE $305 $305.00 CUST. TOTAL...... 305 305.00 74203 ARISTECH CHEMICAL CORP ISLAND AVENUE PA PITTSBURGH $796 $ 405- $391.00 CUST. TOTAL...... 796 405- 391.00 75313 ARMSWAY TANK TRANSPORT 5378 SEBRING WARNER RD OH GREENVILLE $134 $4 $138.85 CUST. TOTAL...... 134 4 138.85 12059 ASHLAND CHEMICAL COMPANY 860 ENTERPRISE DR CA NEWARK $280 $ 50- $230.00 21700 ASHLAND CHEMICAL COMPANY 7710 POLK STREET MO SAINT LOUIS $606 $230 $836.00 88083 ASHLAND CHEMICAL COMPANY 7410 HALL STREET MO SAINT LOUIS $480 $480.00 05080 ASHLAND CHEMICAL COMPANY RIVERSIDE AVENUE NY RESSELAER $804 $343 $259 $1,407.24 04780 ASHLAND CHEMICAL COMPANY P O BOX 6250 OH AKRON $120 $120.00 56381 ASHLAND CHEMICAL COMPANY P O BOX 173 ATTN K HILL OH COLUMBUS $200 $ 70- $130.00 60998 ASHLAND CHEMICAL COMPANY BOX 2219/QUALAWASH OH COLUMBUS $134 $ 162- $ 28.00- 86823 ASHLAND CHEMICAL COMPANY P O BOX 2219 OH COLUMBUS $ 276- $ 276.00- 87426 ASHLAND CHEMICAL COMPANY 5200 BLAZER PARKWAY OH DUBLIN $ 286- $ 285.00- 22016 ASHLAND CHEMICAL COMPANY 1-95 INDUSTRIAL PARK PA ASTON $248 $248.98 CUST. TOTAL...... 2,424 493 54- 2,863.22 28345 ASHLAND OIL INC 6121 ALMEDA GENOA ROAD TX HOUSTON $3,445 $3,445.00 CUST. TOTAL...... 3,445 3,445.00 71728 AUTUMN IND INC 518 PERKINS-JONES ROAD OH WARREN $640 $640.00 CUST. TOTAL...... 640 640.00 62687 B B & L INC 1301 INDUSTRIAL DRIVE IL LAKE IN THE HI $360 $360.00 CUST. TOTAL...... 360 360.00 53768 BALTIMORE TANK LINES P O BOX 1028 MD GLEN BURNIE $960 $960.36 CUST. TOTAL...... 960 960.36 82003 BARNETT TRANSPORTATION I P O BOX 031605 AL TUSCALOOSA $1,025 $984 $2,009.80 CUST. TOTAL...... 1,025 984 2,009.80 05091 BASF CORPORATION P O DRAWER D/BLDG 201 VA WILLIAMSBURG $140 $140.00 CUST. TOTAL...... 140 140.00 09209 BASF INMONT CORPORATION 3301 BOURKE AVENUE MI DETROIT $175 $175.00 CUST. TOTAL...... 175 175.00 01963 BECKER CORPORATION P O BOX 581180 OK TULSA $170 $170.00 CUST. TOTAL...... 170 170.00
JOB-RCPMOS FNR 5/02/93 CO-CODE 6 A G E D A C C O U N T S R E C E I V A B L E ENDING-DATE 5/01/93 PAGE# 4 S.C. CUST.# CUSTOMER ADDRESS ST. CITY 0-TO-30 31-TO-60 61-TO-90 OVER-90 TOTAL BAL-DUE 28738 BEECHAM INC 46 RIVER STREET CT NEW HAVEN $195 $195.00 CUST. TOTAL...... 195 $195.00 88710 BEELMAN BOX 83 IL SAINT LIBORY $ 70- $ 70.00- CUST. TOTAL...... 70- 70.00- 79562 BEELMAN TRUCK CO P O BOX 507 MO STE GENEVIEVE $207 $ 64- $142.43 CUST. TOTAL...... 207 64- 142.43 05572 BENZSAY & HARRISON RAILROAD AVE NY DELANSON $18 $18.27 CUST. TOTAL...... 18 18.27 68613 BETZ LABORATORIES INC 170 FORBES ROAD MA BRAINTREE $1,800 $4,960 $2,860 $9,620.00 89699 BETZ LABORATORIES INC 3026 SOLANDT ON KANATA $223 $223.56 08910 BETZ LABORATORIES INC 4636 SOMERTON ROAD PA TREVORE $5,888 $1,895 $7,783.68 CUST. TOTAL...... 7,911 4,960 2,860 1,895 17,627.24 75828 BIERLEIN 2903 S GRAHAM MI SAGINAW $170 $170.00 CUST. TOTAL...... 170 170.00 10350 BISHOP CHEMICAL 160 VAN RENSELEAR STREET NY BUFFALO $285 $285.12 CUST. TOTAL...... 285 285.12 09290 BISON LABORATORIES 80 LESLIE STREET NY BUFFALO $88 $88.56 CUST. TOTAL...... 88 88.56 85590 BLACKHOWSKE TRUCK LINES P O BOX 530 MN FAIRMONT $126 $137 $99 $363.11 CUST. TOTAL...... 126 137 99 363.11 84422 BO BACHS TRANSPORT INC 38 SANFORDVILLE RD NY WARWICK $123 $123.00 CUST. TOTAL...... 123 123.00 28632 BONCOSKY TRANSPORTATION 1301 INDUSTRIAL DRIVE IL ALGONQUIN $15,872 $6,045 $ 196- $21,721.88 86087 BONCOSKY TRANSPORTATION RT 51 & PITTSBURGH AVE PA CORAOPOLIS $770 $770.00 81811 BONCOSKY TRANSPORTATION 4 CROWN POINT ROAD NJ PAULSBORO $3,410 $3,410.36 CUST. TOTAL...... 20,052 6,045 196- 25,902.24 06160 BORDEN & REMINGTON P O BOX 2573 MA FALL RIVER $111 $111.30 CUST. TOTAL...... 111 111.30 74610 BORDEN PKG & INDUSTRIAL P O BOX 847 WI SHEBOYGAN $115 $115.00 CUST. TOTAL...... 115 115.00 67932 BORDON CHEMIOCAL 1717 WEST WARD STREET NC HIGH POINT $550 $550.00 CUST. TOTAL...... 550 550.00 72236 BORK TRANSPORT 12440 S STONEY ISLAND IL CHICAGO $180 $66 $246.00 59027 BORK TRANSPORT 1047 ARLINGTON IL DECATUR $110 $110.00 51458 BORK TRANSPORT P O BOX 568 IL SUMMIT $1,959 $3,195 $565 $6,719.68 79422 BORK TRANSPORT P O BOX 500 IL SUMMIT $155 $415 $160 $730.15 CUST. TOTAL...... 2,224 3,790 160 631 6,805.83
JOB-RCPMOS FNR 5/02/93 CO-CODE 6 A G E D A C C O U N T S R E C E I V A B L E ENDING-DATE 5/01/93 PAGE# 5 S.C. CUST.# CUSTOMER ADDRESS ST. CITY 0-TO-30 31-TO-60 61-TO-90 OVER-90 TOTAL BAL-DUE 84501 BORK TRANSPORT INC P O BOX 1778 IA DESMOINES $145 $145.00 CUST. TOTAL...... 145 145.00 09935 BRIDGELAND TERMINALS LTD 35 ORIOLE PARKWAY ON ELMIRA $280 $280.00 CUST. TOTAL...... 280 280.00 90229 BROWNING-FERRIS INDUSTRI 910 CAMARD RUN PA WEST CHESTER $1,387 $1,387.54 CUST. TOTAL...... 1387 1,387.54 52738 BRYSON RECOVERY SERVICES 411 BURTON ROAD SC LEXINGTON $ 85- $ 85.80- CUST. TOTAL...... 85- 85.80- 78867 BUCK BAKER TRUCKING 350 TOWNSON STREET CA SAN FRANCISCO $140 $140.00 CUST. TOTAL...... 140 140.00 06823 BUCKMAN LABORATORIES P O BOX 200 MO CADET $228 $228.00 CUST. TOTAL...... 228 228.00 64183 BUESING BULK TRANSPORT 2212 CRESTVIEW DR WI HUDSON $754 $754.15 CUST. TOTAL...... 754 754.15 11940 BUFFALO COLOR CORPORATIO P O BOX 7027 NY BUFFALO $68 $68.04 CUST. TOTAL...... 68 68.04 64998 BUFFALO FUEL CORP 2445 ALLEN AVE NY NIAGARA FALLS $745 $532 $1,052 $2,329.96 CUST. TOTAL...... 745 532 1,052 2,329.96 69345 BUILDERS TRANSPORT P O BOX 7005 SC CAMDEN $ 83- $ 83.20- CUST. TOTAL...... 83- 83.20- 89489 BULK INC 676 SAVAGE RD BOX 9 PA NORTHAMPTON $490 $490.86 CUST. TOTAL...... 490 490.86 73315 BULK TRANSIT 7177 INDUSTRIAL PKWY ON PLAIN CITY $315 $315.00 CUST. TOTAL...... 315 315.00 52018 BULK TRANSPORT 415 LEMON STREET CA WALNUT $225 $987 $1,078 $1,417 $3,707.00 CUST. TOTAL...... 225 987 1,078 1417 3,707.00 00004 BULK TRANSPORT CO. INC. 1500 PINE MII ESSEXVILLE $92 $92.00 CUST. TOTAL...... 92 92.00 26929 BULKHAUL USA INC 6 COMMERCE DRIVE NJ CRANFORD $392 $392.50 CUST. TOTAL...... 392 392.50 03682 BULKMATIC TRANSPORT 12000 SOUTH DOTY AVENUE IL CHICAGO $ 80- $ 80.00- 77488 BULKMATIC TRANSPORT 3998 MUELLER RD IL DECATUR $110 $130 $240.00 77474 BULKMATIC TRANSPORT 1150 E 145TH STREET IN E CHICAGO $250 $250.56 77461 BULKMATIC TRANSPORT 2001 N CLINE AVENUE IN GRIFFITH $2,804 $1,715 $ 195- $4,323.84 77457 BULKMATIC TRANSPORT 2450 SHEFFIELD IN HAMMOND $150 $150.00 02035 BULKMATIC TRANSPORT 1635 MERWIN OH CLEVELAND $158 $158.00 77470 BULKMATIC TRANSPORT 149 NICHOL AVENUE PA MCKEES ROCKS $150 $150.00 CUST. TOTAL...... 3,314 1,865 130 117- 5,192.40
JOB-RCPMOS FNR 5/02/93 CO-CODE 6 A G E D A C C O U N T S R E C E I V A B L E ENDING-DATE 5/01/93 PAGE# 6 S.C. CUST.# CUSTOMER ADDRESS ST. CITY 0-TO-30 31-TO-60 61-TO-90 OVER-90 TOTAL BAL-DUE 25613 BURLINGTON INDUSTRIES P O BOX 691 NC BURLINGTON $370 $370.00 CUST. TOTAL...... 370 370.00 12690 BURRIS CHEMICAL COMPANY 4210 AZALEA DRIVE SC CHARLESTON $105 $ 90- $15.00 CUST. TOTAL...... 105 90- 15.00 55932 BUTLER & COMPANY HIGHWAY 18 AL VERNON $186 $186.72 CUST. TOTAL...... 186 186.72 52207 BYNUM TRANSPORT 4609 HIGHWAY 92 EAST FL LAKELAND $407 $ 90- $317.36 CUST. TOTAL...... 407 90- 317.36 83481 C T HARRIS & CO. P O BOX 80 GA SANDERSVILLE $1,215 $ 270- $1,615 $2,560.26 CUST. TOTAL...... 1,215 270- 1,615 2,560.26 55274 C T L DISTRIBUTION INC P O DRAWER 437 FL MULBERRY $3,861 $130 $ 208- $3,783.25 88706 C T L DISTRIBUTION INC P O DRAWER 437 FL MULBERRY $207 $207.36 CUST. TOTAL...... 4,069 130 208- 3,990.61 55271 CALEDONIA LINES INC P O BOX 148 NY CALEDONIA $1,771 $693 $2,465.31 CUST. TOTAL...... 1,771 693 2,465.31 04948 CALGON CORPORATION 18725 EAST SAN JOSE CA CITY OF INDUST $462 $462.00 14403 CALGON CORPORATION P O BOX 5060 MO SAINT LOUIS $240 $240.00 12950 CALGON CORPORATION P O BOX 817 PA PITTSBURGH $616 $616.00 CUST. TOTAL...... 616 702 1,318.00 51008 CALIFORNIA TANK LINES P O BOX 6245 CA STOCKTON $225 $1,360 $1,585.00 CUST. TOTAL...... 225 1,360 1,585.00 38420 CAPE INDUSTRIES HIGHWAY 421 NORTH NC WILMINGTON $160 $160.00 CUST. TOTAL...... 160 160.00 61571 CARBON EXPRESS INC P O BOX 403 NJ WHARTON $12,850 $9,919 $4,257 $3,286 $30,314.57 61572 CARBON EXPRESS INC 382 ROUTE 15 SOUTH NJ WHARTON $487 $213 $718 $1,419.36 CUST. TOTAL...... 13,338 10,132 4,257 4,005 31,733.93 13617 CARDINAL STABILIZERS INC 2010 S BELTLINE BOULEVAR SC COLUMBIA $115 $115.00 CUST. TOTAL...... 115 115.00 50112 CAROLINA CARRIERS INC P O BOX 11127 NC DURHAM $ 195- $ 195.00- CUST. TOTAL...... 195- 195.00- 53823 CASH PAYMENTS - MISC DO NOT MAIL PA EXTON $4,453 $4,453.76 CUST. TOTAL...... 4,453 4,453.76 70288 CASHION CO 101 CASE ST SC FOUNTAIN INN $335 $335.00 CUST. TOTAL...... 335 335.00 88989 CATES MILK HAULING INC P O BOX 1097 AL COLUMBIANA $1,125 $800 $115 $2,040.00 CUST. TOTAL...... 1,125 800 115 $2,040.00
JOB-RCPMO5 FNR 5/02/93 CO-CODE: 6 AGED ACCOUNTS RECEIVABLE ENDING DATE 5/01/93 PAGE #7 S.C. TOTAL CUST.# CUSTOMER ADDRESS ST. CITY 0-TO-30 31-TO-60 61-TO-90 OVER-90 BAL. DUE 10507 CBSL 4750 S MERRICAC ST IL CHICAGO $201 $65 $233 $499.40 Cust. Total...... 201 65 233 499.40 06083 CECOS INTERNATIONAL INC 27004 SOUTH FROST LA LIVINGSTON $1,965 $1,965.00 Cust. Total...... 1,965 1,965.00 53039 CENTRAL OIL & ASPHALT P O BOX 41 GA DOUGLASVILLE 224- $224.50- Cust. Total...... 224- 224.50- 51092 CENTRAL TRANSPORT 3804 BEILS LANE KY LOUISVILLE $22,498 $97- $120 $22,521.00 13886 CENTRAL TRANSPORT P O BOX 7007 NC HOGH POINT $3,746 $115 $530 $4,391.27 81217 CENTRAL TRANSPORT 215 SAMPSON ROAD NC WILMINGTON $4,849 $200- $745 $5,395.27 66426 CENTRAL TRANSPORT 5330 FRONTAGE ROAD SC GREENVILLE $115 $115.00 Cust. Total...... 31,208 18 200- 1,395 32,422.27 68786 CERUS INC 86 WESTBORO ROAD MA N GRAFTON $310 $237 $547.00 Cust. Total...... 310 237 547.00 89534 CETCO, INC P O BOX 8567 MO SUGAR CREEK $92 $92.00 Cust. Total...... 92 92.00 76122 CHALLENGE INTERNATIONAL 5005 MITCHELLDALE ST TX HOUSTON $740 $238 $497 $2,929 $4,405.50 Cust. Total...... 740 238 497 2,929 4,405.50 84992 CHEM SERV 5053 NIKE DR OH COLUMBUS $2,655 $2,655.00 Cust. Total...... 2,655 2,655.00 03490 CHEMCENTRAL CORPORATION P O BOX 47280 GA ATLANTA $76 $76.00 10395 CHEMCENTRAL CORPORATION P O BOX 385 IN NEW HAVEN $643 $643.00 04503 CHEMCENTRAL CORPORATION 1825 APPLETON LANE KY LOUISVILLE $65 $65.00 11990 CHEMCENTRAL CORPORATION 3709 RIVER ROAD NY TONAWANDA $813 $813.00 14921 CHEMCENTRAL CORPORATION 2500 VINSON STREET TX DALLAS $525 $525.00 Cust. Total...... 2,122 2,122.00 50559 CHEMFLEET CHEMICAL 8 MEDALLION CENTER NH MERIMACK $145 $140 $100- $185.00 27401 CHEMFLEET CHEMICAL 3091 APPLEBY LINE R-1 ON BURLINGTON $3,012 $261 $45 $3,319.58 Cust. Total...... $3,157 401 55- 3,504.58 02944 CHEMICAL ASSOCIATES INC 1270 S CLEVELAND MASSILL OH AKRON $410 $264 $674.67 67099 CHEMICAL ASSOCIATES INC 1270 CLEVE-MASSILLION RD OH COPLEY $189 $189.10 Cust. Total...... 410 453 863.77 00526 CHEMICAL INTERCHANGE 2932 S BENTWOOD MO SAINT LOUIS $772 $13 $765.80 Cust. Total...... $772 13 765.80 72417 CHEMICAL LEAMAN INTERNAT INTERNATIONAL BILLING ON PA EXTON $1,439 $145 $2,075 $3,659.65 Cust. Total...... 1,439 145 2,075 3,659.65 50958 CHEMICAL LEAMAN TANK LIN 21119 S WILMINGTON AVENU CA LONG BEACH $595 $595.00 77671 CHEMICAL LEAMAN TANK LIN 1301 LOVERIDGE ROAD CA PITTSBURGH $4,400 $4,400.00 01014 CHEMICAL LEAMAN TANK LIN P O BOX 7 GA JONESBORO $495 $495.00 50281 CHEMICAL LEAMAN TANK LIN 17550 FRITZ DRIVE IL LANSING $275 $275.00 Cust. Total......
JOB-RCPMO5 FNR 5/02/93 CO-CODE: 6 AGED ACCOUNTS RECEIVABLE ENDING DATE 5/01/93 PAGE #8 S.C. TOTAL CUST.# CUSTOMER ADDRESS ST. CITY 0-TO-30 31-TO-60 61-TO-90 OVER-90 BAL. DUE 11398 CHEMICAL LEAMAN TANK LIN P O BOX 575 LA LAKE CHARLES $299 $299.60 82284 CHEMICAL LEAMAN TANK LIN LA SULPHUR $288 $288.90 07599 CHEMICAL LEAMAN TANK LIN 4200 JAMES SAVAGE ROAD MI MIDLAND $275 $275.00 01937 CHEMICAL LEAMAN TANK LIN NJ E RUTHERFORD $462 $462.50 07498 CHEMICAL LEAMAN TANK LIN 575 HAGUE AVENUE OH COLUMBUS $225 $225.00 05071 CHEMICAL LEAMAN TANK LIN APPROVAL REQUIRED MMEDI PA LIONVILLE $17,905 $17,905.92 65075 CHEMICAL LEAMAN TANK LIN APPROVAL REQUIRED MMEDI PA LIONVILLE $315- $315.00- 72840 CHEMICAL LEAMAN TANK LIN INTERNATIONAL SERVICE PA LIONVILLE $1,915 $1,915.00 73926 CHEMICAL LEAMAN TANK LIN 1470 S PENNSYLVANIA AVE PA MORRISVILLE $847 $847.40 57791 CHEMICAL LEAMAN TANK LIN TX BAYTOWN $225 $225.00 65857 CHEMICAL LEAMAN TANK LIN 701 S HWY 227 TX CLUTE $275 $275.00 16858 CHEMICAL LEAMAN TANK LIN TX LAREDO $225 $225.00 CUST. TOTAL...... 495 27,899 28,394.37 04194 CHEMICAL SALES COMPANY 4661 MONACO CO DENVER $270 $270.00 00821 CHEMICAL SALES COMPANY 1382 NIAGARA STREET NY BUFALO $169 $169.56 CUST. TOTAL...... $169 $270 439.56 14189 CHEMICAL SOLVENTS INC 1140 INDUSTRY AVENUE VA ROANOKE $380 $380.00 CUST. TOTAL...... $380 380.00 07680 CHEMICAL TRANSFER P O BOX 6036 CA STOCKTON $225 $225.00 CUST. TOTAL ..... 225 225.00 08009 CHEMICAL TRANSPORTATION 14700 S AVALON BLVD CA GARDENA $201 $201.40 CUST. TOTAL...... 201 201.40 06641 CHEMICAL WASTE MANAGEMEN P O BOX 55 AL EMELLE $200 $160 $360.00 89988 CHEMICAL WASTE MANAGEMEN 41-85 DOREMUS AVENUE NJ NEWARK $397 $397.50 CUST. TOTAL...... $597 160 757.50 19892 CHEMISPHERE CORPORATION 2101 CLIFTON MO SAINT LOUIS $1,135 $638 $1,773.75 CUST. TOTAL...... 1,135 638 1,773.75 04735 CHEMRON CORPORATION P O BOX 2299 CA PASO ROBLES $450 $450.00 CUST. TOTAL...... 450 450.00 03952 CHEMTECH INDUSTRIES 139 EAST SOPER STREET MO SAINT LOUIS $435 $1,108 $661 $130 $2,335.00 15230 CHEMTECH INDUSTRIES 1655 DES PERES ROAD MO SAINT LOUIS $25 $130 $155.00 CUST. TOTAL...... 460 1,108 661 $260 $2,490.00 01437 CHEMTOOL INC 8200 RIDGEFIELD ROAD IL CRYSTAL LAKE $230 $230.00 CUST. TOTAL...... 230 230.00 89705 CHOICE TRANSPORTATION 54 BROAD ST NJ RED BANK $3,692 $161 $3,853.50 CUST. TOTAL...... 3,692 161 3,853.50 24191 CIBA GEIGY CORPORATION 205 S JAMES ST DE NEWPORT $360 $221 $487 $1,069.27 CUST. TOTAL...... 360 221 487 1,069.27 77149 CLEAN HARBORS INC 11800 SOUTH STONEY ISLAN IL CHICAGO $707 $525 $134 $1,366.00 88096 CLEAN HARBORS INC 32 BASK RD NY GLENMONT $409 $17 $560 $988.08
JOB-RCPMO5 FNR 5/02/93 CO-CODE: 6 AGED ACCOUNTS RECEIVABLE ENDING DATE 5/01/93 PAGE #9 S.C. TOTAL CUST.# CUSTOMER ADDRESS ST. CITY 0-TO-30 31-TO-60 61-TO-90 OVER-90 BAL. DUE 00022 CLEAN HARBORS INC 2900 BROADWAY OH CLEVELAND $480- $480.00- CUST. TOTAL...... 1,116 525 151 80 1,874.08 73768 CLEAN VENTURE 1160 STATE STREET NJ PERTH AMBOY $167 $167.31 86599 CLEAN VENTURE RD 1 BOX 2028 NJ SWEDESBORO $445 $445.20 CUST. TOTAL...... 445 167 612.51 26955 COMMERCIAL TRANSPORT INC P O BOX 469 IL BELLEVILLE $1,290 $238 $1,528.00 CUST. TOTAL...... 1,290 238 1,528.00 73770 COMMERCIAL CARTAGE CO P O BOX 1829 MO SAINT LOUIS $858 $897 $1,755.50 CUST. TOTAL...... 858 897 1,755.50 54375 CONLEY CORP 6891 SENECA STREET NY ELMA $140 $140.00 CUST. TOTAL...... 140 140.00 56721 CONOCO INC 250 AIRPORT ROAD DE NEW CASTLE $1,629 $1,629.00 87543 CONOCO INC P O BOX 267 NC BREVARD $2,160 $8 $2,168.00 79331 CONOCO INC 3321 HWY 421 N NC WILMINGTON $324 $324.00 81657 CONOCO INC P O DRAWER A SC CAMDEN $1,800 $1,800.00 71463 CONOCO INC P O BOX 1216 TX LA PORTE $3,530 $2,430 $5,960.00 85061 CONOCO INC 1706 FOREMAN RD TX ORANGE $2,945 $360 $3,305.00 CUST. TOTAL...... $12,388 $2,790 8 15,186.22 76376 CONTAINER CARE MAYO SHELL DRIVE TX GALENA PARK $160 $160.00 CUST. TOTAL...... 160 160.00 59101 CONTAINER CARE INTERNATI 500 MAYO SHELL ROAD TX GALENA PARK $2,790 $2,280 $200 $150 $5,420.00 CUST. TOTAL...... 2,790 2,280 200 150 5,420.00 01583 CONTINENTAL INDUSTRIAL C 5010 HOVIS ROAD NC CHARLOTTE $56 $56.50 CUST. TOTAL...... 56 56.50 56266 CONTINENTAL TRANS EXPRES P O BOX 228 LA GREISMAR $2,773- $2,773.40- CUST. TOTAL...... 2,773- 2,773.40- 81127 CRAWFORD TRANSPORT INC P O BOX 1163 ON GUELPH $957 $957.00 CUST. TOTAL...... 957 957.00 71595 CRODA INC 3901 W ROHR AVE WI MILWAUKEE $833 $833.00 CUST. TOTAL...... 833 833.00 75240 CROMARTIE TRANSPORT P O BOX 123 NC WILMINGTON $1,264 $1,316 $2,580.19 CUST. TOTAL...... 1,264 1,316 2,580.19 11449 CROWLEY MARITIME CORP P O BOX 6466 LA LAKE CHARLES $680 $680.00 11556 CROWLEY MARITIME CORP 1820 CHAPEL AVE, SUITE NJ CHERRY HILL $218- $218.13- CUST. TOTAL...... 680 218- 461.87 05710 CUSTOM INTERCHEM INC. 4736 ALLUM ROAD TX HOUSTON $200 $525 $725.00 CUST. TOTAL...... 200 525 725.00
JOB-RCPMO5 FNR 5/02/93 CO-CODE: 6 AGED ACCOUNTS RECEIVABLE ENDING DATE 5/01/93 PAGE #10 S.C. TOTAL CUST.# CUSTOMER ADDRESS ST. CITY 0-TO-30 31-TO-60 61-TO-90 OVER-90 BAL. DUE 85557 CUSTOMIZED TANSPORTATION 9485 REGENCY SQUARE BLVD FL JACKSONVILLE $110 $110.00 CUST. TOTAL...... 110 110.00 12778 DJ KING INC P O BOX 390 CT BRANFORD $.00 CUST. TOTAL...... .00 56424 DSI TRANSPORT 305 REGIONAL ROAD NORTH NC GREENSBORO $1,325 $1,325.00 69997 DSI TRANSPORT 6700 ESSINGTON AVE PA PHILADELPHIA $90- $90.10- 69096 DSI TRANSPORT 150 OLD SPARTANBURG HWY SC WELLFORD $5,384 $1,703 $7,087.25 01741 DSI TRANSPORT P O BOX 674421 TX HOUSTON $290 $64 $354.70 51366 DSI TRANSPORT P O BOX 12031 VA ROANOKE $35- $35.00- CUST. TOTAL...... 5,674 3,028 60- $8,641.85 83242 DAHER AMERICA INC 120 STANDIFER DRIVE TX HOUSTON $1,100 $1,100.00 CUST. TOTAL...... 1,100 1,100.00 50107 DAHLEN TRANSPORT 640 131ST PLACE IN HAMMOND $227 $176 $746 $22 $1,172.71 50399 DAHLEN TRANSPORT 1680 4TH AVENUE MN NEWPORT $317 $7- $310.07 69846 DAHLEN TRANSPORT 174 OAKS ROAD TX HOUSTON $1,277 $709 $254 $14- $2,226.50 82826 DAHLEN TRANSPORT 174 OAKS ROAD TX HOUSTON $231 $231.12 CUST. TOTAL...... 1,505 1,202 1,001 $231 3,940.40 76308 DANA TANKLINE PLANT ROAD WV NITRO $119 $71 $15- $175.57 CUST. TOTAL...... 119 71 $15- 175.57 53058 DANA TRANSPORT 5723 KENNEDY AVENUE IN HAMMOND $465 $465.00 21193 DANA TRANSPORT P O BOX 370 NJ AVENEL $1,374 $1,374.03 CUST. TOTAL...... $1,839 1,839.03 02754 DELARIA TRANSPORT 327 8TH AVENUE NW MN NEW BRIGHTON $1,976 $136 $2,113.10 CUST. TOTAL...... 1,976 $136 2,113.10 62132 DELGOEBEL P O BOX 476 MN MANKATO $61 $61.29 CUST. TOTAL...... $61 61.29 89962 DEMARTINI OIL EQUIPMENT P O BOX 9 NY GLENMONT $30 $30.15 CUST. TOTAL...... 30 30.15 53205 DETREX CHEMICAL IND 835 INDUSTRIAL AVENUE NJ CINNAMINSON $196 $196.10 CUST. TOTAL...... 196 196.10 76874 DIAMOND TANK RT 1 BOX 175F OH MARIETTA $36 $36.42 CUST. TOTAL...... $36 36.42 68258 DISPOSAL SYSTEMS INC P O BOX 1914 TX DEER PARK $241 $241.00 CUST. TOTAL...... 241 241.00 06287 DOVER CHEMICAL COMPANY 15TH & DAVIS STREETS OH DOVER $530 $530.00 CUST. TOTAL...... 530 530.00 02494 DOW CHEMICAL COMPANY TRAFFIC 922 BLDG MI MIDLAND $7,408 $7,408.00 00972 DOW CHEMICAL COMPANY INTERPLANT FREIGHT PAYAB TX FREEPORT 1,530 $1,530.00
JOB-RCPMO5 FNR 5/02/93 CO-CODE: 6 AGED ACCOUNTS RECEIVABLE ENDING DATE 5/01/93 PAGE #11 S.C. TOTAL CUST.# CUSTOMER ADDRESS ST. CITY 0-TO-30 31-TO-60 61-TO-90 OVER-90 BAL. DUE 24470 DOW CHEMICAL COMPANY INBOUND ACCOUTNS PAYABLE TX FREEPORT CUST. TOTAL...... 8,938 $335 $335.00 335 $9,273.00 24110 DOW CORNING CORPORATION P O BOX 0998 MI MIDLAND $750 $840 $750.00 23740 DOW CORNING CORPORATION 2918 PATERSON ST BLDG 3 NC GREENSBORO 840 $840.00 CUST. TOTAL...... 750 1,590.00 12054 DREW CHEMICAL COMPANY ONE DREW CHEMICAL PLAZA NJ BOONTON $4,112 $4,112.80 CUST. TOTAL...... 4,112 4,112.80 89650 DUPONT OF CANADA LTD P O BOX 2020 STREETSVILL ON MISSISSAUGA $121 $121.90 CUST. TOTAL...... 121 121.90 00908 DUPREE TRANSPORT P O BOX 708 LA OPELOUSAS $170 $170.00 CUST. TOTAL...... 170 170.00 74971 E C MORRIS CORP 201 DUADRAL DRIVE OH WADSWORTH $140 $140.00 CUST. TOTAL...... 140 140.00 75850 E I DUPONT BOD BUILDING RM 1600 DE WILMINGTON $659- $200 $460 $1,376 $1,376.81 85378 E I DUPONT 1007 MARKET STREET DE WILMINGTON $357 $768 $955 $2,081.61 85547 E I DUPONT BRANDYWINE BUILDING B-16 DE WILMINGTON $805 $805.60 89975 E I DUPONT CONCORD PLAZA/QUILLEN B DE WILMINGTON $2,760 $2,020 $4,780.00 24960 E I DUPONT P O BOX 1378 KY LOUISVILLE $811 $811.25 28965 E I DUPONT P O BOX 2042 NC CAPE FEAR $130 $440 $570.00 29015 E I DUPONT P O BOX 800 NC KINSTON $145 $280 $425.00 65042 E I DUPONT P O BOX 2042 NC WILMINGTON $3,030 $3,030.00 25080 E I DUPONT NORTH REPAUN0 AVE NJ GIBBSTOWN $1,413 $332- $1,080.64 87053 E I DUPONT P O BOX 631 TN OLD HICKORY $3,986 $26 $4,013.16 51276 E I DUPONT OLD BLOOMINGTON RD TX VICTORIA $160 $160.00 08944 E I DUPONT P O BOX 4000 VAN FRONT ROYAL $1,790 $38 $1,828.40 25917 E I DUPONT 091 WEST DUPONT AVENUE WV BELLE $40 $40.00 83574 E I DUPONT 901 W DUPONT AVE WV BELLE $265 $265.00 CUST. TOTAL...... 7,380 6,829 4,073 2,984 21,267.47 07113 E J MEYERS COMPANY INC P O BOX 200 IL SUMMIT $20 $300 $760 $1,080.00 76375 E J MEYERS COMPANY INC 2201 6TH AVENUE WV CHARLESTON $204 $204.39 53649 E J MEYERS COMPANY INC WV SAINT ALBANS $227- $227.90- CUST. TOTAL...... $20 $300 736 1,056.49 85991 EAGLE TRANSPORT P O BOX 19844 NC GREENSBORO $250 $250.00 CUST. TOTAL...... 250 250.00 71924 EAST FALLS CORPORATION P O BOX 1032 PA FRAZER $227 $227.80 CUST. TOTAL...... 227 227.80 80965 EASTERN ELECTRIC 9059 RIVER ROAD NJ PENNSAUKEN $77 $77.04 CUST. TOTAL...... 77 77.04 02233 ECOFF TRUCKING P O BOX 1815 FL AUBURNDALE $317 $317.50 77047 ECOFF TRUCKING 2316 W 167TH STREET IL MARKHAM $198 $95 $293.00 09826 ECOFF TRUCKING 6169 WEST 300 NORTH IL GREENFILED $948 $482 $1,430.00 CUST. TOTAL...... 198 948 894 2,040.50
JOB-RCPMO5 FNR 5/02/93 CO-CODE: 6 AGED ACCOUNTS RECEIVABLE ENDING DATE 5/01/93 PAGE #12 S.C. TOTAL CUST.# CUSTOMER ADDRESS ST. CITY 0-TO-30 31-TO-60 61-TO-90 OVER-90 BAL. DUE 83717 ECOTRON TRANSPORTATION I 6981 PROMWAY N W OH N CANTON $245 $245.00 CUST. TOTAL...... 245 245.00 07244 EDWAR I MEYERS PO BOX D IL SUMMIT $470 $470.00 CUST.TOTAL...... 470 470.00 26312 ELF ATOCHEM THREE PARKWAY PA PHILADELPHIA $820 $2,440 $3,702 $6,962.50 74672 ELF ATOCHEM THREE PARKWAY PA PHILADELPHIA $78 $78.00 78878 ELF ATOCHEM THREE PARKWAY PA PHILADELPHIA $180 $180.00 00155 ELF ATOCHEM 2231 HADEN ROAD TX HOUSTON $320 $320.00 CUST. TOTAL...... 320 820 2,440 3,960 7,540.50 87383 ENSI 194 AVE L NJ NEWARK $169 $169.60 CUST. TOTAL...... 169 169.60 02234 ENTERPRISE TRANSPORTATIO P O BOX 336 LA BREAUX BRIDGE $123- $123.05- 28737 ENTERPRISE TRANSPORTATIO P O BOX 648 LA PORT ALLEN $1,570 $1,570.40 52740 ENTERPRISE TRANSPORTATIO P O BOX 509 TX BAYTOWN $137 $314 $452.40 05205 ENTERPRISE TRANSPORTATIO P O BOX 20176 TX BEAUMONT $813 $813.80 06089 ENTERPRISE TRANSPORTATIO P O BOX M TX FREEPORT $320 $320.00 05426 ENTERPRISE TRANSPORTATIO P O BOX 4324 TX HOUSTON $1,576 $197 $1,773.80 00239 ENTERPRISE TRANSPORTATIO P O DRAWER M TX TEXAS CITY $458 $243 $701.40 CUST. TOTAL...... 4,876 314 317 5,508.75 75943 ENTRANCO INC 6171 WEST 300 NORTH IN GREENFIELD $870 $870.50 CUST. TOTAL...... 870 870.50 07330 ENVIRONMENTAL OIL PO BOX 315 NY SYRACUSE $183 $183.81 CUST. TOTAL...... 183 183.81 84688 ENVIRONMENTAL PRODUCTS & PORT OF ALBANY NY ALBANY $172 $495 $667.84 CUST. TOTAL...... 172 495 667.84 79087 ENVIRONMENTAL TRANSPORTS PO BOX 1127 LA MARRERO $235 $235.00 CUST. TOTAL...... 235 235.00 05677 ERICKSON TRANSPORT 2255 NORTH PACKER MO SPRINGFIELD $6,253 $1,930 $158- $8,025.98 19426 ERICKSON TRANSPORT PO BOX 10068 GS MO SPRINGFIELD $5,453 $2,769 $1,716 $9,938.35 CUST. TOTAL...... 11,706 4,699 158- 1,716 17,964.33 75505 ESCO TRANSPORTATION 3925 OLD GALRIESTON TX HOUSTON $160 $160 $160 $2,593 $3,073.00 CUST. TOTAL...... 160 160 160 2,593 3,073.00 01041 EUROTAINER 580 HOWARD AVE NJ SOMERSET $660 $660.00 CUST. TOTAL...... 660 660.00 81394 EXPRESS TANK 2301 S CLINE IN SCHERERVILLE $1,027 $909 $362 $1,422 $3,720.00 CUST. TOTAL...... 1,027 909 362 1,422 3,720.00 10386 EXXON CHEMICAL AMERICAS 63 SELBY ROAD ON BRAMPTON $227 $227.37 CUST. TOTAL...... 227 227.37
JOB-RCPMO5 FNR 5/02/93 CO-CODE: 6 AGED ACCOUNTS RECEIVABLE ENDING DATE 5/01/93 PAGE #13 S.C. TOTAL CUST.# CUSTOMER ADDRESS ST. CITY 0-TO-30 31-TO-60 61-TO-90 OVER-90 BAL. DUE 79984 EXXON CHEMICAL COMPANY 3825 PLAZA TOWER DRIVE LA BATON ROUGE $1,370 $1,370.00 CUST. TOTAL...... 1,370 1,370.00 05676 EXXON COMPANY U S A 250 E 22ND STREET NJ BAYONNE $287 $287.30 CUST. TOTAL...... 287 287.30 OVER-365-DAYS...9,516 *** A TO E *** 214,732 78,406 22,102 91,387 406,629.90 05210 F M C CORPORATION 440 N 9TH STREET KS LAWRENCE $200 $200.00 CUST. TOTAL...... 200 200.00 60049 FANCHEM LTD 1141 SERVICE ROAD WEST ON OAKVILLE $88 $88.56 CUST. TOTAL...... 88 88.56 32035 FERRO CORPORATION 7050 KRICK ROAD DH BEDFORD $479 $479.65 CUST. TOTAL...... 479 479.65 06477 FLEET TRANSPORT 2200 MICHIGAN AVE AL MOBILE $8 $2,335 $2,343.83 70352 FLEET TRANSPORT P O BOX 031605 AL TUSCALOOSA $2,286 $2,286.85 28410 FLEET TRANSPORT 1830 E 21ST STREET E FL JACKSONVILLE $6 $498 $505.23 69059 FLEET TRANSPORT 2046 SHERMAN AVE FL PANAMA CITY $1,123 $1,123.42 73636 FLEET TRANSPORT P O BOX 1100 GA ALBANY $98 $98.80 00851 FLEET TRANSPORT P O BOX 13429 GA ATLANTA $1,115 $1,115.53 01745 FLEET TRANSPORT P O BOX 5538 GA AUGUSTA $444 $444.41 55731 FLEET TRANSPORT 1201 CEDAR STREET GA BRUNSWICK $349 $349.79 68708 FLEET TRANSPORT 6639 MACON RD GA COLUMBUS $2,553 $2,553.70 04099 FLEET TRANSPORT P O BOX 902 GA SAVANNAH $183 $183.28 80304 FLEET TRANSPORT 12000 S DOTY AVE IL CHICAGO $180 $180.83 76000 FLEET TRANSPORT 3147 W CHAIN-A ROCK RD IL GRANITE CITY $863 $863.50 81728 FLEET TRANSPORT 3710 HIGHWAY 111 IL PONTOON BEACH $309 $309.77 02810 FLEET TRANSPORT P O BOX 675 KY CATLETTSBURG $6,577 $6,577.42 68173 FLEET TRANSPORT 17135 RONALD DRIVE LA PRAIRIEVILLE $17,185 $17,185.79 80107 FLEET TRANSPORT 6852 GREENWOOD ROAD LA SHREVEPORT $448 $448.00 02809 FLEET TRANSPORT 809 EAST SOUTH STREET MD FREDERICK $2,749 $2,749.05 77511 FLEET TRANSPORT PO BOX 60537 NC CHARLOTTE $151 $858 $1,009.58 81434 FLEET TRANSPORT P O BOX 19775 NC GREENSBORO $2,215 $3,540 $5,756.26 50551 FLEET TRANSPORT P O BOX 748 NC LEXINGTON $989 $989.29 26326 FLEET TRANSPORT P O DRAWER 79 NC PAW CREEK $4,721 $4,721.52 75941 FLEET TRANSPORT P O BOX 2597 NC WILMINGTON $522 $1,529 $2,052.30 68594 FLEET TRANSPORT P O BOX 4001 SUITE 317 NJ MATAWAN $243 $243.75 57533 FLEET TRANSPORT ROUTE 1 BOX 371A OH BELPRE $93 $93.28 00529 FLEET TRANSPORT P O BOX L PA PARKER $2,091 $2,091.08 50114 FLEET TRANSPORT 1823 HARMON STREET SC CHARLESTON $1,496 $1,496.29 67039 FLEET TRANSPORT P O BOX 871 SC GREER $122 $122.50 10024 FLEET TRANSPORT PELICAN DRIVE TN CHATTANOOGA $2,187 $2,187.88 71342 FLEET TRANSPORT 1450 CHANNEL AVE TN MEMPHIS $2,131 $2,131.00 23562 FLEET TRANSPORT P O BOX 90885 TN NASHVILLE $943 $943.52 51367 FLEET TRANSPORT 17700 BEAUMONT HIGHWAY TX HOUSTON $2,356 $2,356.45 01744 FLEET TRANSPORT 515 DINWIDDIE AVENUE VA RICHMOND $1,088 $1,088.28 CUST. TOTAL...... 2,889 8 6 63,698 66,602.18 89926 FLEXIBLE FLYER 2010 S BELTLINE SC COLUMBIA $320 $320.00 CUST. TOTAL...... 320 320.00
JOB - RCPMO5 FNR 5/02/93 CO-CODE: 6 AGED ACCOUNTS RECEIVABLE ENDING-DATE 5/01/93 PAGE# 14 S.C. CUST # CUSTOMER ADDRESS ST CITY 0-TO-30 31-TO-60 61-TO-90 OVER-90 TOTAL BAL-DUE 09701 FLORIDA ROCK & TANK LINE P O BOX 4667 FL JACKSONVILLE $737 $737.54 57047 FLORIDA ROCK & TANK LINE 5827 N DAVIS HIGHWAY FL PENSACOLA $450 $450.00 09597 FLORIDA ROCK & TANK LINE 1814 CARMICHAEL RD GA AUGUSTA $445 $445.20 80320 FLORIDA ROCK & TANK LINE P O BOX 7738 GA SAVANNAH $643 $643.60 CUST. TOTAL... 1,826 450 2,276.34 09075 FOODLINER INCORPORATED P O BOX 578 WI SHULLSBURG $725 $725.00 CUST. TOTAL... 725 725.00 67419 FORT TRANSFER P O BOX 457 IL MORTON $1,378 $435 $1,813.50 CUST. TOTAL... 1,378 435 1813.50 59571 FREEHOLD CARTAGE INCORPO P O BOX 5010 NJ FREEHOLD $576 $576.72 CUST. TOTAL... 576 576.72 51235 FREEPORT TRANSPORT 1200 BUTLER ROAD PA FREEPORT $180- $180.20- CUST. TOTAL... 180- $180.20- 02811 FRIENDSHIP TRANSPORT 4508 B WEST MARKET ST NC GREENSBORO $67 $67.50 CUST. TOTAL... 67 67.50 03082 FRONTIER TANK CENTER 3800 CONGRESS PKWY OH RICHFIELD $225- $165 $60.00- CUST. TOTAL... 225- 165 $60.00- 77273 FRONTIER TRAILER SALES P O BOX 460 OH RICHFIELD $385 $385.00 CUST. TOTAL... 385 385.00 84701 FRUEHAUF CORPORATION 3944 DUNCAN MO SAINT LOUIS $188 $235 $247 $357 $1,027.75 55732 FRUEHAUF CORPORATION 2800 WEST 7TH WV N CHARLESTON $201 $201.03 CUST. TOTAL... 188 235 247 558 1228.78 08071 G A F CORPORATION KREMLIN ROAD WI PEMBINE $62 $62.50 CUST. TOTAL... 62 62.50 04170 G S ROBINS & COMPANY 126 CHOUTEAU AVENUE MO SAINT LOUIS $555 $220 $775.00 CUST. TOTAL... 555 220 775.00 10051 GANNON G M COMPANY INC 3134 POST ROAD RI WARWICK $318 $318.00 CUST. TOTAL... 318 318.00 52568 GAST FUEL & SERVICES INC P O BOX 902 IN WARSAW $175 $175.00 CUST. TOTAL... 175 175.00 50033 GATEWAY TERMINAL FOOT OF LAFAYTTE STREET NJ CARTERET $43 $43.87 CUST. TOTAL... 43 43.87 89990 GENERAL CAR & TRUCK LIN 1689 DAVE CYLE BLVD SC ROCK HILL $300 $300.00 89299 GENERAL CAR & TRUCK LEAS 450 W 76TH ST IA DAVENPORT $315 $315.00 CUST. TOTAL... 615 615.00 32710 GENERAL CHEMICAL CORP 6300 PHILADELPHIA PIKE DE CLAYMONT $259 $259.70 CUST. TOTAL... 259 259.70
JOB - RCPMO5 FNR 5/02/93 CO-CODE: 6 AGED ACCOUNTS RECEIVABLE ENDING-DATE 5/01/93 PAGE# 15 S.C. CUST # CUSTOMER ADDRESS ST CITY 0-TO-30 31-TO-60 61-TO-90 OVER-90 TOTAL BAL-DUE 24573 GENERAL DYNAMICS CORP P O BOX 949 CT GROTON $200 $200.00 CUST. TOTAL... 200 200.00 33220 GENERAL ELECTRIC COMPANY P O BOX 2369 MA PITTSFIELD $52 $52.00 81276 GENERAL ELECTRIC COMPANY P O BOX 2719 MA PITTSFIELD $350- $208 $2,981- $3,123.00- 89461 GENERAL ELECTRIC COMPANY SILICON PROD DEPT BLDG NY WATERFORD $5,221 $6,864 $4,349 $16,435.00 CUST. TOTAL... 4,871 6,864 4,609 2,981- 13,364.00 33320 GENERAL ELECTRIC PLASTIC ONE NORYL AVENUE NY SELKIRK $149 $149.00 CUST. TOTAL... 149 149.00 82673 GENOVA INC P O BOX 386 NJ WILLIAMSTOWN $1,918 $1,918.51 CUST. TOTAL... $1,918 1,918.51 34140 GEORGIA PACIFIC CORP BOX 68/CHEMICAL DIV NC CONWAY $144 $144.72 CUST. TOTAL... 144 144.72 07499 GLESS BROTHERS P O BOX 219 IA BLUE GRASS $1,173 $1,173.86 CUST. TOTAL... 1,173 1,173.86 89816 GLOBAL SPILL MANAGEMENT P O BOX 1200 PA VALLEY FORGE $238 $238.50 CUST. TOTAL... 238 238.50 71000 GOLD BOND BLDG PRODUCTS INDUSTRIAL DRIVE NH MANCHESTER $128 $128.26 CUST. TOTAL... 128 128.26 19319 GORSKI BULK TRANSPORT 5400 WALKER ROAD ON OLDCASTLE $450 $225 $290 $965.92 CUST. TOTAL... 450 225 290 965.92 60911 GRACE LOGISTICS SERVICES P O BOX 24999 SC GREENVILLE $6,956 $1,162 $8,118.36 CUST. TOTAL... 6,956 1,162 8,118.36 00571 GREAT AMERICAN FOOD SALE NJ SOMERSET $356 $604 $90 $1,050.00 CUST. TOTAL... 356 604 90 1,050.00 89834 GREAT DANE TRAILERS INC 5231 WEST BEAVER STREET FL JACKSONVILLE $250 $250.00 CUST. TOTAL... 250 250.00 35610 GREAT LAKES CHEMICAL CO P O BOX 1878 AR EL DORADO $305 $145 $450.00 CUST. TOTAL... 305 145 450.00 80559 GREAT LAKES ENVIORNMENTAL 2077 MOUND ROAD MI WARREN $88 $88.56 CUST. TOTAL... 88 88.56 62508 GREAT LAKES TERM TRANS P O BOX 361 IL ARGO $115- $115.00- 115- 115.00- 52741 GRIFF JONES TRANSPORT 177 OLD CHURCHMANS ROAD DE NEW CASTLE $492 $2,736 $3,229.78 65723 GRIFF JONES TRANSPORT 180 FOREST HILLS DR SC SPARTANBURG $3,541 $3,177 $3,159 $2,762 $12,639.00 CUST. TOTAL... 3,541 3,177 3,651 5,498 15,868.78 82568 GRIFFITH OIL COMPANY 475 SOLAR STREET NY SYRACUSE $48 $48.15 CUST. TOTAL... 48 48.15
JOB - RCPMO5 FNR 5/02/93 CO-CODE: 6 AGED ACCOUNTS RECEIVABLE ENDING-DATE 5/01/93 PAGE# 16 S.C. CUST # CUSTOMER ADDRESS ST CITY 0-TO-30 31-TO-60 61-TO-90 OVER-90 TOTAL BAL-DUE 28411 GROENDYKE TANK LINES P O BOX 888 TX BROWNSVILLE $5,975 $7,753 $160 $13,888.60 04040 GROENDYKE TANK LINES P O BOX 7329 TX LONGVIEW $227 $227.00 CUST. TOTAL... 6,202 7,753 160 14,115.60 89647 GRUMMAN ALLIED-LLV DIV RD 1 BOX 441 PA MONTGOMERY $20,850 $20,850.20 CUST. TOTAL... 20,850 20,850.20 74521 GUARDSMAN PRODUCTS INC 145 DIVIDEND ROAD CT ROCKY HILL $550 $550.00 CUST. TOTAL... 550 550.00 52149 H B FULLER COMPANY 12110 HARLAND DR GA COVINGTON $480 $21 $501.20 CUST. TOTAL... 480 21 501.20 86736 H C I GEORGIA INC 11 PIEDMONT CENTER GA ATLANTA $331 $331.00 CUST. TOTAL... 331 331.00 82002 H G ANDERSON TRUCK CORP P O BOX 742 NY RENSSELAER $568 $304 $244 $264 $1,380.90 CUST. TOTAL... 568 304 244 264 1,380.90 36420 HALL CHEMICAL COMPANY GUNTERSVILLE HIGHWAY AL ARAB $600 $600.00 CUST. TOTAL... 600 600.00 72251 HAMPSHIRE CHEMICAL 400 GEORGIA AVE TX DEER PARK $872 $872.44 CUST. TOTAL... 872 $ 872.44 17073 HAMPSHIRE CHEMICAL CORP 739 BATTLEGROUND ROAD TX DEER PARK $168 $168.00 CUST. TOTAL... 168 168.00 10758 HAPAG-LLOYD CONTAINER LI P O BOX 8879 GA SAVANNAH 200 $200.00 CUST. TOTAL... 200 200.00 61031 HARMAC TRANSPORTATION 2695 14TH AVENUE ON MARKHAM $234 $234.36 CUST. TOTAL... 234 234.36 04550 HAWK TRANSPORTATION SERV P O BOX 4967 NH MANCHESTER $859 $280 $137- $1,002.91 CUST. TOTAL... 859 280 137- 1,002.91 89191 HCI CHEMTECH DISTRIBUTION 139 E SOPER STREET MO ST LOUIS $140 $130 $168 $180 $618.75 CUST. TOTAL... 140 130 168 180 618.75 83010 HEIL COMPANY P O BOX 3386 TN KNOXVILLE $250 $250.00 CUST. TOTAL... 250 250.00 76997 HEIL TANK SERVICE 3808 BELLS LANE KY LOUISVILLE $65 $65.00 CUST. TOTAL... 65 65.00 83066 HEIL TRADING COMPANY 3808 BELLS LANE KY LOUISVILLE $310 $310.00 CUST. TOTAL... 310 310.00 64033 HENKEL CORP P O BOX 7044 NC CHARLOTTE $630 $630.00 58024 HENKEL CORP P O BOX 818019 OH CLEVELEND $164 $164.00 50176 HENKEL CORP 300 BROOKSIDE AVENUE PA AMBLER $270- $270.40- CUST. TOTAL... 794 $270- 523.60
JOB - RCPMO5 FNR 5/02/93 CO-CODE: 6 AGED ACCOUNTS RECEIVABLE ENDING-DATE 5/01/93 PAGE# 17 S.C. CUST # CUSTOMER ADDRESS ST CITY 0-TO-30 31-TO-60 61-TO-90 OVER-90 TOTAL BAL-DUE 04725 HENKEL CORPORATION 25817 CLAWITER ROAD CA HAYWARD $2,093 $2,093.00 CUST. TOTAL... 2,093 2,093.00 88285 HENKEL TEXTILE CHEMICAL 11709 FRUHAUF DRIVE NC CHARLOTTE $125 $125.99 CUST. TOTAL... 125 125.99 16884 HERCULES INCORPORATED P O BOX 1027 MI KALAMAZOO $7,744 $590 $630 $630- $8,334.74 60030 HERCULES INCORPORATED 411 HERCULES DRIVE MI PARCHMENT $1,190 $1,190.00 CUST. TOTAL... 8,934 590 630 630- 9,524.74 77189 HERMAN BORTHERS INC 2565 ST MARYS AVE NE OMAHA $210 $210.00 78504 HERMAN BORTHERS INC P O BOX 1460 OK PRYOR $384 $384.00 CUST. TOTAL... 594 594.00 08432 HEVI DUTY ELECTRIC CO P O BOX 268 NC GOLDSBORO $140- $140.00- CUST. TOTAL... 140- 140.00- 38920 HIGH POINT CHEMICAL CORP 255 BEDDINGTON STREET NC HIGH POINT $814 $814.00 CUST. TOTAL... 814 814.00 75111 HIGHWAY PIPELINE SENS ROAD TX LA PORTE $215 $215.00 CUST. TOTAL... 215 215.00 64409 HIGHWAY TRANSPORT INC LA HAHNVILLE $1,337- $1,337.50- 85679 HIGHWAY TRANSPORT INC ROUTE 130 NJ PEDRICKTOWN $649 $649.49 18008 HIGHWAY TRANSPORT INC C/O QUALLAWASH SERVICES PA EXTON $23,132 $252 $23,384.36 87087 HIGHWAY TRANSPORT INC 1917 POLYMER DRIVE TN CHATTANOOGA $129 $129.30 87891 HIGHWAY TRANSPORT INC P O BOX 50068 TN KNOXVILLE $169 $169.75 CUST. TOTAL... 23,132 136- 22,995.40 14790 HOECHST CELANESE CORP 2850 CHERRY ROAD SC ROCK HILL $115 $115.00 CUST. TOTAL... 115 115.00 73164 HOFFMEIER P O BOX 3667 OK TULSA $200- $200.00- CUST. TOTAL... 200- 200.00- 09739 HOLLY TRANSPORTATION 3155 ALBRECHT AVENUE OH AKRON $5,130 $5 $190- $4,945.00 CUST. TOTAL... 5,130 5 190- 4,945.00 01724 HOLTRA CHEMICAL INC 159 BODEN LANE MA NATICK $130 $130.00 CUST. TOTAL... 130 130.00 84826 HOOVER GROUP INC 2001 WESTSIDE PKWY GA ALPHARETTA $6,000 $6,000.00 CUST. TOTAL... 6,000 6,000.00 90118 HORNER EQUIPMENT COMPANY 400 NORTH 14TH STREET MI SAGINAW $135 $135.00 CUST. TOTAL... 135 135.00 82253 HOT Z TRANSPORT COMPANY 4309 OLD CAVE SPRING ROA VA ROANOKE $190 $190.80 CUST. TOTAL... 190 $190.80 83109 HOUSTON TANK TRAILER INC 223 EAST REPUBLIC AVE TX BAYTOWN $1,322 $1,840 $1,830 $200- $4,792.50 CUST. TOTAL 1,322 1,840 1,830 200- 4,792.50
JOB - RCPMO5 FNR 5/02/93 CO-CODE: 6 AGED ACCOUNTS RECEIVABLE ENDING-DATE 5/01/93 PAGE# 18 S.C. CUST # CUSTOMER ADDRESS ST CITY 0-TO-30 31-TO-60 61-TO-90 OVER-90 TOTAL BAL-DUE 81778 HOWELL CHEMICAL CO 1201 SOUTH SHELDON ROAD TX CHANNELVIEW $328 $155 $483.00 CUST. TOTAL 328 155 483.00 74413 HOWELL HYDROCARBONS P O BOX 429 TX CHANNELVIEW $215 $215.00 CUST. TOTAL 215 215.00 17750 HOYER USA INCORPORATED 136 CENTRAL AVENUE NJ CLARK $273 $364 $637.86 78703 HOYER USA INCORPORATED 2 NORTH POINT RD TX HOUSTON $1,543 $1,543.10 CUST. TOTAL 273 1,907 2,180.96 83866 HURRICANE TANK WASH 11000 BEAUMONT HWY TX HOUSTON $1,300 $1,300.00 CUST. TOTAL 1,300 1,300.00 60147 ICI AMERICAS INC MANTUA GROVE RD NJ W DEPTFORD $7,807 $3,387 $11,195.72 CUST. TOTAL 7,807 3,387 11,195.72 78186 IDAHO MILK TRANSPORTING P O BOX 795 IO BURLEY $405 $195 $600.00 CUST. TOTAL 405 195 600.00 40255 IFF 600 STATE HIGHWAY 36 NJ HAZLET $269- $269.64- CUST. TOTAL 269- 269.64- 05446 IMPERIAL WEST CHEMICAL C 1701 WILBUR AVENUE CA ANTIOCH $625 $625.00 CUST. TOTAL 625 625.00 07245 INDIAN RIVER TRANSPORT P O BOX 2119 FL WINTER HAVEN $1,177 $1,177.00 CUST. TOTAL 1,177 1,177.00 52295 INFINGER TRANSPORTATION P O 70898 SC CHARLESTON $2,447 $1,162 $95 $3,704.50 CUST. TOTAL 2,447 1,162 95 3,704.50 87464 INK COMPANY MARPAX INC DBA SC SPARTANBURG $830 $720 $1,550.00 CUST. TOTAL 830 720 1,550.00 33920 INLAND ROME INC 238 MAYS BRIDGE ROAD GA ROME $143 $143.00 CUST. TOTAL 143 143.00 74110 INTERFLOW USA 363 N SAM HOUSTON PKWY E TX HOUSTON $1,201 $1,180 $2,381.65 CUST. TOTAL 1,201 1,180 2,381.65 64466 INTERNATIONAL CONTAINER 66 YORK STREET NJ JERSEY CITY $487 $1,027 $1,616 $1,975 $5,106.45 CUST. TOTAL 487 1,027 1,616 1,975 5,106.45 04579 INTERPLASTICS CORPORATION P O BOX 1108 OK PRYOR $191 $120 $311.00 CUST. TOTAL 191 120 311.00 58104 INTERPOLYMER CORP 7501 DISTRIBUTION DRIVE KY LOUISVILLE $130 $52 $182.53 CUST. TOTAL 130 52 182.53 74498 INTERSTATE CHEMICAL CO 2797 FREEDLAND ROAD PA HERMITAGE $940 $940.80 CUST. TOTAL 940 940.80
JOB - RCPMO5 FNR 5/02/93 CO-CODE: 6 AGED ACCOUNTS RECEIVABLE ENDING-DATE 5/01/93 PAGE# 19 S.C. CUST # CUSTOMER ADDRESS ST CITY 0-TO-30 31-TO-60 61-TO-90 OVER-90 TOTAL BAL-DUE 55429 IREDELL MILK TRANSPORTAT P O BOX 1318 NC MOORESVILLE $130 $130.00 CUST. TOTAL 130 130.00 81204 IRON HORSE EQUIP CORP P O DRAWER R CA ADELANTO $70 $70.00 CUST. TOTAL 70 70.00 00562 IVAX INDUSTRIES P O BOX 10027 SC ROCK HILL $1,080 $445 $1,525.00 CUST. TOTAL 1,080 445 1,525.00 73566 J & M 1215 A BANKHEAD HWY AL BIRMINGHAM $93- $93.00- CUST. TOTAL 93- 93.00- 81698 J & M TANK LINES RT 1 BOX 5 GA AMERICUS $1,327 $1,327.00 CUST. TOTAL 1,327 1,327.00 54622 J P HUNT P O BOX 130 AR LOWELL $140 $140.00 CUST. TOTAL 140 140.00 88217 J P VOJT 201 SPRINGBROOK TRAIL NJ SPARTA $153 $153.70 CUST. TOTAL 153 153.70 63564 JARRELL TRANSPORT P O DRAWER 1117 LA BASTROP $4,320 $4,624 $1,980 $10,924.00 CUST. TOTAL 4,320 4,624 1,980 10,924.00 05169 JOHNSON & JOHNSON P O BOX 67 PR LAS PIEDRAS $700- $700.00- CUST. TOTAL 700- 700.00- 51286 JOHNSRUD TRANSPORT INC P O BOX 8069 IA DES MOINES $50 $50 89344 JOHNSRUD TRANSPORT INC 200 SE 34TH ST IA DES MOINES $1,279 1,279 CUST. TOTAL 1,279 50 1,329 00977 JONES CHEMICAL COMPANY RIVER ROAD NY WARWICK $339 $106 $445.20 CUST. TOTAL 339 106 445.20 63078 K & D INDUSTRIES WEST 2109 OLMSTEAD ROAD MI KALAMAZOO $683 $460 $1,143.00 CUST. TOTAL 683 460 1,143.00 81273 K & D OF OHIO INC 270 9TH AVE OH MANSFIELD $430 $140 $172- $397.50 CUST. TOTAL 430 140 172- 397.50 70211 K & W TRUCKING 35219 16TH AVE SOUTH WA FEDERAL WAY $90- $90.10- CUST. TOTAL 90- 90.10- 00507 KALEX CHEMICAL PRODUCTS 235 GARDNER AVENUE NY BROOKLYN $23 $23.85 CUST. TOTAL 23 23.85 01408 KAW TRANSPORT CO P O BOX 11240 MO KANSAS CITY $807 $807.76 55936 KAW TRANSPORT CO MO PLEASANT VLY $132- $132.85- CUST. TOTAL 807 132- 674.91 05543 KENAN TRANSPORT P O BOX 659 NC WILMINGTON $1,522 $490 $2,012.50 CUST. TOTAL 1,522 490 2,012.50
JOB - RCPMO5 FNR 5/02/93 CO-CODE: 6 AGED ACCOUNTS RECEIVABLE ENDING-DATE 5/01/93 PAGE# 20 S.C. CUST # CUSTOMER ADDRESS ST CITY 0-TO-30 31-TO-60 61-TO-90 OVER-90 TOTAL BAL-DUE 87694 KINGS FUEL P O BOX 838 NY TROY $465 $465.48 CUST. TOTAL 465 465.48 88916 KIRK LINES ATTN HENRY YORDAN FL MIAMI $440 $440.00 CUST. TOTAL 440 440.00 43450 KLEEN BRITE LABORATORIES P O BOX 20408 NY ROCHESTER $1,018 $1,018.18 CUST. TOTAL 1,018 1,018.18 82006 KOCH SERVICE INC P O BOX 1227 NC LELAND $1,200 $75 $75- $1,200.00 02714 KOCH SERVICE INC P O BOX 10347 TX CORPUS CHRISTI $243 $243.00 CUST. TOTAL 1,443 75 75- 1,443.00 72828 KOCH SERVICE INCORPORATED P O BOX 6326 TX BEAUMONT $904- $904.22- 57738 KOCH SERVICE INCORPORATED P O BOX 889 TX MONT BELVIEU $200 $200 $400.00 CUST. TOTAL 200 200 904- 504.22- 60406 KOCH SERVICES INCORPORAT P O BOX 377 IA W LIBERTY $215 $215.00 89060 KOCH SERVICES INCORPORAT P O BOX 839 LA JENNINGS $220 $220.00 CUST. TOTAL 220 215 435.00 87336 KRAFT FOODS INCORPORATED 710 N MATHIS ST IL CHAMPAIGN $115 $115.00 CUST. TOTAL 115 115.00 83410 KRAMER CHEMICAL 555 ROUTE 1 SOUTH NJ ISELIN $171 $171.20 CUST. TOTAL 171 171.20 54109 KUHNLE BROS INC 3375 ROCHESTER ROAD NY LAKEVILLE $322 $567 $889.92 CUST. TOTAL 322 567 889.92 50552 KUNHLE P O BOX 375 OH NEWBURY $321 330 $651.84 CUST. TOTAL 321 330 651.84 71773 L & B TRANSPORT CO 624 HWY 190 WEST LA PORT ALLEN $1,602 $1,602.50 CUST. TOTAL 1,602 1,602.50 51233 LACYS EXPRESS P O BOX 130 NJ PEDRICKTOWN $1,591 $21- $1,570.24 CUST. TOTAL 1,591 21- 1,570.24 78334 LAID LAW INVIRONMENTAL P O BOX 321 SC ROEBUCK $265 $155 $420.00 CUST. TOTAL 265 155 420.00 02139 LAIDLAW ENVIRONMENTAL IN ROUTE 11 BOX 3 NC REIDSVILLE $400 $70- $330.00 CUST. TOTAL 400 40- 330.00 00857 LANGER TRANSPORT ROUTE 440 & DANFORTH AVE NJ JERSEY CITY $6,887 $2,170 $8,017 $17,075.36 CUST. TOTAL 6,887 2,170 8,017 17,075.36 79886 LARSON INTERMODAL P O BOX 45 TX GALENA PARK $1,356 $3,210 $1,785 $5,063 $11,415.00 CUST. TOTAL 1,356 3,210 1,785 5,063 11,415.00 83707 LAWSON TRUCKING P O BOX 250350 AL MONTGOMERY $110 110.00 CUST. TOTAL 110 110.00
JOB - RCPMO5 FNR 5/02/93 CO-CODE: 6 AGED ACCOUNTS RECEIVABLE ENDING-DATE 5/01/93 PAGE# 21 S.C. CUST # CUSTOMER ADDRESS ST CITY 0-TO-30 31-TO-60 61-TO-90 OVER-90 TOTAL BAL-DUE 50554 LEASEWAY 500 W 138TH ST IL RIVERDALE $255 $255.11 57898 LEASEWAY P O BOX 60537 NC CHARLOTTE $225 $225.20 54620 LEASEWAY 3801 23RD ST SO W OH CANTON $10 $625 $635.77 69879 LEASEWAY 3260 VALLEYVIEW DRIVE OH COLUMBUS $206- 206.70- CUST. TOTAL 10 899 909.38 89061 LEE-WAY TRUCKING P O BOX 386 WY THERMOPOLIS $175 $175.00 CUST. TOTAL 175 175.00 03948 LEESER TRANSPORTATION ROUTE 3 HIGHWAY 61 S MO PALMYRA $675 $675.00 CUST. TOTAL 675 675.00 65847 LES TRANSPORTS PROVOST 7887 GRENACHE ST PQ VILLE D ANJOU $834 $288 $162- $961.50 CUST. TOTAL 834 288 162 961.50 28412 LESCHACO INCORPORATED RTS 1 & 9 S & INTNL WAY NJ NEWARK $1,283 $521 $250 $2,243 $4,297.00 00615 LESCHACO INCORPORATED 8552 KATY FREEWAY/SUITE TX HOUSTON $777 $1,006 $178 $6,151 $8,113.10 74319 LESCHACO INCORPORATED 8552 KATY FREEWAY TX HOUSTON $413 $413.10 24869 LESCHACO INCORPORATED 5711 SOUTH LABURNUM AVE VA RICHMOND $156 $156.60 CUST. TOTAL 2,060 1,527 428 8,964 12,979.80 77346 LEVY TRANSPORT 258 RUE COMMERCIAL PQ ST HENRI $204 $204.12 CUST. TOTAL 204 204.12 52017 LEWIS TRANSPORT P O BOX 345 KY COLUMBIA $160- $160.00- CUST. TOTAL... 160- 160.00- 47010 LILLY & COMPANY 1991 NOLTE DR NJ PAULSBORO $551 $551.20 CUST. TOTAL... 551 551.20 10026 LINDEN BULK TRANSPORT 464 TRIMLEY POINT ROAD NJ LINDEN $265 $265.00 CUST. TOTAL... 265 265.00 60039 LINDSEY MOTOR EXPRESS SOUTHSIDE RIVER RAIL INC OH CINCINNATI $3,175 $750 $3,925.00 CUST. TOTAL... 3,175 750 3,925.00 08240 LIQUID CARGO INCORPORATE P O BOX 482 NJ KEARNY $847 $404 $62 $1,314.81 09964 LIQUID CARGO INCORPORATE 1272 LOUGAR STREET ON SARNIA $175 $175.00 CUST. TOTAL... 1,022 404 62 1,489.81 87585 LIQUID TRANSPORT LTC 1331 BARCELONA DRIVE SC GREENVILLE $635 $845 $465 $1,946.40 CUST. TOTAL... 635 845 465 1,946.40 28790 LIQUID TRANSPORT CORP 6171W 300N IN GREENFIELD $5,362 $3,240 $14 $85 $8,702.23 76379 LIQUID TRANSPORT CORP P O BOX 57 IN NEW SALISBURY $178 $16 $195.24 89328 LIQUID TRANSPORT CORP P O BOX 179 NJ CARTERET $139 $139.32 82642 LIQUID TRANSPORT CORP P O BOX 467 OH BELPRE $1,407 $119 $14- $313 $1,825.37 58330 LIQUID TRANSPORT CORP 6426 DIXIE HIGHWAY OH FAIRFIELD $135 $135.00 58202 LIQUID TRANSPORT CORP P O BOX 10119 WV CHARLESTON $576 $156 $732.75 CUST. TOTAL... 7,480 3,538 138 571 11,729.91 65906 LIQUID TRANSPORTERS INC P O BOX 273 IL CHANNAHON $244 $2,827 $3,071.54
JOB - RCPMO5 FNR 5/02/93 CO-CODE: 6 AGED ACCOUNTS RECEIVABLE ENDING-DATE 5/01/93 PAGE# 22 S.C. CUST # CUSTOMER ADDRESS ST CITY 0-TO-30 31-TO-60 61-TO-90 OVER-90 TOTAL BAL-DUE 51103 LIQUID TRANSPORTERS INC P O BOX 1649 KY ASHLAND $2,303 $2,303.58 53487 LIQUID TRANSPORTERS INC STAR ROUTE 1 KY BRANDENBURG $707 $707.45 25997 LIQUID TRANSPORTERS INC 1292 FERN VALLEY ROAD KY LOUISVILLE $139 $139.26 69027 LIQUID TRANSPORTERS INC 3710 CANE RUN RD KY LOUISVILLE 43,429 $535 $145 $10,146 $14,255.48 25743 LIQUID TRANSPORTERS INC 1622 PARKER DRIVE NC CHARLOTTE $2,949 $60 $3,009.00 50954 LIQUID TRANSPORTERS INC 210 ESSEX AVE EAST NJ AVENEL $1,357 $168 $90 $1,615.90 09598 LIQUID TRANSPORTERS INC ROUTE 51 & PITTSBURGH AV PA CORAOPOLIS $1,360 $1,360.80 07702 LIQUID TRANSPORTERS INC 900 PINEVILLE RD TN CHATTANOOGA $222 $222.60 00813 LIQUID TRANSPORTERS INC 1415 PENN CITY RD TX HOUSTON $6,629 $6,629.38 82247 LIQUID TRANSPORTERS INC 1415 PENN CITY RD TX HOUSTON $886 $886.56 CUST. TOTAL... 7,735 947 145 25,373 34,201.55 74197 LLOYD TRANSPORT P O BOX 129 WI PLEASANT PRAIR $1,672 $266 $310 $2,248.56 CUST. TOTAL... 1,672 266 310 2,248.56 05534 LONZA INC 17-17 ROUTE 203 NJ FAIR LAWN $332 $576 $909.25 CUST. TOTAL... 332 576 909.25 59294 LUCKEY TRUCKING INC R R 5 IL STREATOR $154 $130- $24.00 CUST. TOTAL... 154 130- 24.00 61521 M N BOYCHUK STONE CO HIGHWAY 22 WEST NJ SPRINGFIELD $43 $43.20 CUST. TOTAL... 43 43.20 84110 MAIN BROS OIL CO PO BOX 11029 NY ALBANY $160 $160.92 CUST. TOTAL... 160 160.92 66765 MANFREDI 14965 SLOVER CA FONTANA $192 $192.40 71763 MANFREDI 7254 MR HOLLY ROAD NC CHARLOTTE $300- $300.00- 06485 MANFREDI SAWMILL PARKWAY OH HURON $423 $423.36 02216 MANFREDI 11250 KINGSMAN ROAD OH NEWBURY $376 $801 $1,178.17 26683 MANFREDI 14841 SPERRY ROAD OH NEWBURY $811 $375 $1,186.00 CUST. TOTAL... 1,611 801 267 2,679.93 88555 MANFREDI MOTOR TRANSIT 5560 BRENTLINGER DR OH DAYTON $207 $207.36 CUST. TOTAL... 207 207.36 52575 MARCOTTE FARMS INC 1752 N 12000 E ROAD IL MOMENCE $3,991 $70 $4,061.73 CUST. TOTAL... 3,991 70 4061.73 73161 MASON DIXON TANK LINES 210 ESSEX AVE NJ AVENEL $734 $734.26 CUST. TOTAL... 734 734.26 27182 MATLACK INC AL SARALAND $2,115- $2,115.85- 78731 MATLACK INC P O BOX 1791 DE WILMINGTON $2,461 $2,461.56 68107 MATLACK INC 2700 BUCKMAN STREET FL JACKSONVILLE $147 $120 $240- $27.00 51707 MATLACK INC 5530 EXPORT BLVD GA GARDEN CITY $2,756 $316 $464 $125- $3,411.75 82545 MATLACK INC 5530 EXPORT BLVD GA GARDEN CITY $189 $189.00 27183 MATLACK INC 1025 COMMERCE ROD BOX 94 GA MORROW $790 $790.50 02813 MATLACK INC 13925 SOUTH KEELER IL CRESTWOOD $167 $167.00 02545 MATLACK INC P O BOX 701 IN WESTVILLE $1,020 $1,020.00 08246 MATLACK INC P O BOX 5 KY CALVERT CITY $315 $315.00
JOB - RCPMO5 FNR 5/02/93 CO-CODE: 6 AGED ACCOUNTS RECEIVABLE ENDING-DATE 5/01/93 PAGE# 23 S.C. CUST # CUSTOMER ADDRESS ST CITY 0-TO-30 31-TO-60 61-TO-90 OVER-90 TOTAL BAL-DUE 07500 MATLACK INC 4107 BELLS LANE KY LOUISVILLE $362 $362.00 50932 MATLACK INC P O BOX 486 LA GONZALES $230 $230.00 03855 MATLACK INC 145 WOODLAND DR LA LA PLACE $1,096 $395 $25 $1,516.40 52571 MATLACK INC 145 WOODLAND DR LA LA PLACE $720 $720.00 87163 MATLACK INC 3822 HWY 1 NORTH LA PORT ALLEN $480 $158 $635.00 03628 MATLACK INC 339 BLISS STREET MA W SPRINGFIELD $2,007 $217 $338 $2,562.92 78995 MATLACK INC 406 RR AVENUE MD FEDERALSBURG $313 $172 $485.50 74992 MATLACK INC 709 EAST MAIN ST MO PALMYRA $80- $80.00- 52297 MATLACK INC 139 E SOPER STREET MO SAINT LOUIS $365 $180 $336 $881.25 81655 MATLACK INC 6041 I-55 SOUTH MS JACKSON $180 $120 $300.00 02544 MATLACK INC 7254 MT HOLLY RD NC CHARLOTTE $2,154 $300 $423- $2,031.60 81663 MATLACK INC 608 DUNN RD NC FAYETTEVILLE $233 $233.00 05096 MATLACK INC 519 PATTON AVENUE NC GREESNBORO $651 $206 $857.00 52220 MATLACK INC 57 RANDOLPH AVENUE NJ AVENEL $145 $207 $215 $567.50 52746 MATLACK INC FOOT E 2ND STREET NJ BAYONNE $1,212 $405 $65 $321 $2,004.63 78211 MATLACK INC 1558 FIRESTONE PARKWAY OH AKRON $1,895 $378 $415 $2,688.93 51374 MATLACK INC 1120 WYANOKE STREET OH IRONTON $195 $195.00 53569 MATLACK INC 7431 YOUNGTOWN & CONN RD OH KINSMAN $455 $10 $465.43 53568 MATLACK INC 8070 HARDING HWY OH LIMA $830 $830.00 52995 MATLACK INC 5745 N RIDGE ROAD OH N MADISON $185 $185.00 59573 MATLACK INC 8101 NORTH EAST 11TH AVE OR PORTLAND $170 $170.00 08551 MATLACK INC IMPERIAL DRIVE PA BENSALEM $190 $190.00 50555 MATLACK INC 103 1/5 KENDALL AVE PA BRADFORD $183 $183.00 06834 MATLACK INC 2895 NEVILLE ROAD PA PITTSBURGH $405 $405.85 09945 MATLACK INC 1647 KING STREET EXTENSI SC CHARLESTON $1,023 $242 $693 $1,959.25 01754 MATLACK INC P O BOX 619 SC FAIRFOREST $5,795 $598 $890 $7,283.50 07513 MATLACK INC P O BOX 619 SC SPARTANBURG $155 $155.00 55434 MATLACK INC 1901 ROSSVILLE AVENUE TN CHATTANOOGA $1,058 $227 $337 $1,622.73 07704 MATLACK INC P O BOX 13165 TN MEMPHIS $120 $167 $287.50 62575 MATLACK INC 1509 ELMHILL PIKE TN NASHVILLE $170 $170.00 27821 MATLACK INC 6365 WASHINGTON BLVD TX BEAUMONT $22 $194- $171.38- 80501 MATLACK INC 404 FM 646 TX DICKINSON $680 $205 $885.00 08248 MATLACK INC 7102 E HWY 332 TX FREEPORT $627 $705 $1,332.00 63184 MATLACK INC 7102 E HWY 332 TX FREEPORT $145 $145.00 28414 MATLACK INC ROUTE 2 & UNION STREET WV NEW MARTINSVIL $167 $167.50 73163 MATLACK INC PO BOX 735 WV NITRO $340 $340.00 CUST. TOTAL... 28,275 3,114 1,868 5,803 39,062.07 63567 MAXWELL TANK LINES R R #6 IL CHANNAHON $194 $801 $995.00 CUST. TOTAL... 194 801 995.00 06192 MC KENZIE TANK LINES INC P O BOX 13507 AL MOBILE $120 $120.00 56098 MC KENZIE TANK LINES INC P O BOX 460 LA HAHNVILLE $436 $436.80 79755 MC KENZIE TANK LINES INC 7327 OLD STATESVILLE RD NC CHARLOTTE $210 $210.60 54164 MC KENZIE TANK LINES INC 11500 CHOATE RD TX PASADENA $1,009 $724 $1,690 $3,423.00 CUST. TOTAL... 1,656 844 1,690 4,190.40 69847 MC NULTY BULK TRANSPORT ROUTE 291 & STEWART AVE PA ESSINGTON $10- $10.90- CUST. TOTAL... 10- 10.90- 85359 MC TANK TRANSPORT 8555 N GILMORE OH FAIRFIELD, BU $250 $250.00 CUST. TOTAL... 250 250.00
JOB - RCPMO5 FNR 5/02/93 CO-CODE: 6 AGED ACCOUNTS RECEIVABLE ENDING-DATE 5/01/93 PAGE# 24 S.C. CUST # CUSTOMER ADDRESS ST CITY 0-TO-30 31-TO-60 61-TO-90 OVER-90 TOTAL BAL-DUE 88506 MCILVAINE TRUCKING INC 7556 CLEVELAND RD OH WOOSTER $1,475 $1,475.60 CUST. TOTAL... 88346 MCKENZIE TANK LINES INC P O BOX 100 GA ORCHARD HILL $760 $760.00 CUST. TOTAL... 760 760.00 82684 MID WEST SERVICE INC 2250 E 15TH AVE IN GARY $350 $350.00 CUST. TOTAL... 350 350.00 81842 MIDLAND ENVIORNMENTAL SE 416 BURGESS ST MI MIDLAND $5- $5.20- CUST. TOTAL... 5- 5.20- 09841 MILES INC MOBAY ROAD PA PITTSBURGH $5,587 $3,313 $7,740 $25,631 $42,272.12 53100 MILES INC MOBAY ROAD PA PITTSBURGH $139 $139.13 80311 MILES INC PA PITTSBURGH $139 $139.13 85980 MILES INC BOX 10288/BUSHY PARK PLT SC CHARLESTON $374 $45 $161 $580.50 77812 MILES INC 8500 WEST BAY RD TX BAYTOWN $7,675 $7,250 $1,175 $8,154 $24,254.50 CUST. TOTAL... 13,637 10,608 8,915 34,225 67,385.38 57048 MILKY WAY TRANSPORT CO P O BOX 9266 MO SPRINGFIELD $80 $80.00 CUST. TOTAL... 80 80.00 63315 MILLER TRANSPORT 2300 NABORS RD S W AL BIRMINGHAM $330 $330.00 02814 MILLER TRANSPORT P O BOX 2106 AL MOBILE $1,070 $135 $196- $1,009.35 09204 MILLER TRANSPORT 5800 21ST STREET AL TUSCALOOSA $666 $666.30 03083 MILLER TRANSPORT P O BOX 1392 AR EL DORADO $227 $428 $655.00 61995 MILLER TRANSPORT 1321 S JACKSON AR MAGNOLIA $559 $147 $706.05 55544 MILLER TRANSPORT 232 TIE PLANT LANE AR N LITTLE ROCK $578 $578.00 04042 MILLER TRANSPORT P O BOX 7708 GA SAVANNAH $693 $889 $1,583.25 76377 MILLER TRANSPORT 700 E 120TH STREET IL CHICAGO $217 $227 $445.20 57632 MILLER TRANSPORT 7088 GREEWELL SPRING RD LA BATON ROUGE $624 $1,232 $305 $1,005 $3,166.10 02503 MILLER TRANSPORT P O BOX 15488 MS HATTIESBURG $357 $357.00 26634 MILLER TRANSPORT P O BOX 1123 MS JACKSON $2,085 $375 $1,354 $3,815.21 67420 MILLER TRANSPORT P O BOX 768 MS MERIDIAN $265 $265.00 88414 MILLER TRANSPORT 291-B DUKES RD SC ORANGEBURG $654 $654.50 01867 MILLER TRANSPORT 2000 CHANNEL AVENUE TN MEMPHIS $1,786 $980 $2,766.00 59863 MILLER TRANSPORT 5643 OLD MILLINGTON RD TN MEMPHIS $238 $238.00 28774 MILLER TRANSPORT 4640 WASHINGTON BLVD TX BEAUMONT $1,040 $135 $334 $189 $1,698.00 04043 MILLER TRANSPORT P O BOX 388 TX CHANNELVIEW $452 $452.00 50700 MILLER TRANSPORT P O BOX 607 WV NITRO $570 $570.00 CUST. TOTAL... 11,010 4,970 639 3,334 19,954.96 08251 MILLER TRANSPORTERS 15855 WOOD DR TX CHANNELVIEW $1,153 $1,203 $435- $1,921.87 CUST. TOTAL... 1,153 1,203 435- 1,921.87 01755 MISSION PETROLEUM P O BOX 87788 TX HOUSTON $529- $529.06- CUST. TOTAL... 529- 529.06- 28194 MISSISSIPPI CHEMICAL COR LA BOSSIER CITY $461- $461.44- 60036 MISSISSIPPI CHEMICAL EXP P O BOX 6176 LA BOSSIER CITY $3,712 $675 $4,387.92 88039 MISSISSIPPI CHEMICAL EXP P O BOX 361 WV KENOVA $2,738 $2,738.42 CUST. TOTAL... 6,450 213 6,664.90
JOB - RCPMO5 FNR 5/02/93 CO-CODE: 6 AGED ACCOUNTS RECEIVABLE ENDING-DATE 5/01/93 PAGE# 25 S.C. CUST # CUSTOMER ADDRESS ST CITY 0-TO-30 31-TO-60 61-TO-90 OVER-90 TOTAL BAL-DUE 89568 MOBIL CHEMICAL CORPORATIONP O BOX 3140 NJ EDISON $1,491 $1,491.95 CUST. TOTAL... 1,491 1,491.95 02847 MOBIL OIL CORPORATION 134 FORBES AVENUE CT NEW HAVEN $155 $155.00 15086 MOBIL OIL CORPORATION P O BOX 839 PA VALLEY FORGE $1,156 $1,156.06 CUST. TOTAL... 155 1,156 1,311.06 15016 MONSANTO COMPANY 1610 MARVIN GRIFFIN RD GA AUGUSTA $1,278 $1,278.41 53490 MONSANTO COMPANY P O BOX 17627 MO SAINT LOUIS $2,250 $2,250.00 58407 MONSANTO COMPANY P O BOX 14307 MO SAINT LOUIS $7- $7.05- CUST. TOTAL... 1,278 2,250 7- 3,521.36 87131 MONTGOMERY INTERMODAL 71 W UWCHLAN AVE PA EXTON $190 $190.00 CUST. TOTAL... 190 190.00 74738 MONTGOMERY TANK LINES DE NEW CASTLE $550- $550.25- 54110 MONTGOMERY TANK LINES 3108 CENTRAL DRIVE FL PLANT CITY $1,012 24,660 $25,673.01 85268 MONTGOMERY TANK LINES 3108 CENTRAL DRIVE FL PLANT CITY $2,610 $95 $329 $803 $3,837.84 71525 MONTGOMERY TANK LINES GA LAKE CITY $968- $968.24- 27823 MONTGOMERY TANK LINES IL CHICAGO $179- $179.35- 25615 MONTGOMERY TANK LINES P O BOX 465 IL SUMMIT $734 $734.85 01758 MONTGOMERY TANK LINES IN GARY $168- $168.80- 73639 MONTGOMERY TANK LINES LA AMA $385- $385.20- 87390 MONTGOMERY TANK LINES 2020 MULBERRY RD NC CONCORD $879 $879.00 78844 MONTGOMERY TANK LINES 622 1/2 W WATERLOO ROAD OH AKRON $3,805 $3,805.35 59866 MONTGOMERY TANK LINES OH CINCINNATI $73- $73.85- 75849 MONTGOMERY TANK LINES OH IRONTON $63 $63.60 75827 MONTGOMERY TANK LINES OH UNIONTOWN $263- $263.75- 51708 MONTGOMERY TANK LINES PA GROVETON $148- $148.50- 50455 MONTGOMERY TANK LINES PA PARKER $50- $50.35- 76378 MONTGOMERY TANK LINES TN CHATTANOOGA $248 $248.04 72711 MONTGOMERY TANK LINES TX FREEPORT $613 $613.79 CUST. TOTAL... 4,501 95 329 28,141 33,067.19 87944 MONTGOMERY TRUCK LINES 3091 APPLEBEE LANE ON BURLINGTON $412 $102 $515.10 CUST. TOTAL... 412 102 515.10 66682 MONTGOMERY/QUALITY CARRI P O BOX 485 WV NITRO $19 $19.20 CUST. TOTAL... 19 19.20 49495 MOONEY CHEMICAL INC TWO MILE RUN ROAD PA FRANKLIN $680 $680.50 CUST. TOTAL... 680 680.50 90200 MORETEX CHEMICAL COMPANY 314 W HENRY SC SPARTANBURG $190 $190.00 CUST. TOTAL... 190 190.00 06674 MORTON INT'L SPECIALITY 2700 EAST 170TH STREET IL LANSING $5,225 $5,225.00 CUST. TOTAL... 5,225 5,225.00 80936 MORTON INTERNATIONAL SPECIALTY CHEMICALS GROU OH ORRVILLE $185 $185.00 CUST. TOTAL... 185 185.00
JOB - RCPMO5 FNR 5/02/93 CO-CODE: 6 AGED ACCOUNTS RECEIVABLE ENDING-DATE 5/01/93 PAGE# 26 S.C. CUST # CUSTOMER ADDRESS ST CITY 0-TO-30 31-TO-60 61-TO-90 OVER-90 TOTAL BAL-DUE 09812 MR FRANK 4747 LINCOLN MALL DR IL MATTESON $516 $562 $231 $253 $1,562.00 CUST. TOTAL... 516 562 231 253 1,562.00 54670 NALCO CHEMICAL COMPANY 7356 GA HWY 54 GA JONESBORO $17,876 $17,876.00 21654 NALCO CHEMICAL COMPANY 1927 NOLTE DRIVE NJ PAULSBORO $7,931 $1,743 $9,675.43 54710 NALCO CHEMICAL COMPANY 7701 HIGHWAY 90-A TX SUGARLAND $4,105 $1,080 $5,185.00 CUST. TOTAL... 29,912 1,080 1,743 32,736.43 24270 NAPPI TRUCKING CORP P O BOX 510 NJ MATAWAN $307 $307 $614.80 CUST. TOTAL... 307 307 614.80 55880 NATIONAL STARCH & CHEM C P O BOX 197 IL MEREDOSIA $128 $128.70 00733 NATIONAL STARCH & CHEM C P O BOX 6500 NJ BRIDGEWATER $1,063 $1,063.04 CUST. TOTAL... 1,191 1,191.74 70043 NEW DIXIE TRANSPORTATION P O BOX 112 VA PROVIDENCE FOR $37- $37.10- CUST. TOTAL... 37- 37.10- 25616 NEW ENGLAND TRUCK SALES 114 SCHOOL GROUND ROAD CT BRANFORD $4,535 $4,535.40 CUST. TOTAL... 4,535 4,535.40 05560 NEW HAVEN TANK TERMINAL 30 WATERFRONT ST CT NEW HAVEN $155 $155.00 CUST. TOTAL... 155 155.00 75998 NILES CHEMICAL P O BOX 930 IN MISHAWAKA $620 $620.00 CUST. TOTAL... 620 620.00 75771 NIPPON EXPRESS 15402 E VANTAGE PKWY TX HOUSTON $350 $350.55 CUST. TOTAL... 350 350.55 84804 NORTH CANTON TRANSFER 2515 GREENSBURG RD OH N CANTON $20 $20.00 CUST. TOTAL... 20 20.00 57668 NORTRU INC 421 LYCASTE STREET MI DETROIT $967 $967.22 CUST. TOTAL... 967 967.22 60842 NOVA CHEM 7924 WRENWOOD BLVD LA BATON ROUGE $1,498 $635 $2,133.00 CUST. TOTAL... 1,498 635 2,133.00 61002 NOVACOR CHEMICALS INC C/O MERIDIAN TRAFFIC SVC MA BRAINTREE $140 $140.00 CUST. TOTAL... 140 140.00 07615 NUBULK P O BOX 56604 CA HAYWARD $1,860 $1,860.00 53963 NUBULK LAFAYETTE NJ CARTERET $602 $602.60 CUST. TOTAL... 2,462 2,462.60 74917 NUBULK SERVICES INC P O BOX 340 WV FOLLANSBEE $2,392 $2,392.69 CUST. TOTAL... 2,392 2,392.69 OVER-365-DAYS... 142,572 *** F TO N *** 271,905 97,697 31,422 223,288 624,314.73 65354 OAKLEY TRANSPORT 101 ABC CUTOFF RD FL LAKE WALES $2,820 $426 $3,246.07 CUST. TOTAL... 2,820 426 3,246.07
JOB-RCPMO5 FNR 5/02/93 CO-CODE: 6 A G E D A C C O U N T S R E C E I V A B L E ENDING-DATE 5/01/93 PAGE# 27 S.C. CUST.# CUSTOMER ADDRESS ST. CITY 0-TO-30 31-TO-60 61-TO-90 OVER-90 TOTAL BAL-DUE 82233 OBRIEN TRANSPORT INC 53 RIVER RD LA AMA $1,217 $1,217.07 CUST. TOTAL........ 1,217 1,217.07 38575 OCCIDENTAL CHEMICAL CORP 673 WALK ROAD NY N TONAWANDA $4,467 $192 $491 $5,150.00 24720 OCCIDENTAL CHEMICAL CORP PO BOX 344 NY NIAGARA FALLS $157 $212 $369.00 26303 OCCIDENTAL CHEMICAL CORP PO BOX 344 NY NIAGARA FALLS $1,011 $157 $354 $1,522.00 78706 OCCIDENTAL CHEMICAL CORP 5000 PACKARD RD NY NIAGARA FALLS $207 $207.36 82296 OCCIDENTAL CHEMICAL CORP 53RD & BUFFALO/BLDG E-3 NY NIAGARA FALLS $980 $980.00 89996 OCCIDENTAL CHEMICAL CORP DUREZ DIVISION NY NIAGARA FALLS $147 $147.96 07934 OCCIDENTAL CHEMICAL CORP PO BOX 809050 TX DALLAS $272 $192 $464.50 79815 OCCIDENTAL CHEMICAL CORP ALATHON POLYMERS DIVISIO TX WADSWORTH $160 $160.00 CUST. TOTAL........ 6,105 698 2,197 9,000.82 07687 ODYSSEY 18405 SOUTH MAIN CA GARDENA $220 220.00 73725 ODYSSEY 18405 SOUTH MAIN CA GARDENA $4,455 $4,455.00 CUST. TOTAL........ 4,675 4,675.00 26443 OHIO POLYCHEMICAL PO BOX 369004 OH COLUMBUS $1,314 $260 $ 25- $1,549.00 CUST. TOTAL........ 1,314 260 25- 1,549.00 82831 OLIN CORPORATION 120 LONG RIDGE RD CT STAMFORD $4,700 $690 $5,390.00 CUST. TOTAL 4,700 690 5,390.00 39570 OLIN HUNT SPECIALTY PROD IL ROLLING MEADOW $ 140- $140.00- CUST. TOTAL........ 140- 140.00- 05440 OMNI BULK SYSTEMS PO BOX 762 NJ HACKETTSTOWN $59- $59.40- CUST. TOTAL........ 59- 59.40- 61344 OPIES MILK HAULERS PO BOX 89 MO ELDON $749 $749.12 CUST. TOTAL........ 749 749.12 76295 ORIOLE CHEMICAL CARRIERS PO BOX 303 NJ KEASBEY $71- $ 71.02- CUST. TOTAL........ $71- 71.02- 55437 OVID TRUCKING 125 E OAK STREET MI OVID $165 $165.00 CUST. TOTAL........ 165 165.00 64997 OWINGS TRANSPORT PO BOX 477 DE TOWNSEND $1,079 $1,079.62 CUST. TOTAL........ 1,079 1,079.62 67080 OZINGA PROS INC 12843 S PULASKI ROAD IL ALSIP $192- $192.50- CUST. TOTAL........ 192- 192.50- 87607 P & R TANK LINES OF BALT 612 W PATAPSCO AVE MD BALTIMORE $185 $185.76 CUST. TOTAL........ 185 185.76 60640 P B & S CHEMICAL COMPANY PO BOX 20 KY HENDERSON $352 $352.45 05985 P B & S CHEMICAL COMPANY WV PROCTOR $291 $291.50 CUST. TOTAL........ 643 643.95 33970 P D GEORGE COMPANY PO BOX 66756 MO SAINT LOUIS $421 $421.20 CUST. TOTAL........ 421 421.20
JOB-RCPMO5 FNR 5/02/93 CO-CODE: 6 A G E D A C C O U N T S R E C E I V A B L E ENDING-DATE 5/01/93 PAGE# 28 S.C. CUST.# CUSTOMER ADDRESS ST. CITY 0-TO-30 31-TO-60 61-TO-90 OVER-90 TOTAL BAL-DUE 18500 P P G INDUSTRIES INC 4829 FAIRLAND ROAD OH BARBERTON $91- $91.75- CUST. TOTAL........ 91- 91.75- 05434 PASCO PRODUCTS PO BOX 2606 TN CLEVELAND $347 $347.79 CUST. TOTAL........ 347 347.79 90164 PEDRONI FUEL COMPANY WHEAT ROAD NJ VINELAND $418 $418.70 CUST. TOTAL........ 418 418.70 76845 PENCCO PO BOX 2567 TX CORPUS CHRISTI $405 $105- $300.00 CUST. TOTAL........ 405 105- 300.00 82640 PENN TANK LINES 653 SWEDESFORD ROAD PA MALVERN $283 $50 $333.55 90071 PENN TANK LINES PO BOX 7780-5049 PA PHILADELPHIA $153 $153.70 CUST. TOTAL........ 437 50 487.25 00536 PENTRON PO BOX 1809 SC SPARTANBURG $170 $170.00 03947 PENTRON 5200 NAVIGATION TX HOUSTON $412 $962 $1,374.00 CUST. TOTAL........ 170 412 962 1,544.00 51090 PENTRON INC 200 KING ROAD PA WEST CHESTER $879 $519 $420 $1,819.33 CUST. TOTAL........ 879 519 420 1,819.33 77387 PERFORMANCE POLIMERS CO PA TAYLOR $130 $130.00 CUST. TOTAL......... 130 130.00 89663 PERIDOT CHEMICAL CO PO BOX 5 SC CATAWBA $45 $45.00 CUST. TOTAL......... 45 45.00 60035 PETRO CHEMICAL PROCESS 515 LYCAST STREET MI DETROIT $177 $177.55 CUST. TOTAL........ 177 177.55 62388 PETRO-LUBE INC 10566 PLAZA DRIVE MI WHITMORE LAKE $184 $184.00 CUST. TOTAL........ 184 184.00 67218 PETROLITE CORPORATION 16010 BAKERSPOINT LANE TX HOUSTON $105 $105.00 CUST. TOTAL........ 105 105.00 51263 PIERCETON TRUCKING POX 233 IN LAKETON $100 $100.00 CUST. TOTAL........ 100 100.00 64380 PIONEER PLASTICS CORP PIONEER ROAD ME AUBURN $166 $204 $370.44 CUST. TOTAL........ 166 204 370.44 76226 POLSINELLO FUEL INC 49 RIVERSIDE AVE NY RENNSELAER $144 $144.72 CUST. TOTAL........ 144 144.72 72073 POPE TRANSPORT DRAWER 649 NC MOUNT OLIVE $120 $120.00 CUST. TOTAL........ 120 120.00 57051 PROVOST BULK TRANSPORT I 155 SMITH STREET NJ KEASBEY $190 $190.00 50772 PROVOST BULK TRANSPORTAT PO BOX 405 NJ KEASBEY $2,012 $612 $356 $2,981.62 CUST. TOTAL........ 2,202 612 356 3,171.62
JOB-RCPMO5 FNR 5/02/93 CO-CODE: 6 A G E D A C C O U N T S R E C E I V A B L E ENDING-DATE 5/01/93 PAGE# 29 S.C. CUST.# CUSTOMER ADDRESS ST. CITY 0-TO-30 31-TO-60 61-TO-90 OVER-90 TOTAL BAL-DUE 83705 PROVOST CARTAGE 1030 SALK ROAD ON PICKERING $1,238 $1,238.76 64301 PROVOST CARTAGE 893 CAMPBELL STREET ON SARNIA $123 $488 $611.00 63181 PROVOST CARTAGE 7887 GRENACHE PO MONTREAL $794 $520 $321- $992.70 CUST. TOTAL........ 2,155 488 520 321- 2,842.46 78431 PUERTO RICAN MARINE MNGM PO BOX 40044 FL JACKSONVILLE $30 $60 $90.00 02926 PUERTO RICAN MARINE MNGM PO BOX 10667 SC CHARLESTON $40 $40.00 CUST. TOTAL......... 30 60 40 130 01252 PUMP & TANK SHOP PO BOX 18156 NC GREENSBORO $475 $95- $380.00 CUST. TOTAL......... 475 95- 380.00 54965 PVS CHEMICALS INC 12260 S CARONDOLET AVE IL CHICAGO $115 $115.00 CUST. TOTAL........ 115 115.00 81876 QUALITY CARRIERS 3108 CENTRAL DRIVE FL PLANT CITY $220 $220.00 56179 QUALITY CARRIERS 53 RIVER ROAD LA AMA $169 $169.40 69613 QUALITY CARRIERS PO BOX 1371 MA BELCHERTOWN $253 $253.87 53780 QUALITY CARRIERS 159 WEST ERIE AVE PA PHILADELPHIA $2,877 $2,877.83 04287 QUALITY CARRIERS 2401 PEARL STREET TX HOUSTON $945 $945.00 25117 QUALITY CARRIERS PO BOX 186 WI PLEASANT PRAIR $1,511 $1,511.99 69044 QUALITY CARRIERS PO BOX 627 WV INWOOD $208 $208.82 CUST. TOTAL........ 6,186 6,186.91 82916 QUALITY TRANSPORT PO BOX 427 SC LAKE CITY $198- $198.00- CUST. TOTAL........ 198- 198.00- 84600 QUANTUM CHEMICAL CORP 300 DOREMUS AVE NJ NEWARK $240 $240.00 84610 QUANTUM CHEMICAL CORP PO BOX 429596 OH CINCINNATI $240 $240.00 CUST. TOTAL........ 480 480.00 81002 QUEENSWAY TANK LINES 151 REVERCHON PQ POINTE CLAIRE $238 $226 $464.77 CUST. TOTAL........ 238 226 464.77 55737 R J GUERRERA 51 ELM STREET CT NAUGATUCK $2,018 $2,018.00 CUST. TOTAL........ 2,018 2,018.00 80180 R WAYNE BOST TRUCKING IN PO BOX 5990 GA AUGUSTA $3,227 $217 $50 $3,494.90 52918 R WAYNE BOST TRUCKING IN 220 WEST RITCHIE ROAD NC SALISBURY $4,127 $1,167 $5,295.34 CUST. TOTAL........ 7,355 1,384 50 8,790.24 69317 RAY MOLDER CARRIER 3801 23RD STREET OH CANTON $1,385 $1,385.57 CUST. TOTAL........ 1,385 1,385.57 50944 REFINERS TRANSPORT 300 CORNELL DRIVE UNIT A DE WILMINGTON $4,475 $4,475.42 60038 REFINERS TRANSPORT PO BOX 4001 NJ MATAWAN $2,054 $2,054.94 80937 REFINERS TRANSPORT PO BOX 2041 OH HEATH $933 $933.91 64433 REFINERS TRANSPORT PO BOX 86-A PR #4 OH MARIETTA $1,710 $1,710.32 02762 REFINERS TRANSPORT 2706 LEFFERSON ROAD OH MIDDLETOWN $224 $224.20 09827 REFINERS TRANSPORT 2215 NAVARRE AVE OH OREGON $90 $90.00 00658 REFINERS TRANSPORT PO BOX 627 PA E BUTLER $1,796 $1,796.47 57532 REFINERS TRANSPORT BOX 273 PA OIL CITY $405 $405.18 CUST. TOTAL........ 11,690 11,690.44
JOB-RCPMO5 FNR 5/02/93 CO-CODE: 6 AGED ACCOUNTS RECEIVABLE ENDING-DATE 5/01/93 PAGE # 30 S.C. CUST# CUSTOMER ADDRESS ST. CITY 0-TO-30 31-TO-60 61-TO-90 OVER-90 TOTAL BAL-DUE 68450 REICHOLD CHEMICAL COMPAN 5203 HENDERSON ROAD AL TUSCALOOSA $917 $917.50 58675 REICHOLD CHEMICAL COMPAN 101 BLANCHARD STREET PQ STE THERESE $350 $350.96 CUST. TOTAL........... 1,268 1,168.46 4451 RENOSOL CORPORATION 505 HOOVER STREET MI FARWELL $660 $660.00 CUST. TOTAL........... 660 660.00 54787 RESEARCH SOLV & CHEM INC PO DRAWER 20200 AL BIRMINGHAM $285 $366- $81.48- CUST. TOTAL........... 285 366- 81.48- 80468 RESOURCE TRANSPORT RR 1 BOX 173 PA ROCHESTER MILL $324 $324.62 CUST. TOTAL........... 324 324.62 70889 RESOURCES TRANSPORTATION PO BOX 1914 TX DEER PARK $4,190 $190 $4,380.00 CUST. TOTAL........... 4,190 190 4,380.00 67701 RETECH CORPORATION PO BOX 388 LA SAINT GABRIEL $265 $265.00 CUST. TOTAL........... 265 265.00 9571 REYNOLDS METALS COMPANY 10 GATES ST SC GREENVILLE $70 $70.00 CUST. TOTAL........... 70 70.00 88747 REYNOLDS NATIONWIDE, INC PO BOX 588 OH LONDON, MA $345 $345.00 CUST. TOTAL........... 345 345.00 57972 RHONE POULENC CHEMICAL PO BOX 17600 MO SAINT LOUIS $113 $113.00 89938 RHONE POULENC CHEMICAL PROSPET PLAINS ROAD NJ CRANBURY $152 $152.00 70033 RHONE POULENC CHEMICAL 5900 NORTH HARRISON ST NJ PRICETON $0.00 69170 RHONE POULENC CHEMICAL 6213 HIGHWAY 332-E TX FREEPORT $9,225 $9,225.00 83868 RHONE POULENC CHEMICAL INTERNATIONAL BILLING TX FREEPORT $2,250 $225 $2,475.00 CUST. TOTAL........... 9,377 2,250 338 11,965.00 01000 RHONE POULENC SURFACTANT 3440 FAIRFIELD ROAD MD BALTIMORE $39 $39.46 CUST. TOTAL........... 39 39.46 90230 ROCHESTER CARTAGE MN ROCHESTER $60 $60.00 CUST. TOTAL........... 60 60.00 56725 RODGERS CARTAGE 59TH ST & ARCHER AVENUE IL SUMMIT $175 $175.00 77736 RODGERS CARTAGE 1302 FIFTH AVENUE IN ROBY $235 $235.00 CUST. TOTAL........... 175 235 410.00 09829 ROEDER CARTAGE CO INC 1979 N DIXIE OH LIMA $260 $260.00 CUST. TOTAL........... 260 260.00 73023 ROGERS CARTAGE RT 3 BOX 3118 GA AUBURN $159 $159.75 81631 ROGERS CARTAGE CEDAR CREEK RD GA WINDER $500 $500.00 71271 ROGERS CARTAGE 4428 MIDLOTHIAN TRNPK IL CRESTWOOD $1,294 $1,062 $91- $2,265.04 02763 ROGERS CARTAGE 3245 E EAMES ST IL JOLIET $465 $465.00 76684 ROGERS CARTAGE 1655 RICH ROAD IN RICHMOND $196 $196.10 85351 ROGERS CARTAGE 27007 FORT ST MI GIBRALTAR $190 $190.00 01833 ROGERS CARTAGE 210 WEST ALEXIS ROAD OH TOLEDO $195 $195.00
JOB-RCPMO5 FNR 5/02/93 CO-CODE: 6 AGED ACCOUNTS RECEIVABLE ENDING-DATE 5/01/93 PAGE # 31 S.C. CUST# CUSTOMER ADDRESS ST. CITY 0-TO-30 31-TO-60 61-TO-90 OVER-90 TOTAL BAL-DUE 55276 ROGERS CARTAGE 30-D BARCELONA DRIVE SC GREENVILLE $1,031 $955 $200 $2,186.00 CUST. TOTAL........... 3,290 2,403 463 6,156.89 80960 ROHM & HAAS COMPANY ATTN TRAN DEPT BLDG 60 PA PHILADELPHIA $226 $226.00 CUST. TOTAL........... 226 226.00 70170 ROLLINS ENVIRONMENTAL SE RT 322 & I-295 NJ BRIDGEPORT $287 $2,491 $2,778.82 CUST. TOTAL........... 287 2,491 2,778.82 26251 ROSS TRANSPORTATION 394 GILES ROAD OH GRAFTON $304 $304.75 CUST. TOTAL........... 304 304.75 77914 ROY BROTHERS INC 764 BOSTON ROAD MA BILLERICA $697 $697.84 CUST. TOTAL........... 697 697.84 09832 RUAN TRANSPORT BOX 855 IA DES MOINES $115 $115.00 60720 RUAN TRANSPORT 2721 INDUSTRIAL STREET WI WISCONSIN RAPI $1,555 $1,555.00 CUST. TOTAL........... 1,555 115 1,670.00 60028 RYDER BULK TRANS SERV 4025 COMMERCE AVENUE AL FAIRFIELD $360 $360.00 CUST. TOTAL........... 360 360.00 69661 RYDER TRUCK RENTAL PO BOX 1281 LA HAHNVILLE $171 $171.00 CUST. TOTAL........... 171 171.00 09740 S & J TRANSPORTATION CO US ROUTE 40 NJ WOODSTOWN $2,029 $285 $2,314.82 CUST. TOTAL........... 2,029 285 2,314.82 89333 S D MYERS 180 SOUTH AVE OH TALLMADGE $255 $255.00 CUST. TOTAL........... 255 255.00 51892 S D WARREN COMPANY R F D #3 ME SKOWHEGAN $372 $372.36 CUST. TOTAL........... 372 372.36 75092 S.E.T. ENVIRMENTAL 450 SUMAC IL WEELING $184 $150 $115 $449.00 CUST. TOTAL........... 184 150 115 449.00 76820 SAFETY KLEEN CORPORATION 11 TIPPING DRIVE CT BRANFORD $124 $124.00 02052 SAFETY KLEEN CORPORATION 777 BIG TIMBER ROAD IL ELGIN $113 $212 $325.00 CUST. TOTAL........... 237 212 449.00 90084 SANDERS OIL COMPANY PO BOX 70 MS LOUISVILLE $160 $160.00 CUST. TOTAL........... 160 160.00 17165 SANDOZ CHEMICALS CORP 4000 MONROE ROAD NC CHARLOTTE $95 $95.00 CUST. TOTAL........... 95 95.00 71900 SCHENECTADY INTERNATIONA CONGRESS ST & 10TH AVE NY SCHENECTADY $2,286 $260 $2,547.71 CUST. TOTAL........... 2,286 260 2,547.71 25415 SCHNEIDER NATIONAL PO BOX 2500 WI GREEN BAY $14,709 $1,626 $55- $16,280.40 57504 SCHNEIDER NATIONAL PO BOX 2700 WI GREEN BAY $2,507 $215 $2,722.74
JOB-RCPMO5 FNR 5/02/93 CO-CODE: 6 AGED ACCOUNTS RECEIVABLE ENDING-DATE 5/01/93 PAGE # 32 S.C. CUST# CUSTOMER ADDRESS ST. CITY 0-TO-30 31-TO-60 61-TO-90 OVER-90 TOTAL BAL-DUE 73387 SCHNEIDER NATIONAL PO BOX 2500 WI GREEN BAY $6,130 $1,012 $31 $195 $7,369.62 CUST. TOTAL........... 23,347 2,638 31 355 26,372.76 88358 SCHNEIDER TANKLINES INC 410 W 19TH STREET LA RESERVE $605 $161 $766.00 CUST. TOTAL........... 605 161 766.00 80710 SCHWERMAN TRUCKING 400 FREEMAN AVE VA CHESAPEAKE $329 $329.40 CUST. TOTAL........... 329 329.40 22115 SCHWERMAN TRUCKING CO PO BOX 5556 GA AUGUSTA $635 $400 $1,035.00 82058 SCHWERMAN TRUCKING CO 205 LISSNER AVE GA SAVANNAH $2,311 $180 $115 $2,376.92 06193 SCHWERMAN TRUCKING CO PO BOX 1601 WI MILWAUKEE $512 $180 $199- $493.38 26334 SCHWERMAN TRUCKING CO 611 S 28TH STREET WI MILWAUKEE $100- $100.05- CUST. TOTAL........... 3,459 760 414- 3,805.25 54734 SCIENTIC BRAKE PO BOX 840 MI SAGINAW $380 $380.00 CUST. TOTAL........... 380 380.00 72460 SEALAND SERVICE INC PO BOX 6020 NJ ELIZABETH $129 $129.00 CUST. TOTAL........... 129 129.00 73150 SENTRY PAINT TECHNOLOGIE 237 MILLSTREET PA DARBY $901 $292 $1,193.60 CUST. TOTAL........... 901 292 1,193.60 00455 SEVEN UP BOTTLING COMPAN 135 BAYLIS ROAD NY MELVILLE $143- $143.00- CUST. TOTAL........... 143- 143.00- 58860 SEYLLER TRANSPORTATION I 1301 INDUSTRIAL DRIVE IL ALGONQUIN $18,811 $10,776 $29,587.50 CUST. TOTAL........... 18,811 10,776 29,587.50 72452 SHELL OIL COMPANY PO BOX 2463 TX HOUSTON $432 $432.00 CUST. TOTAL........... 432 432.00 75632 SHENKERS INTL PO BOX 609 LA KENNER $21 $21.20 CUST. TOTAL........... 21 21.20 50706 SICO PA WILLOW STREET $70- $70.00- CUST. TOTAL........... 70- 70.00- 07255 SICOMAC CARRIERS 273 NEW ROAD NJ PARSIPPANY $145 $145.00 CUST. TOTAL........... 145 145.00 69751 SLAY TRANSPORTATION RT 3 & MONSANTO DR IL SAUGET $214 $214.00 28417 SLAY TRANSPORTATION 1441 HAMPTON AVE MO SAINT LOUIS $524 $95 $389 $1,008.48 72107 SLAY TRANSPORTATION 145 EAST HAZELWOOD AVE NJ RAHWAY $114 $114.49 88251 SLAY TRANSPORTATION 30 EAST BARCELONA DRIVE SC GREENVILLE $625 $659 $1,284.00 CUST. TOTAL........... 1,363 754 503 2,620.97 88715 SONOCO IBC 100 ALEX STREET GA LAVONIA $2,144 $2,144.00 CUST. TOTAL........... 2,144 2,144.00 76660 SOUTHCHEM INCORPORATED PO BOX 1491 NC DURHAM $2,351 $165 $60 $90 $2,666.12 CUST. TOTAL........... 2,351 165 60 90 2,666.12
JOB-RCPMO5 FNR 5/02/93 CO-CODE: 6 AGED ACCOUNTS RECEIVABLE ENDING-DATE 5/01/93 PAGE # 33 S.C. CUST# CUSTOMER ADDRESS ST. CITY 0-TO-30 31-TO-60 61-TO-90 OVER-90 TOTAL BAL-DUE 22924 SOUTHEASTERN ADHESIVES C 815-D VIRGINIA ST SW NC LENDIR $200 $200.00 CUST. TOTAL........... 200 200.00 85064 SOUTHERN BULK HAULERS PO BOX 278 SC HARLEYVILLE $135- $135.00- CUST. TOTAL........... 135- 135.00- 12689 SOUTHERN COATINGS & CHEW PO BOX 160 SC SUMTER $220 $220.00 CUST. TOTAL........... 220 220.00 64072 SOUTHERN LUBRICANTS PO BOX 50308 SC COLUMBIA $136 $136.00 CUST. TOTAL........... 136 136.00 52773 SPECIALIZED TANK SERVICE PO BOX 1727 TX LA PORTE $1,280 $1,160 $357 $160 $2,957.50 CUST. TOTAL........... 1,280 1,160 357 160 2,957.50 71337 SPRINTER SERVICES INC 3000 BROADWAY MI GRANDVILLE $769 $490 $1,259.00 CUST. TOTAL........... 769 490 1,259.00 90032 ST LOUIS COUNTY PARK & R 41 SOUTH CENTRAL AVE MO CLINTON $288 $288.00 CUST. TOTAL........... 288 288.00 05701 STAR CHEMICAL COMPANY 4360 SAN CARLOS DRIVE GA MACON $160 $160.00 CUST. TOTAL........... 160 160.00 89998 STEER TANK LINES INC PO BOX 1819 TX AMARILLO $259 $259.70 CUST. TOTAL........... 259 259.70 71534 STEPHENS ENTERPRIZE 796 BAY BRIDGE RD AL PRICHARD $15- $15.00- CUST. TOTAL........... 15- 15.00- 83616 STOLT NEILSON INC INTERNATIONAL BILLING NJ SOMERSET $200- $200.00- 57565 STOLT NEILSON INC INTERNATIONAL BILLING TX HOUSTON $365 $2,210 $2,575.00 CUST. TOTAL........... 365 2,010 2,375.00 67555 STOLT-NEILSON 285 DAVIDSON AVENUE NJ SOMERSET $12,051 $7,869 $11 $1,434 $21,366.50 59568 STOLT-NEILSON TX HOUSTON $175- $175.00- 89450 STOLT-NEILSON PO BOX 96438 TX HOUSTON $29,930 $29,930 $21,860 $81,540.00 CUST. TOTAL........... 41,801 37,799 21,871 1,259 102,731.50 51110 SUNDOWN EQUIPMENT 706 MONTEBEK ON MISSISSAUGA $185- $185.00- CUST. TOTAL........... 185- 185.00- 78634 SUNDOWN TANK LINES LTD PO BOX 147 ON MISSISSAUGA $414 $414.72 CUST. TOTAL........... 414 414.72 81364 SUPERIOR CARRIER 113 ETHAN ALLEN PKWY VT BENNINGTON $1,537 $1,231 $1,444 $2,913.84 CUST. TOTAL........... 1,537 1,231 144 2,913.84 85581 SUPERIOR CARRIERS 3938 GOSHEN INDUSTRIAL GA AUGUSTA $3,249 $3,128 $904 $160- $7,122.00 80326 SUPERIOR CARRIERS 2105 W 162ND STREET IL MARKHAM $752 $195 $339 $1,286.98 28524 SUPERIOR CARRIERS PO BOX 1200 ME PORTLAND $747 $1,809 $525 $225 $3,308.09 60397 SUPERIOR CARRIERS 6028 OLD MT HOLLY RD NC CHARLOTTE $468 $321 $120 $910.48
JOB-RCPMO5 FNR 5/02/93 CO-CODE: 6 AGED ACCOUNTS RECEIVABLE ENDING-DATE 5/01/93 PAGE # 34 S.C. CUST# CUSTOMER ADDRESS ST. CITY 0-TO-30 31-TO-60 61-TO-90 OVER-90 TOTAL BAL-DUE 85582 SUPERIOR CARRIERS 1071 BOULDER RD NC GREENSBORO $967 $1,058 $2,025.00 03029 SUPERIOR CARRIERS BERKSHIRE VALLEY ROAD NJ KENVIL $1,274 $1,908 $869 $845 $4,898.74 58699 SUPERIOR CARRIERS 4963 PROVIDENT DRIVE OH CINCINNATI $1,900 $1,694 $170 $7 $3,771.91 81427 SUPERIOR CARRIERS PO BOX 448 TN CHARLESTON $985 $1,341 $112 $2,440.28 70334 SUPERIOR CARRIERS 101 REGIONAL DR TN KINGSPORT $1,184 $1,224 $141 $12- $2,537.65 60029 SUPERIOR CARRIERS PO BOX 580 VA MARION $19,640 $23,286 $2,046 $601 $45,574.86 CUST. TOTAL........... 31,169 35,967 4,996 1,741 73,875.99 76241 SUPERIOR TANK TRAILER 1423 S WESTERN PARKWAY KY LOUISVILLE $130 $130.00 CUST. TOTAL........... 130 130.00 80250 SURPASS CHEMICAL CO. INC 1254 GROADWAY NY ALBANY $445 $445.20 CUST. TOTAL........... 445 445.20 88441 SUTTLE TRANSPORTATION PO BOX 428 MI GRAYLING $204 $204.12 CUST. TOTAL........... 204 204.12 57534 SUTTLES TRUCK LEASING PO BOX 129 AL DEMOPOLIS $10,101 $3,314 $13,415.73 58079 SUTTLES TRUCK LEASING IN 6725 WEST PIKE OH ZANESVILLE $475 $475.00 88724 SUTTLES TRUCK LEASING, I PO BOX 6686 GA ATLANTA $2,137 $669 $2,806.00 CUST. TOTAL........... 12,713 669 3,314 16,696.73 65023 SUTTONS INTL (N A) INC 25 S MAIN ST/SUITE 10 NJ EDISON $3,254 $1,984 $5,238.00 CUST. TOTAL........... 3,254 1,984 5,238.00 86775 SYNTECH 14822 HOPPER ROAD TX HOUSTON $945 $945.00 CUST. TOTAL........... 945 945.00 19853 T & T CHEMICAL COMPANY 101 NORTH PARK AVE AR EL DORADO $1,041 $1,041.71 CUST. TOTAL........... 1,041 1,041.71 56884 T D S I 36TH & MOORE STREETS PA PHILADELPHIA $307 $307.09 CUST. TOTAL........... 307 307.09 72544 TANK CLEANING SERVICES 1420 CLUMBUS AVE VA PORTSMOUTH $903 $903.80 CUST. TOTAL........... 903 903.80 00242 TANK TRUCK TRANSPORT 15 BRYDON DRIVE ON REXDALE $240 $240.00 82653 TANK TRUCK TRANSPORT 610 DIXON ROAD REXDALE ON REXDALE $223 $223.56 CUST. TOTAL........... 463 463.56 73007 TANKER TRANSPORT NORTH 16TH AVE WA YAKIMA $15- $15.00- CUST. TOTAL........... 15- 15.00- 67265 TECHNICAL PRODUCTS 3900 TUCKER AVENUE KY LOUISVILLE $166 $166.66 CUST. TOTAL........... 166 166.66 79753 TENNESSEE VALLEY PERFORM 2115 MANUFACTURERS RD TN DAYTON $264- $264.80- CUST. TOTAL........... 264- 264.80- 78847 TEXACO INT TRADERS INC 2723 YALE STREET TX HOUSTON $230 $163 $219 $77- $535.75 CUST. TOTAL........... 230 163 219 77- 535.75
JOB-RCPMO5 FNR 5/02/93 CO-CODE: 6 AGED ACCOUNTS RECEIVABLE ENDING-DATE 5/01/93 PAGE # 35 S.C. CUST# CUSTOMER ADDRESS ST. CITY 0-TO-30 31-TO-60 61-TO-90 OVER-90 TOTAL BAL-DUE 56940 TEXACO REF & MARKETING PO BOX 4785 TX HOUSTON $170 $170.00 79351 TEXACO REF & MARKETING PO BOX 4785 TX HOUSTON $310 $310.50 CUST. TOTAL........... 480 480.50 08256 THE GEO A RHEMAN CO INC 1069 LINCOLN AVE SC N CHARLESTON $3,997 $11 $4,008.75 CUST. TOTAL........... 3,997 11 4,008.75 63699 TIDEWATER TRANSIT PO BOX 189 NC KINSTON $125- $125.00- 55277 TIDEWATER TRANSIT PO BOX 2133 NC WILMINGTON $212 $225- $13.00- 77066 TIDEWATER TRANSIT 1045 TIDEWATER COURT TN KINGSPORT $145 $145.00 CUST. TOTAL........... 357 350- 7.00 87252 TIDEWATER TRANSPORT P.O BOX 870 SC COWPENS $1,630 $1,630.00 CUST. TOTAL........... 1,630 1,630.00 58084 TIONA PO BOX 90 MD BUTLER $361 $24- $336.80 CUST. TOTAL........... 361 24- 336.80 79551 TIPHOOK plc 1225 NORTH LOOP WEST TX HOUSTON $60 $60.00 CUST. TOTAL........... 60 60.00 85333 TITANK AGENCIES USA INC 4606 FM 1960 WEST TX HOUSTON $5,109 $2,077 $880 $3,147 $11,214.00 CUST. TOTAL........... 5,109 2,077 880 3,147 11,214.00 90245 TOBACCO CONTRACTOR 800 ASPHALT ROAD NC KINSTON $90 $90.00 CUST. TOTAL........... 90 90.00 86890 TOTAL DISTRIBUTION SERVI 106 EATONS NECK ROAD NY NORTHPORT $212 $212.00 CUST. TOTAL........... 212 212.00 71034 TOWNLEY PRODUCTS INC 2294 TRIPALDI WAY CA HAYWARD $74- $74.20- CUST. TOTAL........... 74- 74.20- 10686 TR-METRO CHEMICALS INC PO BOX 376 NJ RIDGEFIELD $101 $101.65 CUST. TOTAL........... 101 101.65 89336 TRANS ATLANTIC 48647 STREET-RT 285 OH CALDWELL $1,273 $1,273.06 CUST. TOTAL........... 1,273 1,273.06 73064 TRANS OCEAN TANK SERVICE 397-405 ARCHWAY RD EN LONDON $434 $141 $575.50 CUST. TOTAL........... 434 141 575.50 72328 TRANSPORT CO OF TEXAS 5503 AGNES STREET TX CORPUS CHRISTI $91 $91.60- CUST. TOTAL........... 91 91.60- 68201 TRANSPORT INC PO BOX 400 MN MOORHEAD $3,376 $1,090 4,466.50 CUST. TOTAL........... 3,376 1,090 4,466.50 80533 TRANSPORT SERVICE RT 3/SUITE A GA WINDER $297 $132 $429.52 88153 TRANSPORT SERVICE 751 TERY DRIVE IL JOLIET $169 $430 $196 $795.81 CUST. TOTAL........... 169 727 328 1,225.33
JOB-RCPMO5 FNR 5/02/93 CO-CODE: 6 AGED ACCOUNTS RECEIVABLE ENDING-DATE 5/01/93 PAGE # 36 S.C. CUST# CUSTOMER ADDRESS ST. CITY 0-TO-30 31-TO-60 61-TO-90 OVER-90 TOTAL BAL-DUE 28525 TRANSPORT SERVICE CO 5140 WEST 41ST STREET IL CHICAGO $2,226 $2,226.57 02820 TRANSPORT SERVICE CO 908 ELM STREET STE 101 IL HINSDALE $6,057 $6,859 $840 $2,396 $16,153.41 88051 TRANSPORT SERVICE CO 9312 SOUTH RIVER ROAD LA PLAQUEMINE $190 $190.50 58704 TRANSPORT SERVICE CO SALZBURG ROAD MI MIDLAND $137 $137.48 CUST. TOTAL........... 6,057 6,859 840 4,951 18,707.96 72212 TRANSPORT SERVICES 1949 VICTORIA STREET TX FREEPORT $172 $172.00 CUST. TOTAL........... 172 172.00 76769 TRANSPORT SERVICES CO PO BOX 511 TN LOUDON $202 $202.30 CUST. TOTAL........... 202 202.30 26636 TRI ALLWASTE 50-C CAVEN POINT AVENUE NJ JERSEY CITY $163 $163.38 CUST. TOTAL........... 163 163.38 70353 TRI COUNTY 3432 GEMBRIT CIRCLE MI KALAMAZOO $95 $95.00 CUST. TOTAL........... 95 95.00 88465 TRI TANK CO 115 FARRELL RD NY SYRACUSE $203 $203.30 CUST. TOTAL........... 203 203.30 86842 TRIMAC 3453 ENTERPRISE AVE CA HAYWARD $4,660 $900 $5,560.00 83939 TRIMAC 3710 CAVE RUN ROAD KY LOUISVILLE $135 $346 $909 $1,390.49 83812 TRIMAC CROWN POINT ROAD NJ PAULSBORO $426 $426.00 62273 TRIMAC PINEVILLE ROAD TN CHATTANOOGA $613 $200 $813.63 CUST. TOTAL........... 5,834 900 346 1,109 8,190.12 89941 TRIMAC #52 4025 COMMERCE AVENUE AL FAIRFIELD $155 $155.00 CUST. TOTAL........... 155 155.00 28419 TRIMAC BULK TRANS INC KY LOUISVILLE $105 $105.15 81237 TRIMAC BULK TRANS INC 1415 PENN CITY RD TX HOUSTON $746 $2,818 $3,564.56 CUST. TOTAL........... 746 2,923 3,669.71 79552 TRIMAC BULK TRANSPORTATI RT 2 BOX 217 SC ORANGEBURG $250 250.56 CUST. TOTAL........... 250 250.56 50846 TRIMAC TRANSPORT SYSTEMS PO BOX 3500 AB CALGARY $455 $205 $907 $1,567.03 51156 TRIMAC TRANSPORT SYSTEMS RT 1 BOX 72A AL DECATUR $201 $201.96 80314 TRIMAC TRANSPORT SYSTEMS PO BOX 2605 AL MOBILE $201 $200 $293 $362 $1,057.73 82101 TRIMAC TRANSPORT SYSTEMS 3453 ENTERPRISE AVENUE CA HAYWARD $1,410 $1,410.00 82010 TRIMAC TRANSPORT SYSTEMS 719 E 120TH STREET IL CHICAGO $129 $129.00 58329 TRIMAC TRANSPORT SYSTEMS PO BOX 1649 KY ASHLAND $261 $261.94 07254 TRIMAC TRANSPORT SYSTEMS 5385 HOOPER ROAD LA BATON ROUGE $296 $579 $875.59 82005 TRIMAC TRANSPORT SYSTEMS PO BOX 1020 LA HAHNVILLE $974 $435 $1,401.19 57846 TRIMAC TRANSPORT SYSTEMS PO BOX 2410 MI MIDLAND $370 $370.00 72505 TRIMAC TRANSPORT SYSTEMS 1622 PARKER DR NC CHARLOTTE $916 $120 $1,036.84 59022 TRIMAC TRANSPORT SYSTEMS 5000 MONTROSE ROAD ON NIAGARA FALLS $1,033 $1,033.56 01123 TRIMAC TRANSPORT SYSTEMS 2330 WYECROFT RD ON OAKVILLE $130 $130.00 09261 TRIMAC TRANSPORT SYSTEMS 1453 CONFEDERATION ST ON SARNIA $340 $1,392 $1,732.00 67422 TRIMAC TRANSPORT SYSTEMS PO BOX 488 ON SARNIA $148 $621 $769.40 52747 TRIMAC TRANSPORT SYSTEMS 121 DELTA TX PASADENA $687 $687.06 CUST. TOTAL........... 4,395 865 423 6,987 12,672.30
JOB-RCPMO5 FNR 5/02/93 CO-CODE: 6 AGED ACCOUNTS RECEIVABLE ENDING-DATE 5/01/93 PAGE # 37 S.C. CUST# CUSTOMER ADDRESS ST. CITY 0-TO-30 31-TO-60 61-TO-90 OVER-90 TOTAL BAL-DUE 78843 TRIMAC TRANSPORTATION RT 1 PO BOX 365 KY BRANDENBURG $180 $180.00 CUST. TOTAL........... 180 180.00 89817 TRUCK TRANSPORT IA MADISON $102 $102.36 CUST. TOTAL........... 102 102.36 74613 TRUCK TRANSPORT INC 901 N 61ST STREET IL EDGEMONT $986 $986.50 07943 TRUCK TRANSPORT INC PO BOX 370 LA LA PLACE $716 $716.84 04198 TRUCK TRANSPORT INC 2275 CASSENS DRIVE MO FENTON $517 $517.05 53062 TRUCK TRANSPORT INC 10825 WATSON ROAD MO SAINT LOUIS $232 $232.86 80851 TRUCK TRANSPORT INC 7717 ALABAMA ST MO SAINT LOUIS $5,704 $3,776 $3,566 $13,047.85 78250 TRUCK TRANSPORT INC PO BOX 1426 TX LA PORTE 135 135.00 CUST. TOTAL........... 5,704 3,776 6,155 15,636.10 83620 US ARMY FINANCE & ACCTG OFF NJ FORT DIX $3,305 $441 $3,747.04 CUST. TOTAL........... 3,305 441 3,747.04 82191 ULRICH CHEMICAL CO 3111 NORTH POST RD IN INDIANAPOLIS $145 $435 $580.00 CUST. TOTAL........... 145 435 580.00 13731 UNION CARBIDE CORPORATIO 39 OLD RIDGEBERRY ROAD CT DANBURY $353 $353.80 76296 UNION CARBIDE CORPORATIO 39 OLD RIDGEBERRY ROAD CT DANBURY $739 $35 $774.44 26319 UNION CARBIDE CORPORATIO PO BOX 4488 WV CHARLESTON $184- $184.18- 83870 UNION CARBIDE CORPORATIO PO BOX 4008/EDI BILLING WV CHARLESTON $646 $646.25 71255 UNION CARBIDE CORPORATIO PO BOX 8004/BLDG 82-248 WV S CHARLESTON $947- $947.40- 01917 UNION CARBIDE CORPORATIO PO BOX 180 WV SISTERVILLE $9,062 $625 $95- $185 $9,778.50 CUST. TOTAL........... 9,802 625 95- 89 10,421.21 65926 UNION PACIFIC RAILROAD C 1416 DODGE STREET NE OMAHA $6,680 $616- $6,064.00 CUST. TOTAL........... 6,680 616- 6,064.00 86267 UNITED TRANSPORT OF E LO BOX 428 MA EAST LONGMEADO $140 $343- $203.00- CUST. TOTAL........... 140 343- 203.00- 84335 UNITED TRANSPORT TANK CN 15600 JOHN F KENNEDY BV TX HOUSTON $275 $275.00 89483 UNITED TRANSPORT TANKCON 150 CLOVE ROAD NJ LITTLE FALLS $499 $1,794 $2,293.36 CUST. TOTAL........... 774 1,794 2,568.36 81494 UNITEK ENVIRONMENTAL 2889 MOKUMOA ST HI HONDLULU $7,634 $7,634.00 CUST. TOTAL........... 7,634 7,634.00 85835 UNIVERSAL PETROLEUM TANK 1136 E 9TH STREET FL JACKSONVILLE $250 $267 $517.50 CUST. TOTAL........... 250 267 517.50 08278 UNOCAL CORPORATION 1350 E BATTLES ROAD CA SANTA MARIA $560 $560.00 CUST. TOTAL........... 560 560.00 85570 UPJOHN COMPANY 7171 PORTAGE ROAD MI KALAMAZOO $560 $560.00 CUST. TOTAL........... 560 560.00 55279 USHER TRANSPORT 3801 SHANKS LANE KY LOUISVILLE $7,981 $4,505 $20- $12,466.50 CUST. TOTAL........... 7,981 4,505 20- 12,466.50
JOB-RCPMO5 FNR 5/02/93 CO-CODE: 6 AGED ACCOUNTS RECEIVABLE ENDING-DATE 5/01/93 PAGE # 38 S.C. CUST# CUSTOMER ADDRESS ST. CITY 0-TO-30 31-TO-60 61-TO-90 OVER-90 TOTAL BAL-DUE 03598 V C TANKS LINES 1020 KENNEDY AVENUE IN SCHERERVILLE $1,583 $922 $392 $85 $2,982.91 CUST. TOTAL........... 1,583 922 392 85 2,982.91 53030 VALSPAR CORPORATION 1647 ENGLISH ROAD NC HIGH POINT $2,148 $2,148.00 CUST. TOTAL........... 2,148 2,148.00 10226 VAN WATERS & ROGERS 2256 JUNCTION AVE CA SAN JOSE $200- $200.00- 85610 VAN WATERS & ROGERS 4300 HOLLY STREET CO DENVER $235 $235.00 04945 VAN WATERS & ROGERS 59865 MARKET STREET IN SOUTH BEND $411 $411.00 50182 VAN WATERS & ROGERS 34200 VWR LANE LA GEISMAR $2,477 $1,329- $1,148.38 54489 VAN WATERS & ROGERS LA SAINT GABRIEL $154- $154.18- 04298 VAN WATERS & ROGERS 26601 RICHMOND ROAD OH BEDFORD HGHTS $220 $220.00 28261 VAN WATERS & ROGERS PO BOX 4579 TX HOUSTON $1,610 $160 $1,770.00 CUST. TOTAL........... 4,733 160 1,463- 3,430.20 88714 VC TANK LINES PO BOX 147 IN SCHERERVILLE $129 $118 $115 $362.82 CUST. TOTAL........... 129 118 115 362.82 08099 VIRKLER CHEMICAL COMPANY 12345 STEEL CREEK ROAD NC CHARLOTTE $1,145 $950 $2,095.00 CUST. TOTAL........... 1,145 950 2,095.00 05610 VISTA CHEMICAL PO BOX 727 LA WESTLAKE $290 $290.00 19020 VISTA CHEMICAL PO BOX 219798 TX HOUSTON $136 $136.74 CUST. TOTAL........... $426 426.74 74599 VOLUME TRANSPORT 1230 SHAWSON DR ON MISSISSAUGA $102 $102.60 CUST. TOTAL........... 102 102.60 86260 VULCAN MATERIAL CORP ASHLAND ROAD LA GEISMAR $235 $235.00 CUST. TOTAL........... 235 235.00 61013 W R GRACE & COMPANY 5210 PHILLIPS LEE DRIVE GA ATLANTA $35 $35.00 19916 W R GRACE & COMPANY PO BOX 286 IL WATSEKA $236 $236.00 03455 W R GRACE & COMPANY 460 HOLLYWOOD AVENUE NJ S PLAINSFIELD $514 $514.53 78570 W R GRACE & COMPANY PO BOX 24999 SC GREENVILLE $75 $70 $145.00 59114 W R GRACE & COMPANY 400 GEORGIA AVENUE TX DEER PARK $200 $200.00 CUST. TOTAL........... 75 70 985 1,130.53 10577 W R GRACE CONSTRUCTION D 2133 85TH STREET NJ N BERGEN $201 $201.40 CUST. TOTAL........... 201 201.40 77662 W T S OF HUSTON INC 2723 YALE STREET TX HOUSTON $520 $870 $520 $790 $2,700.00 CUST. TOTAL........... 520 870 520 790 2,700.00 61034 WYNE BOST TRUCKING ROUTE 11 NC SAILISBURY $1,549 $455 $2,004.00 CUST. TOTAL........... 1,549 455 2,004.00 53309 WEST CENTRAL ENVIRONMTL PO BOX 83 NY RENSSELAER $1,721 $586 $890 $3,198.25 CUST. TOTAL........... 1,721 586 890 3,198.25 81359 WESTBANK HARBOR SERVICES 35108 SR7 OH SARDIS $2 $2.40 CUST. TOTAL........... 2 2.40
JOB-RCPMO5 FNR 5/02/93 CO-CODE: 6 AGED ACCOUNTS RECEIVABLE ENDING-DATE 5/01/93 PAGE # 39 S.C. CUST# CUSTOMER ADDRESS ST. CITY 0-TO-30 31-TO-60 61-TO-90 OVER-90 TOTAL BAL-DUE 54924 WESTERN COMMERICAL TRANS PO BOX 270 TX FORT WORTH $115 $115.00 CUST. TOTAL........... 115 115.00 76408 WHARTON TRANSPORT PO BOX 13068 TN MEMPHIS $270 $80 $350.70 CUST. TOTAL........... 270 80 350.70 07515 WHEELER TRANSPORT PO BOX 24248 NE OMAHA $1,622 $108- $1,514.50 CUST. TOTAL........... 1,622 108- 1,514.50 08561 WIKEL BULK EXPRESS ROUTE 13 OH HURON $685 $1,091 $1,776.00 CUST. TOTAL........... 685 1,091 1,776.00 90163 WILCUR INC 145 ROREST ROAD IL LA GRANGE PARK $174 $174.00 CUST. TOTAL........... 174 174.00 89871 WILEY SANDERS AL MOBILE $449 $449.82 90240 WILEY SANDERS PO DRAWER 707 AL TROY $1,125 $1,125.40 CUST. TOTAL........... 1,575 1,575.22 66789 WILLETT COMPANY 211 E COLUMBUS DRIVE IN E CHICAGO $170 $170.00 CUST. TOTAL........... 170 170.00 88145 WILMINGTON COCA-COLA BOTTLING WORKS INC NC WILMINGTON $365 $365.00 CUST. TOTAL........... 365 365.00 81053 WIM VOS USA INC 2 JOURNAL SQUARE NJ JERSEY CITY $520 $520 $1,040.00 89643 WIM VOS USA INC 500 PLAZA DRIVE 6TH FLR NJ SECAUCUS $260 $260.00 CUST. TOTAL........... 520 260 520 1,300.00 04100 WITCO CORPORATION 633 COURT STREET NY BROOKLYN $384 $384.00 CUST. TOTAL........... 384 384.00 58080 WYNNE TRANSPORT PO BOX 1046 DTS NE OMAHA $2,044 $2,044.85 CUST. TOTAL........... 2,044 2,044.85 00815 YELLOWSTONE VALLEY CHEM PO BOX 957 MT BILLINGS $220- $220.00- CUST. TOTAL........... 220- 220.00- 83538 YOUNGER BROTHERS 796 BAY BRIDGE ROAD AL PRICHARD $26- $26.50- 05212 YOUNGER BROTHERS 99 UNIVERSITY AVENUE GA ATLANTA $1,170 $1,551 $566 $644- $2,643.00 03031 YOUNGER BROTHERS PO BOX 15607 LA BATON ROUGE $1,482 $2,677 $110 $4,270.50 89662 YOUNGER BROTHERS PO BOX 16471 LA LAKE CHARLES $182 $182.00 04555 YOUNGER BROTHERS 4904 GRIGGS ROAD TX HOUSTON $1,645 $2,157 $420 $4,920 $9,142.50 06534 YOUNGER BROTHERS PO BOX 14048 TX HOUSTON $300 $247 $548.43 84614 YOUNGER BROTHERS 2575 W BELLFORTE TX HOUSTON $210 $238 $172 $620.00 03864 YOUNGER BROTHERS PO BOX 984 WV SAINT ALBANS $138 $180 $318.75 CUST. TOTAL........... 4,807 6,944 1,585 4,360 17,698.68 90247 3 R INCORPORATED OF CHAR 2900 RIVERS AVENUE SC CHARLESTON $50 $50.00 CUST. TOTAL........... 50 50.00 70042 7-7 INC 607 FREEDLANDER RD OH WOOSTER $185 $30 $215.00 CUST. TOTAL........... 185 30 215.00 OVER-365-DAYS... 55,139 *** O TO Z *** 309,264 139,889 34,548 90,787 574,490.64 365-DAYS... 207,229 6-C TOTAL.......... 795,903 316,993 88,074 405,463 1, 435.27
QUALA SYSTEMS, INC. SUMMARY Summary of Quala Systems, Inc. aged accounts receivable as of May 1, 1993 (showing detailed aging over 90 days from invoice date) total $1,605,435
RCPO17 AGED ACCOUNTS RECEIVABLE AS OF 4/30/93 CO CUST NAME 0 - 90 91 - 120 121 - 150 151 - 180 181 - 210 OVER 6 063593 .00 .00 .00 .00 .00 245.00 6 001135 A & R TRANSPORT INC .00 .00 .00 .00 .00 6.33- 6 075238 A B ROBERTS 2,470.00 320.00 .00 .00 .00 .00 6 009948 A G TRUCKING 370.00 .00 .00 .00 .00 .00 6 081375 A J SANDI 1,166.00 .00 .00 .00 .00 .00 6 000003 A J WEIGAND INC 3,086.00 .00 .00 .00 .00 .00 6 025619 A T & T .00 .00 .00 .00 .00 199.80 6 060910 A W MARTIN 155.00 .00 .00 .00 .00 .00 6 000130 ABCO 1,032.00 .00 .00 .00 .00 .00 6 073385 ACCOUNTS RECEIVABLE .00 290.17- .00 .00 .00 .00 6 003773 ACHEM CORPORATION 2,179.00 .00 .00 .00 .00 152.50- 6 009734 ACME RESIN CORPORATION 195.00 .00 .00 .00 .00 .00 6 082688 ADM CORP 400.00 .00 .00 .00 .00 .00 6 075608 ADM TRANSPORT 196.00 .00 .00 .00 .00 .00 6 074616 ADM TRUCKING INC 2,510.20 .00 .00 .00 .00 .00 6 003943 AERO LIQUID TRANSPORT 190.00 .00 147.00 15.00 169.60 738.39 6 024524 AERO LIQUID TRANSPORT .00 .00 .00 .00 .00 6.22- 6 085504 AFFILIATED 1,025.84- .00 .00 .00 .00 1,147.52 6 070526 AIR PRODUCTS & CHEMICALS 189.00 .00 .00 .00 .00 .00 6 076023 AIR PRODUCTS & CHEMICALS 4,107.50 1,208.40 .00 .00 .00 .00 6 023132 AKZO CHEMICALS INC 160.00 .00 .00 .00 .00 .00 6 064026 AL THOMPSON TRUCKING 1,358.00 .00 .00 .00 .00 .00 6 089488 ALL FREIGHT SERVICES 160.00 .00 .00 .00 .00 .00 6 083716 ALL TANK TRANSPORT 6,672.50 1,365.00 2,135.00 1,280.00 3,183.47 .00 6 050105 ALLIANCE TRANSPORTATION S 340.00 .00 .00 .00 .00 .00 6 015005 ALLIED-SIGNAL INC 227.50 .00 .00 .00 .00 .00 6 023976 ALLIED-SIGNAL INC 530.00 .00 .00 .00 .00 .00 6 085183 ALLIED-SIGNAL INC 4,042.68 .00 .00 .00 .00 .00 6 078219 ALPHA CHEMICAL CORP 235.00 .00 .00 .00 .00 .00 6 074005 ALTOM TRANSPORT 115.00 .00 .00 .00 .00 .00 6 002150 AMERICAN CYANAMID COMPANY 165.00 360.00 .00 .00 .00 .00 6 003020 AMERICAN CYANAMID COMPANY 915.00 .00 .00 .00 .00 .00 6 004981 AMERICAN INDUSTRIAL CHEM 245.67 .00 .00 .00 .00 .00 6 090133 AMERICAN TANK CONTAINERS 153.70 .00 .00 .00 .00 .00 6 055099 AMERICAN TANK TRANSPORT 182.20 .00 .00 .00 .00 .00 6 004803 AMERICHEM INC 305.00 .00 .00 .00 .00 .00 6 072761 AMOCO CHEMICAL CORP 3,680.00 .00 .00 .00 .00 .00 6 001682 AMOCO OIL COMPANY 310.00 .00 .00 .00 .00 .00 6 071627 ANDREW TRANSPORT INC 110.00 .00 .00 .00 .00 .00 6 004030 ARCHER DANIELS MIDLAND CO 779.00 .00 .00 .00 .00 .00 6 053934 ARCHER DANIELS MIDLAND CO 223.56 .00 .00 .00 .00 .00 6 006555 ARCO CHEMICAL COMPANY 305.00 .00 .00 .00 .00 .00 6 074203 ARISTECH CHEMICAL CORP 796.00 .00 .00 .00 .00 405.00- 6 075313 ARMSWAY TANK TRANSPORT 134.35 .00 .00 .00 .00 4.50 6 004780 ASHLAND CHEMICAL COMPANY 120.00 .00 .00 .00 .00 .00 6 005080 ASHLAND CHEMICAL COMPANY 1,148.04 .00 259.20 .00 .00 .00 6 012059 ASHLAND CHEMICAL COMPANY 230.00 .00 .00 .00 .00 .00 6 021700 ASHLAND CHEMICAL COMPANY 606.00 .00 .00 .00 .00 230.00 6 022016 ASHLAND CHEMICAL COMPANY .00 .00 .00 .00 .00 248.98 6 056381 ASHLAND CHEMICAL COMPANY 200.00 .00 .00 .00 .00 70.00- 6 060998 ASHLAND CHEMICAL COMPANY 134.00 .00 .00 .00 162.00 .00
RCPO17 AGED ACCOUNTS RECEIVABLE AS OF 4/30/93 CO CUST NAME 0 - 90 91 - 120 121 - 150 151 - 180 181 - 210 OVER 6 086823 ASHLAND CHEMICAL COMPANY .00 .00 .00 .00 276.00- .00 6 087426 ASHLAND CHEMICAL COMPANY .00 .00 .00 .00 285.00- .00 6 088083 ASHLAND CHEMICAL COMPANY 480.00 .00 .00 .00 .00 .00 6 028345 ASHLAND OIL INC 3,445.00 .00 .00 .00 .00 .00 6 071728 AUTUMN IND INC 640.00 .00 .00 .00 .00 .00 6 062687 B B & L INC 360.00 .00 .00 .00 .00 .00 6 053768 BALTIMORE TANK LINES 960.36 .00 .00 .00 .00 .00 6 082003 BARNETT TRANSPORATION IN 2,009.80 .00 .00 .00 .00 .00 6 005091 BASF CORPORATION .00 140.00 .00 .00 .00 .00 6 009209 BASF INMONT CORPORATION 175.00 .00 .00 .00 .00 .00 6 001963 BECKER CORPORATION 170.00 .00 .00 .00 .00 .00 6 028738 BEECHAM INC 195.00 .00 .00 .00 .00 .00 6 088710 BEELMAN .00 .00 .00 70.00- .00 .00 6 079562 BEELMAN TRUCK CO 207.00 .00 5.43 .00 .00 70.00- 6 005572 BENZSAY & HARRISON .00 .00 .00 .00 .00 18.27 6 008910 BETZ LABORATORIES INC 5,888.40 .00 1,895.28 .00 .00 .00 6 068613 BETZ LABORATORIES INC 9,620.00 .00 .00 .00 .00 .00 6 089699 BETZ LABORATORIES INC 223.56 .00 .00 .00 .00 .00 6 075828 BIERLEIN 170.00 .00 .00 .00 .00 .00 6 010350 BISHOP CHEMICAL .00 .00 88.56 .00 196.56 .00 6 009290 BISON LABORATORIES 88.56 .00 .00 .00 .00 .00 6 085590 BLACKHOWSKE TRUCK LINES I 363.11 .00 .00 .00 .00 .00 6 084422 BO BACHS TRANSPORT INC 123.00 .00 .00 .00 .00 .00 6 026632 BONCOSKY TRANSPORTATION 21,917.88 .00 .00 .00 .00 196.00- 6 086087 BONCOSKY TRANSPORTATION 770.00 .00 .00 .00 .00 .00 6 081811 BONCOSKY TRANSPORTATION I 3,410.36 .00 .00 .00 .00 .00 6 006160 BORDEN & REMINGTON .00 .00 111.30 .00 .00 .00 6 074610 BORDEN PKG & INDUSTRIAL P 115.00 .00 .00 .00 .00 .00 6 057932 BORDON CHEMICAL 550.00 .00 .00 .00 .00 .00 6 051458 BORK TRANSPORT 5,154.68 565.00 .00 .00 .00 .00 6 059027 BORK TRANSPORT 110.00 .00 .00 .00 .00 .00 6 072236 BORK TRANSPORT 180.00 .00 .00 .00 225.00 159.00- 6 079422 BORK TRANSPORT 730.15 .00 .00 .00 .00 .00 6 084501 BORK TRANSPORT INC 145.00 .00 .00 .00 .00 .00 6 009935 BRIDGELAND TERMINALS LTD 280.00 .00 .00 .00 .00 .00 6 090229 BROWNING-FERRIS INDUSTRIE 1,387.54 .00 .00 .00 .00 .00 6 052738 BRYSON RECOVERY SERVICES .00 .00 .00 .00 .00 85.80- 6 078867 BUCK BAKER TRUCKING 140.00 .00 .00 .00 .00 .00 6 006623 BUCKMAN LABORATORIES .00 .00 .00 .00 .00 228.00 6 064183 BUESING BULK TRANSPORT 754.15 .00 .00 .00 .00 .00 6 011940 BUFFALO COLOR CORPORATION 68.04 .00 .00 .00 .00 .00 6 064998 BUFFALO FUEL CORP 2,329.96 .00 .00 .00 .00 .00 6 068345 BUILDERS TRANSPORT .00 .00 .00 .00 83.20- .00 6 089489 BULK INC 490.86 .00 .00 .00 .00 .00 6 073315 BULK TRANSIT 315.00 .00 .00 .00 .00 .00 6 052018 BULK TRANSPORT 2,046.00 942.00 476.00 .00 .00 243.00 6 000004 BULK TRANSPORT CO. INC. 92.00 .00 .00 .00 .00 .00 6 026929 BULKHAUL USA INC 392.50 .00 .00 .00 .00 .00 6 002035 BULKMATIC TRANSPORT .00 .00 .00 .00 .00 158.00 6 003682 BULKMATIC TRANSPORT .00 .00 .00 .00 .00 80.00- 6 077457 BULKMATIC TRANSPORT 150.00 .00 .00 .00 .00 .00
RCPO17 AGED ACCOUNTS RECEIVABLE AS OF 4/30/93 CO CUST NAME 0 - 90 91 - 120 121 - 150 151 - 180 181 - 210 OVER 6 077461 BULKMATIC TRANSPORT 4,519.00 .00 .00 .00 .00 195.16- 6 077470 BULKMATIC TRANSPORT .00 150.00 .00 .00 .00 .00 6 077474 BULKMATIC TRANSPORT 250.56 .00 .00 .00 .00 .00 6 077488 BULKMATIC TRANSPORT 110.00 130.00 .00 .00 .00 .00 6 025613 BURLINGTON INDUSTRIES 370.00 .00 .00 .00 .00 .00 6 012690 BURRIS CHEMICAL COMPANY 105.00 90.00- .00 .00 .00 .00 6 055932 BUTLER & COMPANY 186.72 .00 .00 .00 .00 .00 6 052207 BYNUM TRANSPORT 407.36 .00 .00 .00 .00 90.00- 6 083481 C T HARRIS & CO 945.00 .00 260.00 .00 361.00 994.26 6 055274 C T L DISTRIBUTION INC 3,991.90 .00 .00 .00 .00 208.65- 6 088706 C T L DISTRIBUTION INC 207.35 .00 .00 .00 .00 .00 6 055271 CALEDONIA LINES INC 2,465.31 .00 .00 .00 .00 .00 6 004948 CALGON CORPORATION 462.00 .00 .00 .00 .00 .00 6 012950 CALGON CORPORATION 616.00 .00 .00 .00 .00 .00 6 014403 CALGON CORPORATION 240.00 .00 .00 .00 .00 .00 6 051008 CALIFORNIA TANK LINES 1,585.00 .00 .00 .00 .00 .00 6 038420 CAPE INDUSTRIES 160.00 .00 .00 .00 .00 .00 6 061571 CARBON EXPRESS INC 26,605.84 1,401.07 775.19 205.20 267.60 1,059.67 6 061572 CARBON EXPRESS INC 701.00 20.00 508.36 83.00 32.00 75.00 6 013617 CARDINAL STABILIZERS INC 115.00 .00 .00 .00 .00 .00 6 050112 CAROLINA CARRIERS INC .00 .00 .00 .00 .00 195.00- 6 053823 CASH PAYMENTS - MISC .00 .00 .00 .00 115.00 4,338.76 6 070288 CASHION CO 335.00 .00 .00 .00 .00 .00 6 088989 CATES MILK HAULING INC 1,925.00 .00 .00 115.00 .00 .00 6 010507 CBSL 266.40 178.00 .00 .00 55.00 .00 6 006083 CECOS INTERNATIONAL INC .00 .00 .00 .00 .00 1,965.00 6 053039 CENTRAL OIL & ASPHALT .00 .00 .00 .00 .00 224.50- 6 013886 CENTRAL TRANSPORT 3,861.27 .00 .00 .00 115.00 415.00 6 051092 CENTRAL TRANSPORT 22,401.00 .00 .00 .00 .00 120.00 6 066426 CENTRAL TRANSPORT 115.00 .00 .00 .00 .00 .00 6 081217 CENTRAL TRANSPORT 4,849.50 200.00- .00 .00 .00 745.50 6 068786 CERTUS INC 547.00 .00 .00 .00 .00 .00 6 089534 CETCO, INC 92.00 .00 .00 .00 .00 .00 6 076122 CHALLENGE INTERNATIONAL 1,227.50 477.00 .00 415.00 .00 2,286.00 6 084992 CHEM SERV .00 .00 .00 .00 .00 2,655.00 6 003490 CHEMCENTRAL CORPORATION 76.00 .00 .00 .00 .00 .00 6 004503 CHEMCENTRAL CORPORATION 65.00 .00 .00 .00 .00 .00 6 010396 CHEMCENTRAL CORPORATION 643.00 .00 .00 .00 .00 .00 6 011990 CHEMCENTRAL CORPORATION 813.24 .00 .00 .00 .00 .00 6 014921 CHEMCENTRAL CORPORATION 525.00 .00 .00 .00 .00 .00 6 027401 CHEMFLEET CHEMICAL 3,274.58 .00 .00 .00 .00 45.00 6 050559 CHEMFLEET CHEMICAL 285.00 .00 .00 .00 .00 100.00- 6 002944 CHEMICAL ASSOCIATES INC 410.00 .00 .00 .00 .00 264.67 6 067099 CHEMICAL ASSOCIATES INC .00 175.00 14.10 .00 .00 .00 6 000526 CHEMICAL INTERCHANGE 680.20 42.96 56.08 6.56 .00 .00 6 072417 CHEMICAL LEAMAN INTERNATI 1,584.65 1,130.00 545.00 .00 400.00 .00 6 001014 CHEMICAL LEAMAN TANK LINE 495.00 .00 .00 .00 .00 .00 6 001937 CHEMICAL LEAMAN TANK LINE .00 .00 462.50 .00 .00 .00 6 005071 CHEMICAL LEAMAN TANK LINE .00 5,132.38 12,773.54 .00 .00 .00 6 007498 CHEMICAL LEAMAN TANK LINE .00 .00 225.00 .00 .00 .00 6 007599 CHEMICAL LEAMAN TANK LINE .00 .00 275.00 .00 .00 .00
RCPO17 AGED ACCOUNTS RECEIVABLE AS OF 4/30/93 CO CUST NAME 0 - 90 91 - 120 121 - 150 151 - 180 181 - 210 OVER 6 011398 CHEMICAL LEAMAN TANK LINE .00 .00 .00 .00 .00 229.60 6 016858 CHEMICAL LEAMAN TANK LINE .00 .00 225.00 .00 .00 .00 6 050281 CHEMICAL LEAMAN TANK LINE .00 .00 275.00 .00 .00 .00 6 050958 CHEMICAL LEAMAN TANK LINE .00 .00 595.00 .00 .00 .00 6 057791 CHEMICAL LEAMAN TANK LINE .00 .00 225.00 .00 .00 .00 6 065075 CHEMICAL LEAMAN TANK LINE .00 .00 .00 .00 .00 315.00- 6 065857 CHEMICAL LEAMAN TANK LINE .00 .00 275.00 .00 .00 .00 6 072840 CHEMICAL LEAMAN TANK LINE .00 .00 .00 1,750.00 .00 165.00 6 073926 CHEMICAL LEAMAN TANK LINE .00 .00 275.00 .00 .00 572.45 6 077671 CHEMICAL LEAMAN TANK LINE .00 .00 4,400.00 .00 .00 .00 6 082284 CHEMICAL LEAMAN TANK LINE .00 .00 .00 .00 .00 288.90 6 000821 CHEMICAL SALES COMPANY 169.56 .00 .00 .00 .00 .00 6 004194 CHEMICAL SALES COMPANY .00 .00 .00 .00 .00 270.00 6 014189 CHEMICAL SOLVENTS INC 380.00 .00 .00 .00 .00 .00 6 007650 CHEMICAL TRANSFER 225.00 .00 .00 .00 .00 .00 6 008009 CHEMICAL TRANSPORTATION .00 .00 201.40 .00 .00 .00 6 006641 CHEMICAL WASTE MANAGEMENT 200.00 .00 160.00 .00 .00 .00 6 089988 CHEMICAL WASTE MANAGEMENT 397.50 .00 .00 .00 .00 .00 6 019892 CHEMISPHERE CORPORATION 1,773.75 .00 .00 .00 .00 .00 6 004735 CHEMRON CORPORATION 450.00 .00 .00 .00 .00 .00 6 003952 CHEMTECH INDUSTRIES 2,205.00 130.00 .00 .00 .00 .00 6 016230 CHEMTECH INDUSTRIES .00 130.00 .00 .00 .00 25.00 6 001437 CHEMTOOL INC 230.00 .00 .00 .00 .00 .00 6 089705 CHOICE TRANSPORTATION 3,853.50 .00 .00 .00 .00 .00 6 024191 CIBA GEIGY CORPORATION 360.40 708.87 .00 .00 .00 .00 6 000022 CLEAN HARBORS INC .00 165.00 .00 .00 .00 645.00- 6 068096 CLEAN HARBORS INC 427.13 .00 .00 .00 .00 560.95 6 077149 CLEAN HARBORS INC 1,232.00 134.00 .00 .00 .00 .00 6 073768 CLEAN VENTURE .00 .00 .00 .00 .00 167.31 6 085599 CLEAN VENTURE 445.20 .00 .00 .00 .00 .00 6 026958 COMMERCIAL TRANSPORT INC 1,528.00 .00 .00 .00 .00 .00 6 073770 COMMERCIAL CARTAGE CO 1,555.50 200.00 .00 .00 .00 .00 6 054375 CONLEY CORP 140.00 .00 .00 .00 .00 .00 6 056721 CONOCO INC 1,629.22 .00 .00 .00 .00 .00 6 071463 CONOCO INC 5,960.00 .00 .00 .00 .00 .00 6 079331 CONOCO INC 324.00 .00 .00 .00 .00 .00 6 081657 CONOCO INC 1,800.00 .00 .00 .00 .00 .00 6 085061 CONOCO INC 3,305.00 .00 .00 .00 .00 .00 6 087543 CONOCO INC 2,168.00 .00 .00 .00 .00 .00 6 075376 CONTAINER CARE .00 .00 .00 .00 .00 160.00 6 059101 CONTAINER CARE INTERNATIO 5,270.00 .00 .00 .00 .00 150.00 6 001583 CONTINENTAL INDUSTRIAL CH 56.50 .00 .00 .00 .00 .00 6 056266 CONTINENTAL TRANS EXPRESS .00 .00 .00 .00 .00 2,773.40- 6 081127 CRAWFORD TRANSPORT INC 957.00 155.00 155.00- .00 .00 .00 6 071595 CRODA INC 833.00 .00 .00 .00 .00 .00 6 075240 CROMARTIE TRANSPORT 2,580.19 .00 .00 .00 .00 .00 6 011449 CROWLEY MARITIME CORP 680.00 .00 .00 .00 .00 .00 6 011556 CROWLEY MARITIME CORP .00 .00 .00 .00 .00 218.13- 6 005710 CUSTOM INTERCHEM INC. 200.00 .00 .00 .00 325.00 200.00 6 085557 CUSTOMIZED TRANSPORTATION .00 .00 .00 .00 .00 110.00 6 012778 D J KING INC .00 .00 .00 .00 .00 .00
RCPO17 AGED ACCOUNTS RECEIVABLE AS OF 4/30/93 CO CUST NAME 0 - 90 91 - 120 121 - 150 151 - 180 181 - 210 OVER 6 001741 D S I TRANSPORT 290.30 .00 .00 .00 .00 64.40 6 051366 D S I TRANSPORT .00 .00 .00 .00 .00 35.00- 6 056424 D S I TRANSPORT 1,325.00 .00 .00 .00 .00 .00 6 069096 D S I TRANSPORT 7,087.25 .00 .00 .00 .00 .00 6 069997 D S I TRANSPORT .00 .00 .00 .00 .00 90.10- 6 083242 DAHER AMERICA INC 1,100.00 .00 .00 .00 .00 .00 6 050107 DAHLEN TRANSPORT 1,150.71 .00 .00 .00 .00 22.00 6 050399 DAHLEN TRANSPORT 317.50 .00 .00 .00 .00 7.43- 6 069846 DAHLEN TRANSPORT 2,240.70 166.00 .00 .00 180.20- .00 6 082826 DAHLEN TRANSPORT .00 .00 .00 .00 .00 231.12 6 076308 DANA TANKLINE 190.78 .00 .00 .00 .00 15.21- 6 021193 DANA TRANSPORT .00 .00 .00 .00 294.60 1,079.43 6 053058 DANA TRANSPORT .00 .00 .00 .00 .00 465.00 6 002754 DELARIA TRANSPORT 1,976.60 .00 .00 .00 .00 136.50 6 062132 DELGOEBEL .00 .00 .00 .00 .00 61.29 6 089962 DEMARTINI OIL EQUIPMENT I 30.15 .00 .00 .00 .00 .00 6 053205 DETREX CHEMICAL IND 196.10 .00 .00 .00 .00 .00 6 076834 DIAMOND TANK .00 .00 .00 22.36 .00 14.06 6 068258 DISPOSAL SYSTEMS INC 241.00 .00 .00 .00 .00 .00 6 006287 DOVER CHEMICAL COMPANY 530.00 .00 .00 .00 .00 .00 6 000972 DOW CHEMICAL COMPANY 1,530.00 .00 .00 .00 .00 .00 6 002494 DOW CHEMICAL COMPANY 7,408.00 .00 .00 .00 .00 .00 6 024470 DOW CHEMICAL COMPANY .00 335.00 .00 .00 .00 .00 6 023740 DOW CORNING CORPORATION .00 .00 .00 840.00 .00 .00 6 024110 DOW CORNING CORPORATION 750.00 .00 .00 .00 .00 .00 6 012054 DREW CHEMICAL COMPANY .00 .00 .00 .00 .00 4,112.80 6 089650 DUPONT OF CANADA LTD 121.90 .00 .00 .00 .00 .00 6 000908 DUPREE TRANSPORT 170.00 .00 .00 .00 .00 .00 6 074971 E C MORRIS CORP .00 140.00 .00 .00 .00 .00 6 008944 E I DUPONT 1,790.00 .00 .00 38.40 .00 .00 6 024960 E I DUPONT 811.25 .00 .00 .00 .00 .00 6 025080 E I DUPONT .00 1,413.14 .00 .00 .00 332.50- 6 025917 E I DUPONT .00 .00 .00 .00 .00 40.00 6 028965 E I DUPONT 130.00 .00 .00 180.00 260.00 .00 6 029015 E I DUPONT .00 145.00 280.00 .00 .00 .00 6 051276 E I DUPONT .00 160.00 .00 .00 .00 .00 6 065042 E I DUPONT 3,030.00 .00 .00 .00 .00 .00 6 075850 E I DUPONT .81 260.00 .00 1,300.00 .00 184.00- 6 083574 E I DUPONT .00 265.00 .00 .00 .00 .00 6 085378 E I DUPONT 1,125.72 .00 .00 .00 519.40 436.49 6 085547 E I DUPONT 805.60 .00 .00 .00 .00 .00 6 087053 E I DUPONT 3,986.66 .00 185.50- 212.00 .00 .00 6 089975 E I DUPONT 4,780.00 .00 .00 .00 .00 .00 6 007113 E J MEYERS COMPANY INC 20.00 690.00 275.00 .00 95.00 .00 6 053649 E J MEYERS COMPANY INC .00 .00 .00 .00 .00 227.90- 6 076375 E J MEYERS COMPANY INC .00 .00 .00 277.56 212.50 285.67- 6 085991 EAGLE TRANSPORT 250.00 .00 .00 .00 .00 .00 6 071924 EAST FALLS CORPORATION 227.90 .00 .00 .00 .00 .00 6 080965 EASTERN ELECTRIC .00 .00 .00 .00 .00 77.04 6 002233 ECOFF TRUCKING .00 .00 .00 .00 .00 317.50 6 009826 ECOFF TRUCKING 948.00 320.00 .00 .00 .00 162.00
RCPO17 AGED ACCOUNTS RECEIVABLE AS OF 4/30/93 CO CUST NAME 0 - 90 91 - 120 121 - 150 151 - 180 181 - 210 OVER 6 077047 ECOFF TRUCKING 198.00 .00 .00 .00 .00 95.00 6 083717 ECOTRON TRANSPORTATION IN 245.00 .00 .00 .00 .00 .00 6 007244 EDWAR I MYERS .00 150.00 .00 .00 320.00 .00 6 000155 ELF ATOCHEM 320.00 .00 .00 .00 .00 .00 6 026312 ELF ATOCHEM 3,260.00 1,260.00 1,032.50 240.00 400.00 770.00 6 074672 ELF ATOCHEM .00 .00 .00 .00 .00 78.00 6 078878 ELF ATOCHEM .00 .00 .00 .00 .00 180.00 6 087383 ENSI .00 .00 .00 169.60 .00 .00 6 000239 ENTERPRISE TRANSPORTATION 458.40 .00 .00 .00 .00 243.00 6 002234 ENTERPRISE TRANSPORTATION .00 .00 .00 .00 .00 123.05- 6 005205 ENTERPRISE TRANSPORTATION 813.80 .00 .00 .00 .00 .00 6 005426 ENTERPRISE TRANSPORTATION 1,576.20 .00 .00 .00 197.60 .00 6 006089 ENTERPRISE TRANSPORTATION 320.00 .00 .00 .00 .00 .00 6 028737 ENTERPRISE TRANSPORTATION 1,570.40 .00 .00 .00 .00 .00 6 052740 ENTERPRISE TRANSPORTATION 452.40 .00 .00 .00 .00 .00 6 075943 ENTRANCO INC .00 .00 .00 .00 .00 870.50 6 007330 ENVIRONMENTAL OIL .00 .00 .00 160.92 .00 22.89 6 084688 ENVIRONMENTAL PRODUCTS & 160.92 207.40 15.92 11.92 .00 271.68 6 079087 ENVIRONMENTAL TRANSPORTS .00 .00 .00 .00 .00 235.00 6 005677 ERICKSON TRANSPORT 8,025.98 .00 .00 .00 .00 .00 6 019426 ERICKSON TRANSPORT 8,222.35 .00 .00 .00 155.00 1,561.00 6 075505 ESCO TRANSPORTATION 480.00 .00 370.00 580.00 1,340.00 303.00 6 001041 EUROTAINER .00 660.00 .00 .00 .00 .00 6 081394 EXPRESS TANK 2,203.00 299.00 783.00 435.00 .00 .00 6 010386 EXXON CHEMICAL AMERICAS .00 .00 .00 .00 .00 227.37 6 079984 EXXON CHEMICAL COMPANY .00 .00 1,370.00 .00 .00 .00 6 005676 EXXON COMPANY U S A .00 .00 .00 .00 .00 287.30 6 005210 F M C CORPORATION .00 .00 200.00 .00 .00 .00 6 060049 FANCHEM LTD 88.56 .00 .00 .00 .00 .00 6 032035 FERRO CORPORATION 479.65 .00 .00 .00 .00 .00 6 000529 FLEET TRANSPORT .00 .00 .00 .00 .00 2,091.08 6 000851 FLEET TRANSPORT .00 .00 .00 .00 .00 1,115.53 6 001744 FLEET TRANSPORT .00 .00 .00 .00 .00 1,088.28 6 001745 FLEET TRANSPORT .00 .00 .00 .00 .00 444.41 6 002809 FLEET TRANSPORT .00 .00 .00 .00 .00 2,749.05 6 002810 FLEET TRANSPORT .00 .00 .00 .00 .00 6,577.42 6 004099 FLEET TRANSPORT .00 .00 .00 .00 .00 183.28 6 006477 FLEET TRANSPORT 8.00 .00 160.00 .00 .00 2,175.83 6 010024 FLEET TRANSPORT .00 .00 .00 .00 .00 2,187.88 6 023562 FLEET TRANSPORT .00 .00 .00 .00 .00 943.52 6 026326 FLEET TRANSPORT .00 .00 .00 .00 .00 4,721.52 6 028410 FLEET TRANSPORT 6.76 .00 .00 .00 .00 498.47 6 050114 FLEET TRANSPORT .00 .00 .00 .00 .00 1,496.29 6 050551 FLEET TRANSPORT .00 .00 .00 .00 .00 989.29 6 051367 FLEET TRANSPORT .00 .00 .00 .00 .00 2,356.45 6 055731 FLEET TRANSPORT .00 .00 .00 .00 .00 349.79 6 057533 FLEET TRANSPORT .00 .00 .00 .00 .00 93.28 6 067039 FLEET TRANSPORT .00 .00 .00 .00 .00 122.50 6 058173 FLEET TRANSPORT .00 .00 .00 .00 .00 17,185.79 6 068594 FLEET TRANSPORT .00 .00 .00 .00 .00 243.75 6 068708 FLEET TRANSPORT .00 .00 .00 .00 .00 2,553.70
RCPO17 AGED ACCOUNTS RECEIVABLE AS OF 4/30/93 CO CUST NAME 0 - 90 91 - 120 121 - 150 151 - 180 181 - 210 OVER 6 069059 FLEET TRANSPORT .00 .00 .00 .00 .00 1,123.42 6 070352 FLEET TRANSPORT .00 .00 .00 .00 .00 2,286.85 6 071342 FLEET TRANSPORT .00 .00 .00 .00 .00 2,131.00 6 073636 FLEET TRANSPORT .00 .00 .00 .00 .00 98.80 6 075941 FLEET TRANSPORT 522.34 .00 .00 .00 .00 1,529.96 6 076000 FLEET TRANSPORT .00 .00 .00 .00 .00 863.50 6 077511 FLEET TRANSPORT 151.20 .00 .00 .00 .00 858.38 6 080107 FLEET TRANSPORT .00 .00 .00 .00 .00 448.00 6 080304 FLEET TRANSPORT .00 .00 .00 .00 .00 180.83 6 081434 FLEET TRANSPORT 2,215.50 .00 122.44 190.00 .00 3,228.32 6 081728 FLEET TRANSPORT .00 .00 .00 .00 .00 309.77 6 089926 FLEXIBLE FLYER 320.00 .00 .00 .00 .00 .00 6 009597 FLORIDA ROCK & TANK LINES 445.20 .00 .00 .00 .00 .00 6 009701 FLORIDA ROCK & TANK LINES 737.54 .00 .00 .00 .00 .00 6 057047 FLORIDA ROCK & TANK LINES .00 .00 .00 .00 450.00 .00 6 080320 FLORIDA ROCK & TANK LINES 643.60 .00 .00 .00 .00 .00 6 009075 FOODLINER INCORPORATED 725.00 .00 .00 .00 .00 .00 6 067419 FORT TRANSFER 1,813.50 .00 .00 .00 .00 .00 6 059571 FREEHOLD CARTAGE INCORPOR 576.72 .00 .00 .00 .00 .00 6 051235 FREEPORT TRANSPORT .00 180.20- .00 .00 .00 .00 6 002811 FRIENDSHIP TRANSPORT .00 .00 .00 .00 .00 67.50 6 003082 FRONTIER TANK CENTER .00 60.00- .00 .00 .00 .00 6 077273 FRONTIER TRAILER SALES 385.00 .00 .00 .00 .00 .00 6 055732 FRUEHAUF CORPORATION .00 .00 .00 .00 .00 201.03 6 084701 FRUEHAUF CORPORATION 670.50 .00 .00 .00 .00 357.25 6 008071 GAF CORPORATION .00 62.50 .00 .00 .00 .00 6 004170 G S ROBINS & COMPANY 555.00 .00 220.00 .00 .00 .00 6 010051 GANNONG M COMPANY INC .00 .00 318.00 .00 .00 .00 6 052568 GAST FUEL & SERVICES INC 175.00 .00 .00 .00 .00 .00 6 050033 GATEWAY TERMINAL .00 .00 .00 .00 .00 43.87 6 089990 GENERAL CAR & TRUCK LINE 300.00 .00 .00 .00 .00 .00 6 089299 GENERAL CAR & TRUCK LEASE 315.00 .00 .00 .00 .00 .00 6 032710 GENERAL CHEMICAL CORP 259.70 .00 .00 .00 .00 .00 6 024573 GENERAL DYNAMICS CORP .00 .00 .00 .00 .00 200.00 6 033220 GENERAL ELECTRIC COMPANY .00 52.00 .00 .00 .00 .00 6 081276 GENERAL ELECTRIC COMPANY 246.00- 1,206.00 .00 275.00 125.00 4,483.00- 6 089461 GENERAL ELECTRIC COMPANY 15,067.00 1,365.00 .00 .00 .00 .00 6 033320 GENERAL ELECTRIC PLASTICS .00 .00 149.00 .00 .00 .00 6 082673 GENOVA INC .00 .00 .00 .00 .00 1,918.51 6 034140 GEORGIA PACIFIC CORP 144.72 .00 .00 .00 .00 .00 6 007499 GLESS BROTHERS 1,173.86 .00 .00 .00 .00 .00 6 089816 GLOBAL SPILL MANAGEMENT 238.50 .00 .00 .00 .00 .00 6 071000 GOLD BOND BLDG PRODUCTS .00 .00 .00 .00 .00 128.26 6 019319 GORSKI BULK TRANSPORT 675.92 .00 .00 .00 290.00 .00 6 060911 GRACE LOGISTICS SERVICES 6,956.12 170.00 .00 150.00 .00 842.24 6 000571 GREAT AMERICAN FOOD SALES 960.00 .00 90.00 .00 .00 .00 6 089834 GREAT DANE TRAILERS INC 250.00 .00 .00 .00 .00 .00 6 035610 GREAT LAKES CHEMICAL CO 450.00 .00 .00 .00 .00 .00 6 080559 GREAT LAKES ENVIRONMENTAL 88.56 .00 .00 .00 .00 .00 6 062508 GREAT LAKES TERM TRANS .00 .00 .00 .00 .00 115.00- 6 052741 GRIFF JONES TRANSPORT 180.20 875.56 1,148.51 287.26 296.80 441.45
RCPO17 AGED ACCOUNTS RECEIVABLE AS OF 4/30/93 CO CUST NAME 0 - 90 91 - 120 121 - 150 151 - 180 181 - 210 OVER 6 065723 GRIFF JONES TRANSPORT 9,042.00 2,729.00 868.00 .00 .00 .00 6 082568 GRIFFITH OIL COMPANY 48.15 .00 .00 .00 .00 .00 6 004040 GROENDYKE TANK LINES 227.00 .00 .00 .00 .00 .00 6 028411 GROENDYKE TANK LINES 13,728.60 .00 .00 .00 160.00 .00 6 089647 GRUMMAN ALLIED-LLV DIV 20,850.20 .00 .00 .00 .00 .00 6 074521 GUARDSMAN PRODUCTS INC .00 .00 .00 .00 .00 550.00 6 052149 H B FULLER COMPANY 480.00 .00 .00 .00 .00 21.20 6 086736 H C I GEORGIA INC 331.00 .00 .00 .00 .00 .00 6 082002 H G ANDERSON TRUCK CORP 1,116.00 .00 112.00 .00 .00 152.90 6 036420 HALL CHEMICAL COMPANY 600.00 .00 .00 .00 .00 .00 6 072251 HAMPSHIRE CHEMICAL .00 .00 .00 .00 .00 872.44 6 017073 HAMPSHIRE CHEMICAL CORP .00 .00 .00 .00 .00 168.00 6 010758 HAPAG-LLOYD CONTAINER LIN .00 .00 .00 .00 .00 200.00 6 061030 HARMAC TRANSPORTATION 234.36 .00 .00 .00 .00 .00 6 004550 HAWK TRANSPORTATION SERV 859.81 280.80 .00 .00 .00 137.80- 6 089191 HCI CHEMTECH DISTRIBUTION 270.00 348.75 .00 .00 .00 .00 6 083010 HEIL COMPANY 250.00 .00 .00 .00 .00 .00 6 076997 HEIL TANK SERVICE 65.00 .00 .00 .00 .00 .00 6 083066 HEIL TRADING COMPANY 310.00 .00 .00 .00 .00 .00 6 050176 HENKEL CORP .00 .00 .00 .00 .00 270.40- 6 058024 HENKEL CORP 164.00 .00 .00 .00 .00 .00 6 064033 HENKEL CORP 630.00 .00 .00 .00 .00 .00 6 004725 HENKEL CORPORATION 2,093.00 .00 .00 .00 .00 .00 6 088285 HENKEL TEXTILE CHEMICAL 125.99 .00 .00 .00 .00 .00 6 016884 HERCULES INCORPORATED 8,964.74 630.00 .00 .00 .00 .00 6 060030 HERCULES INCORPORATED 1,190.00 .00 .00 .00 .00 .00 6 077189 HERMAN BROTHERS INC 210.00 .00 .00 .00 .00 .00 6 078504 HERMAN BROTHERS INC 384.00 .00 .00 .00 .00 .00 6 008432 HEVI DUTY ELECTRIC CO .00 .00 .00 .00 .00 140.00- 6 038920 HIGH POINT CHEMICAL CORP 814.00 .00 .00 .00 .00 .00 6 075111 HIGHWAY PIPELINE .00 .00 .00 .00 .00 215.00 6 018008 HIGHWAY TRANSPORT INC 23,132.08 .00 .00 10.60 .00 241.68 6 064409 HIGHWAY TRANSPORT INC .00 .00 .00 .00 .00 1,337.50- 6 085679 HIGHWAY TRANSPORT INC .00 .00 .00 .00 .00 649.49 6 087087 HIGHWAY TRANSPORT INC .00 .00 .00 .00 .00 129.30 6 087891 HIGHWAY TRANSPORT INC .00 169.75 .00 .00 .00 .00 6 014790 HOECHST CELANESE CORP 115.00 .00 .00 .00 .00 .00 6 073164 HOFFMEIER .00 200.00- .00 .00 .00 .00 6 009739 HOLLY TRANSPORTATION 5,135.00 190.00- .00 .00 .00 .00 6 001724 HOLTRA CHEMICAL INC 130.00 .00 .00 .00 .00 .00 6 084826 HOOVER GROUP INC 6,000.00 .00 .00 .00 .00 .00 6 090118 HORNER EQUIPMENT COMPANY 135.00 .00 .00 .00 .00 .00 6 082253 HOT Z TRANSPORT COMPANY 190.80 .00 .00 .00 .00 .00 6 083109 HOUSTON TANK TRAILER INC 4,992.50 .00 200.00- .00 .00 .00 6 081778 HOWELL CHEMICAL CO 483.00 .00 .00 .00 .00 .00 6 074413 HOWELL HYDROCARBONS .00 .00 215.00 .00 .00 .00 6 017750 HOYER USA INCORPORATED 273.00 .00 127.20 .00 .00 237.66 6 078703 HOYER USA INCORPORATED .00 .00 .00 .00 283.40 1,259.70 6 083866 HURRICANE TANK WASH .00 1,300.00 .00 .00 .00 .00 6 060147 ICI AMERICAS INC 11,195.72 .00 .00 .00 .00 .00 6 078186 IDAHO MILK TRANSPORT INC 600.00 .00 .00 .00 .00 .00
RCPO17 AGED ACCOUNTS RECEIVABLE AS OF 4/30/93 CO CUST NAME 0 - 90 91 - 120 121 - 150 151 - 180 181 - 210 OVER 6 040255 I F F .00 .00 .00 .00 .00 269.64- 6 005446 IMPERIAL WEST CHEMICAL CO 625.00 .00 .00 .00 .00 .00 6 007245 INDIAN RIVER TRANSPORT 1,177.00 .00 .00 .00 .00 .00 6 052295 INFINGER TRANSPORTATION 3,609.50 .00 .00 .00 .00 95.00 6 087464 INK COMPANY 1,500.00 50.00 .00 .00 .00 .00 6 033920 INLAND ROME INC .00 143.00 .00 .00 .00 .00 6 074110 INTERFLOW USA 1,201.25 .00 .00 .00 145.60 1,034.80 6 064466 INTERNATIONAL CONTAINER 2,712.65 418.50 .00 .00 1,295.00 680.30 6 004579 INTERPLASTICS CORPORATION 191.00 .00 .00 250.00 .00 130.00- 6 058104 INTERPOLYMER CORP 130.00 .00 .00 .00 .00 52.53 6 074498 INTERSTATE CHEMICAL CO 940.80 .00 .00 .00 .00 .00 6 055429 IREDELL MILK TRANSPORTATION 130.00 .00 .00 .00 .00 .00 6 081204 IRON HORSE EQUIP CORP 70.00 .00 .00 .00 .00 .00 6 000562 IVAX INDUSTRIES 1,080.00 .00 .00 .00 .00 445.00 6 073566 J & M .00 .00 .00 .00 .00 93.00- 6 081698 J & M TANK LINES .00 250.00 550.70 526.30 .00 .00 6 054622 J P HUNT 140.00 .00 .00 .00 .00 .00 6 088217 J P VOJT .00 153.70 .00 .00 .00 .00 6 063564 JARRELL TRANSPORT 10,924.00 .00 .00 .00 .00 .00 6 005169 JOHNSON & JOHNSON .00 .00 .00 .00 .00 700.00- 6 051286 JOHNSRUD TRANSPORT INC .00 .00 .00 50.00 .00 .00 6 089344 JOHNSRUD TRANSPORT INC 1,279.00 .00 .00 .00 .00 .00 6 000977 JONES CHEMICAL COMPANY 445.20 .00 .00 .00 .00 .00 6 063078 K & D INDUSTRIES WEST 1,143.00 .00 .00 .00 .00 .00 6 081273 K & D OF OHIO INC 570.00 172.50- .00 .00 .00 .00 6 070211 K & W TRUCKING .00 .00 .00 .00 .00 90.10- 6 000507 KALEX CHEMICAL PRODUCTS .00 23.85 .00 .00 .00 .00 6 001408 KAW TRANSPORT CO 807.76 .00 .00 .00 .00 .00 6 055936 KAW TRANSPORT CO .00 .00 .00 .00 .00 132.85- 6 005543 KENAN TRANSPORT 1,522.50 305.00 .00 .00 .00 185.00 6 087694 KINGS FUEL 465.48 .00 .00 .00 .00 .00 6 088916 KIRK LINES .00 440.00 .00 .00 .00 .00 6 043450 KLEEN BRITE LABORATORIES 1,018.18 .00 .00 .00 .00 .00 6 002714 KOCH SERVICE INC 243.00 .00 .00 .00 .00 .00 6 082006 KOCH SERVICE INC 1,275.00 75.00- .00 .00 .00 .00 6 057738 KOCH SERVICE INCORPORATED 400.00 .00 .00 .00 .00 .00 6 072828 KOCH SERVICE INCORPORATED .00 .00 .00 .00 .00 904.22- 6 060406 KOCH SERVICES INCORPORATE 215.00 .00 .00 .00 .00 .00 6 089060 KOCH SERVICES INCORPORATE 220.00 .00 .00 .00 .00 .00 6 087336 KRAFT FOODS INCORPORATED .00 .00 .00 .00 .00 115.00 6 083410 KRAMER CHEMICAL .00 .00 .00 .00 .00 171.20 6 054109 KUHNLE BROS INC 889.92 .00 .00 .00 .00 .00 6 050552 KUNHLE 651.84 .00 .00 .00 .00 .00 6 071773 L & B TRANSPORT CO 1,602.50 .00 .00 .00 .00 .00 6 051233 LACYS EXPRESS 1,570.24 .00 .00 .00 .00 .00 6 078334 LAID LAW ENVIRONMENTAL 420.00 .00 .00 .00 .00 .00 6 002139 LAIDLAW ENVIRONMENTAL INC 400.00 .00 .00 .00 .00 70.00- 6 000857 LANGER TRANSPORT 8,862.97 195.00 .00 160.92 160.92 7,695.55 6 079886 LARSON INTERMODAL 6,306.90 2,765.00 .00 .00 80.00 2,263.10 6 083707 LAWSON TRUCKING 110.00 .00 .00 .00 .00 .00 6 050554 LEASEWAY .00 .00 .00 .00 .00 255.11
RCPO17 AGED ACCOUNTS RECEIVABLE AS OF 4/30/93 CO CUST NAME 0 - 90 91 - 120 121 - 150 151 - 180 181 - 210 OVER 6 054620 LEASEWAY .00 10.00 .00 .00 .00 625.77 6 057898 LEASEWAY .00 .00 .00 .00 .00 225.20 6 069879 LEASEWAY .00 .00 .00 .00 .00 206.70- 6 089061 LEE-WAY TRUCKING 175.00 .00 .00 .00 .00 .00 6 003948 LEESER TRANSPORTATION 675.00 .00 .00 .00 .00 .00 6 065847 LES TRANSPORTS PROVOST 1,123.50 .00 .00 .00 .00 162.00- 6 000615 LESCHACO INCORPORATED 1,961.50 3,415.00 .00 .00 .00 2,736.60 6 024869 LESCHACO INCORPORATED .00 .00 .00 .00 .00 156.60 6 028412 LESCHACO INCORPORATED 1,804.00 1,488.00 280.00 215.00 250.00 260.00 6 074319 LESCHACO INCORPORATED .00 .00 .00 .00 .00 413.10 6 077346 LEVY TRANSPORT 204.12 .00 .00 .00 .00 .00 6 052017 LEWIS TRANSPORT .00 .00 .00 .00 .00 160.00- 6 047010 LILLY & COMPANY 551.20 .00 .00 .00 .00 .00 6 010026 LINDEN BULK TRANSPORT 265.00 .00 .00 .00 .00 .00 6 060039 LINDSEY MOTOR EXPRESS 3,925.00 .00 .00 .00 .00 .00 6 008240 LIQUID CARGO INCORPORATED 1,252.36 .00 .00 .00 .00 62.45 6 009964 LIQUID CARGO INCORPORATED 175.00 .00 .00 .00 .00 .00 6 087585 LIQUID TRANSPORT LTC 1,481.40 .00 .00 .00 465.00 .00 6 028790 LIQUID TRANSPORT CORP 8,602.93 76.00- .00 .00 .00 175.30 6 058202 LIQUID TRANSPORT CORP 576.50 11.25 .00 .00 .00 145.00 6 058330 LIQUID TRANSPORT CORP 135.00 .00 .00 .00 .00 .00 6 076379 LIQUID TRANSPORT CORP 178.75 .00 .00 .00 .00 16.49 6 082642 LIQUID TRANSPORT CORP 1,526.40 7.70 .00 .00 .00 291.27 6 089328 LIQUID TRANSPORT CORP 139.32 .00 .00 .00 .00 .00 6 000813 LIQUID TRANSPORTERS INC .00 .00 .00 .00 .00 6,629.38 6 007702 LIQUID TRANSPORTERS INC .00 .00 .00 .00 .00 222.60 6 009598 LIQUID TRANSPORTERS INC .00 .00 .00 .00 .00 1,360.80 6 025743 LIQUID TRANSPORTERS INC 2,949.00 .00 .00 .00 .00 60.00 6 025997 LIQUID TRANSPORTERS INC .00 .00 .00 .00 .00 139.26 6 050954 LIQUID TRANSPORTERS INC 1,525.80 .00 .00 .00 .00 90.10 6 051103 LIQUID TRANSPORTERS INC .00 .00 .00 .00 .00 2,303.58 6 053487 LIQUID TRANSPORTERS INC .00 .00 169.56 .00 .00 537.89 6 085908 LIQUID TRANSPORTERS INC 244.00 .00 .00 .00 .00 2,827.54 6 069027 LIQUID TRANSPORTERS INC 4,109.00 716.00 186.50 204.00- 747.00 8,700.98 6 082247 LIQUID TRANSPORTERS INC .00 .00 .00 .00 .00 886.56 6 074197 LLOYD TRANSPORT 1,672.56 576.00 .00 .00 .00 .00 6 005534 LONZA INC 332.50 .00 576.75 .00 .00 .00 6 059294 LUCKEY TRUCKING INC 154.00 .00 .00 .00 .00 130.00- 6 061521 M N BOYCHUK STONE CO .00 43.20 .00 .00 .00 .00 6 084110 MAIN BROS OIL CO 160.92 .00 .00 .00 .00 .00 6 002216 MANFREDI 1,176.17 .00 .00 .00 .00 .00 6 006485 MANFREDI 423.36 .00 .00 .00 .00 .00 6 025653 MANFREDI 811.00 .00 .00 .00 .00 375.00 6 066765 MANFREDI .00 .00 .00 .00 .00 192.40 6 071763 MANFREDI .00 .00 .00 .00 .00 300.00- 6 088555 MANFREDI MOTOR TRANSIT 207.36 .00 .00 .00 .00 .00 6 052575 MARCOTTE FARMS INC 4,061.73 .00 .00 .00 .00 .00 6 073161 MASON DIXON TANK LINES .00 .00 .00 .00 .00 734.26 6 001754 MATLACK INC 6,393.50 .00 .00 .00 .00 890.00 6 002544 MATLACK INC 2,454.60 .00 .00 .00 .00 423.00- 6 002545 MATLACK INC 1,020.00 .00 .00 .00 .00 .00
RCP017 A G E D A C C O U N T S R E C E I V A B L E AS OF 4/30/93 CO CUST NAME 0 - 90 91 - 120 121 - 150 151 - 180 181 - 210 OVER 6 002813 MATLOCK INC 167.00 .00 .00 .00 .00 .00 6 003628 MATLOCK INC 2,224.53 .00 .00 .00 .00 338.39 6 003855 MATLOCK INC 1,491.40 .00 235.00 .00 .00 210.00- 6 005096 MATLOCK INC 651.00 .00 .00 .00 206.00 .00 6 006834 MATLOCK INC 405.85 .00 .00 .00 .00 .00 6 007500 MATLOCK INC .00 362.00 .00 .00 .00 .00 6 007513 MATLOCK INC 155.00 .00 .00 .00 .00 .00 6 007704 MATLOCK INC 287.50 .00 .00 .00 .00 .00 6 008246 MATLOCK INC 315.00 .00 .00 .00 .00 .00 6 008248 MATLOCK INC 627.00 .00 .00 .00 .00 705.00 6 008551 MATLOCK INC .00 .00 .00 .00 190.00 .00 6 009945 MATLOCK INC 1,023.75 527.00 .00 .00 .00 408.50 6 027182 MATLOCK INC .00 .00 .00 .00 .00 2,115.85- 6 027183 MATLOCK INC 790.52 .00 .00 .00 .00 .00 6 027821 MATLOCK INC 22.62 .00 .00 .00 .00 194.00 6 028414 MATLOCK INC 167.50 .00 .00 .00 .00 .00 6 050555 MATLOCK INC 183.00 .00 .00 .00 .00 .00 6 050932 MATLOCK INC .00 .00 .00 230.00 .00 .00 6 051374 MATLOCK INC 195.00 .00 .00 .00 .00 .00 6 051707 MATLOCK INC 3,536.75 .00 .00 .00 125.00- .00 6 052220 MATLOCK INC 145.00 422.50 .00 .00 .00 175.00 6 052297 MATLOCK INC 545.00 161.25 .00 .00 .00 .00 6 052571 MATLOCK INC .00 490.00 .00 230.00 .00 .00 6 052746 MATLOCK INC 1,683.08 .00 .00 45.00 .00 276.55 6 052995 MATLOCK INC 185.00 .00 .00 .00 .00 .00 6 053568 MATLOCK INC 830.00 .00 .00 .00 .00 .00 6 053569 MATLOCK INC 455.00 .00 .00 .00 .00 10.43 6 055434 MATLOCK INC 1,285.62 .00 .00 .00 .00 337.11 6 059573 MATLOCK INC 170.00 .00 .00 .00 .00 .00 6 062575 MATLOCK INC 170.00 .00 .00 .00 .00 .00 6 063184 MATLOCK INC 145.00 .00 .00 .00 .00 .00 6 068107 MATLOCK INC 147.00 .00 .00 .00 .00 240.00- 6 073163 MATLOCK INC 340.00 .00 .00 .00 .00 .00 6 074992 MATLOCK INC .00 .00 .00 .00 .00 80.00- 6 078211 MATLOCK INC 2,273.00 215.00 .00 .00 .00 200.83 6 078731 MATLOCK INC .00 1,334.90 .00 .00 .00 1,126.66 6 078995 MATLOCK INC 313.00 172.50 .00 .00 .00 .00 6 080501 MATLOCK INC 680.00 205.00 .00 .00 .00 .00 6 081655 MATLOCK INC 180.00 120.00 .00 .00 .00 .00 6 081663 MATLOCK INC .00 .00 .00 .00 233.00 .00 6 082545 MATLOCK INC 189.00 .00 .00 .00 .00 .00 6 087163 MATLOCK INC 480.00 .00 .00 .00 .00 155.00 6 063567 MAXWELL TANK LINES 194.00 .00 .00 397.00 .00 404.00 6 006192 MC KENZIE TANK LINES INC 120.00 .00 .00 .00 .00 .00 6 054164 MC KENZIE TANK LINES INC 1,733.00 .00 .00 .00 .00 1,690.00 6 065098 MC KENZIE TANK LINES INC 436.80 .00 .00 .00 .00 .00 6 079755 MC KENZIE TANK LINES INC 210.60 .00 .00 .00 .00 .00 6 069847 MC NULTY BULK TRANSPORT .00 .00 .00 .00 .00 10.90- 6 085359 MC TANK TRANSPORT 250.00 .00 .00 .00 .00 .00 6 088506 MCILVAINE TRUCKING INC 1,475.60 .00 .00 .00 .00 .00 6 088346 MC KENZIE TANK LINES INC 760.00 .00 .00 .00 .00 .00
RCP017 A G E D A C C O U N T S R E C E I V A B L E AS OF 4/30/93 CO CUST NAME 0 - 90 91 - 120 121 - 150 151 - 180 181 - 210 OVER 6 082684 MID WEST SERVICE INC .00 .00 .00 .00 .00 350.00 6 081842 MIDLAND ENVIRONMENTAL SER .00 .00 .00 .00 .00 5.20- 6 009841 MILES INC 16,640.67 1,888.00 3,488.13 6,677.69 7,004.13 6,595.50 6 053100 MILES INC .00 .00 .00 .00 .00 139.13 6 077812 MILES INC 16,100.00 .00 4,195.00 900.00 1,480.00 1,579.50 6 080311 MILES INC .00 .00 .00 .00 .00 139.13 6 085980 MILES INC 419.50 .00 .00 .00 .00 161.00 6 057048 MILKY WAY TRANSPORT CO .00 80.00 .00 .00 .00 .00 6 001867 MILLER TRANSPORT 2,766.00 .00 .00 .00 .00 .00 6 002503 MILLER TRANSPORT 357.00 .00 .00 .00 .00 .00 6 002814 MILLER TRANSPORT 1,205.35 196.00- .00 .00 .00 .00 6 003083 MILLER TRANSPORT 655.00 .00 .00 .00 .00 .00 6 004042 MILLER TRANSPORT 1,583.25 .00 .00 .00 .00 .00 6 004043 MILLER TRANSPORT 452.00 .00 .00 .00 .00 .00 6 009204 MILLER TRANSPORT 666.30 .00 .00 .00 .00 .00 6 026634 MILLER TRANSPORT 2,460.62 169.56 .00 .00 .00 1,185.03 6 028774 MILLER TRANSPORT 1,509.00 .00 .00 .00 .00 189.00 6 050700 MILLER TRANSPORT .00 570.00 .00 .00 .00 .00 6 055544 MILLER TRANSPORT 578.00 .00 .00 .00 .00 .00 6 057632 MILLER TRANSPORT 2,161.00 .00 .00 .00 .00 1,005.10 6 059863 MILLER TRANSPORT 238.00 .00 .00 .00 .00 .00 6 051995 MILLER TRANSPORT 559.05 .00 .00 .00 .00 147.00 6 063315 MILLER TRANSPORT 330.00 .00 .00 .00 .00 .00 6 067420 MILLER TRANSPORT .00 .00 .00 .00 .00 265.00 6 076377 MILLER TRANSPORT 445.20 .00 .00 .00 .00 .00 6 088414 MILLER TRANSPORT 654.50 .00 .00 .00 .00 .00 6 008251 MILLER TRANSPORTERS 2,356.87 .00 295.00- .00 140.00- .00 6 001755 MISSION PETROLEUM .00 .00 529.06- .00 .00 .00 6 028194 MISSIPPIPPI CHEMCICAL CORP .00 .00 .00 .00 .00 461.44- 6 060036 MISSIPPIPPI CHEMCICAL CORP 3,712.52 .00 .00 .00 .00 675.40 6 088039 MISSIPPIPPI CHEMCICAL CORP 2,738.42 .00 .00 .00 .00 .00 6 089568 MOBIL CHEMICAL CORPORATION 1,491.95 .00 .00 .00 .00 .00 6 002847 MOBIL OIL CORPORATION 155.00 .00 .00 .00 .00 .00 6 015086 MOBIL OIL CORPORATION .00 .00 .00 .00 .00 1,156.06 6 015015 MONSANTO COMPANY 1,278.41 .00 .00 .00 .00 .00 6 053490 MONSANTO COMPANY 2,250.00 .00 .00 .00 .00 .00 6 058407 MONSANTO COMPANY .00 .00 .00 .00 .00 7.05- 6 087131 MONTGOMERY INTERMODAL 190.00 .00 .00 .00 .00 .00 6 001758 MONTGOMERY TANK LINES .00 .00 .00 .00 .00 168.80- 6 025615 MONTGOMERY TANK LINES .00 .00 .00 .00 .00 734.85- 6 027823 MONTGOMERY TANK LINES .00 .00 .00 .00 .00 179.35- 6 050455 MONTGOMERY TANK LINES .00 .00 .00 .00 .00 50.35- 6 051708 MONTGOMERY TANK LINES .00 .00 .00 .00 .00 148.50- 6 054110 MONTGOMERY TANK LINES 1,012.25 .00 789.41 .00 .00 23,871.35 6 059865 MONTGOMERY TANK LINES .00 .00 .00 .00 .00 73.85- 6 071525 MONTGOMERY TANK LINES .00 .00 .00 .00 .00 968.24- 6 072711 MONTGOMERY TANK LINES .00 .00 .00 .00 .00 613.79 6 073639 MONTGOMERY TANK LINES .00 .00 .00 .00 .00 385.20- 6 074738 MONTGOMERY TANK LINES .00 .00 .00 .00 .00 550.25- 6 075827 MONTGOMERY TANK LINES .00 .00 .00 .00 .00 263.75- 6 075849 MONTGOMERY TANK LINES .00 .00 .00 .00 .00 63.60
RCP017 A G E D A C C O U N T S R E C E I V A B L E AS OF 4/30/93 CO CUST NAME 0 - 90 91 - 120 121 - 150 151 - 180 181 - 210 OVER 6 076378 MONTGOMERY TANK LINES .00 .00 .00 .00 .00 248.04 6 078844 MONTGOMERY TANK LINES .00 .00 .00 .00 .00 3,805.35 6 085268 MONTGOMERY TANK LINES 3,034.74 .00 .00 .00 .00 803.10 6 087390 MONTGOMERY TANK LINES 879.00 .00 .00 .00 .00 .00 6 087944 MONTGOMER TRUCK LINES 515.10 .00 .00 .00 .00 .00 6 066682 MONTGOMERY/QUALITY CARRIE .00 .00 .00 .00 .00 19.20 6 049495 MOONEY CHEMICAL INC 680.50 .00 .00 .00 .00 .00 6 090200 MORETEX CHEMICAL COMPANY 190.00 .00 .00 .00 .00 .00 6 008674 MORTON INT'L SPECIALITY C .00 .00 .00 .00 .00 5,225.00 6 080936 MORTON INTERNATIONAL 185.00 .00 .00 .00 .00 .00 6 009812 MR FRANK 1,309.00 .00 .00 .00 .00 253.00 6 021654 NALCO CHEMICAL COMPANY 7,931.98 985.80 1,918.60 .00 .00 1,160.95- 6 054670 NALCO CHEMICAL COMPANY 17,867.00 .00 .00 .00 .00 .00 6 054710 NALCO CHEMICAL COMPANY 5,185.00 .00 .00 .00 .00 .00 6 024270 NAPPI TRUCKING CORP 614.80 .00 .00 .00 .00 .00 6 000733 NATIONAL STARCH & CHEM CO 1,063.04 .00 .00 .00 .00 .00 6 025616 NATIONAL STARCH & CHEM CO 128.70 .00 .00 .00 .00 .00 6 070043 NEW DIXIE TRANSPORTATION .00 .00 .00 .00 .00 37.10- 6 025616 NEW ENGLAND TRUCK SALES .00 .00 .00 155.00 155.00 4,225.40 6 005560 NEW HAVEN TANK TERMINAL 155.00 .00 .00 .00 .00 .00 6 075998 NILES CHEMICAL 620.00 .00 .00 .00 .00 .00 6 075771 NIPPON EXPRESS .00 .00 .00 .00 .00 350.55 6 084304 NORTH CANTON TRASFER .00 .00 20.00 .00 .00 .00 6 057668 NORTRU INC 967.22 .00 .00 .00 .00 .00 6 060842 NOVA CHEM 2,133.00 .00 .00 .00 .00 .00 6 081002 NOVACOR CHEMICALS INC .00 .00 .00 .00 .00 140.00 6 007615 NUBULK .00 .00 .00 .00 .00 1,860.00 6 053963 NUBULK .00 .00 .00 .00 .00 602.60 6 074917 NUBULK SERVICES INC .00 .00 .00 .00 .00 2,392.69 6 065354 OAKLEY TRANSPORT 2,820.00 113.93- .00 .00 120.00 420.00 6 092233 OBRIEN TRANSPORT INC .00 .00 .00 10.40 .00 1,206.67 6 007934 OCCIDENTAL CHEMICAL CORP 464.50 .00 .00 .00 .00 .00 6 024720 OCCIDENTAL CHEMICAL CORP 157.00 .00 .00 .00 .00 212.00 6 026303 OCCIDENTAL CHEMICAL CORP 1,168.00 .00 .00 .00 .00 354.00 6 038575 OCCIDENTAL CHEMICAL CORP 4,659.00 .00 .00 .00 .00 491.00 6 078706 OCCIDENTAL CHEMICAL CORP 207.36 .00 .00 .00 .00 .00 6 079815 OCCIDENTAL CHEMICAL CORP .00 .00 .00 .00 .00 160.00 6 082295 OCCIDENTAL CHEMICAL CORP .00 .00 .00 .00 .00 980.00 6 099996 OCCIDENTAL CHEMICAL CORP 147.95 .00 .00 .00 .00 .00 6 007687 ODYSSEY 220.00 .00 .00 .00 .00 .00 6 073725 ODYSSEY 4,455.00 .00 .00 .00 .00 .00 6 026443 OHIO POLYCHEMICAL 1,314.00 260.00 .00 .00 .00 25.00- 6 082831 OLIN CORPORATION 47,000.00 .00 690.00 .00 .00 .00 6 039570 OLIN HUNT SPECIALTY PROD .00 .00 .00 .00 .00 140.00- 6 005440 OMNI BULK SYSTEMS .00 .00 .00 .00 .00 59.40- 6 051344 OPIES MILK HAULERS 749.12 .00 .00 .00 .00 .00 6 076295 ORIOLE CHEMICAL CARRIERS .00 .00 .00 .00 .00 71.02- 6 055437 OVID TRUCKING .00 .00 .00 .00 .00 165.00 6 064997 OWINGS TRANSPORT .00 .00 .00 .00 .00 1,079.62 6 067080 OZINGA PROS INC 192.50- .00 .00 .00 .00 .00 6 087607 P & R TANK LINES OF BALT 185.76 .00 .00 .00 .00 .00
RCP017 A G E D A C C O U N T S R E C E I V A B L E AS OF 4/30/93 CO CUST NAME 0 - 90 91 - 120 121 - 150 151 - 180 181 - 210 OVER 6 005985 P B & S CHEMICAL COMPANY 291.50 .00 .00 .00 .00 .00 6 060640 P B & S CHEMICAL COMPANY 352.45 .00 .00 .00 .00 .00 6 033970 P D GEORGE COMPANY 421.20 .00 .00 .00 .00 .00 6 018500 P P G INDUSTRIES INC .00 .00 .00 .00 .00 91.75- 6 005434 PASCO PRODUCTS 347.79 .00 .00 .00 .00 .00 6 090164 PEDRONI FUEL COMPANY 418.70 .00 .00 .00 .00 .00 6 076845 PENCCO 405.00 105.00- .00 .00 .00 .00 6 082640 PENN TANK LINES 333.55 .00 .00 .00 .00 .00 6 090071 PENN TANK LINES 153.70 .00 .00 .00 .00 .00 6 000536 PENTRON 170.00 .00 .00 .00 .00 .00 6 003947 PENTRON 412.00 962.00 .00 .00 .00 .00 6 051090 PENTRON INC 1,399.20 .00 .00 .00 .00 420.13 6 077387 PERFORMANCE POLINERS CO .00 .00 .00 .00 .00 130.00 6 089663 PERIDOT CHEMICAL CO 45.00 .00 .00 .00 .00 .00 6 060035 PETRO CHEMICAL PROCESS 177.55 .00 .00 .00 .00 .00 6 062388 PETRO-LUBE INC 184.00 .00 .00 .00 .00 .00 6 067218 PETROLITE CORPORATION 105.00 .00 .00 .00 .00 .00 6 051263 PIERCETON TRUCKING 100.00 .00 .00 .00 .00 .00 6 064880 PIONEER PLASTICS CORP 370.44 .00 .00 .00 .00 .00 6 076226 POLSINELLO FUEL INC 144.72 .00 .00 .00 .00 .00 6 072073 POPE TRANSPORT 120.00 .00 .00 .00 .00 .00 6 057051 PROVOST BULK TRANSPORT IN 190.00 .00 .00 .00 .00 .00 6 050772 PROVOST BULK TRANSPORTATION 2981.62 .00 .00 .00 .00 .00 6 063181 PROVOST CARTAGE 1,144.81 169.56 .00 .00 .00 321.67- 6 064301 PROVOST CARTAGE 611.00 .00 .00 .00 .00 .00 6 083705 PROVOST CARTAGE 1,238.76 .00 .00 .00 .00 .00 6 002926 PUERTO RICAN MARINE MNGMT .00 .00 .00 .00 .00 40.00 6 078431 PUERTO RICAN MARINE MNGMT 90.00 .00 .00 .00 .00 .00 6 001252 PUMB & TANK SHOP 380.00 .00 .00 .00 .00 .00 6 054965 PVS CHEMICALS INC 115.00 .00 .00 .00 .00 .00 6 004287 QUALITY CARRIERS .00 .00 .00 .00 .00 945.00 6 025117 QUALITY CARRIERS .00 .00 .00 .00 .00 1,511.99 6 053780 QUALITY CARRIERS .00 .00 .00 .00 .00 2,877.83 6 056179 QUALITY CARRIERS .00 .00 .00 .00 .00 169.40 6 069044 QUALITY CARRIERS .00 .00 .00 .00 .00 208.82 6 069613 QUALITY CARRIERS .00 .00 .00 .00 .00 253.87 6 061876 QUALITY CARRIERS .00 .00 .00 .00 .00 220.00 6 082916 QUALITY TRANSPORT .00 .00 198.00- .00 .00 .00 6 084600 QUANTUM CHEMICAL CORP 240.00 .00 .00 .00 .00 .00 6 084610 QUANTUM CHEMICAL CORP 240.00 .00 .00 .00 .00 .00 6 081002 QUEENSWAY TANK LINES 464.77 .00 .00 .00 .00 .00 6 055737 R J GUERRERA 2,018.00 .00 .00 .00 .00 .00 6 052918 R WAYNE BOST TRUCKING INC 5,295.34 .00 .00 .00 .00 .00 6 080180 R WAYNE BOST TRUCKING INC 3,444.90 .00 50.00 .00 .00 .00 6 069317 RAY HOLDER CARRIER .00 .00 .00 .00 .00 1,385.57 6 000858 REFINERS TRANSPORT .00 .00 .00 .00 .00 1,796.47 6 002762 REFINERS TRANSPORT .00 .00 .00 .00 .00 224.20 6 009827 REFINERS TRANSPORT .00 .00 .00 .00 .00 90.00 6 050944 REFINERS TRANSPORT .00 .00 .00 .00 .00 4,475.42 6 057532 REFINERS TRANSPORT .00 .00 .00 .00 .00 405.18 6 060038 REFINERS TRANSPORT .00 .00 .00 .00 .00 2,054.94
RCP017 A G E D A C C O U N T S R E C E I V A B L E AS OF 4/30/93 CO CUST NAME 0 - 90 91 - 120 121 - 150 151 - 180 181 - 210 OVER 6 064433 REFINERS TRANSPORT .00 .00 .00 .00 .00 1,710.32 6 080937 REFINERS TRANSPORT .00 .00 .00 .00 .00 933.91 6 058675 REICHOLD CHEMICAL COMPANY .00 .00 .00 .00 .00 350.96 6 068450 REICHOLD CHEMICAL COMPANY .00 .00 .00 .00 .00 917.50 6 004451 RENOSOL CORPORATION 660.00 .00 .00 .00 .00 .00 6 054787 RESEARCH SOLV & CHEM INC 285.00 .00 .00 .00 .00 366.48- 6 080468 RESOURCE TRANSPORT .00 .00 .00 .00 .00 324.62 6 070889 RESOURCES TRANSPORTATION 4,190.00 190.00 160.00 .00 160.00- .00 6 067701 RETECH CORPORATION .00 .00 .00 .00 .00 265.00 6 009571 REYNOLDS METALS COMPANY 70.00 .00 .00 .00 .00 .00 6 088747 REYNOLDS NATIONWIDE, INC 345.00 .00 .00 .00 .00 .00 6 057972 RHONE POULENC CHEMICAL .00 .00 .00 .00 .00 113.00 6 069170 RHONE POULENC CHEMICAL 9,225.00 .00 .00 .00 .00 .00 6 070033 RHONE POULENC CHEMICAL 225.00- .00 .00 .00 .00 225.00 6 083868 RHONE POULENC CHEMICAL 2,250.00 .00 .00 .00 .00 225.00 6 089938 RHONE POULENC CHEMICAL 152.00 .00 .00 .00 .00 .00 6 001000 RHONE POULENC SURFACTANTS .00 .00 .00 .00 .00 39.46 6 090230 ROCHESTER CARTAGE 60.00 .00 .00 .00 .00 .00 6 056725 RODGERS CARTAGE 175.00 .00 .00 .00 .00 .00 6 077736 RODGERS CARTAGE 235.00 .00 .00 .00 .00 .00 6 009826 RODGER CARTAGE CO INC 260.00 .00 .00 .00 .00 .00 6 001833 RODGERS CARTAGE .00 .00 .00 195.00 .00 .00 6 002763 RODGERS CARTAGE 465.00 .00 .00 .00 .00 .00 6 055276 RODGERS CARTAGE 1,986.00 .00 200.00 .00 .00 .00 6 071271 RODGERS CARTAGE 2,356.20 .00 .00 .00 .00 91.16- 6 073023 RODGERS CARTAGE .00 .00 .00 .00 .00 159.75 6 076684 RODGERS CARTAGE 196.10 .00 .00 .00 .00 .00 6 081631 RODGERS CARTAGE 500.00 .00 .00 .00 .00 .00 6 085351 RODGERS CARTAGE 190.00 .00 .00 .00 .00 .00 6 080960 ROHM & HAAS COMPANY 226.00 .00 .00 .00 .00 .00 6 070170 ROLLINS ENVIRONMENTAL SER 287.26 .00 .00 .00 .00 2,491.56 6 026251 ROSS TRANSPORTATION 304.75 .00 .00 .00 .00 .00 6 077914 ROY BROTHERS INC 697.84 .00 .00 .00 .00 .00 6 009832 RUAN TRANSPORT .00 .00 .00 .00 .00 115.00 6 060720 RUAN TRANSPORT 1,555.00 .00 .00 .00 .00 .00 6 060028 RYDER BULK TRANS SERV .00 .00 .00 .00 .00 360.00 6 069661 RYDER TRUCK RENTAL .00 .00 .00 .00 .00 171.00 6 009740 S & J TRANSPORTATION CO 2,314.82 .00 .00 .00 .00 .00 6 088333 S D MYERS 255.00 .00 .00 .00 .00 .00 6 051892 S D WARREN COMPANY .00 .00 .00 .00 .00 372.36 6 075092 S.E.T. ENVIRONMENTAL 334.00 115.00 .00 .00 .00 .00 6 002052 SAFETY KLEEN CORPORATION 325.00 .00 .00 .00 .00 .00 6 076820 SAFETY KLEEN CORPORATION 124.00 .00 .00 .00 .00 .00 6 090084 SANDERS OIL COMPANY 160.00 .00 .00 .00 .00 .00 6 017165 SANDOZ CHEMCALS CORP. 95.00 .00 .00 .00 .00 .00 6 071900 SCHENECTADY INTERNATIONAL 2,286.90 .00 .00 .00 .00 260.81 6 025415 SCHNEIDER NATIONAL 16,335.40 .00 .00 .00 .00 55.00- 6 057504 SCHNEIDER NATIONAL 2,507.74 .00 .00 .00 .00 215.00 6 073387 SCHNEIDER NATIONAL 7,174.62 .00 .00 .00 .00 195.00 6 088358 SCHNEIDER TANKLINES INC 605.00 161.00 .00 .00 .00 .00 6 080710 SCHWERMAN TRUCKING 328.40 .00 .00 .00 .00 .00
RCP017 A G E D A C C O U N T S R E C E I V A B L E AS OF 4/30/93 CO CUST NAME 0 - 90 91 - 120 121 - 150 151 - 180 181 - 210 OVER 6 006193 SCHWERMAN TRUCKING 692.46 .00 .00 .00 .00 199.08- 6 022115 SCHWERMAN TRUCKING 1,035.00 .00 .00 .00 .00 .00 6 028334 SCHWERMAN TRUCKING .00 .00 .00 .00 .00 100.05- 6 082058 SCHWERMAN TRUCKING 2,491.92 .00 .00 115.00- .00 .00 6 054734 SCIENTIC BRAKE 380.00 .00 .00 .00 .00 .00 6 072460 SEALAND SERVICE INC .00 .00 .00 .00 .00 129.00 6 073150 SENTRY PAINT TECHNOLOGIES 901.00 .00 .00 .00 .00 292.60 6 000455 SEVEN UP BOTTLING COMPANY .00 .00 .00 .00 .00 143.00- 6 058860 SEYLLER TRANSPORTATION IN 29,587.50 .00 .00 .00 .00 .00 6 072452 SHELL OIL COMPANY .00 .00 .00 .00 .00 432.00 6 075632 SHENKERS INTL .00 .00 .00 .00 .00 21.20 6 050706 SICO .00 .00 .00 .00 .00 70.00- 6 007255 SICOMAC CARRIERS 145.00 .00 .00 .00 .00 .00 6 028417 SLAY TRANSPORTATION 619.00 .00 .00 .00 .00 389.48 6 059751 SLAY TRANSPORTATION 214.00 .00 .00 .00 .00 .00 6 072107 SLAY TRANSPORTATION .00 .00 .00 .00 .00 114.49 6 088251 SLAY TRANSPORTATION 1,284.00 .00 .00 .00 .00 .00 6 088715 SONOCO IBC 2,144.00 .00 .00 .00 .00 .00 6 076660 SOUTHCHEM INCORPORATED 2,576.12 .00 25.00 65.00 .00 .00 6 022924 SOUTHEASTERN ADHESIVES CO 200.00 .00 .00 .00 .00 .00 6 085064 SOUTHERN BULK HAULERS 135.00- .00 .00 .00 .00 .00 6 012689 SOUTHERN COATINGS & CHEM 220.00 .00 .00 .00 .00 .00 6 064072 SOUTHERN LUBRICANTS 136.00 .00 .00 .00 .00 .00 6 052773 SPECIALIZED TANK SERVICES 2,797.50 .00 160.00 .00 .00 .00 6 071337 SPRINTER SERVICES INC 1,259.00 .00 .00 .00 .00 .00 6 090032 ST LOUIS COUNTY PARK & RE 288.00 .00 .00 .00 .00 .00 6 005701 STAR CHEMICAL COMPANY 160.00 .00 .00 .00 .00 .00 6 089998 STEER TANK LINES INC 259.70 .00 .00 .00 .00 .00 6 071534 STEPHENS ENTERPRIZE .00 .00 .00 .00 .00 15.00- 6 057565 STOLT NEILSON INC 365.00 1,440.00 100.00- 360.00 735.00 225.00- 6 083616 STOLT NEILSON INC .00 .00 .00 .00 .00 200.00- 6 059568 STOLT-NEILSON .00 .00 .00 .00 .00 175.00- 6 067555 STOLT-NEILSON 19,932.42 .00 70.00 .00 539.08 825.00 6 089450 STOLT-NEILSON 65,450.00 12,945.00 145.00 .00 .00 .00 6 051110 SUNDOWN EQUIPMENT .00 .00 .00 .00 .00 185.00- 6 078634 SUNDOWN TANK LINES LTD 414.72 .00 .00 .00 .00 .00 6 081384 SUPERIOR CARRIER 2,768.12 144.72 .00 .00 .00 .00 6 003029 SUPERIOR CARRIERS 4,053.08 .00 .00 .00 .00 845.66 6 028524 SUPERIOR CARRIERS 3,082.32 .00 .00 .00 .00 225.77 6 058699 SUPERIOR CARRIERS 3,764.36 .00 .00 .00 122.00 114.45- 6 060029 SUPERIOR CARRIERS 44,811.35 37.96- 75.43- .00 95.00 781.89 6 060397 SUPERIOR CARRIERS 789.84 .00 .00 .00 .00 120.64 6 070334 SUPERIOR CARRIERS 2,550.40 .00 .00 .00 .00 12.75- 6 080326 SUPERIOR CARRIERS 1,286.98 .00 .00 .00 .00 .00 6 081427 SUPERIOR CARRIERS 2,327.32 .00 .00 .00 .00 112.96 6 085581 SUPERIOR CARRIERS 7,282.00 160.00- .00 .00 .00 .00 6 085582 SUPERIOR CARRIERS 2,025.00 .00 .00 .00 .00 .00 6 076241 SUPERIOR CARRIERS 130.00 .00 .00 .00 .00 .00 6 080250 SURPASS CHEMICAL CO, INC 445.20 .00 .00 .00 .00 .00 6 088441 SUTTLE TRANSPORTATION 204.12 .00 .00 .00 .00 .00 6 057534 SUTTLES TRUCK LEASING 10,101.13 30.00 275.00 .00 1,218.00 1,791.80
RCP017 A G E D A C C O U N T S R E C E I V A B L E AS OF 4/30/93 CO CUST NAME 0 - 90 91 - 120 121 - 150 151 - 180 181 - 210 OVER 6 058079 SUTTLES TRUCK LEASING INC 475.00 .00 .00 .00 .00 .00 6 088724 SUTTLES TRUCK LEASING, IN 2,806.00 .00 .00 .00 .00 .00 6 065023 SUTTONS INTL (N A) INC 3,254.00 .00 .00 .00 152.50 1,831.50 6 086775 SYNTECH .00 455.00 490.00 .00 .00 .00 6 019853 T & T CHEMICAL COMPANY .00 .00 .00 .00 .00 1,041.71 6 056884 T D S I .00 .00 .00 .00 .00 307.09 6 072544 TANK CLEANING SERVICES .00 .00 .00 .00 .00 903.80 6 000242 TANK TRUCK TRANSPORT 240.00 .00 .00 .00 .00 .00 6 082653 TANK TRUCK TRANSPORT 223.56 .00 .00 .00 .00 .00 6 073007 TANKER TRANSPORT .00 .00 .00 .00 .00 15.00- 6 067285 TECHNICAL PRODUCTS 166.66 .00 .00 .00 .00 .00 6 079753 TENNESSEE VALLEY PERFORMA .00 .00 .00 .00 .00 264.80- 6 076847 TEXACO INT TRADERS INC 523.25 89.50 .00 .00 .00 77.00- 6 056940 TEXACO REF & MARKETING .00 .00 .00 .00 .00 170.00 6 079351 TEXACO REF & MARKETING .00 .00 .00 .00 .00 310.50 6 008256 THE GEO A RHEMAN CO INC 3,997.00 .00 .00 .00 367.50 355.75- 6 055277 TIDEWATER TRANSIT 212.00 .00 225.00- .00 .00 .00 6 063699 TIDEWATER TRANSIT .00 .00 125.00- .00 .00 .00 6 077066 TIDEWATER TRANSIT 145.00 .00 .00 .00 .00 .00 6 087252 TIDEWATER TRANSPORT 1,630.00 .00 .00 .00 .00 .00 6 058084 TIONA 361.00 .00 .00 .00 .00 24.20- 6 079551 TIPHOOK plc 60.00 .00 .00 .00 .00 .00 6 085333 TITANK AGENCIES USA INC 8,066.50 1,637.50 540.00 970.00 .00 .00 6 090246 TOBACCO CONTRACTOR 90.00 .00 .00 .00 .00 .00 6 086690 TOTAL DISTRIBUTION SERVIC 212.00 .00 .00 .00 .00 .00 6 071034 TOWNLEY PRODUCTS INC .00 .00 .00 .00 .00 74.20- 6 010686 TR-METRO CHEMICALS INC .00 .00 .00 .00 .00 101.65 6 089336 TRANS ATLANTIC 1,273.06 .00 .00 .00 .00 .00 6 073064 TRANS OCEAN TANK SERVICES 434.50 .00 .00 .00 .00 141.00 6 072328 TRANSPORT CO OF TEXAS .00 200.00 .00 .00 .00 291.60- 6 068201 TRANSPORT INC 4,466.50 .00 .00 .00 .00 .00 6 080533 TRANSPORT SERVICE 297.00 .00 .00 .00 .00 132.52 6 088153 TRANSPORT SERVICE 599.71 196.10 .00 .00 .00 .00 6 002820 TRANSPORT SERVICE CO 13,524.60 726.00 338.00 .00 384.00 1,180.81 6 028525 TRANSPORT SERVICE CO .00 .00 .00 245.00 .00 1,981.57 6 058704 TRANSPORT SERVICE CO .00 .00 .00 .00 .00 137.48 6 088051 TRANSPORT SERVICE CO .00 .00 .00 .00 190.50 .00 6 072212 TRANSPORT SERVICES 172.00 .00 .00 .00 .00 .00 6 076769 TRANSPORT SERVICE CO .00 .00 .00 .00 .00 202.30 6 026636 TRI ALLWASTE .00 .00 .00 .00 .00 163.38 6 070353 TRI COUNTY 95.00 .00 .00 .00 .00 .00 6 088465 TRI TANK CO 203.30 .00 .00 .00 .00 .00 6 062273 TRIMAC 613.63 .00 .00 .00 .00 200.00 6 083812 TRIMAC 426.00 .00 .00 .00 .00 .00 6 083939 TRIMAC 311.00 170.00 .00 .00 .00 909.49 6 086842 TRIMAC 5,560.00 .00 .00 .00 .00 .00 6 089941 TRIMAC #52 155.00 .00 .00 .00 .00 .00 6 028419 TRIMAC BULK TRANS INC .00 .00 .00 .00 .00 105.15 6 081237 TRIMAC BULK TRANS INC 746.28 145.00 .00 .00 .00 2,673.28 6 079552 TRIMAC BULK TRANSPORTATIO .00 .00 .00 .00 .00 250.56 6 001123 TRIMAC TRANSPORT SYSTEMS .00 130.00 .00 .00 .00 .00
RCP017 A G E D A C C O U N T S R E C E I V A B L E AS OF 4/30/93 CO CUST NAME 0 - 90 91 - 120 121 - 150 151 - 180 181 - 210 OVER 6 007254 TRIMAC TRANSPORT SYSTEMS 296.00 .00 .00 .00 .00 579.59 6 009261 TRIMAC TRANSPORT SYSTEMS 340.00 .00 .00 .00 .00 1,392.00 6 050846 TRIMAC TRANSPORT SYSTEMS 680.00 .00 .00 .00 .00 907.03 6 052747 TRIMAC TRANSPORT SYSTEMS .00 .00 .00 .00 .00 687.06 6 057846 TRIMAC TRANSPORT SYSTEMS 370.00 .00 .00 .00 .00 .00 6 058329 TRIMAC TRANSPORT SYSTEMS .00 .00 .00 .00 .00 261.94 6 059022 TRIMAC TRANSPORT SYSTEMS 1,033.56 .00 .00 .00 .00 .00 6 067422 TRIMAC TRANSPORT SYSTEMS 148.00 .00 .00 .00 .00 621.40 6 072505 TRIMAC TRANSPORT SYSTEMS 1,036.84 .00 .00 .00 .00 .00 6 080314 TRIMAC TRANSPORT SYSTEMS 401.96 293.76 259.01 .00 .00 103.00 6 081156 TRIMAC TRANSPORT SYSTEMS .00 201.96 .00 .00 .00 .00 6 082005 TRIMAC TRANSPORT SYSTEMS 974.28 .00 .00 .00 139.13 296.78 6 082101 TRIMAC TRANSPORT SYSTEMS .00 .00 .00 .00 .00 1,410.00 6 082010 TRIMAC TRANSPORT SYSTEMS .00 .00 .00 .00 .00 129.00 6 078843 TRIMAC TRANSPORTATION .00 .00 180.00 .00 .00 .00 6 089817 TRUCK TRANSPORT 102.36 .00 .00 .00 .00 .00 6 004198 TRUCK TRANSPORT INC .00 .00 .00 .00 .00 517.05 6 007943 TRUCK TRANSPORT INC .00 .00 .00 .00 .00 716.84 6 053062 TRUCK TRANSPORT INC .00 .00 .00 .00 .00 232.86 6 074613 TRUCK TRANSPORT INC .00 .00 .00 .00 .00 986.50 6 078250 TRUCK TRANSPORT INC .00 .00 .00 135.00 .00 .00 6 080851 TRUCK TRANSPORT INC 9,481.06 160.00 1,173.25 209.00 405.00 1,619.54 6 083620 U S ARMY 3,305.08 .00 26.88 253.80 161.28 .00 6 082191 ULRICH CHEMICAL CO 580.00 .00 .00 .00 .00 .00 6 001917 UNION CARBIDE CORPORATION 9,687.75 95.00- 90.00 200.00 131.25 235.50- 6 013731 UNION CARBIDE CORPORATION .00 353.60 .00 .00 .00 .00 6 026919 UNION CARBIDE CORPORATION .00 .00 .00 .00 .00 184.18- 6 071285 UNION CARBIDE CORPORATION .00 .00 .00 .00 .00 947.40- 6 076296 UNION CARBIDE CORPORATION 739.44 .00 .00 .00 .00 35.00 6 083870 UNION CARBIDE CORPORATION .00 106.25 .00 .00 .00 540.00 6 065926 UNION PACIFIC RAILROAD CO 6,680.00 .00 .00 .00 .00 616.00- 6 086267 UNITED TRANSPORT OF E LON 140.00 .00 178.00- 165.00 .00 .00 6 084335 UNITED TRANSPORT TANK CNT 275.00 .00 .00 .00 .00 .00 6 089483 UNITED TRANSPORT TANCONT 499.36 .00 .00 .00 .00 1,794.00 6 081494 UNITEK ENVIRONMENTAL .00 .00 .00 .00 .00 7,634.00 6 085835 UNIVERSAL PETROLEUM TANK 517.50 .00 .00 .00 .00 .00 6 008278 UNOCAL CORPORATION .00 .00 .00 .00 .00 560.00 6 085570 UPJOHN COMPANY .00 560.00 .00 .00 .00 .00 6 055279 USHER TRANSORT 12,486.50 .00 .00 20.00- .00 .00 6 003598 V C TANK LINES 2,727.96 169.56 55.00 .00 165.00 134.61- 6 053030 VALSPAR CORPORATION 2,148.00 .00 .00 .00 .00 .00 6 004298 VAN WATERS & ROGERS .00 .00 .00 .00 .00 220.00 6 004945 VAN WATERS & ROGERS 411.00 .00 .00 .00 .00 .00 6 010226 VAN WATERS & ROGERS .00 200.00- .00 .00 .00 .00 6 028261 VAN WATERS & ROGERS 1,770.00 .00 .00 .00 .00 .00 6 050182 VAN WATERS & ROGERS 2,477.50 .00 .00 .00 .00 1,329.12- 6 054489 VAN WATERS & ROGERS .00 .00 .00 .00 .00 154.18- 6 085610 VAN WATERS & ROGERS 235.00 .00 .00 .00 .00 .00 6 088714 VC TANK LINES 247.82 115.00 .00 .00 .00 .00 6 008099 VIRKLER CHEMICAL COMPANY 2,095.00 .00 .00 .00 .00 .00 6 005610 VISTA CHEMICAL .00 .00 .00 .00 .00 290.00
RCP017 A G E D A C C O U N T S R E C E I V A B L E AS OF 4/30/93 CO CUST NAME 0 - 90 91 - 120 121 - 150 151 - 180 181 - 210 OVER 6 019020 VISTA CHEMICAL .00 .00 .00 .00 .00 136.74 6 074599 VOLUME TRANSPORT 102.60 .00 .00 .00 .00 .00 6 086260 VULCAN MATERIAL CORP 235.00 .00 .00 .00 .00 .00 6 003455 W R GRACE & COMPANY .00 .00 .00 .00 .00 514.53 6 019916 W R GRACE & COMPANY .00 .00 .00 .00 .00 236.00 6 059114 W R GRACE & COMPANY .00 .00 .00 .00 .00 200.00 6 061013 W R GRACE & COMPANY .00 .00 .00 .00 .00 35.00 6 078570 W R GRACE & COMPANY 145.00 .00 .00 .00 .00 .00 6 010577 W R GRACE CONSTRUCTION DI .00 84.80 .00 .00 .00 116.60 6 077662 W T S OF HOUSTON INC 1,910.00 520.00 .00 260.00 221.00- 231.00 6 061034 WAYNE BOST TRUCKING 2,004.00 .00 .00 .00 .00 .00 6 053309 WEST CENTRAL ENVIRONMNTL 2,307.96 390.96 .00 .00 .00 499.33 6 081359 WESTBANK HARBOR SERVICES 2.40 .00 .00 .00 .00 .00 6 054924 WESTERN COMMERCIAL TRANSP 115.00 .00 .00 .00 .00 .00 6 076408 WHARTON TRANSPORT 270.40 41.60- 121.90 .00 .00 .00 6 007515 WHEELER TRANSPORT 1,622.50 .00 .00 .00 .00 108.00- 6 008561 WIKEL BULK EXPRESS 1,776.00 .00 .00 .00 .00 .00 6 090163 WILCUR INC 174.00 .00 .00 .00 .00 .00 6 089871 WILEY SANDERS 449.82 .00 .00 .00 .00 .00 6 090240 WILEY SANDERS 1,125.40 .00 .00 .00 .00 .00 6 066789 WILLETT COMPANY .00 .00 .00 .00 .00 170.00 6 088145 WILMINGTON COCA-COLA 365.00 .00 .00 .00 .00 .00 6 081053 WIM VOS USA INC 520.00 .00 520.00 .00 .00 .00 6 089643 WIM VOS USA INC 260.00 .00 .00 .00 .00 .00 6 004100 WITCO CORPORATION .00 .00 .00 .00 .00 384.00 6 058080 WYNNE TRANSPORT 2,044.85 .00 .00 .00 .00 .00 6 000815 YELLOWSTONE VALLEY CHEM .00 .00 .00 .00 .00 220.00- 6 003031 YOUNGER BROTHERS 4,159.60 .00 291.20 332.80- .00 152.50 6 003864 YOUNGER BROTHERS 318.75 .00 .00 .00 .00 .00 6 004555 YOUNGER BROTHERS 4,222.00 1,040.00 1,740.00 .00 200.00 1,940.50 6 005212 YOUNGER BROTHERS 2,986.00 301.00 .00 449.55- 173.00- 21.45- 6 006534 YOUNGER BROTHERS 548.43 .00 .00 .00 .00 .00 6 083538 YOUNGER BROTHERS .00 .00 .00 .00 .00 26.50- 6 084614 YOUNGER BROTHERS 620.00 .00 .00 .00 .00 .00 6 089662 YOUNGER BROTHERS 182.00 .00 .00 .00 .00 .00 6 090247 3 R INCORPORATED OF CHARL 50.00 .00 .00 .00 .00 .00 6 070042 7 - 7 INC 215.00 .00 .00 .00 .00 .00 6 TOTAL 1175,974.03 70,557.30 53,242.41 20,634.14 26,576.02 258,451.37 BALANCE 1605,435.27
CHEMICAL LEAMAN TANK LINES, INC. SUMMARY Summary of Chemical Leaman Tank Lines, Inc. aged accounts receivable as of May 1, 1993 (showing detailed aging over 90 days from invoice date) total $24,542,350. ============
RCP017 A G E D A C C O U N T S R E C E I V A B L E AS OF 4/30/93 CO CUST NAME 0 - 90 91 -120 121 - 150 151 - 180 181 - 210 OVER 0 007893 .00 .00 .00 .00 27.50 .00 0 079807 A B B POWER T & D CO 5,255.22 .00 .00 .00 .00 .00 0 089782 A B B POWER T & D CO 7,112.00 .00 .00 .00 .00 .00 0 081975 A B C COMPOUNDING COMPANY 27.50 .00 .00 .00 .00 .00 0 090002 A E S BEAVER VALLEY 4,375.10 .00 .00 .00 .00 .00 0 060803 A H SMITH .00 .00 .00 .00 20.00 .00 0 088369 A HARRISON & CO INC 1,930.50 .00 .00 .00 .00 .00 0 086942 A O SMITH CORP 2,515.38 .00 .00 .00 .00 .00 0 018270 A O SMITH CORPORATION 330.00 .00 .00 .00 .00 .00 0 053507 A O SMITH CORPORATION 1,350.00 .00 .00 .00 .00 .00 0 081384 A O SMITH CORPORATION 1,896.00 .00 .00 .00 .00 .00 0 086206 A O SMITH CORPORATION 82.50 82.50 .00 .00 .00 .00 0 088065 A O SMITH CORPORATION 1,323.96 .00 .00 .00 .00 .00 0 076254 A SCHULMAN INC .00 .00 .00 .00 .00 55.00 0 082153 A SCHULMAN .00 .00 .00 .00 .00 82.50 0 025619 A T & T 4,651.20 .00 .00 .00 .00 .00 0 057838 A W COMPOUNDERS .00 .00 .00 .00 55.00 .00 0 005724 ABB POWER T & D COMPANY 1,895.12 .00 .00 .00 .00 .00 0 084236 ABB POWER T & D COMPANY .00 .00 .00 .00 .00 275.00 0 088301 ABB POWER T&D COMPANY .00 602.35 .00 .00 .00 .00 0 018338 ABBOTT LABORATORIES 3,490.10 .00 .00 .00 .00 .00 0 082951 ABBOTT LABORATORIES 4,041.74 .00 .00 .00 .00 .00 0 089910 ABC TRAFFIC SERVICES 5,811.00 .00 .00 .00 .00 .00 0 000130 ABCO 75.00 2,981.88 .00 .00 .00 .00 0 053282 ABSORPTION SYSTEMS INC 10,561.81 5,528.03 .00 .00 .00 .00 0 083835 ACCENT STRIPE CO 4,168.00 .00 .00 .00 .00 .00 0 073385 ACCOUNTS RECEIVABLE 704.00 .00 .00 .00 .00 .00 0 089077 ACCU PAC INC 110.00 .00 .00 .00 .00 .00 0 079319 ACE CORP .00 .00 .00 .00 .00 1,762.50 0 058739 ACE HARDWARE CORP 357.50 .00 .00 .00 .00 .00 0 055539 ACE PAPER PRODUCTS 576.50 .00 .00 .00 .00 .00 0 072036 ACERLAN 4,010.00 .00 .00 .00 .00 .00 0 003773 ACHEM CORPORATION 105.00 .00 .00 .00 .00 .00 0 052663 ACID PRODUCTS CO INC .00 .00 .00 .00 .00 413.77 0 000230 ACME BORDEN 11,655.29 .00 .00 .00 .00 .00 0 009734 ACME RESIN CORPORATION 660.00 .00 .00 .00 .00 .00 0 010327 ACTO KLEEN COMPANY 959.80 .00 .00 .00 .00 .00 0 074621 ACUCOTE INC 110.00 .00 .00 .00 .00 .00 0 015601 ADCOM METALS COMPANY INC .00 .00 .00 .00 .00 247.50 0 075608 ADM TRANSPORT 290.00 .00 .00 .00 .00 .00 0 010248 ADVANCE TRANSMIT MIX .00 .00 .00 .00 .00 200.00 0 024115 ADVANCED AEROMATICS 27.50 .00 .00 .00 .00 .00 0 013549 AEROVOX INDUSTRIES INC 220.00 82.50 .00 .00 .00 330.00 0 072191 AEROVOE PACIFIC .00 .00 .00 .00 .00 27.50 0 089937 AG DIV CIBA-GEIGY CORP 110.00 .00 .00 .00 .00 .00 0 084971 AG ORGANICS 2,021.89 .00 .00 .00 .00 .00 0 082915 AGWAY INC 23.00 .00 .00 .00 .00 .00 0 000660 AIR PRODUCTS & CHEMICALS 32,864.75 210.00 .00 .00 .00 648.00 0 000890 AIR PRODUCTS & CHEMICALS 2,654.18 .00 .00 .00 .00 .00 0 001271 AIR PRODUCTS & CHEMICALS 3,588.00 .00 .00 .00 .00 .00 0 039670 AIR PRODUCTS & CHEMICALS 11,858.65 .00 .00 .00 .00 .00
RCP017 A G E D A C C O U N T S R E C E I V A B L E AS OF 4/30/93 CO CUST NAME 0 - 90 91 -120 121 - 150 151 - 180 181 - 210 OVER 0 068983 AIR PRODUCTS & CHEMICALS 540.72 .00 .00 .00 .00 .00 0 090059 AIR PRODUCTS & CHEMICALS 1,173.00 .00 .00 .00 .00 .00 0 001158 AIRCO INDUSTRIAL GASES .00 499.21 .00 .00 .00 .00 0 005256 AIRCO INDUSTRIAL GASES 1,062.00 .00 .00 .00 .00 .00 0 007177 AIRCO INDUSTRIAL GASES 4,245.78 .00 .00 .00 .00 .00 0 015823 AIRCO INDUSTRIAL GASES 32,666.95 .00 .00 .00 .00 .00 0 065189 AIRCO INDUSTRIAL GASES 1,028.60 .00 .00 .00 .00 .00 0 071826 AIRCO INDUSTRIAL GASES 20,600.50 .00 .00 .00 .00 .00 0 089243 AIRCO INDUSTRIAL GASES 8,986.55 .00 .00 .00 .00 .00 0 016930 AKRON CITY HOSPITAL 849.50 .00 .00 .00 .00 .00 0 010464 AKRON DISPERSIONS 524.00 .00 .00 .00 .00 .00 0 079280 AKZO CHEMICALS 55.00 .00 .00 .00 .00 .00 0 004590 AKZO CHEMICALS INC 2,776.00 .00 .00 .00 .00 .00 0 023132 AKZO CHEMICALS INC 5,887.50 .00 .00 .00 .00 .00 0 028980 AKCO CHEMICALS INC 4,296.12 .00 .00 .00 .00 .00 0 051815 AKCO CHEMICALS INC 25.00 .00 .00 .00 .00 .00 0 068866 AKCO CHEMICALS INC 33,809.80 .00 .00 .00 .00 612.00 0 075350 AKCO CHEMICALS INC 1,389.60 .00 .00 .00 .00 .00 0 078000 AKCO CHEMICALS INC 7,567.96 .00 .00 .00 .00 .00 0 078040 AKCO CHEMICALS INC 9,155.69 .00 .00 .00 .00 .00 0 078070 AKCO CHEMICALS INC 3,552.55 .00 .00 .00 .00 .00 0 078887 AKCO CHEMICALS INC 2,974.69 .00 .00 .00 .00 .00 0 088745 AKCO CHEMICALS INC 5,632.50 .00 10,890.00 .00 .00 .00 0 074507 AKZO COATINGS AMERICA INC 247.50 .00 .00 .00 .00 .00 0 068590 AKZO COATINGS INC .00 .00 .00 .00 .00 948.00 0 068630 AKZO COATINGS INC 646.48 .00 .00 .00 .00 .00 0 086668 AKZO COATINGS INC 330.00 .00 357.50 55.00 .00 .00 0 022800 AKZO SALT INC 2,264.75 .00 .00 .00 .00 .00 0 005719 ALBRIGHT & WILSON AMERICA 7,698.23 .00 .00 .00 .00 .00 0 068562 ALCAN ROLLED PRODUCTS 27.50 .00 .00 .00 .00 137.50 0 076624 ALCHEM PRODUCTS .00 .00 .00 .00 .00 2,693.00 0 088592 ALCOA ALUMINUM .00 1,749.00 2,161.50 .00 .00 .00 0 088067 ALCOA SPECIALTY CHEMICALS 3,954.22 .00 .00 .00 .00 .00 0 010125 ALEX C FERGUSSON CO 11,548.10 1,577.20 .00 .00 .00 391.90- 0 089985 ALISO WATER MGMT AGENCIES 588.40 .00 .00 .00 .00 .00 0 088300 ALKO AMERICA .00 .00 .00 .00 1,406.99 .00 0 087555 ALL AMERICAN GOURMET 52.50 .00 .00 .00 27.50 .00 0 085103 ALL AMERICAN READY MIX IN .00 .00 40.00 .00 .00 .00 0 054663 ALL CHEMICAL .00 .00 165.00 110.00 .00 137.50 0 089888 ALL TANK TRANSPORT 1,480.00 .00 .00 .00 .00 .00 0 004436 ALLEGHENY LUDLUM STEEL 82.50 .00 55.00 .00 .00 27.50- 0 068399 ALLEGHENY LUDLUM STEEL 55.00 .00 .00 .00 .00 .00 0 080716 ALLEGHENY PARTICLEBOARD .00 .00 .00 .00 .00 250.00 0 001160 ALLENTOWN CEMENT COMPANY 97,425.99 159.16 .00 59.74- .00 2,638.31 0 008404 ALLENTOWN CEMENT COMPANY 1,041.16 .00 .00 .00 .00 .00 0 070641 ALLIANCE AGRANOMICS 10,434.02 .00 .00 .00 .00 .00 0 001630 ALLIANCE CHEMICAL COMPANY .00 .00 55.00 .00 .00 .00 0 090090 ALLIANCE FERTILIZER CORP 849.00 .00 .00 .00 .00 .00 0 085189 ALLIANCE PAINT AND COATIN .00 .00 .00 .00 .00 27.50 0 081201 ALLIED CHEMICAL 3,112.73 .00 .00 .00 .00 .00 0 020486 ALLIED COLLOIDS INC 147.00 .00 .00 .00 550.00 .00
RCP017 A G E D A C C O U N T S R E C E I V A B L E AS OF 4/30/93 CO CUST NAME 0 - 90 91 - 120 121 - 150 151 - 180 181 - 210 OVER 0 072358 ALLIED PROCESSORS 137.50 .00 .00 .00 .00 302.50 0 001431 ALLIED-SIGNAL INC 196.00 435.00 4,809.38 .00 .00 .00 0 007040 ALLIED-SIGNAL INC 23,445.60 .00 .00 .00 .00 .00 0 015005 ALLIED-SIGNAL INC 62,842.71 138.00 50.00 25.00 66.00 2,787.80- 0 016035 ALLIED-SIGNAL INC 72.00 .00 .00 .00 .00 .00 0 055076 ALLIED-SIGNAL INC 1,728.00 .00 .00 .00 .00 .00 0 086928 ALLIED-SIGNAL INC 20,665.12 .00 2,576.00 .00 .00 .00 0 088974 ALLIED-SIGNAL INC 134,122.84 7,918.00 .00 .00 .00 .00 0 089481 ALLIED-SIGNAL INC 26,516.00 .00 .00 .00 .00 .00 0 089597 ALLIED-SIGNAL INC 8,809.00 .00 .00 .00 .00 .00 0 051486 ALP LIGHTING 110.00 .00 .00 .00 .00 .00 0 010685 ALPHA CHEMICAL CORP .00 .00 .00 .00 .00 82.50 0 089644 ALTERNATE CIRCUIT TECHNOL 550.00 .00 .00 .00 .00 .00 0 039045 ALUMAX ALUMINUM CORP 263.73 .00 .00 .00 .00 .00 0 079260 ALUMAX MILL PRODUCTS INC 3,269.72 .00 .00 .00 .00 .00 0 089342 ALUMINUM COMPANY OF AMERI 3,773.00 .00 .00 .00 .00 .00 0 008500 ALVA INC .00 .00 1,184.40 .00 .00 .00 0 087870 AM PEL CORP 3,931.84 .00 .00 .00 .00 .00 0 004257 AMANA REFRIGERATION INC 2,717.96 .00 .00 .00 .00 .00 0 055621 AMANA REFRIGERATION INC 738.00 .00 .00 .00 .00 .00 0 068722 AMCHEM PRODUCTS INC 1,506.00 1,363.00 .00 .00 .00 .00 0 058615 AMERADA HESS CORPORATION .00 .00 .00 .00 .00 2,909.85 0 026889 AMERIBRON INC 1,256.00 .00 .00 .00 .00 .00 0 004999 AMERICAN & EFIRD MILLS 1,062.00 .00 .00 .00 .00 .00 0 076703 AMERICAN CHEMICAL CORP .00 .00 .00 .00 27.50 137.50 0 082052 AMERICAN CHEMICAL WORKS C 367.64 .00 .00 .00 .00 3,635.00 0 002150 AMERICAN CYANAMID COMPANY 11,004.05 .00 .00 .00 27.50 212.50- 0 002220 AMERICAN CYANAMID COMPANY 830.00 .00 .00 .00 .00 .00 0 002250 AMERICAN CYANAMID COMPANY 336.00 .00 .00 .00 .00 .00 0 002260 AMERICAN CYANAMID COMPANY 72.00 .00 .00 .00 .00 .00 0 002280 AMERICAN CYANAMID COMPANY 46,636.83 .00 .00 .00 .00 .00 0 002640 AMERICAN CYANAMID COMPANY 2,244.50 .00 .00 .00 .00 .00 0 003020 AMERICAN CYANAMID COMPANY 27,835.90 .00 .00 .00 .00 825.00 0 007383 AMERICAN CYANAMID COMPANY 440.00 .00 .00 .00 .00 .00 0 009030 AMERICAN CYANAMID COMPANY 2,386.50 .00 .00 .00 .00 .00 0 011165 AMERICAN CYANAMID COMPANY 200.00 .00 .00 .00 .00 .00 0 011205 AMERICAN CYANAMID COMPANY 3,627.85 .00 .00 .00 .00 .00 0 051943 AMERICAN CYANAMID COMPANY 61,642.00 .00 .00 .00 .00 .00 0 054434 AMERICAN CYANAMID COMPANY 5,292.92 .00 .00 .00 .00 .00 0 074123 AMERICAN CYANAMID COMPANY 160,873.50 150.00 477.50 .00 350.00 150.00 0 082616 AMERICAN CYANAMID COMPANY 9,194.59 .00 .00 .00 .00 382.00- 0 085937 AMERICAN CYANAMID COMPANY 11,009.75 .00 .00 .00 .00 .00 0 086233 AMERICAN CYANAMID COMPANY 722.50 .00 .00 .00 .00 .00 0 088963 AMERICAN CYANAMID COMPANY 1,900.00 .00 .00 .00 .00 .00 0 073310 AMERICAN ELECTRIC 3,500.00 .00 .00 .00 .00 .00 0 055261 AMERICAN FIBRIT INC 473.00 .00 .00 .00 .00 .00 0 090235 AMERICAN INK AND COATING 55.00 .00 .00 .00 .00 .00 0 089912 AMERICAN LUBRICATIONG CO 838.44 .00 .00 .00 .00 .00 0 002324 AMERICAN NATIONAL CAN CO .00 110.00 .00 .00 .00 .00 0 088189 AMERICAN PACKAGING CORP 5,307.60 .00 .00 .00 .00 .00 0 053045 AMERICAN RESOURCE RECOVER 6,475.50 13,006.00 8,074.00 .00 .00 .00
RCP017 A G E D A C C O U N T S R E C E I V A B L E AS OF 4/30/93 CO CUST NAME 0 - 90 91 -120 121 - 150 151 - 180 181 - 210 OVER 0 083683 AMERICAN SAW & MFG CO 135.00 .00 .00 .00 .00 .00 0 025602 AMERICAN STANDARD 82.50 .00 .00 .00 .00 .00 0 057901 AMERICAN STEEL FOUNDRY .00 .00 .00 .00 .00 220.00 0 059039 AMERICAN STEEL FOUNDRY 513.00 .00 .00 .00 .00 .00 0 003260 AMERICAN SWEETENERS INC 34,260.80 .00 .00 .00 .00 .00 0 003240 AMERICAN SYNTHETIC RUBBER 27.50 .00 .00 .00 .00 .00 0 085407 AMERICAN ULTRAL SPECIALTIE .00 192.50 .00 .00 .00 .00 0 083070 AMERIPOL SYNPOL COMPANY 50.00 .00 .00 .00 .00 .00 0 008163 AMERON COMPANY .00 .00 .00 .00 .00 137.50 0 076864 AMOCO CHEMICAL COMPANY 693.00 .00 .00 .00 .00 .00 0 003949 AMOCO CHEMICAL CORP 39,826.80 .00 443.00 .00 .00 .00 0 004370 AMOCO CHEMICAL CORP 9,272.75 .00 .00 .00 .00 .00 0 009572 AMOCO CHEMICAL CORP 897.33 .00 .00 .00 .00 .00 0 002960 AMOCO OIL COMPANY 275.00 .00 .00 .00 .00 391.00- 0 003098 AMOCO OIL COMPANY 8,198.86 .00 .00 .00 .00 .00 0 003170 AMOCO OIL COMPANY 2,504.50 .00 .00 .00 .00 .00 0 071699 AMOCO OIL COMPANY 2,440.16 .00 .00 .00 .00 .00 0 055009 AMOCO PERFORMANCE PRODUCT 3,525.87 .00 .00 .00 .00 27.50 0 075656 AMOCO PERFORMANCE PRODUCT 770.00 .00 .00 .00 .00 15.00- 0 068950 AMOCO PETROLEUM ADDITIVES .00 .00 .00 .00 .00 398.00 0 018327 AMREX CHEMICAL CO INC 1,940.00 .00 .00 .00 .00 .00 0 053724 AMSPEC CHEMICAL CORP 14,615.96 .00 .00 .00 .00 7,465.65 0 086917 AMTEX 130.00 .00 .00 .00 .00 .00 0 011390 ANCHOR CONTINENTAL 110.00 .00 .00 .00 .00 .00 0 002538 ANDERSON DEVELOPMENT 3,668.70 .00 .00 .00 .00 .00 0 003037 ANDREW JERGENS COMPANY .00 .00 .00 .00 .00 55.00 0 017782 ANGUS CHEMICAL COMPANY .00 .00 .00 .00 .00 75.00- 0 018630 ANGUS CHEMICAL COMPANY 9,620.00 .00 .00 .00 .00 .00 0 079419 ANGUS CHEMICAL COMPANY 2,295.00 10,395.00 .00 .00 .00 .00 0 086864 ANGUS CHEMICAL COMPANY 74,234.45 .00 .00 .00 .00 .00 0 015040 ANHEUSER BUSCH INC .00 .00 .00 .00 .00 137.50 0 015833 ANHEUSER BUSCH INC .00 .00 .00 .00 .00 260.00 0 028341 ANHEUSER BUSCH INC 1,605.00 .00 .00 .00 .00 .00 0 053439 ANHEUSER BUSCH INC 52.52 .00 .00 .00 .00 .00 0 051241 ANHEUSER BUSCH INC .00 .00 .00 .00 .00 120.00 0 003880 ANSUL COMPANY .00 .00 .00 .00 .00 275.00- 0 079329 APACHE CHEMICAL .00 .00 .00 .00 .00 2,929.75 0 055713 APGAR OIL COMPANY 455.66 .00 .00 .00 .00 .00 0 067221 APOLLO AMERICA CORP 41,168.52 975.00 82.50 .00 .00 .00 0 067321 APOLLO CHEMICAL CORP 3,958.20 27.50- .00 .00 .00 .00 0 089545 APOLLO WATER 156.00 .00 .00 .00 .00 .00 0 005286 APPALACHIAN POWER COMPANY .00 .00 .00 .00 .00 50.00 0 086406 APPERSON CHEMICAL INC .00 .00 .00 .00 .00 27.50 0 006466 APPLETON PAPERS INC 10,779.20 .00 .00 .00 6,801.06 3,988.10 0 038520 AQUALON COMPANY 2,708.94 131.30 78.00 962.72 78.00 1,614.00 0 059153 AQUALON COMPANY 1,872.70 .00 .00 .00 .00 .00 0 026786 AQUATECH CHEMICAL INTL 1,355.00 .00 .00 .00 .00 .00 0 089339 ARANCIA INTERNATIONAL 2,129.00 .00 .00 .00 .00 .00 0 059813 ARBCO 104.00 .00 .00 .00 .00 .00 0 089870 ARCADIAN 1,339.02 .00 .00 .00 .00 .00 0 018510 ARCADIAN CORPORATION 4,485.00 .00 .00 .00 .00 .00
RCP017 A G E D A C C O U N T S R E C E I V A B L E AS OF 4/30/93 CO CUST NAME 0 - 90 91 -120 121 - 150 151 - 180 181 - 210 OVER 0 066883 ARCADIAN CORPORATION 23,443.26 .00 190.00 .00 .00 155.00- 0 082479 ARCADIAN FERTILIZER L P 2,188.70 .00 .00 .00 .00 .00 0 012012 ARCHER DANIELS MIDLAND CO 2,328.50 .00 .00 .00 82.50 .00 0 002708 ARCO CHEMICAL COMPANY 16,638.37 106.00 .00 .00 .00 120.00 0 006555 ARCO CHEMICAL COMPANY 1,919.00 431.25 .00 .00 .00 .00 0 009500 ARCO CHEMICAL COMPANY 2,694.50 .00 .00 .00 .00 .00 0 084888 ARCO CHEMICAL COMPANY 1,650.00 .00 .00 .00 .00 .00 0 065457 ARIES CHEMICAL INC 4,184.00 .00 .00 .00 .00 .00 0 012448 ARISTECH CHEMICAL CORP 11,487.50 .00 .00 .00 .00 .00 0 060087 ARISTECH CHEMICAL CORP .00 .00 .00 168.00 .00 .00 0 067876 ARISTECH CHEMICAL CORP 45.00 .00 .00 .00 .00 .00 0 068276 ARISTECH CHEMICAL CORP 25,207.05 897.41 73.00 .00 .00 608.80 0 070615 ARISTECH CHEMICAL CORP 2,076.25 82.50 165.00 .00 .00 427.50 0 074203 ARISTECH CHEMICAL CORP 9,033.29 .00 .00 .00 .00 150.00- 0 081914 ARISTECH CHEMICAL CORP 398,993.11 319.00- 130.00- .00 892.01- 27.50 0 082108 ARISTECH CHEMICAL CORP .00 .00 .00 2,350.00 .00 935.00 0 085050 ARISTECH CHEMICAL CORP 19,837.95 .00 4,225.80 .00 .00 .00 0 085140 ARISTECH CHEMICAL CORP 35,739.38 .00 .00 .00 .00 458.00- 0 011579 ARKANSAS EASTMAN COMPANY 8,332.50 .00 .00 .00 .00 .00 0 004250 ARMCO INC 5,995.50 .00 55.00 .00 .00 .00 0 004500 ARMSTRONG WORLD INDUST 492.00 .00 .00 .00 .00 .00 0 004520 ARMSTRONG WORLD INDUST 6,415.02 .00 .00 .00 .00 .00 0 026490 ARMSTRONG WORLD INDUST .00 2,795.00 302.50 .00 .00 .00 0 051446 ARMSTRONG WORLD INDUST .00 .00 .00 55.00 .00 .00 0 006671 ARMTEX CORPORATION 277.00 .00 .00 .00 .00 .00 0 086125 ARNCO .00 .00 .00 .00 .00 137.50 0 079514 ARNCO CORPORATION 220.00 .00 27.50 137.50 110.00 55.00 0 000588 ARR MAZ PRODUCTS 876.40 .00 .00 .00 .00 .00 0 087061 ARROW TRANSPORTATION CO 25,470.00 14,480.00 1,221.25 2,126.25 .00 .00 0 008533 ARSYNCO INCORPORATED 918.00 .00 .00 .00 .00 .00 0 004145 ARUNDEL CORPORATION .00 .00 .00 .00 .00 113.52 0 072567 ASARCO INCORPORATED .00 .00 .00 .00 .00 27.50 0 083586 ASEA BROWN BOVERI INC 4,641.80 .00 .00 .00 .00 .00 0 085507 ASGROW FLORIDA CO .00 .00 .00 .00 .00 55.00 0 079056 ASHLAND CHEMICAL & SOLVEN .00 .00 .00 .00 .00 801.80- 0 085670 ASHLAND CHEMICAL CO 2,334.40 .00 .00 .00 .00 .00 0 001878 ASHLAND CHEMICAL COMPANY 1,172.72 .00 .00 .00 .00 .00 0 002256 ASHLAND CHEMICAL COMPANY 1,653.69 .00 .00 .00 .00 .00 0 003959 ASHLAND CHEMICAL COMPANY 1,712.25 .00 .00 .00 .00 .00 0 004010 ASHLAND CHEMICAL COMPANY 3,800.89 .00 .00 .00 .00 .00 0 004540 ASHLAND CHEMICAL COMPANY 45.00 .00 .00 .00 .00 .00 0 004780 ASHLAND CHEMICAL COMPANY 16,409.65 1,661.00 .00 .00 82.50- 737.56 0 004840 ASHLAND CHEMICAL COMPANY 260.00 .00 .00 .00 .00 .00 0 005186 ASHLAND CHEMICAL COMPANY 427.50 45.00 45.00 .00 .00 .00 0 005250 ASHLAND CHEMICAL COMPANY 55.00 .00 .00 .00 .00 .00 0 005370 ASHLAND CHEMICAL COMPANY .00 .00 .00 .00 .00 357.50- 0 005891 ASHLAND CHEMICAL COMPANY 90.00 .00 .00 .00 .00 .00 0 006100 ASHLAND CHEMICAL COMPANY 3,499.27 .00 .00 .00 .00 .00 0 006110 ASHLAND CHEMICAL COMPANY 748.40 .00 .00 .00 .00 .00 0 006170 ASHLAND CHEMICAL COMPANY 605.00 55.00 27.50 .00 46.00 347.50 0 006686 ASHLAND CHEMICAL COMPANY .00 .00 .00 .00 .00 112.50-
RCP017 A G E D A C C O U N T S R E C E I V A B L E AS OF 4/30/93 CO CUST NAME 0 - 90 91 -120 121 - 150 151 - 180 181 - 210 OVER 0 008750 ASHLAND CHEMICAL COMPANY 3,482.20 .00 .00 .00 82.50 .00 0 008849 ASHLAND CHEMICAL COMPANY .00 .00 .00 .00 .00 25.00- 0 009570 ASHLAND CHEMICAL COMPANY 27.50 .00 .00 .00 .00 .00 0 010078 ASHLAND CHEMICAL COMPANY .00 863.31- .00 .00 .00 .00 0 010598 ASHLAND CHEMICAL COMPANY 5,395.73 .00 1,271.00 .00 .00 234.00 0 012059 ASHLAND CHEMICAL COMPANY 5,594.20 3,260.09 .00 .00 1346.60- 84.70- 0 013995 ASHLAND CHEMICAL COMPANY 1,232.26 .00 .00 .00 .00 .00 0 018738 ASHLAND CHEMICAL COMPANY 220.00 .00 .00 .00 .00 .00 0 022016 ASHLAND CHEMICAL COMPANY 4,607.02 .00 .00 .00 .00 35.64- 0 046170 ASHLAND CHEMICAL COMPANY 3,838.20 .00 .00 .00 .00 .00 0 057158 ASHLAND CHEMICAL COMPANY 1,744.60 .00 .00 345.13 .00 .00 0 059259 ASHLAND CHEMICAL COMPANY 797.49 .00 .00 .00 .00 .00 0 059542 ASHLAND CHEMICAL COMPANY .00 .00 .00 .00 .00 2115.45- 0 061201 ASHLAND CHEMICAL COMPANY 18,555.43 .00 .00 .00 70.00- 267.00- 0 064495 ASHLAND CHEMICAL COMPANY 8,405.65 .00 .00 .00 .00 .00 0 069529 ASHLAND CHEMICAL COMPANY 2,062.24 .00 .00 .00 .00 .00 0 069824 ASHLAND CHEMICAL COMPANY 1,890.80 .00 .00 .00 .00 .00 0 078099 ASHLAND CHEMICAL COMPANY 45.00 .00 .00 .00 .00 .00 0 080063 ASHLAND CHEMICAL COMPANY 8,121.79 .00 .00 .00 .00 .00 0 082246 ASHLAND CHEMICAL COMPANY 27.50- .00 82.50 .00 27.50 110.00 0 082834 ASHLAND CHEMICAL COMPANY 680.00 .00 .00 .00 .00 880.00 0 085433 ASHLAND CHEMICAL COMPANY .00 .00 .00 .00 .00 143.80 0 087426 ASHLAND CHEMICAL COMPANY 4,962.00 .00 .00 .00 .00 .00 0 087538 ASHLAND CHEMICAL COMPANY 3,165.00 1,436.00 .00 .00 .00 .00 0 013635 ASHLAND OIL & REFINING CO .00 .00 48.00 .00 .00 .00 0 003025 ASHLAND PETROLEUM COMPANY 39.00 .00 .00 .00 .00 .00 0 089297 ASHTA CHEMICALS CO/ ITS 836.00 .00 .00 .00 .00 .00 0 075147 ASHTA CHEMICALS, INC 1,350.00 .00 .00 790.00 .00 160.00 0 057067 ATCHISON TOPEKA & SANTA F .00 .00 .00 .00 .00 4387.03- 0 083314 ATLANTIC CHEMICAL INTL IN 350.00 .00 .00 .00 .00 .00 0 087804 ATLANTIC COAST POLYMERS I 11,955.50 .00 .00 .00 .00 .00 0 009219 ATLANTIC CONCRETE COMPANY 409.00 .00 .00 346.67 .00 .00 0 016785 ATLANTIC CONTAINER LINES .00 .00 .00 .00 .00 100.00 0 072348 ATLANTIC CONTAINER LINES 24,946.40 153.00 575.00 .00 165.00 1,201.00 0 081315 ATLANTIC CONTAINER LINES .00 .00 .00 .00 .00 1,350.00 0 010595 ATLANTIC CONTAINER LINES 6,849.50 431.50 .00 .00 .00 .00 0 005000 ATLANTIC GELATIN 27.50 .00 .00 .00 .00 .00 0 004862 ATLANTIC REF & MARKETING 1,446.81 .00 .00 .00 .00 .00 0 081589 ATM INDUSTRIAL CORPORATIO .00 .00 .00 .00 .00 2,527.30 0 081950 ATM INDUSTRIAL CORPORATIO .00 .00 .00 .00 .00 293.25 0 080612 ATO AUSIMONT .00 .00 .00 .00 .00 4279.00- 0 083702 AUSIMONT USA INC 900.00 .00 .00 .00 .00 .00 0 088151 AUTO EXPRESS HERCULES SA 4,153.50 956.70 .00 .00 .00 .00 0 011517 AUTO EXPRESS HERCULES SA 6,120.00 6,120.00 1,260.00 .00 .00 623.70 0 081714 AUTO TRANSPORTES RACAVE 75,628.00 10,261.80 .00 283.50 642.60 .00 0 008851 AUTOLINEAS REGIOMONTANAS 32,650.20 6,071.40 .00 .00 .00 .00 0 072913 AUTOSTYLE .00 .00 .00 .00 .00 907.50 0 006760 AUTOSTYLE PLASTICS 55.00 .00 .00 .00 .00 488.00 0 005087 AUTOSTYLE PLASTICS INC 1,667.50 .00 .00 .00 .00 .00 0 085492 AVATAR CORPORATION .00 .00 .00 .00 .00 406.36 0 003562 AVERY CHEMICAL DIVISION 3,162.50 .00 .00 .00 .00 .00
RCP017 A G E D A C C O U N T S R E C E I V A B L E AS OF 4/30/93 CO CUST NAME 0 - 90 91 -120 121 - 150 151 - 180 181 - 210 OVER 0 014390 AVERY PRODUCTS CORP 60,946.25 .00 .00 .00 .00 .00 0 086760 AXIM CONTRETE 2,268.24 .00 .00 .00 .00 .00 0 059324 AZON SYSTEMS INC 192.50 .00 .00 .00 .00 .00 0 061203 B D P INTERNATIONAL INC 989.19 .00 .00 .00 .00 570.00 0 087848 B D P INTERNATIONAL INC .00 .00 .00 130.00 .00 .00 0 034980 B F GOODRICH CHEMICAL CO 55.00 .00 .00 .00 .00 .00 0 035010 B F GOODRICH CHEMICAL CO 110.00 .00 .00 364.00 .00 .00 0 035040 B F GOODRICH CHEMICAL CO 1,429.44 .00 .00 .00 .00 660.00 0 035050 B F GOODRICH CHEMICAL CO 3,186.50 .00 .00 .00 .00 .00 0 035090 B F GOODRICH CHEMICAL CO 2,339.70 .00 .00 .00 .00 .00 0 069449 B F GOODRICH CHEMICAL CO 125.00 .00 .00 .00 .00 .00 0 087537 B F GOODRICH CHEMICAL CO 3,852.00 .00 .00 .00 .00 .00 0 001400 B P CHEMICALS INC .00 .00 .00 .00 .00 196.39 0 002111 B P CHEMICALS INC 247.50 .00 .00 .00 .00 .00 0 062622 B P CHEMICALS INC .00 .00 .00 .00 .00 3,052.95 0 066177 B P CHEMICALS INC 1,281.00 .00 .00 .00 .00 56.76- 0 004193 B P OIL CORPORATION 1,759.18 .00 .00 .00 252.56 .00 0 006293 B P OIL CORPORATION 200.00 .00 .00 .00 .00 .00 0 016509 B P OIL CORPORATION .00 .00 .00 .00 .00 55.00 0 053026 B P OIL CORPORATION 1,902.50 .00 .00 .00 .00 .00 0 088862 BABCOCK AND WILCOX 7,554.74 .00 1,284.00 .00 .00 .00 0 063051 BABCOCK & WILSON 4,571.00 .00 .00 .00 .00 .00 0 087183 BADGER MINING CO .00 .00 .00 .00 .00 412.50 0 086305 BADGER PAPER COMPANY 82.50 .00 .00 .00 .00 .00 0 047930 BAKER PERFORMANCE CHEMICA 81,034.95 13,420.92 .00 .00 .00 .00 0 081884 BAKER PERFORMANCE CHEMICA 27.50 .00 .00 .00 .00 .00 0 088558 BAKER PERFORMANCE CHEMICA 2,774.50 .00 .00 .00 .00 .00 0 083877 BAKOR INC 60,885.85 3,431.50 .00 .00 2,775.73 4,848.10 0 089286 BALTIMORE CITY WATER DEPT .00 1,260.00 .00 .00 .00 .00 0 072579 BALTIMORE SPECIALTY STEEL .00 .00 .00 55.00 .00 .00 0 008203 BAMBERGER POLYMERS 2,167.50 .00 55.00 165.00 55.00 137.50 0 021000 BANITE INC 3,414.00 .00 .00 .00 .00 .00 0 007030 BARCROFT COMPANY 3,045.00 .00 .00 .00 .00 .00 0 084371 BAROID DRILLING FLUIDS 27.50 .00 .00 .00 .00 .00 0 007632 BARR COMPANY .00 .00 .00 150.00 .00 4,805.00 0 057870 BARRE NATIONAL 55.00 27.50 .00 .00 123.75 55.00 0 089139 BARRERA FORWARDING AND ST 360.00 .00 .00 .00 .00 .00 0 004105 BARTON SOLVENTS INC .00 .00 .00 .00 .00 5,536.21 0 074581 BASF CANADA INC 2,732.00 .00 .00 .00 .00 80.26 0 080680 BASF CANADA INC .00 .00 82.50 .00 .00 .00 0 001274 BASF CORPORATION 26,600.50 1,683.25- 2,647.50 .00 .00 512.00 0 003580 BASF CORPORATION 910.00 .00 190.00 .00 250.00 250.00 0 004338 BASF CORPORATION 506.00 .00 .00 .00 .00 .00 0 004868 BASF CORPORATION 15,465.00 .00 .00 .00 .00 55.00- 0 005990 BASF CORPORATION 2,323.00 .00 22.00 .00 82.50 .00 0 009831 BASF CORPORATION 125.00 .00 .00 .00 .00 .00 0 016099 BASF CORPORATION 384,333.89 18,976.83 5,352.67 469.28 .00 2,620.71 0 018405 BASF CORPORATION 33,641.14 .00 150.00 .00 .00 465.32 0 023616 BASF CORPORATION 1,936.75 .00 .00 .00 .00 190.00 0 023920 BASF CORPORATION 409.50 .00 .00 .00 .00 .00 0 050371 BASF CORPORATION 140.00 .00 .00 .00 .00 .00
RCP017 A G E D A C C O U N T S R E C E I V A B L E AS OF 4/30/93 CO CUST NAME 0 - 90 91 -120 121 - 150 151 - 180 181 - 210 OVER 0 050441 BASF CORPORATION 7,352.30 1,017.50 435.50 220.00 712.50 3,263.75 0 056436 BASF CORPORATION 46.00 .00 .00 .00 .00 .00 0 067997 BASF CORPORATION 5,000.00 .00 .00 .00 .00 .00 0 069679 BASF CORPORATION 10,712.81 .00 .00 .00 .00 .00 0 078930 BASF CORPORATION .00 .00 .00 .00 577.50 .00 0 082286 BASF CORPORATION 1,095.00 .00 .00 .00 .00 .00 0 086088 BASF CORPORATION 608.75 .00 .00 .00 .00 137.50- 0 086089 BASF CORPORATION 55.00 370.50 .00 .00 .00 .00 0 086092 BASF CORPORATION .00 .00 3,865.00 .00 .00 .00 0 086093 BASF CORPORATION 100.00 .00 .00 .00 .00 .00 0 086094 BASF CORPORATION 3,475.25 .00 .00 .00 .00 185.00 0 086095 BASF CORPORATION 82.50 .00 .00 .00 .00 .00 0 086253 BASF CORPORATION .00 .00 .00 .00 .00 302.50 0 087012 BASF CORPORATION 11,092.00 .00 210.00 .00 .00 .00 0 088443 BASF CORPORATION 2,600.00 .00 .00 .00 .00 .00 0 088445 BASF CORPORATION 1,920.00 .00 .00 .00 .00 .00 0 089716 BASF CORPORATION 10,155.00 .00 .00 .00 .00 .00 0 090260 BASF CORPORATION 21,035.52 .00 .00 .00 .00 .00 0 090290 BASF CORPORATION 2,797.00 .00 .00 .00 .00 50.00- 0 043360 BASF INMONT CORPORATION .00 690.00 506.00 943.00 .00 .00 0 055136 BASF INMONT CORPORATION 660.00 .00 .00 .00 .00 .00 0 058983 BASF INMONT DIV PLAN 0522 2,712.00 .00 .00 .00 .00 .00 0 009682 BASF INMONT DIV PLAN 0554 414.00 .00 .00 .00 .00 .00 0 007557 BATESVILLE CASKET COMPANY 959.00 .00 .00 .00 .00 .00 0 025878 BATTENFIELD AMERICA 1,874.00 .00 .00 .00 .00 .00 0 070609 BAXTER PHARMASEAL 656.00 .00 .00 .00 .00 .00 0 076427 BAY CHEMICAL CO 475.00 .00 .00 .00 .00 .00 0 084309 BAY SHORE VINYL COMPOUNDS 27.50 .00 .00 .00 .00 .00 0 087342 BAYER CANADA INC 8,434.40 .00 .00 .00 .00 .00 0 003670 BAYPORT CHEMICAL .00 .00 .00 .00 .00 247.50 0 026530 BAYWAY REFINING COMPANY 3,673.45 .00 .00 .00 .00 .00 0 016182 BEAR ISLAND PAPER .00 .00 .00 .00 .00 25.00 0 027535 BEATRICE FOODS .00 .00 .00 .00 .00 1,424.50 0 072403 BEAULIEU NYLON 27.50 .00 .00 .00 96.00 .00 0 023649 BEAVER ADHESIVES 1,454.00 .00 .00 .00 .00 .00 0 085777 BEAZER EAST INC .00 .00 .00 .00 .00 2,047.50 0 080952 BECKETT PAPER 1,948.10 .00 .00 .00 .00 .00 0 086888 BEECHFORK PROCESSING .00 577.50 .00 .00 .00 .00 0 055714 BEERS 126.20 .00 .00 .00 .00 .00 0 089948 BEHAN WELL SERVICE 320.00 .00 .00 .00 .00 .00 0 014028 BEIRSDORF INC 2,525.00 .00 .00 .00 .00 .00 0 086557 BELMONT PLATING 55.00 137.50 110.00 .00 .00 .00 0 052227 BELOIT CORPORATION .00 192.50 .00 .00 .00 .00 0 010535 BENBOW CHEMICAL PACKAGING 2,447.00 .00 .00 .00 .00 .00 0 082265 BENCKISER CONSUMER PRODUC 27.50 110.00 27.50 .00 .00 185.00 0 008370 BENJAMIN MOORE & COMPANY 27.50 .00 .00 .00 .00 .00 0 005572 BENZSAY & HARRISON .00 797.13 .00 1,108.16 1,948.78 3,070.73 0 022074 BERCEN CHEMICAL COMPANY 1,837.50 .00 .00 .00 .00 .00 0 012594 BERLIN & JONES COMPANY .00 .00 123.75 .00 .00 .00 0 084484 BERLISS BEARING COMPANY .00 247.50 .00 .00 .00 .00 0 003224 BETHLEHEM STEEL CORP 4,567.50 .00 .00 .00 .00 .00
RCP017 A G E D A C C O U N T S R E C E I V A B L E AS OF 4/30/93 CO CUST NAME 0 - 90 91 -120 121 - 150 151 - 180 181 - 210 OVER 0 008700 BETHLEHEM STEEL CORP .00 .00 .00 .00 .00 82.50- 0 076324 BETHLEHEM STEEL CORP .00 .00 .00 .00 .00 730.00 0 001040 BETZ LABORATORIES INC 701.87 .00 .00 .00 .00 .00 0 001865 BETZ LABORATORIES INC 1,526.91 .00 .00 .00 .00 .00 0 008910 BETZ LABORATORIES INC 357.50 .00 .00 .00 .00 .00 0 016275 BETZ LABORATORIES INC 6,932.02 .00 .00 .00 .00 .00 0 055020 BETZ LABORATORIES INC 9,200.10 .00 .00 .00 .00 .00 0 068613 BETZ LABORATORIES INC 83,252.72 .00 118.98 .00 .00 .00 0 087499 BETZ LABORATORIES INC 14,821.25 .00 .00 .00 .00 .00 0 089699 BETZ LABORATORIES INC 4,229.71 .00 .00 .00 .00 .00 0 008373 BETZ PAPERCHEM INC 2,718.12 .00 .00 .00 .00 .00 0 074574 BETZ PAPERCHEM INC 110.00 .00 .00 .00 .00 .00 0 074015 BIBB MANUFACTURING CO 1,762.00 .00 .00 .00 .00 .00 0 004191 BIG THREE INDUSTRIES .00 .00 137.50 .00 .00 .00 0 008003 BIG THREE INDUSTRIES .00 .00 .00 537.00- .00 .00 0 011997 BIO LAB .00 247.50 .00 .00 .00 .00 0 081979 BIOCRAFT LABORATORIES 5,130.50 .00 768.00 .00 28.00- .00 0 082492 BIOCRAFT LABORATORIES 707.50 .00 .00 .00 .00 .00 0 081505 BLACK BEAR COMPANY .00 .00 .00 .00 .00 190.00 0 009350 BLACKMAN UHLER CHEMICAL 974.00 .00 .00 .00 .00 .00 0 089478 BLANCHESTER PMC INC 598.00 .00 .00 .00 .00 .00 0 083392 BLANDIN PAPER COMPANY 3,304.23 .00 .00 .00 .00 .00 0 000081 BLOCKSOM & COMPANY 270.00 .00 .00 .00 .00 .00 0 004990 BLUE CIRCLE CEMENT INC 55.00 .00 .00 .00 .00 .00 0 017733 BLUE CIRCLE CEMENT INC 56,824.26 50.33- 140.50- .00 .00 .00 0 009483 BLUE GRASS CHEMICAL 4,042.00 .00 .00 .00 .00 .00 0 052987 BLUE GRASS CHEMICAL 722.66 40.00 .00 .00 .00 .00 0 057829 BOC GROUP 4,622.80 .00 .00 .00 .00 .00 0 002987 BOEHME FILATEX INC 822.80 .00 .00 .00 .00 .00 0 008127 BOISE CASCADE .00 .00 .00 .00 .00 1,725.00 0 028703 BOISE CASCADE .00 .00 .00 .00 .00 90.00 0 081688 BOLIDEN INTERTRADE .00 .00 .00 .00 .00 55.00- 0 055317 BONO COTE INC 27.50 .00 .00 .00 .00 .00 0 081892 BONLAM A D DE C V .00 630.00 200.00 .00 .00 .00 0 006160 BORDEN & REMINGTON 52.52 .00 220.00- .00 .00 137.50 0 008604 BORDEN CHEMICAL 2,752.37 .00 .00 .00 .00 .00 0 010050 BORDEN CHEMICAL 330.00 .00 .00 .00 .00 .00 0 017966 BORDEN CHEMICAL 89,783.30 1,128.25 .00 .00 .00 .00 0 087685 BORDEN CHEMICAL 678.89 .00 .00 .00 .00 .00 0 082862 BORDEN INC 618.75 .00 .00 .00 .00 .00 0 087686 BOROUGH OF BROOKLYN 900.00 .00 .00 .00 .00 .00 0 087774 BOROUGH OF MANHATTAN 75.00 .00 .00 .00 .00 .00 0 087775 BOROUGH OF QUEENS 350.00 .00 .00 .00 .00 .00 0 087553 BOSTON EDISON 552.50 .00 .00 .00 .00 .00 0 003870 BOSTON EDISON COMPANY 52.52 .00 .00 .00 .00 .00 0 005252 BOSTON EDISON COMPANY 52.52 .00 .00 .00 .00 .00 0 005614 BOWATER CAROLINA CO 1,975.18 .00 .00 .00 .00 .00 0 010490 BOWATER SALES .00 .00 .00 .00 .00 1023.00- 0 087939 BREAUX PETROLEUM PRODUCTS 36.00 .00 .00 .00 .00 .00 0 065730 BRICK TOWNSHIP MUNICIPAL .00 .00 .00 .00 26.00 .00 0 083158 BRIGHTS ASSOCIATES .00 .00 .00 .00 .00 1,175.00
RCP017 A G E D A C C O U N T S R E C E I V A B L E AS OF 4/30/93 CO CUST NAME 0 - 90 91 -120 121 - 150 151 - 180 181 - 210 OVER 0 011010 BRISTOL MYERS COMPANY 150.00 .00 220.00 .00 .00 .00 0 013890 BRISTOL MYERS COMPANY 50.00 .00 .00 .00 .00 .00 0 051685 BRITZ CHEMICAL COMPANY 804.34 .00 .00 .00 .00 .00 0 080160 BROUCK PLASTICS 742.00 .00 .00 .00 .00 .00 0 001284 BROWN & WILLIAMSON CO 75.00 .00 .00 .00 .00 .00 0 009858 BROWN & WILLIAMSON CO 11,665.00 .00 .00 .00 .00 .00 0 008731 BROWN CHEMICAL COMPANY 1,102.98 .00 .00 52.00 367.50 514.00 0 001960 BROWN MATT FWG 5,150.00 720.00 .00 .00 .00 .00 0 089532 BROWNING & FERRIS IND/CEC 9,693.50 .00 .00 .00 .00 .00 0 071066 BROWNING & FERRIS INDUST 990.00 .00 .00 .00 .00 .00 0 075029 BROWNING FERRIS INDUSTRIE 10,135.00 .00 .00 .00 .00 .00 0 017545 BRUNING PAINT COMPANY .00 .00 .00 .00 .00 137.50 0 053577 BRUSH WELLMAN 55.00 .00 .00 .00 .00 .00 0 087328 BRUSH WELLMAN 1,608.42 .00 .00 .00 .00 .00 0 052738 BRYSON RECOVERY SERVICES .00 .00 .00 .00 .00 10,448.07 0 007646 BTL SPECIALTY RESINS CORP 4,379.88 .00 .00 .00 .00 .00 0 004775 BUCKBEE MEARS COMPANY 3,537.00 .00 .00 .00 .00 .00 0 089913 BUCKEYE CELLULOSE CO 220.00 .00 .00 .00 .00 .00 0 090016 BUCKEYE PIPE LINE CO 397.48 .00 .00 .00 .00 .00 0 006823 BUCKMAN LABORATORIES 4,635.75 .00 .00 .00 .00 797.00 0 011830 BUCKMAN LABORATORIES 20,295.60 .00 .00 .00 .00 .00 0 011940 BUFFALO COLOR CORPORATION 34,421.38 .00 .00 .00 .00 .00 0 000604 BULK CHEMICAL INC .00 .00 .00 .00 .00 27.50 0 086792 BULK CONNECTION INC 2,510.50 .00 357.50 .00 .00 350.00 0 067962 BULK CONNECTIONS .00 .00 .00 .00 .00 69.00- 0 024515 BULK DISTRIBUTION .00 .00 .00 .00 .00 371.06 0 072700 BULK MATERIALS INTERNATIO 5,127.95 .00 .00 .00 .00 .00 0 026929 BULKHAUL USA INC 39,570.19 2,303.61 .00 3,097.12 .00 .00 0 088475 BUNKER HILL PLASTICS INC 27.50 .00 .00 .00 .00 .00 0 054399 BURLINGTON INDUSTRIES 1,221.90 .00 .00 .00 .00 .00 0 073457 BURNETT ASSOCIATES LTD 4,143.74 .00 .00 .00 .00 .00 0 012690 BURRIS CHEMICAL COMPANY 429.00 .00 .00 .00 .00 .00 0 083683 BURROWS PAPER CORP 1,628.72 .00 .00 .00 .00 .00 0 089846 BUTTERBALL TURKEY CORP 1,385.50 .00 .00 .00 .00 .00 0 027228 BYK CHEMIE USA INC 474.00 .00 .00 .00 .00 .00 0 066727 C B FLEET COMPANY INC 27.50 .00 .00 .00 .00 .00 0 069360 C D R PIGMENTS & DISPERSI 41.25 .00 .00 .00 .00 .00 0 005086 C H PATRICK & COMPANY 1,992.33 .00 .00 .00 .00 .00 0 080953 C J R PROCESSING .00 .00 .00 .00 .00 110.00- 0 084563 C L HATAWAY AND SON INC .00 .00 .00 .00 .00 110.00 0 053219 C P C INTERNATIONAL 778.00 .00 .00 .00 .00 .00 0 056996 C P CHEMICALS 137.50 .00 .00 .00 .00 .00 0 019568 C P HALL COMPANY 55.00 .00 .00 .00 .00 .00 0 058804 C P I ENGINEERING SERVICE 12,668.50 .00 .00 .00 .00 222.50- 0 012820 C P S CHEMICALS 5,402.44 151.25 .00 .00 .00 5,678.38 0 023251 C P S CHEMICALS 150.00 .00 .00 .00 .00 .00 0 086791 C R SEMLER INCORPORATED 142.00 .00 .00 .00 .00 .00 0 011765 C S A LTD .00 .00 .00 .00 .00 100.00 0 082117 C S X TRANSPORTATION 1,360.00 .00 .00 .00 .00 .00 0 001101 CABOT CORPORATION 5,244.00 .00 .00 .00 .00 .00 0 010564 CABOT CORPORATION 2,450.50 .00 .00 .00 .00 .00
RCP017 A G E D A C C O U N T S R E C E I V A B L E AS OF 4/30/93 CO CUST NAME 0 - 90 91 - 120 121 - 150 151 - 180 181 - 210 OVER 0 042245 CABOT CORPORATION 26.26 .00 .00 .00 .00 .00 0 085775 CAL WAX CORP 1,954.60 .00 .00 .00 .00 .00 0 014677 CALABRIAN CORPORATION 3,885.60 .00 .00 .00 .00 .00 0 063307 CALABRIAN CORPORATION .00 .00 675.00 .00 .00 .00 0 089709 CALCIQUEST INC 4,300.48 .00 .00 .00 .00 .00 0 051456 CALGON CARBON COMPANY .00 .00 .00 .00 .00 7,397.20 0 086147 CALGON CARBON COMPANY .00 .00 .00 .00 .00 2,646.48 0 012910 CALGON CORPORATION 928.65 .00 55.00 .00 165.00 165.00 0 012980 CALGON CORPORATION 5,151.15 .00 .00 .00 .00 .00 0 055485 CALGON CORPORATION 1,313.30 .00 .00 .00 .00 .00 0 000208 CALGON VESTAL 3,934.81 .00 .00 .00 .00 .00 0 079913 CALIF CONSOLIDATED ENTER .00 .00 .00 .00 .00 27.50 0 090223 CALIFORNIA CEDAR PRODUCTS 611.00 .00 .00 .00 .00 .00 0 023150 CALIFORNIA OILS CORPORATION .00 .00 412.50 .00 .00 .00 0 013010 CALLAHAN CHEMICAL COMPANY .00 .00 .00 .00 .00 45.00 0 084526 CALLAWAY CHEMICAL COMPANY 82.50 .00 .00 .00 .00 .00 0 089565 CALLAWAY CHEMICAL COMPANY 137.50 .00 .00 .00 .00 .00 0 019409 CALUMET CHEMICAL CORP 55.00 82.50 .00 .00 .00 165.00 0 027338 CAMCO CHEMICAL COMPANY 2,481.80 .00 .00 .00 .00 .00 0 001774 CAMECO CORPORATION 294.25 .00 .00 .00 .00 .00 0 009613 CANADA COLOR & CHEM INC .00 79.51 .00 .00 .00 .00 0 013530 CANADA COLOR & CHEM INC .00 64.20 .00 .00 .00 2,463.60 0 082149 CANADA RESOURCES DISTRIBU .00 .00 .00 .00 .00 110.00 0 050821 CANADA SQUARE RESINS .00 .00 .00 .00 941.61 382.53 0 053750 CANADA STARCH 19,689.95 .00 .00 .00 .00 .00 0 004660 CANADA WIRE & CABLE LTD 628.00 .00 .00 .00 .00 .00 0 085384 CANADIAN GYPSUM CO. INC .00 .00 .00 .00 .00 1,051.28 0 011796 CANADIAN OXY CHEMICAL CO 14,362.95 .00 .00 .00 .00 .00 0 077004 CANADIAN PACIFIC FOREST P .00 .00 .00 .00 .00 55.00 0 077625 CANADIAN PACIFIC FOREST P 4,318.50 .00 .00 .00 .00 .00 0 080651 CANAL ELECTRIC LIGHT CO 1,980.20 .00 .00 .00 .00 .00 0 088657 CANAMERA FOODS INC 26.75 .00 .00 .00 .00 .00 0 038420 CAPE INDUSTRIES 1,620.00 .00 .00 .00 .00 .00 0 001858 CAPITAL RESIN CORPORATION 1,036.94 .00 .00 .00 .00 .00 0 085655 CAPITOL CEMENT 970.02 .00 .00 .00 .00 82.50 0 021078 CAPITOL CEMENT CORP 85,871.92 .00 .00 .00 .00 .00 0 057160 CARBONAIRE 3,823.44 125.00 .00 .00 534.00 1,028.23 0 028839 CARDINAL ALUM .00 .00 .00 55.00 .00 280.00 0 013617 CARDINAL STABILIZERS IN .00 .00 .00 .00 .00 96.00 0 028452 CARDOLITE CORPORATION 467.50 .00 .00 .00 .00 .00 0 088528 CARGAMEX 1,275.00 425.00 425.00 1,375.00 .00 .00 0 074284 CARGILL CORN PLANT .00 .00 .00 .00 42.00 1,395.23 0 000700 CARGILL INC 76,896.94 1,004.00 7.50 .00 .00 340.00- 0 003361 CARGILL INC 192.50 .00 .00 .00 .00 .00 0 013870 CARGILL INC 3,302.04 .00 55.00 .00 .00 .00 0 025407 CARGILL INC 12,162.87 .00 .00 .00 .00 .00 0 062179 CARGILL INC 25.00 .00 .00 .00 .00 .00 0 057891 CARLISLE CHEMICAL 663.00 .00 .00 .00 .00 665.00 0 050672 CARLISLE SYNTEC 1,585.33 .00 .00 .00 .00 .00 0 062798 CARTLISLE TIRE & RUBBER CO 1,427.64 .00 .00 .00 .00 .00 0 066227 CARLOS LEFFLER INC .00 .00 .00 .00 .00 165.24-
RCP017 A G E D A C C O U N T S R E C E I V A B L E AS OF 4/30/93 CO CUST NAME 0 - 90 91 - 120 121 - 150 151 - 180 181 - 210 OVER 0 083593 CARPLASTIC SA DE CV 360.00 3,645.00 .00 .00 .00 .00 0 089979 CARRIER CORP 5,498.92 .00 .00 .00 .00 .00 0 090105 CARRIER CORPORATION 1,540.00 .00 .00 .00 .00 .00 0 006956 CARTER WALACE INC 2,598.90 .00 .00 .00 .00 .00 0 006519 CASHCEM INC 687.50 .00 .00 1,129.00 .00 1,110.00 0 063296 CASCO COMPANY 144.45 513.60 .00 .00 .00 .00 0 088686 CASS TRANSPORT SERVICE 783.00 .00 .00 .00 .00 .00 0 068513 CASTING SUPPLY HOUSE .00 .00 331.25 .00 .00 .00 0 059957 CASTROL INC 16,021.22 .00 .00 .00 .00 .00 0 074318 CASTROL INC 1,484.80 .00 .00 .00 .00 .00 0 081025 CASTROL INC 790.78 .00 .00 .00 .00 .00 0 011016 CASTROL INDUSTRIAL CENTRA 46.00 .00 .00 .00 .00 .00 0 081784 CASTROL INDUSTRIAL CENTRA 2,775.40 .00 .00 1,941.92 .00 .00 0 088901 CATALYST GOLDEN BEAR 7,794.10 .00 .00 .00 .00 .00 0 007074 CATERPILLAR TRACTOR CO 1,382.32 .00 .00 .00 .00 .00 0 063110 CCL CUSTOM MANUFACTURING .00 .00 .00 .00 .00 75.00 0 083500 CCL CUSTOM MANUFACTURING 972.50 .00 27.50 .00 .00 2,734.50 0 083844 CCL CUSTOME MFG 110.00 .00 .00 .00 .00 .00 0 006083 CECOS INTERNATIONAL INC 50.00- .00 .00 .00 .00 .00 0 016780 CEDAR CHEMICAL CORP 560.00 .00 .00 .00 .00 .00 0 083065 CEDAR CONCEPT CORP 82.50 .00 .00 .00 .00 .00 0 069983 CELLO CHEMCIAL COMPANY .00 .00 .00 .00 913.50 .00 0 078098 CENTERLINE INDUSTRIES INC .00 .00 .00 .00 .00 460.00 0 070725 CENTRAL PRODUCTS COMPANY 1,232.00 .00 .00 .00 .00 .00 0 081361 CENTRAL STATES CAN CO 572.00 .00 .00 .00 .00 .00 0 056413 CENTURY ADHESIVES CO 55.00 .00 .00 .00 .00 .00 0 090094 CENTURY OIL ACQUISITION C 1,138.25 .00 .00 .00 .00 .00 0 012877 CERTIFIED CHEMICAL CO .00 .00 .00 .00 2,606.40 813.00 0 014444 CHALES R HABBART & SONS .00 .00 .00 9.00 .00 .00 0 076122 CHALLENGE INTERNATIONAL 6,852.50 1,450.00 .00 .00 .00 1,394.62 0 011181 CHAMPION INTERNATIONAL .00 .00 230.00- .00 .00 .00 0 015380 CHAMPION INTERNATIONAL 137.50 .00 .00 292.95 .00 4,756.31 0 028248 CHAMPION INTERNATIONAL .00 .00 .00 .00 1769.20- .00 0 028518 CHAMPION INTERNATIONAL 10,695.00 .00 .00 .00 .00 .00 0 056203 CHAMPION INTERNATIONAL 1,549.12 .00 .00 .00 .00 .00 0 005402 CHAMPION PAPER COMPANY 4,550.00 .00 .00 .00 .00 .00 0 085840 CHARDON OIL CO INC .00 .00 .00 .00 .00 27.50 0 065421 CHARLOTTE CHEM .00 .00 .00 .00 .00 150.00 0 088938 CHEATHAM CHEMICAL 55.00 1,233.50 .00 .00 .00 .00 0 009113 CHEM TREND INCORPORATED 2,416.80 .00 .00 .00 .00 .00 0 083303 CHEMAID INCORPORATED 492.50 .00 .00 .00 .00 .00 0 000093 CHEMCENTRAL CORPORATION .00 .00 180.00 .00 .00 415.00 0 002134 CHEMCENTRAL CORPORATION 5,397.50 .00 .00 .00 .00 .00 0 004076 CHEMCENTRAL CORPORATION 302.50 .00 .00 .00 .00 137.50 0 008838 CHEMCENTRAL CORPORATION .00 55.00 .00 .00 .00 .00 0 015457 CHEMCENTRAL CORPORATION 137.50 .00 330.00 .00 .00 1,225.00 0 088870 CHEMCENTRAL CORPORATION 962.31 40.00 .00 .00 .00 .00 0 076770 CHEMCENTRAL CORPORATION 2,168.95 .00 .00 .00 .00 .00 0 077305 CHEMCENTRAL CORPORATION 2,065.20 .00 .00 .00 .00 .00 0 087680 CHEMCENTRAL CORPORATION 436.50 .00 .00 .00 .00 .00 0 008046 CHEMETALS INT'L INC 2,602.00 .00 .00 .00 .00 .00
RCP017 A G E D A C C O U N T S R E C E I V A B L E AS OF 4/30/93 CO CUST NAME 0 - 90 91 - 120 121 - 150 151 - 180 181 - 210 OVER 0 005540 CHEMFIL CORPORATION 687.90 .00 .00 .00 .00 423.40 0 004075 CHEMICAL CORP OF AMERICA .00 1,356.75 .00 .00 .00 .00 0 083400 CHEMICAL DISTRIBUTOR .00 .00 .00 .00 .00 21.00 0 016030 CHEMICAL DISTRIBUTORS INC 27.50 .00 .00 .00 .00 .00 0 072417 CHEMICAL LEAMAN INTERNATI 22,480.99 2,985.10 315.24 205.33- 382.50 78.84 0 051384 CHEMICAL LEAMAN TANK LINE .00 .00 .00 .00 .00 350.00 0 073641 CHEMICAL LEAMAN TANK LINE 208.00- .00 .00 .00 .00 .00 0 084385 CHEMICAL MARKETING .00 .00 .00 .00 .00 2,140.50 0 089632 CHEMICAL MARKETING ASSOC 1,645.00 .00 .00 .00 .00 .00 0 053786 CHEMICAL POLLUTION CONTRO 963.32 .00 481.66 .00 .00 .00 0 084495 CHEMICAL RAINBOW TANK CLE .00 .00 .00 4,050.00 4,185.00 9,400.00 0 001924 CHEMICAL RESOURCES INC 5,850.68 .00 .00 .00 .00 .00 0 011478 CHEMICAL SERVICES COMPANNY .00 .00 .00 .00 .00 247.80 0 014201 CHEMICAL WASTE MANAGEMENT .00 192.50 .00 .00 .00 .00 0 070858 CHEMICAL WASTE MANAGEMENT 1,291.50 .00 .00 .00 .00 .00 0 079963 CHEMICAL WASTE MANAGEMENT 29,447.00 .00 .00 .00 .00 .00 0 076601 CHEMICAL WAY CORPORATION 5,917.48 .00 .00 .00 .00 .00 0 006719 CHEMIONICS CORPORATION 110.00 .00 .00 .00 .00 .00 0 009242 CHEMLINK PETROLEUM 72.00 .00 .00 .00 .00 481.25 0 000723 CHEMPAC LTD 4,820.00 .00 .00 .00 .00 .00 0 078599 CHEMPAK 632.50 62.50 27.50 55.00 55.00 495.00 0 003774 CHEMPLY INCORPORATED .00 .00 .00 .00 .00 605.00 0 013139 CHEMPLY INCORPORATED 451.00 .00 300.00 50.00 55.00 3,283.20 0 079621 CHEMQUEST 27.50 .00 .00 .00 .00 .00 0 088510 CHEMREAL CORP 1,642.39- .00 .00 .00 .00 .00 0 089156 CHEMREAL INC 1,249.80 .00 .00 .00 .00 .00 0 004735 CHEMRON CORPORATION 7,886.40 1,301.25 .00 .00 1,801.42 1,208.45 0 086232 CHEMRON CORPORATION 15,387.50 .00 .00 2,830.00- 2,700.00 1,755.00 0 085733 CHEMSTREAM .00 .00 .00 .00 .00 6,462.22 0 064649 CHEMSUN INC .00 .00 .00 .00 .00 1,163.14- 0 069160 CHEMTALL INCORPORATED 7,647.45 82.50 .00 .00 .00 .00 0 051629 CHEMTECH INTERNATIONAL 4,861.50 275.00 .00 247.50 .00 .00 0 071010 CHEMTECH INTERNATIONAL 1,409.15 .00 .00 .00 .00 .00 0 016230 CHEMTECH PRODUCTS 1,962.75 .00 .00 .00 .00 .00 0 075712 CHERRY HILL CONSTRUCTION .00 .00 .00 .00 .00 951.35 0 083239 CHERRY HILL CONSTRUCTION .00 .00 .00 .00 .00 570.00 0 016080 CHESAPEAKE CORPORATION 110.00 .00 .00 .00 .00 .00 0 080470 CHESAPEAKE HARDWOOD .00 .00 .00 .00 .00 137.50 0 007484 CHESEBROUGH PONDS 45.00 .00 .00 .00 .00 .00 0 021225 CHESEBROUGH PONDS 790.00 3,266.97 100.00 .00 480.00 .00 0 001604 CHEVRON CHEMICAL COMPANY 110.00 .00 .00 .00 .00 .00 0 005604 CHEVRON CHEMICAL COMPANY 1,381.98 .00 .00 .00 .00 .00 0 008172 CHEVRON CHEMICAL COMPANY 82.50 .00 .00 .00 .00 .00 0 015950 CHEVRON CHEMICAL COMPANY 16,836.57 .00 .00 .00 .00 .00 0 016520 CHEVRON CHEMICAL COMPANY 108,165.97 .00 .00 .00 .00 110.00- 0 021148 CHEVRON CHEMICAL COMPANY 5,040.00 .00 .00 .00 .00 .00 0 023077 CHEVRON CHEMICAL COMPANY 2,743.90 .00 .00 .00 .00 264.40 0 060248 CHEVRON CHEMICAL COMPANY 82.50 .00 .00 .00 .00 .00 0 068370 CHEVRON CHEMICAL COMPANY 1,691.69 .00 .00 .00 .00 .00 0 078516 CHEVRON CHEMICAL COMPANY 90.00 .00 .00 .00 .00 .00 0 082179 CHEVRON CHEMICAL COMPANY 787.50 .00 .00 .00 .00 .00
RCP017 A G E D A C C O U N T S R E C E I V A B L E AS OF 4/30/93 CO CUST NAME 0 - 90 91 - 120 121 - 150 151 - 180 181 - 210 OVER 0 088986 CHEVRON CHEMICAL COMPANY 10,682.08 .00 .00 .00 .00 .00 0 003078 CHEVRON U S A INC 518.40 1,961.13 .00 .00 .00 .00 0 004618 CHEVRON U S A INC 3,371.50 .00 .00 .00 .00 .00 0 006624 CHEVRON U S A INC 206.25 .00 .00 .00 .00 27.50 0 088985 CHEVRON U S A INC 4,282.00 .00 .00 .00 .00 .00 0 075964 CHEVRON U S A INC 36,883.39 77.91 25.92 340.80 587.04 21.00 0 088077 CHEVRON U S A INC 2,733.41 .00 .00 .00 .00 .00 0 016430 CHICAGO MAGNET WIRE CORP 2,368.00 .00 .00 .00 .00 .00 0 089705 CHOICE TRANSPORTATION 7,793.06 .00 .00 .00 .00 .00 0 087960 CHRISTY CORP 567.00 1,703.50 425.53 .00 .00 .00 0 051186 CHRYSLER CORP .00 .00 .00 .00 .00 220.00 0 053375 CHRYSLER CORP 110.00 .00 .00 137.50 .00 .00 0 088803 CHRYSLER CORP .00 824.40 970.47 .00 184.73 607.88 0 064343 CHUBB NATIONAL FOAM 3,559.84 .00 .00 .00 .00 .00 0 085701 CHUBB NATIONAL FOAM 82.50 55.00 .00 .00 .00 .00 0 087006 CHUSEI USA INC 100.00 340.00- .00 .00 .00 .00 0 006549 CIBA GEIGY CORPORATION 6,510.36 .00 .00 55.00 .00 .00 0 008095 CIBA GEIGY CORPORATION 285.00 .00 .00 .00 .00 .00 0 012952 CIBA GEIGY CORPORATION 69,138.48 .00 .00 .00 .00 .00 0 014711 CIBA GEIGY CORPORATION .00 .00 .00 .00 .00 577.50- 0 016560 CIBA GEIGY CORPORATION 141,022.10 2,898.70 1,187.00 62.95 .00 .00 0 019324 CIBA GEIGY CORPORATION 135.00 .00 .00 .00 .00 .00 0 021705 CIBA GEIGY CORPORATION 1,495.50- .00 .00 .00 850.00 137.50 0 021725 CIBA GEIGY CORPORATION 265.00 .00 .00 .00 .00 .00 0 024191 CIBA GEIGY CORPORATION 32,636.40 1,000.00 .00 .00 100.00 200.00 0 032240 CIBA GEIGY CORPORATION 3,848.00 .00 .00 .00 .00 .00 0 066773 CIBA GEIGY CORPORATION 1,810.00 .00 .00 .00 .00 302.00 0 075083 CIBA GEIGY CORPORATION 1,857.10 .00 .00 .00 1,807.10- .00 0 078953 CIBA GEIGY CORPORATION 8,869.60 .00 .00 .00 .00 .00 0 078659 CIBA GEIGY CORPORATION 3,125.00 .00 .00 .00 .00 .00 0 088799 CIBA GEIGY CORPORATION 12,933.80 .00 .00 .00 .00 .00 0 089199 CIBA GEIGY CORPORATION .00 364.50- .00 .00 .00 .00 0 073887 CIBA-GEIGY SA MEXICANA SA 125.00 .00 .00 .00 .00 .00 0 012324 CIBRO PETROLEUM PRODUCTS 1,650.00 .00 .00 .00 .00 .00 0 007616 CITGO PETROLEUM CORP .00 .00 .00 .00 .00 131.22 0 090219 CITGO PETROLEUM CORP 211.56 .00 .00 .00 .00 .00 0 007793 CITY OF AKRON .00 .00 .00 .00 .00 55.00 0 007684 CITY OF NIAGRA FALLS .00 .00 .00 .00 .00 27.50 0 051676 CITY OF TULSA .00 .00 .00 137.50 .00 .00 0 022127 CITY OF WICHITA 27.50 .00 .00 .00 .00 .00 0 023943 CL INDUSTRIES INC .00 .00 .00 .00 .00 220.00 0 016910 CLAIROL INC 110.00 .00 .00 .00 .00 106.50 0 027083 CLARK FILTER 65.00 .00 .00 .00 .00 .00 0 008468 CLAUSSEN COMPANY .00 .00 .00 .00 82.50 82.50 0 078190 CLAYTON CORPORATION 82.50 .00 .00 .00 .00 .00 0 077149 CLEAN HARBORS INC 1,000.00 .00 .00 .00 .00 .00 0 012610 CLOROX COMPANY 2,253.60 .00 .00 .00 .00 .00 0 024856 CLOUD CORPORATION 65.00 .00 .00 .00 .00 .00 0 050888 CLOUGH CHEMICAL 10,656.60 .00 .00 .00 .00 .00 0 027341 CMX INC .00 .00 .00 .00 .00 3633.34 0 004829 COASTAL EAGLE POINT OIL 137.50 .00 .00 .00 .00 1,299.00
RCP017 A G E D A C C O U N T S R E C E I V A B L E AS OF 4/30/93 CO CUST NAME 0 - 90 91 - 120 121 - 150 151 - 180 181 - 210 OVER 0 075773 COASTAL ENGINERRED PROD 450.00 .00 .00 .00 .00 82.50 0 007233 COASTAL OIL NEW YORK INC 2,800.00 .00 .00 .00 .00 .00 0 007487 COASTAL REFINING & MARKET 80.00 .00 .00 .00 .00 .00 0 012501 COCA COLA BOTTLING CO 110.00 .00 .00 .00 .00 .00 0 064269 COCA COLA BOTTLING CO .00 .00 110.00 .00 .00 110.00 0 070788 COCA COLA BOTTLING CO 27.50 .00 .00 .00 .00 .00 0 001828 COCA COLA USA 1,227.50 302.50 632.50 .00 .00 1,690.00 0 084947 COCA COLA USA 976.35 .00 .00 .00 .00 .00 0 086866 COCHEM .00 .00 .00 .00 .00 55.00 0 065614 COLDMATIC REFREGERATION .00 .00 .00 .00 .00 82.50 0 008915 COLE CHEMICALS & DIST 405.78 259.62 .00 .00 .00 .00 0 055392 COLFAX INC .00 .00 .00 .00 .00 604.50 0 017810 COLGATE PALMOLIVE COMPANY 1,429.00 68.75 .00 .00 .00 343.75 0 063709 COLGATE PALMOLIVE COMPANY .00 .00 .00 .00 .00 172.50 0 017647 COLONIAL OIL INDUSTRIES .00 .00 .00 .00 .00 27.50 0 076467 COLONIAL PIPELINE 013245 4,965.66 .00 .00 .00 .00 .00 0 064151 COLORCON 538.54 .00 .00 .00 .00 .00 0 001084 COLORITE PLASTICS .00 .00 .00 .00 .00 6,800.00 0 090161 COLUMBIA FOREST PRODUCTS 302.50 .00 .00 .00 .00 .00 0 018540 COLUMBUS MC KINNON CO 2,208.73 .00 .00 .00 .00 .00 0 003319 COMMANDING OFFICER .00 275.00 .00 .00 220.00 2,159.50 0 000522 COMMERCIAL PRODUCTS .00 .00 .00 .00 .00 440.00 0 076707 COMMONWEALTH OIL CORP .00 1,100.00 .00 .00 .00 .00 0 061877 COMPAC CORP 18,000.00 .00 .00 .00 .00 .00 0 066021 COMPONENTES MECANICAS 112,443.59 .00 1,050.30 26,885.60 .00 5,046.20- 0 006266 COMPRESSIN POLYMERS 4,164.00 .00 .00 .00 .00 .00 0 004180 CONCORD CHEMICAL COMPANY 55.00 .00 .00 .00 .00 .00 0 081832 CONE MILLS CORPORATION 275.00 .00 .00 .00 .00 .00 0 063457 CONICA CORP 45.00 .00 .00 .00 .00 2,452.50 0 002354 CONOCO IN 2,746.50 .00 .00 .00 .00 .00 0 006918 CONOCO IN 2,417.60 .00 .00 .00 .00 .00 0 056721 CONOCO IN 26,471.44 .00 .00 .00 .00 .00 0 087226 CONOCO IN 1,277.80 .00 .00 .00 .00 .00 0 077099 CONQUEST CHEMICALS & DIST 562.50 .00 .00 .00 .00 .00 0 086518 CONRAIL CORPORATION .00 .00 .00 .00 .00 980.85 0 059357 CONSOLIDATED ALUMINUM 348.84 .00 .00 .00 .00 .00 0 080077 CONSOLIDATED COAL COMPANY 880.34 .00 .00 .00 .00 .00 0 009590 CONSOLIDATED PAPER INC .00 .00 .00 .00 90.00- .00 0 017661 CONSOLIDATED RAIL CORP 2,497.00 .00 .00 .00 .00 .00 0 087835 CONSOLIDATED RAIL CORP 4,489.50 .00 .00 .00 .00 3,448.00 0 088780 CONSOLIDATED RAIL CORP .00 .00 3,721.25 2,876.25 3,120.00 .00 0 080682 CONTAINER CARE 513.75 .00 .00 .00 .00 .00 0 019580 CONTAINER CORP OF AMERICA 27.50 .00 .00 .00 .00 .00 0 056926 CONTAINER CORP OF AMERICA 192.50 .00 .00 .00 .00 75.00 0 061348 CONTAINER CORP OF AMERICA .00 612.00 .00 .00 .00 .00 0 068766 CONTAINER CORP OF AMERICA 4,315.40 .00 .00 .00 .00 .00 0 027704 CONTINENTAL CAN COMPANY .00 55.00 .00 .00 .00 .00 0 001583 CONTINENTAL INDUSTRY CH .00 .00 137.50- .00 .00 .00 0 086296 CONTINENTAL TRAFFIC SVC I 192.00 .00 .00 .00 .00 .00 0 084445 CONVENIENCE KING INC .00 .00 .00 .00 .00 315.00 0 084908 CONWAY INTERMODAL .00 .00 .00 .00 .00 383.50
RCP017 A G E D A C C O U N T S R E C E I V A B L E AS OF 4/30/93 CO CUST NAME 0 - 90 91 - 120 121 - 150 151 - 180 181 - 210 OVER 0 019350 CONWELL OIL CORPORATION 4,715.25 .00 .00 .00 .00 .00 0 028621 COOK COMPOSITES & POLYMER 8,923.10 110.00 .00 .00 .00 1,010.80 0 081570 COOK COMPOSITES & POLYMER 82.50 .00 .00 .00 .00 .00 0 090053 COOK FAMILY FOODS 27.50 .00 .00 .00 .00 .00 0 023247 COOKSON PIGMENTS INC 447.66 27.50 .00 .00 .00 265.00 0 083700 COOKSON PIGMENTS INC 1,548.92 .00 .00 .00 .00 .00 0 000287 COOLEY INC .00 .00 .00 .00 .00 55.00 0 090104 COON INDUSTRIES 1,117.00 .00 .00 .00 .00 .00 0 082195 COOPER OIL TOOL CO .00 .00 .00 .00 .00 82.50 0 086380 COOPER POWER 927.58 .00 .00 .00 .00 .00 0 077730 COOPER POWER SYSTEMS 12,306.14 27.50- .00 .00 .00 .00 0 088884 COOPER POWER SYSTEMS .00 .00 3,253.60 .00 .00 .00 0 019550 COOPERS CREEK CHEM CORP 2,015.00 .00 .00 .00 .00 .00 0 020180 COPOLYMER RUBBER 7 chem 7,324.15 .00 .00 .00 .00 .00 0 019660 CORNING GLASS COMPANY 30,774.04 .00 .00 .00 .00 .00 0 077840 CORNWALL CHEMICALS LTD 256.80 .00 .00 .00 32.10 2,439.60 0 077165 CORRECTIONAL ENTERPRISES 137.50 .00 .00 .00 .00 .00 0 088671 CORRIGATED CONTAINER CO 7,517.05 .00 .00 .00 .00 .00 0 007658 CORWOOD LABS INC .00 27.50 .00 61.50 .00 .00 0 005084 COSCO INCORPORATED 1,169.00 .00 .00 .00 .00 .00 0 084801 COUNTRYMARK CO-OP .00 .00 .00 .00 .00 45.00 0 024209 COUNTY LINE QUARRY 990.94 .00 .00 .00 .00 .00 0 083232 COURTAULDS AEROSPACE 1,000.00 .00 .00 .00 .00 .00 0 086543 COURTAULDS AEROSPACE 15,233.42 .00 .00 .00 .00 .00 0 081030 COURTNEY INDUSTRIES CORP 16,001.00 484.10- 808.60 97.50- .00 2,245.69- 0 089928 COVENANT COAL 45.00 .00 .00 .00 .00 .00 0 021801 CRANE & COMPANY 6,411.15 .00 .00 .00 .00 .00 0 058793 CRESCENT INKS INC .00 .00 .00 .00 .00 200.00 0 015095 CRODA INC 25,561.65 .00 .00 .00 .00 .00 0 025515 CROMPTON & KNOWLES CORP 65.65 .00 .00 .00 .00 402.50 0 083585 CROMPTON & KNOWLES CORP 1,067.50 .00 .00 .00 .00 .00 0 003121 CROSS OIL & REFINING CO 1,086.90 .00 .00 .00 .00 .00 0 084456 CROSSFIELD CHEMICAL CO .00 .00 .00 .00 .00 150.00 0 005819 CRYSTAL TISSUE 3,566.22 .00 884.13 396.37 .00 .00 0 075159 CSSI .00 .00 .00 .00 .00 1,732.80 0 055606 CUMBERLAND FARMS 275.00 .00 .00 .00 .00 .00 0 080424 CUSTOCHEN 1,086.25 .00 .00 1,056.25 .00 .00 0 083446 CUSTOM CHEMICAL 519.78 .00 .00 .00 .00 .00 0 005710 CUSTOM INTERCHEM INC. .00 552.91 .00 .00 .00 .00 0 050889 CUSTOM PAPERS GROUP 150.50 .00 .00 .00 .00 .00 0 020960 CYANAMID OF CANADA 22,492.42 .00 454.75 1,107.75 1,516.60 417.25 0 064733 CYANAMID OF CANADA 6,560.61 .00 .00 .00 .00 .00 0 078444 CYANAMID OF CANADA 8,838.20 4,643.80 .00 .00 .00 .00 0 079499 CYANAMID OF CANADA .00 .00 .00 465.45 .00 .00 0 028644 CYCLOPS CORPORATION 82.50 .00 .00 .00 .00 .00 0 020615 CYRO CANADA INC 357.50 .00 .00 .00 .00 .00 0 013957 CYRO INDUSTRIES 48.00 .00 .00 .00 .00 .00 0 051009 CYRO INDUSTRIES 12,220.50 210.70 .00 .00 .00 .00 0 083233 D K ENTERPRISES .00 .00 .00 .00 .00 1,330.00 0 082898 DAIR FARM PRODUCTS .00 .00 .00 .00 .00 200.00 0 016909 DANA CORPORATIONS 110.00 .00 .00 .00 .00 .00
RCP017 A G E D A C C O U N T S R E C E I V A B L E AS OF 4/30/93 CO CUST NAME 0 - 90 91 - 120 121 - 150 151 - 180 181 - 210 OVER 0 021193 DANA TRANSPORT 4,500.00 .00 .00 .00 .00 .00 0 021130 DANIEL INTERNATIONAL 220.00 .00 .00 .00 .00 .00 0 003546 DAUBERT CHEMICAL COMPANY 2,512.95 .00 .00 .00 .00 .00 0 007617 DAVID MICHAEL & CO INC .00 .00 .00 .00 677.50 .00 0 089123 DAVIDSON INTERIOR TRIM/TE 27.50 110.00 .00 .00 .00 .00 0 068296 DAVIDSON INTERIOR/TEXTRO .00 .00 .00 .00 .00 220.00 0 021300 DAVIDSON RUBBER COMPANY .00 .00 .00 .00 .00 125.50 0 026355 DAVIDSON RUBBER COMPANY 192.50 .00 .00 .00 .00 75.00- 0 008333 DAVOLIN PAINT .00 .00 .00 .00 .00 137.50 0 052104 DAY-GLO COLOR .00 .00 .00 .00 .00 302.50 0 078485 DE GUSSA CORP 10,121.00 .00 .00 .00 .00 1,400.00 0 089531 DE GUSSA CORP 82.50 .00 .00 .00 .00 .00 0 005111 DEFENSE ACCOUNTING OFFICE 103,514.97 5,506.00 9,532.50 8,775.00 82.50 21,911.39 0 054724 DEFT INC .00 .00 .00 .00 .00 75.00- 0 018063 DELCO ELECTRONICS CORP .00 .00 .00 .00 .00 443.00 0 090191 DELTA AIR INCORPORATED 735.00 .00 .00 .00 .00 .00 0 005675 DELTA CORRUGATED .00 .00 .00 .00 .00 55.00 0 010309 DELTA DISTRIBUTORS INC 1,923.90 .00 .00 .00 .00 .00 0 006232 DELTA INDUSTRIAL COATINGS .00 .00 27.50 .00 .00 .00 0 016361 DELTA LABORATORIES .00 .00 .00 .00 .00 45.00 0 078183 DELTA PETROLEUM PRODUCTS 943.50 .00 .00 .00 .00 .00 0 022120 DELTA SOLVENTS & CHEM CO 3,075.00 .00 .00 .00 .00 .00 0 071918 DELTECH CORP 103,948.65 .00 125.00- .00 75.50 2,396.25 0 052649 DEMENNO KERDOON .00 .00 .00 .00 .00 210.00- 0 076789 DENA CORP .00 .00 .00 .00 .00 55.00 0 079647 DENALT CHEMICALS .00 .00 .00 .00 .00 88.81 0 023743 DENCO INDUSTRIES .00 .00 .00 .00 .00 150.46 0 004722 DENNIS CHEMICAL 55.00 .00 .00 .00 .00 .00 0 026905 DEPT OF ENVIRONMENTAL .00 .00 .00 .00 82.50 55.00 0 083033 DERIVADOS 540.00 .00 .00 .00 .00 .00 0 086117 DESIGN TIME INC .00 .00 .00 .00 .00 92.00 0 026965 DETREX CHEMICAL IND 1,695.31 .00 .00 .00 .00 .00 0 090049 DEUTSCH CO 1,306.40 .00 .00 .00 .00 .00 0 005716 DEXTER CORPORATION 681.75 .00 .00 .00 .00 .00 0 070571 DEXTER CORPORATION .00 .00 .00 .00 .00 875.00 0 087436 DEXTER ELECTRONIC MATERIA 683.60 .00 .00 .00 .00 .00 0 058691 DEXTRAN PRODUCTS .00 .00 64.20- .00 .00 .00 0 077658 DIAL CORPORATION 2,925.00 .00 .00 .00 .00 .00 0 068163 DICEY MILLS INC .00 .00 .00 .00 .00 50.00 0 002224 DICKLER CHEMICAL INC .00 .00 .00 .00 .00 55.00 0 090144 DIRECTOR, DFAS INDIANAPOLI 6,742.00 .00 .00 .00 .00 .00 0 068258 DISPOSAL SYSTEMS INC .00 .00 .00 .00 120.00 835.96 0 023240 DISTILLATION PRODUCTS IND 55.00 .00 .00 .00 .00 .00 0 007627 DIVERSEY CORPORATION 412.50 412.50 385.00 137.50 165.00 137.50 0 090320 DIVERSEY CORPORATION .00 .00 .00 .00 .00 475.O0 0 085771 DIVERSEY FABRILIFE CORP 27.50 .00 .00 .00 .00 .00 0 086621 DIVERSIFIED CHEMICAL PROD .00 .00 830.00 1,620.00 1,715.00 4,045.00 0 089178 DIVERSIFIED CHEMICAL PROD 68.75 .00 .00 .00 .00 .00 0 083423 DIVEX .00 .00 .00 .00 .00 21,319.00 0 067209 DIXIANA MILL .00 .00 .00 .00 .00 45.00 0 055868 DOBER CHEMICAL CORP 27.50 .00 .00 .00 .00 .00
RCP017 A G E D A C C O U N T S R E C E I V A B L E AS OF 4/30/93 CO CUST NAME 0 - 90 91 - 120 121 - 150 151 - 180 181 - 210 OVER 0 023500 DOCK RESINS CORP 165.00 .00 .00 .00 .00 .00 0 023790 DOFASCO INC 1,598.48 128.40 .00 .00 .00 761.84 0 088599 DOMFER METALS 64.20 .00 .00 .00 .00 .00 0 004594 DOMINION COLOR COMPANY 1,324.66 .00 .00 .00 .00 .00 0 001972 DOMINION FOAM CORPORATION 2,977.50 .00 .00 .00 .00 .00 0 003430 DOMINO SUGAR CORPORATION .00 .00 .00 .00 82.50 .00 0 011953 DOMINO SUGAR CORPORATION 55.00 .00 .00 .00 2,608.48 .00 0 068503 DOMINO SUGAR CORPORATION 247.50 .00 .00 .00 82.50 1,908.00 0 081755 DOMTAR GYPSUM 55.00 .00 .00 .00 .00 .00 0 083704 DORAN TEXTILES INC 459.00 459.00- .00 .00 .00 .00 0 010365 DOUBLE EAGLE STEEL CTG CO 12,524.20 209.00 222.50 .00 .00 1,330.00 0 065478 DOUBLE ENVELOPE CO .00 .00 .00 .00 .00 55.00 0 085232 DOVE AVIATION INC 4,727.00 565.50 1,238.00 .00 .00 2,051.60 0 085233 DOVE AVIATION INC 2,191.00 .00 .00 .00 .00 .00 0 004383 DOW CHEMICAL CANADA 152.00 .00 .00 .00 .00 .00 0 023960 DOW CHEMICAL CANADA INC 134,081.06 .00 .00 .00 .00 .00 0 064061 DOW CHEMICAL CANADA INC 12,238.73 .00 .00 .00 .00 .00 0 066788 DOW CHEMICAL CANADA INC 45.00 .00 .00 .00 .00 .00 0 072210 DOW CHEMICAL CANADA INC 27.50 220.00 1,159.88 .00 .00 .00 0 086408 DOW CHEMICAL CANADA INC 90.00 .00 .00 .00 .00 .00 0 009195 DOW CHEMICAL COMPANY 720.00 .00 .00 .00 .00 .00 0 011679 DOW CHEMICAL COMPANY 60.00 .00 .00 .00 .00 1,931.52 0 011904 DOW CHEMICAL COMPANY 455.00 .00 .00 .00 .00 .00 0 023320 DOW CHEMICAL COMPANY 5,939.04 .00 .00 .00 .00 .00 0 024000 DOW CHEMICAL COMPANY 71,633.64 .00 .00 .00 .00 673.26- 0 024250 DOW CHEMICAL COMPANY 49,107.29 3,400.00 .00 .00 .00 90.00 0 024300 DOW CHEMICAL COMPANY 12,773.00 577.50 120.00 360.00 .00 156.96- 0 024470 DOW CHEMICAL COMPANY 115,175.54 .00 1,823.50 289.00- 1,761.00 3,393.52- 0 027705 DOW CHEMICAL COMPANY 8,529.38 .00 .00 .00 .00 .00 0 051018 DOW CHEMICAL COMPANY 4,125.00 1,315.00 .00 .00 .00 .00 0 065107 DOW CHEMICAL COMPANY 130.00 .00 .00 .00 .00 .00 0 069669 DOW CHEMICAL COMPANY 9,444.68 .00 45.00 1,024.24 225.00 641.90 0 079935 DOW CHEMICAL COMPANY .00 .00 .00 .00 .00 120.00- 0 083413 DOW CHEMICAL COMPANY 17,746.00 .00 .00 .00 .00 .00 0 083890 DOW CHEMICAL COMPANY 25,394.88 9,315.00 .00 .00 .00 .00 0 085838 DOW CHEMICAL COMPANY 560.00 .00 .00 .00 .00 .00 0 089563 DOW CHEMICAL COMPANY 675.00 .00 .00 .00 .00 .00 0 083615 DOW CHEMICAL COMPANY USA 1,286,481.99 1,475.66 1,100.75 1,628.38 1,960.14 507.36 0 087784 DOW CHEMICAL COMPANY USA 58,131.51 67.50 425.71 65.00 .00 .00 0 086251 DOW CORNING CORP./INTRA 550.00 .00 .00 .00 .00 .00 0 000299 DOW CORNING CORPORATION 1,523.20 .00 .00 .00 .00 .00 0 023740 DOW CORNING CORPORATION 4,390.13 .00 .00 .00 .00 .00 0 024110 DOW CORNING CORPORATION 10,955.60 .00 140.00 .00 .00 137.50 0 024490 DOW CORNING CORPORATION 27,687.12 8,712.00- .00 .00 .00 .00 0 028115 DOW CORNING CORPORATION 522.00 .00 .00 .00 .00 .00 0 056578 DOW CORNING CORPORATION 5,052.13 .00 .00 .00 .00 .00 0 081047 DOW ELANCO .00 .00 .00 .00 .00 55.00- 0 058216 DOW INTERNATIONAL/DOMESTI 6,090.00 5,594.00 .00 .00 .00 .00 0 090156 DOW NORTH AMERICA 2,075.32 .00 .00 .00 .00 .00 0 086269 DOW USA 10,096.20 1,002.50 1,275.00 .00 .00 .00 0 005873 DOW USA EASTERN DIVSION 45.00 .00 .00 .00 .00 .00
RCP017 A G E D A C C O U N T S R E C E I V A B L E AS OF 4/30/93 CO CUST NAME 0 - 90 91 - 120 121 - 150 151 - 180 181 - 210 OVER 0 083418 DOW USA LOUISIANA DIVISIO .00 .00 .00 .00 .00 140.00- 0 083607 DOW USA MICHIGAN DIVISION .00 .00 .00 .00 .00 142.60- 0 077331 DOWBRANDS INC 6,313.67 .00 58.99 .00 .00 .00 0 082283 DOWELANCO 225.00 .00 .00 .00 .00 .00 0 086164 DOWELANCO/MICHIGAN DIVISI 55,464.88 .00 .00 .00 .00 .00 0 026271 DOWELL SCHLUMBERGER INC 3,677.60 .00 .00 .00 .00 282.50 0 054303 DOWELL SCHLUMBERGER INC .00 .00 .00 .00 .00 3,535.75- 0 082930 DOWELL SCHLUMBERGER INC .00 .00 .00 .00 .00 160.00 0 083426 DOWELL SCHLUMBERGER INC .00 .00 .00 .00 .00 60.00 0 055205 DOWN RIVER 805.00 .00 .00 .00 .00 .00 0 012054 DREW CHEMICAL COMPANY 603.00 538.61 .00 .00 .00 4,390.19 0 001569 DREXEL CHEMICAL COMPANY 3,865.40 .00 .00 .00 .00 .00 0 015300 DREXEL CHEMICAL COMPANY 1,481.30 .00 334.50 .00 .00 300.00 0 064082 DRYDEN OIL COMPANY 2,081.76 .00 .00 .00 .00 140.00 0 024476 DSM CHEMICALS 790.00 .00 .00 .00 .00 .00 0 024500 DUBOIS CHEMICALS INC 55.00 .00 .00 .00 55.00 .00 0 059629 DUBROOK .00 .00 .00 .00 .00 1,096.00 0 078848 DUCK BACK PRODUCTS 3,186.25 .00 .00 .00 .00 .00 0 078852 DUCK BACK PRODUCTS 6,572.50 .00 .00 .00 .00 .00 0 087203 DUNCOR ENTERPRISES INC .00 .00 .00 .00 .00 7,294.94 0 000469 DUPONT OF CANADA LTD 271,008.06 3,432.09 3,218.30 1,525.30 555.00 8,603.98 0 012140 DUPONT OF CANADA LTD 3,672.97 .00 .00 .00 .00 .00 0 028685 DURAL PRODUCTS .00 .00 .00 .00 .00 .00 0 009281 DURON PAINT INC .00 .00 .00 .00 .00 125.00 0 080110 DUTCH CHEMICALS 27.50 .00 .00 .00 .00 .00 0 006205 DYNA TECH ADHESIVES INC 27,264.20 156.00 .00 .00 .00 .00 0 076753 DYNAGEN INC 50.00 .00 .00 .00 .00 50.00- 0 074053 E DAVIS .00 .00 .00 .00 .00 55.00 0 010753 E F HOUGHTON & COMPANY 742.50 .00 .00 570.00 272.50 4,591.14 0 061583 E F HOUGHTON & COMPANY 2,568.51 62.62 .00 .00 .00 583.68 0 005002 E I DUPONT 27.50 .00 .00 .00 .00 .00 0 007731 E I DUPONT 388.50 .00 .00 .00 .00 .00 0 008056 E I DUPONT 540.00 .00 .00 .00 .00 .00 0 012340 E I DUPONT 3,118.50 .00 .00 .00 .00 .00 0 025030 E I DUPONT 65.00 .00 .00 .00 .00 .00 0 025080 E I DUPONT 302.00 .00 .00 .00 .00 896.00 0 025240 E I DUPONT .00 .00 .00 .00 .00 3,366.00 0 055075 E I DUPONT 528,840.89 6,009.86 2,420.24 952.44 .00 5,056.66 0 055447 E I DUPONT 100.00 .00 .00 .00 .00 .00 0 056579 E I DUPONT 15,097.50 .00 .00 .00 .00 .00 0 063426 E I DUPONT 3,785.15 .00 .00 .00 .00 .00 0 066073 E I DUPONT 3,000.00 1,000.00 .00 1,000.00 2,000.00 .00 0 085286 E I DUPONT 5,886.50 .00 .00 .00 .00 .00 0 085859 E I DUPONT 28,080.00 .00 .00 .00 .00 .00 0 014493 E I DUPONT FMIS 2,169,841.83 18,210.04 6,881.45 881.30- .00 5,336.93- 0 072709 E N S R OPERATIONS 427.00 .00 715.00 854.00 427.00 .00 0 054117 E R CARPENTER COMPANY INC .00 .00 .00 .00 .00 27.50- 0 020954 EASTECH CHEMICAL INC 3,219.00 .00 .00 .00 .00 200.00 0 079581 EASTERN CONSOLIDATED UTIL .00 .00 .00 .00 .00 2,080.60 0 089287 EASTMAN CHEMICAL 220.00 .00 .00 .00 .00 .00 0 060638 EASTMAN CHEMICAL COMPANY 5,975.00 110.00 .00 .00 567.50 .00
RCP017 A G E D A C C O U N T S R E C E I V A B L E AS OF 4/30/93 CO CUST NAME 0 - 90 91 - 120 121 - 150 151 - 180 181 - 210 OVER 0 081470 EASTMAN CHEMICAL COMPAY 20,595.77 1,030.00 .00 .00 .00 .00 0 025910 EASTMAN KODAK COMPANY 29,681.45 .00 .00 .00 .00 .00 0 061182 ECCLESTONE INDUSTRIAL CHE 753.00 .00 .00 .00 .00 140.00 0 074611 ECHOLAB INC .00 .00 516.50 .00 .00 .00 0 075645 ECOLAB INC .00 .00 2,397.87 2,429.97 .00 .00 0 088059 ECOLOCHEM INC 157.56 .00 .00 .00 .00 .00 0 029875 ECONOMICS LABORATORY INC 82.50 .00 .00 .00 .00 .00 0 029885 ECONOMICS LABORATORY INC 27.50 .00 .00 .00 .00 .00 0 057079 EDDIE MERCER INC 150.00 .00 .00 .00 .00 .00 0 060540 EDWARDS HIGH VACUUM 1,285.00 .00 .00 .00 .00 .00 0 086161 EKA NOBEL INC 9,419.00 .00 .00 .00 .00 .00 0 089894 EKA NOBEL INC 4,774.00 .00 .00 .00 .00 .00 0 070153 EL PASO REFINING .00 .00 .00 .00 .00 140.00 0 000155 ELF ATOCHEM 583.00 5,094.50 .00 .00 .00 .00 0 004633 ELF ATOCHEM .00 .00 .00 .00 .00 1,400.00 0 013140 ELF ATOCHEM 577.50 .00 .00 433.75 .00 .00 0 023058 ELF ATOCHEM 4,589.31 .00 .00 .00 .00 .00 0 026312 ELF ATOCHEM 146,396.11 19,892.40 3,774.50 .00 850.40 969.00 0 051650 ELF ATOCHEM 26,459.50 82.50 .00 .00 .00 61.85 0 058913 ELF ATOCHEM 2,452.00 .00 .00 .00 .00 .00 0 062400 ELF ATOCHEM 4,916.00 .00 95.00 .00 .00 .00 0 074194 ELF ATOCHEM 44,980.70 .00 .00 1,680.90 .00 .00 0 074198 ELF ATOCHEM 1,951.34 2,195.54 1,995.00 .00 .00 .00 0 074672 ELF ATOCHEM 3,351.00 .00 1,202.00 .00 .00 1,086.50- 0 075485 ELF ATOCHEM 13,642.00 .00 .00 .00 .00 .00 0 078878 ELF ATOCHEM 33,142.00 2,911.00- .00 1,416.25 .00 464.00 0 078696 ELF ATOCHEM 1,536.40 560.30 .00 .00 .00 650.00 0 080328 ELF ATOCHEM 2,757.50 .00 .00 .00 .00 182.00 0 081660 ELF ATOCHEM 19,439.20 .00 .00 .00 .00 .00 0 082103 ELF ATOCHEM 3,003.75 .00 .00 .00 .00 .00 0 086400 ELF ATOCHEM 3,626.50 .00 .00 .00 .00 380.00 0 089036 ELF ATOCHEM 3,585.42 .00 .00 .00 .00 .00 0 089149 ELF ATOCHEM 3,438.00 1,139.90 .00 .00 .00 .00 0 081674 ELI LILLY & COMPANY INC 852.50 .00 .00 .00 .00 .00 0 008583 ELIZABETHTOWN WATER CO .00 .00 26.00 .00 .00 .00 0 005049 ELKEM METALS COMPANY 1,475.00 .00 .00 .00 .00 .00 0 090041 ELLIOTT BROTHER STEEL CO 2,302.40 .00 .00 .00 .00 .00 0 089694 EMBALLAGE ST JEAN 64.20 .00 .00 .00 .00 .00 0 089151 EMERY WORLDWIDE 45.00 .00 .00 .00 .00 .00 0 080551 EML ENTERPRISES 110.00 .00 55.00 .00 .00 27.50 0 006839 EMPAK INCORPORATED 110.00 522.50 .00 .00 .00 897.50 0 088481 EMPAK INCORPORATED .00 .00 .00 420.00 .00 .00 0 050301 EMPIRE MARBLE .00 .00 .00 .00 .00 82.50 0 062559 EMS AMERICAN GRILON 75.00 .00 .00 .00 .00 .00 0 023421 ENGELHARD CORPORATION .00 .00 25.00 75.00 .00 150.00 0 024773 ENGELHARD CORPORATION 27.50 .00 .00 .00 .00 .00 0 050874 ENSCO INC .00 .00 .00 .00 .00 2,474.00 0 087383 ENSI .00 .00 .00 .00 .00 130.00 0 073171 ENSING PRODUCTS .00 .00 385.00 .00 .00 .00 0 084737 ENSOLITE INC 110.00 .00 .00 .00 .00 .00 0 082429 ENTROPEX 659.66 .00 .00 .00 .00 .00
RCP017 A G E D A C C O U N T S R E C E I V A B L E AS OF 4/30/93 CO CUST NAME 0-90 91-120 121-150 151-180 181-210 OVER 0 087498 ENVIRODYNE CORPORATION 308.30 .00 .00 .00 .00 9,840.00 0 076869 ENVIRODYNE SYSTEMS 192.50 .00 .00 .00 .00 .00 0 088902 ENVIRONMENTAL PRODS & SER .00 3,120.00 1,560.00 .00 .00 .00 0 084884 ENVIRONMENTAL PRODUCTS & .00 .00 .00 .00 .00 3,750.00 0 089482 ENVIRONMENTAL WASTE CONTR 216.00 .00 .00 .00 .00 .00 0 089525 ERGON REFINING INC 2,162.00 .00 .00 .00 .00 .00 0 075320 ERIE COKE CORPORATION 137.50 1,402.50 .00 .00 .00 460.00 0 064693 ERVIN KAHLER IND .00 .00 .00 160.00 .00 .00 0 074828 ESSEX GROUP 165.00 .00 .00 .00 .00 .00 0 082238 ESSEX SPECIALTY COMPANY 9,211.00 .00 .00 .00 .00 .00 0 006964 ESSO CHEMICAL CANADA 119.50 .00 .00 .00 .00 .00 0 054461 ESSO CHEMICAL CANADA 9,340.11 .00 .00 .00 1,156.53 .00 0 055563 ESSO PETROLEUM CANADA 2,898.00 .00 .00 .00 2,832.50 3,037.18 0 063293 ESSO PETROLEUM CANADA 2,805.60 .00 .00 .00 .00 .00 0 015676 ESSROC MATERIALS INC .00 .00 .00 .00 .00 1,843.79 0 056330 ESSROC MATERIALS INC 12,671.21 .00 .00 .00 .00 1,747.66 0 087931 ETHICHEM CORP 82.50 .00 .00 .00 .00 .00 0 006586 ETHYL CANADA INC 5,509.90 .00 .00 .00 .00 .00 0 006291 ETHYL CORPORATION 66,718.07 658.04 .00 .00 .00 .00 0 009091 ETHYL CORPORATION 136.25 .00 .00 .00 .00 82.50 0 017157 ETHYL CORPORATION 4,673.25 117.00 .00 .00 .00 115.00 0 028470 ETHYL CORPORATION 5,348.75 .00 .00 .00 .00 .00 0 028480 ETHYL CORPORATION 37,298.85 275.00 211.00 .00 117.50 .00 0 087530 ETHYL CORPORATION 13,187.85 .00 .00 .00 .00 .00 0 088429 ETHYL CORPORATION 27.50 .00 .00 .00 .00 .00 0 026600 ETHYL PETROLEUM ADDITIVES .00 .00 .00 .00 .00 1,877.66 0 029955 ETHYL PETROLEUM ADDITIVES 14,241.75 .00 .00 .00 .00 295.00 0 067769 ETHYL PETROLEUM ADDITIVES .00 .00 .00 .00 1,870.00 .00 0 088788 ETHYL PETROLEUM ADDITIVES 14,302.84 .00 .00 .00 .00 .00 0 053449 EUCLID CHEMICAL COMPANY 860.14 .00 .00 .00 .00 .00 0 079079 EURO GULF INC .00 .00 .00 .00 .00 2,770.04 0 075435 EVANS ADHESIVES CORP 80.00 .00 .00 .00 .00 .00 0 010074 EVANS CHEMETICS 137.50 .00 .00 .00 .00 .00 0 028530 EVANS CHEMETICS 4,628.59 .00 .00 .00 .00 .00 0 011171 EVANS COOPERAGE CO INC 41.25- .00 .00 .00 .00 .00 0 016945 EVANS COOPERAGE CO INC .00 .00 .00 .00 .00 2,145.00 0 004957 EVERETT V MOSER .00 .00 .00 131.84- .00 .00 0 075527 EVERGREEN OIL CO 693.00 .00 .00 .00 42.00 .00 0 065613 EXCEL OF TENNESSEE INC 82.50 .00 .00 .00 .00 .00 0 087102 EXCEL TSD INC 19,288.32 750.00 1,725.00 1,350.00 .00 .00 0 086689 EXPERT FREIGHT INC OF GA .00 1,603.90 .00 .00 .00 164.32 0 089661 EXPRESS CONTAINER SERVICE 211.50 .00 .00 .00 .00 .00 0 001309 EXXON CHEMICAL AMERICAS 5,711.50 .00 120.00 .00 .00 120.00 0 010101 EXXON CHEMICAL AMERICAS 1,740.46 .00 .00 .00 .00 2,213.30 0 027820 EXXON CHEMICAL AMERICAS 1,084.00 .00 .00 .00 .00 .00 0 027890 EXXON CHEMICAL AMERICAS 4,267.80 .00 .00 .00 .00 2030.50- 0 027990 EXXON CHEMICAL AMERICAS 27,058.00 .00 .00 .00 .00 .00 0 057483 EXXON CHEMICAL AMERICAS 13,393.86 .00 .00 .00 .00 .00 0 075564 EXXON CHEMICAL AMERICAS .00 .00 .00 .00 .00 534.00 0 080405 EXXON CHEMICAL AMERICAS .00 .00 .00 .00 .00 220.00 0 031440 EXXON CHEMICAL COMPANY 4,780.15 .00 .00 .00 .00 165.00-
RCP017 A G E D A C C O U N T S R E C E I V A B L E AS OF 4/30/93 CO CUST NAME 0-90 91-120 121-150 151-180 181-210 OVER 0 078839 EXXON CHEMICAL COMPANY 6,469.16 404.48- .00 .00 .00 .00 0 084361 EXXON CHEMICAL COMPANY 6,000.00 .00 .00 .00 .00 .00 0 020176 EXXON CHEMICAL TRADING IN .00 .00 .00 .00 .00 52.00 0 005676 EXXON COMPANY U S A 2,574.00 .00 .00 .00 .00 .00 0 008450 EXXON COMPANY U S A 2,847.50 .00 .00 .00 .00 27.50 0 015731 EXXON COMPANY U S A 22.50 .00 .00 .00 .00 .00 0 027810 EXXON COMPANY U S A 2,243.00 .00 1,119.50 .00 .00 375.00 0 055439 EXXON COMPANY U S A 440.00 .00 .00 .00 .00 .00 0 058602 EXXON COMPANY U S A 11,643.75 .00 1,120.00 .00 .00 2,336.00 0 062083 EXXON COMPANY U S A .00 .00 .00 .00 .00 370.80 0 072963 EXXON COMPANY U S A 1,085.00 .00 .00 1,085.00 .00 .00 0 084967 EXXON COMPANY U S A 358.00 .00 .00 .00 .00 .00 0 090198 EZE MANUFACTURING N W INC 532.50 .00 .00 .00 .00 .00 0 056169 F E COOPER LUMBER 944.81 .00 .00 .00 .00 .00 0 003207 F M C ACG CORPORATION 9,621.50 .00 .00 .00 .00 .00 0 016882 F M C ACG CORPORATION 14,230.36 .00 .00 .00 .00 .00 0 013391 F M C ACG CORPORATION 27.50 .00 .00 .00 .00 .00 0 030570 F M C ACG CORPORATION 132,417.25 .00 .00 238.00 .00 .00 0 057800 F M C ACG CORPORATION 61,693.57 3,667.40 .00 .00 .00 .00 0 075431 F M C ACG CORPORATION .00 .00 .00 .00 .00 394.28- 0 084436 F M C ACG CORPORATION 13,833.90 2,310.00 .00 .00 .00 192.50- 0 005210 F M C CORPORATION .00 723.00 945.00 .00 .00 .00 0 005619 F M C CORPORATION 4,040.00 20.00 .00 .00 .00 .00 0 023007 F M C CORPORATION 6,328.00 .00 .00 .00 1,208.80 702.00- 0 030450 F M C CORPORATION 467.50 .00 .00 .00 .00 265.00 0 030540 F M C CORPORATION 9,900.00 3,450.00 .00 .00 .00 .00 0 030550 F M C CORPORATION 55.00 .00 .00 30.00 .00 .00 0 058950 F M C CORPORATION 302.50 .00 .00 .00 .00 .00 0 074661 F M C CORPORATION .00 .00 .00 .00 130.50- .00 0 079274 F M C CORPORATION 1,936.00 .00 .00 .00 .00 .00 0 079950 F M C CORPORATION .00 .00 .00 1,360.00- .00 .00 0 080136 F M C CORPORATION 2,366.50 284.00 322.00- 80.00 27.50 .00 0 082984 F M C CORPORATION 35,177.85 2,663.26 3,949.33 1,612.00 .00 1,171.00 0 008578 F M C CORPORATION / LITHI 547.00 .00 .00 .00 .00 82.50 0 008846 F M C CORPORATION / LITHI 21,676.48 .00 .00 .00 .00 320.00 0 056935 FAESY & BESTHOFF INC 2,282.00 .00 .00 .00 .00 .00 0 001533 FAR RESEARCH INC 192.50 .00 .00 .00 .00 .00 0 003501 FARLEY CHEMICAL & SOLVENT 45.00 .00 .00 .00 .00 .00 0 008142 FARMLAND INDUSTRIES 1,326.80 .00 .00 .00 .00 .00 0 052043 FARMLAND INDUSTRIES 305.00 .00 .00 .00 .00 .00 0 081409 FAVESA 220.00 .00 .00 .00 .00 .00 0 001429 FEDERAL PAPERBOARD CO .00 80.00 .00 .00 .00 .00 0 077354 FERRANTI PACKARD INC 192.50 .00 .00 .00 .00 .00 0 089109 FERRANTI PACKARD INC 4,486.42 .00 .00 .00 .00 .00 0 032035 FERRO CORPORATION 19,199.70 .00 .00 .00 .00 320.00 0 089537 FERTIZONA INC 315.00 .00 .00 .00 .00 .00 0 052886 FIBER-LITE CORP 512.00 .00 .00 .00 .00 .00 0 005595 FIEDALE CORP 450.00 .00 .00 .00 .00 .00 0 006430 FIELDALE CORPORATION 350.00 .00 .00 .00 .00 .00 0 079639 FIELDCREST CANNON INC 472.00 .00 .00 .00 .00 .00 0 090034 FIL-PAK CO 2,992.00 .00 .00 .00 .00 .00
RCP017 A G E D A C C O U N T S R E C E I V A B L E AS OF 4/30/93 CO CUST NAME 0-90 91-120 121-150 151-180 181-210 OVER 0 008339 FINA OIL & CHEMICAL CO .00 .00 688.50- .00 .00 .00 0 009009 FINA OIL & CHEMICAL CO 33,485.26 2,480.62 .00 1,260.25 .00 552.21 0 012827 FINA OIL & CHEMICAL CO 3,982.00 .00 .00 .00 75.00 .00 0 087833 FINA OIL & CHEMICAL CO 1,968.75 .00 .00 .00 .00 .00 0 029430 FINCH PRUYN CO INC .00 55.00 .00 .00 .00 .00 0 000251 FINDETT CORPORATION 1,540.00 .00 .00 .00 .00 .00 0 053835 FINDLEY ADHESIVES INC 3,678.00 .00 .00 .00 .00 .00 0 075583 FIRESTONE BLDG PRODUCTS C .00 .00 .00 .00 .00 215.00 0 054265 FIRESTONE BLDG PRODUCTS P .00 .00 .00 .00 .00 357.50 0 006112 FIRESTONE TIRE & RUBBER 110.00 .00 .00 .00 .00 .00 0 078347 FIRMENICH INC 1,746.30 .00 .00 .00 .00 .00 0 082301 FIRMENICH INC 82.50 .00 .00 .00 .00 .00 0 089868 FIRST BRANDS 10,651.53 .00 .00 .00 .00 .00 0 013671 FIRST BRANDS CORPORATION 5,482.80 .00 3,608.23 .00 .00 .00 0 076800 FIRST BRANDS CORPORATION 1,135.00 .00 .00 .00 .00 .00 0 083167 FIRST BRANDS INDUSTRIES C 2,379.60 .00 .00 .00 .00 .00 0 012230 FIRST CHEMICAL CORP 5,471.98 .00 .00 .00 .00 .00 0 012086 FISH CHEMICAL & EQUIPMENT 220.00 .00 .00 .00 .00 55.00 0 009275 FISHER GUIDE DIV OF GM .00 .00 .00 .00 .00 146.00- 0 029830 FISHER SCIENTIFIC 696.00 .00 .00 .00 .00 .00 0 071965 FIVE STAR FINISHING INC 415.00 .00 .00 .00 .00 .00 0 077923 FLEISCHMANNS YEAST 201.60 .00 .00 .00 .00 .00 0 028070 FLETCHER OIL & REFINING .00 .00 1,044.80 .00 .00 .00 0 088456 FLETCHER OIL & REFINING .00 .00 .00 862.00 .00 .00 0 000805 FLEX PRODUCTS 82.50 .00 .00 .00 .00 .00 0 077095 FLEXCON COMPANY INC 275.00 .00 .00 .00 .00 .00 0 071879 FLEXEL INC 1,225.30 .00 .00 .00 .00 .00 0 065351 FLEXI FLO TERMINAL .00 .00 .00 .00 .00 100.00 0 014380 FLEXI FLO-CON RAIL .00 .00 .00 .00 .00 451.00 0 029870 FLEXIBLE PRODUCTS CO INC 2,706.15 .00 .00 .00 .00 .00 0 084513 FLINT INK CORPORATION .00 .00 .00 874.40- .00 .00 0 088437 FLOUR A LIFE 39.00 .00 .00 .00 .00 .00 0 061231 FLUID PACKAGING CD 825.00 137.50 220.00 .00 192.50 467.50 0 008908 FOAM ENTERPRISES INC 100.00 .00 .00 .00 .00 .00 0 075173 FOAMEX CORPORATION .00 .00 275.00 .00 .00 .00 0 076986 FOAMEX CORPORATION 110.00 .00 .00 .00 .00 110.00- 0 001028 FOAMEX PRODUCTS INC 27.50 .00 .00 .00 .00 .00 0 072630 FOAMEX PRODUCTS INC .00 .00 .00 .00 .00 330.00 0 079364 FOAMEX PRODUCTS INC 27.50 .00 .00 .00 .00 .00 0 072892 FOAMSEAL INCORPORATED 1,688.55 .00 .00 .00 .00 .00 0 078438 FOAMTEK INC 45.00 .00 .00 .00 .00 .00 0 055717 FOGEL FUEL SERVICE 352.82 .00 .00 .00 .00 .00 0 068512 FOOTE MINERAL COMPANY .00 .00 .00 .00 .00 260.00 0 002776 FORD MOTOR COMPANY 82.50 .00 .00 .00 .00 .00 0 010329 FORD MOTOR COMPANY 612.00 .00 .00 .00 .00 233.84 0 013152 FORD MOTOR COMPANY .00 .00 .00 .00 .00 433.50 0 030640 FORD MOTOR COMPANY .00 .00 .00 45.00 .00 .00 0 032625 FORD MOTOR COMPANY 82.50 .00 .00 .00 .00 .00 0 051990 FORD MOTOR COMPANY 1,340.00 .00 .00 .00 .00 48.00 0 060637 FORD MOTOR COMPANY 310.00 137.50 407.50 25.00 190.00 997.50 0 067943 FORD MOTOR COMPANY 17,379.52 .00 .00 .00 .00 643.40
RCP017 A G E D A C C O U N T S R E C E I V A B L E AS OF 4/30/93 CO CUST NAME 0-90 91-120 121-150 151-180 181-210 OVER 0 068564 FORD MOTOR COMPANY 376.04 .00 .00 .00 .00 .00 0 071854 FORD MOTOR COMPANY 9,085.00 .00 .00 .00 .00 .00 0 075630 FORD MOTOR COMPANY .00 192.50 .00 .00 .00 27.50 0 078175 FORD MOTOR COMPANY 1,417.58 .00 .00 .00 .00 .00 0 079241 FORD MOTOR COMPANY .00 .00 .00 .00 434.00 1,773.50 0 084827 FORD MOTOR COMPANY 715.00 .00 .00 .00 .00 .00 0 057983 FORMOSA PLASTICS CORP 55.00 .00 .00 .00 .00 .00 0 079372 FORMOSA PLASTICS CORP 540.00 .00 .00 .00 .00 3,174.90 0 065235 FORT HOWARD PAPER COMPANY 137.50 .00 .00 .00 .00 .00 0 023699 FORT ORANGE PAPER CO INC .00 .00 .00 .00 .00 123.75 0 083344 FORTIFIBER CORP 45.00 .00 .00 .00 .00 .00 0 004476 FOX RIVER PAPER MILLS INC 834.20 .00 .00 .00 .00 .00 0 039580 FRANCIS BARNES 886.96 .00 .00 .00 .00 .00 0 004806 FRANKLIN INTERNATIONAL 10,596.10 .00 .00 .00 .00 .00 0 003963 FRANKLIN OIL COMPANY .00 .00 137.50 .00 .00 .00 0 011493 FRANKLIN PLASTICS .00 .00 110.00 .00 27.50 79.00 0 002241 FRASER PAPER CO LTD 135.00 7,872.78 .00 .00 .00 .00 0 086341 FREEDOM TEXTILE CHEM GROU 220.00 .00 .00 .00 .00 .00 0 085954 FRESH PAK .00 .00 .00 .00 .00 878.72 0 090069 FRITO LAY 82.50 .00 .00 .00 .00 .00 0 085240 FRITZ COMPANIES INC .00 .00 .00 .00 .00 322.00 0 086873 FUEL TANK MAINTENANCE 1,052.00 .00 .00 .00 .00 .00 0 077759 FUJI PHOTO FILM INC 165.00 .00 .00 .00 .00 .00 0 081021 FULCO CHEMICAL SPECIALTY 1,932.00 .00 .00 .00 .00 .00 0 065009 FULLER SALES 13,438.34 4,445.93 1,961.62 .00 .00 .00 0 090220 FUTURE FOAM INC 41.25 .00 .00 .00 .00 .00 0 060429 G A F CORPORATION .00 .00 .00 .00 .00 110.00 0 090037 G A F CORPORATION 260.00 .00 .00 .00 .00 .00 0 087075 G F I 502.00 .00 .00 .00 .00 .00 0 056706 G J CHEMICAL COMPANY 55.00 .00 .00 .00 .00 .00 0 001225 G K TECHNOLOGIES 165.00 .00 .00 .00 .00 .00 0 028240 G R FOAM PRODUCTS CORP .00 110.00 .00 .00 .00 .00 0 088922 G S ROBINS .00 .00 .00 .00 392.80 .00 0 004170 G S ROBINS & COMPANY 4,347.70 .00 84.00- .00 .00 .00 0 076922 G S ROBINS & COMPANY 267.50 .00 .00 .00 .00 .00 0 061056 G T S TRANS 712.50 .00 .00 .00 .00 .00 0 050606 G W SMITH & SONS 1,685.12 120.00 .00 .00 .00 .00 0 083375 GABRIEL CHEMICALS INC 23,925.55 .00 .00 .00 .00 395.18 0 001137 GAGE PRODUCTS COMPANY 36.00 .00 .00 .00 .00 .00 0 027801 GALLADE CHEMICAL COMPANY 238.00 .00 .00 .00 .00 .00 0 011444 GANTRADE CORPORATION .00 330.00 .00 .00 .00 .00 0 081114 GANTRADE CORPORATION 26,280.10 .00 48.00 .00 .00 .00 0 058520 GARDNER ASPHALT 1,682.79 .00 .00 .00 .00 .00 0 020809 GARRETT OIL COMPANY .00 .00 .00 .00 .00 892.34 0 004931 GARRISON FUEL COMPANY 183.00 .00 .00 .00 .00 .00 0 010274 GARY CORP .00 27.50 .00 .00 .00 .00 0 088163 GATEWAY ADDITIVES 1,485.00 .00 .00 .00 .00 .00 0 074770 GAYLORD CHEMICAL CORP 2,559.94 .00 .00 .00 .00 .00 0 058659 GAYLORD CONTAINER CORPORA .00 .00 .00 .00 .00 27.50 0 005457 GAYLORD CONTAINERS LIMITED 27.50 .00 .00 .00 .00 .00 0 083654 GE CANADA .00 .00 .00 .00 .00 110.00-
RCP017 A G E D A C C O U N T S R E C E I V A B L E AS OF 4/30/93 CO CUST NAME 0-90 91-120 121-150 151-180 181-210 OVER 0 074842 GEBHARDT-VOGEL TANNING CO .00 .00 .00 .00 .00 695.00 0 050616 GEHRING MONTGOMERY INC 781.28 .00 .00 .00 .00 .00 0 033820 GENCORP POLYMER PRODUCTS 422.10 .00 .00 .00 .00 51.27 0 082546 GENECOR 6,791.75 .00 .00 .00 .00 .00 0 016471 GENERAL CHEMICAL CORP .00 1,059.72 .00 .00 .00 .00 0 032710 GENERAL CHEMICAL CORP 7,530.25 693.50 .00 27.50 27.50 4,617.00 0 053283 GENERAL CHEMICAL CORP 185,458.98 1,564.24 2,120.66 963.00 1,222.00 1,046.11 0 053948 GENERAL CHEMICAL CORP 55.00 .00 .00 .00 .00 82.50 0 055677 GENERAL CHEMICAL CORP 2,172.00 .00 .00 .00 .00 .00 0 057006 GENERAL CHEMICAL CORP 4,176.26 .00 82.50 .00 .00 .00 0 061414 GENERAL CHEMICAL CORP 110.00 .00 .00 .00 .00 55.00 0 024573 GENERAL DYNAMICS CORP .00 .00 .00 .00 .00 1,373.50 0 082498 GENERAL ELECTRIC CANADA 5,207.50 .00 .00 540.00 .00 270.00 0 010310 GENERAL ELECTRIC COMPANY 2,185.00 .00 .00 .00 .00 .00 0 018099 GENERAL ELECTRIC COMPANY 3,608.02 .00 .00 .00 .00 .00 0 032650 GENERAL ELECTRIC COMPANY 62.50 .00 .00 .00 .00 .00 0 033200 GENERAL ELECTRIC COMPANY 74,616.48 .00 .00 .00 .00 .00 0 033220 GENERAL ELECTRIC COMPANY 880.00 27.50 .00 .00 .00 .00 0 056044 GENERAL ELECTRIC COMPANY .00 .00 .00 .00 .00 220.00- 0 061800 GENERAL ELECTRIC COMPANY 92,323.25 .00 82.50 .00 .00 .00 0 069700 GENERAL ELECTRIC COMPANY 417,669.90 10,364.66 150.00 90.00 2,752.30 5,112.32 0 081274 GENERAL ELECTRIC COMPANY 34,972.77 3,935.65 .00 .00 .00 .00 0 081275 GENERAL ELECTRIC COMPANY .00 2,470.00- 375.00- .00 .00 .00 0 081276 GENERAL ELECTRIC COMPANY 121,522.00 3,100.00 .00 20,000.00- 7,494.00- 5,952.50 0 087970 GENERAL ELECTRIC COMPANY 42,279.48 .00 .00 .00 .00 .00 0 088395 GENERAL ELECTRIC COMPANY 55.00 .00 .00 .00 .00 .00 0 088641 GENERAL ELECTRIC COMPANY 7,630.00 .00 .00 .00 .00 .00 0 010330 GENERAL ELECTRIC PLASTICS 55.00 .00 .00 60.00 120.00 .00 0 033320 GENERAL ELECTRIC PLASTICS 3,517.00 .00 .00 .00 .00 .00 0 061610 GENERAL ELECTRIC PLASTICS 11,410.50 .00 .00 .00 122.74 429.28 0 063080 GENERAL ELECTRIC PLASTICS 2,460.52 1,763.00 .00 .00 .00 .00 0 080171 GENERAL ELECTRIC PLASTICS 11,023.97 .00 440.00 .00 3,510.00 .00 0 089819 GENERAL ELECTRIC PLASTICS 60,386.50 .00 .00 .00 .00 .00 0 081072 GENERAL ELECTRIC SILICONE 173,644.50 1,995.00 2,576.00 .00 .00 .00 0 088480 GENERAL ELECTRIC SILICONE 10,946.00 .00 .00 .00 .00 .00 0 080606 GENERAL FIBER & FABRIC .00 .00 .00 .00 .00 1,829.07 0 003211 GENERAL FOAM CORPORATION 192.50 123.75 .00 .00 .00 .00 0 014240 GENERAL FOAM CORPORATION 55.00 .00 .00 .00 .00 .00 0 072532 GENERAL FORWARDING 3,400.00 .00 .00 .00 .00 .00 0 010945 GENERAL LATEX & CHEMICAL 2,690.00 .00 .00 .00 .00 .00 0 033500 GENERAL LATEX & CHEMICAL 270.00 .00 .00 .00 .00 .00 0 089088 GENERAL LATEX AND CHEMICA 27.50 .00 .00 .00 .00 .00 0 088028 GENERAL MOTORS 3,000.00 .00 .00 .00 .00 .00 0 002931 GENERAL MOTORS CORP .00 .00 .00 .00 .00 23.00- 0 003229 GENERAL MOTORS CORP .00 .00 601.80- .00 .00 23.00 0 005053 GENERAL MOTORS CORP .00 .00 .00 .00 .00 65.00- 0 006342 GENERAL MOTORS CORP .00 247.50 .00 .00 .00 .00 0 007573 GENERAL MOTORS CORP .00 .00 .00 .00 .00 27.50 0 008582 GENERAL MOTORS CORP 510.00 .00 .00 .00 .00 .00 0 009505 GENERAL MOTORS CORP 605.00 220.00 .00 .00 .00 82.50 0 028039 GENERAL MOTORS CORP 7,177.25 .00 .00 .00 .00 .00
RCP017 A G E D A C C O U N T S R E C E I V A B L E AS OF 4/30/93 CO CUST NAME 0-90 91-120 121-150 151-180 181-210 OVER 0 037530 GENERAL MOTORS CORP 50.00 .00 .00 .00 .00 .00 0 041130 GENERAL MOTORS CORP 4,819.00 106.00 .00 117.00 117.00 94.50 0 057252 GENERAL MOTORS CORP .00 .00 .00 .00 .00 250.00 0 067186 GENERAL MOTORS CORP 2,006.00 .00 .00 .00 .00 702.00 0 072449 GENERAL MOTORS CORP 8,039.00 .00 .00 .00 .00 .00 0 076848 GENERAL MOTORS CORP 1,375.00 220.00 247.50 605.00 137.50 2,323.75 0 076888 GENERAL MOTORS CORP .00 40.00 .00 .00 .00 912.50 0 079271 GENERAL MOTORS CORP .00 .00 .00 .00 .00 82.50- 0 085751 GENERAL MOTORS CORP 400.00 75.00 50.00 25.00 .00 .00 0 086710 GENERAL MOTORS CORP 3,610.80 1,203.60 1,226.60 413.00 413.00 .00 0 089363 GENERAL MOTORS CORP 14,707.50 .00 .00 .00 .00 .00 0 058065 GENERAL MOTORS CORP/FISHE 398.75 .00 .00 .00 .00 .00 0 022944 GENERAL SPICE 2,260.47 .00 .00 .00 .00 .00 0 064492 GENERAL TIRE .00 .00 .00 .00 .00 75.00 0 008233 GENERAL TIRE & RUBBER CO 529.50 .00 .00 .00 .00 .00 0 037430 GENERAL TIRE & RUBBER CO .00 .00 .00 .00 .00 55.00- 0 087869 GENESCO INC 137.50 .00 .00 .00 .00 .00 0 028588 GENLABS .00 .00 .00 .00 .00 161.00 0 070914 GENOVESE INDUSTRIES .00 .00 .00 .00 .00 200.00 0 080448 GEOBASE FOUNDATION SYSTEM .00 .00 .00 260.00 .00 .00 0 034020 GEORGE A GOULSTON CO 10,964.95 220.00 27.50 .00 .00 233.75 0 025323 GEORGE S COYNE 1,127.50 .00 .00 .00 .00 .00 0 026624 GEORGIA GULF CORP 280.00 .00 .00 .00 .00 .00 0 033950 GEORGIA GULF CORP 149.00 .00 .00 .00 .00 .00 0 006032 GEORGIA PACIFIC CORP 6,708.95 .00 .00 .00 .00 .00 0 007064 GEORGIA PACIFIC CORP 392.00 .00 .00 .00 .00 .00 0 007509 GEORGIA PACIFIC CORP 10,152.50 75.00 .00 27.50 .00 106.50- 0 014619 GEORGIA PACIFIC CORP 55.00 .00 .00 .00 55.00 .00 0 027395 GEORGIA PACIFIC CORP 27.50 .00 .00 .00 .00 .00 0 034140 GEORGIA PACIFIC CORP 60.00 .00 .00 .00 .00 120.00 0 034220 GEORGIA PACIFIC CORP 7,437.25 .00 .00 .00 .00 700.50 0 053728 GEORGIA PACIFIC CORP 957.00 .00 945.00 .00 .00 .00 0 080192 GEORGIA PACIFIC CORP 137.50 .00 .00 .00 .00 .00 0 081052 GEORGIA PACIFIC CORP 3,256.40 .00 .00 .00 .00 .00 0 082346 GEORGIA PACIFIC CORP 82.50 .00 .00 .00 .00 .00 0 082960 GEORGIA PACIFIC CORP 22.00 46.00 .00 21.00 21.00 42.00 0 089466 GEORGIA PACIFIC CORP 50.00 .00 .00 .00 .00 .00 0 089866 GEORGIA PACIFIC CORP 535.96 .00 .00 .00 .00 .00 0 087898 GEORGIA POWER 577.00 .00 .00 .00 .00 .00 0 090172 GEORGIA POWER CO 685.50 .00 .00 .00 .00 .00 0 034090 GEORGIA POWER COMPANY 500.00 .00 .00 .00 .00 .00 0 034100 GEORGIA POWER COMPANY 1,291.36 .00 .00 .00 .00 .00 0 034110 GEORGIA POWER COMPANY 3,642.17 .00 .00 .00 .00 .00 0 090137 GERAGHTY & MILLER 2,356.72 .00 .00 .00 .00 .00 0 054968 GIANT REFINING COMPANY .00 .00 .00 .00 .00 228.00 0 087906 GIBBS DYE CASTING .00 .00 .00 27.50 .00 .00 0 010595 GIBRALTAR CHEMICAL RESOUR 7,806.25 1,360.00 560.00 360.00 630.00 1,645.00 0 016420 GIBSON & HOMANS .00 .00 .00 .00 .00 550.00 0 084734 GILARDI ENVIRONMENTAL .00 .00 .00 .00 .00 4,420.00 0 034130 GILLETTE COMPANY 82.50 .00 .00 .00 55.00 220.00 0 034260 GIVAUDAN CORPORATION 52.52 .00 .00 .00 26.00 .00
RCP017 A G E D A C C O U N T S R E C E I V A B L E AS OF 4/30/93 CO CUST NAME 0-90 91-120 121-150 151-180 181-210 OVER 0 004968 GLASTIC CORPORATION 1,721.00 .00 .00 .00 .00 .00 0 056962 GLASTIC CORPORATION 5,732.60 .00 .00 .00 .00 .00 0 087297 GLAXO .00 .00 .00 .00 .00 1,410.40 0 004457 GLIDDEN COMPANY 387.50 .00 .00 .00 .00 .00 0 008860 GLIDDEN COMPANY 1,487.00 .00 .00 .00 .00 .00 0 034440 GLIDDEN COMPANY 6,976.50 .00 112.75 .00 .00 .00 0 034450 GLIDDEN COMPANY 3,264.34 .00 .00 .00 55.00 55.00- 0 034870 GLIDDEN COMPANY 1,649.25 .00 .00 .00 .00 150.00 0 080236 GLIDDEN COMPANY .00 4,181.35 .00 .00 .00 .00 0 024911 GLOBAL PLASTICS CORP .00 .00 .00 .00 .00 27.50 0 057063 GLOBE MANUFACTURING CO .00 .00 .00 .00 .00 52.00 0 072518 GLOBE VEDAG 4,866.36 .00 609.90 160.50 .00 .00 0 001663 GLOUCESTER COMPANY .00 .00 .00 .00 82.50 55.00 0 079821 GNB BATTERIES INC .00 .00 .00 .00 .00 165.00 0 004692 GOLD BOND BLDG PRODUCTS 3,498.35 .00 .00 .00 .00 2,626.62 0 062238 GOLD BOND BLDG PRODUCTS .00 .00 .00 .00 .00 168.00 0 083678 GOLD BOND BLDG PRODUCTS .00 265.00 265.00 60.00 .00 175.00 0 084389 GOLD BOND BLDG PRODUCTS .00 .00 .00 .00 .00 144.00 0 085934 GOLD BOND BUILDING PRODUC 82.50 .00 .00 .00 .00 .00 0 085263 GOLD KIST INC .00 .00 .00 .00 .00 250.00 0 020412 GOLDSCHMIDT CHEMICAL 2,011.03 .00 .00 .00 .00 .00 0 068338 GOODYEAR CANADA INC 82.50 .00 .00 .00 .00 55.00- 0 072872 GOODYEAR CANADA INC 55.00 .00 .00 .00 .00 156.00 0 000472 GOODYEAR TIRE & RUBBER CO 1,659.36 1,258.28- .00 577.50 1,400.60- .00 0 002843 GOODYEAR TIRE & RUBBER CO 82.50 55.00 .00 .00 .00 412.50 0 021599 GOODYEAR TIRE & RUBBER CO .00 .00 1,636.00 75.00 50.00 74.82 0 035160 GOODYEAR TIRE & RUBBER CO 3,586.80 .00 .00 622.40 50.00 992.40- 0 035200 GOODYEAR TIRE & RUBBER CO 24,160.98 373.07 .00 1,021.84 .00 487.50 0 035440 GOODYEAR TIRE & RUBBER CO 2,891.16 .00 .00 .00 .00 .00 0 035630 GOODYEAR TIRE & RUBBER CO 1,650.59 .00 .00 .00 .00 971.89 0 036540 GOODYEAR TIRE & RUBBER CO 483.00 .00 .00 .00 .00 .00 0 069543 GOODYEAR TIRE & RUBBER CO 9,523.60 .00 1,360.25 .00 .00 .00 0 009716 GODMAN BROTHERS .00 .00 .00 .00 .00 472.00 0 065600 GOULD INC 27.50 .00 .00 .00 .00 .00 0 012306 GPM GAS CORPORATION .00 .00 .00 .00 .00 192.00 0 064050 GPM GAS CORPORATION 1,350.00 .00 .00 .00 .00 .00 0 088129 GRAHAM INSULATION 224.70 .00 .00 .00 .00 .00 0 077712 GRAHAM PRODUCTS LTD .00 .00 .00 .00 .00 1,475.50 0 075018 GRANITE CITY WASTE WATER .00 .00 80.00 .00 .00 170.00 0 010272 GRANT CHEMICAL COMPANY 55.00 .00 .00 .00 .00 .00 0 035450 GRANT CHEMICAL COMPANY 476.00 .00 .00 .00 130.00 .00 0 011118 GREAT DANE INCORPORATED 55.00 .00 .00 .00 .00 .00 0 054276 GREAT DANE INCORPORATED 55.00 .00 .00 27.50 .00 .00 0 026414 GREAT LAKES CHEMICAL 27.50 .00 .00 .00 .00 .00 0 064471 GREAT LAKES CHEMICAL CO 4,371.90 2,486.85 .00 .00 .00 .00 0 073897 GREAT LAKES CHEMICAL CORP 4,383.78 .00 .00 .00 .00 .00 0 011980 GREAT WESTERN CARPET CO 27.50 .00 .00 .00 .00 45.00 0 002276 GREAT WESTERN CHEMICAL CO 749.00 27.50 .00 .00 .00 .00 0 056625 GREAT WESTERN CHEMICAL CO 636.59 .00 .00 .00 .00 .00 0 059581 GREAT WESTERN CHEMICAL CO .00 .00 .00 .00 334.10 .00 0 015129 GREENWALD INDUSTRIAL PROD .00 .00 .00 .00 .00 80.00
RCP017 A G E D A C C O U N T S R E C E I V A B L E AS OF 4/30/93 CO CUST NAME 0-90 91-120 121-150 151-180 181-210 OVER 0 090000 GREGORY RYAN INC 27.50 .00 .00 .00 .00 .00 0 088605 GRINNELL CORPORATION 1,100.88 .00 .00 .00 .00 .00 0 058094 GROW GROUP INC 412.50 .00 .00 .00 .00 .00 0 069079 GROW GROUP INC 192.50 .00 .00 .00 .00 .00 0 003946 GUARDSMAN PRODUCTS INC 1,721.09 .00 .00 .00 .00 225.00 0 074521 GUARDSMAN PRODUCTS INC 1,877.00 150.00 .00 .00 150.00 1,732.50 0 064216 GUELPH PRODUCTS 5,492.30 .00 .00 .00 .00 .00 0 085573 GULF COAST SPECIALTY PROD .00 .00 .00 .00 .00 185.00 0 052908 GULF OIL-CUMBERLAND FARM .00 .00 .00 .00 .00 90.10 0 080524 GULF OIL-CUMBERLAND FARM 1,051.00 .00 .00 .00 .00 .00 0 001796 H B FULLER COMPANY 1,839.50 .00 .00 .00 .00 .00 0 013512 H B FULLER COMPANY 925.00 2,416.75 .00 .00 .00 .00 0 016003 H B FULLER COMPANY .00 .00 .00 .00 .00 192.50 0 036265 H B FULLER COMPANY 20,314.35 2,915.00 .00 .00 .00 1,450.00- 0 052149 H B FULLER COMPANY .00 .00 .00 .00 .00 200.00 0 058093 H B FULLER COMPANY 556.00 .00 .00 .00 .00 .00 0 076926 H B FULLER COMPANY 791.00 .00 .00 .00 .00 .00 0 083223 H B FULLER COMPANY 2,766.00 .00 .00 .00 .00 .00 0 058762 H C HYDROCARBONS INC 40.00 .00 .00 .00 .00 .00 0 086736 H C I GEORGIA INC 18,026.56 .00 .00 .00 .00 .00 0 080833 H H & K BURG OIL 1,067.11 .00 .00 .00 .00 .00 0 010797 H HELLER COMPANY .00 .00 .00 .00 .00 679.50 0 086274 H HELLER COMPANY .00 .00 .00 .00 .00 6,223.45 0 063168 H L BLACHFORD INC 82.50 .00 .00 .00 .00 .00 0 036250 H R SIMON & COMPANY .00 27.50 .00 .00 .00 .00 0 089495 HAARMAN AND REIMER, S.A. 6,066.00 .00 .00 .00 .00 .00 0 052370 HAARMANN & REIMER CORP .00 .00 .00 .00 .00 55.00 0 066498 HAARMANN & REIMER CORP 4,118.00 .00 .00 .00 .00 .00 0 089603 HAARMANN & REIMER CORP 467.50 .00 .00 .00 .00 .00 0 067121 HACKENSACK WATER COMPANY 70,947.60 .00 .00 .00 .00 .00 0 039590 HALL CHEMICAL COMPANY .00 .00 .00 .00 225.00 .00 0 025325 HALLIBURTON IND SERVICES .00 .00 .00 .00 55.00 50.00 0 080454 HALLTOWN PAPERBOARD CO IN 1,225.00 .00 .00 .00 .00 .00 0 003813 HALTERMANN INCORPORATED 27.50 .00 .00 .00 .00 .00 0 075622 HAMILTON STANDARD .00 .00 .00 .00 .00 26.00 0 036880 HAMPDEN-MATHIEU CORP 341.38 .00 .00 .00 .00 2,053.15 0 011724 HAMPSHIRE CHEMICAL 412.50 .00 .00 .00 .00 .00 0 022440 HAMPSHIRE CHEMICAL CORP 6,114.00 .00 .00 .00 .00 .00 0 089585 HAMPSHIRE CHEMICAL CORP 2,175.00 .00 .00 .00 .00 .00 0 004084 HANGSTERFERS LABS INC 412.50 330.00 110.00 165.00 .00 .00 0 075900 HANLIN CHEMICALS .00 .00 .00 .00 .00 65,458.42 0 078328 HANLIN CHEMICALS .00 .00 .00 .00 .00 10,386.90 0 083049 HANLIN CHEMICALS .00 .00 .00 .00 .00 13,095.74 0 059100 HAPAG-LLOYD CONTAINER LIN 2,560.00 .00 .00 .00 .00 7,933.01 0 067915 HAPAG-LLOYD CONTAINER LIN 32,794.51 .00 .00 .00 .00 .00 0 071570 HAPAG-LLOYD CONTAINER LIN 9,976.84 .00 .00 .00 .00 .00 0 085958 HAPAG-LLOYD CONTAINER LIN .00 .00 .00 .00 .00 2,180.00 0 071756 HARBINGER .00 318.00 .00 .00 .00 .00 0 073648 HARBISON WALKER REF CO 484.00 .00 .00 .00 .00 .00 0 000109 HARCROS CHEMICAL INC 9,421.75 .00 .00 .00 .00 146.00 0 065681 HARCROS CHEMICAL INC .00 .00 .00 .00 .00 1,014.73-
RCP017 A G E D A C C O U N T S R E C E I V A B L E AS OF 4/30/93 CO CUST NAME 0-90 91-120 121-150 151-180 181-210 OVER 0 076317 HARCROS CHEMICAL INC 1,433.50 .00 .00 .00 .00 .00 0 076981 HARCROS CHEMICAL INC .00 .00 .00 .00 .00 137.50 0 082190 HARCROS CHEMICAL INC 110.00 .00 .00 .00 .00 758.35 0 082450 HARCROS CHEMICAL INC 670.80 .00 .00 .00 .00 294.00 0 087637 HARCROS PIGMENTS INC 3,989.60 .00 .00 .00 .00 .00 0 088634 HARCROSS CHEMICALS INC 1,795.20 .00 .00 .00 .00 .00 0 079369 HARCROSS PIGMENTS INC 82.50 .00 .00 .00 .00 .00 0 082499 HARDWICK CHEMICAL CO 27.50 .00 .00 .00 .00 .00 0 009162 HARRIS CORPORATION 5,140.44 .00 .00 .00 .00 .00 0 059242 HARRISON RADIATOR 82.50 .00 .00 .00 .00 .00 0 037860 HARWICK CHEMICAL CO 3,887.00 .00 .00 .00 .00 .00 0 006772 HATCO CHEMICAL CORP 27.50 .00 .00 .00 .00 .00 0 086647 HAYES DANA 55.00 .00 .00 .00 .00 .00 0 005264 HAYWOOD COMPANY 1,728.00 .00 .00 .00 .00 .00 0 088470 HCI CHEMTECH DIST INC 110.00 .00 .00 .00 .00 .00 0 005727 HEDWIN CORPORATION 1,794.00 .00 .00 .00 .00 633.00 0 038180 HEICO INC 953.58 .00 .00 .00 .00 .00 0 000827 HELENA CHEMICAL COMPANY 82.50 .00 .00 .00 .00 .00 0 012928 HELENE CURTIS INDUSTRIES 3,806.00 .00 .00 .00 .00 1,873.00 0 062503 HELENE CURTIS INDUSTRIES 220.00 .00 .00 .00 .00 .00 0 021646 HEMLOCK SEMICONDUCTOR 515.00 2,491.00 .00 .00 .00 .00 0 005156 HEMPT BROTHERS 1,142.73 .00 .00 .00 .00 .00 0 007001 HEMPT BROTHERS 293.53 .00 .00 .00 .00 .00 0 085763 HENDRICK MILES .00 .00 .00 .00 82.50 .00 0 083660 HENKEL ADHESIVES 137.50 .00 .00 .00 .00 .00 0 062762 HENKEL ADHESIVES CORPORAT 2,448.81 .00 .00 .00 .00 80.00 0 078534 HENKEL CANADA LTD 2,244.42 .00 .00 .00 .00 .00 0 078538 HENKEL CANADA LTD 85.60 .00 .00 .00 .00 .00 0 002654 HENKEL CORP 270.50 .00 .00 .00 .00 .00 0 006983 HENKEL CORP 979.90 .00 .00 .00 .00 .00 0 014019 HENKEL CORP 2,259.00 .00 .00 .00 41.25 334.25 0 022580 HENKEL CORP 29,610.52 .00 235.00 137.50 27.50 6,287.83 0 022620 HENKEL CORP 330.00 275.00 82.50 27.50 .00 27.50 0 027443 HENKEL CORP .00 .00 .00 .00 .00 55.00 0 027450 HENKEL CORP 3,050.00 .00 .00 .00 75.00 610.82 0 050176 HENKEL CORP 1,559.00 759.00 .00 .00 200.00 .00 0 058024 HENKEL CORP 108,841.34 .00 508.75 1,827.75 .00 3,812.40- 0 064033 HENKEL CORP 3,025.50 .00 .00 .00 55.00 .00 0 065224 HENKEL CORP 27.50 .00 .00 .00 .00 .00 0 074736 HENKEL CORP 4,006.60 .00 .00 .00 .00 .00 0 077370 HENKEL CORP 55.00 .00 .00 .00 .00 98.00- 0 083300 HENKEL CORP 9,479.25 .00 .00 .00 .00 .00 0 084175 HENKEL CORP 55.00 .00 .00 .00 .00 .00 0 004725 HENKEL CORPORATION 3,153.60 .00 .00 .00 .00 .00 0 025605 HERCULES CANADA INC .00 .00 .00 .00 .00 80.00 0 038530 HERCULES CANADA INC 6,253.96 .00 .00 .00 .00 .00 0 014696 HERCULES FIBERS 1,028.00 .00 .00 .00 .00 .00 0 007224 HERCULES INCORPORATED 2,268.50 .00 .00 .00 .00 .00 0 016884 HERCULES INCORPORATED 8,353.50 .00 .00 .00 .00 .00 0 022328 HERCULES INCORPORATED 1,876.50 .00 .00 .00 .00 .00 0 037605 HERCULES INCORPORATED 3,741.50 .00 .00 .00 .00 .00
RCP017 A G E D A C C O U N T S R E C E I V A B L E AS OF 4/30/93 CO CUST NAME 0-90 91-120 121-150 151-180 181-210 OVER 0 038360 HERCULES INCORPORATED 7,656.50 .00 .00 .00 .00 .00 0 038400 HERCULES INCORPORATED 3,309.00 .00 .00 .00 .00 .00 0 038460 HERCULES INCORPORATED 2,386.00 1,700.00 .00 .00 23.00 325.50 0 038480 HERCULES INCORPORATED 29,467.95 637.50 .00 .00 .00 552.47 0 038490 HERCULES INCORPORATED .00 .00 .00 .00 .00 4,551.68- 0 038510 HERCULES INCORPORATED 13,865.00 .00 .00 .00 .00 .00 0 038550 HERCULES INCORPORATED 542.50 942.50 110.00 .00 .00 232.50 0 038560 HERCULES INCORPORATED 8,453.00 .00 .00 .00 .00 .00 0 083198 HERCULES INCORPORATED 19,748.00 .00 .00 .00 .00 .00 0 083313 HERCULES INCORPORATED .00 519.80 .00 200.00- .00 .00 0 089468 HERCULES INCORPORATED 62,276.37 .00 .00 .00 .00 .00 0 075633 HERITAGE ENVIRONMENTAL SE .00 .00 .00 .00 25.00 375.00 0 008991 HESS & CLARK INCORPORATED 625.00 .00 .00 .00 .00 .00 0 079931 HEXACOMB CORPORATON 733.55 .00 .00 .00 .00 .00 0 001229 HICKORY SPRINGS MFG CO 110.00 .00 .00 .00 .00 .00 0 077311 HICKSON DANCHEM CORPORATI 1,886.50 .00 .00 .00 .00 .00 0 080330 HIGH POINT CHEMICAL CORP 2,527.05 .00 .00 .00 .00 .00 0 028122 HILL BROTHERS CHEMICAL .00 1,365.00 .00 .00 1,365.00 .00 0 053267 HILTON DAVIS COMPANY 1,042.50 .00 .00 25.00 .00 .00 0 009466 HIMONT USA INC .00 .00 .00 .00 150.00 .00 0 072193 HIMONT USA INC 1,155.00 .00 .00 .00 .00 .00 0 088981 HOECHST CELANESE CHEMICAL 4,488.05 .00 .00 .00 .00 .00 0 001841 HOECHST CELANESE CORP 605.00 164.50 .00 .00 .00 199.80- 0 002480 HOECHST CELANESE CORP 4,229.25 .00 .00 .00 .00 27.50 0 003569 HOECHST CELANESE CORP 1,854.00 .00 .00 .00 .00 166.00 0 004587 HOECHST CELANESE CORP 247.50 .00 .00 .00 .00 .00 0 005563 HOECHST CELANESE CORP 17,516.77 220.00 .00 520.00 .00 82.50 0 006663 HOECHST CELANESE CORP 36,476.68 .00 2,924.60 1,901.00 .00 110.10 0 006742 HOECHST CELANESE CORP 565.00 50.00 .00 .00 .00 884.62 0 009360 HOECHST CELANESE CORP .00 240.00 .00 .00 .00 113.00 0 010438 HOECHST CELANESE CORP 27.50 .00 .00 .00 .00 .00 0 014790 HOECHST CELANESE CORP 110.00 5,165.00 .00 27.50 .00 55.00 0 014850 HOECHST CELANESE CORP 10,920.50 755.00 .00 505.00 .00 588.45 0 015010 HOECHST CELANESE CORP 3,325.50 .00 .00 .00 .00 .00 0 059650 HOECHST CELANESE CORP .00 .00 .00 .00 .00 69.00- 0 060556 HOECHST CELANESE CORP 1,260.00 .00 .00 .00 .00 .00 0 061750 HOECHST CELANESE CORP 1,097.00 .00 .00 .00 .00 .00 0 072471 HOECHST CELANESE CORP 402.50 .00 .00 .00 .00 .00 0 077732 HOECHST CELANESE CORP .00 .00 .00 .00 .00 1,446.94 0 083204 HOECHST CELANESE CORP .00 .00 .00 .00 .00 375.00 0 085890 HOECHST CELANESE CORP .00 27.50 .00 .00 .00 .00 0 060966 HOECHST CELANESE CORP. .00 .00 2,582.40 .00 .00 .00 0 038335 HOFFMAN LA ROCHE INC 472.50 .00 .00 .00 .00 .00 0 039050 HOFFMAN LA ROCHE INC 11,563.32 .00 .00 175.00 .00 .00 0 082105 HOFMANN WATER TREATING CO 1,635.31 .00 .00 .00 .00 .00 0 051640 HOLLAND COMPANY INC .00 .00 208.00 26.00 .00 4,767.38 0 009600 HOLLINGSWORTH & VOSE CO 880.55 .00 .00 .00 .00 .00 0 038375 HOLLINGSWORTH & VOSE CO 1,143.00 .00 .00 .00 .00 .00 0 039880 HOLLINGSWORTH & VOSE CO 1,930.36 .00 .00 .00 .00 .00 0 001724 HOLTRA CHEMICAL INC 16,368.00 .00 .00 .00 .00 .00 0 050736 HOLTRA CHEMICAL INC 2,750.50 637.86 .00 .00 .00 .00
RCP017 AGED ACCOUNTS RECEIVABLE OF 4/30/93 CO CUST NAME 0 - 90 91 - 120 121 - 150 151 - 180 181 - 210 OVER 0 087882 HOLTRACHEM .00 .00 .00 300.00 .00 .00 0 006144 HOOVER UNIVERSAL INC .00 .00 .00 .00 .00 82.50 0 062420 HOPEWELL REGIONAL FACILIT .00 110.00 55.00 .00 .00 .00 0 083307 HORIZON INDUSTRIES INC 2,862.00 .00 .00 .00 .00 .00 0 081144 HORSEHEAD RESOURCE DEVELO 5,201.18 .00 .00 .00 .00 .00 0 088413 HOUSMEX INC 8,194.00 .00 .00 4,277.00 .00 .00 0 081778 HOWELL CHEMICAL CO 260.00 .00 .00 .00 .00 130.00 0 017750 HOYER USA INCORPORATED 31,624.60 368.00 .00 79.00 .00 786.50 0 078703 HOYER USA INCORPARETED .00 .00 .00 .00 .00 805.50 0 000973 HULS AMERICA 17,562.61 137.50- .00 .00 .00 4,692.69 0 010179 HULS AMERICA 165.00 .00 .00 .00 .00 .00 0 017690 HULS AMERICA 504.00 .00 .00 .00 .00 .00 0 087536 HULS AMERICA 4,014.40 .00 .00 .00 .00 .00 0 087609 HULS AMERICA 6,697.50 .00 3,225.00 .00 3,225.00 3,225.00 0 083772 HULS AMERICA /C/O BDP INT' .00 .00 455.00 .00 .00 1,129.30 0 065882 HULS CANADA INC 412.50 .00 .00 .00 .00 4,850.22 0 039415 HUMKO PRODUCTS .00 .00 .00 .00 .00 90.00 0 087427 HUMPHREY CHEMICAL COMPANY 4,316.10 .00 130.00 .00 .00 .00 0 088672 HUMPHREY CHEMICAL COMPANY 2,900.00 .00 2,900.00 .00 .00 .00 0 089826 HUNT PRODUCTS 55.00 .00 .00 .00 .00 .00 0 000952 HUNTSMAN CHEMICAL 672.00 .00 .00 .00 .00 .00 0 019370 HUNTSMAN CHEMICAL 275.00 .00 522.50 275.00 825.00 .00 0 052858 HUNTSMAN CHEMICAL 22,334.00 9,670.50 1,525.00 .00 .00 263.00 0 089978 HUNTSMAN CHEMICAL CORP 6,984.00 .00 .00 .00 .00 .00 0 088107 HUNTSMAN FILM PRODUCTS CO 0.00 .00 .00 .00 27.50 .00 0 073894 HYCHEM INC 0.00 265.00 .00 .00 .00 .00 0 004168 HYDRITE CHEMICAL COMPANY 2,249.41 .00 .00 .00 .00 .00 0 087300 HYDRITE CHEMICALS 549.05 .00 .00 .00 .00 558.00 0 087295 HYDRO SERVICES 0.00 .00 .00 .00 .00 2,115.75 0 006376 I P I 1,481.34 .00 .00 .00 .00 .00 0 033175 I S P CHEMICALS INC 2,806.35 .00 .00 .00 .00 .00 0 007714 IBM CORP 104.00 130.00 .00 104.00 .00 104.00 0 054043 IBM CORP 136.00 .00 .00 .00 .00 .00 0 005600 ICI AMERICAS INC 33,243.82 .00 598.50 150.00 4,346.00 61.69 0 039355 ICI AMERICAS INC 0.00 .00 .00 .00 .00 50.00 0 039365 ICI AMERICAS INC 0.00 .00 .00 .00 40.00 .00 0 040400 ICI AMERICAS INC 658.50 184.00 .00 .00 .00 379.50- 0 066083 ICI AMERICAS INC 0.00 .00 .00 .00 .00 137.50 0 089361 ICI AMERICAS INC 5,477.00 .00 .00 .00 .00 .00 0 089627 ICI AMERICAS INC 3,017.87 .00 .00 .00 .00 .00 0 090076 ICI AMERICAS INC 2,760.00 .00 .00 .00 .00 .00 0 065866 ICI AMERICAS INC/AGRI PRO 165.00 .00 .00 880.00 .00 118.50 0 002558 ICI CANADA INC 3,902.96 .00 .00 .00 .00 225.00 0 010089 ICI CANADA INC 64.20 .00 .00 .00 .00 .00 0 052259 ICI EXPLOSIVES 433.00 433.00 .00 .00 .00 .00 0 002667 ICI NITROGEN PRODUCTS 29,954.39 .00 378.00 571.84 .00 .00 0 060122 ICI SPECIALTY INKS 2,380.00 .00 .00 .00 .00 .00 0 081208 ICS CHEMICAL 0.00 .00 .00 1,177.50 .00 .00 0 089793 ICS CHEMICAL 3,316.75 .00 .00 .00 .00 .00 0 040380 IDEAL CHEM & SUPPLY 21,908.78 .00 .00 .00 .00 .00 0 040255 IFF 31,130.20 1,690.00 655.00 .00 .00 823.75
RCP017 AGED ACCOUNTS RECEIVABLE OF 4/30/93 CO CUST NAME 0 - 90 91 - 120 121 - 150 151 - 180 181 - 210 OVER 0 040275 IFF 260.00 .00 .00 .00 .00 .00 0 087010 IFF DE MEXICO 1,158.00 .00 .00 .00 .00 .00 0 087013 IGI PETROLEUM SPECIALTIES .00 .00 .00 165.00 .00 236.00- 0 000747 IGLOO PRODUCTS CORP 247.50 27.50 110.00 .00 .00 .00 0 026154 IMEX FORWARDING AGENCY 280.00 .00 .00 .00 .00 .00 0 072651 IMPACT PLASTIC INC 8,794.91 .00 .00 .00 .00 .00 0 056265 IMPERIAL OIL LIMITED 82.50 .00 .00 .00 .00 .00 0 045600 IMPERIAL WALLPAPER CO 2,189.44 .00 .00 .00 .00 .00 0 005446 IMPERIAL WEST CHEMICAL CO 58,382.21 .00 5,298.12 2,400.34 356.00 .00 0 075760 INCEPTOR INC 27.50 .00 .00 .00 .00 .00 0 027881 INCO ALLOYS INTERNATIONAL 490.50 .00 .00 .00 .00 .00 0 072098 INCO ALLOYS INTERNATIONAL 348.00 .00 .00 .00 .00 .00 0 041640 INCO LTD 6,814.97 .00 .00 .00 .00 .00 0 023118 INDCO INC 1,440.00 .00 .00 .00 .00 .00 0 007253 INDEPENDENT CEMENT CORP 740.06 862.12 200.00 264.63 80.00 1,795.55 0 008674 INDEPENDENT CEMENT CORP .00 .00 .00 .00 .00 133.43- 0 088705 INDOLEX 53.50 .00 .00 .00 .00 .00 0 005168 INDOPCO INC 110.00 .00 .00 .00 .00 .00 0 050287 INDUSTRIAL ADHESIVES .00 .00 .00 45.00 .00 .00 0 064289 INDUSTRIAL CHEM-TEX 2,186.04 .00 .00 .00 .00 .00 0 054680 INDUSTRIAL CHEMICALS 27.50 .00 .00 .00 .00 .00 0 089756 INDUSTRIAL CHEMICALS 416.24 .00 .00 .00 .00 .00 0 071713 INDUSTRIAL GENERAL CORP 5,217.84 .00 .00 .00 .00 .00 0 077400 INDUSTRIAL SOLVENTS CORP .00 .00 .00 .00 .00 2,379.42 0 061372 INDUSTRIAS ASTROL 900.00 .00 .00 .00 .00 .00 0 080421 INDUSTRIAS RESISTOL S A .00 .00 .00 .00 .00 1,950.00 0 076325 INGRAM BARGE 480.00 .00 .00 .00 .00 .00 0 090068 INLAND FISHER GUIDE RIMIR 2,499.00 .00 .00 .00 .00 .00 0 059990 INLAND ORANGE INC .00 .00 .00 .00 .00 600.00 0 033920 INLAND ROME INC 2,895.59 .00 .00 .00 .00 .00 0 043960 INOLEX CORPORATION 21,161.88 .00 .00 .00 .00 209.00 0 041390 INSTA FOAM 192.50 .00 .00 .00 .00 235.00 0 066915 INSULATING MATERIALS INC 2,249.50 .00 .00 .00 .00 141.52 0 069819 INTAC AUTOMOTIVE PRDT INC 1,676.00 .00 .00 .00 .00 .00 0 056570 INTER PACK CORP 573.00 .00 .00 .00 .00 .00 0 076879 INTERAMERICA FORWARDING 980.00 .00 .00 .00 .00 .00 0 085243 INTERCONTINENTAL FWG 2,470.00 .00 .00 .00 .00 .00 0 089542 INTERCORP MEXICO S A DE C 2,458.00 .00 .00 .00 .00 .00 0 076719 INTERCORP MEXICO S A DE C 3,752.00 .00 .00 .00 .00 .00 0 074110 INTERFLOW USA 11,165.97 .00 .00 .00 .00 3,461.22 0 022312 INTERLUBE CORPORATION .00 .00 .00 .00 .00 2,133.51 0 064466 INTERNATIONAL CONTAINER 16,450.18 13,581.30 5,532.53 1,665.00 .00 13,479.48 0 082379 INTERNATIONAL CONTAINER 1,736.23 .00 .00 .00 .00 .00 0 000205 INTERNATIONAL PAPER CO 735.17 .00 .00 .00 .00 .00 0 001483 INTERNATIONAL PAPER CO 15,084.00 210.00 402.50 75.00 .00 .00 0 010193 INTERNATIONAL PAPER CO .00 .00 .00 .00 229.10 111.65 0 027231 INTERNATIONAL PAPER CO 1,835.00 .00 .00 .00 .00 .00 0 040575 INTERNATIONAL PAPER CO .00 .00 .00 .00 .00 777.00 0 041120 INTERNATIONAL PAPER CO 7,959.75 .00 100.00 .00 192.50 .00 0 041610 INTERNATIONAL PAPER CO .00 .00 .00 27.50 .00 63.50 0 053229 INTERNATIONAL PAPER CO .00 3,771.00 .00 .00 .00 .00
RCP017 AGED ACCOUNTS RECEIVABLE OF 4/30/93 CO CUST NAME 0 - 90 91 - 120 121 - 150 151 - 180 181 - 210 OVER 0 084292 INTERNATIONAL PAPER CO 509.00 .00 .00 .00 .00 85.50 0 089827 INTERNATIONAL PAPER CO 1,164.00 .00 .00 .00 .00 .00 0 008161 INTERNATIONAL PERMALITE 617.80 .00 .00 .00 298.40 1,369.21 0 086418 INTERNATIONAL RESOURCES I .00 .00 .00 .00 .00 635.18 0 052479 INTERPLAST UNIVERSAL IND 137.50 .00 .00 .00 .00 .00 0 001057 INTERPLASTICS CORPORATION .00 .00 .00 .00 395.00 .00 0 058104 INTERPOLYMER CORP 24,038.50 .00 .00 .00 .00 720.00- 0 072655 INTERPROVINCIAL COOPERATI 160.00 .00 .00 .00 .00 .00 0 007323 INTERSOL IND CORP .00 2,250.01 .00 .00 .00 .00 0 004841 INTERSTATE CHEMICAL CO .00 .00 .00 .00 .00 230.00 0 074498 INTERSTATE CHEMICAL CO 91.75 .00 .00 .00 .00 .00 0 041810 INTERSTATE CONTAINER CO .00 .00 .00 .00 .00 110.00 0 081678 INTERSTATE RACING FUEL .00 .00 .00 .00 .00 137.50 0 082904 INTROSUL INC .00 .00 .00 .00 .00 125.00 0 089011 INX INTERNATIONAL INK CO 1,155.32 .00 .00 .00 .00 .00 0 087327 IONPURE TECHNOLOGIES CORP .00 .00 .00 .00 .00 45.00- 0 050837 ISOCYANATE PRODUCTS INC .00 90.00 .00 .00 .00 601.80 0 084353 ITT TEVES AMERICA 945.01 .00 .00 .00 .00 .00 0 089142 ITTC 27,831.42 .00 .00 .00 .00 .00 0 089058 ITW DEVCON 82.50 247.50 .00 .00 .00 .00 0 072359 IVAX INDUSTRIES 522.50 .00 .00 .00 .00 82.50 0 053831 IVEX CORPORATION 1,036.00 .00 .00 .00 .00 .00 0 074969 IZUMI CORPORATION 26,908.92 .00 .00 3,863.68 .00 8,071.37 0 042240 J & L SPECIALTY PRODUCTS 82.50 151.25 .00 .00 .00 .00 0 007342 J B EURELL COMPANY .00 .00 .00 .00 .00 920.00 0 006949 J L PRESCOTT COMPANY 488.00 .00 .00 .00 .00 .00 0 086356 J M HUBER CORPORATION 22,000.00 .00 .00 .00 .00 .00 0 051309 J R SIMPLOT COMPANY 358.91 .00 .00 .00 .00 .00 0 088024 J STERLING SERVICE CO .00 .00 .00 .00 550.00 .00 0 062498 J T BAKER CHEMICAL CO .00 .00 1,108.69 363.72 .00 1,522.75- 0 006300 J T BAKER INC 35,685.25 4,876.57 .00 .00 .00 82.50- 0 090241 JACKSON CHEMICAL 1,690.31 .00 .00 .00 .00 .00 0 078804 JACKSON IND UNIFORM SERVI 48.00 .00 .00 .00 .00 .00 0 004439 JAMES RIVER CORPORATION 8,341.81 .00 .00 .00 .00 .00 0 063383 JAMES RIVER CORPORATION .00 1,345.00 .00 27.50 .00 .00 0 069250 JAMES RIVER CORPORATION 655.00 .00 .00 .00 .00 .00 0 090099 JAMES RIVER CORPORATION 1,006.80 .00 .00 .00 .00 .00 0 059215 JAMESTOWN PLYWOOD .00 .00 .00 .00 .00 110.00 0 003407 JEEP CORPORATION 27.50 .00 .00 .00 .00 .00 0 009674 JET PLASTICA .00 .00 .00 .00 .00 110.00 0 000209 JETCO CHEMICAL INC 40.00 .00 .00 .00 .00 .00 0 023550 JOHN C DOLPH 82.50 192.50 165.00 217.00- .00 .00 0 064698 JOHN DEERE & COMPANY 2,642.50 .00 .00 .00 .00 .00 0 038640 JOHN R HESS & SONS INC 1,448.50 .00 .00 .00 .00 .00 0 086235 JOHNSON & JOHNSON 18,212.70 .00 .00 .00 .00 14,667.20- 0 087308 JOHNSON & JOHNSON 5,778.00 6,000.00 .00 .00 9,000.00- 6,032.50- 0 084251 JOHNSON & JOHNSON INC 2,876.10 .00 .00 .00 .00 .00 0 060952 JOHNSON CONTROLS INC 27.50 .00 .00 137.50 .00 82.50 0 077024 JOHNSON CONTROLS INC 27.50 .00 .00 .00 .00 .00 0 082710 JOHNSON CONTROLS INC .00 .00 .00 137.50 .00 .00 0 039530 JOHNSON CONTROLS LTD .00 .00 .00 .00 .00 135.00
RCP017 AGED ACCOUNTS RECEIVABLE OF 4/30/93 CO CUST NAME 0 - 90 91 - 120 121 - 150 151 - 180 181 - 210 OVER 0 082015 JOHNSON MERCHANTILE CO .00 .00 .00 .00 .00 150.00 0 042340 JONES CHEMICAL COMPANY 539.80 100.00 50.00 100.00 .00 250.00 0 065974 JONES CHEMICAL COMPANY .00 .00 .00 .00 407.40 1,222.44 0 052161 JONES HAMILTON 13,476.90 .00 .00 .00 .00 .00 0 056287 JONES PLASTIC & ENGINEERI 2,021.10 .00 .00 .00 .00 1,100.00 0 061039 JUAN B CARRANZA 140.00 .00 .00 .00 .00 .00 0 089600 JUAN DURAN FWG 900.00 .00 .00 .00 .00 .00 0 055140 K & D INDUSTRIAL CLEANERS 983.50 .00 .00 .00 .00 .00 0 088345 K & S INDUSTRIES LTD 1,634.00 .00 .00 .00 .00 .00 0 010348 K CHEMICAL CORPORATION 1,920.00- .00 .00 .00 .00 .00 0 067280 K J QUINN & COMPANY .00 82.50 .00 .00 .00 165.00 0 052250 KAISER ALUMINUM & CHEM 4,196.92 .00 .00 .00 .00 .00 0 079493 KAISER ALUMINUM & CHEM 5,040.00 .00 .00 .00 .00 .00 0 013462 KALAMA CHEMICAL INC .00 .00 45.00- .00 .00 .00 0 080324 KALAMA INTERNATIONAL 737.50 .00 .00 .00 .00 .00 0 079107 KANEMATSU-GOSHO USA INC 3,109.00 .00 .00 .00 .00 .00 0 089365 KARLSHAMNS USA INC 131.80 .00 .00 .00 .00 .00 0 081105 KELMAR 82.50 .00 .00 .00 .00 .00 0 056091 KEMIRA INC 2,970.86 .00 .00 .00 .00 .00 0 005241 KEMIRA INCORPORATED 1,982.30 .00 .00 .00 .00 .00 0 066401 KEMTEC, INC .00 .00 .00 .00 .00 36,406.78 0 059104 KENSINGTON CORPORATION 1,053.58 .00 .00 728.84 844.00 10,173.95 0 064942 KENSINGTON CORPORATION .00 .00 .00 .00 104.00 .00 0 015446 KERR MC GEE CHEMICAL CORP 2,720.00 .00 .00 .00 .00 .00 0 001036 KIMBERLY CLARK CORP .00 .00 .00 .00 .00 192.50 0 042695 KIMBERLY CLARK CORP 120.00 .00 .00 .00 .00 .00 0 043320 KIMBERLY CLARK CORP 177.61 .00 .00 .00 .00 .00 0 076895 KIMBERLY CLARK CORP 115.00 .00 .00 .00 .00 .00 0 089348 KIMBERLY CLARK CORP 5,108.63 .00 .00 .00 .00 .00 0 063833 KIMBERLY-CLARK CORP 27.50 .00 .00 .00 .00 .00 0 060688 KING FINISHING 909.30 .00 .00 .00 .00 .00 0 084232 KINGS LABORATORY INC .00 .00 .00 .00 .00 110.00 0 051494 KIWI BRANDS INC 1,391.50 .00 .00 .00 .00 .00 0 083229 KLAMATH DOORS 1,548.60 .00 .00 .00 .00 .00 0 043450 KLEEN BRITE LABORATORIES 11,266.50 .00 .00 .00 .00 .00 0 006118 KMCO INCORPORATED 100.00 .00 .00 .00 .00 .00 0 086891 KOCH MATERIALS CO 3,811.68 .00 .00 .00 .00 .00 0 078465 KOCH MATERIALS COMPANY .00 .00 .00 .00 .00 1,645.70- 0 078993 KOCH MATERIALS COMPANY 1,105.00 .00 .00 .00 .00 .00 0 002714 KOCH SERVICE INC 192.50 .00 .00 .00 .00 .00 0 057843 KOCH SULFUR PRODUCTS .00 .00 .00 .00 .00 511.74 0 057980 KOHLER COMPANY 55.00 .00 .00 .00 .00 .00 0 083780 KOKOKU STEEL CORP 55.00 .00 .00 .00 .00 .00 0 008997 KOLMAR LABORATORIES INC 26.26 .00 .00 .00 .00 .00 0 009649 KOPPERS INDUSTRIES INC 55.00 .00 .00 .00 .00 .00 0 044440 KOPPERS INDUSTRIES INC 183,898.40 8,906.90 4,917.00 615.00 484.00 2,408.00 0 077479 KOPPERS INDUSTRIES INC .00 .00 .00 .00 2,058.20 .00 0 086667 KOPPERS INDUSTRIES INC 92,333.70 6,210.60 959.90 3,774.13 1,699.20 3,811.20 0 082602 KOST GROUP .00 .00 .00 .00 .00 50.00 0 005311 KRACO ENTERPRISES INC .00 .00 .00 .00 82.50 220.00 0 084427 KRAFT GENERAL FOODS .00 82.50 .00 .00 .00 .00
RCP017 AGED ACCOUNTS RECEIVABLE OF 4/30/93 CO CUST NAME 0 - 90 91 - 120 121 - 150 151 - 180 181 - 210 OVER 0 025139 KRAFT INC DAIRY GROUP .00 55.00 275.00 .00 55.00 .00 0 044650 KRAMER CHEMICAL 3,923.00 .00 .00 160.00 130.00 2,993.06 0 083829 KRONOS .00 577.50 .00 52.50 .00 .00 0 023462 KRONOS CANADA INC 12,222.49 .00 .00 .00 .00 262.16 0 088282 KRONOS, INC. 2,772.60 .00 .00 .00 .00 .00 0 086952 KROPP FORGE DIVISION 2,072.00 518.00 488.00 1,040.00 .00 .00 0 082808 KY TN CLAY COMPANY .00 .00 .00 .00 .00 110.00 0 076980 KYSOR NEEDHAM .00 .00 40.00 .00 60.00 .00 0 089936 KYZEN CORPORATION 1,075.77 .00 .00 .00 .00 .00 0 013446 L & F PRODUCTS 27.50 .00 .00 .00 .00 .00 0 071090 L B RUSSELL CHEMICAL CO 1,713.00 .00 .00 .00 .00 .00 0 064659 L C I LAY-CEE INC 7,034.00 .00 .00 .00 .00 .00 0 023715 L C I LIMITED 8,947.50 .00 .00 .00 .00 .00 0 014640 L C P CHEMICALS .00 .00 .00 .00 .00 27,320.93 0 016698 L C P CHEMICALS .00 .00 .00 .00 .00 480.65 0 064936 L C P CHEMICALS .00 .00 .00 .00 .00 3,610.20 0 083052 L C P CHEMICALS 4,725.43 879.50 1,827.01 886.96 2,778.08 14,768.38 0 083055 L C P CHEMICALS .00 .00 .00 .00 .00 1,044.00 0 084350 L M R 11,545.00 .00 .00 .00 .00 .00 0 089208 LA FARGE CORORATION 36.26- .00 .00 .00 .00 .00 0 010803 LA ROCHE INDUSTRIES 3,810.20 .00 .00 .00 .00 .00 0 085270 LA ROCHE INDUSTRIES 495.59 .00 .00 .00 .00 .00 0 010201 LABBCO INCORPORATED 1,426.31 .00 .00 .00 .00 .00 0 078214 LACLEDE STEEL 233.60 .00 .00 .00 .00 .00 0 087200 LACLEDE STEEL 12,637.75 .00 .00 .00 .00 .00 0 085931 LACLEDE STEEL CO 1,983.75 .00 .00 .00 .00 .00 0 066615 LAID LAW ENVIRONMENTAL .00 .00 .00 .00 .00 535.20 0 071453 LAID LAW ENVIRONMENTAL .00 .00 .00 .00 .00 149.63 0 078334 LAID LAW ENVIRONMENTAL 1,558.50 .00 .00 .00 .00 .00 0 081697 LAIDLAW ENVIRONMENTAL SER 288.75 .00 .00 .00 .00 .00 0 055328 LAKE RIVER TERMINAL 275.00 .00 .00 .00 .00 .00 0 089945 LALLMAND INC 294.25 .00 .00 .00 .00 .00 0 057642 LAMSTEEL CORP .00 .00 .00 .00 .00 1,492.00 0 075460 LAND-LINK TRAFFIC SERVICE 3,391.50 1,822.50 662.50 .00 .00 .00 0 088801 LARRY E TYREE CO INC 3,255.00 .00 .00 .00 .00 .00 0 089599 LARSON INTERMODAL 60.00 .00 .00 .00 .00 .00 0 061990 LAS VIRGENES WATER DIST .00 .00 .00 104.00 104.00 208.00 0 003621 LATICRETE INTERNATIONAL 405.00 .00 .00 .00 .00 .00 0 089497 LAUGHLIN TOWING 1,269.00 .00 .00 .00 .00 .00 0 079998 LAVO LTEE .00 .00 .00 .00 257.50 .00 0 005397 LAWRENCE MC FADDEN 746.94 .00 .00 .00 .00 .00 0 079240 LE CHEM .00 .00 .00 .00 40.00 .00 0 054773 LE JO ENTERPRISES .00 .00 .00 .00 569.98 .00 0 004703 LEA LUMBER & PLYWOOD 55.00 .00 .00 .00 .00 .00 0 009166 LEAR SIEGLER INC 286.00 442.00 712.00 .00 .00 .00 0 076694 LEDERLE LABORATORIES 367.64 .00 .00 .00 .00 .00 0 075384 LEHIGH MARBLE .00 .00 .00 .00 .00 165.00 0 005741 LEHIGH PORTLAND CEMENT 27.50 .00 .00 .00 .00 .00 0 011029 LEN RON MFG COMPANY 1,231.50 .00 .00 .00 .00 48.00 0 053502 LENAPE CHEMICALS INC 14,807.90 287.00 1,235.44 .00 35.00 1,810.00 0 065847 LES TRANSPORTS PROVOST 260.00 .00 .00 .00 .00 .00
RCP017 AGED ACCOUNTS RECEIVABLE OF 4/30/93 CO CUST NAME 0 - 90 91 - 120 121 - 150 151 - 180 181 - 210 OVER 0 000615 LESCHACO INCORPORATED 5,807.00 455.93 .00 326.00 651.71 11,433.17 0 024869 LESCHACO INCORPORATED .00 .00 .00 .00 .00 287.50 0 028412 LESCHACO INCORPORATED .00 .00 .00 .00 .00 506.00- 0 074319 LESCHACO INCORPORATED .00 332.00 .00 .00 .00 .00 0 089508 LETSOS COMPAMNY 40.00 .00 .00 .00 .00 .00 0 008147 LEVER BROTHERS COMPANY 9,820.53 .00 .00 .00 .00 343.90 0 044095 LEVER BROTHERS COMPANY .00 .00 .00 .00 .00 2,750.00 0 046580 LEVER BROTHERS COMPANY .00 .00 .00 .00 .00 247.50 0 056937 LEVER/DIV OF CANADA INC .00 .00 .00 .00 .00 533.75 0 028608 LIBERTY SOLVENTS & CHEM 445.50 .00 .00 .00 .00 .00 0 081775 LIGNOTECH U. S. INC 275.00 .00 .00 .00 .00 .00 0 087696 LILLY IND COATINGS INC 2,891.50 .00 .00 .00 .00 .00 0 085431 LILLY INDUSTRIES INC 82.50 .00 .00 .00 .00 .00 0 086461 LINDALE MANUFACTURING .00 .00 .00 .00 3,227.00 .00 0 089853 LINDE GAS 24.68 .00 .00 .00 .00 .00 0 006425 LION OIL COMPANY 1,675.81 .00 .00 .00 .00 .00 0 022738 LIQUID CARBONIC CORP 5,752.50 .00 .00 .00 .00 .00 0 084539 LIQUID CARBONIC CORP 6,492.97 .00 .00 .00 .00 .00 0 086934 LIQUID CARBONIC CORP 1,001.63 .00 .00 .00 .00 .00 0 025743 LIQUID TRANSPORTERS INC .00 .00 .00 .00 .00 461.00 0 051103 LIQUID TRANSPORTERS INC .00 .00 .00 .00 .00 1,535.98 0 007230 LOGAN ALUMINUM 24.00 .00 .00 .00 .00 .00 0 089678 LOGISTICS MANAGEMENT SYST 750.00 .00 .00 .00 .00 .00 0 080639 LOMAS INTERNATIONAL .00 .00 300.00 .00 .00 .00 0 084818 LONG ISLAND LIGHTING COMPANY .00 .00 .00 .00 .00 750.00 0 004691 LONG ISLAND PAINT & CHEM .00 .00 .00 .00 .00 125.00 0 005534 LONZA INC 4,718.76 .00 .00 .00 .00 267.50 0 010458 LONZA INC 1,217.00 .00 .00 .00 .00 488.83 0 034820 LONZA INC 110.00 .00 .00 .00 .00 .00 0 044725 LONZA INC 275.00 .00 .00 .00 .00 1,594.80 0 065202 LOPEZ I HIJOS .00 .00 100.00 .00 .00 .00 0 044765 LORD CORPORATION 55.00 .00 .00 .00 .00 .00 0 054643 LOUISIANA PACIFIC .00 .00 .00 48.00 .00 .00 0 011971 LOXCREEN CORPORATION 27.50 .00 .00 .00 .00 .00 0 000115 LTV STEEL COMPANY 412.50 .00 .00 .00 .00 .00 0 041915 LTV STEEL COMPANY 1,621.00 .00 .00 .00 .00 .00 0 054077 LTV STEEL COMPANY 110.00 .00 .00 .00 .00 .00 0 003069 LUBRICATING SPECIALIES 10,718.15 .00 .00 .00 .00 .00 0 000924 LUBBRIZOL CORPORATION 276.00 .00 .00 .00 .00 .00 0 010037 LUBBRIZOL CORPORATION 1,035.23 .00 .00 .00 .00 .00 0 026669 LUBBRIZOL CORPORATION 1,227.50 .00 .00 .00 .00 .00 0 047580 LUBBRIZOL CORPORATION 82.50 .00 .00 .00 .00 .00 0 005920 LUDLOW CORPORATION 390.00 .00 .00 .00 .00 .00 0 047770 LYMAN PRINT & FINISHING 705.00 .00 .00 .00 .00 .00 0 006319 LYONDELL PETRO CHEM CO 27.50 .00 .00 .00 .00 .00 0 069523 LYONDELL PETRO CHEM CO 8,186.70 .00 .00 .00 .00 .00 0 078433 LYONDELL PETRO CHEM CO 227.50 .00 .00 .00 .00 .00 0 052850 M & M MARS 14,147.78 .00 .00 .00 .00 646.23- 0 007446 M A BRUDER & SONS 55.00 .00 .00 .00 .00 .00 0 088025 MI DRILLING 8,061.75 .00 .00 .00 .00 .00 0 016792 MI DRILLING FLUIDS COMPANY 7,612.48 2,535.12- .00 .00 .00 .00
RCP017 AGED ACCOUNTS RECEIVABLE OF 4/30/93 CO CUST NAME 0 - 90 91 - 120 121 - 150 151 - 180 181 - 210 OVER 0 048140 M I HOLDINGS .00 .00 960.75- .00 .00 .00 0 046215 MAC DERMID INC 105.04 .00 .00 .00 .00 .00 0 058900 MAC TAC CANADA LTD .00 .00 .00 .00 .00 460.00 0 080195 MAC TRUCK INC 3,332.43 .00 .00 .00 .00 442.41 0 075195 MACTAC 330.00 .00 .00 .00 .00 .00 0 080139 MAERSK CONTAINER .00 .00 .00 .00 .00 1,874.64 0 077205 MAGNATEK ELECTRIC INC 1,288.05 .00 .00 .00 .00 .00 0 090061 MAGNETEK ELECTRIC INC 1,270.58 .00 .00 .00 .00 .00 0 081287 MAINE PLASTICS INC 467.50 .00 .00 .00 .00 .00 0 006785 MAJOR PAINT & VARNISH .00 .00 .00 .00 165.00 .00 0 048090 MALCO PRODUCTS .00 .00 .00 .00 .00 803.50 0 088734 MALETTE KRAFT PULP & PAPE 5,031.59 .00 .00 .00 .00 .00 0 006852 MALLINCKRODT INC 516.50 .00 .00 .00 .00 .00 0 046485 MALLINCKRODT INC 192.50 .00 .00 .00 .00 .00 0 057288 MALLINCKRODT INC 5,349.74 .00 .00 .00 .00 .00 0 008884 MANHATTAN PRODUCTS 165.00 .00 .00 .00 .00 .00 0 048400 MANLEY REGAN CHEMICAL CO .00 .00 .00 .00 .00 46.00- 0 048350 MANNINGTON MILLS INC 27.50 .00 .00 .00 .00 .00 0 024368 MAPCO PETROLEUM INC 521.45 .00 .00 .00 .00 .00 0 010552 MARCAL PAPER 584.50 .00 .00 .00 .00 .00 0 058221 MARCHEN PLASTICS 55.00 .00 .00 .00 .00 .00 0 070464 MARSULEX 6,297.30 .00 .00 .00 .00 247.05 0 022667 MARTIN MARIETTA CORP .00 .00 .00 .00 .00 75.00 0 075119 MARTIN MARIETTA CORP 12,691.34 .00 234.50- .00 .00 638.00- 0 017586 MARTIN SURFACING & DECKIN 27.50 84.00 .00 .00 .00 2,353.00 0 089480 MASON METALS 192.50 .00 .00 .00 .00 .00 0 084153 MASONITE CORP 1,225.89 .00 .00 .00 .00 .00 0 047095 MASONITE CORPORATION 510.50 .00 .00 .00 .00 .00 0 017251 MASTER BUILDERS 3,650.00 .00 .00 .00 .00 .00 0 025245 MASTER BUILDERS 6,996.00 .00 .00 .00 .00 .00 0 012934 MASTERPAK SA DE CV S 280.00 .00 .00 .00 .00 .00 0 057254 MASTERPAK SA DE CV S .00 .00 .00 .00 .00 810.00 0 078451 MASTERPAK SA DE CV S .00 .00 .00 .00 .00 210.00- 0 078453 MASTERPAK SA DE CV S 2,790.00 .00 .00 .00 .00 .00 0 078454 MASTERPAK SA DE CV S .00 .00 .00 .00 .00 1,134.70 0 082649 MATCHLESS METALPOLISH .00 .00 .00 .00 .00 137.50 0 088694 MATERIAL RESOURCES INC .00 695.00 .00 .00 .00 .00 0 054213 MATHCO CO .00 .00 .00 .00 .00 451.00- 0 016894 MATHIESON GAS 800 .00 .00 .00 .00 .00 0 062372 MATLACK INC 1,615.93 .00 .00 52.17 .00 .00 0 054341 MATLACK INC 0 .00 .00 .00 .00 1,586.60 0 066424 MATLACK INC 20,166.41 50.50 .00 .00 .00 .00 0 082572 MATTEL INC 9,480.00 .00 .00 .00 .00 .00 0 089067 MATYHY CONSTRUCTION .00 247.50 .00 .00 .00 .00 0 077817 MAYCO OIL & CHEMICAL CO 2,822.85 2,145.00 2,097.50 2,230.50 .00 .00 0 050060 MAYO CHEMICAL COMPANY 82.50 .00 .00 .00 .00 .00 0 060751 MAZDA MOTO MFG .00 .00 .00 .00 .00 45.00- 0 015903 MC DONNELL DOUGLAS CORP .00 .00 .00 .00 .00 63.00 0 062435 MC GRAW EDISON COMPANY .00 .00 .00 .00 .00 585.77 0 011334 MC NEIL CPC 5,886.90 .00 .00 .00 .00 .00 0 004588 MC WHORTER INC 27.50 .00 .00 .00 .00 .00
RCP017 AGED ACCOUNTS RECEIVABLE OF 4/30/93 CO CUST NAME 0 - 90 91 - 120 121 - 150 151 - 180 181 - 210 OVER 0 027286 MCCOLL FRONTENAC INC .00 .00 .00 .00 .00 183.60- 0 012214 MCLAUGHLIN GORMLEY 2,911.50 .00 .00 .00 .00 .00 0 007973 MEAD COATED BOARD INC 375.00 .00 .00 .00 .00 .00 0 051000 MEAD CORPORATION 2,209.41 .00 .00 .00 .00 125.00- 0 071158 MEAD INK PRODUCTS .00 .00 .00 .00 .00 200.00 0 082610 MEAD PRODUCTS .00 55.00 .00 .00 .00 .00 0 008729 MEDINA FORWARDING COMPANY 650.00 .00 .00 .00 .00 .00 0 073066 MEGALOID LABORATORIES .00 .00 .00 .00 .00 598.00 0 020593 MEIER STONE COMPANY .00 .00 .00 58.50 .00 .00 0 088082 MENNEN CO LTD 27.50 82.50 .00 .00 .00 .00 0 051540 MENNEN COMPANY 82.50 .00 .00 .00 .00 .00 0 047525 MERCK & COMPANY INC 31,810.94 .00 .00 .00 .00 .00 0 051490 MERCK & COMPANY INC 41,344.21 .00 .00 .00 .00 1,112.35 0 051500 MERCK & COMPANY INC 632.50 587.50 .00 .00 .00 .00 0 051510 MERCK & COMPANY INC 2,707.60 .00 .00 .00 .00 .00 0 077973 MERCK & COMPANY INC 398.75 .00 .00 .00 .00 137.50 0 082910 MERCK & COMPANY INC .00 .00 .00 .00 .00 2,160.00 0 051460 MERICHEM COMPANY 9,300.68 .00 302.50 .00 .00 .00 0 076774 MERICHEM COMPANY 2,432.11 .00 .00 .00 .00 .00 0 085195 MERRAND INTERNATIONAL 110.00 .00 .00 589.00- 110.00 2,750.00 0 089367 MET ELECTRIC TESTING CO I 2,279.25 .00 .00 .00 .00 .00 0 023126 METAL WORKING LUBRICANTS 2,392.50 357.50 385.00 1,234.00 55.00 1,826.50 0 047665 METALPLATE GALVANIZING IN 17,960.00 .00 .00 .00 .00 48.00 0 051610 METALPLATE GALVANIZING IN .00 .00 .00 .00 .00 815.32- 0 000385 METROPOLITAN EDISON CO 427.96 .00 .00 .00 .00 .00 0 087839 METROPOLITAN ENVIONMENTA .00 .00 .00 1,105.50 .00 1,146.17 0 089947 MEUSCA & INTERNATIONAL FW 450.00 .00 .00 .00 .00 .00 0 022441 MFG CHEMICAL & SUPPLY 343.75 .00 .00 .00 .00 .00 0 001667 MICHELIN TIRE AMERICAS SE 99.00 75.00 .00 .00 .00 1,859.99 0 082896 MICHELIN TIRES 407.50 357.50 .00 .00 .00 .00 0 017987 MICHELMAN INC 262.50 .00 .00 .00 .00 .00 0 061463 MICHIGAN PAPERBOARD CO .00 123.75 206.25 55.00 .00 123.75 0 089021 MID MONROE PETROLEUM CO 3,100.31 .00 .00 .00 .00 .00 0 011906 MID SOUTH WIRE COMPANY 574.87 .00 .00 .00 .00 .00 0 086127 MID STATE OIL COMPANY 950.40 .00 .00 .00 .00 .00 0 014919 MID STATES CHEMICAL CO 9,581.38 .00 .00 .00 .00 .00 0 000459 MID-CONTINENT 17,126.00 165.00 .00 .00 .00 .00 0 051850 MIDDLETOWN ICE & COAL 1,273.08 .00 .00 .00 .00 .00 0 074334 MIDWEST INDUSTRIAL SUPPLY .00 .00 .00 .00 .00 27.50 0 086109 MIGUEL SALINAS FWG 900.00 .00 .00 .00 .00 .00 0 074731 NIKI SANGYO 1,764.00 .00 .00 .00 .00 .00 0 009841 MILES INC 270,009.53 2,297.25- 227.50 11,726.12 2,138.97 1,590.94 0 015655 MILES INC 3,987.25 .00 .00 .00 .00 .00 0 048455 MILES INC 790.00 165.00 .00 .00 .00 .00 0 052970 MILES INC 105,417.00 23,155.00 1,472.50 33,345.00 522.50 3,505.00 0 053100 MILES INC 673,811.97 5,338.17 75.00 125.00 17.50- 1,335.03- 0 077812 MILES INC 27,227.38 4,870.59 .00 .00 960.00 .00 0 085366 MILES INC 83,265.00 .00 .00 .00 .00 .00 0 000570 MILLER BREWING COMPANY 137.50 .00 .00 .00 .00 .00 0 002798 MILLER PLUMBING & HEATING 454.50 .00 .00 .00 .00 .00 0 052550 MILLIKEN & COMPANY 3,514.62 .00 1,706.42 1,833.04 .00 .00
RCP017 AGED ACCOUNTS RECEIVABLE OF 4/30/93 CO CUST NAME 0 - 90 91 - 120 121 - 150 151 - 180 181 - 210 OVER 0 065448 MILPARK DRILLING .00 577.50 .00 .00 .00 .00 0 085621 MILTON PLASTICS .00 .00 .00 .00 .00 1,409.00 0 088817 MINCHEM CANADA LTD 462.00 .00 .00 .00 .00 .00 0 001709 MINE SAFETY APPLIANCE 27.50 .00 .00 .00 .00 .00 0 014354 MINNESOTA MINING & MFG CO 82.50 .00 .00 .00 .00 .00 0 033580 MINNESOTA MINING & MFG CO .00 25.00 .00 .00 .00 75.00 0 052690 MINNESOTA MINING & MFG CO 110.00 .00 .00 .00 .00 .00 0 075341 MINNESOTA MINING & MFG CO 45.00 .00 .00 .00 .00 .00 0 050156 MISCO PRODUCTS CORPORATIO 1,768.25 .00 .00 .00 .00 .00 0 078684 MISTRAL TRADE CORPORATION 560.00 .00 .00 .00 .00 .00 0 073651 MITSUI OSK LINES 260.00 .00 385.00 501.40 .00 2,120.20 0 005589 MOBIL CHEMICAL CORP 514.00 .00 .00 .00 .00 4,692.94 0 069108 MOBIL CHEMICAL CORP 467.50 .00 .00 .00 .00 .00 0 066903 MOBIL CHEMICAL CORPORATIO 10,246.00 55.00 .00 .00 590.00 2,744.25 0 089568 MOBIL CHEMICAL CORPORATIO 3,982.50 .00 .00 .00 .00 .00 0 015086 MOBIL OIL CORPORATION 13,442.59 .00 .00 .00 .00 889.00 0 025679 MOBIL OIL CORPORATION .00 1,163.40 .00 .00 .00 .00 0 057068 MOBIL OIL CORPORATION 2,194.00 .00 .00 .00 .00 .00 0 057515 MOBIL OIL CORPORATION 4,545.50 .00 .00 .00 .00 .00 0 071649 MOBIL OIL CORPORATION 402.50 .00 .00 .00 .00 249.00 0 075330 MOBIL OIL CORPORATION .00 .00 .00 .00 .00 4,436.40 0 075490 MOBIL OIL CORPORATION 884.04 .00 110.00 30.00 .00 3,574.00 0 061224 MOBIL PROCESS TECHNOLOGY 1,801.60 .00 .00 .00 .00 .00 0 064003 MOBIL RESEARCH CENTER .00 .00 .00 .00 .00 173.25 0 089456 MOCK RESOURCES 1,294.00 .00 .00 .00 .00 .00 0 086940 MODERN TOOL & DYE 3,893.56 .00 .00 .00 .00 .00 0 075635 MONA INDUSTRIES 27.50 45.00 .00 .00 .00 288.50 0 057957 MONONGAHELA POWER COMPANY 8,376.11 .00 .00 .00 .00 .00 0 074268 MONROE AUTO EQUIPMENT 1,476.60 .00 .00 .00 .00 .00 0 049335 MONSANTO CANADA INC 412.50 .00 .00 .00 .00 3,048.01 0 085038 MONSANTO CHEMICAL COMPANY .00 .00 .00 .00 .00 400.00- 0 003310 MONSANTO COMPANY 82.50 .00 .00 .00 .00 .00 0 004651 MONSANTO COMPANY 55.00 .00 .00 .00 .00 .00 0 007939 MONSANTO COMPANY 27.50 .00 .00 .00 .00 247.50- 0 015016 MONSANTO COMPANY 837.50 .00 .00 .00 .00 .00 0 053470 MONSANTO COMPANY 309.00 .00 .00 .00 .00 .00 0 053490 MONSANTO COMPANY 89,229.47 3,668.99 1,427.87 .00 1,100.12 1,475.94 0 053520 MONSANTO COMPANY 3,849.62 178.75 .00 .00 .00 .00 0 053530 MONSANTO COMPANY 3,697.39 .00 .00 .00 .00 .00 0 053610 MONSANTO COMPANY 5,609.34 .00 .00 .00 .00 .00 0 053800 MONSANTO COMPANY 4,300.48 .00 .00 .00 .00 25.00 0 053880 MONSANTO COMPANY .00 .00 .00 .00 .00 714.75 0 058407 MONSANTO COMPANY 5,269.70 .00 330.00 .00 .00 495.00 0 063354 MONSANTO COMPANY 556.00 .00 .00 .00 .00 .00 0 078586 MONSANTO COMPANY 903.15 .00 .00 .00 .00 112.50- 0 082790 MONSANTO COMPANY 5,060.75 .00 137.50 .00 .00 120.25 0 082950 MONSANTO COMPANY 185.00 .00 .00 .00 .00 137.50 0 086361 MONSANTO COMPANY .00 .00 .00 .00 .00 55.00- 0 089567 MONSANTO COMPANY 5,050.00 .00 .00 .00 .00 .00 0 090014 MONSANTO COMPANY 12,627.17 .00 .00 .00 .00 .00 0 049405 MONSEY PRODUCTS COMPANY 2,482.79 .00 .00 .00 .00 .00
RCP017 AGED ACCOUNTS RECEIVABLE OF 4/30/93 CO CUST NAME 0 - 90 91 - 120 121 - 150 151 - 180 181 - 210 OVER 0 072565 MONSEY PRODUCTS COMPANY 1,037.00 .00 .00 .00 .00 .00 0 087131 MONTGOMERY INTERMODAL 79.00 .00 .00 .00 .00 .00 0 054110 MONTGOMERY TANK LINES .00 .00 .00 .00 .00 781.33- 0 089830 MOORE ASPHALT CO 80.00 .00 .00 .00 .00 .00 0 008873 MORTON CHEMICAL COMPANY 3,480.00 .00 .00 .00 .00 1,319.44 0 006674 MORTON INT'L SPECIALITY C 777.68 .00 .00 .00 .00 .00 0 066373 MORTON INT'L SPECIALITY CH 1,989.60 .00 .00 .00 .00 .00 0 069124 MORTON INT'L SPECIALITY CH 55.00 .00 .00 .00 .00 .00 0 083338 MORTON INT'L SPECIALITY CH .00 .00 .00 .00 .00 805.00 0 054270 MORTON INTERNATIONAL 805.50 .00 .00 .00 .00 1,290.00 0 080014 MORTON INTERNATIONAL 651.02 .00 .00 .00 .00 .00 0 054250 MORTON SALT COMPANY .00 .00 .00 .00 .00 110.00- 0 075129 MORTON THIOKOL .00 .00 .00 .00 .00 192.50 0 083739 MOTOR OILS LTD .00 .00 .00 .00 .00 825.00 0 071920 MOUNT CLEMENS COATING INC .00 .00 .00 .00 .00 22.68- 0 000286 MOZEL CHEMICAL 220.00 .00 .00 .00 .00 .00 0 069835 MTM HARDWICKE INC 475.00 .00 .00 .00 .00 .00 0 080113 MULTI CHEM INC 20,130.94 959.02 .00 .00 2,381.82 .00 0 083865 MULTI - CHEMICAL PROD INC 135.00 .00 .00 .00 .00 .00 0 077692 MULTICHEM INC 556.40 .00 .00 .00 .00 .00 0 060602 MURPHY OIL USA INC 1,020.00 .00 .00 .00 .00 .00 0 066194 N R G BARRIERS .00 .00 .00 .00 .00 1,737.50 0 079365 N R G BARRIERS .00 .00 .00 27.50 .00 .00 0 086527 N W L TRANSFORMERS INC 2,412.64 .00 .00 .00 .00 .00 0 055480 NABISCO INCORPORATED 13,455.30 .00 .00 .00 556.60 .00 0 007703 NACAN PRODUCTS .00 .00 .00 .00 .00 1,207.50 0 084398 NACAN PRODUCTS 275.00 .00 137.50 .00 .00 .00 0 021654 NALCO CHEMICAL COMPANY 885.00 .00 .00 .00 .00 .00 0 054710 NALCO CHEMICAL COMPANY 1,798.50 .00 .00 .00 .00 .00 0 054730 NALCO CHEMICAL COMPANY 20,988.30 .00 .00 .00 .00 .00 0 062913 NALCO CHEMICAL COMPANY 1,880.00 .00 .00 .00 .00 .00 0 082364 NALCO CHEMICAL COMPANY 2,308.48 .00 .00 .00 .00 .00 0 070873 NALCOMEX 140.00 .00 .00 .00 .00 .00 0 086030 NALCOMEX 180.00 .00 .00 .00 .00 .00 0 087787 NASCOTE INDUSTRIES INC 2,844.35 .00 .00 .00 .00 .00 0 085856 NASH SALVAGE COMPANY 2,669.80 .00 .00 .00 .00 .00 0 004056 NASHUA CORPORATION 120.00 .00 .00 .00 .00 .00 0 090147 NATIONAL AUTO/TRUCKSTOPS 9,847.38 .00 .00 .00 .00 .00 0 055450 NATIONAL CHEMICAL LAB. 110.00 .00 .00 .00 .00 2,375.50 0 026697 NATIONAL COATINGS CO 522.50 .00 .00 .00 .00 .00 0 080111 NATIONAL FOAM CUSHON MFG .00 40.00 .00 .00 .00 .00 0 050145 NATIONAL GYPSUM COMPANY .00 .00 .00 .00 82.50 .00 0 082227 NATIONAL GYPSUM COMPANY 1,673.90 .00 .00 .00 .00 .00 0 066834 NATIONAL PIPE CO .00 .00 .00 .00 .00 110.00 0 001658 NATIONAL SOLVENTS .00 .00 .00 .00 .00 25.00 0 003409 NATIONAL STARCH & CHEM CO 632.50 .00 .00 .00 .00 .00 0 003522 NATIONAL STARCH & CHEM CO 41,165.43 765.00 .00 .00 498.00 1,536.00 0 005201 NATIONAL STARCH & CHEM CO 260.00 .00 .00 .00 .00 .00 0 011833 NATIONAL STARCH & CHEM CO 480.00 .00 .00 .00 .00 .00 0 016472 NATIONAL STARCH & CHEM CO 2,420.75 .00 .00 .00 .00 .00 0 054786 NATIONAL STARCH & CHEM CO 25,442.50 .00 364.00 .00 .00 1,120.00
RCP017 A G E D A C C O U N T S R E C E I V A B L E AS OF 4/30/93 CD CUST N A M E 0 - 90 91 - 120 121 - 150 151 - 180 181 - 210 OVER 0 055880 NATIONAL STARCH & CHEM CO 137.50 .00 .00 .00 .00 .00 0 055890 NATIONAL STARCH & CHEM CO 1,125.00 .00 .00 .00 .00 .00 0 055910 NATIONAL STARCH & CHEM CO 225.00 .00 .00 .00 .00 .00 0 055950 NATIONAL STARCH & CHEM CO 2,008.00 .00 .00 .00 .00 .00 0 074785 NATIONAL STARCH & CHEM CO 1,129.90 .00 .00 .00 .00 388.75 0 079895 NATIONAL STARCH & CHEM CO 15,624.50 .00 .00 .00 .00 843.70 0 087805 NATIONAL STARCH & CHEM CO 3,360.61 .00 .00 .00 .00 .00 0 078948 NAVISTAR INTERNATIONAL CO 4,418.50 1,682.50 .00 .00 .00 .00 0 084677 NAVISTAR INTERNATIONAL CO 19,931.00 55.00 .00 .00 .00 .00 0 060898 NED LLOYD MARINE .00 .00 .00 .00 .00 5,673.76- 0 077690 NEITA CHEMICAL .00 .00 .00 .00 .00 318.00 0 023880 NEOCHEM CORP. 2,803.50 .00 .00 .00 .00 .00 0 056460 NEPERA PRODUCT CHEMICAL 13,154.00 .00 .00 .00 .00 .00 0 078716 NEPERA PRODUCT CHEMICAL 8,952.77 .00 .00 .00 .00 .00 0 051960 NEUTROGENA CORPORATION 145.50 .00 .00 .00 .00 .00 0 056269 NEUTRON PRODUCTS 9,859.85 .00 .00 .00 .00 .00 0 056457 NEVILE CHEMICAL COMPANY 137.50 .00 .00 .00 .00 .00 0 057607 NEVILLE CHEMICAL COMPANY 608.00 .00 .00 .00 .00 .00 0 055629 NEVILLE SYNTHESES 14,830.66 859.00 357.50 .00 .00 .00 0 069520 NEW CENTURY FREIGHT ASSOC .00 946.00 .00 .00 .00 .00 0 057685 NEW DEPARTURE HYATT BEARI 791.73 .00 .00 .00 .00 .00 0 002373 NEW ENGLAND LAMINATES .00 .00 .00 .00 .00 322.00- 0 003956 NEW ENGLAND POWER COMPANY 810.36 .00 .00 .00 .00 .00 0 088626 NEW VENTURE GEAR 4,363.16 .00 .00 .00 .00 .00 0 088043 NEWMAN CABLE CONST CO 1,898.50 .00 .00 .00 .00 .00 0 074264 NEWSPRINT SOUTH INC 693.00 .00 .00 .00 .00 .00 0 010929 NIACET CORPORATION 4,114.24 .00 190.00 .00 .00 1,430.00 0 021657 NIAGARA MOHAWK POWER CORP 508.18 .00 .00 .00 .00 .00 0 007449 NIAGARA NATIONAL COMPANY .00 .00 .00 .00 .00 105.00 0 086148 NICHOLAS GALVANIZING 3,407.80 .00 .00 .00 .00 .00 0 078506 NILIT AMERICA CORP .00 .00 .00 .00 .00 115.00 0 019646 NISSAN MOTOR MFG CORP 82.50 .00 .00 .00 .00 .00 0 018957 NO AMER PHILLIPS LIGHTING 1,086.00 .00 .00 .00 .00 .00 0 085848 NOLAN & CUNNING INC. 6,591.00 55.00 .00 638.40 228.00 .00 0 024206 NORAMCO OF DELAWARE INC 220.00 .00 .00 .00 .00 .00 0 089080 NORFOLK SOUTHERN RWY .00 1,673.80- .00 .00 .00 .00 0 086115 NORMA CADENA 2,450.00 .00 .00 .00 .00 .00 0 009310 NORPLEX/OAK 82.50 .00 .00 .00 .00 .00 0 081450 NORTH AMERICAN CHEMICAL 118.00 .00 .00 .00 .00 .00 0 023290 NORTH AMERICAN LOBSTER 536.00 .00 .00 .00 .00 385.00 0 079884 NORTH AMERICAN REFACTORIE 6,751.87 .00 .00 .00 .00 .00 0 052137 NORTH AMERICAN REFRACTORI 110.00 .00 .00 .00 .00 .00 0 060891 NORTH AMERICAN TRANSFORM .00 5,714.00 .00 .00 .00 325.00 0 005712 NORTH INDUSTRIAL CHEM 82.50 .00 .00 .00 .00 165.00 0 088317 NORTHEAST CHEMICAL .00 .00 .00 .00 923.00 .00 0 005388 NORTHEAST CONTAINER .00 .00 .00 .00 .00 110.00 0 089133 NORTHSIDE CHEMICAL CO .00 27.50 .00 .00 .00 .00 0 008031 NORTON COMPANY 2,576.84 .00 .00 .00 .00 .00 0 060842 NOVA CHEM .00 .00 .00 .00 .00 1,005.00 0 003619 NOVA PETROCHEMICALS INC .00 42.80 .00 .00 .00 45.00 0 060767 NOVACOR 1,067.30 .00 .00 .00 .00 .00
RCP017 A G E D A C C O U N T S R E C E I V A B L E AS OF 4/30/93 CD CUST N A M E 0 - 90 91 - 120 121 - 150 151 - 180 181 - 210 OVER 0 076046 NOVACOR 6,578.42 .00 .00 .00 .00 838.32 0 058190 NOVACOR CHEMICALS CANADA 90.00 .00 .00 .00 .00 .00 0 061002 NOVACOR CHEMICALS INC .00 .00 .00 .00 .00 1,026.80 0 083279 NOVAGARD .00 .00 .00 .00 .00 605.00 0 073274 NOVAMAX TECHNOLOGIES 55.00 .00 .00 .00 .00 .00 0 073351 NOVO NORDISK BIOINDUSTRIA 10,908.15 .00 .00 .00 .00 .00 0 089215 NOVO NORDISK BIOINDUSTRIE .00 2,564.40 .00 .00 .00 .00 0 081438 NOXCRETE INC .00 .00 .00 .00 .00 3,278.50 0 055847 NOXELL CORPORATION 985.60 .00 .00 .00 .00 .00 0 060566 NUCOR CORPORATION 286.00 .00 .00 .00 .00 .00 0 069856 NUHART & COMPANY INC .00 .00 .00 .00 .00 84.00 0 052594 NUTRASWEET COMPANY .00 556.00 .00 .00 .00 1,002.50 0 084226 NYLONGE CORP 27.50 .00 .00 .00 .00 .00 0 083009 O BRIEN (PARLIN) COGEN 52.52 .00 .00 .00 .00 .00 0 021383 O C ADHESIVES CORPORATION .00 .00 .00 .00 .00 137.50 0 009953 O H D THERMACORE INC 1,183.00 .00 .00 .00 .00 .00 0 059890 O SULLIVAN CORPORATION 3,256.50 165.00 .00 110.00 1,550.50 .00 0 089075 O'BRIEN CORP .00 78.00 .00 .00 .00 .00 0 086451 OAKITE PRODUCTS INC .00 .00 .00 2,455.50 .00 .00 0 087815 OAKWOOD BEACH WPCP 671.00 .00 .00 .00 .00 .00 0 007934 OCCIDENTAL CHEMICAL CORP 130,310.53 3,454.93 4,122.00- 1,460.25 .00 1,241.83- 0 008157 OCCIDENTAL CHEMICAL CORP 568.50 .00 .00 .00 .00 27.50 0 024720 OCCIDENTAL CHEMICAL CORP 13,832.11 .00 .00 151.25 .00 1,070.50 0 026303 OCCIDENTAL CHEMICAL CORP 1,032.50 .00 .00 .00 .00 640.00 0 027265 OCCIDENTAL CHEMICAL CORP 518.18 21.00- .00 .00 .00 .00 0 038525 OCCIDENTAL CHEMICAL CORP 50.00 .00 55.00 .00 .00 .00 0 038575 OCCIDENTAL CHEMICAL CORP 6,925.10 .00 100.00- .00 .00 4,664.10 0 039400 OCCIDENTAL CHEMICAL CORP 1,165.00 20,950.00 .00 .00 .00 1,029.75 0 051528 OCCIDENTAL CHEMICAL CORP 7,382.40 278.40 32.00 .00 .00 .00 0 055090 OCCIDENTAL CHEMICAL CORP .00 .00 .00 .00 .00 55.00 0 059277 OCCIDENTAL CHEMICAL CORP .00 .00 .00 .00 .00 384.09 0 078706 OCCIDENTAL CHEMICAL CORP 4,514.50 .00 .00 .00 .00 .00 0 079481 OCCIDENTAL CHEMICAL CORP .00 .00 .00 .00 .00 55.00 0 081511 OCCIDENTAL CHEMICAL CORP 99.25 .00 .00 .00 .00 .00 0 082296 OCCIDENTAL CHEMICAL CORP 586.50 110.00 .00 .00 .00 380.00 0 058890 OCTAGON PROCESSING INC 105.04 .00 78.00- .00 .00 .00 0 026443 OHIO POLYCHEMICAL 8,630.50 22.00- .00 .00 .00 .00 0 090700 OHIO POLYCHEMICAL 1,494.50 .00 .00 .00 .00 .00 0 009669 OIL CHEM INC 1,499.79 728.84 .00 .00 .00 .00 0 014572 OLD BRIDGE CHEMICAL .00 .00 .00 .00 .00 9,936.53 0 087731 OLD QUAKER PAINT .00 234.00 150.00 .00 .00 .00 0 007320 OLES ENVELOPE CORP 27.50 .00 .00 110.00 .00 247.50 0 007983 OLIN CORPORATION 16,040.50 .00 1,659.00- .00 41.25 975.75 0 059350 OLIN CORPORATION 75.00 .00 .00 .00 .00 .00 0 059360 OLIN CORPORATION 1,581.00 .00 .00 .00 .00 40.00- 0 059390 OLIN CORPORATION 84,769.49 7,222.70 1,058.00 1,088.00 .00 1,354.94- 0 059400 OLIN CORPORATION 2,391.00 325.00 .00 220.00 .00 321.58 0 059410 OLIN CORPORATION 4,538.50 .00 .00 .00 .00 .00 0 059470 OLIN CORPORATION 2,574.00 .00 .00 .00 .00 .00 0 082831 OLIN CORPORATION 18,560.13 1,863.00 795.00 .00 2,154.50 82.50 0 088539 OLIN CORPORATION 10,505.69 1,207.50 100.00- .00 .00 .00
RCP017 A G E D A C C O U N T S R E C E I V A B L E AS OF 4/30/93 CD CUST N A M E 0 - 90 91 - 120 121 - 150 151 - 180 181 - 210 OVER 0 079767 OLIN HUNT .00 .00 .00 .00 .00 41.25 0 051209 OLYMPIC OIL COMPANY 1,419.00 .00 .00 .00 .00 .00 0 090019 OMEGA CHEMICAL CORP 1,419.00 .00 .00 .00 .00 .00 0 052526 OMNICOLOGY INC 424.00 .00 .00 .00 .00 .00 0 079982 ONTARIO HYDRO 504.93 .00 .00 .00 .00 .00 0 080566 ONTARIO HYDRO 45.00 .00 .00 .00 .00 32.10 0 085390 OPERATIONAL ENERGY CORP .00 55.00 .00 .00 .00 .00 0 089749 OPTIMA CHEMICAL 900.00 .00 .00 .00 .00 .00 0 059680 ORMET CORPORATION 210.00 .00 .00 .00 .00 .00 0 079741 OSCO/BRYSON INC .00 .00 .00 .00 .00 4,269.50 0 081782 OCSO/BRYSON INC .00 .00 .00 .00 185.00 3,089.40 0 077272 OSPECA ENTERPRISES 1,800.00 .00 .00 .00 .00 .00 0 009326 OWENS CORNING FIBERGLAS 82.50 .00 .00 .00 .00 .00 0 051516 OWENS CORNING FIBERGLAS .00 .00 .00 .00 .00 200.00 0 059700 OWENS CORNING FIBERGLAS 9,831.33 1,133.68 .00 957.50 .00 1,853.00 0 059830 OWENS CORNING FIBERGLAS 3,022.00 .00 .00 .00 .00 .00 0 059930 OWENS CORNING FIBERGLAS .00 .00 .00 27.50- .00 .00 0 088574 OWENS CORNING FIBERGLAS 3,717.00 .00 .00 .00 .00 .00 0 071343 OXY PETROCHEMICALS INC 5,675.89 .00 .00 .00 .00 395.00 0 071431 P & O CONTAINERS LIMITED .00 .00 .00 .00 .00 138.50 0 002173 P B & S CHEMICAL COMPANY 2,249.80 .00 .00 .00 .00 .00 0 060640 P B & S CHEMICAL COMPANY 2,873.50 63.00 .00 .00 .00 .00 0 063072 P C A EAST INC 3,472.00 .00 .00 .00 .00 137.50 0 082020 P C I 27.50 27.50- .00 .00 .00 .00 0 056869 P C R INCORPORATED 1,183.50 .00 .00 .00 275.00 .00 0 033970 P D GEORGE COMPANY 4,027.27 .00 .00 .00 .00 .00 0 034300 P H GLATFELTER COMPANY 8,714.25 .00 193.25 460.00 52.00 315.00 0 071793 P H GLATFELTER COMPANY .00 .00 .00 822.50 .00 .00 0 077873 P O CONTAINERS LIMITED 362.25 .00 .00 .00 .00 .00 0 000168 P P G INDUSTRIES INC 165.00 .00 .00 .00 .00 .00 0 003198 P P G INDUSTRIES INC .00 651.80 .00 .00 .00 .00 0 007372 P P G INDUSTRIES INC 8,334.00 425.00- .00 .00 .00 556.45- 0 018500 P P G INDUSTRIES INC 1,274.00 .00 .00 .00 .00 .00 0 018520 P P G INDUSTRIES INC 7,458.25 50.00 .00 55.00 705.00 2,929.00 0 028435 P P G INDUSTRIES INC 2,227.40 .00 .00 .00 .00 .00 0 051984 P P G INDUSTRIES INC .00 .00 .00 .00 .00 25.00- 0 053365 P P G INDUSTRIES INC 4,581.34 .00 .00 .00 .00 100.00- 0 053425 P P G INDUSTRIES INC .00 .00 .00 .00 .00 55.00 0 063230 P P G INDUSTRIES INC .00 .00 .00 .00 .00 765.82 0 064580 P P G INDUSTRIES INC 277.50 .00 .00 .00 .00 .00 0 064620 P P G INDUSTRIES INC 6,969.25 .00 .00 .00 .00 .00 0 064660 P P G INDUSTRIES INC .00 .00 .00 .00 .00 55.00 0 064740 P P G INDUSTRIES INC 2,587.98 .00 .00 .00 .00 .00 0 075436 P P G INDUSTRIES INC 1,593.00 .00 .00 .00 .00 .00 0 077420 P P G INDUSTRIES INC 44,543.00 2,428.00 3,263.00 4,678.00 1,786.95 1,247.26 0 078033 P P G INDUSTRIES INC .00 .00 .00 .00 937.40 .00 0 083191 P P G INDUSTRIES INC 409.00 .00 282.50 .00 .00 101.27- 0 009153 P Q CORPORATION 1,723.50 .00 .00 .00 .00 1,220.46 0 018156 P Q CORPORATION .00 .00 27.50- .00 .00 .00 0 022149 P Q CORPORATION .00 .00 .00 185.00- .00 93.36- 0 053290 P Q CORPORATION 28,935.00 .00 190.00 .00 .00 .00
RCP017 A G E D A C C O U N T S R E C E I V A B L E AS OF 4/30/93 CD CUST N A M E 0 - 90 91 - 120 121 - 150 151 - 180 181 - 210 OVER 0 051313 P&D CONTAINERS LIMITED 432.50 .00 .00 .00 .00 .00 0 009473 PABCO PAPER PRODUCTS INC 688.00 .00 .00 .00 .00 .00 0 079852 PACE CHEMICAL INC 7,024.03 .00 .00 .00 935.00 2,217.05 0 070673 PACIFIC ANCHOR CHEMICAL C 27.50 .00 .00 .00 .00 .00 0 088660 PACIFIC COAST .00 154.00 .00 .00 .00 .00 0 006360 PACIFIC INDUSTRIES INC 3,108.00 .00 .00 .00 .00 .00 0 069838 PACIFIC MOLASSES COMPANY .00 .00 .00 .00 247.50- .00 0 087754 PACIFIC PAC INC .00 .00 .00 55.00 .00 .00 0 019295 PACKAGING CORP OF AMERICA 15,116.10 .00 .00 .00 .00 .00 0 066725 PACKAGING CORP OF AMERICA 825.00 .00 .00 .00 .00 .00 0 058874 PACKAGING SERVICES .00 .00 82.50 .00 .00 210.00 0 087712 PAGE CLEANING 55.00 .00 .00 .00 .00 .00 0 066106 PAN AMERICA AIRLINES .00 .00 .00 .00 .00 125.00 0 060220 PANTASOTE COMPANY 3,234.98 .00 .00 .00 .00 .00 0 072322 PANTASOTE COMPANY .00 .00 105.00 .00 .00 137.50 0 088433 PANTECH .00 .00 4,446.00 .00 .00 .00 0 056823 PAPER MANUFACTURERS 305.00 .00 .00 .00 .00 .00 0 085023 PARA AG INC .00 .00 .00 .00 .00 5,716.16 0 060280 PARA CHEMICAL INC .00 .00 180.00 .00 .00 .00 0 085910 PARADIGM LABS 90.00 243.00 .00 .00 .00 .00 0 024163 PARAMOUNT FEED 630.99 .00 .00 .00 .00 .00 0 011345 PARK CHEMICAL COMPANY 4,013.40 .00 .00 .00 .00 .00 0 021430 PARKE DAVIS & COMPANY 165.00 1,698.30 .00 .00 .00 .00 0 005158 PARKER AMCHEM 82.50 .00 .00 .00 .00 .00 0 020941 PARKS CORPORATION 1,906.00 .00 .00 .00 .00 .00 0 028636 PARKS CORPORATION 1,235.00 .00 .00 .00 .00 .00 0 060440 PARKS CORPORATION 4,302.00 .00 .00 .00 .00 .00 0 000240 PASSONNO CORPORATION .00 .00 .00 .00 .00 75.00 0 089549 PATCO 192.50 .00 .00 .00 .00 .00 0 017785 PAULSBORO PACKAGING 55.00 .00 .00 .00 .00 27.50 0 007172 PAULSEN WIRE 5,381.31 .00 .00 .00 .00 .00 0 000644 PAVE MARK 50.00 25.00- .00 .00 .00 .00 0 028464 PCT TRANSPORT INC 363.84 .00 .00 .00 .00 .00 0 068337 PEBRA - PETERBOROUGH 192.50 .00 .00 .00 .00 .00 0 003017 PECTIN .00 .00 .00 .00 .00 1,350.00 0 089459 PEINNACLE OIL 65.00 .00 .00 .00 .00 .00 0 051645 PENCO INC OF LYNDHURST N 26.26 .00 .00 .00 .00 .00 0 008502 PENFORD PRODUCTS CO 2,558.78 .00 .00 .00 .00 .00 0 054395 PENNA POWER & LIGHT CO 840.53 .00 .00 .00 .00 .00 0 062140 PENNA POWER & LIGHT CO 15,193.69 .00 .00 .00 .00 .00 0 085706 PENNTECH CORP 55.00 .00 .00 .00 .00 .00 0 054472 PENNZOIL PRODUCTS CO .00 .00 .00 .00 .00 247.50 0 069887 PENNZOIL PRODUCTS CO 2,037.50 .00 .00 .00 .00 .00 0 070737 PENNZOIL PRODUCTS CO 82.50 .00 .00 .00 .00 .00 0 071344 PENRECO 514.00 .00 .00 .00 .00 .00 0 051090 PENTRON INC 155.75 .00 .00 .00 .00 .00 0 002436 PERDUE INCORPORATED 7,614.51 .00 1,084.48- .00 .00 169.76 0 028310 PERIDOT CHEMICAL COMPANY 172,270.09 .00 .00 .00 .00 4,865.84 0 030735 PERIDOT CHEMICAL COMPANY .00 .00 .00 .00 .00 426.00 0 087497 PERIDOT CHEMICAL COMPANY .00 .00 .00 .00 1,323.44 .00 0 089607 PERKIT FOLDING BOX CORP 40.50 .00 .00 .00 .00 .00
RCP017 A G E D A C C O U N T S R E C E I V A B L E AS OF 4/30/93 CD CUST N A M E 0 - 90 91 - 120 121 - 150 151 - 180 181 - 210 OVER 0 086422 PERMAGILE INDUSTRIES .00 84.00 .00 .00 .00 .00 0 086357 PERRIGO SILICA 275.00 .00 .00 .00 .00 .00 0 086358 PERRIGO SILICA .00 .00 .00 .00 .00 2,196.00- 0 001838 PERVO PAINT COMPANY .00 .00 .00 .00 27.50 545.00 0 021551 PET FOODS INC .00 137.50 .00 .00 .00 .00 0 054126 PETRO CANADA PRODUCTS 1,956.00 .00 210.00 1,302.50 1,202.50 2,858.75 0 089114 PETRO CANADA PRODUCTS 1,907.67 .00 .00 .00 .00 .00 0 006203 PETRO CANADA VENTURES .00 .00 .00 .00 .00 247.50- 0 085258 PETROCEL S A 836.00 .00 .00 .00 .00 .00 0 000373 PETROLITE CORPORATION 31,151.39 150.00 1,032.28 900.08 145.12 1,177.07 0 005098 PETROLITE CORPORATION 33,770.43 .00 .00 .00 .00 968.60 0 021995 PETROLITE CORPORATION 220.00 .00 .00 27.50 .00 192.50 0 067218 PETROLITE CORPORATION 1,031.00 .00 .00 .00 .00 .00 0 072559 PETRON CORPORATION 5,015.52 .00 .00 .00 .00 275.50 0 071541 PETROPLUS 346.87 .00 .00 .00 .00 677.62 0 083884 PETROWAX PA INC .00 .00 .00 .00 .00 3,078.00 0 055345 PFISTER CHEMICAL WORKS .00 .00 .00 52.00 26.00 909.00 0 063180 PFIZER INC 110.00 .00 .00 .00 .00 .00 0 067090 PFIZER INC .00 .00 .00 .00 .00 450.00 0 080463 PFIZER INC .00 .00 .00 .00 .00 125.00 0 055455 PHELPS DODGE CORPORATION 82.50 .00 .00 .00 .00 .00 0 052115 PHIBRO ENERGY INC 27.50 .00 .00 411.00 .00 .00 0 004667 PHIBRO REFINING INC 882.00 .00 .00 .00 .00 .00 0 063510 PHILA ELECTRIC COMPANY 26.26 .00 .00 .00 .00 .00 0 088126 PHILADELPHIA CONVENTION C .00 .00 385.00 275.00 605.00 .00 0 075832 PHILIPS COMPONENTS 1,238.40 .00 .00 .00 .00 .00 0 076148 PHILIPS LIGHTING CORP .00 .00 .00 .00 .00 2,365.00- 0 011199 PHILLIP MORRIS USA 1,425.00 .00 .00 .00 .00 .00 0 055615 PHILLIP MORRIS USA 385.00 .00 .00 .00 .00 275.00 0 062398 PHOENIX PETROLEUM 178.76 .00 .00 .00 .00 .00 0 064110 PHOTO CIRCUIT COMPANY 26.26 .00 .00 .00 .00 338.00- 0 053345 PHTHALCHEM INC 100.00 .00 .00 .00 .00 .00 0 081953 PICKETT ENTERPRISES INC .00 .00 .00 .00 .00 4,103.58 0 060094 PIEDMONT LABS 285.00 .00 .00 .00 .00 .00 0 000797 PIERCE & STEVENS CHEMICAL 15,782.06 .00 .00 .00 .00 .00 0 064210 PIERCE & STEVENS CHEMICAL .00 .00 .00 .00 .00 27.50- 0 063651 PILGRIM INDUSTRIES .00 110.00 55.00 .00 .00 110.00 0 001027 PILOT CHEMICAL COMPANY 137.50 .00 .00 .00 .00 .00 0 001815 PILOT CHEMICAL COMPANY 135.00 .00 .00 .00 .00 .00 0 054204 PILOT CHEMICAL COMPANY 4,980.23 247.50- .00 .00 .00 .00 0 090228 PILOT CHEMICAL COMPANY 55.00 .00 .00 .00 .00 .00 0 066500 PILOT LABORATORIES 27.50 .00 .00 .00 .00 .00 0 027599 PIONEER CHLORALKALI CO IN 156.00 .00 .00 .00 .00 42.60 0 008274 PIONEER PAINT PRODUCTS .00 .00 .00 .00 .00 467.50 0 014546 PIRELLI CABLE CORPORATION .00 .00 .00 .00 .00 68.75 0 051388 PITTSBURGH PENN OIL COMPA 55.00 .00 .00 .00 .00 .00 0 005901 PITTWAY CORPORATION .00 .00 .00 .00 .00 237.50 0 065174 PLACID REFINING CO 2,161.50 .00 .00 .00 .00 .00 0 088148 PLAID ENTERPRISES .00 .00 .00 .00 665.00 .00 0 076839 PLASTIC SPEC & TECH .00 .00 .00 .00 .00 100.00 0 070603 PLASTIC SPEC & TECHNOLOG 302.50 .00 .00 .00 96.00 1,116.00
RCP017 A G E D A C C O U N T S R E C E I V A B L E AS OF 4/30/93 CD CUST N A M E 0 - 90 91 - 120 121 - 150 151 - 180 181 - 210 OVER 0 088008 PLAZE INC. 27.50 .00 .00 .00 .00 .00 0 005752 PMC SPECIALITIES GROUP INC .00 .00 .00 .00 .00 166.00 0 006082 PMC SPECIALITIES GROUP INC 78.00 .00 .00 52.00 .00 250.00 0 006642 PMC SPECIALITIES GROUP INC .00 .00 .00 .00 .00 214.20- 0 009604 PMC SPECIALITIES GROUP INC .00 27.50 .00 .00 .00 374.50 0 073970 PMC SPECIALITIES GROUP INC .00 .00 .00 .00 .00 625.00 0 006773 POLIOLES 260.00 .00 .00 .00 .00 .00 0 063086 POLIOLES 8,660.50 .00 .00 .00 .00 .00 0 061874 POLLIO DIARY PRODUCTS 25.00 .00 .00 .00 .00 .00 0 022041 POLY CHEM INC .00 .00 .00 .00 .00 600.65- 0 065060 POLYCAST TECHNOLOGY CORP 68.75 151.25 .00 .00 .00 .00 0 081555 POLYCHROME CORPORATION 1,974.05 .00 .00 .00 .00 .00 0 080546 POLYCON INDUSTRIES 55.00 .00 .00 .00 .00 .00 0 003604 POLYFILMS INC 220.00 .00 .00 .00 .00 735.00 0 002596 POLYMER DEVELOPMENT LABS 280.00 .00 .00 .00 .00 .00 0 080507 POLYSAR RUBBER SERVICES 398.40 32.10 .00 .00 .00 .00 0 069062 POLYSAT INC 5,250.50 .00 .00 141.50 216.50 2,678.50 0 068853 POLYTEX ENVIRONMENTAL INK .00 .00 .00 .00 .00 50.00 0 028622 POLYTHANE SYSTEMS INC 180.00 .00 .00 .00 .00 926.77- 0 009637 POLYTOP 5,647.73 .00 .00 .00 .00 346.00 0 087509 POPE & TALBOT INC 2,950.00 .00 .00 .00 .00 .00 0 087281 PORCELAIN INDUSTRIES INC 272.00 .00 .00 .00 .00 .00 0 005983 POTLATCH CORPORATION 5,977.55 .00 .00 .00 .00 .00 0 008224 PPG INDUSTRIES INC 2,849.01 .00 .00 .00 .00 50.00 0 071043 PRECISION CASTPARTS CORP .00 27.50 .00 .00 55.00 .00 0 082889 PRECISION FABRICS GROUP 96.25 .00 .00 .00 .00 .00 0 089125 PREMIER INDUSTRIES CORP .00 192.50 .00 .00 .00 .00 0 065830 PREMIX INC 2,561.45 .00 .00 .00 .00 295.50 0 086929 PRIDE SOLVENTS & CHEM CO .00 .00 .00 .00 104.00 .00 0 009814 PRILLAMAN CHEMICAL CORP .00 165.00 .00 .00 .00 .00 0 086178 PRILLAMAN CHEMICAL CORP 1,924.00 .00 .00 .00 .00 .00 0 086224 PRILLAMAN CHEMICAL CORP .00 .00 .00 110.00- .00 .00 0 085230 PRIMARY RECOVERY CORP 1,796.00 .00 .00 .00 .00 .00 0 089980 PRIORITY TRANSPORTATION 697.00 .00 .00 .00 .00 .00 0 083883 PRO PAC .00 .00 .00 .00 .00 40,664.58 0 088509 PROCTER & GAMBLE DE MEXIC .00 .00 .00 1,215.00 .00 .00 0 001303 PROCTER & GAMBLE MFG CO 1,826.00 .00 .00 .00 .00 780.00 0 011800 PROCTER & GAMBLE MFG CO 715.00 .00 .00 .00 .00 .00 0 020435 PROCTER & GAMBLE MFG CO 2,636.68 .00 .00 .00 .00 .00 0 050787 PROCTER & GAMBLE MFG CO 32,089.10 36.00- 3,652.52 .00 736.00 23.00- 0 065910 PROCTER & GAMBLE MFG CO 44,389.04 257.16 .00 .00 .00 387.80 0 065940 PROCTER & GAMBLE MFG CO 392.38 .00 .00 .00 .00 .00 0 065960 PROCTER & GAMBLE MFG CO .00 .00 .00 407.00 .00 .00 0 066060 PROCTER & GAMBLE MFG CO 25,661.55 6,253.94 30.00- 448.80 79.64- 11,937.45 0 072571 PROCTER & GAMBLE MFG CO .00 .00 .00 .00 .00 220.00 0 075957 PROCTER & GAMBLE MFG CO 1,361.35 .00 .00 .00 .00 .00 0 083295 PROCTER & GAMBLE MFG CO 37,200.00 .00 .00 .00 .00 53,400.00 0 087836 PROCTER & GAMBLE MFG CO 4,650.45 .00 .00 .00 .00 .00 0 089229 PROCTER & GAMBLE MFG CO .00 45.00 .00 .00 .00 .00 0 074838 PROCTOR & GAMBLE CELLULOS 14,505.00 27.50 .00 .00 .00 .00 0 085451 PROD, IND, DE PLOMO SA DE 26,418.25 .00 .00 .00 .00 .00
RCP017 A G E D A C C O U N T S R E C E I V A B L E AS OF 4/30/93 CD CUST N A M E 0 - 90 91 - 120 121 - 150 151 - 180 181 - 210 OVER 0 063181 PROVOST CARTAGE .00 .00 .00 .00 .00 1,271.17 0 085969 PSI CHEMICALS 737.00 .00 .00 .00 .00 .00 0 066220 PUBLIC SERV ELEC & GAS 183.82 .00 137.50 .00 412.50 1,977.50 0 010346 PUERTO RICAN MARINE MGMT .00 .00 .00 .00 .00 2,876.44 0 055127 PUROLITE 45.00 .00 .00 .00 .00 180.00 0 000032 PVS CHEMICALS INC 67,058.38 50.00 1,401.41 4,904.22 6,118.55 1,199.40 0 014286 PVS CHEMICALS INC 3,243.20 .00 .00 .00 .00 10,905.33 0 054965 PVS CHEMICALS INC 25,483.00 .00 102.00 482.28 125.00 4,186.47 0 012574 PVS NOLWOOD CHEMICAL INC 5,077.83 .00 .00 .00 841.14 .00 0 083903 PVS TECHNOLOGIES 36,812.77 406.34 .00 .00 1,612.86 716.16 0 067220 Q O CHEMICALS INC 19,537.79 532.50 150.00 200.00 425.00 473.00 0 071195 Q O CHEMICALS INC 6,736.00 .00 .00 .00 .00 .00 0 087640 QUADRO CORPORATION 5,712.50 .00 .00 .00 .00 .00 0 006734 QUADRANT CHEMICAL CO 3,150.00 .00 .00 .00 .00 579.90 0 057595 QUAKER CHEMICAL CORP 14,125.60 51.50 .00 .00 .00 .00 0 067180 QUAKER STATE CORPORATION 9,978.80 .00 .00 .00 .00 .00 0 057514 QUAKER SUPREME .00 .00 .00 .00 .00 55.00 0 066456 QUALA SYSTEMS INC 3,650.00 .00 .00 .00 .00 .00 0 085029 QUALA SYSTEMS INC 6,291.00 225.00 .00 .00 .00 .00 0 087388 QUALA SYSTEMS INC 675.00 .00 .00 .00 .00 .00 0 089043 QUALA SYSTEMS INC 450.00 .00 .00 .00 .00 .00 0 089223 QUALA SYSTEMS INC 6,137.50 .00 .00 .00 .00 .00 0 089225 QUALA SYSTEMS INC 2,962.50 .00 .00 .00 .00 .00 0 089226 QUALA SYSTEMS INC 10,362.50 .00 .00 .00 .00 .00 0 089227 QUALA SYSTEMS INC 455.50- .00 .00 .00 .00 .00 0 089231 QUALA SYSTEMS INC 14,745.00 .00 .00 .00 .00 .00 0 089233 QUALA SYSTEMS INC 50.00 .00 .00 .00 .00 .00 0 089235 QUALA SYSTEMS INC 7,775.00 .00 .00 .00 .00 .00 0 089475 QUALA SYSTEMS INC 225.00 .00 .00 .00 .00 .00 0 089547 QUALA SYSTEMS INC 15,774.50 .00 .00 .00 .00 .00 0 089725 QUALA SYSTEMS INC 1,146.00 .00 .00 .00 .00 .00 0 089728 QUALA SYSTEMS INC 287.50 .00 .00 .00 .00 .00 0 089857 QUALA SYSTEMS INC 10,748.25 .00 .00 .00 .00 .00 0 089858 QUALA SYSTEMS INC 330.00 .00 .00 .00 .00 .00 0 089903 QUALA SYSTEMS INC 197.00 .00 .00 .00 .00 .00 0 023203 QUALITY CHEMICALS .00 .00 .00 55.00 .00 .00 0 055074 QUALITY CHEMICALS .00 .00 .00 .00 .00 174.00 0 051615 QUANTUM CHEMICAL CORP 165.00 .00 .00 .00 .00 .00 0 084610 QUANTUM CHEMICAL CORP 625.00 250.00 125.00 250.00 .00 .00 0 070492 QUEBEC AND ONTATIO PAPER 2,030.86 .00 .00 .00 .00 .00 0 088197 QUEBEC PIGMENTS 110.00 .00 .00 .00 .00 .00 0 003776 QUIMICA IND DEL NORTE SA .00 .00 .00 .00 .00 7,494.33 0 075517 QUIMOBASICOS S.A. DE C. V. .00 .00 .00 .00 .00 2,797.11 0 006766 QUIMOBASICOS S.A. DE C. V. 280.00 .00 .00 .00 .00 .00 0 073339 QUINCY COMPRESSOR 5,797.00 .00 .00 .00 .00 .00 0 005642 R & F COAL COMPANY .00 .00 745.45 .00 .00 .00 0 022836 R M INDUSTRIES .00 27.50 .00 .00 .00 .00 0 019883 R MAX 110.00 .00 .00 .00 .00 .00 0 086639 RAANI CORPORATION .00 .00 .00 .00 .00 1,697.70 0 086169 RADCURE 302.50 .00 .00 .00 .00 .00 0 090121 RADCURE SPECIALTIES INC 5,496.00 .00 .00 .00 .00 .00
RCP017 A G E D A C C O U N T S R E C E I V A B L E AS OF 4/30/93 CD CUST N A M E 0 - 90 91 - 120 121 - 150 151 - 180 181 - 210 OVER 0 057955 RADIATOR SPECIALTY CO 90.00 .00 .00 .00 .00 .00 0 088687 RAIL SERVICE INC 169.00 524.00 .00 .00 .00 .00 0 067476 RAISIO INC .00 .00 90.00 .00 .00 55.00 0 067700 REA MAGNET WIRE CO INC 7,269.00 .00 .00 .00 .00 .00 0 058432 REACTION PRODUCTS COMPANY 963.82 .00 .00 .00 .00 .00 0 012628 REAGENT CHEMICAL COMPANY .00 .00 .00 .00 .00 392.00 0 089026 RECKITT & COLMAN .00 21.40- .00 .00 .00 .00 0 080919 RECKITT & COLMAN HOUSEHOL 5,156.50 .00 .00 .00 .00 .00 0 007282 RECOCHEM INC .00 .00 .00 .00 .00 127.50 0 051205 RECOCHEM INC .00 .00 .00 .00 .00 36.78 0 088106 RECOVERY SYSTEMS .00 .00 .00 .00 .00 3,763.75 0 004482 RED SPOT WESTLAND INC 165.00 .00 .00 137.50 .00 150.00 0 087397 REDMONT SA DE CV 19,745.00 .00 .00 .00 .00 .00 0 068200 REFINED SUGARS INC 165.00 548.00 .00 .00 .00 .00 0 087100 REGAL MARINE INDUSTRIES I .00 .00 .00 .00 .00 27.50 0 022246 REGALITE PLASTICS CORP .00 .00 .00 .00 .00 36.00 0 006628 REGIONAL ENTERPRISES 27.50 .00 .00 .00 27.50 .00 0 004430 REICHHOLD CHEMICAL COMPAN 843.52 .00 .00 .00 .00 .00 0 000561 REICHHOLD CHEMICAL COMPANY 1,785.65 .00 .00 .00 .00 723.65- 0 004437 REICHHOLD CHEMICAL COMPANY .00 .00 .00 .00 .00 900.25 0 006660 REICHHOLD CHEMICAL COMPANY 814.84 .00 .00 .00 .00 .00 0 063085 REICHHOLD CHEMICAL COMPANY .00 .00 .00 .00 .00 682.00 0 068490 REICHHOLD CHEMICAL COMPANY 2,914.92 .00 .00 .00 .00 .00 0 070310 REICHHOLD CHEMICAL COMPANY .00 .00 .00 .00 .00 96.00 0 070510 REICHHOLD CHEMICAL COMPANY 1,137.34 .00 .00 55.00 .00 .00 0 073978 REICHHOLD CHEMICAL COMPANY .00 .00 .00 .00 55.00 175.00 0 075254 REICHHOLD CHEMICAL COMPANY .00 .00 .00 .00 .00 825.00 0 077216 REICHHOLD CHEMICAL COMPANY 3,077.50 .00 .00 .00 .00 3,082.50 0 089521 REICHHOLD CHEMICALS INC 55.00 .00 .00 .00 .00 .00 0 068610 REILLY INDUSTRIES INC 708.25 .00 .00 .00 .00 .00 0 068700 REILLY WHITEMAN INC 3,560.00 .00 52.00 .00 .00 .00 0 077422 REILLY WHITEMAN INC 8,669.00 2,025.00 625.00 929.75 .00 625.00 0 021083 RELIANCE UPHOLSTERY CO 45.00 .00 .00 .00 .00 .00 0 055707 REMALY RUEL COMPANY 125.68 .00 .00 .00 .00 .00 0 082087 REMARC CHEMICAL COMPANY 1,033.00 .00 .00 .00 .00 .00 0 004451 RENOSOL CORPORATION 245.00 .00 165.00 .00 .00 .00 0 089162 RENTAL UNIFORM SERVICE .00 27.50 .00 .00 .00 .00 0 085467 REPROCELL PULP & PAPER 660.00 .00 .00 .00 .00 .00 0 089432 REPUBLIC ENVIRONMENTAL SY 302.50 .00 .00 .00 .00 .00 0 085322 RESEARCH OIL COMPANY .00 .00 .00 330.00 .00 .00 0 026619 RESIN TECHNOLOGY INC 90.00 .00 .00 .00 .00 .00 0 009459 RESINALL INC .00 .00 .00 55.00 .00 .00 0 016915 RESINALL INC .00 .00 .00 .00 .00 165.00 0 068980 REVLON PROFESSIONAL PRODU 1,666.70 .00 .00 .00 .00 619.50 0 002707 REYNOLDS METALS COMPANY 756.00 .00 .00 .00 .00 .00 0 069010 REYNOLDS METALS COMPANY .00 .00 27.50 .00 .00 .00 0 001078 RHONE POULENC BASIC CHEMI 600.00 .00 240.00 .00 .00 275.00 0 000531 RHONE POULENC CHEMICAL 3,812.00 .00 .00 .00 .00 317.50 0 001017 RHONE POULENC CHEMICAL 3,797.50 247.50 .00 82.50 1,021.60 11,156.70- 0 001527 RHONE POULENC CHEMICAL 2,855.25 .00 .00 .00 .00 357.50- 0 004760 RHONE POULENC CHEMICAL 6,860.25 .00 192.50 63.50 .00 1,085.00
RCP017 A G E D A C C O U N T S R E C E I V A B L E AS OF 4/30/93 CD CUST N A M E 0 - 90 91 - 120 121 - 150 151 - 180 181 - 210 OVER 0 005802 RHONE POULENC CHEMICAL 27.50 .00 .00 .00 .00 .00 0 006426 RHONE POULENC CHEMICAL .00 .00 .00 .00 .00 356.50 0 007936 RHONE POULENC CHEMICAL 2,241.00 .00 .00 .00 .00 432.50 0 008471 RHONE POULENC CHEMICAL 177.00 .00 .00 .00 .00 .00 0 027596 RHONE POULENC CHEMICAL 8,501.23 .00 .00 26.00 .00 .00 0 056840 RHONE POULENC CHEMICAL 2,411.00 .00 .00 .00 .00 .00 0 064806 RHONE POULENC CHEMICAL .00 275.00 .00 .00 .00 799.00- 0 065450 RHONE POULENC CHEMICAL 121,950.64 1,956.50 327.50 642.82 642.82 228.50 0 069170 RHONE POULENC CHEMICAL 7,746.00 4,500.00 .00 .00 .00 .00 0 077159 RHONE POULENC CHEMICAL 1,668.50 3,025.50 .00 .00 .00 502.50- 0 083043 RHONE POULENC CHEMICAL 55.00 .00 .00 .00 .00 .00 0 085098 RHONE POULENC CHEMICAL 1,560.00 .00 .00 .00 .00 .00 0 085530 RHONE POULENC CHEMICAL 360.00 .00 .00 .00 .00 .00 0 086100 RHONE POULENC CHEMICAL 13,927.21 .00 .00 1,205.40 577.40 1,757.03 0 086347 RHONE POULENC CHEMICAL 609.00 .00 .00 .00 .00 .00 0 086700 RHONE POULENC CHEMICAL 560.16 .00 .00 62.50 .00 .00 0 086706 RHONE POULENC CHEMICAL 1,646.30 .00 .00 .00 .00 .00 0 007670 RHONE POULENC CHEMICAL BA 5,527.28 1,097.70 .00 78.00- .00 1,938.00- 0 012887 RHONE POULENC SPECIALITIE 9,273.23 .00 .00 .00 .00 27.50- 0 074065 RHONE POULENC SPECIALTY C 2,095.50 .00 .00 .00 .00 .00 0 001000 RHONE POULENC SURFACTANTS 2,161.00 90.00 .00 .00 577.50 132.20 0 008779 RICHARDS PAINT MFG CO .00 .00 .00 300.00 .00 82.50 0 078729 RIMTEC 2,460.00 0.00 0.00 0.00 0.00 0.00 0 061389 RINCHEM COMPANY INC 55.00 0.00 0.00 0.00 0.00 0.00 0 006741 RIO GRANDE FORWARDING 2,350.00 .00 .00 .00 .00 .00 0 086107 RIO GRANDE FORWARDING 2,000.00 .00 360.00 .00 .00 .00 0 078330 RISTANCE COMPOUNDS .00 .00 .00 .00 55.00 .00 0 084624 RITA CORP 420.00 .00 .00 .00 .00 .00 0 076369 RIVERHEAD TRANSIT MIX COR .00 .00 .00 .00 .00 40.00 0 057330 ROBINSON CHEMICAL COMPANY .00 .00 .00 .00 .00 4,047.45 0 074884 ROCHESTER GAS & ELECTRIC 55.00 .00 .00 .00 .00 .00 0 019566 ROCHESTER PRODUCTS .00 .00 .00 .00 110.00 .00 0 080826 ROCKLAND COUNTY SEWER DIS .00 .00 .00 .00 .00 150.00 0 065364 RODCO INTERNATIONAL 19,119.09 810.00 1,080.00 130.00 .00 710.00 0 089429 ROHM & HASS CANADA INC 4,993.62 .00 .00 .00 .00 .00 0 059435 ROHM & HASS COMPANY .00 90.00 .00 .00 .00 30.00- 0 059515 ROHM & HASS COMPANY 142.00 .00 .00 .00 .00 .00 0 059565 ROHM & HASS COMPANY 552.00 .00 .00 .00 .00 .00 0 066140 ROHM & HASS COMPANY 125.00 .00 .00 .00 .00 .00 0 070320 ROHM & HASS COMPANY 199,375.81 1,058.35 164.00- 47.58 .00 3,988.06 0 077435 ROHM & HASS COMPANY 128.40 .00 .00 .00 .00 .00 0 080960 ROHM & HASS COMPANY 126,342.53 1,702.76 1,079.00- 1,110.00 2,171.00- 5.00- 0 087500 ROHM & HASS COMPANY 278,346.62 .00 2,716.00- 3,568.00- .00 3,433.00 0 087501 ROHM & HASS COMPANY 4,170.25 .00 .00 .00 75.00- 446.00- 0 087502 ROHM & HASS COMPANY 78.00 .00 .00 .00 .00 .00 0 088352 ROHM & HASS COMPANY 700.50 .00 110.00 .00 .00 .00 0 089211 ROHM & HASS COMPANY 1,700.50 .00 .00 .00 .00 .00 0 077852 ROLLAND INC .00 .00 .00 .00 .00 6,970.00 0 002653 ROLLINS ENVIRONMENTAL SER .00 .00 .00 .00 .00 5,138.00 0 055110 ROLLINS ENVIRONMENTAL SER 1,960.00 .00 .00 .00 .00 .00 0 008467 ROMIC CHEMICAL COMPANY 55.00 .00 .00 .00 .00 .00
RCP017 A G E D A C C O U N T S R E C E I V A B L E AS OF 4/30/93 CD CUST N A M E 0 - 90 91 - 120 121 - 150 151 - 180 181 - 210 OVER 0 072504 ROMIC CHEMICAL COMPANY 3,284.00 .00 .00 .00 .00 .00 0 020762 ROSCOM 27.50 27.50 .00 27.50 .00 82.50 0 056177 ROTONDO-PENN CAST .00 .00 .00 150.00 .00 20.00 0 058816 ROUGE STEEL COMPANY 1,806.40 .00 .00 .00 .00 .00 0 088518 ROUTE 85 LUMBER .00 .00 .00 42.00 .00 .00 0 077914 ROY BROTHERS INC 212.00 .00 .00 .00 .00 .00 0 004317 ROYAL CHEMICAL COMPANY 300.00 100.00 200.00 100.00 125.00 727.00 0 064899 ROYAL CROWN BOTTLING COMPANY .00 110.00 .00 .00 .00 .00 0 013648 ROYCE ASSOCIATES 704.00- .00 .00 .00 .00 .00 0 023318 RUBATEX INCORPORATED .00 .00 .00 .00 .00 1,204.55- 0 075802 RUBBERMAID INC 82.50 .00 .00 .00 .00 .00 0 071020 RUBICON CHEMICAL INC 60,638.43 .00 .00 938.00 .00 .00 0 070960 RUCO POLYMER CORPORATION 43,972.40 .00 .00 .00 .00 82.50 0 005838 RUETGERS NEASE CHEMICAL 1,594.00 .00 .00 .00 .00 .00 0 019924 RUETGERS NEASE CHEMICAL 2,071.00 .00 .00 .00 .00 .00 0 056420 RUETGERS NEASE CHEMICAL 44,003.53 .00 .00 .00 .00 20.00 0 063436 RUSH TRUCKING .00 .00 .00 .00 .00 100.00 0 006394 S & S CHEMICAL COMPANY .00 .00 .00 .00 .00 172.00 0 067024 S A B H 165.00 .00 .00 .00 .00 .00 0 052005 S A DAY MFG CO INC 3,325.61 .00 .00 .00 .00 .00 0 005238 S C JOHNSON & SON INC 165.00 .00 .00 55.00 .00 55.00 0 003234 S C M CORPORATION 2,023.00 .00 .00 .00 .00 .00 0 022130 S C M ORGANIC CHEMICALS .00 .00 23.00 .00 .00 373.00 0 004699 S D WARREN COMPANY 27,068.00 .00 .00 .00 .00 .00 0 051892 S D WARREN COMPANY 1,855.00 721.39 .00 .00 .00 1,602.96 0 001265 S L GILLMAN PAINT CO 6,755.00 .00 .00 .00 .00 2,073.00 0 077112 S S T CORPORATION 440.00 .00 .00 .00 .00 450.00 0 089196 SABIC MARKETING AMERICAS 275.00 .00 .00 .00 .00 .00 0 002052 SAFETY KLEEN CORPORATION 53,874.68 9,884.38 .00 .00 .00 695.30- 0 013047 SAFETY KLEEN CORPORATION 137.50 330.00 .00 .00 .00 1,027.25 0 062361 SAFETY KLEEN CORPORATION 570.00 .00 .00 .00 68.75 747.50 0 071758 SAFETY KLEEN CORPORATION .00 .00 .00 .00 .00 102.50 0 074012 SAFETY KLEEN CORPORATION .00 .00 .00 .00 .00 445.00 0 074773 SAFETY KLEEN CORPORATION 13,058.00 556.00 527.50 510.00 147.50 18,671.00 0 089069 SAFETY KLEEN CORPORATION 1,669.50 3,408.60 .00 .00 .00 .00 0 073226 SAN MATEO FORWARDING INC 840.00 .00 .00 .00 .00 .00 0 086925 SANCAP ABRASIVES 557.00 .00 .00 .00 .00 .00 0 086796 SANDOZ AGRO INC 4,041.05 .00 .00 .00 .00 .00 0 005364 SANDOZ CHEMICALS CORP 200.00 .00 .00 .00 .00 .00 0 058041 SANDOZ CHEMICALS CORP 880.50 .00 .00 .00 .00 .00 0 065587 SANDOZ CHEMICALS CORP 599.15 .00 .00 .00 .00 .00 0 076400 SANDOZ CHEMICALS CORP 595.50 .00 .00 .00 .00 337.00 0 019501 SANITARY SOAP COMPANY 135.00 .00 .00 .00 .00 .00 0 084817 SARA LEE KNIT PRODUCTS .00 .00 .00 .00 .00 472.00- 0 079942 SARTOMER COMPANY 2,643.00 1,237.50 .00 .00 .00 729.52 0 078321 SATTELITE INT'L SUPPLY INC .00 .00 .00 .00 .00 180.00 0 080267 SATURN CORPORATION CENTER .00 .00 .00 .00 .00 797.50 0 071660 SAYLES BILTMORE BLEACHERY .00 .00 .00 .00 .00 348.16- 0 003416 SCHENECTADY INTERNATIONAL 165.00 .00 .00 .00 .0 390.56 0 005019 SCHENECTADY INTERNATIONAL 4,183.50 .00 .00 .00 .00 1,561.29 0 071900 SCHENECTADY INTERNATIONAL 10,695.40 82.50 .00 192.50 55.45 1,996.50
RCP017 A G E D A C C O U N T S R E C E I V A B L E AS OF 4/30/93 CD CUST N A M E 0 - 90 91 - 120 121 - 150 151 - 180 181 - 210 OVER 0 060879 SCHULLER INTERNATIONAL .00 .00 .00 .00 .00 1,471.87 0 083272 SCM CHEMICALS .00 1,652.00 2,036.00 .00 .00 .00 0 060109 SCOT LUBRICANTS .00 .00 48.00 .00 .00 120.00 0 010540 SCOTFORD/CO/SHELLL CANADA 6,607.50 .00 .00 .00 .00 .00 0 056207 SCOTT LABS INC 302.50 .00 .00 .00 .00 .00 0 089430 SCOTT PAPER CO 2,480.60 .00 .00 .00 .00 .00 0 026424 SCOTT PAPER COMPANY 2,435.30 220.00 .00 .00 766.02 5,795.81 0 084731 SEA-PRO BOATS INC 150.00 .00 .00 .00 .00 .00 0 005066 SEALED AIR CORPORATION 137.50 .00 .00 .00 .00 27.50- 0 073620 SEALMASTER MANUFACTURING 1,635.00 .00 .00 .00 .00 .00 0 053493 SEALRIGHT COMPANY INC 120.00 .00 .00 .00 .00 .00 0 067562 SEELER INDUSTRIES 3,067.00 .00 .00 .00 .00 .00 0 085738 SEGO .00 .00 .00 .00 .00 381.40 0 056251 SELECTIVE COATINGS INC 1,692.00 .00 .00 .00 .00 .00 0 078125 SERVICE COATINGS INC 440.00 27.50 55.00 .00 .00 .00 0 057880 SERVICES TMG .00 .00 .00 .00 .00 217.63- 0 085163 SFPP L T 1,536.33 .00 .00 .00 .00 .00 0 001442 SHAKESPEARE COMPANY 27.50 137.50 205.00 .00 .00 .00 0 078937 SHANNON CHEMICAL CORP .00 .00 .00 .00 27.50 385.50 0 002778 SHARON TUBE COMPANY 253.78 .00 .00 .00 253.78 .00 0 063539 SHEBOYGAN PAINT CO INC 906.35 .00 .00 .00 .00 .00 0 076642 SHELL CANADA 2,998.25 .00 .00 .00 .00 .00 0 016629 SHELL CHEMICAL COMPANY 1,800.50 .00 .00 .00 .00 .00 0 063357 SHELL CHEMICAL COMPANY 10,994.86 .00 .00 3,245.70 .00 751.00 0 073550 SHELL CHEMICAL COMPANY .00 .00 .00 .00 .00 1,279.00 0 073640 SHELL CHEMICAL COMPANY 137.50 .00 .00 .00 .00 900.00 0 073780 SHELL CHEMICAL COMPANY 58,117.57 .00 .00 .00 69.90 1,430.76 0 073830 SHELL CHEMICAL COMPANY 165.00 .00 .00 .00 .00 .00 0 074394 SHELL CHEMICAL COMPANY 302.50 .00 .00 .00 .00 577.50 0 077088 SHELL CHEMICAL COMPANY .00 .00 .00 .00 .00 3,769.99 0 078484 SHELL CHEMICAL COMPANY 397.00 .00 .00 .00 .00 .00 0 081341 SHELL CHEMICAL COMPANY 672.00 .00 .00 .00 .00 .00 0 089676 SHELL CHEMICAL COMPANY 4,994.00 .00 .00 .00 .00 .00 0 014020 SHELL DEVELOPMENT COMPANY 2,845.60 220.00 .00 .00 .00 185.00- 0 000712 SHELL OIL COMPANY 3,131.50 74,209.25 1,267.50 .00 55.00 .00 0 002769 SHELL OIL COMPANY .00 .00 .00 .00 990.86- .00 0 020865 SHELL OIL COMPANY 622.83 .00 .00 .00 .00 .00 0 022501 SHELL OIL COMPANY 1,467.92 .00 .00 .00 .00 .00 0 054721 SHELL OIL COMPANY .00 .00 .00 .00 .00 1,707.64 0 056616 SHELL OIL COMPANY .00 2,719.30- .00 .00 .00 .00 0 064591 SHELL OIL COMPANY .00 .00 .00 .00 .00 4,077.00 0 067075 SHELL OIL COMPANY 1,485.00 .00 .00 .00 .00 .00 0 071413 SHELL OIL COMPANY .00 .00 55.00 .00 .00 .00 0 072452 SHELL OIL COMPANY 3,311.89 .00 .00 .00 .00 .00 0 073530 SHELL OIL COMPANY 3,234.00 .00 .00 .00 .00 .00 0 073760 SHELL OIL COMPANY 26,298.35 .00 .00 .00 .00 .00 0 075337 SHELL OIL COMPANY 2,397.00 .00 .00 .00 .00 75.00 0 076581 SHELL OIL COMPANY 5,365.00 .00 .00 .00 .00 .00 0 078048 SHELL OIL COMPANY 39,516.38 6,359.74 .00 .00 2,566.00 1,328.00 0 081351 SHELL OIL COMPANY 7,254.00 .00 .00 .00 .00 .00 0 050636 SHELL WESTERN E & P INC .00 .00 .00 45.00 .00 .00
RCP017 A G E D A C C O U N T S R E C E I V A B L E AS OF 4/30/93 CD CUST N A M E 0 - 90 91 - 120 121 - 150 151 - 180 181 - 210 OVER 0 055319 SHELL WESTERN E & P INC .00 2,606.32 .00 .00 .00 .00 0 073800 SHENANGO INC 3,128.60 .00 .00 .00 .00 .00 0 073720 SHEPHERD CHEMICAL COMPANY 1,180.88 .00 .00 .00 .00 .00 0 004754 SHEREX CHEMICAL COMPANY 2,097.00 .00 .00 .00 .00 .00 0 053960 SHERMAN HEATING OIL .00 .00 .00 .00 .00 245.25- 0 008303 SHERWIN WILLIAMS COMPANY 247.50 .00 .00 .00 .00 .00 0 009175 SHERWIN WILLIAMS COMPANY 330.00 .00 .00 .00 .00 .00 0 020436 SHERWIN WILLIAMS COMPANY 612.50 .00 .00 .00 .00 36.67 0 022090 SHERWIN WILLIAMS COMPANY 632.50 .00 .00 .00 .00 .00 0 050665 SHERWIN WILLIAMS COMPANY 110.00 .00 .00 .00 .00 .00 0 073740 SHERWIN WILLIAMS COMPANY 161.50 .00 .00 .00 .00 805.00 0 073940 SHERWIN WILLIAMS COMPANY 687.50 .00 135.00 .00 55.00 392.50 0 083645 SHERWIN WILLIAMS CO 90.00 .00 .00 .00 .00 .00 0 018868 SHERWOOD MEDICAL INDUSTRI 55.00 .00 .00 .00 .00 .00 0 065130 SHINTECH 4,088.00 .00 .00 .00 292.00 .00 0 056088 SHRIEVE CHEMICAL COMPANY 1,339.50 .00 .00 .00 .00 .00 0 051274 SHU CHEM INC 160.00 40.00 .00 .00 .00 .00 0 080156 SICO INC .00 .00 .00 .00 527.51 323.68 0 054665 SIDNEY COAL COMPANY 110.00 55.00 .00 .00 .00 1,688.00 0 022154 SILGAN PLASTICS CORP 3,787.24 .00 .00 .00 .00 .00 0 090174 SIMPLOT SOILBUILDERS 120.00 .00 .00 .00 .00 .00 0 007596 SIMPSON PAPER COMPANY 27.50 .00 .00 .00 .00 .00 0 016111 SIMPSON PAPER COMPANY 52.52 .00 .00 .00 .00 .00 0 082507 SIMS WAREHOUSE 55.00 .00 .00 .00 .00 .00 0 063015 SLACK CHEMICAL COMPANY 27.50 .00 .00 .00 .00 .00 0 065747 SLOSS INDUSTRIES CORP .00 .00 .00 .00 .00 165.00 0 087930 SNOWDEN ENTERPRISES .00 .00 .00 .00 .00 340.80 0 050401 SNPE NORTH AMERICA INC 285.50 .00 .00 .00 .00 .00 0 013295 SOCO WESTERN CHEM CORP 82.50 .00 27.50- 27.50- .00 .00 0 024660 SOFECIA S A .00 .00 .00 .00 .00 180.00 0 086630 SOFECIA S A .00 .00 .00 .00 .00 786.00 0 087606 SOFECIA S A 2,673.00 2,621.54 .00 .00 475.00 .00 0 022874 SOLLIDAY OIL COMPANY .00 .00 .00 .00 .00 168.60- 0 089084 SOLVAY AUTOMOTIVE 1,994.42 .00 .00 .00 .00 .00 0 089796 SOLVAY MINERALS 180.00 .00 .00 .00 .00 .00 0 002551 SOLVENTS & CHEMICALS .00 .00 .00 .00 .00 126.00 0 084954 SOLVENTS & CHEMICALS INC .00 .00 .00 .00 .00 188.00 0 023215 SOLVOX MFG COMPANY .00 .00 .00 2,052.00 .00 .00 0 061785 SONOCO PRODUCTS COMPANY 1,496.80 .00 .00 .00 .00 .00 0 067070 SONOCO PRODUCTS COMPANY 1,367.95 .00 .00 .00 .00 .00 0 088854 SONOCO PRODUCTS COMPANY .00 .00 137.50 .00 .00 .00 0 066946 SONY MAGETIC PRODUCTS INC 585.00 .00 .00 .00 .00 .00 0 053389 SORG PAPER COMPANY 3,566.22 .00 .00 .00 .00 .00 0 000101 SOUTEX WORKS 110.00 .00 .00 .00 .00 .00 0 009544 SOUTH ATLANTIC SERVICES 3,065.99 .00 .00 .00 .00 .00 0 076530 SOUTH COAST TERMINALS 82.50 .00 .00 .00 .00 .00 0 076660 SOUTHCHEM INCORPORATED 3,677.60 .00 .00 .00 .00 .00 0 002089 SOUTHDOWN ENVIRONMENTAL S 8,397.98 .00 .00 .00 .00 664.00- 0 086299 SOUTHERN CALIF EDISON 385.00 .00 .00 .00 .00 .00 0 085219 SOUTHERN CALIF EDISON CO 707.40 .00 .00 .00 .00 .00 0 012689 SOUTHERN COATINGS & CHEM 137.50 .00 .00 .00 .00 .00
RCP017 A G E D A C C O U N T S R E C E I V A B L E AS OF 4/30/93 CD CUST N A M E 0 - 90 91 - 120 121 - 150 151 - 180 181 - 210 OVER 0 085979 SOUTHERN COTTON OIL 593.00 .00 .00 .00 .00 .00 0 071625 SOUTHERN COUNTIES OIL CO 3,304.50 .00 .00 .00 .00 .00 0 075010 SOUTHERN MERCERIZING 353.89 .00 .00 .00 .00 .00 0 063150 SOUTHERN PACIFIC TRANS CO .00 .00 521.00 .00 .00 .00 0 053065 SOUTHWEST DISTRIBUTING 220.00 .00 .00 .00 .00 .00 0 023669 SOUTHWEST SOLVENTS & CHEM 2,261.45 .00 .00 .00 .00 145.50 0 080875 SPADARO INTERNATIONAL SER .00 .00 .00 .00 .00 155.00 0 065611 SPARTAN ADHESIVES 55.00 .00 .00 .00 .00 .00 0 002264 SPAULDING COMPOSITES CO I .00 .00 .00 2,471.00 .00 .00 0 063270 SPECIALTY MINTERALS INC. 165.00 .00 .00 .00 .00 .00 0 089014 SPINIELLO LIMITED INC .00 .00 137.50 .00 .00 .00 0 071380 ST JOE PAPER COMPANY .00 .00 .00 .00 .00 6,210.00 0 003765 ST LAWRENCE CHEMICAL LTD 110.00 .00 27.50 110.00 .00 577.50 0 005482 ST LAWRENCE CHEMICAL LTD 82.50 .00 .00 .00 .00 .00 0 065709 ST LAWRENCE CHEMICAL LTD 192.50 .00 .00 .00 .00 481.04 0 064215 ST LAWRENCE RESIN PRODUCT 1,216.60 .00 .00 .00 996.60 137.50 0 082377 ST LOUIS COUNTY WATER 110.00 .00 .00 .00 .00 .00 0 083012 ST NICHOLAS CO S 704.59 .00 .00 .00 .00 .00 0 089724 ST SERVICES 608.00 .00 .00 .00 .00 .00 0 061141 STAFLEX SPECIALTY ESTERS .00 .00 .00 .00 .00 175.00- 0 001954 STAHL USA .00 .00 .00 .00 .00 82.50 0 088851 STALER TISSUE CO .00 .00 1,035.50 .00 .00 .00 0 087197 STANADYNE AUTOMOTIVE CORP 1,082.28 .00 .00 .00 .00 .00 0 073867 STANCHEM INC .00 .00 .00 .00 .00 537.79 0 007944 STANCHEM OF CANADA INC .00 192.50- .00 .00 .00 165.00 0 070953 STANDARD CHLORINE 7,202.50 .00 .00 .00 .00 1,232.50- 0 071626 STAR ENTERPRISE 8,179.58 185.22 .00 132.86 .00 255.45 0 074513 STAR ENTERPRISE 1,057.00 .00 .00 .00 .00 .00 0 076409 STAR ENTERPRISE 55.00 .00 .00 .00 .00 1,417.00 0 014263 STATE INDUSTRIES 55.00 .00 .00 .00 .00 .00 0 078050 STELCO INC 10,878.63 941.60 .00 .00 868.84 454.14- 0 057464 STEPAN CANADA INC 135.00 .00 .00 .00 55.00- .00 0 004907 STEPAN COMPANY 2,712.00 236.53- 310.00 .00 .00 .00 0 006419 STEPAN COMPANY 966.25 220.00 .00 .00 305.50 220.00 0 064096 STEPAN COMPANY 364.00 .00 .00 .00 .00 26.00 0 065465 STEPAN COMPANY .00 467.50 .00 .00 .00 24.00 0 065485 STEPAN COMPANY 110.00 .00 .00 .00 .00 310.00 0 078190 STEPAN COMPANY 8,391.25 56.00 .00 .00 .00 .00 0 075031 STEPAN MEXICO S A 10,585.99 .00 .00 .00 .00 .00 0 015656 STERLING ORGANICS US 8,594.50 .00 .00 .00 .00 .00 0 085829 STERLING WINTHROP 82.50 .00 55.00- .00 .00 .00 0 013524 STEWART & STEVENSON OPERA .00 .00 7,825.10 .00 .00 .00 0 005076 STOCKHAUSEN INC 1,058.00 .00 .00 .00 .00 .00 0 070227 STOLLER CHEMICAL CO 100.00 .00 .00 .00 .00 .00 0 057565 STOLT NEILSON INC 3,405.36 .00 .00 207.00 55.00- 272.00- 0 067555 STOLT NEILSON INC 68,587.25 4,585.50 2,632.00 .00 635.70- 2,573.10 0 083816 STOLT NEILSON INC 11,061.10 1,302.00 1,218.00 1,787.70 .00 3,972.60 0 089314 STOLT NEILSON INC 195.00 .00 .00 .00 .00 .00 0 082053 STONE CONSOLIDATED INC 58.85 .00 .00 .00 .00 .00 0 007194 STONE CONTAINER CORP 1,749.00 .00 .00 .00 .00 .00 0 010734 STONE CONTAINER CORP 1,036.00 .00 .00 .00 .00 322.00
RCP017 A G E D A C C O U N T S R E C E I V A B L E AS OF 4/30/93 CD CUST N A M E 0 - 90 91 - 120 121 - 150 151 - 180 181 - 210 OVER 0 022224 STONE CONTAINER CORP 210.00 .00 .00 .00 .00 .00 0 077392 STORA PAPYRUS NEWTON FALL 41.25 .00 .00 .00 .00 .00 0 008948 STREET INDUSTRIES NC 2,508.00 .00 .00 .00 .00 .00 0 023683 STRICK CORPORATION .00 55.00 .00 .00 .00 .00 0 002921 SULCO CHEMICALS LTD 247.50 .00 .00 .00 .00 .00 0 059597 SUMITRANS CORP/SUMITOMO 1,527.00 .00 .00 .00 .00 .00 0 082321 SUMMIT ENVIRONMENTAL CORP .00 1,100.00 .00 .00 .00 73,335.82 0 008890 SUMMIT RESOURCE 7,880.71 23.00 .00 .00 25.00- 574.42 0 075070 SUN BELT 6,828.57 .00 .00 .00 .00 .00 0 004530 SUN CHEMICAL COMPANY .00 .00 .00 .00 3,694.00 1,796.50- 0 020684 SUN CHEMICAL COMPANY 27.50 .00 .00 .00 .00 .00 0 053448 SUN CHEMICAL COMPANY .00 .00 .00 .00 .00 725.00 0 064273 SUN CHEMICAL COMPANY .00 .00 .00 .00 .00 950.00 0 081160 SUN CHEMICAL COMPANY 1,750.80 .00 .00 .00 .00 .00 0 002489 SUN COMPANY INC .00 .00 .00 .00 .00 392.00 0 005896 SUN COMPANY INC 11,501.30 1,856.98 .00 .00 .00 .00 0 021509 SUN COMPANY INC 710.00 .00 .00 .00 .00 .00 0 022561 SUN COMPANY INC 8,438.67 186.50 .00 .00 .00 219.50 0 069874 SUN COMPANY INC 1,995.54 .00 .00 .00 200.00 275.00 0 079410 SUN COMPANY INC 52,769.16 277.50 192.50 180.00 26.00 4,051.55 0 083786 SUN COMPANY INC 1,389.91 .00 .00 .00 .00 .00 0 086444 SUN PETROCHEMICALS CO .00 .00 597.60 .00 .00 .00 0 069467 SUN PINE COMPANY .00 .00 .00 .00 .00 120.00 0 082766 SUN PIPE LINE COMPANY 826.00 .00 .00 .00 .00 .00 0 089263 SUNBURY COMPONENT IND INC 3,869.00 .00 .00 .00 .00 .00 0 050019 SUNOCO PRODUCTS COMPANY 82.50 .00 .00 .00 .00 .00 0 089957 SUNRISE UTILITY 165.00 .00 .00 .00 .00 .00 0 079356 SUNSHINE QUALITY PRODUCTS 27.50 .00 .00 .00 .00 .00 0 083757 SUPER BOND .00 .00 .00 .00 .00 247.50 0 000871 SUPER TECH PRODUCTS INC 1,662.20 .00 .00 .00 .00 .00 0 086734 SUPERIOR QUALITY PRODUCTS 830.00 .00 .00 .00 .00 .00 0 081266 SURFACTANT TECHNOLOGY 30.00- .00 .00 .00 .00 .00 0 004062 SURPASS CHEMICAL LTD 1,972.50 .00 .00 142.98 .00 2,662.50 0 007975 SURPASS CHEMICAL LTD 9,971.50 .00 29.40 276.36 1,033.38 6,055.76 0 062046 SUTTON LABORATORIES INC 32.00 .00 .00 .00 .00 .00 0 065023 SUTTONS INTL (N A) INC 20,035.20 296.00- .00 .00 .00 3,022.36 0 053526 SWANK CONSTRUCTION CO 45.00 .00 .00 .00 .00 .00 0 062067 SWEETHEART CUP CORP 55.00 .00 .00 .00 .00 .00 0 009134 SYBRON CORPORATION 90.00 3,304.31 110.00 200.00 45.00 200.00 0 020365 SYNAIR CORPORATION 217.50 .00 .00 .00 .00 .00 0 000699 SYNDET PRODUCTS 82.50 .00 .00 .00 .00 .00 0 085005 SYNERGISTICS .00 55.00 27.50 165.00 137.50 1,121.00 0 083316 SYNERGISTICS/CARY WEST 1,529.00 .00 .00 .00 .00 275.00 0 086500 SYNTHETIC PRODUCTS CO 27.50 .00 .00 .00 .00 1,201.50 0 080993 SYSTECH .00 247.50- .00 .00 .00 .00 0 022099 SYSTECH CORPORATION 420.00 .00 .00 .00 27.50 107.00 0 026171 T & T CHEMICAL COMPANY 6,299.50 .00 .00 .00 .00 .00 0 089530 T C I INC 1,500.50 .00 .00 .00 .00 .00 0 055329 T D S I 8,892.76 .00 4,142.72- .00 .00 .00 0 056884 T D S I .00 .00 .00 82.50 1,040.67 1,269.02 0 080596 T D S I 27.50 .00 .00 .00 .00 722.50
RCP017 A G E D A C C O U N T S R E C E I V A B L E AS OF 4/30/93 CD CUST N A M E 0 - 90 91 - 120 121 - 150 151 - 180 181 - 210 OVER 0 090132 T D S I 9,733.80 .00 .00 .00 .00 .00 0 077369 T G SODA ASH INC .00 .00 .00 .00 .00 74.80 0 075448 TAMARACK FARMS DAIRY .00 .00 .00 .00 .00 27.50 0 025814 TANNER CHEMICAL 526.00 .00 .00 .00 .00 .00 0 005977 TARKETT INCORPORATED 3,342.00 .00 .00 .00 .00 .00 0 084324 TAYLOR CHEMICAL CO 137.50 .00 .00 .00 .00 .00 0 089221 TAYLOR MINSTER .00 575.00 .00 .00 .00 .00 0 078478 TECHNI THERM INC .00 .00 .00 .00 .00 969.00 0 060138 TECHNICAL CHEMICAL CO .00 .00 .00 .00 .00 120.00 0 010102 TECHNICAL COATINGS CO 165.00 .00 .00 .00 .00 .00 0 003658 TECHNICAL PRODUCTS 604.25 .00 .00 .00 .00 .00 0 010109 TECHNICOTE INCORPORATED 55.00 .00 .00 .00 .00 .00 0 025658 TECTRONICS 8,414.50 .00 6,151.10 .00 .00 .00 0 065618 TEDIA CORP .00 .00 .00 .00 .00 225.00 0 002199 TELEDYNE ALLVAC 404.80 .00 .00 .00 .00 .00 0 088042 TEMPLE INLAND 27.50 .00 .00 .00 .00 .00 0 073299 TEMPLE INLAND FOREST PROD 946.00 .00 .00 .00 .00 .00 0 075556 TEMPO CHEMICALS INC 4,264.25 .00 279.00- .00 .00 844.00 0 027304 TERRA CHEMICALS INTL 5,025.00 .00 .00 .00 .00 .00 0 051347 TETLEY INC 10,066.00 .00 .00 .00 1,734.40 510.00 0 088802 TETRA TECHNOLOGIES 1,421.95 .00 .00 .00 .00 .00 0 088934 TETRA TECHNOLOGIES .00 2,083.33 .00 .00 .00 .00 0 000988 TEXACO CHEMICAL COMPANY .00 .00 .00 .00 .00 55.00- 0 005826 TEXACO CHEMICAL COMPANY 71,650.63 4,502.00 8027.40 478.00 2,733.40 68.88- 0 006053 TEXACO CHEMICAL COMPANY 55.00 .00 .00 .00 .00 .00 0 031460 TEXACO CHEMICAL COMPANY 82.50 .00 .00 .00 .00 .00 0 072917 TEXACO INT TRADERS INC 1,111.75 .00 .00 .00 .00 .00 0 080018 TEXACO LUBRICANTS 3,916.68 .00 .00 .00 .00 .00 0 014070 TEXACO REF & MARKETING 2,657.53 .00 .00 .00 .00 .00 0 056940 TEXACO REF & MARKETING 1,079.52 .00 416.00 .00 .00 982.50 0 071628 TEXACO REF & MARKETING 793.50 212.00 82.50 .00 .00 652.00 0 079351 TEXACO REF & MARKETING 4,210.38 .00 .00 .00 .00 .00 0 007830 TEXAS EASTMAN COMPANY 5,418.80 .00 .00 .00 .00 .00 0 012767 TEXAS FIBERS INCORPORATED 120.00 .00 .00 .00 .00 .00 0 002993 TEXAS GULF INC .00 .00 .00 10,607.11 3,991.00 .00 0 084771 TEXAS INDUSTRIES .00 .00 .00 .00 .00 2,836.50 0 052400 TEXAS PETROCHEMICAL 120.00 .00 .00 .00 .00 .00 0 078662 TEXAS PLASTICS INDUSTRIES .00 .00 .00 .00 .00 125.00 0 058105 TEXASGULF INC 18,059.22 .00 .00 .00 .00 .00 0 085066 TEXPAR ENERGY .00 .00 .00 .00 .00 776.00 0 081800 TEXTILE CHEMICAL CO 3,369.24 45.00 .00 93.25 282.23 3,615.09 0 004729 THATCHER CHEMICAL 1,229.83 22.00 .00 .00 192.50 1,866.25 0 060370 THE DIAL CORPORATION 247.50 .00 .00 .00 .00 8,609.42 0 087174 THE DIAL CORPORATION 663.04 .00 .00 .00 .00 .00 0 050880 THE INK COMPANY 55.00 .00 .00 .00 .00 .00 0 051307 THERMAL OXIDATION 357.50 .00 .00 .00 .00 .00 0 059274 THERMALKEN INC 247.50 .00 .00 .00 .00 3,052.00 0 050501 THERMOCLAD COMPANY 25.00 .00 .00 .00 .00 .00 0 009790 THIELE KADLIN COMPANY 24.00 .00 .00 .00 .00 .00 0 090169 THOMAS & BETTS 4,351.70 .00 .00 .00 .00 .00 0 068415 THOMAS BUILT BUSES 140.00 .00 .00 .00 .00 .00
RCP017 A G E D A C C O U N T S R E C E I V A B L E AS OF 4/30/93 CD CUST N A M E 0 - 90 91 - 120 121 - 150 151 - 180 181 - 210 OVER 0 081681 THOMAS W DUNN CORP .00 .00 .00 .00 .00 210.00 0 065806 THOMPSON CONSUMER ELCTRO .00 .00 .00 .00 .00 497.64- 0 085158 TIFFANY MARBLE CO .00 .00 82.50 .00 .00 137.50 0 087022 TILLEY CHEMICAL .00 .00 .00 .00 .00 539.50 0 066143 TILLEY CHEMICAL CO INC .00 .00 .00 .00 .00 2,190.90 0 000611 TIMKEN COMPANY 55.00 .00 .00 .00 .00 .00 0 064754 TIMKEN COMPANY 55.00 .00 .00 .00 .00 .00 0 088786 TIMKEN COMPANY 1,123.88 .00 .00 .00 .00 .00 0 089951 TIRA PRODUCTS 60.00 .00 .00 .00 .00 .00 0 085333 TITANK AGENCIES USA INC 79.00 79.00 .00 .00 .00 358.45 0 087975 TOMEN AMERICA INC .00 .00 .00 910.70 .00 489.86 0 064116 TOPIDERM 27.50 .00 .00 .00 .00 .00 0 013948 TOSCO .00 .00 966.80 .00 .00 .00 0 086890 TOTAL DISTRIBUTION SERVICE 4,218.50 454.30 .00 454.30 .00 .00 0 056363 TOYOTA MOTORS MFG USA 1,265.00 .00 .00 .00 .00 .00 0 010686 TR-METRO CHEMICALS INC .00 1,202.76 .00 .00 .00 .00 0 083008 TRADE SHARE CORPORATION 1,402.50 .00 .00 .00 .00 .00 0 075364 TRADE WASTE INCINERATION .00 .00 .00 .00 .00 275.00 0 019609 TRAFPAK NORTH AMERICA INC 280.00 .00 .00 .00 .00 .00 0 089748 TRANS CHEM INC 70.00 .00 .00 .00 .00 .00 0 002297 TRANS CHEMICAL INC 116.40 .00 .00 .00 .00 .00 0 062717 TRANS COASTAL INDUSTRIES .00 .00 .00 .00 .00 505.75- 0 082460 TRANS GAS PIPE LINE CORP 768.00 .00 .00 .00 .00 .00 0 082152 TRANS OCEAN 1,029.50 .00 .00 .00 .00 .00 0 087695 TRANS TRADE 14,362.10 .00 .00 3.50- .00 .00 0 086156 TRANSCHEM INC .00 .00 .00 527.00 .00 .00 0 006700 TRANSCONTINENTAL FWG 4,780.00 .00 .00 .00 .00 .00 0 054038 TRANSO ENVELOPE COMPANY 192.00 .00 .00 .00 .00 .00 0 087608 TRANSOURCE POLYMERS, INC 825.00 .00 .00 .00 .00 .00 0 081176 TRANSPORT LINK .00 55.00 .00 .00 .00 .00 0 058144 TRANSPORTATION COST CONTR 642.00 .00 .00 .00 .00 .00 0 021595 TRANSPORTERS QUIUNTANILLA 180.00 .00 .00 .00 .00 11,140.00 0 088753 TRANSPORTES LOPEZ E HIJOS .00 100.00 .00 .00 .00 .00 0 081352 TRANSPORTES TRESA S A DE 9,090.00 18,270.00 .00 .00 .00 .00 0 003261 TREMCO MFG COMPANY .00 .00 .00 .00 .00 220.00 0 026636 TRI ALLWASTE .00 .00 .00 .00 .00 155.00 0 079802 TRI STATES ENVIRONMENTAL .00 .00 .00 .00 .00 1,080.00 0 089810 TRIBOSPEC CORP 2,082.50 .00 .00 .00 .00 .00 0 050846 TRIMAC TRANSPORT SYSTEMS .00 .00 .00 .00 .00 213.08 0 067422 TRIMAC TRANSPORT SYSTEMS .00 .00 .00 .00 .00 750.79 0 003332 TRIMET TECHNICAL PRODUCTS 935.04 .00 .00 .00 .00 .00 0 086671 TRINITY CHEMICAL IND INC 17,815.50 .00 .00 .00 .00 .00 0 079858 TRU-TEST 82.50 .00 .00 .00 .00 .00 0 008663 TRUMBULL ASPHALT COMPANY .00 .00 .00 .00 .00 232.50 0 051130 TRUMBULL ASPHALT COMPANY 1,038.86 .00 .00 .00 .00 .00 0 084764 TRYLINE CO INC .00 .00 .00 .00 .00 3,136.80 0 077294 TULIO LANDSCAPING INC .00 .00 .00 .00 .00 598.76 0 000847 TURTLE WAX INC 825.00 .00 .00 .00 .00 .00 0 011582 U N X CHEMICALS INC .00 27.50 .00 .00 .00 .00 0 084090 U S AIR FORCE .00 .00 .00 .00 .00 110.00 0 084520 U S ARMY 30,824.00 .00 .00 .00 .00 77.71-
RCP017 A G E D A C C O U N T S R E C E I V A B L E AS OF 4/30/93 CD CUST N A M E 0 - 90 91 - 120 121 - 150 151 - 180 181 - 210 OVER 0 086175 U S E HICKSON PRODUCTS LT 1,902.40 .00 .00 2,150.80 .00 .00 0 025472 U S FINISHING CORP 50.00 .00 .00 .00 .00 .00 0 069064 U S G CORP .00 .00 .00 .00 .00 915.00 0 068438 U S G INTERIORS 385.37 .00 .00 .00 .00 .00 0 067674 U S GYPSUM CO 1,035.80 .00 .00 .00 .00 .00 0 027621 U S GYPSUM COMPANY 856.50 .00 .00 .00 .00 .00 0 063917 U S GYPSUM COMPANY 55.00 .00 .00 .00 .00 .00 0 065516 U S GYPSUM COMPANY 26.26 26.26 .00 .00 .00 405.00 0 070726 U S GYPSUM COMPANY 1,458.60 .00 .00 .00 .00 .00 0 074397 U S GYPSUM COMPANY 1,623.56 .00 .00 .00 .00 .00 0 009357 U S NAVY DEPARTMENT 137.50 .00 82.50 .00 27.50 207.50 0 070405 U S NAVY DEPARTMENT .00 .00 .00 .00 275.00 .00 0 035020 U S X CORPORATION 2,604.90 .00 .00 .00 .00 .00 0 085100 U S X CORPORATION 110.00 .00 .00 .00 .00 .00 0 086892 ULRICH CHEMICAL CO .00 .00 .00 .00 .00 178.75 0 071952 UNDERWOOD INDUSTRIES .00 .00 .00 .00 .00 1,014.00 0 067410 UNICHEMA CHEMICALS INC 5,259.50 300.00 .00 .00 .00 1,061.00 0 076736 UNICHEMA CHEMICALS INC 42,670.00 .00 2,488.00- .00 .00 .00 0 015277 UNIFI INC 250.00 .00 .00 .00 .00 .00 0 074862 UNIFIED UNIVERSAL 225.00 .00 .00 .00 .00 .00 0 004607 UNION CAMP CORPORATION 4,578.00 .00 .00 .00 .00 .00 0 026346 UNION CAMP CORPORATION 2,116.00 .00 .00 82.50 .00 .00 0 028234 UNION CAMP CORPORATION 55.00 .00 .00 .00 .00 319.00 0 073865 UNION CAMP CORPORATION 10,653.30 .00 .00 .00 .00 1,160.50 0 083470 UNION CAMP CORPORATION 1,101.60 13.75 .00 .00 27.50- 1,816.50 0 083690 UNION CAMP CORPORATION 21,149.55 82.50 .00 .00 .00 1,412.00 0 087113 UNION CAMP CORPORATION .00 520.00 .00 .00 .00 .00 0 089343 UNION CAMP CORPORATION 875.00 .00 .00 .00 .00 .00 0 089641 UNION CAMP CORPORATION 1,000.00 .00 .00 .00 .00 .00 0 001917 UNION CARBIDE CORPORATION 68,882.89 .00 .00 75.00 23.00 2,373.17- 0 003710 UNION CARBIDE CORPORATION .00 .00 262.50 .00 .00 .00 0 009184 UNION CARBIDE CORPORATION 5,388.50 .00 .00 .00 .00 .00 0 011681 UNION CARBIDE CORPORATION 38,924.57 450.00 .00 .00 135.00- .00 0 013731 UNION CARBIDE CORPORATION 650.00 500.50 .00 .00 .00 2,868.58 0 013874 UNION CARBIDE CORPORATION 720.00 .00 .00 .00 .00 .00 0 054095 UNION CARBIDE CORPORATION 58,426.78 130.00 .00 .00 .00 957.75 0 055860 UNION CARBIDE CORPORATION .00 .00 .00 .00 165.00 .00 0 059675 UNION CARBIDE CORPORATION .00 .00 .00 .00 .00 24.61 0 071285 UNION CARBIDE CORPORATION .00 .00 .00 .00 110.00 0 076296 UNION CARBIDE CORPORATION .00 .00 .00 275.00 .00 1,366.50 0 081332 UNION CARBIDE CORPORATION .00 .00 .00 .00 .00 1247.00- 0 081717 UNION CARBIDE CORPORATION 729.00 2,694.99 .00 .00 .00 .00 0 083870 UNION CARBIDE CORPORATION 540,352.69 9,182.58 1,685.90 4,986.47 82.50 650.71- 0 088980 UNION CARBIDE CORPORATION 1,245.00 .00 .00 .00 .00 .00 0 089501 UNION CARBIDE CORPORATION 1,265.00 .00 .00 .00 .00 .00 0 065972 UNION ENVELOPE CORPORATION 82.50 .00 .00 .00 .00 .00 0 065926 UNION PACIFIC RAILROAD CO 2,288.38 .00 .00 .00 .00 .00 0 084684 UNION TEXAS PETROLEUM 27.50 .00 .00 .00 .00 .00 0 009532 UNIROYAL CHEMICAL 54,171.50 57.50 835.00 .00 .00 .00 0 022455 UNIROYAL CHEMICAL 4,430.00 .00 .00 .00 .00 .00 0 052732 UNIROYAL CHEMICAL 11,937.91 .00 2,844.07 483.11 483.11 8,725.52
RCP017 A G E D A C C O U N T S R E C E I V A B L E AS OF 4/30/93 CD CUST N A M E 0 - 90 91 - 120 121 - 150 151 - 180 181 - 210 OVER 0 072376 UNIROYAL CHEMICAL 3,963.00 .00 .00 .00 .00 .00 0 084750 UNIROYAL CHEMICAL 13,269.50 47.50 40.50 .00 .00 138.75 0 084790 UNIROYAL CHEMICAL 856.25 30.00 .00 .00 .00 .00 0 084840 UNIROYAL CHEMICAL 88.28 .00 .00 .00 .00 .00 0 084980 UNIROYAL CHEMICAL 4,619.68 154.00 80.00 .00 .00 261.25 0 088101 UNITED BIOTECH .00 .00 .00 .00 200.00 11,523.50 0 079578 UNITED COLORS TECHNOLOGY 165.00 .00 .00 .00 .00 .00 0 085506 UNITED PANEL 220.00 .00 .00 .00 .00 .00 0 084430 UNITED REFINING COMPANY 1,181.44 .00 .00 .00 .00 740.61- 0 063289 UNITED STATES SUGAR 4,192.61 .00 .00 .00 .00 .00 0 052168 UNITED TECHNOLOGIES 567.00 .00 .00 .00 .00 .00 0 080894 UNITED TECHNOLOGIES AUTOM .00 45.00 .00 .00 .00 .00 0 087225 UNITED TECHNOLOGIES AUTOM 11,205.48 .00 .00 .00 .00 .00 0 085380 UNITEX CHEMICAL CORP 3,850.50 .00 .00 .00 .00 .00 0 005973 UNIVERSAL COOPERATIVES 943.00 .00 .00 .00 .00 .00 0 024653 UNIVERSAL FORWARDING CO 2,800.00 .00 .00 .00 .00 .00 0 085940 UNIVERSAL PACKAGING 946.00 .00 .00 .00 .00 .00 0 072714 UNIVERSAL POLYMERS .00 .00 .00 .00 137.50 .00 0 079275 UNO-VEN .00 .00 .00 .00 .00 394.63 0 086549 UNOCAL 350.60 .00 .00 .00 .00 .00 0 002172 UNOCAL CORPORATION 4,875.90 .00 .00 .00 .00 .00 0 003560 UNOCAL CORPORATION 45.00 .00 .00 .00 .00 .00 0 009453 UNOCAL CORPORATION .00 .00 .00 .00 .00 559.00 0 010485 UNOCAL CORPORATION 23,991.86 198.69 .00 .00 .00 889.40 0 011749 UNOCAL CORPORATION .00 .00 .00 .00 412.50 .00 0 012275 UNOCAL CORPORATION .00 .00 .00 .00 .00 669.00 0 012833 UNOCAL CORPORATION .00 .00 .00 .00 .00 165.00 0 074954 UNOCAL CORPORATION .00 .00 .00 829.00 .00 .00 0 079974 UNOCAL CORPORATION .00 .00 .00 .00 .00 793.24 0 085570 UPJOHN COMPANY 4,500.00 .00 .00 .00 .00 .00 0 085520 UPJOHN COMPANY 55.00 .00 .00 .00 .00 1,487.00 0 079076 URETAN S A DE C V 140.00 .00 .00 .00 .00 .00 0 086578 USX CORPORATION 192.50 .00 .00 .00 .00 .00 0 090023 USX CORPORATION 55.00 .00 .00 .00 .00 .00 0 059950 UTILITY MFG COMPANY .00 .00 .00 .00 833.50 .00 0 026910 UTILITY TRAILER COMPANY 160.00 .00 .00 .00 .00 24.00 0 082250 V F L TECHNOLOGY .00 .00 .00 .00 .00 590.00 0 065043 V V V CORPORATION 632.50 .00 .00 .00 .00 .00 0 089290 VALENTINE SUGAR 1,709.28 .00 .00 .00 .00 .00 0 059659 VALLEY PROTEIN 529.20 .00 .00 .00 .00 .00 0 026066 VALSPAR CORPORATION 6,272.60 .00 .00 220.00 .00 126.50- 0 090047 VALVOLVINE CO 4,073.00 .00 .00 .00 .00 .00 0 061019 VALVOLINE OIL COMPANY 330.00 .00 .00 .00 .00 .00 0 074959 VALVOLINE OIL COMPANY 27.50 .00 .00 .00 .00 .00 0 089144 VALVOLINE OIL COMPANY 220.00 .00 .00 .00 .00 .00 0 000010 VAN WATERS & ROGERS 45.00 .00 .00 .00 .00 .00 0 000142 VAN WATERS & ROGERS .00 .00 .00 .00 .00 115.00 0 000569 VAN WATERS & ROGERS 1,079.00 .00 82.50 .00 .00 722.05 0 001263 VAN WATERS & ROGERS 110.00 .00 .00 .00 135.00 .00 0 002731 VAN WATERS & ROGERS 516.40 .00 .00 .00 .00 .00 0 003067 VAN WATERS & ROGERS 3,104.02 .00 .00 .00 .00 5,844.93
RCP017 A G E D A C C O U N T S R E C E I V A B L E AS OF 4/30/93 CD CUST N A M E 0 - 90 91 - 120 121 - 150 151 - 180 181 - 210 OVER 0 003572 VAN WATERS & ROGERS 165.00 .00 .00 .00 .00 110.00 0 004335 VAN WATERS & ROGERS 180.00 .00 .00 .00 .00 .00 0 005251 VAN WATERS & ROGERS 2,108.40 .00 .00 .00 .00 .00 0 005480 VAN WATERS & ROGERS .00 .00 .00 .00 .00 475.00 0 005956 VAN WATERS & ROGERS 137.50 .00 .00 .00 82.50 135.00 0 010288 VAN WATERS & ROGERS .00 .00 .00 .00 .00 10.00 0 012125 VAN WATERS & ROGERS 270.00 .00 .00 .00 .00 .00 0 012291 VAN WATERS & ROGERS 1,625.00 82.50 137.50 .00 130.00 335.00 0 016600 VAN WATERS & ROGERS .00 .00 471.65 .00 .00 .00 0 027932 VAN WATERS & ROGERS 3,118.90 .00 .00 .00 .00 .00 0 028261 VAN WATERS & ROGERS 200.00 .00 .00 .00 .00 .00 0 050620 VAN WATERS & ROGERS 140.00 .00 .00 .00 .00 .00 0 050840 VAN WATERS & ROGERS 14,529.69 .00 .00 .00 .00 1,843.67 0 057210 VAN WATERS & ROGERS 578.00 .00 .00 .00 .00 3,798.80 0 076588 VAN WATERS & ROGERS 17,803.37 442.50 .00 .00 2,350.00 12,964.72 0 077074 VAN WATERS & ROGERS 4,015.00 1,594.00 243.50 193.13 30.00 3,788.64 0 077090 VAN WATERS & ROGERS 337.50 .00 .00 .00 .00 .00 0 079754 VAN WATERS & ROGERS .00 .00 .00 .00 137.50 .00 0 084913 VAN WATERS & ROGERS 3,928.00 .00 .00 .00 .00 80.00 0 085770 VAN WATERS & ROGERS 55.00 .00 .00 .00 .00 .00 0 089068 VAN WATERS & ROGERS .00 2,026.68 .00 .00 .00 .00 0 074247 VAN WATERS & ROGERS INC 90.00 .00 .00 .00 .00 .00 0 052239 VANCHEM INC 981.00 .00 .00 .00 .00 .00 0 088678 VANGUARD PLASTICS INC 187.00 .00 .00 .00 .00 .00 0 056428 VELSICOL CHEMICAL CORP 4,420.00 .00 .00 .00 .00 79.00 0 086180 VELSICOL CHEMICAL CORP 1,170.00 .00 .00 .00 .00 522.50 0 080640 VENTEX FIBERS LTD 27.50 .00 .00 .00 .00 .00 0 083246 VENTURA COASTAL .00 .00 491.47 .00 .00 .00 0 072418 VESUVIUS U S A 6,062.70 .00 .00 .00 .00 .00 0 080122 VI-JON LABS INC 962.50 320.00 .00 .00 .00 .00 0 0900042 VIGORD INDUSTRIES 1,237.00 .00 .00 .00 .00 .00 0 089200 VILLE DE TERREBONNE 445.12 .00 .00 .00 .00 .00 0 054201 VININGS ALUM PRODUCTS 4,303.92 .00 .00 .00 .00 .00 0 089083 VIPLASTICOS SA DE CV 90.00 .00 .00 .00 .00 .00 0 024454 VIRGINIA CONCRETE COMPANY .00 .00 .00 .00 .00 120.00 0 002737 VIRGINIA ELEC POWER CO 1,998.00 .00 .00 .00 .00 .00 0 004373 VIRGINIA GALVANIZING CORP 2,337.00 .00 .00 .00 .00 .00 0 008099 VIRKLER CHEMICAL COMPANY 27.50 .00 .00 .00 .00 472.20 0 005610 VISTA CHEMICAL 7,524.50 .00 .00 .00 .00 535.00 0 019020 VISTA CHEMICAL 170,910.01 3,989.00 2,186.38 .00 .00 2,935.47 0 019400 VISTA CHEMICAL 577.50 .00 .00 .00 .00 2,351.99 0 081761 VISTA CHEMICAL .00 2,909.20 .00 .00 .00 .00 0 083525 VISTA CHEMICAL 130.00 .00 .00 .00 .00 .00 0 026774 VISTA POLYMER .00 .00 82.50 .00 .00 .00 0 083604 VITAFOAM 27.50 .00 .00 .00 .00 .00 0 072935 VULCAN MATERIAL CORP 191,945.35 .00 .00 1,046.50 213.50 .00 0 086260 VULCAN MATERIAL CORP .00 .00 .00 .00 .00 1,014.00- 0 002656 VULCAN OIL COMPANY .00 165.00 27.50 .00 .00 .00 0 082558 VULSAY INDUSTRIES INC 27.50 .00 .00 .00 .00 .00 0 075370 VYCON CHEMICALS INC 510.00 .00 .00 .00 .00 .00 0 086043 W D SERVICES 1,596.00 .00 .00 .00 .00 .00
RCP017 A G E D A C C O U N T S R E C E I V A B L E AS OF 4/30/93 CD CUST N A M E 0 - 90 91 - 120 121 - 150 151 - 180 181 - 210 OVER 0 071327 W F TAYLOR CORP .00 .00 .00 .00 .00 137.50 0 006307 W H SHURTLEFF CO 874.72 .00 .00 .00 .00 .00 0 078020 W K MERRIMAN .00 .00 .00 .00 .00 3,611.32 0 007710 W M BARR & COMPANY 1,350.00 .00 2,208.50 275.00 27.50 1,995.50 0 077298 W R BONSAL COMPANY .00 .00 .00 480.00 .00 .00 0 006603 W R GRACE & COMPANY 1,425.16 .00 .00 .00 .00 .00 0 022410 W R GRACE & COMPANY 996.80 .00 .00 .00 .00 307.00 0 035320 W R GRACE & COMPANY 1,302.50 1,420.00 125.00 .00 .00 .00 0 061013 W R GRACE & COMPANY 27.50 .00 .00 .00 .00 .00 0 010577 W R GRACE CONSTRUCTION DI 522.50 .00 .00 .00 .00 .00 0 077135 W S DODGE 110.00 .00 .00 .00 .00 .00 0 085717 WAMPLER-LONGACRE CHICKEN .00 .00 .00 .00 .00 200.00 0 000419 WARLICK PAINT COMPANY INC 2,696.64 .00 .00 .00 .00 .00 0 069452 WARREN LABORATORIES 1,144.00 .00 .00 .00 .00 .00 0 083161 WARREN PETROLEUM CORP 2,451.46 .00 .00 .00 .00 .00 0 073785 WASHINGTON STEEL CORP .00 .00 .00 .00 25.00 225.00 0 089085 WASTE TECHNOLOGY INC 237.50 3,357.70 .00 .00 .00 .00 0 082112 WASTE TECHNOLOGY SERVICES .00 .00 .00 .00 .00 170.00 0 089117 WATER TECH INC 192.50 .00 .00 .00 .00 .00 0 084974 WATERSOLES 1,118.00 .00 .00 .00 .00 .00 0 002118 WATSON STANDARD COMPANY .00 .00 .00 .00 .00 27.50- 0 087330 WEIRTON STEEL CORPORATION 891.00 100.00 685.00 .00 462.50 656.00 0 021669 WELCHEM INC 1,598.75 .00 .00 .00 .00 .00 0 005003 WELLAND CHEMICAL 935.00 .00 .00 .00 .00 2,655.41 0 086262 WELLMAN INC .00 52.00 .00 .00 .00 .00 0 002829 WEN-DON CORPORATION 55.00 .00 .00 .00 .00 .00 0 023224 WERTHAN INDUSTRIES .00 82.50 .00 .00 .00 .00 0 086020 WEST MICHIGAN STEEL FOUND 703.00 .00 .00 .00 .00 .00 0 085199 WEST POINT PEPPERELL 429.00 .00 .00 .00 .00 .00 0 073471 WESTERN KRAFT COMPANY 6,789.60 .00 .00 .00 .00 .00 0 089886 WESTERN KRAFT CORP 261.00 .00 .00 .00 .00 .00 0 052808 WESTERN PUBLISHING CO INC 611.00 .00 .00 .00 .00 .00 0 027668 WESTERN TEXTILE PRODUCTS .00 110.00 .00 .00 .00 745.00- 0 058609 WESTERN ZIRCONIUM 302.50 .00 357.50 .00 .00 .00 0 026450 WESTFIELD TANNING COMPANY 27.50 .00 .00 .00 .00 .00 0 005329 WESTINGHOUSE ELECTRIC CO 26.00 .00 .00 .00 .00 .00 0 056477 WESTINGHOUSE ELECTRIC CO .00 .00 .00 .00 .00 1,468.50 0 087890 WESTINGHOUSE ELECTRIC CO 220.00 .00 .00 .00 .00 425.00 0 087950 WESTINGHOUSE ELECTRIC CO 1,345.85 .00 .00 .00 .00 .00 0 088040 WESTINGHOUSE ELECTRIC CO 12,301.92 .00 .00 .00 .00 .00 0 083019 WESTLAKE PETROCHEMICAL CO .00 .00 .00 .00 .00 100.00- 0 086318 WESTLAKE STYRENE 700.00 .00 .00 .00 .00 .00 0 025417 WESTLAND OIL CO INC 6,749.90 .00 .00 .00 .00 .00 0 086827 WESTROCK INDUSTRIES LTD 1,112.26 .00 .00 .00 .00 .00 0 007796 WESTVACO CORPORATION 50,305.87 2,025.00 1,620.00 1,661.88 205.00 6,807.38 0 007950 WESTVACO CORPORATION 6,692.45 .00 100.00 .00 .00 .00 0 027909 WESTVACO CORPORATION 683.40 .00 .00 .00 .00 .00 0 074601 WESTVACO CORPORATION 3,136.80 .00 .00 .00 .00 125.00 0 078202 WESTVACO CORPORATION 23,888.25 .00 962.50 .00 .00 27.50 0 081049 WESTVACO CORPORATION 82.50 .00 27.50 .00 .00 .00 0 087430 WESTVACO CORPORATION 1,786.24 .00 .00 .00 .00 98.32
RCP017 AGED ACCOUNTS RECEIVABLE AS OF 4/30/93 CO CUST NAME 0 - 90 91 - 120 121 - 150 151 - 180 181 - 210 OVER 0 087690 WESTVACO CORPORATION 55.00 .00 .00 .00 .00 .00 0 087700 WESTVACO CORPORATION 1,424.63 .00 .00 .00 .00 1,597.50 0 087720 WESTVACO CORPORATION 2,102.30 .00 .00 .00 .00 .00 0 087740 WESTVACO CORPORATION 1,564.84 1,543.20 .00 .00 .00 229.50 0 076292 WESTVACO US ENVELOPE DIV .00 .00 .00 .00 .00 195.00 0 014606 WEYERHAEUSER COMPANY 55.00 .00 .00 .00 .00 693.00- 0 088020 WEYERHAEUSER COMPANY 55.00 .00 .00 .00 .00 .00 0 088230 WHEATLAND TUBE COMPANY .00 .00 .00 .00 .00 230.46 0 072503 WHEELING PITTSBURGH STEEL 8,726.07 55.00 300.00 1,787.72 1,644.82 617.50- 0 074595 WHEELING STEEL CORP .00 .00 132.00 22.00 22.00 71.50 0 056693 WHIP MIX CORP 2,100.00 .00 .00 .00 .00 .00 0 075334 WHIRLPOOL CORPORATION 3,767.50 .00 .00 .00 .00 2,025.00 0 008022 WHITE & BAGLEY OF MICH .00 .00 .00 .00 .00 313.00 0 050536 WHITEHALL PLYWOOD 220.00 .00 .00 .00 .00 275.00 0 062430 WILLAMETTE INDUSTRIES INC 9,169.50 .00 .00 .00 .00 110.00 0 082611 WILLIAM HOUSE INC .00 .00 .00 .00 .00 226.75 0 012400 WILLIAM T BURNETT COMPANY 82.50 .00 .00 .00 .00 275.00 0 074849 WILLIAMSPORT WIRERROPE 3,874.59 .00 .00 .00 .00 .00 0 089374 WILSON LABORATORIES 90.00 .00 .00 .00 .00 .00 0 081053 WIM VOS USA INC .00 .00 .00 .00 .00 1,595.97 0 089643 WIM VOS USA INC 136.00 .00 .00 .00 .00 .00 0 089330 WISE FOODS 55.00 .00 .00 .00 .00 .00 0 006776 WITCO CHEMICAL COMPANY 82.50 .00 .00 .00 .00 137.50- 0 003627 WITCO CORPORATION 54.25 .00 .00 .00 .00 .00 0 004100 WITCO CORPORATION 1,413.18 .00 .00 .00 .00 241.50 0 004563 WITCO CORPORATION 4,642.07 .00 .00 .00 .00 .00 0 015063 WITCO CORPORATION .00 .00 .00 .00 .00 90.00 0 020624 WITCO CORPORATION 2,194.50 .00 .00 .00 .00 .00 0 055673 WITCO CORPORATION 5,937.40 .00 .00 40.00 .00 8,766.70 0 065824 WITCO CORPORATION .00 .00 .00 .00 .00 275.00- 0 067530 WITCO CORPORATION .00 .00 .00 .00 .00 302.50 0 070445 WITCO CORPORATION 55.00 .00 .00 .00 .00 .00 0 075245 WITCO CORPORATION .00 .00 .00 .00 .00 335.00 0 089370 WITCO CORPORATION 9,330.77 .00 .00 .00 .00 .00 0 089380 WITCO CORPORATION 220.00 .00 .00 .00 .00 347.00 0 089410 WITCO CORPORATION 5,477.66 .00 .00 .00 .00 632.50 0 089420 WITCO CORPORATION 220.00 55.00 .00 .00 .00 1,822.50 0 089440 WITCO CORPORATION 2,575.34 9,933.70 .00 .00 .00 .00 0 067801 WOLVERINE TECHNOLOGY CORP 82.50 .00 .00 .00 .00 .00 0 075385 WOOD CO LTD W C 137.50 .00 .00 .00 .00 .00 0 084320 WOOD FIBER INDUSTRIES .00 .00 .00 .00 .00 1,884.53 0 001464 WOODBRIDGE FOAM PRODUCTS 135.00 .00 .00 .00 .00 1,072.50 0 071084 WOODBRIDGE FOAM PRODUCTS 1,439.70 .00 .00 .00 .00 .00 0 081028 WOODBRIDGE FOAM PRODUCTS 14,420.50 .00 .00 .00 .00 6.59 0 055330 WOODS WIRE PRODUCTS .00 .00 .00 .00 .00 297.50 0 065304 WORLDWIDE DISPATCH 450.00 .00 .00 .00 .00 .00 0 058868 WORTH CHEMICAL CORP 402.00 .00 .00 .00 .00 .00 0 089820 WORTH CHEMICAL CORP 27.50 .00 .00 .00 .00 .00 0 009651 WORTH INC .00 .00 .00 .00 .00 36.00- 0 054436 WORTHINGTON FOODS INC 27.50 .00 .00 .00 .00 .00 0 088357 WOTHINGTON STEEL CO 453.00 .00 .00 .00 .00 .00
RCP017 AGED ACCOUNTS RECEIVABLE AS OF 4/30/93 CO CUST NAME 0 - 90 91 - 120 121 - 150 151 - 180 181 - 210 OVER 0 077751 WYCO WELL SERVICE .00 .00 .00 .00 .00 2,578.00 0 088640 YORK INTERNATIONAL CORP 55.00 .00 .00 .00 .00 .00 0 004565 YOUNGER BROTHERS .00 .00 .00 .00 .00 1,622.88 0 025160 ZACLON INC 24,129.01 3,478.83 .00 .00 .00 138.60 0 088097 ZEGO GRP 590.00 .00 .00 .00 .00 .00 0 055829 ZENECA INC/AG PRODUCTS .00 .00 .00 .00 .00 1,350.00- 0 004528 ZENECA INC/AGROCHEMICALS 18,150.00 .00 .00 .00 .00 .00 0 066470 ZENECA RESINS INC 55.00 .00 .00 .00 104.00 .00 0 068365 ZENECA SPECIALTY INKS 1,638.44 55.00 .00 .00 .00 .00 0 089551 ZENECA SPECIALTY INKS 137.50 .00 .00 .00 .00 .00 0 084282 ZEON CHEMICALS 12,098.70 .00 .00 .00 .00 .00 0 089309 ZEXEL ILLINOIS INC 1,055.00 .00 .00 .00 .00 .00 0 008544 ZINC CORP OF AMERICA 11,745.00 .00 .00 .00 .00 130.00 0 050276 ZOECON INDUSTRIES .00 .00 .00 .00 .00 225.00- 0 TOTAL 21,966,704.68 723,465.19 251,299.07 186,995.07 137,885.85 1,276,000.80 BALANCE .00 .00 .00 .00 .00 24,542,350.66
CHEMICAL LEAMAN TANK LINES, INC. SUMMARY Summary of Chemical Leaman Tank Lines, Inc. aged accounts receivable as of May 1, 1993 (showing detailed aging less than 90 days from invoice date) total $24,542,350. ============
JOB-RCPMO5 FNR 5/02/93 CO-CODE: O A G E D A C C O U N T S R E C E I V A B L E ENDING-DATE 5/01/93 PAGE# 1 S.C. CUST.# CUSTOMER ADDRESS ST. CITY 0-TO-30 31-TO-60 61-TO-90 OVER-90 TOTAL BAL. DUE C 07893 ` $27 $27.50 CUST. TOTAL ..... 27 27.50 83782 A B B POWER T & D CO NEWTON BRIDGE ROAD GA ATHENS $7,112 $7,112.00 79807 A B B POWER T & D CO 4350 SEMPLE AVENUE MO SAINT LOUIS $1,381 $3,873 $5,255.22 CUST. TOTAL ..... 8,493 3,873 12,367.22 81975 A B C COMPOUNDING COMPAN P O BOX 16247 GA ATLANTA $27 $27.50 CUST. TOTAL ..... 27 27.50 90002 A E S BEAVER VALLEY P O BOX 27714 TX HOUSTON $4,375 $4,375.10 CUST. TOTAL ..... 4,375 4,375.10 60803 A H SMITH BRANCHVILLE RD MD BRANCHVILLE $20 $20.00 CUST. TOTAL ..... 20 20.00 88369 A HARRISON & CO INC P O BOX 494 RI PAWTUCKET $1,930 $1,930.50 CUST. TOTAL ..... 1,930 1,930.50 86942 A O SMITH CORP 630 SOUTHWEST ST OH BELLEVUE $2,515 $2,515.38 CUST. TOTAL ..... 2,525 2,515.38 81384 A O SMITH CORPORATION 5960 FALCON ROAD IL ROCKFORD $1,896 $1,896.00 88065 A O SMITH CORPORATION 3301 CLINE ROAD IN CORYDON $1,323 $1,323.96 18270 A O SMITH CORPORATION P O BOX 510 SC MCBEE $330 $330.00 86206 A O SMITH CORPORATION 52 A O SMITH ROAD TN MILAN $82 $82 $165.00 53507 A O SMITH CORPORATION 3533 N 27TH STREET WI MILWAUKEE $1,350 $1,350.00 CUST. TOTAL ..... 4,569 82 330 82 5,064.96 76254 A SCHULMAN INC 3550 WEST MARKET STREET OH AKRON $55 $55.00 CUST. TOTAL ..... 55 55.00 82153 A SHULMAN % THE SUN PRENE CO OH BELLEVUE $82 $82.50 CUST. TOTAL ..... 82 82.50 25619 A T & T P O BOX 105154 GA ATLANTA $4,651 $4,651.20 CUST. TOTAL ..... 4,651 4,651.20 57838 A W COMPOUNDERS 5 PINELANDS AVENUE ON STONEY CREEK $55 $55.00 CUST. TOTAL ..... 55 55.00 05724 ABB POWER T & D COMPANY P O BOX 2448 IN MUNCIE $1,895 $1,895.12 84236 ABB POWER T & D COMPANY 1400 PARK AVE NJ LINDEN $275 $275.00 CUST. TOTAL ..... 1,895 275 2,170.12 88301 ABB POWER T&D COMPANY RESERVE ROAD CT HARTFORD $602 $602.35 CUST. TOTAL ..... 602 602.35 82951 ABBOTT LABORATORIES INBOUND FREIGHT PAYMENT IL ABBOTT PARK $2,007 $2,034 $4,041.74 18338 ABBOTT LABORATORIES 16TH & SHERIDAN ROAD IL N CHICAGO $1,179 $2,311 $3,490.10 CUST. TOTAL ..... 3,186 2,311 2,034 7,531.84
JOB-RCPMO5 FNR 5/02/93 CO-CODE: O A G E D A C C O U N T S R E C E I V A B L E ENDING-DATE 5/01/93 PAGE# 2 S.C. CUST.# CUSTOMER ADDRESS ST. CITY 0-TO-30 31-TO-60 61-TO-90 OVER-90 TOTAL BAL. DUE 89910 ABC TRAFFIC SERVICE P O BOX 26035 NC CHARLOTTE $5,811 $5,811.00 CUST. TOTAL ..... 5,811 5,811.00 00130 ABCO P O BOX 335 SC ROEBUCK $75 $2,981 $3,056.88 CUST. TOTAL ..... 75 2,981 3,056.88 53282 ABSORPTION SYSTEMS INC. P O BOX 387 NJ MILLBURN $4,904 $4,501 $1,155 $5,528 $16,089.84 CUST. TOTAL ..... 4,904 4,501 1,155 5,528 16,089.84 83835 ACCENT STRIPE CO 3275 BENZING RD NY ORCHARD PARK $4,168 $4,168.00 CUST. TOTAL ..... 4,168 4,168.00 73385 ACCOUNTS RECEIVABLE PA. LIONVILLE $704- $704.00- CUST. TOTAL ..... 704- 704.00- 89077 ACCU PAC INC 301 ISLAND RD NJ MAHWAH $110 $110.00 CUST. TOTAL ..... 110 110.00 79319 ACE CORP P O BOX 296 LA KEITHVILLE $1,762 $1,762.50 CUST. TOTAL ..... 1,762 1,762.50 58739 ACE HARDWARE CORP 21901 CENTRAL AVENUE IL MATTESON $357 $357.50 CUST. TOTAL ..... 357 357.50 55539 ACE PAPER PRODUCTS 7986 N TELEGRAPH ROAD MI MONROE $576 $576.50 CUST. TOTAL ..... 576 576.50 72036 ACERLAN 609 STONE AVE TX LAREDO $4,010 $4,010.00 CUST. TOTAL 4,010 4,010.00 03373 ACHEM CORPORATION P O BOX 930 SC COWPENS $105 $105.00 CUST. TOTAL 105 105.00 52663 ACID PRODUCTS CO INC 600 WEST 41ST STREET IL CHICAGO $413 $413.77 CUST. TOTAL 413 413.77 00230 ACME BORDEN 1401 CIRCLE AVENUE IL FOREST PART $8,631 $1,828 $1,195 $11,655.29 CUST. TOTAL ..... 8,631 1,828 1,195 11,655.29 09734 ACME RESIN CORPORATION 10330 W ROOSEVELT RD IL WESTCHESTER $660 $660.00 CUST. TOTAL ..... 660 660.00 10327 ACTO KLEEN COMPANY 7869 PARAMOUNT BLVD CA PICO RIVERA $959 $959.80 CUST. TOTAL ..... 959 959.80 74621 ACUCOTE INC 910 EAST ELM STREET NC GRAHAM $110 $110.00 CUST. TOTAL ..... 110 110.00 15601 ADCOM METALS COMPANY INC STEPHENS DRIVE KY NICHOLASVILLE $247 $247.50 CUST. TOTAL ..... 247 247.50 75608 ADM TRANSPORT P O BOX 3574 GA MACON $290 $290.00 CUST. TOTAL ..... 290 290.00
JOB-RCPMO5 FNR 5/02/93 CO-CODE: O A G E D A C C O U N T S R E C E I V A B L E ENDING-DATE 5/01/93 PAGE# 3 S.C. CUST.# CUSTOMER ADDRESS ST. CITY 0-TO-30 31-TO-60 61-TO-90 OVER-90 TOTAL BAL. DUE 10248 ADVANCE TRANSMIT MIX 613 OAK LANE PA GLENOLDEN $200 $200.00 CUST. TOTAL ..... 200 200.00 24115 ADVANCED AEROMATICS P O BOX 1516 TX BAYTOWN $27 $27.50 CUST. TOTAL ..... 27 27.50 13543 AEROVOX INDUSTRIES INC 740 BELLEVILLE AVENUE MA NEW BEDFORD $137 $82 $412 $632.50 CUST. TOTAL ..... 137 82 412 632.50 72191 AERVOE PACIFIC 1198 SAN MILL ROAD NV GARDNERVILLE $27 $27.50 CUST. TOTAL ..... 27 27.50 89937 AG DIV CIBA-GEIGY CORP C/O MID-OHIO CHEMICAL CO OH MT STERLING $110 $110.00 CUST. TOTAL ..... 110 110.00 84971 AG ORGANICS 130 BRAINARDS ROAD NJ PHILLIPSBURG $2,021 $2,021.89 CUST. TOTAL ..... 2,021 2,021.89 82915 AGWAY INCS 729 LOUCKS MILL ROAD PA YORK $23 $23.00 CUST. TOTAL ..... 23 23.00 00890 AIR PRODUCTS & CHEMICALS P O BOX 97 KY CALVERT CITY $2,434 $220 $2,654.18 01271 AIR PRODUCTS & CHEMICALS P O BOX 227 MA HOPKINTON $3,588 $3,588.00 39670 AIR PRODUCTS & CHEMICALS P O BOX 231 NJ PAULSBORO $11,858 $11,858.65 00660 AIR PRODUCTS & CHEMICALS P O BOX 25702 PA LEHIGH VALLEY $29,947 $2,917 $210 $648 $33,722.75 68983 AIR PRODUCTS & CHEMICALS 409 OLD PELZER RD SC PIEDMONT $540 $540.72 90059 AIR PRODUCTS & CHEMICALS C/O E I DUPONT WV BELLE $1,173 $1,173.00 CUST. TOTAL ..... 49,542 2,917 430 648 53,537.30 15823 AIRCO INDUSTRIAL GASES P O BOX 590 DE CLAYMONT $19,071 $13,595 $32,666.95 65189 AIRCO INDUSTRIAL GASES P O BOX 361 MO PASADENA $1,026 $1,026.60 07177 AIRCO INDUSTRIAL GASES 9 RANGER DR ME KITTERY $2,748 $1,497 $4,245.78 71826 AIRCO INDUSTRIAL GASES P O BOX 417 NJ MIDDLESEX $20,600 $20,600.50 05256 AIRCO INDUSTRIAL GASES 101 CATHERINE STREET NY BUFFALO $1,062 $1,062.00 89243 AIRCO INDUSTRIAL GASES 2095 MARIE-VICTORIAN ST PQ CONTRECOEUR $7,537 $1,448 $8,986.55 01158 AIRCO INDUSTRIAL GASES P O BOX 247 WV CHESTER $499 $499.21 CUST. TOTAL ..... 50,984 17,603 499 69,087.59 16930 AKRON CITY HOSPITAL 525 E MARKET ST OH AKRON $253 $596 $849.50 CUST. TOTAL ..... 253 596 849.50 10464 AKRON DISPERSIONS 3291 SAWMILL ROAD OH COPLEY $524 $524.00 CUST. TOTAL ..... 524 524.00 79280 AKZO CHEMICALS ROUTE 2 WV GALLIPOLIS FER $55 $55.00 CUST. TOTAL ..... 55 55.00 28980 AKZO CHEMICALS INC US HWY 341 EAST GA BAXLEY $4,296 $4,296.12 68866 AKZO CHEMICALS INC P O BOX 909711 IL CHICAGO $33,809 $612 $34,421.80 88745 AKZO CHEMICALS INC 300 SOUTH RIVERSIDE PLAZ IL CHICAGO $3,202 $2,430 $10,890 $16,522.50 75350 AKZO CHEMICALS INC 2904 MISSOURI AVE IL E SAINT LOUIS $1,389 $1,389.60 04590 AKZO CHEMICALS INC 8201 WEST 47TH STREET IL MCCOOK $2,776 $2,776.00
JOB-RCPMO5 FNR 5/02/93 CO-CODE: O A G E D A C C O U N T S R E C E I V A B L E ENDING-DATE 5/01/93 PAGE# 4 S.C. CUST.# CUSTOMER ADDRESS ST. CITY 0-TO-30 31-TO-60 61-TO-90 OVER-90 TOTAL BAL. DUE 78000 AKZO CHEMICALS INC 9901 SAND CREEK HWY MI WESTON $4,519 $3,246 $198- $7,567.96 78070 AKZO CHEMICALS INC MEADOW ROAD NJ EDISON $3,552 $3,552.55 51815 AKZO CHEMICALS INC 2153 LOCKPORT-OLCOTT RD NY BURT $25 $25.00 78887 AKZO CHEMICALS INC 1313 WINDSOR AVENUE OH COLUMBUS $1,946 $1,028 $2,974.69 23132 AKZO CHEMICALS INC 13000 BAY PARK ROAD TX PASADENA $1,453 $4,584 $150- $5,887.50 78040 AKZO CHEMICALS INC P O BOX 1721 WV GALLIPOLIS FRY $7,164 $1,991 $9,155.69 CUST. TOTAL ..... 58,157 14,052 2,082 14,278 88,869.41 74507 AK20 COATINGS AMERICA IN 434 W. MEATS AVENUE CA ORANGE $110 $137 $247.50 CUST. TOTAL ..... 110 137 247.50 68590 AKZO COATINGS INC 4730 CRITTENDEN DRIVE KY LOUISVILLE $948 $948.00 86868 AKZO COATINGS INC P O BOX 7062 MI TROY $27 $82 $220 $412 $742.50 68630 AKZO COATINGS INC 100 BELMONT DRIVE NJ SOMERSET $646 $646.48 CUST. TOTAL ..... 673 1,030 220 412 2,336.98 22800 AKZO SALT INC 2085 MANCHESTER RD OH AKRON $2,264 $2,264.75 CUST. TOTAL ..... 2,264 2,264.75 05719 ALBRIGHT & WILSON AMERIC P O BOX 26229 VA RICHMOND $6,553 $935 $210 $7,698.23 CUST. TOTAL ..... 6,553 935 210 7,698.23 68562 ALCAN ROLLED PRODUCTS 151 JOHN JAMES AUDUBON P NY AMHERST $27 $137 $165.00 CUST. TOTAL ..... 27 137 165.00 76624 ALCHEM PRODUCTS P O BOX 137 PA NEWTOWN SQUARE $2,693 $2,693.00 CUST. TOTAL ..... 2,693 2,693.00 88592 ALODA ALUMINUM PARK AVENUE EAST NY MASSENA $3,910 $3,910.50 CUST. TOTAL ..... 3,910 3,910.50 88067 ALCOA SPECIALTY CHEMICAL 213 WARD CIRCLE TN BRENTWOOD $1,874 $1,413 $666 $3,954.22 CUST. TOTAL ..... 1,874 1,413 666 3,954.22 10125 ALEX C FERGUSSON CO SPRING MILL DRIVE PA FRAZER $10,649 $1,503 $972 $391- $12,733.40 CUST. TOTAL ..... 10,649 1,503 972 391- 12,733.40 89985 ALISO WATER MGMT AGENCIE 28303 ALICIA PARKWAY CA LAGUNA NIGUEL $588 $588.00 CUST. TOTAL ..... 588 588.00 88300 ALKO AMERICA 106 ELM ST SC LANCASTER $1,406 $1,406.99 CUST. TOTAL ..... 1,406 1,406.99 87558 ALL AMERICAN GOURMET 607 PHILLIPS ST NY FULTON $82 $27 $110.00 CUST. TOTAL ..... 82 27 110.00 85103 ALL AMERICAN READY MIX I 530 FAILE STREET NY BRONX $40 $40.00 CUST. TOTAL ..... 40 40.00 54663 ALL CHEMICAL 104 JAPHET STREET TX HOUSTON $412 $412.50 CUST. TOTAL ..... 412 412.50
JOB-RCPMO5 FNR 5/02/93 CO-CODE: O A G E D A C C O U N T S R E C E I V A B L E ENDING-DATE 5/01/93 PAGE# 5 S.C. CUST.# CUSTOMER ADDRESS ST. CITY 0-TO-30 31-TO-60 61-TO-90 OVER-90 TOTAL BAL. DUE 89888 ALL TANK TRANSPORT 900 FLOORA AVENUE OH AKRON $1,480 $1,480.00 CUST. TOTAL ..... 1,480 1,480.00 04436 ALLEGHENY LUDLUM STEEL P O BOX 565 PA LEECHBURG $82 $27 $110.00 68399 ALLEGHENY LUDLUM STEEL 130 LINCOLN AVE PA VANDERGRIFT $55 $55.00 CUST. TOTAL ..... 82 55 27 165.00 80716 ALLEGHENY PARTICLEBOARD RD 1 BOX 266 PA KANE $250 $250.00 CUST. TOTAL ..... 250 250.00 01160 ALLENTOWN CEMENT COMPANY P O BOX 199 PA BLANDON $84,224 $13,201 $59- $2,797 $100,183.72 08404 ALLENTOWN CEMENT COMPANY P O BOX 199 PA BLANDON $1,041 $1,041.16 CUST. TOTAL ..... 85,265 13,201 59- 2,797 101,204.88 70641 ALLIANCE AGRANOMICS 6526 MECHANICSVILLE TURN VA MECHANICSVILLE $10,434 $10,434.02 CUST. TOTAL ..... 10,434 10,434.02 01630 ALLIANCE CHEMICAL COMPAN 33 AVENUE P NJ NEWARK $55 $55.00 CUST. TOTAL ..... 55 55.00 90090 ALLIANCE FERTILIZER CORP 5810 MEADOW BRIDGE RD VA MECHANICSVILLE $849 $849.00 CUST. TOTAL ..... 849 849.00 85169 ALLIANCE PAINT AND COATI 510 W ELY STREET OH ALLIANCE $27 $27.50 CUST. TOTAL ..... 27 27.50 81201 ALLIED CHEMICAL P O BOX 2000 DO AMHERSTBURG $3,112 $3,112.73 CUST. TOTAL ..... 3,112 3,112.73 20486 ALLIED COLLOIDS INC 2301 WILROY ROAD VA SUFFOLK $147 $550 $697.00 CUST. TOTAL ..... 147 550 697.00 72358 ALLIED PROCESSORS 701 TIFFANY STREET WI BOYCEVILLE $137 $302 $440.00 CUST. TOTAL ..... 137 302 440.00 55076 ALLIED-SIGNAL INC 6100 PHILADELPHIA PIKE DE CLAYMONT $24 $1,704 $1,728.00 16035 ALLIED-SIGNAL INC 5005 SOUTH HARLEM AVENUE IL BERWYN $72 $72.00 89481 ALLIED-SIGNAL INC P O BOX 1748 KS PITTSBURG $23,731 $2,785 $26,516.00 89597 ALLIED-SIGNAL INC P O BOX 1087 NJ MORRISTOWN $8,809 $8,809.00 86928 ALLIED-SIGNAL INC FRICTION MATERIALS GROUP OH CLEVELAND $8,082 $6,547 $8,611 $23,241.12 07040 ALLIED-SIGNAL INC BERMUDA & MARGARET STS PA PHILADELPHIA $23,445 $23,445.60 01431 ALLIED-SIGNAL INC FIBERS DIV SC COLUMBIA $110 $86 $5,244 $5,440.38 15005 ALLIED-SIGNAL INC ROUTE 10--- VA HOPEWELL $61,350 $1,464 $90 $2,571- $60,333.91 88974 ALLIED-SIGNAL INC C/O CHEMICAL LEAMAN TANK VA PRINCE GEORGE $118,431 $75 $23,534 $142,040.84 CUST. TOTAL ..... 244,056 12,576 32,321 2,672 291,626.85 51486 ALP LIGHTING 6965 AIRPORT HWY NJ PENNSAUKEN $110 $110.00 CUST. TOTAL ..... 110 110.00 10685 ALPHA CHEMICAL CORP 1 JABEZ AVENUE NJ NEWARK $82 $82.50 CUST. TOTAL ..... 82 82.50
JOB-RCPMO5 FNR 5/02/93 CO-CODE: O A G E D A C C O U N T S R E C E I V A B L E ENDING-DATE 5/01/93 PAGE# 6 S.C. CUST.# CUSTOMER ADDRESS ST. CITY 0-TO-30 31-TO-60 61-TO-90 OVER-90 TOTAL BAL. DUE 89644 ALTERNATE CIRCUIT TECHNO 46 ROGERS RD MA WARD HILL $550 $550.00 CUST. TOTAL ..... 550 550.00 39045 ALUMAX ALUMINUM CORP P O BOX 3167 PA LANCASTER $263 $263.73 CUST TOTAL ...... 263 263.73 79260 ALUMAX MILL PRODUCTS INC 1111 IOWA STREET CA RIVERSIDE $3,269 $3,269.72 CUST. TOTAL ..... 3,269 3,269.72 89342 ALUMINUM COMPANY OF AMER P O BOX 170 PA PITTSBURGH $1,749 $2,024 $3,773.00 CUST. TOTAL .... 1,749 2,024 3,773.00 08590 ALVA INC P O BOX 5857 SC GREENVILLE $55 $55- $1,184 $1,184.40 CUST. TOTAL ..... 55 55- 1,184 1,184.40 87870 AM PEL CORP 7200 HICKMAN IA DES MOINES $3,931 $3,931.84 CUST. TOTAL ..... 3,931 3,931.84 04257 AMANA REFRIGERATION INC MAIN STREET IA AMANA $2,717 $2,717.96 55621 AMANA REFRIGERATION INC 1810 WILSON PARKWAY TN FAYETTEVILLE $738 $738.00 CUST. TOTAL ..... 738 2,717 3,455.96 88722 AMCHEM PRODUCTS INC P O BOX 2111 MI WARREN $1,506 $1,363 $2,869.00 CUST. TOTAL ..... 1,506 1,363 2,869.00 58615 AMERADA HESS CORPORATION P O BOX 6950 NJ WOODBRIDGE $792 $2,117 $2,909.85 CUST. TOTAL ..... 792 2,117 2,909.85 28659 AMERIBROM INC P O BOX 24 HWY 133 WEST NC ROCKY POINT $628 $628 $1,256.00 CUST. TOTAL ..... 628 628 1,256.00 04999 AMERICAN & EFIRD MILLS P O BOX 507 NC MOUNT HOLLY $1,062 $1,062.00 CUST. TOTAL ..... 1,062 1,062.00 76703 AMERICAN CHEMICAL CORP 46915 LIBERTY DR MI WIXON $165 $165.00 CUST. TOTAL ..... 165 165.00 80552 AMERICAN CHEMICAL WORKS P O BOX 6031 RI PROVIDENCE $183 $183 $3,635 $4,002.64 CUST. TOTAL ..... 183 183 3,635 4,002.64 02250 AMERICAN CYANAMID COMPAN P O BOX 1924 AL MOBILE $336 $336.00 02150 AMERICAN CYANAMID COMPAN P O BOX 425 CT WALLINGFORD $8,835 $1,163 $1,006 $185- $10,819.50 02640 AMERICAN CYANAMID COMPAN 1801 CYANAMID ROAD FL PACE $2,244 $2,244.50 11165 AMERICAN CYANAMID COMPAN 10800 RIVER ROAD LA AVONDALE $200 $200.00 54434 AMERICAN CYANAMID COMPAN P O BOX 545 MI ESCANABA $3,747 $1,545 $5,292.82 03020 AMERICAN CYANAMID COMPAN 2715 MILLER RD MI KALAMAZOO $23,938 $2,442 $1,262 $1,017 $28,660.90 51943 AMERICAN CYANAMID COMPAN P O BOX 817 MO HANNIBAL $43,624 $18,018 61,642.00 85937 AMERICAN CYANAMID COMPAN STATE ROUTE 168 & J J S P MO SOUTH RIVER $11,009 $382- $10,627.75 74123 AMERICAN CYANAMID COMPAN P O BOX 32787 NC CHARLOTTE $150,090 $9,201 $2,059 $650 $162,001.00 82616 AMERICAN CYANAMID COMPAN P O BOX 32787 NC CHARLOTTE $8,271 $923 $9,194.59 86233 AMERICAN CYANAMID COMPAN INTERNATIONAL BILLING ON NC CHARLOTTE $447 $275 $722.50 02220 AMERICAN CYANAMID COMPAN WEST MAIN STREET NJ BOUND BROOK $415 $415 $830.00
JOB-RCPMO5 FNR 5/02/93 CO-CODE: O A G E D A C C O U N T S R E C E I V A B L E ENDING-DATE 5/01/93 PAGE# 7 S.C. CUST.# CUSTOMER ADDRESS ST. CITY 0-TO-30 31-TO-60 61-TO-90 OVER-90 TOTAL BAL. DUE 02260 AMERICAN CYANAMID COMPAN BOX 31 NJ LINDEN $24 $48 $72.00 11205 AMERICAN CYANAMID COMPAN FT OF TREMLEY PT RD NJ WARNERS $3,627 $3,627.85 09030 AMERICAN CYANAMID COMPAN 1 CYANAMID PLAZA NJ WAYNE $1,822 $564 2,386.50 07383 AMERICAN CYANAMID COMPAN CUTTER DOCK ROAD NJ WOODBRIDGE $440 $440.00 88963 AMERICAN CYANAMID COMPAN ATTN ACCTS PAYABLE - MR WV BELMONT $1,900 $1,900.00 02280 AMERICAN CYANAMID COMPAN ROUTE 2 NORTH WV WILLOW ISLAND $40,739 $5,687 $210 $46,636.83 CUST. TOTAL ..... 301,241 39,452 5,276 1,665 347,634.00 73310 AMERICAN ELECRIC 8733 HAMILTON RD MS SOUTHAVEN $1,750 $1,750 $3,500.00 CUST. TOTAL ..... 1,750 1,750 3,500.00 55261 AMERICAN FIBRIT INC 76 ARMSTRONG ROAD MI BATTLE CREEK $473 $473.00 CUST. TOTAL ..... 473 473.00 90236 AMERICAN INK AND COATING PERKIMOMEN ROAD MI PHOENIXVILLE $55 $55.00 CUST. TOTAL ..... 55 55.00 89912 AMERICAN LUBRICATING CO 500 S FRONT ST TN MEMPHIS $838 $838.44 CUST. TOTAL ..... 838 838.44 02324 AMERICAN NATIONAL CAN CO P O BOX 66935 IL CHICAGO $110 $110.00 CUST. TOTAL ..... 110 110.00 88189 AMERICAN PACKAGING CORP COATING DIVISION PA PHILADELPHIA $4,751 $556 $5,307.60 CUST. TOTAL ..... 4,751 556 5,307.60 83045 AMERICAN RESOURCE RECOVE 901 EAST BODLEY TN MEMPHIS $4,180 $1,050 $420 $21,905 $27,555.50 CUST. TOTAL ..... 4,180 1,050 420 21,905 27,555.50 83682 AMERICAN SAW & MFG CO P O BOX 504 MA E LONGMEADOW $135 $135.00 CUST. TOTAL ..... 135 135.00 25602 AMERICAN STANDARD 605 SOUTH ELLSWORTH AVE 0H SALEM $82 $82.50 CUST. TOTAL ..... 82 82.50 59039 AMERICAN STEEL FOUNDRY 3761 CANAL STREET IN E CHICAGO $513 $513.00 57901 AMERICAN STEEL FOUNDRY 1001 E BROADWAY OH ALLIANCE $220 $220.00 CUST. TOTAL ..... 513 220 733.00 03260 AMERICAN SWEETERNS INC LEE BOULEVARD PA FRAZER $34,260 $34,260.80 CUST. TOTAL ..... 34,260 34,260.80 03240 AMERICAN SYNTHETIC RUBB 4520 CAMP ROUND ROAD KY LOUISVILLE $27 $27.50 CUST. TOTAL ..... 27 27.50 85407 AMERICAN ULTRA SPECIALTI 6855 INDUSTRIAL PARKWAY OH HUDSON $192 $192.50 CUST. TOTAL ..... 192 192.50 83070 AMERIPOL SYNPOL COMPANY P O BOX 667 TX PORT NECHES $50 $50.00 CUST. TOTAL ..... 50 50.00 08163 AMERON COMPANY P O BOX 192610 AR LITTLE ROCK $137 $137.50 CUST. TOTAL ..... 137 137.50
JOB - RCPMO5 FNR 5/02/93 CO - CODE: O A G E D A C C O U N T S R E C E I V A B L E ENDING-DATE 5/01/93 PAGE# 8 S.C. CUST # CUSTOMER ADDRESS ST CITY 0-TO-30 31-TO-60 61-TO-90 OVER-90 TOTAL BAL-DUE 76864 AMOCO CHEMICAL COMPANY 2357 STANDARD AVENUE IN WHITING $693 $693.00 CUST. TOTAL .... 693 693.00 04370 AMOCO CHEMICAL CORP PO BOX 2215 AL DECATUR $9,272 $9,272.75 03949 AMOCO CHEMICAL CORP 200 EAST RANDOLPH DRIVE IL CHICAGO $21,032 $18,794 $443 $40,269.80 09572 AMOCO CHEMICAL CORP P O BOX 1488 TX ALVIN $987 $987.33 CUST. TOTAL..... $31,292 18,794 443 $50,529.88 71699 AMOCO OIL CORP P O BOX 9090 IA DES MOINES $2,440 $2,440.16 02960 AMOCO OIL CORP 2300 STANDARD AVENUE IN WHITING $110 $226- $116.00- 03098 AMOCO OIL CORP BOX 1088 PA MECHANICSBURG $8,198 $8,198.86 03170 AMOCO OIL CORP 2401 5TH AVENUE SOUTH TX TEXAS CITY $2,504 $2,504.50 CUST. TOTAL .... 13,253 226- $13,027.52 75656 AMOCO PERFORMANCE PRODUC 3702 CLANTON GA AUGUSTA $357 $412 $15- $755.00 55009 AMOCO PERFORMANCE PRODUC RIVERVIEW ROAD OH MARIETTA $3,525 $27 $3,553.37 CUST. TOTAL..... 3,883 412 12 $4,308.37 68950 AMOCO PETROLEUM ADDITIVE P O BOX 968 MS NATCHEZ $398 398.00 CUST. TOTAL .... 398 398.00 18327 AMREX CHEMICAL CO INC 117 E FREDERICK STREET NY BINGHAMTON $845 $1,095 $1,940.00 CUST. TOTAL .... 845 1,095 1,940.00 53724 AMSPEC CHEMICAL CORP FOOT OF WATER ST NJ GLOUCESTER CIT $14,615 $7,465 $22,081.61 CUST. TOTAL .... 14,615 7,465 22,081.61 86917 AMTEX 1500 KINGSVIEW DRIVE OH LEBANON $130 $130.00 CUST. TOTAL .... 130 130.00 11390 ANCHOR CONTINENTAL 2000 S BELT LINE BLVD SC COLUMBIA $110 $110.00 CUST. TOTAL .... 110 110.00 02538 ANDERSON DEVELOPMENT 1415 EAST MICHIGAN STREE MI ADRIAN $3,668 $3,668.70 CUST. TOTAL .... 3,668 3,668.70 03037 ANDREW JERGENS COMPANY 2535 SPRING GROVE OH CINCINNATI $55 $55.00 CUST. TOTAL .... 55 55.00 86864 ANGUS CHEMICAL COMPANY 1500 E LAKE COOK ROAD IL BUFFALO GROVE $65,979 $8,254 $74,234.45 17782 ANGUS CHEMICAL COMPANY 2211 SANDERS ROAD IL NORTHBROOK $75- $75.00- 18630 ANGUS CHEMICAL COMPANY P O BOX 1325 LA STERLINGTON $9,620 $9,620.00 79419 ANGUS CHEMICAL COMPANY P O BOX 626 LA STERLINGTON $12,690 $12,960.00 CUST. TOTAL .... 75,599 20,944 $75- $96,469.45 28341 ANHEUSER BUSCH INC 15800 ROSCOE BLVD CA VAN NUYS $1,563 $42 $1,605.00 53439 ANHEUSER BUSCH INC 200 US HWY 1 NJ NEWARK $52 $52.52 15833 ANHEUSER BUSCH INC P O BOX 200 NY BALDWINSVILLE $260 $260.00 61241 ANHEUSER BUSCH INC 8688 MARKET ST TX HOUSTON $120 $120.00 15060 ANHEUSER BUSCH INC P O DRAWER U VA WILLIAMSBURG $137 $137.50 CUST. TOTAL .... 1,615 $42 $517 $2,175.02
JOB - RCPMO5 FNR 5/02/93 CO - CODE: O A G E D A C C O U N T S R E C E I V A B L E ENDING-DATE 5/01/93 PAGE# 9 S.C. CUST # CUSTOMER ADDRESS ST CITY 0-TO-30 31-TO-60 61-TO-90 OVER-90 TOTAL BAL-DUE 03880 ANSUL COMPANY BLDG 112 PIERCE AVENUE WI MARINETTE $275- $275.00- CUST TOTAL...... 275- 275.00- 79329 APACHE CHEMICAL 8200 SHELL RD VA RICHMOND $2,929 $2,929.75 CUST TOTAL...... 2,929 2,929.75 55713 APGAR OIL COMPANY 625 E CONGRESS STREET PA ALLENTOWN $455 $455.66 CUST.TOTAL...... 455 455.66 87221 APOLLO AMERICA CORP 701 PORT ROAD IN JEFFERSONVILLE $30,719 $5,962 $5,461 $82 $42,226.02 CUST TOTAL...... 30,719 5,962 5,461 82 42,226.02 67321 APOLLO CHEMICAL CORP 1105 SOUTHERLAND ST NC GRAHAM $3,958 $27- $3,930.70 CUST TOTAL...... 3,958 27- 3,930.70 89545 APOLLO WATER 7777 INDUSTRY AVE CA PICO RIVERA $156 $156.00 CUST TOTAL...... $156 156.00 05286 APPALACHIAN POWER COMPAN MOUNTAINEER PLANT WV NEW HAVEN $50 $50.00 CUST TOTAL...... 50 50.00 86406 APPERSON CHEMICAL INC C/O SUN STATE SUPPLY FL CASSELBERRY $27 $27.50 CUST TOTAL...... 27 27.50 06466 APPLETON PAPERS INC 1030 W ALEX BELL ROAD OH W. CARROLLTON $11,207 $4,435 $44 $5,880 $21,568.36 CUST TOTAL...... 11,207 4,435 44 5,880 21,568.36 38520 AQUALON COMPANY P O BOX 350 NJ PARLIN $1,551 $367 $790 $2,864 $5,572.96 59153 AQUALON COMPANY 1111 HERCULES RD VA HOPEWELL $1,872 $1,872.70 CUST TOTAL...... $3,424 $367 $790 $2,864 7,445.66 26786 AQUATECH CHEMICAL INTL 408 ALBURN AVENUE MI PONTIAC $1,327 $27 $1,355.00 CUST TOTAL...... 1,327 27 1,355.00 89339 ARANCIA INTERNATIONAL C/O ARELLANI INC TX LAREDO $2,129 $2,129.00 CUST TOTAL...... 2,129 2,129.00 59813 ARBCO P O BOX 0 PA EXPORT $104 $104.00 CUST TOTAL...... 104 104.00 89870 ARCADIAN C/O HELMS FERTILIZER TN MEMPHIS $1,339 $1,339.02 CUST TOTAL...... 1,339 1,339.02 18510 ARCADIAN CORPORATION 23 COLUMBIA NITROGEN RD GA AUGUSTA $4,485 $4,485.00 66883 ARCADIAN CORPORATION 5100 POPLAR AVENUE TN MEMPHIS $24,963 $1,520- $35 $23,478.26 CUST.TOTAL...... $29,448 1,520- 35 $27,963.26 82479 ARCADIAN FERTILIZER L P 6750 POPLAR AVE - SUITE TN MEMPHIS $2,188 $2,188.70 CUST.TOTAL...... 2,188 2,188.70 12012 ARCHER DANIELS MIDLAND C P O BOX 1445 IA CEDAR RAPIDS $2,328 $82 $2,411.00 CUST.TOTAL...... 2,328 82 2,411.00
JOB - RCPMO5 FNR 5/02/93 CO - CODE: O A G E D A C C O U N T S R E C E I V A B L E ENDING-DATE 5/01/93 PAGE# 10 S.C. CUST # CUSTOMER ADDRESS ST CITY 0-TO-30 31-TO-60 61-TO-90 OVER-90 TOTAL BAL-DUE 02708 ARCO CHEMICAL COMPANY P O BOX 17625 MO SAINT LOUIS $7,757 $6,581 $2,406 $120 $16,864.37 06555 ARCO CHEMICAL COMPANY 3801 WEST CHESTER PIKE PA NEWTOWN SQUARE $27 $649 $1,673 $2,350.25 09500 ARCO CHEMICAL COMPANY P O BOX 1568 TX CHANNELVIEW $2,639 $55 $2,694.50 84888 ARCO CHEMICAL COMPANY P O BOX 8004/BLDG 82-248 WV S CHARLESTON $675 $975 $1,650.00 CUST TOTAL.... $11,099 $8,260 $4,079 $120 $23,559.12 65457 ARIES P O BOX 169A NV CASTORLAND $2,960 $1,224 $4,184.00 CUST TOTAL.... $2,960 $1,224 $4,184.00 67876 ARISTECH CHEMICAL CORP 291 W ADAMS STREET CA COLTON $45 $45.00 60087 ARISTECH CHEMICAL CORP P O BOX 2130 FL BARTOW $168 $168.00 12448 ARISTECH CHEMICAL CORP 7530 EMPIRE DRIVE KY FLORENCE $5,796 $4,725 $966 $11,487.50 85140 ARISTECH CHEMICAL CORP P O BOX 127 OH IRONTON $35,739 $458- $35,281.38 85050 ARISTECH CHEMICAL CORP 300 STATE STREET PA CLAIRTON $18,633 $1,204 $4,225 $24,063.75 70615 ARISTECH CHEMICAL CORP ISLAND AVENUE PA NEVILLE ISLAND $935 $838 $302 $675 $2,751.25 74203 ARISTECH CHEMICAL CORP ISLAND AVENUE PA PITTSBURGH $9,033 $150- $8,883.29 81914 ARISTECH CHEMICAL CORP NEVILLE ISLAND PLANT PA PITTSBURGH $249,235 $133,861 $16,247 $1,664- $397,679.60 82108 ARISTECH CHEMICAL CORP 600 GRANT STREET PA PITTSBURGH $3,285 $3,285.00 68276 ARISTECH CHEMICAL CORP P O BOX 600 TX PASADENA $24,687 $520 $1,579 $26,786.26 CUST TOTAL.... $344,104 $141,149 $17,515 $7,660 $510,431.03 11579 ARKANSAS EASTMAN COMPANY HIGHWAY 394 SOUTH AR MAGNESS $5,637 $2,695 $8,332.50 CUST TOTAL.... 5,637 2,695 8,332.50 04250 ARMCO INC P O BOX 832 PA BUTLER $2,799 $2,421 $774 $55 $6,050.50 CUST TOTAL.... 2,799 2,421 774 55 6,050.50 51446 ARMSTRONG WORLD INDUST 10 PLAIN STREET MA S BRAINTREE $55 $55.00 04520 ARMSTRONG WORLD INDUST P O BOX 184 NY FULTON $6,415 $6,415.02 04500 ARMSTRONG WORLD INDUST LIBERTY & CHARLOTTE ST PA LANCASTER $492 $492.00 26490 ARMSTRONG WORLD INDUST 6870 WESTBURY AVENUE PQ MONTREAL $3,097 $3,097.50 CUST TOTAL.... $6,907 $3,152 $1,059.52 06671 ARMTEX CORPORATION 803 NORTH OAKLAND STREET NC GASTONIA $277 $277.00 CUST TOTAL.... 277 277.00 86125 ARNCO 3400 INDEPENDENCE RD OH CLEVELAND $137 $137.50 CUST TOTAL.... 137 137.50 79514 ARNCO CORPORATION 3400 INDEPENDENCE RD OH CLEVELAND $55 $165 $330 $550.00 CUST TOTAL.... 55 165 330 550.00 00588 ARR MAZ PRODUCTS 621 SNIVELY AVENUE FL WINTER HAVEN $876 $876.40 CUST TOTAL.... 876 876.00 87061 ARROW TRANSPORATION CO INTERNATIONAL BILLING ON OR PORTLAND $1,850 $11,875 $11,745 $17,827 $43,297.50 CUST TOTAL.... 1,850 11,875 11,745 17,827 43,297.50 08533 ARSYNCO INCORPORATED FOOT OF 13TH STREET NJ CARLSTADT $918 $918.00 CUST TOTAL.... 918 918.00 04145 ARUNDEL CORPORATION P O BOX 38181 MD BALTIMORE $113 $113.52 CUST TOTAL.... 113 113.52
JOB - RCPMO5 FNR 5/02/93 CO - CODE: O A G E D A C C O U N T S R E C E I V A B L E ENDING-DATE 5/01/93 PAGE# 11 S.C. CUST # CUSTOMER ADDRESS ST CITY 0-TO-30 31-TO-60 61-TO-90 OVER-90 TOTAL BAL-DUE 72567 ASARCO INCORPORATED WEST PIMA MINE ROAD AZ SAHUARITA $27 $27.50 CUST TOTAL...... 27 $27.50 83586 ASEA BROWN BOVERI INC 1600 MONTEE STE JULIE PQ VARENESS $4,641 $4,641.80 CUST TOTAL...... 4,641 $4,641.80 85507 ASGROW FLORIDA CO 4144 HWY 39 NORTH FL PLANT CITY $55 $55.00 CUST TOTAL...... 55 $55.00 79056 ASHLAND CHEMICAL & SOLVE 200 DARROW ROAD OH AKRON $801- $801.90- CUST TOTAL...... 801- $801.90- 85670 ASHLAND CHEMICAL CO 2461 CROCKER CIRCLE CA FAIRFIELD $2,334 $2,334.40 CUST TOTAL...... 2,334 $2,334.40 04540 ASHLAND CHEMICAL COMPANY 3300 BALL STREET AL BIRMINGHAM $45 $45.00 57158 ASHLAND CHEMICAL COMPANY 6839 W CHICAGO ST AZ CHANDLER $1,744 $345 $2,089.73 80063 ASHLAND CHEMICAL COMPANY 2461 CROCKER CIRCLE CA FAIRFIELD $8,121 $8,121.79 69529 ASHLAND CHEMICAL COMPANY 6608 EAST 26TH STREET CA LOS ANGELES $1,260 $801 $2,062.24 12059 ASHLAND CHEMICAL COMPANY 8600 ENTERPRISE DR CA NEWARK $4,021 $1,247 $325 $1,828 $7,422.99 10596 ASHLAND CHEMICAL COMPANY 10505 SOUTH PAINTER CA SANTA FE SPRS $144 $5,251 $1,505 $6,900.73 03959 ASHLAND CHEMICAL COMPANY 3033 NW NORTH RIVER DRIV FL MIAMI $1,712 $1,712.25 05891 ASHLAND CHEMICAL COMPANY 200 N E 181ST STREET FL N MIAMI BEACH $45 $45 $90.00 69824 ASHLAND CHEMICAL COMPANY 5600 COMMERCE ST FL TAMPA $1,890 $1,890.80 06100 ASHLAND CHEMICAL COMPANY 4550 NE EXPRESSWAY GA DORAVILLE $3,499 $3,499.27 05370 ASHLAND CHEMICAL COMPANY 8500 S WILLOW SPRINGS RD IL WILLOW SPRINGS $357- $357.50- 10078 ASHLAND CHEMICAL COMPANY 1817 1/2 WEST INDIANA AV IN SOUTH BEND $863- $863.31- 64496 ASHLAND CHEMICAL COMPANY P O BOX 391 KY ASHLAND $5,879 $2,526 $8,405.65 05250 ASHLAND CHEMICAL COMPANY 4185 ALGONQUIN PARKWAY KY LOUISVILLE $55 $55.00 08849 ASHLAND CHEMICAL COMPANY 1500 CARBON AVENUE MD BALTIMORE $25- $25.00- 06750 ASHLAND CHEMICAL COMPANY 2011 TURNER STREET MI LANSING $932 $2,550 $82 $3,564.70 87538 ASHLAND CHEMICAL COMPANY 12005 TOEPFER RD MI WARREN $3,165 $1,436 $4,601.00 59542 ASHLAND CHEMICAL COMPANY 3930 GLENWOOD DR NC CHARLOTTE $2,115- $2,115.45- 01878 ASHLAND CHEMICAL COMPANY 2802 PATTERSON STREET NC GREENSBORO $1,172 $1,172.72 78099 ASHLAND CHEMICAL COMPANY RT 571 BLD #3 NJ CRANBURY $45 $45.00 13995 ASHLAND CHEMICAL COMPANY P O BOX 152 NY RENSSELAER $428 $402 $402 $1,232.26 04780 ASHLAND CHEMICAL COMPANY P O BOX 6250 OH AKRON $5,484 $7,969 $3,089 $2,182 $18,725.71 04010 ASHLAND CHEMICAL COMPANY 2191 WEST 110TH ST OH CLEVELAND $3,580 $165 $55 $3,800.89 59259 ASHLAND CHEMICAL COMPANY 3849 FISHER ROAD OH COLUMBUS $55 $742 $797.49 85433 ASHLAND CHEMICAL COMPANY P O BOX 2219 OH COLUMBUS $143 $143.80 82246 ASHLAND CHEMICAL COMPANY 5200 BLAZER PARKWAY OH DUBLIN $27- $220 $192.50 82834 ASHLAND CHEMICAL COMPANY 5200 BLAZER PARKWAY OH DUBLIN $255 $425 $880 $1,560.00 87426 ASHLAND CHEMICAL COMPANY 5200 BLAZER PARKWAY OH DUBLIN $4,962 $4,962.00 06686 ASHLAND CHEMICAL COMPANY 5700 LOMBARDO CENTRE OH SEVEN HILLS $112- $112.50 05186 ASHLAND CHEMICAL COMPANY 2620 ROYAL WINDSOR DRIVE ON MISSISSAUGA $247 $180 $90 $517.50 22016 ASHLAND CHEMICAL COMPANY 1-95 INDUSTRIAL PARK PA ASTON $4,253 $756 $402- $35- $4,571.38 18738 ASHLAND CHEMICAL COMPANY COLWELLS LANE PA CONSHOHOCKEN $137 $82 $220.00 46170 ASHLAND CHEMICAL COMPANY 400 ISLAND PARK RD PA EASTON $2,274 $1,161 $402 $3,838.20 02256 ASHLAND CHEMICAL COMPANY 2801 CHRISTOPHER COLUMBU PA PHILADELPHIA $27 $1,626 $1,653.69 61201 ASHLAND CHEMICAL COMPANY 1270 RUE NOBEL PQ BOUCHERVILLE $15,195 $3,359 $337- $18,218.43 06170 ASHLAND CHEMICAL COMPANY 729 MAUNEY DRIVE SC COLUMBIA $82 $522 $476 $1,081.00 06110 ASHLAND CHEMICAL COMPANY P O BOX 5716 SC GREENVILLE $299 $449 $748.00
JOB - RCPMO5 FNR 5/02/93 CO - CODE: O A G E D A C C O U N T S R E C E I V A B L E ENDING-DATE 5/01/93 PAGE# 12 S.C. CUST # CUSTOMER ADDRESS ST CITY 0-TO-30 31-TO-60 61-TO-90 OVER-90 TOTAL BAL-DUE 09570 ASHLAND CHEMICAL COMPANY 2351 CHANNEL AVE TN MEMPHIS $27 $27.50 04840 ASHLAND CHEMICAL COMPANY 8901 OLD GALVESTON RD TX HOUSTON $260 $260.00 CUST.TOTAL........ $59,365 $38,439 $5,896 7,055 $110,755.86 13635 ASHLAND OIL & REFINING C 200 NE 181ST STREET FL MIAMI $48 $48.00 CUST TOTAL........ $48 $48.00 03025 ASHTA PETROLEUM COMPAN P O BOX 391 KY ASHLAND $39 $39.00 CUST TOTAL........ 39 39.00 89297 ASHTA CHEMICALS CO/ITS P O BOX 127 NJ MONMOUTH BEACH $836 $836.00 CUST TOTAL........ 836 $836.00 75147 ASHTA CHEMICALS, INC. 3509 MIDDLE ROAD OH ASHTABULA $900 $450 $950 $2,300.00 CUST TOTAL........ 900 $450 $950 2,300.00 57067 ATCHINSON TOPEKA & SANTA P O BOX 1674 KS TOPEKA $4,387- $4,387.03- CUST TOTAL........ 4,387- 4,387.03- 83314 ATLANTIC CHEMICAL INTL I 11757 KATY FREEWAY TX HOUSTON $350 $350.00 CUST TOTAL........ 350 350.00 87804 ATLANTIC COAST POLYMERS PLAINFIELD INDUSTRIAL PK CT PLAINFIELD $10,251 $1,704 $11,955.50 CUST TOTAL........ 10,251 1,704 11,955.50 09219 ATLANTIC CONCRETE COMPAN P O BOX 321 DE MILFORD $409 $346 $755.67 CUST TOTAL........ 409 $346 755.67 16785 ATLANTIC CONTAINER LINES 1629 THAMES ST MD BALTIMORE $100 $100.00 81316 ATLANTIC CONTAINER LINES 28900 HEILDEBRNDT RD MI ROMULUS $1,350 $1,350.00 72348 ATLANTIC CONTAINER LINES 50 CRAGWOOD ROAD NJ S PLAINFIELD $17,689 $5,659 $1,640 $2,051 $27,040.40 CUST TOTAL........ 17,689 5,659 1,640 $3,501 $28,490.40 10595 ATLANTIC CONTAINER LINES 2170 N FLEETING ST NJ ELIZABETH $3,627 $3,222 $431 $7,281.00 CUST TOTAL........ 3,627 3,222 431 7,281.00 05000 ATLANTIC GELATIN HILL STREET MA WOBURN $27 $27.50 CUST TOTAL........ $27 27.50 04862 ATLANTIC REF & MARKETING 5145 SIMPSON FERRY ROAD PA MECHANICSBURG $1,446 $1,446.81 CUST TOTAL........ 1,446 1,446.81 81569 ATM INDUSTRIAL CORPORATI 1844 C TUCKER INDUSTRIAL GA TUCKER $2,527 $2,527.30 81950 ATM INDUSTRIAL CORPORATI 5901 LINCOLN AVE IL MORTON GROVE $293 $293.25 CUST TOTAL........ $2,820 $2,820.55 80612 ATD AUSIMONT CROWN POINT RD & LEONARD NJ THOROFARE $4,379- $100 $4,279.00- CUST TOTAL........ 4,379- 100 4,279.00- 83702 AUSIMONT USA INC 44 WHIPPANY ROAD NJ MORRISTOWN $900 $900.00 CUST TOTAL........ 900 900.00
JOB - RCPMO5 FNR 5/02/93 CO - CODE: O A G E D A C C O U N T S R E C E I V A B L E ENDING-DATE 5/01/93 PAGE# 13 S.C. CUST # CUSTOMER ADDRESS ST CITY 0-TO-30 31-TO-60 61-TO-90 OVER-90 TOTAL BAL-DUE 88151 AUTO EXPRESS HERCULES SA RAVON NO. 2810 NTE MX MONTERREY NL $1,530 $1,530 $2,050 $5,110.20 CUST. TOTAL ...... 1,530 1,530 2,050 5,110.20 11517 AUTO EXPRESS MERCURIO SA PROLONG VENUSTI CARR 320 MX MONTERREY NL $1,260 $9,000 $2,863 $14,123.70 CUST. TOTAL ...... 1,260 9,000 2,863 14,123.70 81714 AUTO TRANSPORTES RACAVE P O BOX 6249 TX LAREDO $30,028 $15,000 $31,204 $10,583 $86,815.90 CUST. TOTAL ...... 30,028 15,000 31,204 10,583 86,815.90 08851 AUTOLINEAS REGIONMONTANAS PROLONGACION DIAZ ORDAZ MX SAN NICHOLAS $28,350 $2,230 $5,711 $2,430 $38,721.60 CUST. TOTAL ...... 28,350 2,230 5,711 2,430 38,721.60 72913 AUTOSTYLE 5015 52ND ST SE MI GRAND RAPIDS $907 $907.50 CUST. TOTAL ...... 907 907.50 06760 AUTOSTYLE PLASTICS 505 KENDRICK S E MI GRAND RAPIDS $55 $488 $543.00 CUST. TOTAL ...... 55 488 543.00 05087 AUTOSTYLE PLASTICS 109 COUNTY ROAD KY HOPKINSVILLE $1,475 $192 $1,667.50 CUST. TOTAL ...... 1,475 192 1,667.50 85492 AVATAR CORPORATION 7728 W 99TH STREET IL HICKORY HILLS $406 $406.36 CUST. TOTAL ...... 406 406.36 03562 AVERY CHEMICAL DIVISION R O #2 BOX 70 PA MILL HALL $2,301 $661 $3,162.50 CUST. TOTAL ...... 2,301 661 3,162.50 14390 AVERY PRODUCTS CORP CALLER NUMBER 8002 OH PAINSEVILLE $49,509 $9,890 $1,547 $60,946.25 CUST. TOTAL ...... 49,509 9,890 1,547 60,946.25 86760 AXIM CONTRETE 8282 MIDDLE BRANCH RD OH MIDDLE BRANCH $2,268 $2,268.24 CUST. TOTAL ...... 2,268 2,268.24 59324 AZON SYSTEMS INC 2204 RAVINE RD MI KALAMAZOO $55 $82 $55 $192.50 CUST. TOTAL ...... 55 82 55 192.50 87648 BDP INTERNATIONAL INC 810-E OREGON AVE MO LINTHICUM $130 $130.00 61203 BDP INTERNATIONAL INC 510 WALNUT STREET PA PHILADELPHIA $989 $570 $1,589.19 CUST. TOTAL ...... 989 700 1,689.19 34980 P F GOODRICH CHEMICAL CO BOX 15 IL HENRY $55 $55.00 35010 P F GOODRICH CHEMICAL CO RT 130 SALEM COUNTY NJ PEDRICKTOWN $110 $364 $474.00 35050 P F GOODRICH CHEMICAL CO 240 WEST EMERLING AVENUE OH AKRON $2,231 $675 $279 $3,186.50 35040 P F GOODRICH CHEMICAL CO MOORE & WALKER ST OH AVON LAKE $1,429 $660 $2,089.44 35090 P F GOODRICH CHEMICAL CO P O BOX 30559 OH CLEVELAND $2,339 $2,339.70 69449 P F GOODRICH CHEMICAL CO P O BOX 30280 OH CLEVELAND $125 $125.00 87537 P F GOODRICH CHEMICAL CO 991 BRECKSVILLE ROAD OH CLEVELAND $3,852 $3,852.00 CUST. TOTAL ...... 8,478 2,215 404 1,024 12,121.64 02111 B P CHEMICALS INC 12335 S VAN NESS CA HAWTHORNE $247 $247.50 62622 B P CHEMICALS INC NEWBURG ROAD NJ HACKETTSTOWN $3,052 $3,052.95 01400 B P CHEMICALS INC 200 PUBLIC SQUARE OH CLEVELAND 196 196.39
JOB - RCPMO5 FNR 5/02/93 CO - CODE: O A G E D A C C O U N T S R E C E I V A B L E ENDING-DATE 5/01/93 PAGE# 14 S.C. CUST # CUSTOMER ADDRESS ST CITY 0-TO-30 31-TO-60 61-TO-90 OVER-90 TOTAL BAL-DUE 66177 B P CHEMICALS INC FT AMANDA & ADGATE ROAD OH LIM $1,281 $56- $1,224.24 CUST. TOTAL ...... 1,281 3,440 4,721.08 06293 B P OIL CORPORATION HIGHWAY 23 LA ALLIANCE $200 $200.00 53026 B P OIL CORPORATION P O BOX 395 LA BELLE CHASSE $899 $1,003 $1,902.50 16509 B P OIL CORPORATION P O BOX 428 PA MARCUS HOOK $55 $55.00 04193 B P OIL CORPORATION HUNTING PARK AVE & G STR PA PHILADELPHIA $1,759 $252 $2,011.74 CUST. TOTAL ...... 2,858 1,003 307 4,169.24 88862 BABCOCK AND WILCOX 581 CORONATION BLVD ON CAMBRIDGE $6,741 $2,097 $8,838.74 CUST. TOTAL ...... 6,741 2,097 8,838.74 63051 BABOCK & WILSON 640 KEYSTONE STREET OH ALLIANCE $4,571 $4,571.00 CUST. TOTAL ...... 4,571 4,571.00 87183 BADGER MINING CO COUNTY HIGHWAY P WI TAYLOR $412 $412.50 CUST. TOTAL ...... $412 412.50 88305 BADGER PAPER COMPANY P O BOX 1043 OH DAYTON $82 $82.50 CUST. TOTAL ...... 82 82.50 88558 BAKER PERFORMANCE CHEMIC 103 INDUSTRIAL LA RAYNE $1,848 $926 $2,774.50 81884 BAKER PERFORMANCE CHEMIC C/O WITCO CORPORATION TX FORT WORTH $27 $27.50 47930 BAKER PERFORMANCE CHEMIC 3920 ESSEX LANE TX HOUSTON $44,829 $20,681 $19,219 $9,725 $94,455.87 CUST. TOTAL ...... 46,705 21,608 19,219 9,725 97,257.87 83877 BAKOR INC 10 EOUL GAURON PQ VILLE ST PIERR $21,605 $34,741 $4,372 $11,222 $71,941.18 CUST. TOTAL ...... 21,605 34,741 4,372 11,222 71,941.18 89286 BALTIMORE CITY WATER DEP WASHINGTON BLVD MD BALTIMORE $1,260 $1,260.00 CUST. TOTAL ...... 1,260 1,260.00 72579 BALTIMORE SPECIALTY STEE 3501 EAST RIDDLE ST MD BALTIMORE $55 $55.00 CUST. TOTAL ...... 55 55.00 08203 BAMBERGER POLYMERS 1983 MARCUS AVE NY LAKE SUCCESS $1,875 $292 $412 $2,580.00 CUST. TOTAL ...... 1,875 292 412 2,580.00 21000 BANITE INC 47 EAST MARKET STREET NY BUFFALO ..... $3,414 $3,414.00 CUST. TOTAL 3,414 3,414.00 07030 BARCROFT COMPANY P O BOX 481 DE LEWES $3,045 $3,045.00 CUST. TOTAL ...... 3,045 3,045.00 34371 BAROID DRILLING FLUIDS MAGNET COVE CHEM PLANT AR MALVERN $27 $27.50 CUST. TOTAL ...... 27 27.50 07632 BARR COMPANY 6100 WEST HOWARD STREET IL NILES $4,955 $4,955.00 CUST. TOTAL ...... 4,955 4,955.00 57870 BARRE NATIONAL 7205 WINDSOR BLVD MD BALTIMORE $55 $206 $261.25 CUST. TOTAL ...... 55 206 261.25
JOB - RCPMO5 FNR 5/02/93 CO - CODE: O A G E D A C C O U N T S R E C E I V A B L E ENDING-DATE 5/01/93 PAGE# 15 S.C. CUST # CUSTOMER ADDRESS ST CITY 0-TO-30 31-TO-60 61-TO-90 OVER-90 TOTAL BAL-DUE 89139 BARRERA FORWARDING AND S 840 LOS CRUCES TX LAREDO $360 $360.00 CUST. TOTAL ...... 360 360.00 04105 BARTON SOLVENTS INC P O BOX 221 IA DES MONES $5,536 $5,536.21 CUST. TOTAL ...... 5,536 5,536.21 80680 BASF CANADA INC 369 RAILWAY STATION RD AB BLACKIE $82 $82.50 74581 BASF CANADA INC 345 CARLINGVIEW ON TORONTO $2,732 $80 $2,812.26 CUST. TOTAL ...... 2,732 162 2,894.76 56436 BASF CORPORATION P O BOX 287 IN WARSAW $48 $46.00 86088 BASF CORPORATION P O BOX 457 LA GEISMAR $608 $137- $471.25 86089 BASF CORPORATION P O BOX 457 LA GEISMAR $425 $425.50 86092 BASF CORPORATION P O BOX 457 LA GEISMAR $3,865 $3,865.00 86093 BASF CORPORATION P O BOX 457 LA GEISMAR $20 $80 $100.00 86094 BASF CORPORATION P O BOX 457 LA GEISMAR $2,828 $315 $331 $185 $3,660.25 86095 BASF CORPORATION P O BOX 457 LA GEISMAR $82 $82.50 89716 BASF CORPORATION P O BOX 457 LA GEISMAR $10,030 $125 $10,155.00 90260 BASF CORPORATION P O BOX 457 LA GEISMAR $20,565 $470 $21,035.52 50441 BASF CORPORATION 13000 LEVAN ROAD MI LIVONIA $7,022 $330 $495 $5,154 $13,001.55 90290 BASF CORPORATION 1609 BIDDLE AVENUE MI WYANDOTTE $2,797 $50- $2,747.00 04338 BASF CORPORATION P O BOX 668836 NC CHARLOTTE $506 $506.00 69679 BASF CORPORATION P O BOX 13528 NC RES TRIANGLE P $10,712 $10,712.31 87012 BASF CORPORATION P O BOX 13528 NC RES TRIANGLE P $9,434 $724 $934 $210 $11,302.00 05990 BASF CORPORATION 1255 BROAD STREET NJ CLIFTON $2,323 $302 $2,625.50 67997 BASF CORPORATION 1065 CRANBURY ROAD NJ JAMESBURG $5,000 $5,000.00 18405 BASF CORPORATION 100 CHERRY HILL ROAD NJ PARISPPANY $26,891 $1,020 $5,729 $615 $34,256.46 78930 BASF CORPORATION 100 CHERRY HILL ROAD NJ PARISPPANY $577 $577.50 86253 BASF CORPORATION 100 CHERRY HILL ROAD NJ PARISPPANY $302 $302.50 88445 BASF CORPORATION 100 CHERRY HILL ROAD NJ PARISPPANY $1,920 $1,920.00 16099 BASF CORPORATION P O BOX 2273 NJ RAHWAY 332,297 $23,199 $32,730 $23,526 $411,753.38 04868 BASF CORPORATION 36 RIVERSIDE AVENUE NY RENSSELAER $9,124 $2,544 $3,796 $55- $15,410.00 01274 BASF CORPORATION 370 FRANKFORT ROAD PA MONACA $13,201 $7,206 $6,418 $1,251 $28,076.75 03580 BASF CORPORATION P O BOX 488 SC CENTRAL $910 $690 $1,600.00 88443 BASF CORPORATION FIBERS DIV SC CENTRAL $2,600 $2,600.00 23616 BASF CORPORATION P O BOX 2108 SC SPARTANBURG $1,936 $190 $2,126.75 82286 BASF CORPORATION 3805 AMICOLA HIGHWAY TN CHATTANOOGA $1,095 $1,095.00 50371 BASF CORPORATION 1216 TREND DRIVE TX CARROLLTON $140 $140.00 23920 BASF CORPORATION 602 COPPER ROAD TX FREEPORT $108 $303 $409.50 09831 BASF CORPORATION 24TH STREET & 5TH AVENUE WV HUNTINGTON $125 $125.00 CUST. TOTAL ...... 462,749 35,933 50,817 36,627 566,128.72 43360 BASF INMONT CORPORATION 200 GREGG STREET NJ LDDI $2,139 $2,139.00 55136 BASF INMONT CORPORATION 845 WYANDOTTE STREET WES ON WINDOR $412 $247 $660.00 CUST. TOTAL ...... 412 247 2,139 2,799.00 58993 BASF INMONT DIV PLAN 052 P O BOX 1158 PA CORAOPOLIS $2,712 $2,712.00 09682 BASF INMONT DIV PLAN 052 P O BOX 1158 PA CORAOPOLIS $414 $414.00 CUST. TOTAL ...... 2,712 414 3,126.00 07557 BATESVILLE CASKET COMPANY MONOGARD ROAD TN MANCHESTER $959 $959.00 CUST. TOTAL ...... 959 959.00
JOB - RCPMO5 FNR 5/02/93 CO - CODE: O A G E D A C C O U N T S R E C E I V A B L E ENDING-DATE 5/01/93 PAGE# 16 S.C. CUST # CUSTOMER ADDRESS ST CITY 0-TO-30 31-TO-60 61-TO-90 OVER-90 TOTAL BAL-DUE 25878 BATTENFIELD AMERICA 1575 CLINTON STREET NY BUFFALO $1,874 $1,874.00 CUST. TOTAL ...... $1,874 1,874.00 70609 BAXTER PHARMASEAL 2301 BUFFALO ROAD TN JOHNSON CITY $656 $656.00 CUST. TOTAL ...... 656 656.00 76427 BAY CHEMICAL CO 4119 GUNN HWY, SUITE 28 FL TAMPA $475 $475.00 CUST. TOTAL ...... 475 475.00 84309 BAY SHORE VINYL COMPOUND P O BOX 430 NJ TENNENT $27 $27.50 CUST. TOTAL ...... $27 27.50 87342 BAYER CANADA INC 77 BELFIELD ROAD ON ETOBICOKE $8,434 $8,434.40 CUST. TOTAL ...... 8,434 8,434.40 03670 BAYPORT CHEMICAL 223 NORTH BROCKMAN STREET TX PASADENA $247 $247.50 CUST. TOTAL ...... 247 247.50 26530 BAYWAY REFINING COMPANY P O BOX 94 NJ LINDEN $1,237 $1,223 $1,212 $3,673.45 CUST. TOTAL ...... 1,237 1,223 1,212 3,673.45 16182 BEAR ISLAND PAPER P O BOX 2119 VA ASHLAND $25 $25.00 CUST. TOTAL ...... 25 25.00 27535 BEATRICE FOODS 1002 MC ARTHUR ROAD PA WHITEHALL $1,424 $1,424.50 CUST. TOTAL ...... 1,424 1,425.50 72403 BEAULIEU NYLON P O BOX 1060 AL BRIDGEPORT $27 $96 $123.50 CUST. TOTAL ...... 27 96 123.50 23649 BEAVER ADHESIVES 440 EDGEWYN AVENUE OH HILLIARD $728 $726 $1,454.00 CUST. TOTAL ...... 728 726 1,454.00 85777 BEAZER EAST INC 436 7TH STREET PA PITTSBURGH $2,047 $2,047.50 CUST. TOTAL ...... 2,047 2,047.50 80952 BECKETT PAPER 400 DAYTON ST OH HAMILTON $1,948 $1,946.10 CUST. TOTAL ...... 1,948 1,946.10 86888 BEECHFORK PROCESSING P O BOX 190 KY LOVELY $577 $577.50 CUST. TOTAL ...... 577 577.50 55714 BEERS 170 N CANAL STREET PA WALNUTPORT $126 $126.20 CUST. TOTAL ...... 126 126.20 89948 BEHAN WELL SERVICE P O BOX 393 PA LEWIS RUN $320 $320.00 CUST. TOTAL ...... 320 320.00 14028 BEIRSDORF INC 360 MARTIN LUTHER KING H CT S NORWALK $1,653 $872 $2,525.00 CUST. TOTAL ...... 1,653 872 2,525.00 86557 BELMONT PLATING 3410 RIVER RD IL FRANKLIN PARK $27 $27 $247 $302.50 CUST. TOTAL ...... 27 27 247 $302.50
JOB - RCPMO5 FNR 5/02/93 CO - CODE: O A G E D A C C O U N T S R E C E I V A B L E ENDING-DATE 5/01/93 PAGE# 17 S.C. CUST # CUSTOMER ADDRESS ST CITY 0-TO-30 31-TO-60 61-TO-90 OVER-90 TOTAL BAL-DUE 62227 BELOIT CORPORATION 1165 PRAIRIE HILL RD IL ROCKTON $192 $192.50 CUST. TOTAL ...... 192 192.50 10535 BENBOW CHEMICAL PACKAGING 935 EAST HIAWATHA BLVD NY SYRACUSE $2,447 $2,447.00 CUST. TOTAL ...... 2,447 2,447.00 82266 BENCKISER CONSUMER PRODU 21702 E HURON RIVER DRIV MI ROCKWOOD $27 $322 $350.00 CUST. TOTAL ...... 27 322 350.00 08370 BENJAMIN MOORE & COMPANY 134 LISTER AVE/ALKYD DEP MI NEWARK $27 $27.50 CUST. TOTAL ...... 27 27.50 05572 BENZSAY & HARRISON RAILROAD AVE NY DELANSON $6,924 $6,924.80 CUST. TOTAL ...... 6,924 6,924.80 22074 BERGEN CHEMICAL COMPANY EDEN CHURCH ROAD LA DENHAM SPRINGS $525 $262 $1,050 $1,837.50 CUST. TOTAL ...... 525 262 1,050 1,837.50 12594 BERLIN & JONES COMPANY 2 EAST UNION AVENUE NJ E RUTHERFORD $123 $123.75 CUST. TOTAL ...... 123 123.75 84464 BERLISS BEARING COMPANY 644 W MT PLEASANT AVE NJ LIVINGSTON $247 $247.50 CUST. TOTAL ...... 247 247.50 03224 BETHLEHEM STEEL CORP 1169 EIGHTH AVE PA BETHELEHEM .. $4,567 $4,567.50 08700 BETHLEHEM STEEL CORP BOX 500/ACCTS PAYABLE PA BETHELEHEM .. $82- $82.50- 78324 BETHLEHEM STEEL CORP P O BOX 5700 PA BETHELEHEM .. $730 $730.00 CUST. TOTAL ...... 4,567 647 5,215.00 01040 BETZ LABORATORIES INC 333 SOUTH LOMBARD ROAD IL ADDISON $701 $701.87 01865 BETZ LABORATORIES INC AIRLINE HWY & ROSENWALD LA RESERVE $874 $652 $1,526.91 68613 BETZ LABORATORIES INC 170 FORBES ROAD MA BRAINTREE $81,159 $656 $1,436 $118 $83,371.70 87499 BETZ LABORATORIES INC INTERNATIONAL BILLING ON MA BRAINTREE $3,271 $11,550 $14,821.25 16275 BETZ LABORATORIES INC 2118 REISER AVENUE OH NEW PHILADELPHI $4,729 $975 $1,227 $6,932.02 89699 BETZ LABORATORIES INC 3028 SOLANDT ON KANATA $4,229 $4,229.71 08910 BETZ LABORATORIES INC 4638 SOMERTON ROAD PA TREVOSE $82 $275 $357.50 56020 BETZ LABORATORIES INC 918 SOUTH 32ND STREET WA WASHQUAGAL 9,200 9,200.10 CUST. TOTAL ...... 104,248 13,456 3,317 118 121,141.06 08373 BETZ PAPERCHEM INC 7510 BAYMEADOWS WAY FL JACKSONVILLE $1,499 $1,218 $2,718.12 74574 BETZ PAPERCHEM INC 7525 NORTH EAST IND BLVD GA MACON $27 $82 $110.00 CUST. TOTAL ...... 1,527 82 1,218 2,828.12 74105 BIBB MANUFACTURING CO OSPREY PLANT GA PORTERDALE $446 $446 $870 $1,762.00 CUST. TOTAL ...... 446 446 870 $1,762.00 04191 BIG THREE INDUSTRIES 1711 FARM ROAD 523 TX FREEPORT $137 $135.50 08003 BIG THREE INDUSTRIES 11400 BAY AREA BLVD TX PASADENA $537- $537.00- CUST. TOTAL ...... 399- 399.50- 11997 BIO LAB 1735 DOGWOOD AVENUE GA CONYERS $247 $247.50 CUST. TOTAL ..... 247 247.50
JOB-RCPMO5 FNR 5/02/93 CO-CODE: 0 AGED ACCOUNTS RECEIVABLE ENDING DATE 5/01/93 PAGE #18 TOTAL BAL. S.C. CUST.# CUSTOMER ADDRESS ST. CITY 0-TO-30 31-TO-60 61-TO-90 OVER-90 DUE 82492 BIOCRAFT LABORATORIES 5000 CHRISTOPHER DRIVE MO MEXICO $707 $707.50 81979 BIOCRAFT LABORATORIES 18-01 RIVER ROAD NJ FAIR LAWN $4,653 $477 $768 28- $5,870.50 CUST. TOTAL..... 4,653 1,184 $768 28- 6,578.00 81505 BLACK BEAR COMPANY 27-10 HUNTERS POINT AVE NY LONG ISLAND CI $190 $190.00 CUST. TOTAL $190 190.00 09350 BLACKMAN UHLER CHEMICAL BLDG 2 CROFT IND AREA SC SPARTANBURG $552 $422 $974.00 CUST. TOTAL..... 552 422 974.00 89478 BLANCHESTER FMC INC P O BOX 155 DH BLANCHESTER $598 $598.00 CUST. TOTAL..... 598 598.00 83392 BLANDIN PAPER COMPANY 115 FIRST ST SW MN GRAND RAPIDS $3,304 $3,304.23 CUST. TOTAL..... 3,304 3,304.23 00081 BLOCKSOM & COMPANY P O BOX 477 IN MICHIGAN CITY $225 $45 $270.00 CUST. TOTAL..... 225 45 270.00 17733 BLUE CIRCLE CEMENT INC 5700 CHEMICAL ROAD MD BALTIMORE $54,026 $2,797 39- 155- $56,629.43 04990 BLUE CIRCLE CEMENT INC BOX 3 NY RAVENA $55 $55.00 CUST. TOTAL..... 54,026 2,852 39- 155- 56,684.43 09483 BLUE GRASS CHEMICAL 895 INDUSTIAL BLVD IN NEW ALBANY $2,950 $1,092 $4,042.00 52987 BLUE GRASS CHEMICAL 16703 GRANT ROAD TX CYPRESS $120 $572 $80 $40 $812.66 CUST. TOTAL..... 3,070 1,664 80 40 4,854.66 57829 BOC GROUP 1500 EAST ROUTE A MO WENTZVILLE $2,641 $1,981 $4,622.80 CUST. TOTAL..... 2,641 1,981 4,622.80 02987 BOEHME FILATEX INC RT 11 BOX 5 NC REIDSVILLE $822 $822.80 CUST. TOTAL..... 822 822.80 28703 BOISE CASCADE P O BOX 128 LA FLORIEN $90.00 $90.00 08127 BOISE CASCADE PAPER GROUP ME RUMFORD $1,725.00 $1,725.00 CUST. TOTAL..... 1,815.00 1,815.00 81688 BOLIDEN INTERTRADE HWY 68 TN COPPERHILL 55- $55.00- CUST. TOTAL..... 55- 55.00- 55317 BOND COTE INC P O BOX 729 VA PULASKI $27 $27.50 CUST. TOTAL..... 27 $27.50 81892 BONLAM S A DE C V EJE 128/APT 584 MX SAN LUIS POTOS $830 $830.00 CUST. TOTAL..... 830 830.00 06160 BORDEN & REMINGTON P O BOX 2573 MA FALL RIVER $52 82- $29.98- CUST. TOTAL..... $52 82- 29.98- 08604 BORDEN CHEMICAL P O BOX 27 IL ILLIOPOLIS $2,752 $2,752.37 17966 BORDEN CHEMICAL P O BOX 17602 MO SAINT LOUIS $83,493 $3,215 $4,202 $90,911.55 10050 BORDEN CHEMICAL P O BOX 410 NC FAVETTEVILLE $110 $220 $330.00
JOB-RCPMO5 FNR 5/02/93 CO-CODE: 0 AGED ACCOUNTS RECEIVABLE ENDING DATE 5/01/93 PAGE #19 TOTAL BAL. S.C. CUST.# CUSTOMER ADDRESS ST. CITY 0-TO-30 31-TO-60 61-TO-90 OVER-90 DUE 87685 BORDEN CHEMICAL C/O ASTRO INDUSTIRES NC MORGANTON $678 $678.89 CUST. TOTAL..... 87,034 3,435 4,202 94,672.81 82862 BORDEN INC 6200 COMP GROUND ROAD KY LOUISVILLE $591 $27 $618.75 CUST. TOTAL..... 591 27 618.75 87686 BOROUGH OF BROOKLYN FATLANDS AVE & HENDRIX S NY BROOKLYN $900 $900.00 CUST. TOTAL..... 900 900.00 87774 BOROUGH OF MANHATTAN WARDS ISLAND WPCP NY WARDS ISLAND $75 $75.00 CUST. TOTAL..... 75 75.00 87775 BOROUGH OF QUEENS 150TH AVE & 134 ST NY JAMACIA $350 $350.00 CUST. TOTAL..... 350 350.00 87553 BOSTON EDISON STATION 509 MA CAMBRIDGE $552 $552.50 CUST. TOTAL..... 552 552.50 03870 BOSTON EDSION COMPANY P O BOX 488 MA BOSTON $52 $52.52 05252 BOSTON EDSION COMPANY 173 ALFORD STREET MA CHARLESTOWN $52 $52.52 CUST. TOTAL..... 105 105.40 05614 BOWATER CAROLINA CO P O BOX 7 SC CATAWBA $1,975 $1,975.18 CUST. TOTAL..... 1,975 1,975.18 10490 BOWATER SALES P O BOX 7 / TR5AFFIC DEPT SC CATAWBA $1,023- $1,023.00- CUST. TOTAL..... 1,023- 1,023.00- 87939 BREAUX PETROLEUM PRODUCT P O BOX 160 LA LOCKPORT $36 $36.00 CUST. TOTAL..... 36 36.00 65730 BRICK TOWNSHIP MUNICIPAL FORGE POND ROAD NJ BRICK TOWN $26 $26.00 CUST. TOTAL..... 26 26.00 83158 BRIGHTS ASOCIATES P O BOX 736 NY TONAWANDA $1,175 $1,175.00 CUST. TOTAL..... 1,175 1,175.00 11010 BRISTOL MYERS COMPANY THOMPSON ROAD BLDG 20 NY E SYRACUSE $150 $220 $370.00 13890 BRISTOL MYERS COMPANY P O BOX 4755/ACCT/PAYABL NY SYRACUSE $50 $50.00 CUST. TOTAL..... 200 220 420.00 51685 BRITZ CHEMICAL COMPANY P O BOX 60011 CA FRESNO $804 $804.34 CUST. TOTAL..... 804 804.34 80160 BROUCK PLASTICS P O BOX 428 IL LEMONT $371 $371 $742.00 CUST. TOTAL..... 371 371 742.00 01284 BROWN & WILLIAMSON CO 2600 WEAVER ROAD GA MACON $75 $75.00 09858 BROWN & WILLIAMSON CO P O BOX 35090 KY LOUISVILLE $7,015 $4,650 $11,665.00 CUST. TOTAL..... 7,090 4,650 11,740.00 08731 BROWN CHEMICAL COMPANY 302 WEST OAKLAND AVENUE NJ OAKLAND $776 $78 $247 $933 $2,036.48 CUST. TOTAL..... 776 78 247 933 2,036.48
JOB-RCPMO5 FNR 5/02/93 CO-CODE: 0 AGED ACCOUNTS RECEIVABLE ENDING DATE 5/01/93 PAGE #20 TOTAL BAL. S.C. CUST.# CUSTOMER ADDRESS ST. CITY 0-TO-30 31-TO-60 61-TO-90 OVER-90 DUE 01960 BROWN MATT FWG 1385 CHEERS BLVD TX BROWNSVILLE $5,150 $720 $5,870.00 CUST. TOTAL...... 5,150 720 5,870.00 89532 BROWNING & FERRIS IND/CE 5092 ABER ROAD OH WILLIAMSBURG $1,206 $8,487 $9,693.50 71066 BROWNING & FERRIS INDUST P O BOX 1237 MO MARYLAND HEIGH $990 $990.00 CUST. TOTAL...... 2,196 8,487 10,683.50 75029 BROWNING FERRIS INDUSTRI P O BOX 3151 TX HOUSTON $10,135 $10,135.00 CUST. TOTAL...... 10,135 10,135.00 17545 BRUNING PAINT COMPANY FLEET & HAVEN STREETS MD BALTIMORE $137 $137.50 CUST. TOTAL...... 137 137.50 87328 BRUSH WELLMAN P O BOX 13020 KY LEXINGTON $1,608 $1,608.42 53577 BRUSH WELLMAN BOX 973 PA READING $55 $55.00 CUST. TOTAL...... 1,608 55 1,663.42 52738 BRYSON RECOVERY SERVICES 411 BURTON ROAD SC LEXINGTON $10,448 $10,448 CUST. TOTAL...... 10,448 10,448 07646 BTL SPECIALTY RESINS COR P O BOX 598 IL BLUE ISLAND $4,379 $4,379.88 CUST. TOTAL...... 4,379 4,379.88 04775 BUCKBEE MEARS COMPANY P O BOX 189 NY CORTLAND $3,176 $361 $3,537.00 CUST. TOTAL...... 3,176 361 3,537.00 89913 BUCKEYE CELLULOSE CO 5100 POPLAR AVENUE TN MEMPHIS $220 $397.48 CUST. TOTAL...... 220 397.48 90016 BUCKEYE PIPE LINE CO CONSTUCTION DEPT PA EMMAUS $397 $397.48 CUST. TOTAL...... 397 397.48 06823 BUCKMAN LABORATORIES P O BOX 200 MO CADET $1,487 $3,148 $797 $5,432.75 11830 BUCKMAN LABORATORIES 1256 NO MCEAN BLVD TN MEMPHIS $12,756 $7,539 $20,295.60 CUST. TOTAL...... 14,243 10,688 797 25,728.35 11940 BUFFALO COLOR CORPORATIO P O BOX 7027 NY BUFFALO $26,672 $6,687 $1,061 $34,421.38 CUST. TOTAL...... 26,672 6,687 1,061 34,421.38 00604 BULK CHEMICAL INC P O BOX 186 PA MOHRSVILLE $27 $27.50 CUST. TOTAL...... 27 27.50 86792 BULK CONNECTION INC 15 ALLEN STREET CT MYSTIC $1,632 $1,585 $3,218.00 CUST. TOTAL...... 1,632 1,585 3,218.00 67962 BULK CONNECTIONS P O BOX 977 MA BELCHERTOWN $69- $69.00- CUST. TOTAL...... 69- 69.00- 24515 BULK DISTRIBUTION 1292 FERN VALLEY ROAD KY LOUISVILLE $371 $371.06 CUST. TOTAL...... 371 371.06 72700 BULK MATERIALS INTERNATI P O BOX 256 CT NEWTOWN $4,486 $641 $5,127.96 CUST. TOTAL...... 4,486 641 5,127.96
JOB-RCPMO5 FNR 5/02/93 CO-CODE: 0 AGED ACCOUNTS RECEIVABLE ENDING DATE 5/01/93 PAGE #21 TOTAL BAL. S.C. CUST.# CUSTOMER ADDRESS ST. CITY 0-TO-30 31-TO-60 61-TO-90 OVER-90 DUE 26929 BULKHAUL USA INC 6 COMMERCE DRIVE NJ CRANFORD $22,812 $9,547 $5,400 $7,210 $44,970.92 CUST. TOTAL...... 22,812 9,547 5,400 7,210 44,970.92 88475 BUNKER HILL PLASTICS INC 500 RUTHERFORD AVENUE MA CHARLESTOWN $27 $27.50 CUST. TOTAL...... 27 27.50 54399 BURLINGTON INDUSTRIES TURNER ROAD NC MAYODAN $1,221 $1,221.90 CUST. TOTAL...... 1,221 1,221.90 73457 BURNETT ASSOCIATES LTD 5928 COURT STREET ROAD NY SYRACUSE $2,280 $1,863 $4,143.74 CUST. TOTAL...... 2,280 1,863 4,143.74 12690 BURRIS CHEMICAL COMPANY 4210 AZALEA DRIVE SC CHARLESTON $429 $429.00 CUST. TOTAL...... 429 429.00 83683 BURROWS PAPER CORP LYONSDALE ROAD NY LYONS FALLS $1,628 $1,628.72 CUST. TOTAL...... 1,628 1,628.72 89846 BUTTERBALL TURKEY CORP MO CARTHAGE $1,385 $1,385.50 CUST. TOTAL...... 1,385 1,385.50 27228 BYK CHEMIE USA INC 524 SOUTH CHERRY CT WALLINGFORD $474 $474.00 STREEET CUST. TOTAL...... 474 474.00 66727 C B FLEET COMPANY INC 4615 MURRAY PLACE VA LYNCHBURG $27 $27.50 CUST. TOTAL...... 27 27.50 69360 C D R PIGMENTS & DISPERS 75 FRONT ST PA RIDGWAY $41 $41.25 CUST. TOTAL...... 41 41.25 05086 C H PATRICK & COMPANY TANNER DRIVE SC TAYLORS $1,992 $1,992.33 CUST. TOTAL...... 1,992 1,992.33 80953 C J R PROCESSING 2323 S MT PROSPECT RD IL DES PLAINES $110- $110.00- CUST. TOTAL...... 110- 100.00- 84563 C L HATHAWAY AND SON INC 638 SUMER STREET MA LYNN $110 $110.00 CUST. TOTAL...... 110 110.00 53219 C P C INTERNATIONAL WHITE PINES ROAD IL OREGON $778 $778.00 CUST. TOTAL...... 778 778.00 56996 C P CHEMICALS INC 25 HOME STREET NY WHITE PLAINS $137 $137.50 CUST. TOTAL...... 137 137.50 19568 C P HALL COMPANY 4460 HUDSON DRIVE OH STOW $55 $55.00 CUST. TOTAL...... 55 55.00 58804 C P I ENGINEERING SERVICE P O BOX 1666 MI MIDLAND $12,668 $222- $12,446.00 CUST. TOTAL...... 12,668 222- 12,446.00 123251 C P S CHEMICALS P O BOX 2107 AR W MEMPHIS 150 $150.00
JOB-RCPMO5 FNR 5/02/93 CO-CODE: 0 AGED ACCOUNTS RECEIVABLE ENDING DATE 5/01/93 PAGE #22 TOTAL BAL. S.C. CUST.# CUSTOMER ADDRESS ST. CITY 0-TO-30 31-TO-60 61-TO-90 OVER-90 DUE 12820 C P S CHEMICALS P O BOX 162 NJ OLD BRIDGE $4,329 $577 $495 $5,829 $11,232.07 CUST. TOTAL...... 4,479 577 495 5,829 11,232.07 86791 C R SEMLER INCORPORATED 11664 MAPLEVILLE RD MD SMITHSBURG $142 $142.00 CUST. TOTAL...... 142 142.00 11765 C S A LTD 16210 W MONTGOMERY ROAD TX HOUSTON $100 $100.00 CUST. TOTAL...... 100 100.00 82117 C S X TRANSPORTATION 301 NORTH CHARLES STREET MD BALTIMORE $1,360 $1,360.00 CUST. TOTAL...... 1,360 1,360.00 10564 CABOT CORPORATION 157 CONCORD ROAD BLDG 3 MA BILLERICA $2,450 $2,450.50 42245 CABOT CORPORATION COUNTY LINE ROAD PA BOYERTOWN $26 $26.26 01101 CABOT CORPORATION BEAVER RUN ROAD BOX 1A PA REVERE $5,244 $5,244.00 CUST. TOTAL...... 7,720 7,720.76 857775 CAL WAX CORP 155 NORTH ASPAN AVENUE CA AZUSA $985 $968 $1,954.60 CUST. TOTAL...... 985 968 1,954.60 63307 CALABRIAN CORPORATION 15600 JFK BOULEVARD TX HOUSTON $675 $675.00 14677 CALABRIAN CORPORATION HOGABOOM ROAD TX PORT NECHES $3,885 $3,885.60 CUST. TOTAL...... 3,885 675 4,560.60 89709 CALCIQUEST INC 1891 I-85 SERVICE RD NC CHARLOTTE $4,300 $4,300.48 CUST. TOTAL...... 4,300 4,300.48 51456 CALGON CARBON COMPANY P O BOX 4448 PA PITTSBURGH $7,397 $7,397.20 86147 CALGON CARBON COMPANY P O BOX 717 PA PITTSBURGH $2,646 $2,646.48 CUST. TOTAL...... 10,043 10,043.68 12910 CALGON CORPORATION P O BOX 671 PA ELLWOOD CITY $27 $901 $385 $1,313.65 12950 CALGON CORPORATION P O BOX 817 PA PITTSBURGH $5,151 $5,151.15 55485 CALGON CORPORATION P O BOX 817 PA PITTSBURGH $1,313 $1,313.30 CUST. TOTAL...... 6,491 901 385 7,778.10 00208 CALGON VESTAL P O BOX 147 MO SAINT LOUIS $2,624 $1,309 $3,934.81 CUST. TOTAL...... 2,624 1,309 3,934.81 79913 CALIF CONSOLIDATED ENTER P O BOX 3134 NC WILMIGTON $27 $27.50 CUST. TOTAL...... 27 27.50 90223 CALIFORNIA CEDAR PRODUCT P O BOX 528 CA STOCKTON $611 $611.00 CUST. TOTAL...... 611 611.00 23150 CALIFORNIA OILS CORPORAT 1145 HARBOUR WAY SOTH CA RICHMOND $412 $412.50 CUST. TOTAL...... 412 412.50 13010 CALLAHAN CHEMICAL COMPAN FILMORE & W BROAD ST NJ PALMYRA $45 $45.00 CUST. TOTAL...... 45 45.00 84526 CALLAWAY CHEMICAL COMPAN P O BOX 2335 GA COLUMBUS 82 $82.50
JOB-RCPMO5 FNR 5/02/93 CO-CODE: 0 AGED ACCOUNTS RECEIVABLE ENDING DATE 5/01/93 PAGE #23 TOTAL BAL. S.C. CUST.# CUSTOMER ADDRESS ST. CITY 0-TO-30 31-TO-60 61-TO-90 OVER-90 DUE 89565 CALLAWAY CHEMICAL COMPAN 6601 CANAL STREET GA COLUMBUS $137 $137.50 CUST. TOTAL..... 220 220.00 19409 CALUMET CHEMICAL CORP 19-14 14TH ROAD NY COLLEGE POINT $27 $27 $247 $302.50 CUST. TOTAL..... 27 27 247 302.50 27338 CAMCO CHEMICAL COMPANY 175 LONGWOOD ROAD SOUTH ON HAMILTON $2,481 $2,481.80 CUST. TOTAL..... 2,481 2,481.80 01774 CAMECO CORPORATION 1 EDORADO PLACE ON PORT HOPE $58 $235 $294.25 CUST. TOTAL..... 58 235 294.25 13530 CANADA COLOR & CHEM INC 238 GLIDDEN ROAD ON BRAMPTON $2,527 $2,527.80 09613 CANADA COLOR & CHEM INC 80 SCARSDALE ON DON MILLS $79 $79.51 CUST. TOTAL..... 2,607 2,607.31 82149 CANADA RESOURCES DISTRIB 6225 CORONATION ST ON WINDSOR $110 $110.00 CUST. TOTAL..... 110 110.00 50821 CANADA SQUARE RESINS 940 LANSDOWNE AVENUE ON TORONTO $1,324 $1,324.14 CUST. TOTAL..... 1,324 1,324.14 53750 CANADA STARCH 800 JAMES STREET ON CARDINAL $19,689 $19,689.95 CUST. TOTAL..... 19,689 19,689.95 04660 CANADA WIRE & CABLE LTD P O BOX 29 KY LA GRANGE $192 $435 $628.00 CUST. TOTAL..... 192 435 628.00 85384 CANADIAN GYPSUM CD INC HWY 6 ON HAGERSVILLE $1,051 $1,051.28 CUST. TOTAL..... 1,051 1,051.28 11796 CANADIAN OXY CHEMICAL CO 100 DUNLOP STREET ON FORT ERIE $10,440 $1,219 $2,702 $14,362.95 CUST. TOTAL..... 10,440 1,219 2,702 14,362.95 77004 CANADIAN PACIFIC FOREST BOX 430 ON THUNDER BAY $55 $55.00 77625 CANADIAN PACIFIC FOREST 1155 MICALFE STREET PQ MONTREAL $4,318 $4,318.50 CUST. TOTAL..... 4,318 55 4,373.50 80651 CANAL ELECTIRC LIGHT CO 2421 CRANBERY HWY MA WAREHAM $1,980 $1,980.20 CUST. TOTAL..... 1,980 1,980.20 88657 CANAMERA FOODS INC 30 WESTON ROAD ON TORONTO $26 $26.75 CUST. TOTAL..... 26 26.75 38420 CAPE INDUSTRIES HIGHWAY 421 NORTH NC WILMINGTON $1,620 $1,620.00 CUST. TOTAL..... 1,620 1,620.00 01858 CAPITAL RESIN CORPORATIO P O BOX 07849 OH COLUMBUS $1,036 $1,036.94 CUST. TOTAL..... 1,036 1,036.94 85655 CAPITAL CEMENT 100 RIVERTON ROAD VA FRONT ROYAL $970 $82 $1,052.52 CUST. TOTAL..... 970 82 1,052.52
JOB-RCPMO5 FNR 5/02/93 CO-CODE: 0 AGED ACCOUNTS RECEIVABLE ENDING DATE 5/01/93 PAGE #24 TOTAL BAL. S.C. CUST.# CUSTOMER ADDRESS ST. CITY 0-TO-30 31-TO-60 61-TO-90 OVER-90 DUE 21078 CAPITOL CEMENT CORP SOUTH QUEEN STREET WV MARTINSBURG $70,064 $15,806 $85,871.92 CUST. TOTAL.. 70,064 15,806 85,871.92 57160 CARBONAIRE P O BOX 163 PA PALMERTON $3,823 $1,687 $5,510.67 CUST. TOTAL.. 3,823 1,687 5,510.67 28839 CARDINAL ALUM 4005 DAKLAWN DRIVE KY LOUISVILLE $335 $335.00 CUST. TOTAL.. 335 335.00 13617 CARDINAL STABILIZERS INC 2010 S BELTINE BOULEVAR SC COLUMIBA $96 $96.00 CUST. TOTAL.. 96 96.00 28452 CARDOLITE CORPORATION 500 DOREMUS AVE NJ NEWARK $467 $467.50 CUST. TOTAL.. 467 467.50 88528 CARGAMEX LONDRES 38-4 PISO MX MEXICO DF MEXI $425 $425 $425 $2,225 $3,500.00 CUST. TOTAL.. $425 425 425 2,225 3,500.00 74284 CARGILL CORN PLANT P O BOX 13368 TN MEMPHIS $1,437 $1,437.23 CUST. TOTAL.. 1,437 1,437.23 62179 CARGILL INC 762 MARIETTA BLVD NW GA ATLANTA $25 $25.00 00700 CARGILL INC 71 BARNETT ROAD GA FOREST PARK $60,252 $14,965 $2,743 392- $77,568.44 03361 CARGILL INC COUNTY ROAD T61 IA EDDYVILLE $192 $192.50 13870 CARGILL INC 100 COTTAGE AVE/LAKE MAR IL CARPENTERSVILL $3,302 $55 $3,357.04 25407 CARGILL INC P O BOX 1380 TX ENNIS $10,963 $630 $569 $12,162.87 CUST. TOTAL.. 74,709 15,620 3,313 337- 93,305.85 57891 CARLISLE CHEMICAL 5 MILITIA DRIVE MA LEXINGTON $663 $665 $1,328.00 CUST. TOTAL.. 663 665 1,328.00 50672 CARLISLE SYNTEC P O BOX 7000 PA CARLISLE $1,585 $1,585.33 CUST. TOTAL.. 1,585 1,585.33 62798 CARLISLE TIRE & RUBBER C FACTORY & C STREETS PA CARLISLE $1,427 $1,427.64 CUST. TOTAL.. 1,427 1,427.64 66227 CARLOS LEFFLER INC P O BOX 278 PA RICHLAND $165- $165.24- CUST. TOTAL.. 165- 165.24- 83593 CARPLASTIC SA DE CV CARR APODACA V JUAREZ KM MX MONTERREY NL $360 $270 $3,375 $4,005.00 CUST. TOTAL.. 360 270 3,375 4,005.00 89979 CARRIER CORP CARYLE COMPRESSOR DIV NY SYRACUSE $5,498 $5,498.92 CUST. TOTAL.. 5,498 5,498.92 90105 CARRIER CORPORATION HWY 55 TN MORRISON $1,540 $1,540.00 CUST. TOTAL.. 1,540 1,540.00 06956 CARTER WALLACE INC HALF ACRE ROAD NJ CRANBURY $2,598 $2,598.90 CUST. TOTAL.. 2,598 2,598.90
JOB-RCPMO5 FNR 5/02/93 CO-CODE: 0 AGED ACCOUNTS RECEIVABLE ENDING DATE 5/01/93 PAGE #25 TOTAL BAL. S.C. CUST.# CUSTOMER ADDRESS ST. CITY 0-TO-30 31-TO-60 61-TO-90 OVER-90 DUE 08519 CASCHEM INC 40 AVENUE A NJ BAYONNE $110 $577 $2,239 $2,926.50 CUST. TOTAL.. 110 577 2,239 2,926.50 63296 CASCO COMPANY 1100 GREEN VALLEY ROAD ON LONDON $80 $21 $42 $513 $658.05 CUST. TOTAL.. 80 21 42 513 658.05 88666 CASS TRANSPORT SERVICE P O BOX 17625 MO SAINT LOUIS $783 $783.00 CUST. TOTAL.. 783 783.00 68513 CASTING SUPPLY HOUSE 130-32 LENOX AVENUE CT STAMFORD $331 $331.25 CUST. TOTAL.. 331 331.25 74318 CASTROL INC P O BOX 1230 IL LANSING $1,484 $1,484.80 81025 CASTROL INC FIELDCREST AVENUE NJ EDSION $790 $790.78 59957 CASTROL INC 775 LOUIS DR PA WARMINSTER $16,021 $16,021.22 CUST. TOTAL.. 17,506 790 18,296.80 81794 CASTROL INDUSTRIAL CENTR 630 W WASHIGTON BLVD IL CHICAGO $2,775 $1,941- $833.48 11016 CASTROL INDUSTRIAL CENTR 149-162 GRANT ST IL N AURORA $46 $46.00 CUST. TOTAL.. 2,821 1,941- 879.48 88901 CATALYST GOLDEN BEAR 535 MADISON AVENUE NY NEW YORK $7,794 $7,794.10 CUST. TOTAL.. 7,794 7,794.10 07074 CATERPILLAR TRACTOR CO FREIGHT PAYABLES LD 353 IL E PEORIA $1,382 $1,382.32 CUST. TOTAL.. 1,382 1,382.32 63110 CCL CUSTOM MANUFACTURING 1 WEST HEGELER LANE IL DANVILLE $75 $75.00 83500 CCL CUSTOM MANUFACTURING 1 WEST HEGELER LANE IL DANVILLE $890 $82 $2,762 $3,734.50 CUST. TOTAL.. 890 82 2,837 3,809.50 83844 CCL CUSTOM MFG 13 BETHRIDGE ROAD ON REXDALE $82 $27 $110.00 CUST. TOTAL.. 82 27 110.00 06083 CECOS INTERNATIONAL INC 27004 SOUTH FROST LA LIVINGSTON $50- $50.00- CUST. TOTAL.. 50- 50.00- 16780 CEDAR CONCEPT CORP P O BOX 2749 AR W HELENA $560 $560.00 CUST. TOTAL.. 560 560.00 83085 CEDAR CONCEPT CORP 4392 S WOLCOTT IL CHICAGO $82 $82.50 CUST. TOTAL.. 82 82.50 69983 CELLO CHEMICAL COMPANY EXECUTIVE PLAZA NO 1/STE MD HUNT VALLEY $913 $913.50 CUST. TOTAL.. 913 913.50 78098 CENTERLINE INDUSTRIES IN 5380 BIRCHER BLVD MO SAINT LOUIS $460 $460.00 CUST. TOTAL.. 460 460.00 70725 CENTRAL PRODUCTS COMPAN 531 NO STILES ST NJ LINDEN $605 $626 $1,232.00 CUST. TOTAL.. 605 626 1,232.00
JOB-RCPMO5 FNR 5/02/93 CO-CODE: 0 AGED ACCOUNTS RECEIVABLE ENDING DATE 5/01/93 PAGE #26 TOTAL BAL. S.C. CUST.# CUSTOMER ADDRESS ST. CITY 0-TO-30 31-TO-60 61-TO-90 OVER-90 DUE 81361 CENTRAL STATES CAN CO 2101 9TH ST SW OH MASSILLON $572 $572.00 CUST TOTAL .... 572 572.00 56413 CENTURY ADHESIVES CO 802 HARMON AVE OH COLUMBUS $55 $55.00 CUST TOTAL .... 55 55.00 90094 CENTURY OIL ACQUISITION 53 S MAIN ST NY SPRING VALLEY $1,138 $1,138.25 CUST TOTAL .... 1,138 1,138.25 12877 CERTIFIED CHEMICAL CO P O BOX 2286 NJ CINNAMINSON $3,419 $3,419.40 CUST TOTAL .... 3,419 3,419.40 14444 CHALES R HABBART & SONS BOX 203 A/R F D I NJ SPARTA $9 $9.00 CUST TOTAL .... 9 9.00 76122 CHALLENGE INTERNATIONAL 5005 MITCHELLDALE ST TX HOUSTON $1,274 $5,499 $79 $2,844 $9,697.12 CUST TOTAL .... 1,274 5,499 79 2,844 9,697.12 28518 CHAMPION INTERNATIONAL HIGHWAY 29 FL CANTONMENT $10,640 $55 $10,695.00 15380 CHAMPION INTERNATIONAL P O BOX C-10 NC CANTON $27 $110 $5,049 $5,186.76 55203 CHAMPION INTERNATIONAL P O BOX 580 NC ROANOKE RAPIDS $1,549 $1,549.12 28248 CHAMPION INTERNATIONAL P O BOX 149 TX LUFKIN $1,769- $1,769.20- 11181 CHAMPION INTERNATIONAL 11611 5TH STREET TX SHELDON $230- $230.00- CUST TOTAL .... 12,216 110 55 3,050 15,431.68 05402 CHAMPION PAPER COMPANY 101 KNIGHTSBRIDGE DRIVE OH HAMILTON $4,550 $4,550.00 CUST TOTAL .... 4,550 4,550.00 85340 CHARDON OIL CO INC 420 WATER STREET OH CHARDON $27 $27.50 CUST TOTAL .... 27 27.50 65421 CHARLOTTE CHEM 7625 SCENIC HWY LA BATON ROUGE $150 $150.00 CUST TOTAL .... 150 150.00 88938 CHEATHAM CHEMICAL 1550 ROADHAVEN DRIVE GA STONE MOUNTAIN $55 $546 $687 $1,288.50 CUST TOTAL .... 55 546 687 1,288.50 09113 CHEM TREND INCORPORATED 3205 EAST GRAND RIVER MI HOWELL $2,416 $2,416.80 CUST TOTAL .... 2,416 2,416.80 63303 CHEMAID INCORPORATED 100 MAYHILL STREET NJ SADDLE BROOK $492 $492.50 CUST TOTAL .... 492 492.50 15457 CHEMCENTRAL CORPORATION 1 ALCHEMY PLACE GA DORAVILLE $137 $1,555 $1,692.50 77305 CHEMCENTRAL CORPORATION P O BOX 730 IL BEDFORD PARK $2,065 $2,065.20 87680 CHEMCENTRAL CORPORATION 13395 HURON RIVER DRIVE MI ROMULUS $326 $110 $436.50 08839 CHEMCENTRAL CORPORATION 2648 METRO BOULEVARD MO MARYLAND HEIGHTS $55 $55.00 76770 CHEMCENTRAL CORPORATION P O BOX 100 NC JAMESTOWN $2,168 $2,168.95 04076 CHEMCENTRAL CORPORATION 21600 DRAKE ROAD OH STRONGSVILLE $220 $82 $137 $440.00 00093 CHEMCENTRAL CORPORATION MONTOUR BRANCH PA PITTSBURGH $595 $595.00 58870 CHEMCENTRAL CORPORATION 8401 MARKET STREET TX HOUSTON $962 $40 $1,002.31 02134 CHEMCENTRAL CORPORATION P O BOX 23188 TX SAN ANTONIO $3,945 $1,452 $5,397.50 CUST TOTAL .... 7,519 2,251 1,755 2,327 13,852.96
JOB-RCPMO5 FNR 5/02/93 CO-CODE: 0 AGED ACCOUNTS RECEIVABLE ENDING DATE 5/01/93 PAGE #27 TOTAL BAL. S.C. CUST.# CUSTOMER ADDRESS ST. CITY 0-TO-30 31-TO-60 61-TO-90 OVER-90 DUE 08046 CHEMETALS INT'L INC 11999 KATY FREEWAY TX HOUSTON $2,602 $2,602.00 CUST TOTAL.... 2,602 2,602.00 05540 CHEMFIL CORPORATION 54 W INDUSTRIAL DRIVE MO OFALLON $687 $423 $1,111.30 CUST TOTAL.... 687 423 1,111.30 04075 CHEMICAL CORP OF AMERICA 2 CARLTON AVENUE NJ E RUTHERFORD $1,356 $1,356.75 CUST TOTAL.... 1,356 1,356.75 83400 CHEMICAL DISTRIBUTOR 6001 DONITHAN TX EL PASO $21 $21.00 16030 CHEMICAL DISTRIBUTORS IN 524 HOWARD STREET NY BUFFALO $27 $27.50 CUST TOTAL.... 27 21 48.50 72417 CHEMICAL LEAMAN INTERNAT INTERNATIONAL BILLING ON PA EXTON $24,420 $899 $146 $571 $26,037.34 CUST TOTAL.... 24,420 899 146 571 26,037.34 61384 CHEMICAL LEAMAN TANK LIN AL MOBILE $350 $350.00 73641 CHEMICAL LEAMAN TANK LIN CEMENT NIGHT UNLD CREDIT PA LIONVILLE 206- $206.00- CUST TOTAL.... 206- 350 144.00 84385 CHEMICAL MARKETING 58 CAROUSEL CURCLE PA NEW BRITAIN $2,140 $2,140.50 CUST TOTAL.... 2,140 2,140.50 89632 CHEMICAL MARKETING ASSOC 11601 KATY FREEWAY TX HOUSTON $1,645 $1,645.00 CUST TOTAL.... 1,645 1,645.00 63786 CHEMICAL POLLUTION CONTR 120 SOUTH 4TH STREET NY BAY SHORE $481 $481 $481 $1,444.98 CUST TOTAL.... 481 481 481 1,444.98 84495 CHEMICAL RAINBOW TANK CL 21119 S WILMINGTON AVE CA LONG BEACH $4,050 $13,585 $17,635.00 CUST TOTAL.... 4,050 13,585 17,635.00 01924 CHEMICAL RESOURCES INC P O BOX 34097 KY LOUISVILLE $2,614 $3,236 $5,850.68 CUST TOTAL.... 2,614 3,236 5,850.68 11478 CHEMICAL SERVICES COMPAN 2600 THUNDERHAWK COURT OH DAYTON $247 $247.50 CUST TOTAL.... 247 247.50 79963 CHEMICAL WASTE MANAGEMEN 1704 WEST FIRST STREET CA AZUSA $10,040 $19,406 $29,447.00 70858 CHEMICAL WASTE MANAGEMEN 100 LISTER AVENUE NJ NEWARK $1,291 $1,291.50 14201 CHEMICAL WASTE MANAGEMEN 3956 STATE ROUTE 412 OH VICKERY $192 $192.50 CUST TOTAL.... 10,040 19,406 1,291 192 30,931.00 76601 CHEMICAL WAY CORPORATION 11450 GULF STREAM DRIVE TN ARLINGTON $3,906 $2,011 $5,917.48 CUST TOTAL.... 3,906 2,011 5,917.48 06719 CHEMIONICS CORPORATION 390 MUNROE FALLS ROAD OH TALLMADGE $110 $110.00 CUST TOTAL.... 110 110.00 09242 CHEMLINK PETROLEUM 5135 BOYLAN STREET CA BAKERSFIELD $72 $481 $553.25 CUST TOTAL.... 72 481 553.25
JOB-RCPM05 FNR 5/02/93 CO-CODE: 0 AGED ACCOUNTS RECEIVABLE ENDING-DATE 5/01/93 PAGE# 28
S.C. CUST # CUSTOMER ADDRESS ST. CITY 0-TO-30 31-TO-60 61-TO-90 OVER-90 TOTAL BAL-DUE - ----------- -------- ------- --- ---- ------- -------- -------- ------- ------------- 00723 CHEMPAC LTD 2000 KIPLING ON REXDALE $4,820 $4,820.00 AVENUE CUST. TOTAL 4,820 4,820.00 78599 CHEMPAK 3639 WILLOW TX HOUSTON $137 $110 $385 $715 $1,347.50 BEND BLVD CUST. TOTAL 137 110 385 715 1,347.50 03774 CHEMPLY INCORPORATED ELIZABETH PA BUNOLA $605 $605.00 BUNOLA ROAD 13139 CHEMPLY INCORPORATED P O BOX 18049 PA PITTSBURGH $351 $100 $3,688 $4,139.20 CUST. TOTAL 351 100 4,293 4,744.20 79621 CHEMQUEST 6235 S FL SARASOTA $27 $27.50 MCINTOSH RD CUST. TOTAL 27 27.50 88510 CHEMREAL CORP 1600 JAY NY ROCHESTER $1,642- $1,642.39- STREET CUST. TOTAL 1,642 1,642.39- 89156 CHEMREAL INC 190 LEE RD NY ROCHESTER $1,249 $1,249.80 CUST. TOTAL 1,249 1,249.80 04735 CHEMRON CORPORATION P O BOX 2299 CA PASO ROBLES $4,452 $3,349 $477 $3,917 $12,197.52 86232 CHEMRON CORPORATION INTERNATIONAL CA PASO ROBLES $3,187 $12,200 $1,625 $17,012.50 BILLING ON CUST. TOTAL 7,640 15,549 477 5,542 29,210.02 65733 CHEMSTREAM 3105 GRUBBLE NC MATTHEWS $6,462 $6,462.22 RD CUST. TOTAL 6,462 6,462.22 64649 CHEMSUN INC 36 YORK MILLS ON N YORK $1,163- $1,163.14- RD CUST. TOTAL 1,163- 1,163.14- 69160 CHEMTALL P O BOX 247 GA RICEBORO $4,797 $2,850 $82 7,729.95 INCORPORATED CUST. TOTAL 4,797 2,850 82 7,729.95 51629 CHEMTECH 411 N SAM TX HOUSTON $4,012 $849 $522 $5,384.00 INTERNATIONAL HOUSTON PKWY 71010 CHEMTECH P O BOX 509 TX SEABROOK $1,409 $1,409.15 INTERNATIONAL CUST. TOTAL 4,012 2,258 522 6,793.15 16230 CHEMTECH PRODUCTS 1655 DES PERES MO SAINT LOUIS $1,898 $64 $1,962.75 ROAD CUST. TOTAL 1,898 64 1,962.75 75712 CHERRY HILL 8170 MISSION MD JESSUP $951 $951.35 CONSTRUCTION ROAD 83239 CHERRY HILL 8211 MD JESSUP $570 $570.00 CONTRUCTION WASHINGTON BLVD CUST. TOTAL 1,521 1,521.35 16060 CHESAPEAKE 19TH STREET VA WEST POINT $110 $110.00 CORPORATION CUST. TOTAL 110 110.00 80470 CHEASPEAKE HARDWOOD 201 DEXTER VA CHESAPEAKE $137 $137.50 CIRCLE CUST. TOTAL 137 137.50 21225 CHESEBROUGH PONDS JOHN ST CT CLINTON $75 $715 $3,846 $4,636.97 07484 CHESEBROUGH PONDS P O BOX 1047 MO JEFFERSON $45 $45.00 CITY CUST. TOTAL 75 760 3,846 4,681.97
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S.C. CUST # CUSTOMER ADDRESS ST. CITY 0-TO-30 31-TO-60 61-TO-90 OVER-90 TOTAL BAL-DUE - ----------- -------- ------- --- ---- ------- -------- -------- ------- ------------- 23077 CHEVRON CHEMICAL 940 HENSLEY CA RICHMOND $1,614 $1,129 $264 $3,008.39 COMPANY STREET 88986 CHEVRON CHEMICAL 576 STANDARD CA RICHMOND $3,621 $1,707 $5,353 $10,682.08 COMPANY AVE 68370 CHEVRON CHEMICAL P O BOX 5047 CA SAN RAMON $843 $848 $1,691.69 COMPANY 78516 CHEVRON CHEMICAL P O BOX 5048 CA SAN RAMON $90 $90.00 COMPANY 60248 CHEVRON CHEMICAL 3000 SHEFFIELD IN HAMMOND $82 $82.50 COMPANY STREET 15950 CHEVRON CHEMICAL P O BOX 70 LA BELLE CHASSE $8,458 $8,377 $16,836.57 COMPANY 21148 CHEVRON CHEMICAL P O BOX 78 LA SAINT JAMES $4,710 $330 $5,040.00 COMPANY 01604 CHEVRON CHEMICAL 2497 ADIE ROAD MO MARYLAND $110 $110.00 COMPANY HEIGH 05604 CHEVRON CHEMICAL P O BOX 509 TX BAYTOWN $1,381 $1,381.98 COMPANY 16520 CHEVRON CHEMICAL P O BOX 4858 TX HOUSTON $103,784 $4,925 $346 $109,055.97 COMPANY 82179 CHEVRON CHEMICAL P O BOX 2449 TX HOUSTON $787 $787.50 COMPANY 08172 CHEVRON CHEMICAL FARM ROAD TX ORANGE $82 $82.50 COMPANY 1006 CUST. TOTAL 124,688 18,106 5,443 610 148,849.18 03078 CHEVRON USA INC P O BOX W CA CONCORD $518 $1,961 $2,479.53 66985 CHEVRON USA INC P O BOX 9250 CA CONCORD $3,384 $556 $322 $4,262.00 75964 CHEVRON USA INC P O BOX 4120 CA CONCORD $33,644 $3,238 $1,052 $37,936.06 04618 CHEVRON USA INC P O BOX 1000 OH MARIETTA $3,371 $3,371.50 06624 CHEVRON USA INC P O BOX 4858 TX HOUSTON $206 $27 $233.75 86077 CHEVRON USA INC P O BOX TX HOUSTON $2,733 $2,733.41 3766/ROOM 1050 CUST. TOTAL 43,339 4,313 322 3,041 51,016.25 16439 CHICAGO MAGNET WIRE 901 CHASE AVE IL ELK GROVE $2,368 $2,368.00 CORP VLG CUST. TOTAL 2,368 2,368.00 89705 CHOICE TRANSPORTATION 54 BROAD ST NJ RED BANK $6,819 $973 $7,793.06 CUST. TOTAL 6,819 973 7,793.06 87960 CHRISTY CORP 260 AUTHORITY MA FITCHBURG $567 $2,129 $2,696.03 DR CUST. TOTAL 567 2,129 2,696.03 53375 CHRYSLER CORP RT 5 & STONE IL BELVIDERE $55 $55 $137 $247.50 QUARRY ROAD 68803 CHRYSLER CORP P O BOX 195199 MI BURTON $824 $1,763 $2,587.48 51186 CHRYSLER CORP 21500 MOUND MI WARREN $220 $220.00 ROAD CUST. TOTAL 55 55 824 2,120 3,054.98 64343 CHUBB NATIONAL FOAM P O BOX 67 MO SAINT LOUIS $3,559 $3,559.84 85701 CHUBB NATIONAL FOAM 150 GORDON DR PA EXTON $82 $55 $137.50 CUST. TOTAL 3,642 55 3,697.34 87006 CHUSEI USA INC 12500 BAY TX PASADENA $100 $340- $240.00- AREA BLVD CUST. TOTAL 100 340- 240.00- 32240 CIBA GEIGY GEIGY ROAD AL MCINTOSH $2,718 $1,130 $3,848.00 CORPORATION 78659 CIBA GEIGY P O BOX 95303 AL MCINTOSH $2,743 $132 $250 $3,125.00 COPRORATION 24191 CIBA GEIGY 205 S JAMES ST DE NEWPORT $22,582 $7,659 $2,263 $1,430 $33,936.40 CORPORATION 21705 CIBA GEIGY P O BOX 480 LA SAINT GABRIEL $105 $82 $1,685- $987 $510.00- CORPORATION 12952 CIBA GEIGY P O BOX 67 MO SAINT LOUIS $65,057 $2,653 $1,428 $69,139.45 CORPORATION 14711 CIBA GEIGY P O BOX 7648 NC CHARLOTTE $577- $577.50- CORPORATION 06549 CIBA GEIGY P O BOX 18300 NC GREENSBORO $3,615 $2,894 $55 $6,565.36 CORPORATION 68773 CIBA GEIGY P O BOX 19103 NC GREENSBORO $385 $330 $720 $677 $2,112.50 CORPORATION 88799 CIBA GEIGY 410 SWING NC GREENSBORO $8,337 $3,303 $125 $1,168 $12,933.80 CORPORATION ROAD
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S.C. CUST # CUSTOMER ADDRESS ST. CITY 0-TO-30 31-TO-60 61-TO-90 OVER-90 TOTAL BAL-DUE - ----------- -------- ------- --- ---- ------- -------- -------- ------- ------------- 75083 CIBA GEIGY 555 RT 1 NJ ISELIN $1,857 $1,807 $50.00 CORPORATION SOUTH 16560 CIBA GEIGY P O BOX 2277 NJ RAHWAY $113,059 $26,585 $5,524 $145,170.75 CORPORATION 21725 CIBA GEIGY P O BOX 71 NJ TOMS RIVER $100 $165 $265.00 CORPORATION 76953 CIBA GEIGY SEVEN NY HAWTHORNE $8,869 $8,869.60 CORPORATION SKYLINE DRIVE 89199 CIBA GEIGY SEVEN NY HAWTHORNE $364 $364.50 CORPORATION SKYLINE DRIVE 19324 CIBA GEIGY 1200 ON CAMBRIDGE $135 $135.00 CORPORATION FRANKLIN BLVD 08095 CIBA GEIGY 3591 TN MEMPHIS $285 $285.00 CORPORATION TULANE CUST. TOTAL 229,751 41,833 3,967 9,430 284,983.86 73887 CIBA-GEIGY SA 601 TX LAREDO $125 $605 $125.00 MEXICANA GUATEHOTZIN ST CUST. TOTAL 125 125.00 12324 CIBRO PETROLEUM PORT OF NY ALBANY $1,650 $1,650.00 PRODUCTS ALBANY CUST. TOTAL 1,650 1,650.00 07616 CITGO PETROLEUM P O BOX 40 OK TULSA $131 $131.22 CORP 90219 CITGO PETROLEUM 6100 SOUTH OK TULSA $211 $211.56 CORP YALE CUST. TOTAL 211 131 342.78 07793 CITY OF AKRON 1570 OH KENT $55 $55.00 RAVENNA ROAD CUST. TOTAL 55 55.00 07684 CITY OF NIAGARA 1225 NY NIAGARA $27 $27.50 FALLS BUFFALO FALLS AVENUE CUST. TOTAL 27 27.50 51676 CITY OF TULSA 18707 OK TULSA $137 $137.50 E 21ST ST CUST. TOTAL 137 137.50 22127 CITY OF WICHITA 1815 KS WICHITA $27 $27.50 WEST PINE CUST. TOTAL 27 27.50 23943 CL INDUSTRIES INC P O BOX 218 IL GEORGETOWN $220 $220.00 CUST. TOTAL 220 220.00 16910 CLAIROL INC 1 BLACKLEY CT STAMFORD $55 $55 $106 $216.50 ROAD CUST. TOTAL 55 55 106 216.50 27083 CLARK FILTER 3649 PA LANCASTER $65 $65.00 HEMPLAND ROAD CUST. TOTAL 65 65.00 08468 CLAUSSEN 1055 KING NJ FORDS $165 $165.00 COMPANY GEORGE ROAD CUST. TOTAL 165 165.00 73190 CLAYTON 866 HORAN DR MO FENTON $82 $82.50 CORPORATION CUST. TOTAL 82 82.50 77149 CLEAN HARBORS INC 11800 SOUTH IL CHICAGO $1,000 $1,000.00 STONEY ISLAN CUST. TOTAL 1,000 1,000.00 12610 CLOROX COMPANY 125 THEODORE NJ JERSEY CITY $2,253 $2,253.60 CONRAD DRIV CUST. TOTAL 2,253 2,253.60
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S.C. CUST # CUSTOMER ADDRESS ST. CITY 0-TO-30 31-TO-60 61-TO-90 OVER-90 TOTAL BAL-DUE - ----------- -------- ------- --- ---- ------- -------- -------- ------- ------------- 24856 CLOUD CORPORATION INDUSTRIAL AR HARRISON $65 $65.00 PARK CUST. TOTAL 65 65.00 50868 CLOUGH 178 RUE ST PQ ST JEAN $2,704 $5,326 $2,625 $10,656.60 CHEMICAL PIERRE CUST. TOTAL 2,704 5,326 2,625 10,656.60 27341 CMX INC 16000 NJ MOUNT $3,633 $3,633.34 COMMERCE LAUREL PARKWAY CUST. TOTAL 3,633 3,633.34 04829 COASTAL EAGLE P O BOX 1000 NJ WESTVILLE $137 $1,299 $1,436.50 POINT OIL CUST. TOTAL 137 1,299 1,436.50 75773 COASTAL 1101 MAIN SC VARNVILLE $450 $82 $532.50 ENGINEERED STREET PROD CUST. TOTAL 450 82 532.50 07233 COASTAL OIL FOOT OF EAST NJ BAYONNE $2,800 $2,800.00 NEW YORK INC 5TH STREET CUST. TOTAL 2,800 2,800.00 07487 COASTAL REFINING 1300 CANTWELL TX CORPUS $80 $80.00 & MARKE LANE CHRISTI CUST. TOTAL 80 80.00 12501 COCA COLA COCA COLA AL MOBILE $110 $110.00 BOTTLING CO ROAD 64269 COCA COLA 4901 NC CHARLOTTE $220 $220.00 BOTTLING CO CHESAPEAKE DR 70788 COCA COLA 64 BY PASS TN CLEVELAND $27 $27.50 BOTTLING CO CUST. TOTAL 137 220 357.50 01828 COCA COLA USA P O DRAWER GA ATLANTA $1,007 $220 $2,625 $3,852.50 1734 84947 COCA COLA USA 600 AMHERST NH NASHUA $505 $471 $976.35 STREET CUST. TOTAL 505 $1,007 691 2,625 4,828.85 86866 COCHEM 7555 BESSEMER OH CLEVELAND $55 $55.00 CUST. TOTAL 55 55.00 65614 COLDMATIC 8500 KEELE ST ON CONCORD $82 $82.50 REFRIGERATION CUST. TOTAL 82 82.50 08915 COLE CHEMICALS 950 ECHO LANE TX HOUSTON $110 $40 $515 $665.40 & DIST CUST. TOTAL 110 40 515 665.40 55392 COLFAX INC 38 COLFAX RI PAWTUCKET $604 $604.50 STREET CUST. TOTAL 604 604.50 17810 COLGATE CLARKE BLVD IN JEFFERSONVILLE $791 $637 $412 $1,841,50 PALMOLIVE & WOERNER COMPAN AVE 63709 COLGATE 1806 KANSAS KS KANSAS CITY $172 $172.50 PALMOLIVE AVENUE COMPAN CUST. TOTAL 791 637 585 2,014.00 17647 COLONIAL OIL P O BOX 576 GA SAVANNAH $27 $27.50 INDUSTRIES CUST. TOTAL 137 27.50 76467 COLONIAL P O BOX 69 MD WOODBINE $4,965 $4,965.66 PIPELINE 013245 CUST. TOTAL 4,965 4,965.66
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S.C. CUST # CUSTOMER ADDRESS ST. CITY 0-TO-30 31-TO-60 61-TO-90 OVER-90 TOTAL BAL-DUE - ----------- -------- ------- --- ---- ------- -------- -------- ------- ------------- 64151 COLORCON 415 MOYER PA WEST POINT $538 $538.54 BLVD CUST. TOTAL 538 538.54 01084 COLORITE PLASTICS 101 RAILROAD NJ RIDGEFIELD $6,800 $6,800.00 AVENUE CUST. TOTAL 6,800 6,800.00 90161 COLUMBIA FOREST 100 SOUTH VA CHATHAM $302 $302.50 PRODUCTS PAUL ROAD CUST. TOTAL 302 $302.50 18540 COLUMBUS MC KINNON HWY 22 A TN LEXINGTON $1,318 $890 $2,208.73 CO SOUTH CUST. TOTAL 1,318 890 2,208.73 03319 COMMANDING OFFICER NAVAL CT GROTON $2,654 $2,654.50 SUBMARINE SUPPORT CUST. TOTAL 2,654 2,654.50 00522 COMMERCIAL PRODUCTS 117 ETHYL NJ HAWTHORNE $440 $440.00 AVENUE CUST. TOTAL 440 440.00 76707 COMMONWEALTH OIL C/O ESSO ON HARROW $1,100 $1,100.00 CORP CHEMICAL CANADA CUST. TOTAL 1,100 1,100.00 61877 COMPAC CORP OLD FLANDERS NJ NETCONG $14,400 $3,600 $18,000.00 ROAD CUST. TOTAL 14,400 3,600 18,000.00 66021 COMPONENTES P O BOX 4447 TX BROWNSVILLE $50,915 $54,697 $9,516 $3,995- $111,133.29 MECANICAS CUST. TOTAL 50,915 54,697 9,516 3,995- 111,133.29 06266 COMPRESSION POLYMERS GREENWOOD & PA SCRANTON $870 $1,708 $1,586 $4,164.00 WARNER CUST. TOTAL 870 1,708 1,586 4,164.00 04180 CONCORD CHEMICAL 17TH & FEDERAL NJ CAMDEN $55 $55.00 COMPANY STREETS CUST. TOTAL 55 55.00 81832 CONE MILLS EAST CONE NC GREENSBORO $137 $137 $275.00 CORPORATION BLVD CUST. TOTAL 137 137 275.00 63457 CONICA CORP LOWER BUTLER PA HARMONY $45 $2,452 $2,497.50 ROAD CUST. TOTAL $45 2,452 2,497.50 87226 CONOCO INC P O BOX 1260 CA SANTA MARIA $1,277 $1,277.60 56721 CONOCO INC 250 AIRPORT DE NEW CASTLE $25,459 $1,011 $26,471.44 ROAD 06918 CONOCO INC P O BOX 1267 OK PONCA CITY $2,417 $2,417.60 02354 CONOCO INC BOX 2197/2007 TX HOUSTON $2,746 $2,746.50 PONCA BLDG CUST. TOTAL 29,483 3,429 32,913.14 77099 CONQUEST CHEMICALS 425 MO SAINT LOUIS $562 $562.50 WOODS MILL ROAD S CUST. TOTAL 562 562.50 86518 CONRAIL CORPORATION FLEXIFLO PA PHILADELPHIA $980 $980.65 TERMINAL CUST. TOTAL 980 980.65 59357 CONSOLIDATED 1100 RICHMOND TN JACKSON $348 $348.64 ALUMINUM STREET CUST. TOTAL 348 348.64
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S.C. CUST # CUSTOMER ADDRESS ST. CITY 0-TO-30 31-TO-60 61-TO-90 OVER-90 TOTAL BAL-DUE - ----------- -------- ------- --- ---- ------- -------- -------- ------- ------------- 50077 CONSOLIDATED COAL BLADESVILLE WV WANA $880 $880.34 COMPAN #2 CUST. TOTAL 880 880.34 09590 CONSOLIDATED PAPER P O BOX 50 WI WISCONSIN $90- $90.00- INC RPDS CUST. TOTAL 90- 90.00- 87835 CONSOLIDATED RAIL BLD #2 PETE NJ NEWARK $4,489 $3,448 $7,937.50 CORP SCHROLL 17661 CONSOLIDATED RAIL P O CORP 145 NY SELKIRK $2,497 $2,497.00 CORP 88780 CONSOLIDATED RAIL FLEXIFLO PA PITTSBURGH $9,717 $9,717.50 CORP CUST. TOTAL 6,986 13,165 20,152.00 80682 CONTAINER CARE 860 HARBOUR CA RICHMOND $513 $513.75 WAY SOUTH CUST. TOTAL 513 513.75 68766 CONTAINER CORP OF P O BOX 12950 CA FRESNO $3,438 $877 $4,315.40 AMERIC 61348 CONTAINER CORP OF 2001 E 57TH CA VERNON $612 $612.00 AMERIC STREET 19580 CONTAINER CORP OF NORTH 8TH ST FL FERNANDINA $27 $27.50 AMERIC BCH 56926 CONTAINER CORP OF P O BOX 1214 OH RAVENNA $137 $55 $75 $267.50 AMERIC CUST. TOTAL 3,603 932 687 5,222.40 27704 CONTINENTAL CAN 8201 WOODLEY CA VAN NUYS $55 $55.00 COMPANY AVENUE CUST. TOTAL 55 55.00 01583 CONTINENTAL 5010 HOVIS NC CHARLOTTE $137- $137.50- INDUSTRIAL C ROAD CUST. TOTAL 137- 137.50- 86296 CONTINENTAL TRAFFIC 5100 POPLAR TN MEMPHIS $192 $192.00 SVC AVE CUST. TOTAL 192 192.00 84445 CONVENIENCE KING INC P O BOX 189 NC DILLSBORO $315 $315.00 CUST. TOTAL 315 315.00 84908 CONWAY INTERMODAL 2322 GRAVEL TX FORT WORTH $383 $383.50 CUST. TOTAL 383 383.50 19350 CONWELL OIL EAST 14TH ST/ NY ELMIRA HTS $4,715 $4,715.25 CORPORATION P O BOX 215 CUST. TOTAL 4,715 4,715.25 81570 COOK COMPOSITES & P O BOX 189 IA BURLINGTON $82 $82.50 POLYME 28621 COOK COMPOSITES & 2434 HOLMES TX HOUSTON $5,851 $1,010 $637 $2,544 $10,043.90 POLYME ROAD CUST. TOTAL 5,934 1,010 637 2,544 10,126.40 90053 COOK FAMILY FOODS 800 CW KY GRAYSON $27 $27.50 STEVENS BLVD CUST. TOTAL 27 27.50 23247 COOKSON PIGMENTS INC 256 NJ NEWARK $420 $27 $292 $740.16 VANDERPOOL STREET 83700 COOKSON PIGMENTS INC P O BOX 1259 NJ SOMERVILLE $1,548 $1,548.92 CUST. TOTAL 1,969 27 292 2,289.08 00287 COOLEY INC 50 ESTEN RI PAWTUCKET $55 $55.00 AVENUE CUST. TOTAL 55 55.00
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S.C. CUST # CUSTOMER ADDRESS ST. CITY 0-TO-30 31-TO-60 61-TO-90 OVER-90 TOTAL BAL-DUE - ----------- -------- ------- --- ---- ------- -------- -------- ------- ------------- 90104 COON INDUSTRIES P O BOX 155 PA LUZERNE $1,171 $1,171.00 CUST. TOTAL 1,171 1,171.00 82195 COOPER OIL TOOL CO 16500 S MAIN TX MISSOURI CITY $82 $82.50 STREET CUST. TOTAL 82 82.50 86380 COOPER POWER C/O POTOMAC DC WASHINGTON $927 $927.58 ELECTRIC P CUST. TOTAL 927 927.58 88884 COOPER POWER SYSTEMS GOLDEN GEM FL UMATILLA $3,253 $3,253.60 DRIVE 777730 COOPER POWER SYSTEMS CURRY PA CANONSBURG $12,306 $27- $12,278.64 AVENUE CUST. TOTAL 12,306 3,226 15,532.24 19550 COOPERS CREEK CHEM 90 RIVER ROAD PA W CONSHOHOCKEN $2,015 $2,015.00 CORP CUST. TOTAL 2,015 2,015.00 20180 COPOLYMER RUBBER & 1836 SHADA LA BATON ROUGE $4,459 $2,865 $7,324.15 CHEM AVE CUST. TOTAL 4,459 2,865 7,324.15 19860 CORNING GLASS P O BOX 1407 NY CORNING $26,443 $4,330 $30,774.04 COMPANY CUST. TOTAL 26,443 4,330 30,774.04 77840 CORNWALL CHEMICALS P O BOX 200 ON WILLOWDALE $64 $192 $2,471 $2,728.50 LTD CUST. TOTAL 64 192 2,471 2,728.50 77165 CORRECTIONAL TURNEY TN ONLY $137 $137.50 ENTERPRISES CENTER CUST. TOTAL 137 137.50 88671 CORRIGATED 237 ROCKWOOD CA CALEXICO $4,918 $2,598 $7,517.05 CONTAINER CO AVENUE CUST. TOTAL 4,918 2,598 7,517.05 07658 CORWOOD LABS INC 55 ADAMS NY HAUPPAUGE $89 $89.00 STREET CUST. TOTAL 89 89.00 05064 COSCO INCORPORATED 137 SKILLMAN NY BROOKLYN $1,169 $1,169.00 AVENUE CUST. TOTAL 1,169 1,169.00 84801 COUNTRYMARK CO-OP REFINERY IN MOUNT $45 $45.00 ROAD VERNON CUST. TOTAL 45 45.00 24209 COUNTY LINE QUARRY S FRONT ST PA WRIGHTSVILLE $195 $795 $990.94 CUST. TOTAL 195 795 990.94 83232 COURTAULDS AEROSPACE 11601 UNITED CA MOJAVE $1,000 $1,000.00 STREET 86543 COURTAULDS AEROSPACE 410 JERSEY AVE NJ GLOUCESTER $12,704 $2,529 $15,233.42 CIT CUST. TOTAL 13,704 2,529 16,233.42 81030 COURTNEY INDUSTRIES P O BOX 3416 MD BALTIMORE $4,401 $4,989 $2,691 $1,900 $13,982.31 CORP CUST. TOTAL 4,401 4,989 2,691 1,900 13,982.31 89928 COVENANT COAL FRONTAGE VA CEDAR BLUFF $45 $45.00 ROAD CUST. TOTAL 45 45.00
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S.C. CUST # CUSTOMER ADDRESS ST. CITY 0-TO-30 31-TO-60 61-TO-90 OVER-90 TOTAL BAL-DUE - ----------- -------- ------- --- ---- ------- -------- -------- ------- ------------- 12801 CRANE & COMPANY PIONEER MILL MA DALTON $2,346 $3,483 $580 $6,411.15 CUST. TOTAL 2,346 3,483 580 6,411.15 58793 CRESCENT INKS INC 1116 E NC KERNERSVILLE $200 $200.00 MOUNTAIN STREET CUST. TOTAL 200 200.00 15095 CRODA INC P O BOX 178 PA MILL HALL $23,893 $1,572 $96 $25,561.65 CUST. TOTAL 23,893 1,572 96 25,561.65 83585 CROMPTON & KNOWLES % COMPUTREX KY LEXINGTON $1,067 $1,067.50 CORP INC 25515 CROMPTON & KNOWLES ROUTE 724 PA GILBRALTAR $65 $402 $468.15 CORP CUST. TOTAL 1,133 402 1,535.65 03121 CROSS OIL & END OF EAST AR SMACKOVER $1,086 $1,086.90 REFINING CO 6TH STREET CUST. TOTAL 1,086 $1,086.90 64456 CROSSFIELD BROADWAY & IL JOLIET $150 $150.00 CHEMICAL CO INGALLS AVE CUST. TOTAL 150 150.00 05819 CRYSTAL TISSUE P O BOX 13020 KY LEXINGTON $2,682 $884 $1,280 $4,846.72 CUST. TOTAL 2,682 884 1,280 $4,846.72 75159 CSSI P O BOX 71 PA SHENANDOAH $1,732 $1,732.50 CUST. TOTAL 1,732 1,732.50 55606 CUMBERLAND FARMS 777 DEDHAM MA CANTON $245 $30 $275.00 ROAD CUST. TOTAL 245 30 275.00 80424 CUSTOCHEM 503 LAFAYETTE GA LAFAYETTE $1,056 $1,056 $2,112.50 CUST. TOTAL 1,056 1,056 2,112.50 83446 CUSTOM CHEMICAL 8707 CA SANTA FE $519 $519.78 MILLERGROVE SPRIN CUST. TOTAL $519 $519.78 05710 CUSTOM INTERCHEM INC. 4736 ALLUM TX HOUSTON $552 $552.91 ROAD CUST. TOTAL 552 552.91 50889 CUSTOM PAPERS GROUP 340 MILL MI ROCHESTER $150 $150.50 STREET CUST. TOTAL 150 150.50 64733 CYANAMID OF CANADA 88 MCNABB ON MARKHAM $6,362 $198 $6,560.61 STREET 20960 CYANAMID OF CANADA BOX 240 ON NIAGARA $5,727 $6,295 $11,985 $1,979 $25,988.77 GARNER FALLS RD/WELLAN 78444 CYANAMID OF CANADA P O BOX 2118 ON NIAGARA $4,643 $4,194 $4,643 $13,482.00 FALLS 79499 CYANAMID OF CANADA INTERNATIONAL ON NIAGARA $465 $465.45 BILLING ON FALLS CUST. TOTAL 16,733 10,490 12,184 7,098 46,496.83 28644 CYCLOPS CORPORATION 17400 STATE OH COSHOCTON $82 $82.50 RT 16 CUST. TOTAL 82 82.50 20615 CYRO CANADA INC 8100 ON NIAGARA $357 $357.50 DORCHESTER FALLS STREET CUST. TOTAL 357 357.50
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S.C. CUST# CUSTOMER ADDRESS ST. CITY 0-TO-30 31-TO-60 61-TO-90 OVER-90 TOTAL BAL-DUE - ----- -------- ------- --- ---- ------- -------- -------- ------- ------------- 51009 CYRO INDUSTRIES P O BOX 591 ME SANFORD $12,280 $29- $29- $210 $12,431.20 13957 CYRO INDUSTRIES P O BOX 591 ME SANFORD $45 $45.00 CUST. TOTAL 12,280 15 29- 210 12,476.20 83233 D K ENTERPRISES 1930 E NJ CHERRY HILL $1,330 $1,330.00 MARLTON PIKE E CUST. TOTAL 1,330 1,330.00 82898 DAIRY FARM PRODUCTS 455 W MONROE OH NEW BREMEN $200 $200.00 ST CUST. TOTAL 200 200.00 16909 DANA CORPORATION P O BOX 13459 PA READING $110 $110.00 CUST. TOTAL 110 110.00 21193 DANA TRANSPORT P O BOX 370 NJ AVENEL $1,500 $1,500 $1,500 $4,500.00 CUST. TOTAL 1,500 1,500 1,500 4,500.00 21130 DANIEL INTERNATIONAL 400 NJ JERSEY CITY $220 $220.00 CLAREMONT AVE CUST. TOTAL 220 220.00 03546 DAUBERT CHEMICAL 4700 SOUTH IL CHICAGO $2,430 $82 $2,512.95 COMPANY CENTRAL AVENUE CUST. TOTAL 2,430 82 2,512.95 07617 DAVID MICHAEL & CO INC 10801 DECATUR PA PHILADELPHIA $677 $677.50 ROAD CUST. TOTAL 677 677.50 89123 DAVIDSON INTERIOR 1515 MI WESTLAND $27 $110 $137.50 TRIM/T NEWBURGH ROAD CUST. TOTAL 27 110 137.50 68296 DAVIDSON PO BOX 1504 NH DOVER $220 $220.00 INTERIOR/TEXTR CUST. TOTAL 220 220.00 21300 DAVIDSON RUBBER INDUSTRIAL NH DOVER $125 $125.50 COMPANY PARK 26355 DAVIDSON RUBBER ROUTE 11 HN FARMINGTON $27 $165 $75- $117.50 COMPANY CUST. TOTAL 27 165 50 243.00 06333 DAVOLIN PAINT 700 ALLSTON CA BERKELEY $137 $137.50 WAY CUST. TOTAL 137 137.50 52104 DAY-GLO COLOR 4515 ST CLAIR OH CLEVELAND $302 $302.50 AVENUE CUST. TOTAL 302 302.50 89531 DE GUSSA CORP 1515 REIDEL IL MUNDELEIN $82 $82.50 DRIVE 78485 DE GUSSA CORP P O BOX 1259 NJ SOMERVILLE $5,207 $4,914 $1,400 $11,521.00 CUST. TOTAL 5,289 4,914 1,400 11,603.50 05111 DEFENSE ACCOUNTING TRANSPORTATION VA NORFOLK $41,288 $44,991 $20,650 $42,391 $149,322.36 OFFICE PAYMENT C CUST. TOTAL 41,288 44,991 20,650 42,391 149,322.36 54724 DEFT INC 411 EAST OH ALLIANCE $75- $75.00- KEYSTONE CUST. TOTAL 75- 75.00- 18063 DELCO ELECTRONICS 1555 LYELL NY ROCHESTER $443 $443.00 CORP AVENUE CUST. TOTAL 443 443.00
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S.C. CUST# CUSTOMER ADDRESS ST. CITY 0-TO-30 31-TO-60 61-TO-90 OVER-90 TOTAL BAL-DUE - ----- -------- ------- --- ---- ------- -------- -------- ------- ------------- 90101 DELTA AIR NEWARK INT'L NJ NEWARK $735 $735.00 INCORPORATED AIRPORT CUST. TOTAL 735 735.00 05675 DELTA CORRUGATED W. RUBY NJ PALISADES $55 $55.00 AVENUE PARK CUST. TOTAL 55 55.00 10309 DELTA DISTRIBUTORS INC P O BOX 359 LA SAINT GABRIEL $1,030 $893 $1,923.90 CUST. TOTAL 1,030 893 1,923.90 06232 DELTA INDUSTRIAL 5700 TN ARLINGTON $27 $27.50 COATING COMMANDER DRIVE CUST. TOTAL 27 27.50 16361 DELTA LABORATORIES P O BOX 2258 FL OCALA $45 $45.00 CUST. TOTAL 45 45.00 78183 DELTA PETROLEUM P O BOX 1133 LA SAINT ROSE $660 $192 $91 $943.50 PRODUCTS CUST. TOTAL 660 192 91 943.50 CUST. TOTAL 660 192 91 943.50 22120 DELTA SOLVENTS & CHEM 610 FISHER TX LONGVIEW $1,567 $1,507 $3,075.00 CO ROAD CUST. TOTAL 1,567 1,507 3,075.00 71918 DELTECH CORP P O BOX 97875 LA BATON ROUGE $61,725 $37,932 $4,166 $2,471 $106,295.40 CUST. TOTAL 61,725 37,932 4,166 2,471 106,295.40 52649 DEMENNO KERDOON 2100 N CA COMPTON $210- $210.00- ALAMEDA STREET CUST. TOTAL 210- 210.00- 76789 DENA CORP 850 NICHOLAS IL ELK GROVE $55 $55.00 BLVD VLG CUST. TOTAL 55 55.00 79647 DENALT CHEMICALS 8620 PASCAL PQ ST LEONARD $88 $88.81 GAGNON CUST. TOTAL 88 88.81 23743 DANCO INDUSTRIES P O BOX 73563 TX HOUSTON $150 $150.46 CUST. TOTAL 150 150.46 04722 DENNIS CHEMICAL 2700 PAPIN MO SAINT LOUIS $55 $55.00 STREET CUST. TOTAL 55 55.00 26905 DEPT OF ENVIRONMENTAL 5000 OVERLOOK DC WASHINGTON $137 $137.50 AVENUE CUST. TOTAL 137 137.50 83033 DERIVADOS TX LAREDO $540 $540.00 CUST. TOTAL 540 540.00 86117 DESIGN TIME INC P O BOX 2027 IN ELKHART $92 $92.00 CUST. TOTAL 92 92.00 26965 DETREX CHEMICAL IND STATE ROAD/ OH ASHTABULA $1,695 $1,695.31 P O BOX 623 CUST. TOTAL 1,695 1,695.31 90049 DEUTSCH CO 700 S CA BANNING $1,306 $1,306.40 HATHAWAY CUST. TOTAL 1,306 1,306.40
JOB-RCPMO5 FNR 5/02/93 CO-CODE: 0 AGED ACCOUNTS RECEIVABLE ENDING-DATE 5/01/93 PAGE# 38
S.C. CUST# CUSTOMER ADDRESS ST. CITY 0-TO-30 31-TO-60 61-TO-90 OVER-90 TOTAL BAL-DUE - ----- -------- ------- --- ---- ------- -------- -------- ------- ------------- 08716 DEXTER CORPORATION EAST WATER IL WAUKEGAN $681 $681.75 STREET 70571 DEXTER CORPORATION 1205 AVE H TX GRAND PRAIRIE $875 $875.00 EAST CUST. TOTAL 681 875 1,556.75 87436 DEXTER ELECTRONIC 15051 E DON CA CITY OF $683 $683.60 MATERI JULIAN ROAD INDUST CUST. TOTAL 683 683.60 58691 DEXTRAN PRODUCTS 421 COMSTOCK ON SCARBOROUGH $64- $64.20- ROAD CUST. TOTAL 64- 64.20- 77658 DIAL CORPORATION JC DRIVE PA WEST $1,927 $997 $2,925.00 VALMONT IND HAZLETON PAR CUST. TOTAL 1,927 997 2,925.00 68163 DICEY MILLS INC NEISLER NC SHELBY $50 $50.00 STREET CUST. TOTAL 50 50.00 02224 DICKLER CHEMICAL INC 4201 PA PHILADELPHIA $55 $55.00 TORRESDALE AVENUE CUST. TOTAL 55 55.00 90144 DIRECTORM DFAS ATTN: IN INDIANAPOLIS $6,742 $6,742.00 INDIANAPOL DFAS-IN-T CUST. TOTAL 6,742 6,742.00 68258 DISPOSAL SYSTEMS INC P O BOX 1914 TX DEER PARK $955 $955.96 CUST. TOTAL 955 955.96 23240 DISTILLATION PRODUCTS P O BOX 1910 NY ROCHESTER $55 $55.00 IN CUST. TOTAL 55 55.00 90320 DIVERSEY CORPORATION 1846 GA TUCKER $475 $475.00 MONTREAL RD/BOX 45 07627 DIVERSEY CORPORATION 1532 BIDDLE MI WYANDOTTE $412 $1,237 $1,650.00 AVENUE CUST. TOTAL 412 1,712 2,125.00 85771 DIVERSEY FABRILIFE C/O CAMCO CA CITY OF $27 $27.50 CORP CHEMICAL INDUST CUST. TOTAL 27 27.50 86621 DIVERSIFIED CHEMICAL 2131 PLEASANT GA DULUTH $8,210 $8,210.00 PRO HILL RD 89178 DIVERSIFIED CHEMICAL 361 INDUSTRIAL GA LAWRENCEVILLE $68 $68.75 PRO PARK DR CUST. TOTAL 68 8,210 8,278.75 83423 DIVEX 123 LAWAND SC COLUMBIA $21,319 $21,319.00 DR CUST. TOTAL 21,319 21,319.00 67209 DIXIANA MILL P O BOX 1248 SC DILLON $45 $45.00 CUST. TOTAL 45 45.00 55868 DOBER CHEMICAL CORP 14461 S IL MIDLOTHIAN $27 $27.50 WAVERLY AVE CUST. TOTAL 27 27.50 23500 DOCK RESINS CORP 1512 W NJ LINDEN $27 $137 $165.00 ELIZABETH AVE CUST. TOTAL 27 137 165.00 23790 DOFASCO INC 1330 ON HAMILTON 162 $1,393 $42 $890 $2,488.72 BURLINGTON STREET CUST. TOTAL 162 1,393 42 890 2,488.72
JOB-RCPMO5 FNR 5/02/93 CO-CODE: 0 AGED ACCOUNTS RECEIVABLE ENDING-DATE 5/01/93 PAGE# 39
S.C. CUST# CUSTOMER ADDRESS ST. CITY 0-TO-30 31-TO-60 61-TO-90 OVER-90 TOTAL BAL-DUE - ----- -------- ------- --- ---- ------- -------- -------- ------- ------------- 88599 DOMFER METALS 6090 NEWMAN PQ LA SALLE $64 $64.20 CUST. TOTAL 64 64.20 04594 DOMINION COLOR 455 FINLEY ON AJAX $1,324 $1,324.66 COMPANY AVENUE CUST. TOTAL 1,324 1,324.66 01972 DOMINION FOAM 8785 BOUL PQ MONTREAL $2,977 $2,977.50 CORPORATIO LANGELLIER BLV CUST. TOTAL 2,977 2,977.50 11953 DOMINO SUGAR P O BOX 838 MD BALTIMORE $55 $2,608 $2,663.48 CORPORATION 03430 DOMINO SUGAR 49 SOUTH 2ND ST NY BROOKLYN $82 $82.50 CORPORATION 68503 DOMINO SUGAR 1114 6TH NY NEW YORK $247 $1,990 $2,238.00 CORPORATION AVENUE FLOOR 24 CUST. TOTAL 247 55 4,681 4,983.98 81755 DOMTAR GYPSUM 1101 S FRONT NJ CAMDEN $55 $55.00 STREET CUST. TOTAL 55 55.00 83704 DORAN TEXTILES INC C/O J & C NC SHELBY $459 $459- $.00 DYEING CORP CUST. TOTAL 459 459- .00 10365 DOUBLE EAGLE STEEL 3000 MILLER MI DEARBORN $8,802 $2,388 $1,333 $1,761 $14,285.70 CTG C ROAD CUST. TOTAL 8,802 2,388 1,333 1,761 14,285.70 65478 DOUBLE ENVELOPE CO 7702 VA ROANOKE $55 $55.00 PLANTATION ROAD CUST. TOTAL 55 55.00 85233 DOVE AVIATION INC 650 DANBURY CT DANBURY $2,191 $2,191.00 ROAD 85232 DOVE AVIATION INC 650 DANBURY CT RIDGEFIELD $636 $4,091 $3,855 $8,582.10 ROAD CUST. TOTAL 2,827 4,091 3,855 10,773.10 04383 DOW CHEMICAL CANADA 4445 MARIE PQ VARENNES $152 $152.00 VICTORIAN 86408 DOW CHEMICAL CANADA C/O VAN MB WINNIPEG $90 $90.00 INC WATERS & ROGERS 66788 DOW CHEMICAL CANADA C/O BOISE ON FORT FRANCES $45 $45.00 INC CASCADE CANADA 23960 DOW CHEMICAL CANADA P O BOX ON SARNIA $85,748 $48,311 $21 $134,081.06 INC 3030/SOUTH VIDAL 64081 DOW CHEMICAL CANADA P O BOX ON SARNIA $7,487 $507 $4,243 $12,238.73 INC 3030/SOUTH VIDAL 72210 DOW CHEMICAL CANADA 67 GREEN LANE ON THORNHILL $27 $1,379 $1,407.38 INC WESTSIDE CUST. TOTAL 93,353 49,015 4,265 1,379 148,014.17 11679 DOW CHEMICAL CA PITTSBURG $60 $1,931 $1,991.52 COMPANY 23320 DOW CHEMICAL ALLYNS POINT CT GALES FERRY $1,460 $4,479 $5,939.04 COMPANY DIVISION 27705 DOW CHEMICAL 1466 PROSSER GA DALTON $8,289 $240 $8,529.38 COMPANY DRIVE, SE 09195 DOW CHEMICAL P O BOX 368 IL JOLIET $270 $405 $45 $720.00 COMPANY 65107 DOW CHEMICAL P O BOX 150 LA PLAQUEMINE $130 $130.00 COMPANY 69669 DOW CHEMICAL P O BOX 500 LA PLAQUEMINE $6,485 $45 $2,914 $1,936 $11,380.82 COMPANY 11904 DOW CHEMICAL SOUTH MI LUDINGTON $485 $485.00 COMPANY MADISON STREET 24000 DOW CHEMICAL P O BOX 2559 MI MIDLAND $57,953 $11,089 $2,590 $673- $70,960.38 COMPANY 79935 DOW CHEMICAL P O BOX 1726 MI MIDLAND $120- $120.00- COMPANY 83413 DOW CHEMICAL 2020 BLDG MI MIDLAND $17,746 $17,746.00 COMPANY 83890 DOW CHEMICAL P O BOX 1726 MI MIDLAND $12,455 $12,939 $9,315 $34,709.88 COMPANY 89563 DOW CHEMICAL 1000 NJ MOUNT $675 $675.00 COMPANY MIDLANTIC LAUREL DRIVE 51018 DOW CHEMICAL 1400 NORTON OH COLUMBUS $2,855 $1,270 $1,315 $5,440.00 COMPANY ROAD 24250 DOW CHEMICAL P O DRAWER K TX FREEPORT $49,107 $3,400 $90 $52,597.29 COMPANY
JOB-RCPMO5 FNR 5/02/93 CO-CODE: O A G E D A C C O U N T S R E C E I V A B L E ENDING-DATE 5/01/93 PAGE # 40 S.C. CUST # C U S T O M E R A D D R E S S ST. C I T Y 0-TO-30 31-TO-60 61-TO-90 OVER-90 TOTAL BAL-DUE 24300 DOW CHEMICAL COMPANY 2301 BRAZOS PORT BLVD TX FREEPORT $11,893 $45 $402 $1,333 $13,673.54 24470 DOW CHEMICAL COMPANY INBOUND ACCOUNTS PAYABLE TX FREEPORT $93,683 $7,888 $11,196 $2,309 $115,077.52 85838 DOW CHEMICAL COMPANY TX LAREDO $560 $560.00 CUST. TOTAL..... 263,432 41,802 19,138 16,121 340,495.37 83615 DOW CHEMICAL USA P O BOX 182390 OH COLUMBUS $1,176,277 $100,453 $14,337 $2,085 $1,293,154.28 87784 DOW CHEMICAL USA P O BOX 182390 OH COLUMBUS $47,806 $8,596 $1,796 $490 $58,690.02 CUST. TOTAL 1,224,083 109,049 16,134 2,576 1,351,844.30 86251 DOW CORNING CORP./ INTRA INTERNATIONAL BILLING ON MI BURTON, GE $550 $550.00 CUST. TOTAL..... 550 550.00 00299 DOW CORNING CORPORATION 750 HOGENVILLE ROAD KY ELIZABETHTOWN $1,523 $1,523.20 24490 DOW CORNING CORPORATION P O BOX 195000 MI BURTON $15,518 $12,168 $8,712- $18,975.12 28115 DOW CORNING CORPORATION 1635 NORTH GLEANER RD MI HEMLOCK $522 $522.00 56578 DOW CORNING CORPORATION 12334 GEDDES ROAD MI HEMLOCK $5,052 $5,052.13 24410 DOW CORNING CORPORATION P O BOX 0998 MI MIDLAND $10,790 $165 $277 $11,233.10 23740 DOW CORNING CORPORATION 2914 PATERSON ST NC GREENSBORO $4,390 $4,390.13 CUST. TOTAL..... 37,796 12,168 8,547- 277 41,695.68 81047 DOW ELANCO KRISTINE JOST IN INDIANAPOLIS $55- $55.00- CUST. TOTAL..... 55- 55.00- 58216 DOW INTERNATIONAL/DOMEST INTERNATIONAL BILLING ON TX LAKE JACKSON $5,490 $600 $5,594 $11,684.00 CUST. TOTAL..... 5,490 600 5,594 11,684.00 90156 DOW NORTH AMERICA 2040 DOW CENTER MI MIDLAND $2,075 $2,075.32 CUST. TOTAL..... 2,075 2,075.32 86269 DOW USA P O BOX 2084 MI MIDLAND $8,971 $800 $325 $2,277 $12,373.70 CUST. TOTAL..... 8,971 800 325 2,277 12,373.70 05673 DOW USA EASTERN DIVISION P O BOX 182390 OH COLUMBUS $45 $45.00 CUST. TOTAL..... 45 $45.00 83418 DOW USA LOUISIANA DIVISI P O BOX 182390 OH COLUMBUS $140- $140.00- CUST. TOTAL..... 140- 140.00- 83607 DOW USA MICHIGAN DIVISIO P O BOX 182390 OH COLUMBUS $142- $142.60- CUST. TOTAL..... 142- 142.60- 77331 DOWBRANDS INC P O BOX 68511 IN INDIANAPOLIS $6,313 $58 $6,372.66 CUST. TOTAL..... 6,313 58 6,372.66 82283 DOWELANCO 934 BLOG MI MIDLAND $225 $225.00 CUST. TOTAL..... 225 225.00 86164 DOWELANCO/MICHIGAN DIVIS P O BOX 182390 OH COLUMBUS $46,591 $8,873 $55,464.88 CUST. TOTAL..... 46,591 8,873 55,464.88 54303 DOWELL SCHLUMBERGER INC US 131 & THOMAS ROAD MI KALKASKA $3,535- $3,535.75- 26271 DOWELL SCHLUMBERGER INC 6717 SOUTH 61ST WEST AVE OK TULSA $3,677 $282 $3,960.10
JOB-RCPMO5 FNR 5/02/93 CO-CODE: O A G E D A C C O U N T S R E C E I V A B L E ENDING-DATE 5/01/93 PAGE # 41 S.C. CUST # C U S T O M E R A D D R E S S ST. C I T Y 0-TO-30 31-TO-60 61-TO-90 OVER-90 TOTAL BAL-DUE 61231 FLUID PACKAGING CO 800 AIRPORT RD NJ LAKEWOOD $220 $137 $522 $962 $1,842.50 CUST. TOTAL...... 220 137 522 962 1,842.50 83426 DOWELL SCHLUMBERGER INC 5155 W CARDINAL DR TX BEAUMONT $60 $60.00 82930 DOWELL SCHLUMBERGER INC 801 STANDARD STREET TX LONGVIEW $160 $160.00 CUST. TOTAL..... 3,677 3,033- 644.35 55205 DOWN RIVER 3271 FRANKLINTON RD GA MACON $805 $805.00 CUST. TOTAL..... 805 805.00 12054 DREW CHEMICAL COMPANY ONE DREW CHEMICAL PLAZA NJ BOONTON $603 $4,928 $5,531.80 CUST. TOTAL..... 603 4,928 5,531.80 01569 DREXEL CHEMICAL COMPANY MS TUNICA $3,865 $3,865.40 15300 DREXEL CHEMICAL COMPANY P O BOX 9306 TN MEMPHIS $1,441 $40 $634 $2,115.80 CUST. TOTAL..... 5,306 40 634 5,981.20 54082 DRYDEN OIL COMPANY 692 MILLBURY STREET MA WORCESTER $2,081 $140 $2,221.76 CUST. TOTAL..... 2,081 140 2,221.76 24476 DSM CHEMICALS 1 COLUMBIA NITROGEN ROAD GA AUGUSTA $790 $790.00 CUST. TOTAL..... 790 790.00 24500 DUBOIS CHEMICALS INC 3630 EAST KEMPER ROAD OH SHARONVILLE $55 $55 $110.00 CUST. TOTAL..... 55 55 110.00 59629 DUBROOK P O BOX 220746 VA CHANTILLY $1,096 $1,096.00 CUST. TOTAL..... 1,096 1,096.00 78845 DUCK BACK PRODUCTS P O BOX 980 CA CHICO $3,186 $3,186.25 78852 DUCK BACK PRODUCTS 2644 HEGAN LANE CA CHICO $6,572 $6,572.50 CUST. TOTAL..... 9,758 9,758.75 C 87203 DUNCOR ENTERPRISES INC 75 JAMES STREET ON BARRIS $7,294 $7,294.94 CUST. TOTAL..... 7,294 7,294.94 12140 DUPONT OF CANADA LTD ST CLAIRE RIVERSITE ON CORUNNA $1,548 $1,803 $321 $3,672.97 00469 DUPONT OF CANADA LTD P O BOX 2200 STREETSVILL ON MISSISSIPPI $220,549 $38,108 $12,334 $17,350 $288,342.73 CUST. TOTAL..... 222,098 39,911 12,655 17,350 292,015.70 28685 DURAL PRODUCTS 555 MARSHALL AVENUE PQ DORVAL $.00 CUST. TOTAL..... $.00 09281 DURON PAINT INC 10406 TUCKER STREET MD BELTSVILLE $125 $125.00 CUST. TOTAL..... 125 125.00 80110 DUTCH CHEMICALS 44 CLAYSON ROAD ON WESTON $27 $27.50 CUST. TOTAL..... 27 $27.50 06205 DYNA TECH ADHESIVES INC COUNTRY CLUB ROAD WV CRAFTON $27,264 $156 $27,420.20 CUST. TOTAL..... 27,264 156 27,420.20 76753 DYNAGEN INC 2000 E POOL RD TX ODESSA $50 $50- $.00 CUST. TOTAL..... 50 50- $.00
JOB-RCPMO5 FNR 5/02/93 CO-CODE: O A G E D A C C 0 U N T S R E C E I V A B L E ENDING-DATE 5/01/93 PAGE# 42 S.C.CUST# C U S T 0 M E R A D D R E S S ST. C I T Y 0-TO-30 31-TO-60 61-TO-90 OVER-90 TOTAL BAL-DUE 74053 E DAVIS 7 TURNER PLACE NJ PISCATAWAY $55 $55.00 CUST. TOTAL .... 55 55.00 61583 E F HOUGHTON & COMPANY P 0 BOX 67 MO SAINT LOUIS $2,568 $646 $3,214.81 10753 E F HOUGHTON & COMPANY MADISON & VAN BUREN AVES PA VALLEY FORGE $412 $330 $5,433 $6,176.14 CUST. TOTAL .... 2,981 330 6,079 9,390.95 08056 E I DUPONT P O BOX 525 AL AXIS $540 $540.00 55075 E I DUPONT P O BOX 8964 DE WILMINGTON $306,943 $172,324 $51,685 $12,226 $543,200.09 56579 E I DUPONT 1007 MARKET STREET DE WILMINGTON $15,097 $15,097.50 66073 E I DUPONT 1007 MARKET STREET DE WILMINGTON $1,000 $2,000 $4,000 $7,000.00 85286 E I DUPONT INTERNATIONAL BILLING ON DE DEWILMINGTON $1,303 $88 $4,495 $5,886.50 85859 E I DUPONT 1007 MARKET STREET DE WILMINGTON $13,520 $14,560 $28,080.00 25030 E I DUPONT HC 66-400 HARRIS RD KY WURTLAND $65 $65.00 55447 E I DUPONT MI MOUNT CLEMENS $100 $100.00 12340 E I DUPONT CHAMBERS WORKS NJ DEEPWATER $2,354 $709 $55 $3,118.50 26080 E I DUPONT NORTH REPAUND AVE NJ GIBBSTOWN $302 $896 $1,198.00 07731 E I DUPONT OH MIAMI FORT $388 $388.50 05002 E I DUPONT EMIG & BUSSER ROADS PA EMIGSVILLE $27 $27.50 63426 E I DUPONT P 0 BOX 286/ACCTS PAYABL TX BEAUMONT $1,899 $1,886 $3,785.16 25240 E I DUPONT P O BOX 635* WV BELLE $3,366 $3,366.00 14493 E I DUPONT FMI P O BOX 8964 DE WILMINGTON $1706,939 $460,926 $4,178 $16,669 $2,188,715.09 CUST. TOTAL .... 2,048,184 651,948 62,715 37,798 2,800,647.94 72709 E N S R OPERATIONS 1700 GATEWAY BLVD OH CANTON $2,423 $2,423.00 CUST. TOTAL .... 2,423 2,423.00 54117 E R CARPENTER COMPANY IN 2611 N GENERAL BRUCE DRI TX TEMPLE $27- $27.50- CUST. TOTAL .... 27- 27.50- 20954 EASTECH CHEMICAL INC 5700 TACONY STREET PA PHILADELPHIA $831 $2.388 $200 $3,419.00 CUST. TOTAL .... 831 2,388 200 3,419.00 79581 EASTERN CONSOLIDATED UTI 7785 SPRING CREEK RD PA MACUNGIE $2,080 $2,080.60 CUST. TOTAL .... 2,080 2,080.60 89287 EASTMAN CHEMICAL P 0 BOX 219 TX CONROE $220 $220.00 CUST. TOTAL .... 220 220.00 60638 EASTMAN CHEMICAL COMPANY P 0 BOX 1990/157 E MAIN TN KINGSPORT $5,715 $260 $677 $6,652.50 81470 EASTMAN CHEMICAL COMPANY P 0 BOX 511 TN KINGSPORT $20,595 $1,030 $21,625.77 CUST. TOTAL .... 26,310 260 1,707 28,278.27 25910 EASTMAN KODAK COMPANY P 0 BOX 92704 NY ROCHESTER $29,681 $29,681.45 CUST. TOTAL .... 29,681 29,681.45 6ll82 ECCLESTONE INDUSTRIAL CH 21701 HOOVER RD MI WARREN $753 $140 $893.00 CUST. TOTAL .... 753 140 893.00 74611 ECHOLAB INC 255 BLAIR RD NJ AVENEL $516 $516.50 CUST. TOTAL .... 516 516.50
JOB-RCPMO5 FNR 5/02/93 CO-CODE: O A G E D A C C 0 U N T S R E C E I V A B L E ENDING-DATE 5/01/93 PAGE# 43 S.C.CUST# C U S T 0 M E R A D D R E S S ST. C I T Y 0-TO-30 31-TO-60 61-TO-90 OVER-90 TOTAL BAL-DUE 75645 ECOLAB INC 5075 TOMKEN AVENUE ON MISSISSAUGA $4,827 $4,827.84 CUST. TOTAL ....... 4,827 4,827.84 88059 ECOLOCHEM INC 73 RUMSEY ROAD CT EAST HARTFORD $157 $157.56 CUST. TOTAL ....... 157 157.56 29875 ECONOMICS LABORATORY INC 255 BLAIR ROAD NJ AVENEL $82 $82.50 29885 ECONOMICS LABORATORY INC 2305 SHERWIN STREET TX GARLAND $27 $27.50 CUST. TOTAL ....... 110 110.00 57079 EDDIE MERCER INC LINGANORE RD MO FREDERICK $150 $150.00 CUST. TOTAL ....... 150 150.00 60540 EDWARDS HIGH VACUUM 2175 MILITARY ROAD NY TONAWANDA $1,285 $1,285.00 CUST. TOTAL ....... 1,285 1,285.00 86161 EKA NOBEL INC 2622 NASHVILLE FERRY RD MS COLUMBUS $9,419 $9,419.00 89894 EKA NOBEL INC 69 SOUTH MS COLUMBUS $4,774 $4,774.00 CUST. TOTAL ....... 14,193 14,193.00 70153 EL PASO REFINING P 0 BOX 9579 TX EL PASO $140 $140.00 CUST. TOTAL ....... 140 140.00 13140 ELF ATOCHEM HIGHWAY 43 NORTH AL AXIS $467 $110 $433 $1,011.25 51650 ELF ATOCHEM 2316 HIGHLAND AVENUE KY CARROLLTON $21,135 $5,324 $144 $26,603.85 82103 ELF ATOCHEM 17168 WEST JEFFERSON MI RIVERVIEW $3,003 $3,003.75 89035 ELF ATOCHEM 17168 WEST JEFFERSON AVE MI RIVERVIEW $3,585 $3,585.42 75485 ELF ATOCHEM P 0 BOX 2287 NJ RAHWAY $10,807 $1,333 $1,502 $13,642.00 86400 ELF ATOCHEM P 0 BOX 188 NY GENESEO $3,626 $380 $4,006.50 23058 ELF ATOCHEM 421 LONDEN ROAD OH DELAWARE $4,589 $4,589.31 58913 ELF ATOCHEM 700 3RD LINE ON OAKVILLE $364 $498 $1,590 $2,452.00 26312 ELF ATOCHEM THREE PARKWAY PA PHILADELPHIA $77,038 $47,680 $19,644 $27,519 $171,882.41 62400 ELF ATOCHEM THREE PARKWAY PA PHILADELPHIA $3,531 $190 $1,195 $95 $5,011.00 74194 ELF ATOCHEM THREE PARKWAY PA PHILADELPHIA $41,719 $3,261 $1,680 $46,661.60 74198 ELF ATOCHEM THREE PARKWAY PA PHILADELPHIA $5,656 $485 $6,141.88 74672 ELF ATOCHEM THREE PARKWAY PA PHILADELPHIA $2,608 $858 $3,466.50 78678 ELF ATOCHEM THREE PARKWAY PA PHILADELPHIA $24,010 $8,511 $620 $1,030- $32,111.30 78896 ELF ATOCHEM THREE PARKWAY PA PHILADELPHIA $1,536 $560 $650 $2,746.70 80328 ELF ATOCHEM THREE PARKWAY PA PHILADELPHIA $1,375 $1,382 $182 $2,939.50 81660 ELF ATOCHEM THREE PARKWAY PA PHILADELPHIA $19,439 $19,439.20 89149 ELF ATOCHEM 3 PARKWAY PLAZA PA PHILADELPHIA $3,438 $1,139 $4,577.90 04633 ELF ATOCHEM P 0 BOX 1427 TX BEAUMONT $1,400 $1,400.00 00155 ELF ATOCHEM 2231 HADEN R0AD TX HOUSTON $5,094 $420 $163 $5,677.50 CUST. TOTAL ....... 217,737 82,616 24,991 35,603 360,949.57 81674 ELI LILLY & COMPANY INC P 0 BOX 818019 OH CLEVELAND $852 $852.50 CUST. TOTAL ....... 852 852.50 06583 ELIZABETHTOWN WATER CO P 0 BOX 102 NJ BOUND BROOK $26 $26.00 CUST. TOTAL ....... 26 26.00 05049 ELKEM METALS COMPANY P 0 BOX 266 PA PITTSBURGH $1,475 $1,475.00 CUST. TOTAL ....... 1,475 1,475.00
JOB-RCPMO5 FNR 5/02/93 CO-CODE: O A G E D A C C 0 U N T S R E C E I V A B L E ENDING-DATE 5/01/93 PAGE# 44 S.C.CUST# C U S T 0 M E R A D D R E S S ST. C I T Y 0-TO-30 31-TO-60 61-TO-90 OVER-90 TOTAL BAL-DUE 90041 ELLIOTT BROTHERS STEEL C STATE ROUTE 168 PA NEW CASTLE $2,302 $2,302.40 CUST. TOTAL ....... 2,302 2,302.40 89694 EMBALLAGE ST JEAN 3050 ST MICHEL PQ SAINT JEAN $64 $64.20 CUST. TOTAL ....... 64 64.20 89151 EMERY WORLDWIDE INDIANAPOLIS INTL AIRPOR IN INDIANAPOLIS $45 $45.00 CUST. TOTAL ....... 45 45.00 80551 EML ENTERPRISES 4243 NORTH RIVER ROAD LA PORT ALLEN $110 $82 $192.50 CUST. TOTAL ....... 110 82 192.50 05839 EMPAK INCORPORATED 2759 BATTLEGROUND ROAD TX DEER PARK $110 $330 $1,090 $1,530.00 88481 EMPAK INCORPORATED 2759 BATTLEGROUND ROAD TX DEER PARK $420 $420.00 CUST. TOTAL ....... 110 330 1,510 1,950.00 50301 EMPIRE MARBLE 195 RIVER STREET NJ PATERSON $82 $82.50 CUST. TOTAL ....... 82 82.50 62559 EMS AMERICAN GRILON AND CORPORATE WAY SC SUMTER $75 $75.00 CUST. TOTAL ....... 75 75.00 24773 ENGELHARD CORPORATION 3400 BANK STREET KY LOUISVILLE $27 $27.50 23421 ENGELHARD CORPORATION 120 PINE STREET OH ELYRIA $250 $250.00 CUST. TOTAL ....... 27 250 277.50 50674 ENSCO INC P O BOX 1957 AR EL DORADO $2,474 $2,474.00 CUST. TOTAL ....... 2,474 2,474.00 87383 ENSI 194 AVE L NJ NEWARK $130 $130.00 CUST. TOTAL ....... 130 130.00 73171 ENSING PRODUCTS 3528 E 76TH STREET OH CLEVELAND $385 $385.00 CUST. TOTAL ....... 385 385.00 84737 ENSOLITE INC 312 N HILL STREET IN MISHAWAKA $110 $110.00 CUST. TOTAL ....... 110 110.00 82429 ENTROPEX 1390 LOUGAR ON SARNIA $659 $659.66 CUST. TOTAL ....... 659 659.66 87498 ENVIRODYNE CORPORATION %K L S LOGISTICS SUITE 3 CA PLEASANTON $308 $9,840 $10,148.30 CUST. TOTAL ....... 308 9,840 10,148.30 76869 ENVIRODYNE SYSTEMS 2840 A HOWE ROAD CA MARTINEZ $192 $192.50 CUST. TOTAL ....... 192 192.50 88902 ENVIRONMENTAL PRODS & SE 5140 PAXTON ST PA HARRISBURG $4,680 $4,680.00 CUST. TOTAL ....... 4,680 4,680.00 84884 ENVIRONMENTAL PRODUCTS & P O BOX 676 NY BUFFALO $3,750 $3,750.00 CUST. TOTAL ....... 3,750 3,750.00
JOB-RCPMO5 FNR 5/02/93 CO-CODE: O A G E D A C C 0 U N T S R E C E I V A B L E ENDING-DATE 5/01/93 PAGE# 45 S.C.CUST# C U S T 0 M E R A D D R E S S ST. C I T Y 0-TO-30 31-TO-60 61-TO-90 OVER-90 TOTAL BAL-DUE 89482 ENVIRONMENTAL WASTE CONT 27140 PRINCETON AVE MI INKSTER $48 $168 $216.00 CUST. TOTAL ....... 48 168 216.00 89525 ERGON REFINING INC P O BOX 309 MS VICKSBURG $2,162 $2,162.60 CUST. TOTAL ....... 2,162 2,162.60 75320 ERIE COKE CORPORATION BOX 6180 PA ERIE $137 $1,862 $2,000.00 CUST. TOTAL ....... 137 1,862 2,000.00 64693 ERVIN KAHLER IND 225 SOUTH MAPLE STREET IL MORTON $160 $160.00 CUST. TOTAL ....... 160 160.00 74828 ESSEX GROUP US 30 WEST & 600 EAST IN COLUMBIA CITY $137 $27 $165.00 CUST. TOTAL ....... 137 27 165.00 82238 ESSEX SPECIALTY COMPANY 1135 BROAD STREET NJ CLIFTON $9,211 $9.211.00 CUST. TOTAL ....... 9,211 9,211.00 06964 ESSO CHEMICAL CANADA P O BOX 3033 ON SARNIA $119 $119.50 54461 ESSO CHEMICAL CANADA 4711 YONGE STREET ON TORONTO $8,469 $2,027 $10,496.64 CUST. TOTAL ....... 8,588 2,027 10,616.14 63293 ESSO PETROLEUM CANADA CRISTINA ST/P O BOX 3022 ON SARNIA $2,805 $2,805.60 55563 ESSO PETROLEUM CANADA 55 ST CLAIR AVE WEST ON TORONTO $2,898 $5,869 $8,767.68 CUST. TOTAL ....... 2,805 2,898 5,869 11,573.28 15675 ESSROC MATERIALS INC P O BOX D MO FREDERICK $1,843 $1,843.79 56330 ESSROC MATERIALS INC P O BOX 32 PA NAZARETH $12,671 $1,747 $14,418.87 CUST. TOTAL ....... 12,671 3,591 16,262.66 87931 ETHICHEM CORP TECHNICAL OIL PRODUCT PA EASTON $82 $82.50 CUST. TOTAL ....... 82 82.50 06586 ETHYL CANADA INC 220 ST CLAIR PARKWAY ON CORUNNA $162 $5,347 $5,509.90 CUST. TOTAL ....... 162 5,347 5,509.90 17157 ETHYL CORPORATION P O BOX 1890 AR MAGNOLIA $4,632 $41 $232 $4,905.25 09091 ETHYL CORPORATION 451 FLORIDA BLVD LA BATON ROUGE $96 $40 $82 $218.75 88429 ETHYL CORPORATION 451 FLORIDA BLVD LA BATON ROUGE $27 $27.50 06291 ETHYL CORPORATION P O BOX 67 MO SAINT LOUIS $54,187 $12,623 $93- $658 $67,376.11 28470 ETHYL CORPORATION VENDOR 17169-139 BOX 102 SC ORANGEBURG $4.418 $930 $5,348.75 28480 ETHYL CORPORATION P O BOX 472 TX PASADENA $32,199 $4,248 $955 $499 $37,902.35 87530 ETHYL CORPORATION 330 SOUTH 4TH ST VA RICHMOND $13,187 $13,187.85 CUST. TOTAL ....... 108,749 17,883 861 1,472 128,966.56 29955 ETHYL PETROLEUM ADDITIVE ATT: KATRICE FAULKNER IL SAUGET $8,330 $5,911 $295 $14,536.75 26600 ETHYL PETROLEUM ADDITIVE 20 SOUTH 4TH STREET MO SAINT LOUIS $1,877 $1,877.66 67769 ETHYL PETROLEUM ADDITIVE 20 S 4TH STREET MO SAINT LOUIS $1,870 $1,870.00 88788 ETHYL PETROLEUM ADDITIVE P O BOX 67 MO SAINT LOUIS $10,464 $3,838 $14,302.84 CUST. TOTAL ....... 18,794 9,750 4,042 32,587.25 53449 EUCLID CHEMICAL COMPANY BLDG 25B-SUITE 4C NJ E BRUNSWICK $860 $860.14 CUST. TOTAL ....... 860 860.14
JOB-RCPMO5 FNR 5/02/93 CO-CODE: O A G E D A C C 0 U N T S R E C E I V A B L E ENDING-DATE 5/01/93 PAGE# 46 S.C.CUST# C U S T 0 M E R A D D R E S S ST. C I T Y 0-TO-30 31-TO-60 61-TO-90 OVER-90 TOTAL BAL-DUE 79079 EURO GULF INC % CARE SHIPPING INC TX HOUSTON $2,770 $2,770.04 CUST. TOTAL ....... 2,770 2,770.04 75435 EVANS ADHESIVES CORP 925 OLD HENDERSON RD OH COLUMBUS $80 $80.00 CUST. TOTAL ....... 80 80.00 10074 EVANS CHEMETICS DIV OF HAMPSHIRE CHEMICA NY WATERLOO $27 $110 $137.50 28530 EVANS CHEMETICS DIV OF HAMPSHIRE CHEMICA NY WATERLOO $4,628 $4,628.59 CUST. TOTAL ....... 4,656 110 4,766.09 11171 EVANS COOPERAGE CO INC 1255 PETERS RD LA HARVEY $41- $41.25- 16945 EVANS COOPERAGE CO INC 10521 SHELDON ROAD TX HOUSTON $2,145 $2,145.00 CUST. TOTAL ....... 41- 2,145 2,103.75 04957 EVERETT V MOSER 2222-B OLD NATIONAL PIKE MO MIDDLETOWN $131- $131.84- CUST. TOTAL ....... 131- 131.84- 75527 EVERGREEN OIL CO 6880 SMITH AVENUE CA NEWARK $693 $42 $735.00 CUST. TOTAL ....... 693 42 735.00 65613 EXCEL OF TENNESSEE INC 2200 HELTON DR TN LAWRENCEBURG $82 $82.50 CUST. TOTAL ....... 82 82.50 87102 EXCEL TSD INC 552 RIVERGATE ROAD TN MEMPHIS $7,867 $11,025 $396 $3,825 $23,113.32 CUST. TOTAL ....... 7,867 11,025 396 3,825 23,113.32 86669 EXPERT FREIGHT INC OF GA 2440 SANDY PLAINS RD GA MARIETTA $1,768 $1,768.22 CUST. TOTAL ....... 1,768 1,768.22 89661 EXPRESS CONTAINER SERVIC 809 CHATAGUA VA PORTSMOUTH $211 $211.50 CUST. TOTAL ....... 211 211.50 01309 EXXON CHEMICAL AMERICAS 4999 SCENIC HWY* LA BATON ROUGE $4,160 $345 $1,123 $322 $5,951.50 27990 EXXON CHEMICAL AMERICAS P O BOX 216 NJ LINDEN $9,174 $17,883 $27,058.00 27620 EXXON CHEMICAL AMERICAS P O BOX 4004* TX BAYTOWN $136 $948 $1,084.00 10101 EXXON CHEMICAL AMERICAS P O BOX 4259 TX HOUSTON $1,602 $137 $2,405 $4,146.26 27890 EXXON CHEMICAL AMERICAS P O BOX 4259 TX HOUSTON $1,593 $2,340 $334 $2,030- $2,237.30 75564 EXXON CHEMICAL AMERICAS P O BOX 4321 TX HOUSTON $534 $534.00 80405 EXXON CHEMICAL AMERICAS P O BOX 4259 TX HOUSTON $220 $220.00 57483 EXXON CHEMICAL AMERICAS 13330 HATCHERVILLE RD TX MONT BELVIEU $13,393 $13,393.86 CUST. TOTAL ....... 30,060 21,654 1,457 1,451 54,624.92 84361 EXXON CHEMICAL COMPANY P O BOX 23 NJ LINDEN $3,000 $3,000 $6,000.00 78839 EXXON CHEMICAL COMPANY C/O CASS LOGISTICS OH COLUMBUS $4,626 $1,598 $159- $6,064.68 31440 EXXON CHEMICAL COMPANY 8230 STEDMAN ST TX HOUSTON $2,186 $960 $908 $960 $4,615.15 CUST. TOTAL ....... 9,813 3,960 2,406 500 16,679.83 20176 EXXON CHEMICAL TRADING I P O BOX 264 NJ FLORHAM PARK $52 $52.00 CUST. TOTAL ....... 52 52.00 27810 EXXON COMPANY U S A P O BOX 551 LA BATON ROUGE $2,243 $1,494 $3,737.50 05676 EXXON COMPANY U S A 1 AVENUE J NJ BAYONNE $67 $2,094 $247 $165 $2,574.00
JOB-RCPMO5 FNR 5/02/93 CO-CODE: O A G E D A C C 0 U N T S R E C E I V A B L E ENDING-DATE 5/01/93 PAGE# 47 S.C.CUST# C U S T 0 M E R A D D R E S S ST. C I T Y 0-TO-30 31-TO-60 61-TO-90 OVER-90 TOTAL BAL-DUE 15731 EXXON COMPANY U S A 1445 GREENLEAF STREET SC CHARLESTON $22 $22.50 06450 EXXON COMPANY U S A P 0 BOX 1981 TX HOUSTON $2,847 $27 $2,875.00 55439 EXXON COMPANY U S A P 0 BOX 4687 TX HOUSTON $82 $357 $440.00 58602 EXXON COMPANY U S A P 0 BOX 4275 TX HOUSTON $8,090 $7,009 $15,099.75 62083 EXXON COMPANY U S A P 0 BOX 4646 TX HOUSTON $370 $370.80 72963 EXXON COMPANY U S A P 0 BOX 2169 TX HOUSTON $1,085 $1,085 $2,170,00 84967 EXXON COMPANY U S A P 0 LOX 4695 TX HOUSTON $358 $358.00 CUST. TOTAL...... 14,691 2,199 605 10,152 27,647.55 90198 EZE MANUFACTURING N W IN 1265 HENDRICKSON DRIVE WA KALAMA $532 $532.50 CUST. TOTAL...... 532 532.50 OVER-365-DAYS... 172,821 *** A TO E *** 8,442,382 2,074,779 503,105 754,576 11,774,844.03 56169 P E COOPER LUMBER PA HOPEWELL $944 $944.81 CUST. TOTAL...... 944 944.81 16882 F M C ACG CORPORATION P O BOX 782 IL AURORA $6,322 $5,073 $2,834 $14,230.36 23391 F M C ACG CORPORATION P 0 BOX 180 IL WYOMING $27 $27.50 30570 F M C ACG CORPORATION P 0 BOX 1616 MD BALTIMORE $84,479 $48,829 $891- $238 $132,655.25 75431 F M C ACG CORPORATION MD BALTIMORE $394- $394.28- 57800 F M C ACG CORPORATION 100 NIAGARA STREET NY MIDDLEPORT $56,068 $5,565 $60 $3,667 $65,360.97 84435 F M C ACG CORPORATION 1735 MARKET STREET PA PHILADELPHIA $12,494 $3,649 $192- $15,951.40 03207 F M C ACG CORPORATION P 0 BOX 579 WV INSTITUTE $992 $8,629 $9,621.50 CUST. TOTAL...... 160,384 71,746 2,003 3,318 237,452.70 23007 F M C CORPORATION 8787 ENTERPRISE DRIVE CA NEWARK $6,408 $426 $6,834.80 79274 F M C CORPORATION P O BOX 4111 ID POCATELLO $1,584 $352 $1,936.00 05210 F M C CORPORATION 440 N 9TH STREET KS LAWRENCE $1,668 $1,668.00 30550 F M C CORPORATION 500 ROOSEVELT AVENUE NJ CARTERET $55 $30 $85.00 30450 F M C CORPORATION RIVER RD & SAWYER AVE NY TONAWANDA $275 $192 $265 $732.50 05619 F M C CORPORATION P.O. BOX 8793 PA PHILADELPHIA $1,425 $2,245 $370 $20 $4,060.00 79950 F M C CORPORATION 1735 MARKET STREET PA PHILADELPHIA $1,360- $1,360.00- 80136 F M C CORPORATION P 0 BOX 8793 PA PHILADELPHIA $95 $887 $1,384 $69 $2,436.00 82984 F M C CORPORATION P O B0X 8793 PA PHILADELPHIA $25,109 $11,504 $3,439 $4,520 $44,573.44 58950 F M C CORPORATION PROCESS ADDITIVES DIV WV NITRO $302 $302.50 30540 F M C CORPORATION 3200 MAC CORKLE AVENUE WV S. CHARLESTON $3,450 $3,450 $6,450 $13,350.00 74661 F M C CORPORATION RR STATION WESTVACO WY WY GREEN RIVER $130- $130.50- CUST TOTAL...... 31,938 25,396 10,283 6,869 74,487.74 08846 F M C CORPORATION / LITH 449 NORTH COX RD NC GASTONIA $18,942 $2,584 $470 $21,996.48 08578 F M C CORPORATION / LITH 12000 BAY AREA BLVD TX PASADENA $136 $136 $357 $629.50 CUST. TOTAL..... 19,078 2,584 606 357 22,625.98 56935 FAESY & BESTHOFF INC 143 RIVER ROAD NJ EDGEWATER $1,745 $537 $2,282.00 CUST. TOTAL.... 1,745 537 2,282.00 01533 FAR RESEARCH INC 2210 WIHELMINA COURT FL PALM BAY $192 $192.50 CUST. TOTAL...... 192 192.50 03501 FARLEY CHEMICAL & SOLVEN P 0 BOX 1668 OH AKRON $45 $45.00 CUST. TOTAL...... 45 45.00
JOB-RCPMO5 FNR 5/02/93 CO-CODE: O A G E D A C C 0 U N T S R E C E I V A B L E ENDING-DATE 5/01/93 PAGE# 48 S.C.CUST# C U S T 0 M E R A D D R E S S ST. C I T Y 0-TO-30 31-TO-60 61-TO-90 OVER-90 TOTAL BAL-DUE 08142 FARMLAND INDUSTRIES P 0 BOX 7305 MO KANSAS CITY $1,326 $1,326.60 52043 FARMLAND INDUSTRIES 6300 SO WASHINGTON STREE TX AMARILLO $305 $305.00 CUST. TOTAL...... 1,631 1,631.60 81409 FAVESA 15 LEIGH FISHER TX EL PASO $220 $220.00 CUST. TOTAL...... 220 220.00 01429 FEDERAL PAPERBOARD CO GA HWY 56 SOUTH PLT 510 GA AUGUSTA $80 $80.00 CUST. TOTAL...... 80 80.00 77354 FERRANTI PACKARD INC P 0 BOX 640 . NY GETZVILLE $192 $192.50 89109 FERRANTI PACKARD INC C/O FRANKLIN TRAFFIC SER NY RANSOMVILLE $4,486 $4,486.42 CUST. TOTAL...... 4,486 192 4,678.92 32035 FERRO CORPORATION 7050 KRICK ROAD OH BEDFORD $15,772 $27 $3,399 $320 $19,519.70 CUST. TOTAL...... 15,772 27 3,399 320 19,519.70 89537 FERTIZONA INC 17102 W OLIVE AVE AZ WADDELL $315 $315.00 CUST. TOTAL...... 315 315.00 52886 FIBER-LITE CORP P 0 BOX 8 OH TOLEDO $512 $512.00 CUST. TOTAL...... 512 512.00 05595 FIEDALE CORP P 0 BOX 558 GA BALDWIN $450 $450.00 CUST. TOTAL...... 450 450.00 06430 FIELDALE CORPORATION GA CORNELIA $350 $350.00 CUST. TOTAL...... 350 350.00 79639 FIELDCREST CANNON INC P 0 BOX 1200 NC EDEN $472 $472.00 CUST. TOTAL...... 472 472.00 90034 FIL-PAK CO 47OO HEWES AVE MS GULFPORT $2,992 $2,992.00 CUST. TOTAL...... 2,992 2,992.00 09009 FINA OIL & CHEMICAL CO P 0 BOX 17651 MO SAINT LOUIS $22,632 $5,836 $6,276 $3,032 $37,778.34 12827 FINA OIL & CHEMICAL CO P 0 BOX 2159 TX DALLAS $3,162 $360 $460 $75 $4,057.00 08339 FINA OIL & CHEMICAL CO BATTLEGROUND RD TX LA PORTE $688- $688.50- 87833 FINA OIL & CHEMICAL CO 12212 PORT ROAD TX PASADENA $1,968 $1,968.75 CUST. TOTAL...... 27,762 6,196 6,736 2,419 43,115.59 29430 FINCH PRUYN CO INC 1 GLEN STREET NY GLENS FALLS $55 $55.00 CUST. TOTAL...... 55 55.00 00251 FINDETT CORPORATION 8 GOVENOR DRIVE MO SAINT CHARLES $1,540 $1,540.00 CUST. TOTAL...... 1,540 1,540,00 53835 FINDLEY ADHESIVES INC 11320 W WATERTOWN PLANK WI WAUWATOSA $3,678 $3,678.00 CUST. TOTAL...... 3,678 3,678.00 75583 FIRESTONE BLDG PRODUCTS 2100 CENTURY CIRCLE TX IRVING $215 $215.00 54265 FIRESTONE BLDG PRODUCTS 1125 PAGE BLVD MA SPRINGFIELD $357 $357.50 CUST. TOTAL...... 572 572.50
JOB-RCPMO5 FNR 5/02/93 CO-CODE: O A G E D A C C 0 U N T S R E C E I V A B L E ENDING-DATE 5/01/93 PAGE# 49 S.C.CUST# C U S T 0 M E R A D D R E S S ST. C I T Y 0-TO-30 31-TO-60 61-TO-90 OVER-90 TOTAL BAL-DUE 06112 FIRESTONE TIRE & RUBBER HIGHWAY US 301 NORTH NC WILSON $110 $110.00 CUST. TOTAL...... 110 110.00 82301 FIRMENICH INC 928-964 DOREMUS AVE NJ NEWARK $82 $82.50 78347 FIRMENICH INC P O BOX 3415 NJ PRINCETON $1,746 $1,746.30 CUST. TOTAL...... 1,828 1,828.80 89868 FIRST BRANDS VA AMHERST $10,651 $10,651.53 CUST. TOTAL...... 10,651 10,651.53 13671 FIRST BRANDS CORPORATION P O BOX 1911 CT DANBURY $5,482 $3,608 $9,091.03 76800 FIRST BRANDS CORPORATION UNIVERSAL ROAD OFF MANTU NJ PAULSBORO $1,080 $55 $1,135.00 CUST. TOTAL...... 6,562 55 3,608 10,226.03 83167 FIRST BRANDS INDUSTRIES 101 JOHN STREET ON ORANGEVILLE $2,379 $2,379.60 CUST. TOTAL...... 2,379 2,379.60 12230 FIRST CHEMICAL CORP P O BOX 1427 MS PASCAGOULA $5,471 $5,471.98 CUST. TOTAL...... 5,471 5,471.98 12086 FISH CHEMICAL & EQUIPMEN 18 INDUSTRIAL ROAD MA WALPOLE $165 $55 $55 $275.00 CUST. TOTAL...... 165 55 55 275.00 09275 FISHER GUIDE DIV OF GM 1000 TOWN LINE ROAD NY SYRACUSE $146- $146.00- CU5T. TOTAL...... 146- 146.00- 2983O FISHER SCIENTIFIC 1 REAGENT LANE NJ FAIR LAWN $696 $696.00 CUST. TOTAL...... 696 696.00 71966 FIVE STAR FINISHING INC LOWY DRIVE GA CHATSWORTH $415 $415.00 CULT. TOTAL...... 415 415.00 77923 FLEISCHMANNS YEAST 2743 RIVERPORT RD TN MEMPHIS $201 $201.60 CUST. TOTAL...... 201 201.60 28070 FLETCHER OIL & REFINING 24721 SOUTH MAIN STREET CA CARSON $1,044 $1,044.80 88456 FLETCHER OIL & REFINING P 0 BOX 548 CA WILMINGT0N $862 $862.00 CUST. TOTAL...... 1,906 1,906.80 00805 FLEX PRODUCTS STATE ROUTE 93 OH BALTIC $82 $82.50 CUST. TOTAL...... 82 82.50 77095 FLEXCON COMPANY INC SOUTH SPENCER RD MA SPENCER $137 $137 $275.00 CUST. TOTAL...... 137 137 275.00 71879 FLEXEL INC 115 PERIMETER CENTER PLA GA ATLANTA $1,087 $137 $1,225.30 CUST. TOTAL...... 1,087 137 1,225.30 65351 FLEXI FLO TERMINAL 125 COUNTRY RD NJ JERSEY CITY $100 $100.00 CUST. TOTAL...... 100 100.00 14380 FLEXI FL0-CON RAIL P O BOX 56O NY BUFFALO $451 $451.00 CUST. TOTAL...... 451 451.00
JOB-RCPMO5 FNR 5/02/93 CO-CODE: O A G E D A C C 0 U N T S R E C E I V A B L E ENDING-DATE 5/01/93 PAGE# 50 S.C.CUST# C U S T 0 M E R A D D R E S S ST. C I T Y 0-TO-30 31-TO-60 61-TO-90 OVER-90 TOTAL BAL-DUE 29870 FLEXIBLE PRODUCTS CO INC 1007 INDUSTRIAL PK DR GA MARIETTA $2,706 $2,706.15 CUST. TOTAL...... 2,706 2,706.15 84513 FLINT INK CORPORATION 14930 MARQUARDT STREET CA SANTA FE SPRIN $874- $874.40- CUST. TOTAL...... 874- 874.40- 88437 FLOUR A LIFE 501 RECOLD ROAD SC WALTERBORO $39 $39.00 CUST. TOTAL...... 39 39.00 61231 FLUID PACKAGING CO 800 AIRPORT RD NJ LAKEWOOD $220 $137 $522 $962 $1,842.50 CUST. TOTAL...... 220 137 522 962 1,842.50 08908 FOAM ENTERPRISES INC 13830 WATERTOWER CIRCLE MN MINNEAPOLLS $60 $40 $100.00 CUST. TOTAL...... 60 40 100.00 75173 FOAMEX CORPORATION 1705 A INDUSTRIAL BLVD GA CONYERS $275 $275.00 76988 FOAMEX CORPORATION 3210 CURTIS BOULEVARD TX MESQUITE $110 $110- $.00 CUST. TOTAL...... 110 165 275.00 79364 FOAMEX PRODUCTS INC 3005 COMMERCIAL RD IN FORT WAYNE $27 $27.50 7263O FOAMEX PRODUCTS INC LEE INDUSTRIAL PK SOUTH MS VERONA $330 $330.00 01028 FOAMEX PRODUCTS INC 466 SHADY AVENUE PA CORRY $27 $27.50 CUST. TOTAL...... 27 27 330 385.00 72892 FOAMSEAL INCORPORATED 195 DEMILLE MI LAPEER $1,578 $110 11,688.55 CUST. TOTAL...... 1,578 110 1,688.55 78438 FOAMTEK INC 1151 ATLANTIC DRIVE IL W CHICAGO $45 $45.00 CUST. TOTAL...... 45 45,00 55717 FOGEL FUEL SERVICE P O BOX 407 PA NAZARETH $352 $352.82 CUST. TOTAL...... 352 352.82 68512 FOOTE MINERAL COMPANY P O BOX 420 TN NEW JOHNSONVIL $260 $260.00 CUST. TOTAL...... 260 260.00 71854 FORD MOTOR COMPANY P O BOX 194567 CA SAN FRANCISCO $4,668 $3,045 $1,370 $9,065.00 02776 FORD MOTOR COMPANY 340 HENRY FORD II AVENUE GA HAPEVILLE $82 $82.50 60637 FORD MOTOR COMPANY P O BOX 195000 MI BURTON $135 $175 $1,757 $2,067.50 68564 FORD MOTOR COMPANY P O BOX 1557 MI DEARBORN $376 $376.04 79241 FORD MOTOR COMPANY P O BOX 6056 MI DEARBORN $2,207 $2,207.50 84827 FORD MOTOR COMPANY 290 TOWN CENTER DRIVE MI DEARBORN $467 $247 $715.00 75630 FORD MOTOR COMPANY 701 E 32 MILE RD MI ROMEO $220 $220.00 32625 FORD MOTOR COMPANY 500500 MOUND ROAD MI UTICA $82 $82.50 78175 FORD MOTOR COMPANY 37625 MICHIGAN AVE MI WAYNE $677 $740 $1,417.58 13152 FORD MOTOR COMPANY 6250 NORTH LINDBERG MO HAZELWOOD $433 $433.50 51990 FORD MOTOR COMPANY 650 MILLER ROAD OH AVON LAKE $1,340 $48 $1,388.00 10329 FORD MOTOR COMPANY P O BOX 9860 OH BROOK PARK $612 $233 $845.84 67943 FORD MOTOR COMPANY P O BOX 42039 OH BROOK PARK $16,049 $1,330 $643 $18,022.92 30640 FORD MOTOR COMPANY 2424 SPRINGFIELD AVE VA NORFOLK $45 $45.00 CUST. TOTAL...... 24,491 5,363 1,545 5,588 36,988.88
JOB-RCPMO5 FNR 5/02/93 CO-CODE: O A G E D A C C 0 U N T S R E C E I V A B L E ENDING-DATE 5/01/93 PAGE# 51 S.C.CUST# C U S T 0 M E R A D D R E S S ST. C I T Y 0-TO-30 31-TO-60 61-TO-90 OVER-90 TOTAL BAL-DUE 57983 FORMOSA PLASTICS CORP P 0 BOX 271 LA BATON ROUGE $55 $55.00 79372 FORMOSA PLASTICS CORP 9 PEACHTREE HILL RD NJ LIVINGSTON $270 $270 $3,174 $3,714.90 CUST. TOTAL...... 325 270 3,174 3,769.90 65235 FORT HOWARD PAPER COMPAN BAKER HILL ROAD GA RINCON $137 $137.50 CUST. TOTAL...... 137 137.50 23699 FORT ORANGE PAPER CO INC 1900 RIVER ROAD NY CASTLETON ON H $123 $123.75 CUST. TOTAL...... 123 123.75 83344 FORTIFIBER CORP 55 STARKEY AVE MA ATTLEBORO $45 $45.00 CUST. TOTAL...... 45 45.00 04476 FOX RIVER PAPER MILLS IN WEST CHURCH STREET OH URBANA $834 $834.20 CUST. TOTAL...... 834 834.20 39580 FRANCIS BARNES ROUTE 1 BOX 16 NY DOWNSVILLE $886 $886.96 CUST. TOTAL...... 886 886.96 04806 FRANKLIN INTERNATIONAL 2020 BRUCK STREET OH COLUMBUS $6,582 $4,014 $10,596.10 CUST. TOTAL...... 6,582 4,014 10,596.10 03963 FRANKLIN OIL COMPANY 40 S PARK STREET OH BEDFORD $137 $137.50 CUST. TOTAL...... 137 137.50 11493 FRANKLIN PLASTICS 113 PASSAIC AVENUE NJ KEARNY $216 $216.50 CUST. TOTAL...... 216 216.50 O2241 FRASER PAPER CO LTD 25 BRIDGE STREET ME MADAWASKA $135 $5,864 $2,008 $8,007.78 CUST. TOTAL...... 135 5,864 2,008 8,007.78 86341 FREEDOM TEXTILE CHEM GRO 8309 WILKINSON BLVD NC CHARLOTTE $220 $220.00 CUST. TOTAL...... 220 220.00 85954 FRESH PAK P O BOX 256 MI STEVENSVILLE $878 $878.72 CUST. TOTAL ...... 878 878.72 90069 FRITO LAY 2800 SILVER STAR RD FL ORLANDO $82 $82.50 CUST. TOTAL...... 82 82.50 85240 FRITZ COMPANIES INC 500 MARKLEY ST NJ PORT READING $322 $322.00 CUST. TOTAL ..... 322 322.00 86873 FUEL TANK MAINTENANCE 4 N FERGUSON TN COOKEVILLE $1,052 $1,052.00 CUST. TOTAL ..... 1,052 1,052.00 77759 FUJI PHOT0 FILM INC 211 PUCKETT'S FERRY RD SC GREENWOOD $165 $165.00 CUST. TOTAL...... 165 165.00 81021 FULCO CHEMICAL SPECIALTY KRAMER CHEMICALS INC NY JOHNSTOWN $1,792 $68 $72 $1,932.00 CUST. TOTAL...... 1,792 68 72 1,932.00
JOB-RCPMO5 FNR 5/02/93 CO-CODE: 0 AGED ACCOUNTS RECEIVABLE ENDING DATE 5/01/93 PAGE #52 S.C. CUST.# CUSTOMER ADDRESS ST. CITY 0-TO-30 31-TO-60 61-TO-90 OVER-90 TOTAL BAL.DUE 65009 FULLER SALES 1901 KIMBERLY PARK DRIVE GA DALTON $3,120 $3,804 $7,943 $4,977 $19,845.89 CUST. TOTAL ..... $3,120 $3,804 $7,943 $4,977 19,845.89 90220 FUTURE FOAM INC 400 N TENTH ST IA COUNCIL BLUFFS $41 $41.25 CUST. TOTAL ..... 41 41.25 90037 G A F CORPORATION 2400 EMOGENE ST AL MOBILE $260 $260.00 60429 G A F CORPORATION P O BOX 37 KY CALVERT CITY $110 $110.00 CUST. TOTAL ..... 260 110 370.00 87076 G F I P O BOX 777 MA SUDBURY $502 $502.00 CUST. TOTAL ..... 502 502.00 56706 G J CHEMICAL COMPANY 128 DOREMUS AVENUE NJ NEWARK $55 $55.00 CUST. TOTAL ..... 55 55.00 01225 G K TECHNOLGIES 6285 GARFIELD AVENUE MI CASS CITY $165 $165.00 CUST. TOTAL ..... 165 165.00 28240 G R FOAM PRODUCTS CORP 2060 NORTH BATAVIA STREE CA ORANGE $110 $110.00 CUST. TOTAL ..... 110 110.00 88922 G S ROBINS C/O PETROLEUM FUELS IL GRANITE CITY $392 $392.80 CUST. TOTAL ..... 392 392.80 76922 G S ROBINS & COMPANY C/O PETROLEUM FUELS IL GRANITE CITY $267 $267.50 04170 G S ROBINS & COMPANY 126 CHOUTEAU AVENUE MO SAINT LOUIS $571 $50 $3,202 $440 $4,263.70 CUST. TOTAL ..... 571 50 3,469 440 4,531.20 61056 G T S TRANS 4749 BENNETT DRIVE CA LIVERMORE $712 $712.50 CUST. TOTAL ..... 712 712.50 50606 G W SMITH & SONS 1700 SPALDING ROAD OH DAYTON $1,685 $120 $1,805.12 CUST. TOTAL ..... 1,685 120 1,805.12 83375 GABRIEL CHEMICALS INC P O BOX 691769 TX HOUSTON $23,801 $68 $55 $395 $24,320.73 CUST. TOTAL ..... 23,801 68 55 395 24,320.73 01137 GAGE PRODUCTS COMPANY 625 WANDA STREET MI FERNDALE $36 $36.00 CUST. TOTAL ..... 36 36.00 27801 GALLADE CHEMCIAL COMPANY 1230 EAST ST GERTRUDE PL CA SANTA ANA $238 $238.00 CUST. TOTAL ..... 238 238.00 11444 GANTRADE CORPORATION 210 SUMIT AVENUE NJ MONTVALE $330 $330.00 81114 GANTRADE CORPORATION 2700 POST OAK BLVD TX HOUSTON $13,867 $12,460 $26,328.10 CUST. TOTAL ..... 13,867 12,460 330 26,658.10 68520 GARDNER ASPHALT 1100 NANTICOKE AVE DE SEAFORD $1,682 $1,682.79 CUST. TOTAL ..... 1,682 1,682.79 20809 GARRETT OIL COMPANY 1 GREENWAY PLAZA TX HOUSTON $892 $892.34 CUST. TOTAL ..... 892 892.34
JOB-RCPMO5 FNR 5/02/93 CO-CODE: 0 AGED ACCOUNTS RECEIVABLE ENDING DATE 5/01/93 PAGE #53 S.C. CUST.# CUSTOMER ADDRESS ST. CITY 0-TO-30 31-TO-60 61-TO-90 OVER-90 TOTAL BAL.DUE 04931 GARRISON FUEL COMPANY 926 ROSLYN DRIVE PA BERWICK $183 $183.00 CUST. TOTAL ..... 183 183.00 10274 GARY CORP GETTO DRIVE MA LEOMINSTER $27 $27.50 CUST. TOTAL ..... 27 27.50 88163 GATEWAY ADDITIVES 5023 SOUTH MAIN STREET SC COWPENS $1,485 $1,485.00 CUST. TOTAL ..... 1,485 1,485.00 74770 GAYLORD CHEMICAL CORP P O BOX 1209 LA SLIDELL $2,559 $2,559.94 CUST. TOTAL ..... 2,559 2,559.94 58659 GAYLORD CONTAINER CORPOR P O BOX 1060 LA BOGALUSA $27 $27.50 CUST. TOTAL ..... 27 27.50 05457 GAYLORD CONTAINERS LIMIT P O BOX 10 CA ANTIOCH $27 $27.50 CUST. TOTAL ..... 27 27.50 83654 GE CANADA C/O KNOWLTON PACKAGING PO KNOWLTON $110- $100.00- CUST. TOTAL ..... $110- 100.00- 74842 GEBHARDT-VOGEL TANNNING C 2615 W GREVES STREET WI MILWAUKEE $695 $695.00 CUST. TOTAL ..... 695 695.00 50616 GEHRING MONTGOMERY INC 1425 ADAMS ROAD PA BENSALEM $702 $78 $781.28 CUST. TOTAL ..... 702 78 781.28 33820 GENCORP POLYMER PRODUCTS 165 SOUTH CLEVELAND AVE OH MOGADORE $1,609 $1,187- $51 $473.37 CUST. TOTAL ..... 1,609 1,187- 51 473.37 82545 GENECOR 1000 41ST STREET AVENUE IA CEDAR RAPIDS $6,791 $6,791.75 CUST. TOTAL ..... 6,791 6,791.75 55677 GENERAL CHEMCIAL CORP NICHOLS ROAD CA PITTSBURG $1,336 $836 $2,172.00 32710 GENERAL CHEMCIAL CORP 6300 PHILADELPHIA PIKE DE CLAYMONT $2,352 $2,592 $1,242 $6,709 $12,895.75 57006 GENERAL CHEMCIAL CORP 90 E HALSEY ROAD NJ PARISPPANY $471 $110 $3,677 $4,258.76 53253 GENERAL CHEMCIAL CORP P O BOX 2281 NJ RAHWAY $181,753 $2,246 $2,482 $5,912 $192,394.99 53948 GENERAL CHEMCIAL CORP P O BOX 16 NY SOLVAY $27 $27 $82 $137.50 16471 GENERAL CHEMCIAL CORP P O BOX 2000 DN AMHERSTBURG $1,059 $1,059.72 61414 GENERAL CHEMCIAL CORP PLANT STREET VA HOPEWELL $55 $55 $55 $165.00 CUST. TOTAL ..... 185,995 5,867 3,724 17,496 213,083.72 24573 GENERAL DYNAMICS CORP P O BOX 949 CT GROTON $1,373 $1,373.50 CUST. TOTAL ..... 1,373 1,373.50 82498 GENERAL ELECTRIC CANADA 1063 COPPERSTONE DRIVE ON PICKERING $4,232 $975 $810 $6,017.50 CUST. TOTAL ..... 4,232 975 810 6,017.50 69700 GENERAL ELECTRIC COMPANY P O BOX 061020 FL FORT MYERS $398,460 $20,107 $2,905 $14,666 $436,139.18 33200 GENERAL ELECTRIC COMPANY APPLIANCE PARK/AP5 - 137 KY LOUISVILLE $40,948 $29,971 $3,697 $74,616.48 33220 GENERAL ELECTRIC COMPANY P O BOX 2369 MA PITTSFIELD $770 $110 $27 $907.50 81274 GENERAL ELECTRIC COMPANY P O BOX 2359 MA PITTSFIELD $25,384 $5,458 $4,129 $3,935 $38,908.42
JOB-RCPMO5 FNR 5/02/93 CO-CODE: 0 AGED ACCOUNTS RECEIVABLE ENDING DATE 5/01/93 PAGE #54 S.C. CUST.# CUSTOMER ADDRESS ST. CITY 0-TO-30 31-TO-60 61-TO-90 OVER-90 TOTAL BAL.DUE 81275 GENERAL ELECTRIC COMPANY P O BOX 3209 MA PITTSFILED $2,845- $2,845.00- 81276 GENERAL ELECTRIC COMPANY P O BOX 2719 MA PITTSFILED $110,695 $9,936 $3,990 $21,541- $103,080.50 18099 GENERAL ELECTRIC COMPANY P O BOX 2188 NC HICKORY $3,608 $3,608.02 61800 GENERAL ELECTRIC COMPANY SILICONE PROD DEPT BLD 8 NY WATERFORD $90,893 $872 $220 $420 $92,405.75 88641 GENERAL ELECTRIC COMPANY 260 HUDSON RIVER RD BLDG NY WATERFORD $7,630 $7,630.00 32650 GENERAL ELECTRIC COMPANY 6325 HUNTLEY RD OH WORTHINTON $37 $25 $62.50 56044 GENERAL ELECTRIC COMPANY 5A FOUNDERS TX EL PASO $220- $220.00- 87970 GENERAL ELECTRIC COMPANY 1000 DUPONT RD WV MORGANTOWN $27,798 $13,924 $556 $42,279.48 10310 GENERAL ELECTRIC COMPANY INTERNATIONAL CENTER WV PAKERSBURG $2,185 $2,185.00 88395 GENERAL ELECTRIC COMPANY P O BOX 68 WV WASHINGTON $55 $55.00 CUST. TOTAL ..... $5556- 708,428 80,417 15,523 798,812.83 63080 GENERAL ELECTRIC PLASTIC 1 PLASTIC DRIVE AL BURKVILLE $2,262 $198 $1,763 $4,223.52 80171 GENERAL ELECTRIC PLASTIC P O BOX 061000 FL FORT MYERS $10,483 $540 $3,950 $14,973.97 10330 GENERAL ELECTRIC PLASTIC CANAL ROAD IL OTTAWA $27 $27 $180 $235.00 89819 GENERAL ELECTRIC PLASTIC 1 LEXAN LANE IN MOUNT VERNON $35,616 $24,770 $60,386.50 33320 GENERAL ELECTRIC PLASTIC ONE NORYL AVENUE NY SELKIRK $1,627 $1,807 $27 $55 $3,517.00 61610 GENERAL ELECTRIC PLASTIC P O BOX 68 WV WASHINGTON $7,109 $5,579 $1278- $552 $11,962.52 CUST. TOTAL ..... 711- 57,126 32,382 6,500 95,298.51 81072 GENERAL ELECTIRC SILICON P O BOX 61000 FL FORT MYERS $172,085 $3,554 $2,576 $178,215.50 88480 GENERAL ELECTIRC SILICON P O BOX 61000 FL FORT MYERS $10,946 $10,946.00 CUST. TOTAL ..... 172,085 10,946 3,554 2,576 189,161.50 80606 GENERAL & FABRIC P O BOX 658 GA SOPERTON $1,829 $1,829.07 CUST. TOTAL ..... 1,829 1,829.07 14240 GENERAL FOAM CORPORATION 13 MANOR ROAD NJ E RUTHERFORD $55 $55.00 03211 GENERAL FOAM CORPORATION VALMONT INDUSTRIAL PARK PA HAZLETON $82 $110 $123 $316.25 CUST. TOTAL ..... 137 110 123 371.25 72532 GENERAL FORWARDING 5801 E 14TH ST TX BROWNSVILLE $3,400 $3,400.00 CUST. TOTAL ..... 3,400 3,400.00 10945 GENERAL LATEX & CHEMCIAL 11266 JERSEY BLVD CA CUCAMONGA $2,690 $2,690.00 33500 GENERAL LATEX & CHEMCIAL P O BOX 498 OH ASHLAND $270 $270.00 CUST. TOTAL ..... 2,960 2,960.00 89088 GENERAL LATEX AND CHEMIC COLEMAN N E KS WICITA $27 $27.50 CUST. TOTAL ..... 27 27.50 88028 GENERAL MOTORS INLAND DIVISION/ TRAFFIC OH DALTON $1,000 $1,000 $1,000 $3,000.00 CUST. TOTAL ..... 1,000 1,000 1,000 3,000.00 28039 GENERAL MOTORS CORP CENTRAL FLOUNDRY DIVISIO IL TILTON $4,916 $2,261 $7,117.25 67186 GENERAL MOTORS CORP CENTRAL FLOUNDRY DIV IN BEDFORD $652 $1,354 $702 $2,708.00 06342 GENERAL MOTORS CORP 1450 EAST BEECHER ROAD MI ADRIAN $247 $247.00 72449 GENERAL MOTORS CORP P O BOX 195055 MI BURTON $2,337 $4,923 $779 $8,039.00 79271 GENERAL MOTORS CORP DELCO ELECTRONICS - PLANT MI BURTON $82- $82.50- 02931 GENERAL MOTORS CORP G2238 WEST BRITOL ROAD MI FLINT $23- $23.00- 03229 GENERAL MOTORS CORP 16 JUDSON STREET 1605-0 MI PONTIAC $578- $578.80- 85751 GENERAL MOTORS CORP P O BOX 436040 MI PONTIAC $125 $275 $150 $550.00
JOB-RCPM05 FNR 5/02/93 CO-CODE: O AGED ACCOUNTS RECEIVABLE ENDING DATE 5/01/93 PAGE #55 S.C.CUST# CUSTOMER ADDRESS ST. CITY 0-TO-30 31-TO-60 61-TO-90 OVER-90 TOTAL BAL-DUE 05053 GENERAL MOTORS CORP PO BOX 5073 MI SAGINAW $65- $65.00- 09505 GENERAL MOTORS CORP 1629 N WASHINGTON AVE MI SAGINAW $550 $55 $302 $907.50 76888 GENERAL MOTORS CORP PO BOX 5073 C/O TV5 BLD MI SAGINAW $952 $952.50 86710 GENERAL MOTORS CORP PO BOX 5156 MI SOUTHFIELD $1,203 $2,407 $3,256 $6,867.00 89363 GENERAL MOTORS CORP NORTH AMERICAN OPERATION MI WARREN $12,447 $2,260 $14,707.50 08582 GENERAL MOTORS CORP PO BOX 972 NY BUFFALO $255 $255 $510.00 37530 GENERAL MOTORS CORP 200 UPPER MOUNTAIN RD NY LOCKPORT $50 $50.00 41130 GENERAL MOTORS CORP PO BOX 1042 OH DAYTON $4,925 $328 $5,253.50 57252 GENERAL MOTORS CORP STATE ROUTE 281 E OH DEFIANCE $250 $250.00 07573 GENERAL MOTORS CORP 2601 WEST STROOP ROAD OH MORAINE $27 $27.50 76648 GENERAL MOTORS CORP 1908 COLONEL SAM DRIVE ON OSHAWA $467 $275 $632 $3,533 $4,908.75 CUST. TOTAL.... $17,412 $21,990 $4,002 $9,001 52,406.70 58065 GENERAL MOTORS CORP/FISH 2915 PENDLETON AVE IN ANDERSON $398 $398.75 CUST. TOTAL.... 398 398.47 22944 GENERAL SPICE 238 NICOLAS AVENUE NJ S PLAINFIELD $1,145 $1,114 $2,260.47 CUST. TOTAL.... 1,145 1,114 2,260.47 64492 GENERAL TIRE PO BOX 190 GA BARNESVILLE $75 $75.00 CUST. TOTAL.... 75 75.00 08233 GENERAL TIRE & RUBBER CO PO BOX 7001 NC CHARLOTTE $382 $147 $529.50 37430 GENERAL TIRE & RUBBER CO PO BOX 2032 TX ODESSA $55 $55.00- CUST. TOTAL.... 382 147 55 474.50 87869 GENESCO INC WHITEHALL LEATHER CO MI WHITEHALL $137 $137.50 CUST. TOTAL.... 137 137.50 28588 GENLABS 5568 SCHAEFER CA CHINO $161 $161.00 CUST. TOTAL.... 161 161.00 70914 GENOVESE INDUSTRIES 70 DAVENPORT STREET CT STAMFORD $200 $200.00 CUST. TOTAL.... 200 200.00 80448 GEOBASE FOUNDATION SYSTE BOX 3330 MD CROFTON $260 $260.00 CUST. TOTAL.... 260 260.00 34020 GEORGE A GOULSTON CO 700 N JOHNSON ST NC MONROE $10,527 $172 $320 $426 $11,446.20 CUST. TOTAL.... 10,527 172 320 426 11,446.20 25323 GEORGE S COYNE 3015 STATE ROAD PA CROYDON $1,127 $1,127.50 CUST. TOTAL.... 1,127 1,127.50 33950 GEORGIA GULF CORP PO BOX 629 LA PLAQUEMINE $39 $110 $149.00 28624 GEORGIA GULF CORP PO BOX 1959 TX PASADENA $280 $280.00 CUST. TOTAL.... 319 110 $429.00 80192 GEORGIA PACIFIC CORP PO BOX 496 AR ASHDOWN $137 $137.50 06032 GEORGIA PACIFIC CORP 2163 NORTH STATE STREET CA UKIAH $6,708 $6,708.95 14619 GEORGIA PACIFIC CORP STATE RT 216 FL PALATKA $55 $55 $110.00 07064 GEORGIA PACIFIC CORP PO BOX 4188 GA PORT WENTWORTH $392 $392.00
JOB-RCPM05 FNR 5/02/93 CO-CODE: O AGED ACCOUNTS RECEIVABLE ENDING DATE 5/01/93 PAGE #56 S.C.CUST# CUSTOMER ADDRESS ST. CITY 0-TO-30 31-TO-60 61-TO-90 OVER-90 TOTAL BAL-DUE 53728 GEORGIA PACIFIC CORP 2425 KINGS HWY MI KALAMAZOO $957 $945 $1,902.00 27396 GEORGIA PACIFIC CORP PO BOX 608 MS MONTICELLO $27 $27.50 82346 GEORGIA PACIFIC CORP HWY 29 N MS NEW AUGUSTA $92 $82.50 34140 GEORGIA PACIFIC CORP BOX 368/CHEMICAL DIV NC CONWAY $120 $60 $180.00 89466 GEORGIA PACIFIC CORP PLYWOOD PLANT NC DUDLEY $50 $50.00 82960 GEORGIA PACIFIC CORP 415 BROADWAY NY BUCHANAN $22 $46 $84 $152.00 07509 GEORGIA PACIFIC CORP C/O CHEMICAL LEAMAN TANK OH COLUMBUS $10,752 $600- $4- $10,148.50 34220 GEORGIA PACIFIC CORP CHEMICAL DIV/PO BOX 147 SC RUSSELVILLE $7,437 $700 $8,137.75 89866 GEORGIA PACIFIC CORP OLD DIKE ROAD SC RUSSELVILLE $535 $535.96 81052 GEORGIA PACIFIC CORP WISCONSIN OPERATIONS WI NEKOOSA $3,256 $3,256.40 CUST. TOTAL... 30,462 518- 96 1,780 31,821.06 87898 GEORGIA POWER PO BOX 4545 GA ATLANTA $577 $577.00 CUST. TOTAL... 577 577.00 90172 GEORGIA POWER CO PLANT WANSLEY GA ROOPVILLE $685 685.50 CUST. TOTAL... 685 685.00 34090 GEORGIA POWER COMPANY PO BOX 121 GA COOSA $500 $500.00 34100 GEORGIA POWER COMPANY PO BOX 990 GA MILLEDGEVILLE $1,291 $1,291.36 34110 GEORGIA POWER COMPANY PO BOX 71 GA TAYLORSVILLE $2,614 $1,028 $3,642.17 CUST. TOTAL... 3,905 1,528 5,433.53 90137 GERAGHTY & MILLER 841 2ND STREET SE DC WASHINGTON $2,356 $2,356.72 CUST. TOTAL... 2,356 2,356.72 54968 GIANT REFINING COMPANY RT 3 NM GALLUP $228 $228.00 CUST. TOTAL... 228 228.00 87906 GIBBS DYE CASTING 369 COMMUNITY DRIVE KY HENDERSON $27 $27.50 CUST. TOTAL... 27 27.50 10585 GIBRALTAR CHEMICAL RESOU PO BOX 248 TX WINONA $2,916 $4,290 $600 $4,555 $12,361.25 CUST. TOTAL... 2,916 4,290 600 4,555 12,361.25 16420 GIBSON & HOMANS 1755 ENTERPRISE PARKWAY OH TWINSBURG $550 $550.00 CUST. TOTAL... 550 550.00 84734 GILARDI ENVIRONMENTAL 1035 REEVES STREET PA DUNMORE $4,420 $4,420.00 CUST. TOTAL... 4,420 4,420.00 34130 GILLETTE COMPANY 30 BURTT ROAD MA ANDOVER $55 $27 $275 $357.50 CUST. TOTAL... 55 27 275 357.50 34260 GIVAUDAN CORPORATION 100 DELAWANNA AVE NJ CLIFTON $52 $26 $78.52 CUST. TOTAL... 52 26 28.52 56962 GLASTIC CORPORATION 4321 GLENRIDGE RD OH CLEVELAND $1,081 $4,650 $5,732.60 04968 GLASTIC CORPORATION 400 EAST ERIE STREET OH JEFFERSON $780 $780 $161 $1,721.00 CUST. TOTAL... 1,861 5,430 161 7,453.60 87297 GLAXO PO BOX 13358 NC RES TRIANGLE P $1,410 $1,410.40 CUST. TOTAL... 1,410 1,410.40
JOB-RCPM05 FNR 5/02/93 CO-CODE: O AGED ACCOUNTS RECEIVABLE ENDING DATE 5/01/93 PAGE #57 S.C.CUST# CUSTOMER ADDRESS ST. CITY 0-TO-30 31-TO-60 61-TO-90 OVER-90 TOTAL BAL-DUE 34870 GLIDDEN COMPANY PO BOX 19627 GA ATLANTA $1,649 $150 $1,799.25 04457 GLIDDEN COMPANY 6906 DIXIE ST GA COLUMBUS $387 $387.50 08860 GLIDDEN COMPANY WEST WHITE ROAD GA OAKWOOD $1,487 $1,487.00 34450 GLIDDEN COMPANY 300 SPOWL ROAD OH HURON $1,494 $1,714 $55 $3,264.34 80236 GLIDDEN COMPANY 801 CANTERBURY ROAD OH WESTLAKE $4,181 $4,181.35 34440 GLIDDEN COMPANY PO BOX 15049 PA READING $6,894 $82 $112 $7,089.25 CUST TOTAL... 11,524 2,184 4,236 262 18,208.69 24911 GLOBAL PLASTICS CORP 20 MOHAWK DRIVE MA LEOMINSTER $27 $27.50 CUST TOTAL... 27 27.50 57063 GLOBE MANUFACTURING CO 456 BEDFORD STREET MA FALL RVR $52 $52.00 CUST TOTAL... 52 52.00 72518 GLOBE VEDAG 380 TANK STREET ON PETROLIA $4,055 $811 $770 $5,636.76 CUST TOTAL... 4,055 811 770 5,636.76 01663 GLOUCESTER COMPANY 235 COTTAGE STREET MA FRANKLIN $137 $137.50 CUST TOTAL... 137 137.50 79621 GNB BATTERIES INC 1800 VALLEY VIEW LANE TX DALLAS $165 165.00 CUST TOTAL... 165 165.00 62238 GOLD BOND BLDG PRODUCTS 2301 S NEWKIRK STREET MD BALTIMORE $168 $168.00 84389 GOLD BOND BLDG PRODUCTS 1818 RIVER ROAD NJ BURLINGTON $144 $144.00 83878 GOLD BOND BLDG PRODUCTS PO BOX 400 NY E GREENBUSH $765 $765.00 04692 GOLD BOND BLDG PRODUCTS OLD RT15 NEAR INTERSTATE PA NEW COLUMBIA $3,498 $2,626 $6,125.17 CUST TOTAL... 3,498 3,703 7,202.17 85934 GOLD BOND BUILDING PRODU PO BOX 1888 CA LONG BEACH $82 $82.50 CUST TOTAL... 82 82.50 65263 GOLD KIST INC PO BOX 495 GA ROYSTON $250 $250.00 CUST TOTAL... 250 250.00 20412 GOLDSCHMIDT CHEMICAL 920 RANDOLPH ROAD VA HOPEWELL $1,873 $82 $55 $2,011.03 CUST TOTAL... 1,873 82 55 2,011.03 72872 GOODYEAR CANADA INC 45 RAYNES AVE/BOX 61 ON BOWMANVILLE $55 $156 $211.00 68338 GOODYEAR CANADA INC 2600 LAMGLOIF BLVD PQ VALLEYFIELD $27 $55 $55- 27.50 CUST TOTAL... 27 55 55 101 238.50 00472 GOODYEAR TIRE & RUBBER C 922 EAST MEIGHAN BLVD AL GADSDEN $1,256 $220 $182 $2,081- $422.02- 36540 GOODYEAR TIRE & RUBBER C 1601 HIGHWAY 41 S W GA CALHOUN $423 $60 $483.00 35160 GOODYEAR TIRE & RUBBER C 5408 BAKER AVENUE NY NIAGARA FALLS $2,562 $1,024 $320- $3,266.80 35200 GOODYEAR TIRE & RUBBER C PO BOX 1709 OH AKRON $13,544 $1,829 $4,568 $6,099 $26,043.39 69543 GOODYEAR TIRE & RUBBER C 1376 TECH WAY DR OH AKRON $4,082 $2,720 $2,720 $1,360 $10,883.85 02343 GOODYEAR TIRE & RUBBER C 1689 EAST FRONT STREET OH LOGAN $55 $27 $467 $550.00 35630 GOODYEAR TIRE & RUBBER C PO BOX 26003 TX BEAUMONT $1,650 $971 $2,622.48 35440 GOODYEAR TIRE & RUBBER C PO BOX 5397 TX HOUSTON $2,891 $2,891.16 21599 GOODYEAR TIRE & RUBBER C 1435 GOODYEAR BLVD VA DANVILLE $1,835 $1,835.82 CUST TOTAL... 26,042 6,246 7,471 8,393 48,154.48
JOB-RCPM05 FNR 5/02/93 CO-CODE: O AGED ACCOUNTS RECEIVABLE ENDING DATE 5/01/93 PAGE #58 S.C.CUST# CUSTOMER ADDRESS ST. CITY 0-TO-30 31-TO-60 61-TO-90 OVER-90 TOTAL BAL-DUE 09716 GODMAN BROTHERS 18 DIVISTON PALCE NY BROOKLYN $472 $472.00 CUST. TOTAL... 472 $472.00 65600 GOULD INC 5045 NORTH STATE STREET OH MCCONNELSVILLE $27 $27.50 CUSTOM. TOTAL... 27 27.50 12306 GPM GAS CORPORATION 8015 DIXON DRIVE KY FLORENCE $192 $192.00 64050 GPM GAS CORPORATION P O BOX 792 TX PASEDENA $1,350 $1,350.00 CUST. TOTAL... 1,350 192 $1,542.00 88129 GRAHAM INSULATION 551 HARBOR DRIVE ON ERIN $64 $32 $128 $224.70 CUST. TOTAL... 64 32 128 224.70 C 77712 GRAHAM PRODUCTS LTD MAPLE AVE ON INGLEWOOD $1,475 $1,475.00 CUST. TOTAL... 1,475 1,475.00 75018 GRANITE CITY WASTE WATER NIEDRING HAUS AVE & HWY IL GRANITE CITY $250 $250.00 CUST. TOTAL... 250 250.00 35450 GRANT CHEMICAL COMPANY PO BOX 263 LA BATON ROUGE $440 $166 $606.00 10272 GRANT CHEMICAL COMPANY PO BOX 360 NJ ELMWOOD PARK $55 $55.00 CUST. TOTAL... 495 166 661.00 11118 GREAT DANE INCORPORATED IN BRAZIL $55 $55.00 54276 GREAT DANE INCORPORATED 1200 CENTENIAL ROAD NE WAYNE $55 $27 $82.50 CUST. TOTAL... 55 55 27 137.50 26414 GREAT LAKES CHEMICAL 380 CHEMWOOD DRIVE TN NEWPORT $27 $27.50 64471 GREAT LAKES CHEMICAL CO 13074 ZACHARY CA MCFARLAND $4,476 $105- $2,486 $6,858.75 73897 GREAT LAKES CHEMICAL COR SOUTH PLANT - HWY 167 S AR EL DORADO $4,383 $4,383.78 CUST. TOTAL... 8,888 105- 2,486 11,270.03 11980 GREAT WESTERN CARPET CO 2060 NORTH BATAVIA ST CA ORANGE $27 $45 $72.50 CUST. TOTAL... 27 45 72.50 56625 GREAT WESTERN CHEMICAL C 3451 UNICORN #200 CA BAKERSFIELD $636 $636.59 02276 GREAT WESTERN CHEMICAL C 860 WHARF STREET CA RICHMOND $749 $27 $776.50 59581 GREAT WESTERN CHEMICAL C 520 ZEPHYR STREET CA STOCKTON $334 $334.10 CUST. TOTAL... 361 1,747.19 15129 CREENWALD INDUSTRIAL PRO 2507 51ST AVENUE MD HYATTSVILLE $80 $80.00 CUST. TOTAL... 80 80.00 90000 GREGORY RYAN INC 725 KEYSTONE DRIVE AL CLANTON $27 $27.50 CUST. TOTAL... 27 27.50 88605 GRINNELL CORPORATION 1411 LANCASTER AVE PA COLUMBIA $1,100 $1,100.88 CUST. TOTAL... 1,100 1,100.88 58094 GROW GROUP INC 101 LOUISVILLE AIR PARK KY LOUISVILLE $412 $412.50 69079 GROW GROUP INC 1354 OLD POST RD MD HAVRE DE CRACE $192 $192.50 CUST. TOTAL... 192 412 605.00
JOB-RCPM05 FNR 5/02/93 CO-CODE: O AGED ACCOUNTS RECEIVABLE ENDING DATE 5/01/93 PAGE #59 S.C.CUST# CUSTOMER ADDRESS ST. CITY 0-TO-30 31-TO-60 61-TO-90 OVER-90 TOTAL BAL-DUE 74521 GUARDSMAN PRODUCTS INC 145 DIVIDEND ROAD CT ROCKY HILL $1,538 $150 $189 $2,032 $3,909.50 03946 GUARDSMAN PRODUCTS INC 1350 STEEL STREET MI GRAND RAPIDS $1,721 $225 $1,946.09 CUST. TOTAL... 3,259 150 189 2,257 5,855.59 64216 GUELPH PRODUCTS 500 LAIRD RD ON GUELPH $1,959 $1,766 $1,766 $5,492.30 CUST. TOTAL... 1,959 1,766 1,766 5,492.30 85573 GULF COAST SPECIALTY PRO FRANK PETTEWAY, B 1705 TX FREEPORT $185 $185.00 CUST. TOTAL 185 185.00 80524 GULF OIL-CUMBERLAND FARM 777 DEDHAM STREET MA CANTON $1,051 $1,051.00 52908 GULF OIL-CUMBERLAND FARM 165 FLANDERS ROAD MA WESTBORO $90 $90.10 CUST. TOTAL 1,051 90 1,141.10 58093 H B FULLER COMPANY PO BOX 1456 CA TULARE $556 $556.00 52149 H B FULLER COMPANY 12110 HARLAND DR GA COVINGTON $200 $200.00 01796 H B FULLER COMPANY 40 HAYES MEMORIAL DRIVE MA MARLBOROUGH $1,839 $1,839.50 76926 H B FULLER COMPANY 3530 LEXINGTON AVE N MN SAINT PAUL $791 $791.00 36265 H B FULLER COMPANY 3005 HOLTS CHAPEL ROAD NC GREENSBORO $6,508 $7,758 $8,963 $1,450- $21,779.35 83223 H B FULLER COMPANY 59 BRUNSWICK AVE NJ EDISON $1,316 $1,450 $2,766.35 18003 H B FULLER COMPANY 880 RANGEVIEW ROAD ON MISSISSAUGA $192 $192.50 13512 H B FULLER COMPANY PO BOX 7096 TN MEMPHIS $1,441 $925 $975 $3,341.75 CUST. TOTAL... 9,297 9,999 13,227 1,057- 31,466.10 58762 H C HYDROCARBONS INC PO BOX 215 TX MANVEL $40 $40.00 CUST. TOTAL... 40 40.00 C 86736 H C I GEORGIA 11 PIEDMONT CENTER GA ATLANTA $17,992 $34 $18,026.56 CUST. TOTAL... 17,992 34 18,026.56 80833 H H & K BURG DIL 836 BROADWAY NY ELMIRA $1,067 $1,067.11 CUST. TOTAL... 1,067 1,067.11 10797 H HELLER COMPANY 707 WESTCHESTER AVENUE NY WHITE PLAINS $679 $679.50 86274 H HELLER COMPANY 5025 ORBITOR DRIVE ON MISSISSAUGA $6,223 $6,223.45 CUST. TOTAL... 6,902 6,902.95 63168 H L BLACHFORD INC 1400 W NUCLEAR DRIVE IL W CHICAGO $82 $82.50 CUST. TOTAL 82 82.5 36250 H R SIMON & COMPANY 3515 MARMENCO COURT MO BALTIMORE $27 $27.50 CUST. TOTAL... 27 27.50 89495 HAARMAN AND REIMER, S.A. AV REP MEXICANA #200 MX DE LOS GARZA N $3,133 $2,933 $6,066.00 CUST. TOTAL... 3,133 2,933 6,066.00 52370 HAARMANN & REIMER CORP 1000 RANDOLPH ST IN ELKHARD $55 $55.00 89603 HAARMANN & REIMER CORP SPRING ST AT WATERFRONT MN DULUTH $467 $467.50 66498 HAARMANN & REIMER CORP 70 DIAMOND RD NJ SPRINGFIELD $4,118 $4,118.00 CUST. TOTAL... 4,585 55 4,640.50 67121 HACKENSACK WATER COMPANY LAKE SHORE DRIVE NJ HAWORTH $18,302 $52,645 $70,947.60 CUST. TOTAL... 18,302 52,645 70,947.60
JOB-RCPM05 FNR 5/02/93 CO-CODE: O AGED ACCOUNTS RECEIVABLE ENDING DATE 5/01/93 PAGE #60 S.C.CUST# CUSTOMER ADDRESS ST. CITY 0-TO-30 31-TO-60 61-TO-90 OVER-90 TOTAL BAL-DUE 39590 HALL CHEMICAL COMPANY PO BOX 200 OH WICKLIFFE $225 $225.00 CUST. TOTAL... 225 225.00 25325 HALLIBURTON IND SERVICES PO BOX 297 OK DUNCAN $105 $105.00 CUST. TOTAL... 105 105.00 80454 HALLTOWN PAPERBOARD CO I BOX 10 WV HALLTOWN $1,225 $1,225.00 CUST. TOTAL... 1,225 1,225.00 03813 HALTERMANN INCORPORATED 16717 JACINTOPORT BLVD TX HOUSTON $27 $27.50 CUST. TOTAL... 27 27.50 75622 HAMILTON STANDARD 1 HAMILTON RD CT WINDSOR LOCKS $26 $26.00 CUST. TOTAL... 26 26.00 36880 HAMPDEN-MATHIEU CORP PO BOX 558 MA SPRINGFIELD $210 $131 $2,053 $2,394.53 CUST. TOTAL... 210 131 2,053 2,394.53 11724 HAMPSHIRE CHEMICAL 5525 US 60 EAST KY OWENSBORO $412 $412.50 CUST. TOTAL... 412 412.50 22440 HAMPSHIRE CHEMICAL CORP 2 EAST SPITBROOD RD NH HASHUA $6,114 $6,114.00 89585 HAMPSHIRE CHEMICAL CORP NY WATELOO $2,175 $2,175.00 CUST. TOTAL... 2,175 6,114 8,289.00 04084 HANGSTERFERS LABS INC OGDEN ROAD NJ MANTUA $275 $137 $605 $1,017.50 CUST. TOTAL... 275 137 605 1,017.50 78328 HANLIN CHEMICALS ONE CHASE CENTER NJ RAHWAY $10,386 $10,386.90 75900 HANLIN CHEMICALS PO DRAWER J WV MOUNDSVILLE $65,458 $65,458.42 83049 HANLIN CHEMICALS PO DRAWER J WV MOUNDSVILLE $13,095 $13,095.74 CUST. TOTAL... 88,941 88,941.06 85958 HAPAG-LLOYD CONTAINER LI 201 ST CHARLES ST LA NEW ORLEANS $2,180 $2,180.00 71570 HAPAG-LLOYD CONTAINER LI C/O MAHER TERMINAL NJ ELIZABETH $7,044 $2,013 $918 $9,976.84 67915 HAPAG-LLOYD CONTAINER LI 325 CHESTNUT STREET PA PHILADELPHIA $7,750 $22,422 $2,621 $32,794.51 59100 HAPAG-LLOYD CONTAINER LI 2855 MANQUM ROAD SUIT 4 TX HOUSTON $736 $1,824 $7,933 $10,493.01 CUST. TOTAL... 15,530 24,436 5,364 10,113 55,444.36 71756 HARBINGER RIVER STREET GA CALHOUN $318 $318.00 CUST. TOTAL... 318 318.00 73648 HARBISON WALKER REF CO OH WINDHAM $484 $484.00 CUST. TOTAL... 484 484.00 65681 HARCROS CHEMICAL INC 2675 CUMBERLAND PARKWAY GA ATLANTA $1,014- $1,014.73- 82190 HARCROS CHEMICAL INC 5200 SPEAKER ROAD KS KANSAS CITY $27 $82 $758 $868.35 00109 HARCROS CHEMICAL INC 4330 GERALDINE AVENUE MO SAINT LOUIS $9,040 $55 $326 $146 $9,567.75 76317 HARCROS CHEMICAL INC ROUTE 3 - PO BOX 340 NH MERRIMACK $1,383 $50 $1,433.50 76981 HARCROS CHEMICAL INC 6 LONG ISLAND AVE NY HOLTSVILLE $137 $137.50 82450 HARCROS CHEMICAL INC PO BOX 13007 TN MEMPHIS $670 $294 $964.80 CUST. TOTAL... 11,122 187 326 321 11,957.17
JOB-RCPMO5 FNR 5/02/93 CO-CODE 0 A G E D A C C O U N T S R E C E I V A B L E ENDING-DATE 5/01/93 PAGE# 61 S.C. CUST.# CUSTOMER ADDRESS ST. CITY 0-TO-30 31-TO-60 61-TO-90 OVER-90 TOTAL BAL-DUE 87637 HARCROS PIGMENTS INC 11 EXECUTIVE DRIVE IL FAIRVIEW HEIGH $3,500 $489 $3,989.60 CUST TOTAL... 3,500 489 3,989.60 88634 HARCROSS CHEMICALS INC 2040 W RIVER ST IA DAVENPORT $1,795 $1,795.20 CUST TOTAL... 1,795 1,795.20 79369 HARCROSS PIGMENTS INC 1525 WOOD AVE PA EASTON $82 $82.50 CUST TOTAL... 82 82.50 82499 HARDWICK CHEMICAL CO 2114 LARRY JEFFERS RD SC ELGIN $27 $27.50 CUST TOTAL... 27 27.50 09162 HARRIS CORPORATION PALM BAY ROAD FL PALM BAY $2,570 $2,570 $5,140.44 CUST TOTAL... 2,570 2,570 5,140.44 59242 HARRISON RADIATOR 200 UPPER MOUNTAIN RD NY LOCKPORT $27 $55 $82.50 CUST TOTAL... 27 55 82.50 37860 HARWICK CHEMICAL CO 60 SO SEIBERLING ST OH AKRON $3,887 $3,887.00 CUST TOTAL... 3,887 3,887.00 06772 HATCO CHEMICAL CORP KING GEORGE POST RAOD NJ FORDS $27 $27.50 CUST TOTAL... 27 27.50 86847 HAYES DANA 500 JAMES ST SOUTH ON ST MARYS $55 $55.00 CUST TOTAL... 55 55.00 05264 HAYWOOD COMPANY 751 DUPREE STREET TN BROWNSVILLE $1,728 $1,728.00 CUST TOTAL... 1,728 1,728.00 88470 HCI CHEMTECH DIST INC 8301 BIRMINGHAM ROAD MO KANSAS CITY $110 $110.00 CUST TOTAL... 110 110.00 05727 HEDWIN CORPORATION 1600 ROLAND HEIGHTS AVE MD BALTIMORE $1,622 $96 $76 $633 $2,427.00 CUST TOTAL... 1,622 96 76 633 2,427.00 38180 HEICO INC P O BOX 160 PA DELAWARE WTR G $953 $953.58 CUST TOTAL... 953 953.58 00827 HELENA CHEMICAL COMPANY P O BOX 2338 AR W HELENA $82 $82.50 CUST TOTAL... 82 82.50 62503 HELENE CURTIS INDUSTRIES 19161 EAST WALNUT CA CITY OF INDUST $165 $55 $220.00 12928 HELENE CURTIS INDUSTRIES 4401 WEST NORTH AVENUE IL CHICAGO $1,903 $1,903 $1,873 $5,679.00 CUST TOTAL... 2,068 55 1,903 1,873 5,899.00 21646 HEMLOCK SEMICONDUCTOR 12334 GEDDES ROAD MI HEMLOCK $515 $2,491 $3,006.00 CUST TOTAL... 515 2,491 3,006.00 05156 HEMPT BROTHERS 205 CREEK ROAD PA CAMP HILL ,CU $1,142 $1,142.73 07001 HEMPT BROTHERS HUMMEL AVENUE PA LEMOYNE $293 $293.53 CUST TOTAL... 1,436 1,436.26
JOB-RCPMO5 FNR 5/02/93 CO-CODE 0 A G E D A C C O U N T S R E C E I V A B L E ENDING-DATE 5/01/93 PAGE# 62 S.C. CUST.# CUSTOMER ADDRESS ST. CITY 0-TO-30 31-TO-60 61-TO-90 OVER-90 TOTAL BAL-DUE 85763 HENDRICK MILES 100 MAIN STREET TX PRESIDIO $82 $82.50 CUST TOTAL... 82 82.50 83660 HENKEL ADHESIVES 1345 GASKET DR IL ELGIN $137 $137.50 CUST TOTAL... 137 137.50 62762 HENKEL ADHESIVES CORPORA 2532 COMMERCE PLACE GA TUCKER $2,448 $80 $2,528.81 CUST TOTAL... 2,448 80 2,528.81 78534 HENKEL CANADA LTD 2290 ARGENTINA RD ON MISSISSAUGA $2,244 $2,244.42 78538 HENKEL CANADA LTD 165 REXDALE BLVD ON REXDALE $21 $64 $85.60 CUST TOTAL... 21 2,308 2,330.02 65224 HENKEL CORP 1140 HARBOR WAY SOUTH CA RICHMOND $27 $27.50 22580 HENKEL CORP P O BOX 1047 GA CEDARTOWN $21,303 $7,852 $455 $6,687 $36,298.35 06983 HENKEL CORP P O BOX 191 IL KANKAKEE $957 $22 $979.90 84175 HENKEL CORP C/O CAMCO KY FLORENCE $55 $55.00 27443 HENKEL CORP P O BOX 411729 NC CHARLOTTE $55 $55.00 64033 HENKEL CORP P O BOX 7044 NC CHARLOTTE $3,025 $55 $3,080.50 22620 HENKEL CORP FIRST & ESSEX STS NJ HARRISON $275 $55 $412 $742.50 77370 HENKEL CORP 1301 JEFFERSON ST NJ HOBOKEN $27 $27 $98- $43.00- 74736 HENKEL CORP P O BOX 1259 NJ SOMERVILLE $4,006 $4,006.60 02854 HENKEL CORP 4900 ESTE AVENUE OH CINCINNNATI $270 $270.50 27450 HENKEL CORP P O BOX 429557/EMERY GROU OH CINCINNNATI $3,050 $685 $3,735.82 58024 HENKEL CORP P O BOX 818019 OH CLEVELAND $90,803 $17,053 $175 $666- $107,365.44 50176 HENKEL CORP 300 BROOKSIDE AVENUE PA AMBLER $1,484 $75 $959 $2,518.00 14019 HENKEL CORP P O BOX 818019 PA CASTANEA $2,259 $375 $2,634.50 83300 HENKEL CORP P O BOX 628 SC MAULDIN $9,341 $110 $27 $9,479.25 CUST TOTAL... 136,584 25,367 787 8,466 171,205.86 04725 HENKEL CORPORATION 25817 CLAWITER ROAD CA HAYWARD $3,153 $3,153.60 CUST TOTAL... 3,153 3,153.60 38530 HERCULES CANADA INC P O BOX 100 ON BURLINGTON $4,350 $1,903 $6,253.96 25805 HERCULES CANADA INC 4 ROBERT SPECK PARKWAY ON MISSISSAUGA $80 $80.00 CUST TOTAL... 4,350 1,903 80 6,333.96 14696 HERCULES FIBERS ALCOVEY ROAD GA COVINGTON $1,028 $1,028.00 CUST TOTAL... 1,028 1,028.00 89468 HERCULES INCORPORATED C/O CHEMICAL LEAMAN TANK CT BRANFORD $58,454 $2,352 $455 $1,014 $62,276.37 22328 HERCULES INCORPORATED MIDDLETON INDUSTRIAL PAR DE MIDDLETOWN $1,876 $1,876.50 38460 HERCULES INCORPORATED 13TH & MARKET STREETS DE WILMINGTON $2,291 $24 $71 $2,048 $4,434.50 83313 HERCULES INCORPORATED 3RD FLOOR DE WILMINGTON $319 $319.80 38360 HERCULES INCORPORATED COOK ST GA BRUNSWICK $7,656 $7,656.50 38400 HERCULES INCORPORATED P O BOX 2249 GA SAVANNAH $2,621 $687 $3,309.00 38550 HERCULES INCORPORATED 1111 GRATTAN STREET MA CHICOPEE $405 $247 $1,175 $1,827.50 16884 HERCULES INCORPORATED P O BOX 1027 MI KALAMAZOO $7,713 $640 $8,353.50 38560 HERCULES INCORPORATED P O DRAWER 1937 MS HATTIESBURG $8,453 $8,453.00 38490 HERCULES INCORPORATED L NECK RD NJ BURLINGTON $4,551- $4,551.68- 83198 HERCULES INCORPORATED 50 NORTH MARKET STREET NJ GIBBSTOWN $19,395 $352 $19,748.00 38510 HERCULES INCORPORATED MOUNT ARLINGTON GATE NJ KENVIL $10,950 $2,750 $165 $13,865.00
JOB-RCPMO5 FNR 5/02/93 CO-CODE 0 A G E D A C C O U N T S R E C E I V A B L E ENDING-DATE 5/01/93 PAGE# 63 S.C. CUST.# CUSTOMER ADDRESS ST. CITY 0-TO-30 31-TO-60 61-TO-90 OVER-90 TOTAL BAL-DUE 37805 HERCULES INCORPORATED RT 837 & MADISON AVENUE PA W ELIZABETH $3,741 $1,189 $3,741.50 38480 HERCULES INCORPORATED P O BOX 656 VA FRANKLIN $23,047 $6,420 $30,657.92 07224 HERCULES INCORPORATED CALLER SERVICE I VA RADFORD $2,268 $2,268.50 CUST TOTAL... 148,874 13,227 938 1,196 164,235.91 75633 HERITAGE ENVIRONMENTAL 4132 POMPANO ROAD NC CHARLOTTE $400 $400.00 CUST TOTAL... 400 400.00 08991 HESS & CLARK INCORPORATE 7TH & ORANGE STREETS OH ASHLAND $625 $625.00 CUST TOTAL... 625 625.00 79931 HEXACOMB CORPORATION 2001 MARLBORO ROAD NC FARMVILLE $733 $733.55 CUST TOTAL... 733 733.55 01229 HICKORY SPRINGS MFG CO P O BOX 2948 NC HICKORY $110 $110.00 CUST TOTAL... 110 110.00 77311 HICKSON DANCHEM CORPORAT 1975 RICHMOND BLVD VA DANVILLE $894 $992 $1,886.50 CUST TOTAL... 894 992 1,886.50 80330 HIGH POINT CHEMICAL CORP 243 WOODBINE STREET NC HIGH POINT $2,827 $2,827.05 CUST TOTAL... 2,827 2,827.05 28122 HILL BROTHERS CHEMICAL 15017 EAST CLARK STREET CA CITY OF INDUST $2,730 $2,730.00 CUST TOTAL... 2,730 2,730.00 63267 HILTON DAVIS COMPANY 2235 LANGDON FARM OH CINCINNATI $505 $537 $25 $1,067.50 CUST TOTAL... 505 537 25 1,067.50 09466 HIMONT USA INC 2 LITTLE FALSS CENTRE DE WILMINGTON $150 $150.00 72193 HIMONT USA INC P O BOX 15439 DE WILMINGTON $1,155 $1,155.00 CUST TOTAL... 1,155 150 1,305.00 88981 HOECHST CELANESE CHEMICA SOU-TEX PLANT NC MOUNT HOLLY $27 $4,460 $4,488.05 CUST TOTAL... 27 4,460 4,488.05 01841 HOECHST CELANESE CORP P O BOX 64 AL BUCKS $275 $330 $35- $569.70 06742 HOECHST CELANESE CORP P O BOX 133 IL ARGO $565 $934 $1,499.62 59650 HOECHST CELANESE CORP P O BOX 1026 NC CHARLOTTE $69- $69.00- 04587 HOECHST CELANESE CORP EAST CATAWBA AVENUE NC MOUNT HOLLY $110 $137 $247.50 60556 HOECHST CELANESE CORP HWY 70 W BOX 4 NC SALISBURY $1,260 $1,260.00 14850 HOECHST CELANESE CORP 331-345 DOREMUS AVE NJ NEWARK $9,430 $557 $1,400 $1,380 $12,768.95 06683 HOECHST CELANESE CORP P O BOX 1259 NJ SOMERVILLE $31,682 $2,379 $3,223 $4,126 $41,412.38 61750 HOECHST CELANESE CORP 50 MEISTER AVE NJ SOMERVILLE $110 $987 $1,097.00 02480 HOECHST CELANESE CORP 500 WASHINGTON ST RI COVENTRY $3,478 $750 $27 $4,256.75 14790 HOECHST CELANESE CORP 2850 CHERRY ROAD SC ROCK HILL $3,315 $2,042 $5,357.50 05583 HOECHST CELANESE CORP P O BOX 428 TX BISHOP $11,137 $5,397 $220 $1,583 $18,338.27 03569 HOECHST CELANESE CORP P O BOX 569320 TX DALLAS $1,854 $166 $2,020.00 83204 HOECHST CELANESE CORP P O BOX 819005 TX DALLAS $375 $375.00 09360 HOECHST CELANESE CORP P O BOX 58190 TX HOUSTON $50 $303 $353.00 77732 HOECHST CELANESE CORP P O BOX 58160 TX HOUSTON $1,446 $1,446.94 15010 HOECHST CELANESE CORP P O BOX 937 TX PAMPA $577 $2,748 $3,325.50
JOB-RCPMO5 FNR 5/02/93 CO-CODE: 6 A G E D A C C O U N T S R E C E I V A B L E ENDING-DATE 5/01/93 PAGE# 64 S.C. CUST.# CUSTOMER ADDRESS ST. CITY 0-TO-30 31-TO-60 61-TO-90 OVER-90 TOTAL BAL-DUE 10438 HOECHST CELANESE CORP 12212 PORT ROAD TX PASADENA $27 $27.50 72471 HOECHST CELANESE CORP 3340 W NORFOLK ROAD VA PORTSMOUTH $402 $402.50 85890 HOECHST CELANESE CORP 801 WATER STREET VA PORTSMOUTH $27 $27.50 60966 HOECHST CELANESE CORP. P O BOX 78 SC CARLISLE $2,582 $2,582.40 CUST. TOTAL... 60,481 13,717 8,208 14,892 97,299.01 38335 HOFFMAN LA ROCHE INC P O BOX 238 NJ BELVIDERE $472 $472.50 39050 HOFFMAN LA ROCHE INC 1153 BLOOMFIELD AVE NJ NUTLEY $11,563 $175 $11,738,32 CUST. TOTAL... 12,035 175 12,210.82 82105 HOFMANN WATER TREATING C 120 GRACEY AVE CT MERIDEN $1,635 $1,635.31 CUST. TOTAL... 1,635 1,635.31 51640 HOLLAND COMPANY INC 153 HOWLAND AVENUE MA ADAMS $5,001 5,001.38 CUST. TOTAL... 5,001 5,001.38 39680 HOLLINGSWORTH & VOSE CO 112 WASHINGTON ST MA E WALPOLE $1,930 $1,930.36 38375 HOLLINGSWORTH & VOSE CO 219 TOWNSEND RD MA W GROTON $1,143 $1,143.00 09600 HOLLINGSWORTH & VOSE CO EASTON MILL NY GREENWICH $880 $880.55 CUST. TOTAL... 3,953 3,953.91 01724 HOLTRA CHEMICAL INC 159 BODEN LANE MA NATICK $16,368 $16,368.00 50736 HOLTRA CHEMICAL INC 395 HOOK ROAD NJ BAYONNE $1,120 $648 $982 $637 $3,388.36 CUST. TOTAL... 17,488 648 982 637 19,756.38 87882 HOLTRACHEM 309-327 AVENUE P NJ NEWARK $300 $300.00 CUST. TOTAL... 300 300.00 06144 HOOVER UNIVERSAL INC HIGHWAY 68 E KY CADIZ $82 $82.50 CUST. TOTAL... 82 82.50 62420 HOPEWELL REGIONAL FACILI RT 10 HUMMEL ROSS RD VA HOPEWELL $165 $165.00 CUST. TOTAL... 165 165.00 83307 HORIZON INDUSTRIES INC SOUTH INDUSTRIAL BLVD GA CALHOUN $2,862 $2,862.00 CUST. TOTAL... 2,862 2,862.00 81144 HORSEHEAD RESOURCE DEVEL 300 FRANKFORD RD PA MONACA $5,201 $5,201.18 CUST. TOTAL... 5,201 5,201.18 88413 HOUSMEX INC 17001 NORTH CHASE DRIVE TX HOUSTON $8,194 $4,277 $12,471.00 CUST. TOTAL... 8,194 4,277 12,471.00 81778 HOWELL CHEMICAL CO 1201 SOUTH SHELDON ROAD TX CHANNELVIEW $260 $130 $390.00 CUST. TOTAL... 260 130 390.00 17750 HOYER USA INCORPORATED 136 CENTRAL AVENUE NJ CLARK $26,766 $5,226 $865 $32,858.10 78703 HOYER USA INCORPORATED 2 NORTH POINT RD TX HOUSTON $805 $805.50 CUST. TOTAL... 26,766 5,226 1,671 33,663.60 10179 HULS AMERICA RANGE LINE ROAD AL MOBILE $165 $165.00 17690 HULS AMERICA ROUTE 297 MD CHESTERTOWN $504 $504.00
JOB-RCPMO5 FNR 5/02/93 CO-CODE: 6 A G E D A C C O U N T S R E C E I V A B L E ENDING-DATE 5/01/93 PAGE# 65 S.C. CUST.# CUSTOMER ADDRESS ST. CITY 0-TO-30 31-TO-60 61-TO-90 OVER-90 TOTAL BAL-DUE 00973 HULS AMERICA TURNER PLACE NJ PISCATAWAY $16,024 $1,402 $136 $4,555 $22,117.80 87536 HULS AMERICA C/O FTS FREIGHT PAYMENT NJ SOMERVILLE $4,014 $4,014.40 87609 HULS AMERICA % FTS FREIGHT PAYMENT PL NJ SOMERVILLE $3,472 $3,225 $9,675 $16,372.50 CUST. TOTAL... 20,165 5,416 3,361 14,230 43,173.70 83772 HULS AMERICA/C/O BDP 80 CENTENNIAL AVE NJ PISCATAWAY $1,584 $1,584.30 CUST. TOTAL... 1,584 1,584.30 65882 HULS CANADA INC 235 ORENDA ROAD ON BRAMALEA $412 $4,850 $5,262.72 CUST. TOTAL... 412 4,850 5,262.72 39415 HUMKO PRODUCTS P O BOX 398 TN MEMPHIS $90 $90.00 CUST. TOTAL... 90 90.00 87427 HUMPHREY CHEMICAL COMPAN CAMBREX FINE CHEMICALS G NJ CARLSTADT $4,316 $130 $4,446.10 88672 HUMPHREY CHEMICAL COMPAN C/O CAMBREX FINE CHEMICA NJ CARLSTADT $2,900 $2,900 $5,800.00 CUST. TOTAL... 7,216 3,030 10,246.10 89826 HUNT PRODUCTS HUNT PRODUCTS CO DIV TX DALLAS $55 $55.00 CUST. TOTAL... 55 55.00 00952 HUNTSMAN CHEMICAL 6 RIVERSIDE IND PARK GA ROME $672 $672.00 19370 HUNTSMAN CHEMICAL P O BOX 600 OH BELPRE $275 $1,622 $1,897.50 52858 HUNTSMAN CHEMICAL 5100 BAINBRIDGE BLVD VA CHESAPEAKE $6,185 $8,616 $9,077 $9,913 $33,792.50 CUST. TOTAL... 6,460 9,288 9,077 11,536 36,362.00 89978 HUNTSMAN CHEMICAL CORP C/O CTI LOGISTICS INC NJ RAHWAY $6,984 $6,984.00 CUST. TOTAL... 6,984 6,984.00 88107 HUNTSMAN FILM PRODUCTS 300 EAGLE GATE TOWER UT SALT LAKE CITY $27 $27.50 CUST. TOTAL... 27 27.50 73894 HYCHEM INC P O BOX 250 GA RICEBORO $265 $265.00 CUST. TOTAL... 265 265.00 04168 HYDRITE CHEMICAL COMPANY 7300 WEST BRADLEY ROAD WI MILWAUKEE $2,249 $2,249.41 CUST. TOTAL... 2,249 2,249.41 87300 HYDRITE CHEMICALS 49 SOUTH STREET IL PARK FOREST $549 $558 $1,107.05 CUST. TOTAL... 549 558 1,107.05 C 87295 HYDRO SERVICES 6410 STATE LINE RD AR TEXARKANA $2,115 $2,115.75 CUST. TOTAL... 2,115 2,115.75 06376 I P I P O BOX 70 MD ELKTON $27 $1,453 $1,481.34 CUST. TOTAL... 27 1,453 1,481.34 33175 I S P CHEMICALS INC RTE 95 INDUSTRIAL AVENUE KY CALVERT CITY $2,806 $2,806.36 CUST. TOTAL... 2,806 2,806.36 54043 IBM CORP P O BOX 1000 NY HOPEWELL JUNCT $136 $136.00 07714 IBM CORP P O BOX 1400/DEPT 870 NY POUGHKEEPSIE $104 $338 $442.00 CUST. TOTAL... 240 338 578.00
JOB-RCPMO5 FNR 5/02/93 CO-CODE: 6 A G E D A C C O U N T S R E C E I V A B L E ENDING-DATE 5/01/93 PAGE# 66 S.C. CUST.# CUSTOMER ADDRESS ST. CITY 0-TO-30 31-TO-60 61-TO-90 OVER-90 TOTAL BAL-DUE 66083 ICI AMERICAS INC 560 PIER A PLACE CA WILMINGTON $137 $137.50 40400 ICI AMERICAS INC CONCORD PIKE & MURPHY RD DE WILMINGTON $474 $184 $195- $463.00 89627 ICI AMERICAS INC 3411 SILVERSIDE ROAD DE WILMINGTON $624 $1,478 $915 $3,017.87 90076 ICI AMERICAS INC 3411 SILVERSIDE ROAD DE WILMINGTON $2,760 $2,760.00 89361 ICI AMERICAS INC C/O RUBICON INC LA GEISMAR $3,603 $1,874 $5,477.00 39355 ICC AMERICAS INC 333 MAIN STREET MA DIGHTON $50 $50.00 05600 ICI AMERICAS INC P O BOX 17631 MO SAINT LOUIS $26,724 $5,557 $2,240 $3,878 $38,400.01 39365 ICI AMERICAS INC P O BOX 31786 NC CHARLOTTE $40 $40.00 CUST. TOTAL... 34,185 8,909 3,339 3,910 50,345.38 65866 ICI AMERICAS INC/AGRI PR P O BOX 152 TN MT PLEASANT $165 $998 $1,163.50 CUST. TOTAL... 165 998 1,163.50 02558 ICI CANADA INC P O BOX 1299 ON CORNWALL $3,902 $225 $4,127.96 10089 ICI CANADA INC P O BOX 1900 ON COURTRIGHT $64 $64.20 CUST. TOTAL... 3,967 225 4,192.16 52259 ICI EXPLOSIVES P O BOX 271 PA TAMAQUA $433 $433 $866.00 CUST. TOTAL... 433 433 866.00 02667 ICI NITROGEN PRODUCTS P O BOX 5201 ON LONDON $25,791 $2,958 $1,582 $571 $30,904.23 CUST. TOTAL... 25,791 2,958 1,582 571 30,904.23 60122 ICI SPECIALTY INKS 3730 OLD TASSO ROAD NE TN CLEVELAND $876 $1,504 $2,380.00 CUST. TOTAL... 876 1,504 2,380.00 89793 ICS CHEMICAL 5401 W KENNEDY BLVD FL TAMPA $3,316 $3,316.75 81208 ICS CHEMICAL 135 PINEVIEW DRIVE NY AMHERST $1,177 $1,177.50 CUST. TOTAL... 3,316 1,177 4,494.25 40380 IDEAL CHEM & SUPPLY P O BOX 18698 TN MEMPHIS $20,135 $1,773 $21,908.78 CUST. TOTAL... 20,135 1,773 21,908.78 40255 IFF 600 STATE HIGHWAY 36 NJ HAZLET $28,557 $1,968 $605 $3,168 $34,298.95 40275 IFF 800 ROSE LANE NJ UNION BEACH $260 $260.00 CUST. TOTAL... 28,817 1,968 605 3,168 34,558.95 87010 IFF DE MEXICO % CEGO GROUP TX LAREDO $1,158 $1,158.00 CUST. TOTAL... 1,158 1,158.00 87013 IGI PETROLEUM SPECIALTIE 461 FROM RD NJ PARAMUS $71- $71.00- CUST. TOTAL... 71- 71.00- 00747 IGLOO PRODUCTS CORP P O BOX 19322 TX HOUSTON $247 $137 $385.00 CUST. TOTAL... 247 137 385.00 26154 IMEX FORWARDING AGENCY P O BOX 1326 TX LAREDO $280 $280.00 CUST. TOTAL... 280 280.00 72651 IMPACT PLASTIC INC 780 FOUR ROD RD CT KENSINGTON $6,449 $1,523 $822 $8,794.91 CUST. TOTAL... 6,449 1,523 822 8,794.91
JOB-RCPMO5 FNR 5/02/93 CO-CODE: 0 AGED ACCOUNTS RECEIVABLE ENDING DATE 5/01/93 PAGE #67 S.C. CUST. # CUSTOMER ADDRESS ST. CITY 0-TO-30 31-TO-60 61-TO-90 OVER-90 TOTAL BAL. DUE 56265 IMPERIAL OIL LIMITED CHRISTINA & CLIFFORD ON SARNIA $82 $82.50 CUST. TOTAL... 82 82.50 45600 IMPERIAL WALLPAPER CO UNDERWOOD AVE NY PLATTSBURGH $2,189 $2,289.44 CUST. TOTAL... 2,189 2,189.44 05446 IMPERIAL WEST CHEMICAL C 1701 WILBUR AVENUE CA ANTIOCH $54,853 $3,864 $336- $8,054 $66,436.67 CUST. TOTAL... 54,853 3,864 336- 8,054 66,436.67 75760 INCEPTOR INC 2970 AIRPORT HWY OH TOLEDO $27 $27.50 CUST. TOTAL... 27 27.50 72098 INCO ALLOYS INTERNATIONA ROUTE 23 KY BURNAUGH $348 $348.00 27881 INCO ALLOYS INTERNATIONA RIVERSIDE ROAD WV HUNTINGTON $490 $490.50 CUST. TOTAL... 838 838.50 41640 INCO LTD ACCOUNTS PAYABLE ON COPPER CLIFF $4,562 $2,252 $6,814.97 CUST. TOTAL... 4,562 2,252 6,814.97 23118 INDCO INC N RAILROAD & ESSEX ST NJ GLOUCESTER CIT $960 $480 $1,440.00 CUST. TOTAL... 960 480 1,440.00 07253 INDEPENDENT CEMENT CORP P O BOX 12-310 NY ALBANY $250 $436 $107 $3,147 $3,942.36 08674 INDEPENDENT CEMENT CORP P O BOX 1008 NY BUFFALO $133- $133.43 CUST. TOTAL... 250 436 107 3,014 3,808.93 88708 INDOLEX 5675 KENNEDY ROAD ON MISSISSAUGA $53 $53.50 CUST. TOTAL... 53 53.50 05168 INDOPCO INC CEDAR SPRINGS RD NC SALISBURY $110 $110.00 CUST. TOTAL... 110 110.00 50287 INDUSTRIAL ADHESIVES 130 N CAMPBELL AVE IL CHICAGO $45 $45.00 CUST. TOTAL... 45 45.00 64289 INDUSTRIAL CHEM-TEX P O BOX 6964 TX LONGVIEW $935 $1,250 $2,186.04 CUST. TOTAL... 935 1,250 2,186.04 54680 INDUSTRIAL CHEMICALS 12801 NEWBURGH ROAD MI LIVONIA $27 $27.50 89756 INDUSTRIAL CHEMICALS 885 W SMITH ROAD OH MEDINA $416 $416.24 CUST. TOTAL... 443 443.74 71713 INDUSTRIAL GENERAL CORP 3 PERKINS WAY MA NEWBURYPORT $5,217 $5,217.84 CUST. TOTAL... 5,217 5,217.84 77400 INDUSTRIAL SOLVENTS CORP P O BOX 125 MI SAINT LOUIS $2,379 $2,379.42 CUST. TOTAL... 2,379 2,379.42 61372 INDUSTRIAS ASTROL 8535 SAN GABRIEL DR TX LAREDO $900 $900.00 CUST. TOTAL... 900 900 80421 INDUSTRIAS RESISTOL S A KM 52.5 MX LERMA EDO $1,950 $1,950.00 CUST. TOTAL... 1,950 1,950.00
JOB-RCPMO5 FNR 5/02/93 CO-CODE: 0 AGED ACCOUNTS RECEIVABLE ENDING DATE 5/01/93 PAGE #68 S.C. CUST. # CUSTOMER ADDRESS ST. CITY 0-TO-30 31-TO-60 61-TO-90 OVER-90 TOTAL BAL. DUE 76325 INGRAM BARGE PO BOX 23049 TN NASHVILLE $480 $480.00 CUST. TOTAL... 480 480.00 90068 INLAND FISHER GUIDE RIMI DIV OF GENERAL MOTORS TX BROWNSVILLE $2,499 $2,499.00 CUST. TOTAL... 2,499 2,499.00 59990 INLAND ORANGE INC OLD HIGHWAY 87 TX ORANGE $600 $600.00 CUST. TOTAL... 600 600.00 33920 INLAND ROME INC 238 MAYS BRIDGE ROAD GA ROME $2,895 $2,895.59 CUST. TOTAL... 2,895 2,895.59 43960 INDLEX CORPORATION JACKSON & SWANSON STS PA PHILADELPHIA $14,319 $6,842 $209 $21,370.88 CUST. TOTAL... 14,319 6,842 209 21,370.88 41390 INSTA FOAM 2050 NO BROADWAY IL JOLIET $192 $235 $427.50 192 235 427.50 66915 INSULATING MATERIALS INC 1 CAMPBELL ROAD NY SCHENECTADY $2,249 $141 $2,391.02 CUST. TOTAL... 2,249 141 2,391.02 69819 INTAC AUTOMOTIVE PRDT IN PO BOX 339 IL LEMONT $1,035 $641 $1,676.00 CUST. TOTAL 1,035 641 1,676.00 56570 INTER PACK CORP 399 DETROIT AVENUE MI MONROE $549 $24 $573.00 CUST. TOTAL... 549 24 573.00 76879 INTERAMERICA FORWARDING JEFFERSON & PINDER STREE TX LAREDO $980 $980.00 CUST. TOTAL... 980 980.00 85243 INTERCONTINENTAL FWG 1985 N CENTRAL AVE TX BROWNSVILLE $2,470 $2,470.00 CUST. TOTAL... 2,470 2,470.00 89542 INTERCORP MEXICO S A DE GUADALUPE NUEVO LEON MX MEXICO $1,229 $1,229 2,458.00 CUST. TOTAL... 1,229 1,229 2,458.00 78719 INTERCORP MEXICO S.A DE GUERRERO 213 A SUR MX CO QUADALUPE N $938 $1,876 $938 $3,752.00 CUST. TOTAL... 938 1,876 938 3,752.00 74110 INTERFLOW USA 363 N SAM HOUSTON PKWY E TX HOUSTON $8,719 $2,446 $3,461 $14,627.19 CUST. TOTAL... 8,710 2,446 3,461 14,627.19 22312 INTERLUBE CORPORATION 4646 BAKER AVENUE OH CINCINNATI $2,133 $2,133.51 CUST. TOTAL... 2,133 2,133.51 82379 INTERNATIONAL CONTAINER P O BOX 24686 FL TAMPA $1,736 $1,736.23 64466 INTERNATIONAL CONTAINER 66 YORK STREET NJ JERSEY CITY $1,680 $8,674 $9,456 30,897 $50,708.49 CUST. TOTAL... 3,416 8,674 9,456 30,897 52,444.72 88927 INTERNATIONAL PAPER CO 100 DICKMON RD AL BAY MINETTE $1,164 $1,164.00 10193 INTERNATIONAL PAPER CO P O BOX 7069 AR PINE BLUFF $340 $340.75 41120 INTERNATIONAL PAPER CO P O BOX 31 2 LA BASTROP $7,959 $292 $8,252.25
JOB-RCPMO5 FNR 5/02/93 CO-CODE: 0 AGED ACCOUNTS RECEIVABLE ENDING DATE 5/01/93 PAGE #69 S.C. CUST. # CUSTOMER ADDRESS ST. CITY 0-TO-30 31-TO-60 61-TO-90 OVER-90 TOTAL BAL. DUE 00205 INTERNATIONAL PAPER CO OFF HIGHWAY 509 LA MANSFIELD $735 $735.17 01483 INTERNATIONAL PAPER CO P O BOX 20 RILEY ROAD ME JAY $8,785 $4,585 $1,714 $687 $15,771.50 40575 INTERNATIONAL PAPER CO P O BOX 311 MS NATCHEZ $777 $777.00 41610 INTERNATIONAL PAPER CO P O BOX 1362 NY TICONDEROGA $91 $91.00 53229 INTERNATIONAL PAPER CO P O BOX 797 NY TUXEDO PK $3,771 $3,771.00 27231 INTERNATIONAL PAPER CO KAMINSKI STREET SC GEORGETOWN $1,835 $1,835.00 84292 INTERNATIONAL PAPER CO P O BOX 946 TN MEMPHIS $509 $82 $591.50 CUST. TOTAL... 19,314 5,749 2,223 6,042 33,329.17 08161 INTERNATIONAL PERMALITE 300 NORTH HAVEN CA ONTARIO $617 $1,667 $2,285.41 CUST. TOTAL... 617 1,667 2,285.41 86418 INTERNATIONAL RESOURCES 8945 GUILFORD ROAD MD COLUMBIA $635 $635.18 CUST. TOTAL... 635 635.18 52479 INTERPLAST UNIVERSAL IND 199 GARIBALDI AVENUE NJ LODI $137 $137.50 CUST. TOTAL... 137 137.50 01057 INTERPLASTICS CORPORATIO 1545 SOUTH OLIVE IN SOUTH BEND $395 $395.00 CUST. TOTAL... 395 395.00 58104 INTERPOLYMER CORP 7501 IDSTRIBUTION DRIVE KY LOUISVILLE $15,667 $8,371 $720- $23,318.50 CUST. TOTAL... 15,667 8,371 720- 23,318.50 72655 INTERPROVINCIAL COOPERAT 945 MARION ST MB WINNIPEG $160 $160.00 CUST. TOTAL... 160 160.00 07323 INTERSOL IND CORP P O BOX 270383 FL TAMPA $2,250 $2,250.01 CUST. TOTAL... 2,250 2,250.01 74498 INTERSTATE CHEMICAL CO 2797 FREEDLAND ROAD PA HERMITAGE $91 $91.75 04841 INTERSTATE CHEMICAL CO 2797 FREEDLAND ROAD PA W MIDDLESEX $230 $230.00 CUST. TOTAL... 91 230 321.75 41810 INTERSTATE CONTAINER CO GRACESON & MEADE ST PA READING $110 $110.00 CUST. TOTAL... 110 110.00 81678 INTERSTATE RACING FUEL 8128 SUBET RD MD BALTIMORE $137 $137.50 CUST. TOTAL... 137 137.50 82904 INTROSUL INC 404 SEARS ROAD GA PERRY $125 $125.00 CUST. TOTAL 125 125.00 89011 INX INTERNATIONAL INK CO 1860 WESTERN DRIVE IL WEST CHICAGO $1,155 $1,155.32 CUST. TOTAL 1,155 1,155.32 87327 IONPURE TECHNOLOGIES COR 8211 COUNTRY CLUB PLACE IN INDIANAPOLIS $45- $45.00- CUST. TOTAL... 45- 45.00- 50837 ISOCYANATE PRODUCTS INC 12243 BRANFORD STREET CA SUN VALLEY $691 691.80 CUST. TOTAL... 691 691.80
JOB-RCPMO5 FNR 5/02/93 CO-CODE: 0 AGED ACCOUNTS RECEIVABLE ENDING DATE 5/01/93 PAGE #70 S.C. CUST. # CUSTOMER ADDRESS ST. CITY 0-TO-30 31-TO-60 61-TO-90 OVER-90 TOTAL BAL. DUE 84353 ITT TEVES AMERICA 111 W LOVERS LANE VA CULPEPER $945 $945.01 CUST. TOTAL.... 945 945.01 89142 ITTC P O BOX 750 NY PLATTSBURGH $13,431 $9,366 $5,033 $27,831.42 CUST. TOTAL.... 13,431 9,366 5,033 27,831.42 89058 ITW DEVCON 36 ENIDCOTT ST MA DANVERS $82 $247 $330.00 CUST. TOTAL.... 82 247 330.00 72359 IVAX INDUSTRIES 12 FACTORY LANE NJ MIDDLESEX $495 $110 $605.00 CUST. TOTAL.... 495 110 605.00 53831 IVEX CORPORATION 218 CLEVELAND STREET OH CHARGIN FALLS $1,036 $1,036.00 CUST. TOTAL.... 1,036 1,036.00 74969 IZUMI CORPORATION COUNTRY RD 101 NY YAPHANK $14,559 $12,349 $11,935 $38,843.97 CUST. TOTAL.... 14,559 12,349 11,935 38,843.97 42240 J & L SPCIALTY PRODUCTS P O BOX 3373 PA PITTSBURGH $82 $151 $233.75 CUST. TOTAL.... 82 151 233.75 07342 J B EURELL COMPANY 45 WEST SCOTTDALE ROAD PA LANSDOWNE $920 $920.00 CUST. TOTAL.... 920 920.00 06949 J L PRESCOTT COMPANY 16750 S VINCENNES ROAD IL S HOLLAND $488 $488.00 CUST. TOTAL.... 488 488.00 86356 J M HUBER CORPORATION P O BOX P TN ETOWAH $11,000 $6,600 $4,400 $22,000.00 CUST. TOTAL.... 11,000 6,600 4,400 22,000.00 51309 J R SIMPLOT COMPANY 16777 SO HOWLAND AVENUE CA LATHROP $358 $358.91 CUST. TOTAL.... 358 358.91 88024 J R STERLING SERVICE CO 7550 SANTA FE DRIVE IL HODGKINS $550 $550.00 CUST. TOTAL.... 550 550.00 62498 J T BAKER CHEMICAL CO 1223 GROVE ROAD PA PITTSBURGH $50- $50.34- CUST. TOTAL.... 50- 50.34- 06300 J T BAKER INC 600 N BROAD NJ PHILLIPSBURG $28,188 $7,388 $4,916 $14- $40,479.32 CUST. TOTAL.... 28,188 7,388 4,916 14- 40,479.32 90241 JACKSON CHEMICAL P O BOX 616 NJ LIVINGSTON $1,690 $1,690.31 CUST. TOTAL.... 1,690 1,690.31 78804 JACKSON IND UNIFORM SERV 240 MITCHELL AVE MS JACKSON $48 $48.00 CUST. TOTAL.... 48 48.00 90099 JAMES RIVER CORPORATION 2101 WILLIAMS ST CA SAN LEANDRO $1,008 $1,006.80 63383 JAMES RIVER CORPORATION PO BOX 218 LA ST FRANCISVILL $1,373 $1,372.50 04439 JAMES RIVER CORPORATION 100 ISLAND AVE MI PARCHMENT $8,341 $8,341.81 69250 JAMES RIVER CORPORATION FRENCH TOWN ROAD NJ MILFORD $655 $655.00 CUST. TOTAL.... 10,003 1,372 11,376.11
JOB-RCPMO5 FNR 5/02/93 CO-CODE: 0 AGED ACCOUNTS RECEIVABLE ENDING DATE 5/01/93 PAGE #71 S.C. CUST. # CUSTOMER ADDRESS ST. CITY 0-TO-30 31-TO-60 61-TO-90 OVER-90 TOTAL BAL. DUE 59215 JAMESTOWN PLYWOOD 34 STEEL STREET NY JAMESTOWN $110 $110.00 CUST. TOTAL.... 110 110.00 03407 JEEP CORPORATION 940 NORTH COVE BOULEVARD OH TOLEDO $27 $27.50 CUST. TOTAL.... 27 27.50 09674 JET PLASTICA 1100 SWAB RD PA HATFIELD $110 $110.00 CUST. TOTAL.... 110 110.00 00209 JETCO CHEMICAL INC E HWY 31 TX CORSICANA $40 $40.00 CUST. TOTAL.... 40 40.00 23550 JOHN C DOLPH NEW ROAD NJ MONMOUTH JCT $82 $140 $223.00 CUST. TOTAL.... 82 140 223.00 64698 JOHN DEERE & COMPANY VINE & MADISON IA OTTUMWA $2,642 $2,642.50 CUST. TOTAL.... 2,642 2,642.50 38640 JOHN R HESS & SONS INC P O BOX 3615 RI CRANSTON $1,411 $37 $1,448.50 CUST. TOTAL.... 1,411 37 1,448.50 87308 JOHNSON & JOHNSON 50 GEORGE STREET NJ N BRUCSWICK $5,778 $9,032- $3254.50- 86235 JOHNSON & JOHNSON P O BOX 217 NJ SKILLMAN $18,212 $14,667- $3,545.50 CUST. TOTAL.... 18,212 5,778 23,699- 291.00 84251 JOHNSON & JOHNSON INC 7101 NOTRE-DAME EST PQ MONTREAL $2,876 $2,876.10 CUST. TOTAL.... 2,876 2,876.10 82710 JONHSON CONTROLS INC 2525 NORTH SIXTH STREET IN VINCENNES $137 $137.50 60952 JONHSON CONTROLS INC P O BOX 116 ON ORANGEVILLE $27 $220 $247.50 77024 JONHSON CONTROLS INC 1890 MINES ROAD TN PULASKI $27 $27.50 CUST. TOTAL.... 55 357 412.50 39530 JOHNSON CONTROLS LTD 100 TOWNLINE ROAD ON TILLSONBURG $135 $135.00 CUST. TOTAL.... 135 135.00 82015 JOHNSON MERCHANTILE CO FRONT STREET NC HAMILTON $150 $150.00 CUST. TOTAL.... 150 150.00 65974 JONES CHEMICAL COMPANY 520 W TENTH AVE LA RESERVE $1,629 $1,629.84 42340 JONES CHEMICAL COMPANY 2500 VANDERHOOF RD OH BARBERTON $414 $100 $100 $425 $1,039.80 CUST. TOTAL.... 414 100 100 2,054 2,669.64 52161 JONES HAMILTON P O BOX 464 CA NEWARK $12,443 $1,033 $13,476.90 CUST. TOTAL.... 12,443 1,033 13,476.90 56287 JONES PLASTIC & ENGINEER 2410 PLANTSIDE DRIVE KY JEFFERSONTOWN $1,782 $238 $1,100 $3,121.10 CUST. TOTAL.... 1,782 238 1,100 3,121.10 61039 JUAN B CARRANZA 109 FLETCHA LANE TX LAREDO $140 $140.00 CUST. TOTAL.... 140 140.00
JOB-RCPMO5 FNR 5/02/93 CO-CODE: 0 AGED ACCOUNTS RECEIVABLE ENDING DATE 5/01/93 PAGE #72 S.C. CUST. # CUSTOMER ADDRESS ST. CITY 0-TO-30 31-TO-60 61-TO-90 OVER-90 TOTAL BAL. DUE 89600 JUAN DURAN FWG 1650 CENTRAL AVE TX BROWNSVILLE $900 $900.00 CUST. TOTAL.... 900 900.00 55140 K & D INDUSTRIAL CLEANER 2962 VENTURE DR MI MIDLAND $478 $505 $983.50 CUST. TOTAL.... 478 505 983.50 88345 K & S INDUSTIRES LTD P O BOX 297 CT GEORGETOWN $1,634 $1,634.00 CUST. TOTAL.... 1,634 1,634.00 10348 K CHEMICAL CORPORATION 1200 SUMMER STREET CT STAMFORD $1920- $1920.00- CUST. TOTAL.... $1920- 1920.00- 67280 K J QUINN & COMPANY 135 FOLLY MILL ROAD NH SEABROOK $247 $247.50 CUST. TOTAL.... 247 247.50 79493 KAISER ALUMINUM & CHEM INTERNATIONAL BIILING ON LA GRAMERCY $5,040 $5,040.00 52250 KAISER ALUMINUM & CHEM P O BOX 15108 WA SPOKANE $4,196 $4,196.92 CUST. TOTAL.... 9,236 9,236.92 13462 KALAM CHEMICAL INC 1296 N W 3RD STREET WA KALAMA $45- $45.00- CUST. TOTAL.... 45- 45.00- 80324 KALAMA INTERNATIONAL 1200 SMITH SUITE 1111 TX HOUSTON $737 $737.50 CUST. TOTAL.... 737 737.50 79107 KANEMATSU-GOSHO USA INC 114 WEST 47TH ST 23RD FL NY NEW YORK $3,109 $3,109.00 CUST. TOTAL.... 3,109 3,109.00 89366 KARLSHAMNS USA INC P O BOX 1025 NJ HARRISON $131 $131.30 CUST. TOTAL.... 131 131.30 81105 KELMAR 5210 HOVIS RD NC CHARLOTTE $82 $82.50 CUST. TOTAL.... 82 82.50 56091 KEMIRA INC P O BOX 845 FL ATLANTIC BEACH $1,788 $1,181 $2,970.86 CUST. TOTAL.... 1,788 1,181 2,970.86 05241 KEMIRA INCORPORATED P O BOX 368 GA SAVANNAH $1,982 $1,982.30 CUST. TOTAL.... 1,982 1,982.30 66401 KEMTEC INC 11001 ST CATHERINES ST E PQ MONTREAL $36,406 $36,406.78 CUST. TOTAL.... 36,406 36,406.78 59104 KENSIGTON CORPORATION P O BOX 663 CT MADSION $526 $526 $11,746 $12,800.37 64942 KENSIGTON CORPORATION C/O ARGUS CHEMICAL CORP NY BROOKLYN $104 $104.00 CUST. TOTAL.... 526 526 1,850 12,904.37 15466 KERR MC GEE CHEMICAL COR P O BOX 25861 OK OKLAHOMA CITY $2,720 $2,720.00 CUST. TOTAL.... 2,720 2,720.00 89348 KIMBERLY CLARK CORP 58 PICKETT DISTRICT RD CT NEW MILFORD $4,615 $493 $5,108.63 10036 KIMBERLY CLARK CORP GREY LOCK STREE MA LEE $192 $192.50
JOB-RCPMO5 FNR 5/02/93 CO-CODE: 0 A G E D A C C O U N T S R E C E I V A B L E ENDING-DATE 5/01/93 PAGE# 73 S.C. CUST.# CUSTOMER ADDRESS ST. CITY 0-TO-30 31-TO-60 61-TO-90 OVER-90 TOTAL BAL-DUE 42695 KIMBERLY CLARK CORP EAST MUNISING AVE MI MUNISING $80 $40 $120.00 43320 KIMBERLY CLARK CORP MAIN STREET NJ SPOTSWOOD $177 $177.61 76895 KIMBERLY CLARK CORP 1111 HENRY STREET WI NEENAH $115 $115.00 CUST. TOTAL... 4,695 533 177 307 5,713.74 63833 KIMBERLY-CLARK CORP P O BOX 370 OH TROY $27 $27.50 CUST. TOTAL... 27 27.50 60688 KING FINISHING P O BOX 480 GA STATESBORO $909 $909.30 CUST. TOTAL... 909 909.30 84232 KINGS LABORATORY P O BOX 120 SC BLYTHEWOOD $110 $110.00 CUST. TOTAL... 110 110.00 51494 KIWI BRANDS INC 447 OLD SWEDE RD PA DOUGLASSVILLE $1,391 $1,391.50 CUST. TOTAL... 1,391 1,391.50 83229 KLAMATH DOORS 3305 LAKEPORT BLVD OR KLAMATH FALLS $1,548 $1,548.60 CUST. TOTAL... 1,548 1,548.60 43450 KLEEN BRITE LABORATORIES P O BOX 20408 NY ROCHESTER $11,266 $11,255.50 CUST. TOTAL... 11,266 11,266.50 06118 KMCO INCORPORATED 16503 RAMSEY ROAD TX CROSBY $100 $100.00 CUST. TOTAL... 100 100.00 86891 KOCH MATERIALS CO 10100 BROWER ROAS OH NORTH BEND $3,811 $3,811.68 CUST. TOTAL... 3,811 3,811.68 78465 KOCH MATERIALS COMPANY 1305 E GRAND RIVER MI HOWELL $1,645- $1,645.70- 78993 KOCH MATERIALS COMPANY P O BOX 27327 MO SAINT LOUIS $1,105 $1,105.00 CUST. TOTAL... 1,105 1,645- 540.70- 02714 KOCH SERVICE INC P O BOX 10347 TX CORPUS CHRISTI $192 $192.50 CUST. TOTAL... 192 192.50 57643 KOCH SULFUR PRODUCTS P O BOX 2256 KS WICHITA $511 $511.74 CUST. TOTAL... 511 511.74 57980 KOHLER COMPANY 444 HIGHLAND DRIVE WI KOHLER $55 $55.00 CUST. TOTAL... 55 55.00 83780 KOKOKU STEEL CORP P O BOX 357 IN SCOTTSBURG $55 $55.00 CUST. TOTAL... 55 55.00 08997 KOLMAR LABORATORIES INC SKYLINE DRIVE NY PORT JERVIS $26 $26.26 CUST. TOTAL... 26 26.26 09649 KOPPERS INDUSTRIES INC 3900 SOUTH LARAMIE STREE IL CICERO $55 $55.00 86667 KOPPERS INDUSTRIES INC P O BOX 1230 IL LANSING $83,885 $6,694 $1,753 $16,455 $108,788.73 77479 KOPPERS INDUSTRIES INC P O BOX 3485 NH NASHUA $2,059 $2,059.20 44440 KOPPERS INDUSTRIES INC P O BOX 665 WV FOLLANSBEE $172,460 $8,870 $11,985 $7,912 $201,229.30 CUST. TOTAL... 256,401 15,564 13,739 26,426 312,132.23
JOB-RCPMO5 FNR 5/02/93 CO-CODE: 0 A G E D A C C O U N T S R E C E I V A B L E ENDING-DATE 5/01/93 PAGE# 74 S.C. CUST.# CUSTOMER ADDRESS ST. CITY 0-TO-30 31-TO-60 61-TO-90 OVER-90 TOTAL BAL-DUE 82602 KOST GROUP 12141 PAULMEADOWS RD OH CINCINNATI $50 $50.00 CUST. TOTAL... 50 50.00 05311 KRACO ENTERPRISES INC 505 E EUCLID AVENUE CA COMPTON $302 $302.50 CUST. TOTAL... 302 302.50 84427 KRAFT GENERAL FOODS 342 GRANT STREET PA CHAMBERSBURG $82 $82.50 CUST. TOTAL... 82 82.50 25139 KRAFT INC DAIRY GROUP 261 DELAWARE STREET NY WALTON $385 $385.00 CUST. TOTAL... 385 385.00 44650 KRAMER CHEMICAL P O BOX 1299 NJ CLIFTON $2,427 $1,495 $3,283 $7,206.36 CUST. TOTAL... 2,427 1,495 3,283 7,206.36 83829 KRONOS P O BOX 70 LA WESTLAKE $630 $630.00 CUST. TOTAL... 630 630.00 23462 KRONOS CANADA INC 4 PLACE VILLE MARIE PO MONTREAL $11,446 $775 $262 $12,484.65 CUST. TOTAL... 11,446 775 262 12,484.65 88282 KRONOS, INC. C/O BROUSSAND & ASSOCIAT TX HOUSTON $2,772 $2,772.60 CUST. TOTAL... 2,772 2,772.60 86952 KROPP FORGE DIVISION ANADITE IL CICERO $518 $518 $1,036 $2,046 $4,118.00 CUST. TOTAL... 518 518 1,036 2,046 4,118.00 82808 KY TN CLAY COMPANY P O BOX 160 MS CRENSHAW $110 $110.00 CUST. TOTAL... 110 110.00 76980 KYSOR NEEDHAM 4201 JANADA TX FORT WORTH $100 $100.00 CUST. TOTAL... 100 100.00 89935 KYZEN CORPORATION 413 HARDING IND DR TN NASHVILLE $1,075 $1,075.77 CUST. TOTAL... 1,075 1,075.77 13446 L & F PRODUCTS 225 SUMMITT AVENUE NJ MONTVALE $27 $27.50 CUST. TOTAL... 27 27.50 71090 L B RUSSELL CHEMICAL CO 14-33 31ST AVENUE NY LONG ISLAND CY $1,713 $1,713.00 CUST. TOTAL... 1,713 1,713.00 64659 L C I LAY-CEE INC 1448 MCCARTER HWY NJ NEWARK $7,034 $7,034.00 CUST. TOTAL... 7,034 7,034.00 23715 L C I LIMITED 415 PABLO AVENUE NORTH FL JACKSONVILLE $8,576 $371 $8,947.50 CUST. TOTAL... 8,576 371 8,947.50 16698 L C P CHEMICALS P O BOX 1558 GA BRUNSWICK $480 $480.65 64936 L C P CHEMICALS RIVER ROAD ME ORRINGTON $3,610 $3,610.20 83055 L C P CHEMICALS RIVER ROAD ME ORRINGTON $1,044 $1,044.00 14640 L C P CHEMICALS P O BOX 98 NY SOLVAY $27,320 $27,320.93
JOB-RCPMO5 FNR 5/02/93 CO-CODE: 0 A G E D A C C O U N T S R E C E I V A B L E ENDING-DATE 5/01/93 PAGE# 75 S.C. CUST.# CUSTOMER ADDRESS ST. CITY 0-TO-30 31-TO-60 61-TO-90 OVER-90 TOTAL BAL-DUE 83052 L C P CHEMICALS P O BOX 98 NY SOLVAY $1,291 $1,791 $1,642 $21,139 $25,865.36 CUST. TOTAL... 1,291 1,791 1,642 53,595 58,321.14 84350 L M R P O BOX 126 LA GEISMAR $11,545 $11,545.00 CUST. TOTAL... 11,545 11,545.00 89208 LA FARGE CORPORATION 5160 MAIN STREET PA WHITEHALL $36- $36.26- CUST. TOTAL... 36- 36.26- 85270 LA ROCHE INDUSTRIES 1726 TOTAL STREET NC CHARLOTTE $495 $495.59 10803 LA ROCHE INDUSTRIES P O BOX 1629 NJ S HACKENSACK $1,712 $2,097 $3,810.20 CUST. TOTAL... 1,712 2,593 4,305.79 10201 LABBCO INCORPORATED 2903 DUPREE TX HOUSTON $893 $533 $1,426.31 CUST. TOTAL... 893 533 1,426.31 87200 LACLEDE STEEL 1 METROPOLITAN SQUARE MO SAINT LOUIS $12,637 $12,637.75 78214 LACLEDE STEEL 1175 HARBOR AVE TN MEMPHIS $223 $223.60 CUST. TOTAL... 12,861 12,861.35 85931 LACLEDE STEEL CO FAIRLESS PIPE PA FAIRLESS HILLS $1,983 $1,983.75 CUST. TOTAL... 1,983 1,983.75 66815 LAID LAW ENVIRONMENTAL LAUREL RIDGE RD LA WHITE CASTLE $535 $535.20 71453 LAID LAW ENVIRONMENTAL ROUTE 1 CLARK RD LA WHITE CASTLE $149 $149.63 78334 LAID LAW ENVIRONMENTAL P O BOX 321 SC ROEBUCK $700 $858 $1,558.50 CUST. TOTAL... 700 858 684 2,243.33 81697 LAIDLAW ENVIRONMENTAL SE 3300 CUMMINGS RD TN CHATTANODGA $137 $96 $55 $288.75 CUST. TOTAL... 137 96 55 288.75 65328 LAKE RIVER TERMINAL 5005 S HARLEM AVE IL BERWYN $275 $275.00 CUST. TOTAL... 275 275.00 89945 LALLEMAND INC 1620 RUE PREFONTAINE PO MONTREAL $294 $294.25 CUST. TOTAL... 294 294.25 57642 LAMSTEEL CORP ANDREWS AVENUE NORTH TN HARTSVILLE $1,492 $1,492.00 CUST. TOTAL... 1,492 1,492.00 C 75460 LAND-LINK TRAFFIC SERVIC 800 OCENA ROAD NJ POINT PLEASANT $2,341 $525 $1,160 $1,850 $5,876.50 CUST. TOTAL... 2,341 525 1,160 1,850 5,876.50 88801 LARRY E TYREE CO INC 208 RT 109 NY FARMINGDALE $3,255 $3,255.00 CUST. TOTAL... 3,255 3,255.00 89599 LARSON INTERMODAL P O BOX 45 TX GALENA PARK $60 $60.00 CUST. TOTAL... 60 60.00 61990 LAS VIRGENES WATER DIST 4232 LAS VIRGENES RD CA CALABASAS $416 $416.00 CUST. TOTAL... 416 416.00
JOB-RCPMO5 FNR 5/02/93 CO-CODE: 0 AGED ACCOUNTS RECEIVABLE ENDING DATE 5/01/93 PAGE #76 S.C. CUST. # CUSTOMER ADDRESS ST. CITY 0-TO-30 31-TO-60 61-TO-90 OVER-90 TOTAL BAL. DUE 03621 LATICRETE INTERNATIONAL 1 LATICRETE PARK NORTH CT BETHANY $405 $405.00 CUST. TOTAL... 405 405.00 89497 LAUGHLIN TOWING 110 SAWYER AVE NY TONAWANDA $1,269 $1,269.00 CUST. TOTAL... 1,269 1,269.00 79998 LAVO LTEE 1800 RUE DE CHAMBLY PQ MONTREAL $257 $257.50 CUST. TOTAL... 257 257.50 05397 LAWRENCE MC FADDEN 7430 STATE ROAD PA PHILADELPHIA $746 $746.94 CUST. TOTAL... 746 746.94 79240 LE CHEM 12537 SCENIC HWY LA BATON ROUGE $40 $40.00 CUST. TOTAL... 40 40.00 54773 LE JO ENTERPRISES 2 LEE BLVD PA MALVERN $569 $569.98 CUST. TOTAL... 569 569.98 04703 LEA LUMBER & PLYWOOD ROUTE 3 BOX NC WINDSOR $55 $55.00 CUST. TOTAL... 55 55.00 MI DETROIT $208 $348 $884 $1,440.00 09166 LEAR SIEGLER INC 4600 NANCY AVENUE CUST. TOTAL... 208 348 884 1,440.00 76694 LEDERLE LABORATORIES 5100 POPLAR AVENUE TN MEMPHIS $236 $131 $367.64 CUST. TOTAL... 236 131 367.64 75384 LEHIGH MARBLE PA MACUNGIE $165 $165.00 CUST. TOTAL... 165 165.00 05741 LEHIGH PORTLAND CEMENT HOKE MILL RD & LEMON ST PA YORK $27 $27.50 CUST. TOTAL... 27 27.50 11029 LEN RON MFG COMPANY 350 SO SERVICE ROAD NY MELVILLLE $574 $657 $46 $1,277.50 CUST. TOTAL... 574 657 46 1,277.50 53502 LENAPE CHEMICALS INC 210 E HIGH ST NJ BOUND BROOK $9,859 $4,948 $187 $3,180 $18,175.34 CUST. TOTAL... 9,859 4,948 187 3,180 18,175.34 65847 LES TRANSPORTS PROVOST 7887 GRENACHE ST PQ VILLE D ANJOU $260 $260.00 CUST. TOTAL... 260 260.00 28412 LESCHACO INCORPORATED RTS 1 & 9 S & INTNL WAY NJ NEWARK $506- $506.00- 00615 LESCHACO INCORPORATED 8552 KATY FREEWAY/SUITE TX HOUSTON $2,381 $720 $2,860 $12,711 $18,673.81 74319 LESCHACO INCORPORATED 8552 KATY FREEWAY TX HOUSTON $332 $332.00 24869 LESCHACO INCORPORATED 5711 SOUTH LABURNUM AVE VA RICHMOND $287 $287.50 CUST. TOTAL... 2,381 720 2,860 12,825 18,787.31 89508 LETSOS COMPANY C/O BANK ONE TX HOUSTON $40 $40.00 CUST. TOTAL... 40 40.00 46580 LEVER BROTHERS COMPANY 1200 CALUMET AVENUE $247 $247.50
JOB-RCPMO5 FNR 5/02/93 CO-CODE: 0 AGED ACCOUNTS RECEIVABLE ENDING DATE 5/01/93 PAGE #77 S.C. CUST. # CUSTOMER ADDRESS ST. CITY 0-TO-30 31-TO-60 61-TO-90 OVER-90 TOTAL BAL. DUE 44095 LEVER BROTHERS COMPANY 5300 HOLABIRD AVENUE MD BALTIMORE $2,750 $2,750.00 08147 LEVER BROTHERS COMPANY PO BOX 39 MO SAINT LOUIS $10,555 $735- $343 $10,164.43 CUST. TOTAL... 10,555 735- 3,341 13,161.93 56937 LEVER.DIV OF CANADA INC 1 SUNLIGHT PARK ROAD ON TORONTO $533 $533.75 CUST. TOTAL... 533 533.75 28608 LIBERTY SOLVENTS & CHEM 9429 RAVENNA ROAD OH TWINSBURG $445 $445.00 CUST. TOTAL... 445 445.00 81775 LIGNOTECH U. S. INC WI ROTHCHILD $275 $275.00 CUST. TOTAL... 275 275.00 87696 LILLY IND COATINGS INC 456 W ABBOTT ST IN INDIANAPOLIS $2,891 $2,891.50 CUST. TOTAL... 2,891 2,891.50 85431 LILLY INDUSTRIES INC 65 DUKE ST ON LONDON $82 $82.50 CUST. TOTAL... 82 82.50 C 86461 LINDALE MANUFACTURING PARK AVENUE GA LINDALE $3,227.00 CUST. TOTAL... 3,227.00 89893 LINDE GAS CT SUFFIELD $24 $24.68 CUST. TOTAL... 24 24.68 06425 LION OIL COMPANY 1000 MCHENRY AVENUE AR EL DORADO $1,465 $210 $1,675.81 CUST. TOTAL... 1,465 210 1,675.81 84539 LIQUID CARBONIC CDRP INDUSTRIAL MEDICAL CORP MA TEWKSBURY $6,492 $6,492.97 22738 LIQUID CARBONIC CDRP 145 SHIMERSVILLE RD PA BETHLEHEM $5,752 $5,752.50 86934 LIQUID CARBONIC CDRP 416 CENTRE ST PA STOCKERTOWN $111 $890 $1,001.63 CUST. TOTAL... 12,356 890 13,247.10 51103 LIQUID TRANSPORTERS INC PO BOX 1649 KY ASHLAND $1,535 $1,535.98 25743 LIGUIS TRANSPORTERS INC 1622 PARKER DRIVE NC CHARLOTTE $461 $461.00 CUST. TOTAL... 1,996 1,996.98 07230 LOGAN ALUMINUM U S HWY 431 KY ASHLAND $24 $1,535 $1,535.98 NC CHARLOTTE 24 $461 $461.00 CUST. TOTAL... 1,996 1996.98 89678 LOGISTICS MANAGEMENT SYS COLDBROOK ROAD ME BANGOR $150 $600 $750.00 CUST.TOTAL... 150 600 750.00 80639 LOMAS INTERNATIONAL 600 GUY PAINE ROAD GA MACON $300 $300.00 CUST. TOTAL... 300 300.00 84818 LONG ISLAND LIGHTING CO INTERNATIONAL BILLING ON NY NORTHPORT $750 $750.00 CUST. TOTAL... 750 750.00 04691 LONG ISLAND PAINT & CHEM 1 CONTINENTAL HILL NY GLENN COVE $125 $125.00 CUST. TOTAL... 125 125.00
JOB-RCPMO5 FNR 5/02/93 CO-CODE: 0 AGED ACCOUNTS RECEIVABLE ENDING DATE 5/01/93 PAGE #78 S.C. CUST. # CUSTOMER ADDRESS ST. CITY 0-TO-30 31-TO-60 61-TO-90 OVER-90 TOTAL BAL. DUE 44725 LONZA INC PO BOX 105 IL MAPLETON $275 $1,594 $1,869.80 05534 LONZA INC 17-17 ROUTE 208 NJ FAIR LAWN $3,773 $945 $267 $4,986.26 10458 LONZA INC PO BOX 4006 NJ METUCHEN $1,217 $488 $1,705.83 34820 LONZA INC 3500 TRENTON AVE PA WILLIAMSPORT $110 $110.00 CUST. TOTAL... 5,375 945 2,351 8,671.89 65202 LOPEZ I HIJOS PA LIONVILLE $100 $100.00 CUST. TOTAL... 100 100.00 44765 LORD CORPORATION PO BOX 556 PA SAEGERTOWN $55 $55.00 CUST. TOTAL... 55 55.00 54643 LOUISIANA PACIFIC STATION ROAD ME NEW LIMERICK $48 $48.00 CUST. TOTAL... 48 48.00 11971 LOXCREEN CORPORATION PO BOX 29 NC ROXBORO $27 $27.50 CUST. TOTAL... 27 27.50 00116 LIV STEEL COMPANY PO BOX 30382 OH CLEVELAND $412 $412.50 41915 LIV STEEL COMPANY ALIQUIPPA WORKS PA ALIQUIPPA $1,621 $1,621.00 54077 LIV STEEL COMPANY 4650 SECOND STREET PA PITTSBURGH $27 $82 $110.00 CUST. TOTAL... 1,648 495 2,143.50 03069 LUBRICATING SPECIALTIES 8015 PARAMOUNT BLVD CA PICO RIVERA $10,718 $10,718.15 CUST. TOTAL... 10,718 10,718.15 00924 LUBRIZOL CORPORATION PO BOX 30382 OH CLEVELAND $276 $276.00 26669 LUBRIZOL CORPORATION 155 FREEDOM RD OH PAINESVILLE $1,127 $100 $1,227.50 10037 LUBRIZOL CORPORATION 5800 THOROLD STONE RD ON NIAGARA FALLS $1,035 $41,035.23 47580 LUBRIZOL CORPORATION PO BOX 158 TX DEER PARK $82 $82.50 CUST. TOTAL... 1,210 1,035 376 2,621.23 05920 LUDLOW CORPORATION 2100 COMMERCE DRIVE OH FREMONT $390 $390.00 CUST. TOTAL... 390 390.00 47770 LYMAN PRINT & FINISHING ACCOUNTING DEPT SC LYMANN $705 $705.00 CUST. TOTAL... 705 705.00 78433 LYONDELL PETRO CHEM CO 8280 SHELDON RD TX CHANNELVIEW $227 $227.50 06319 LYONDELL PETRO CHEM CO PO BOX 802 TX HOUSTON $27 $27.50 69523 LYONDELL PETRO CHEM CO 12000 LAWNDALE AVE TX HOUSTON $2,912 $5,274 $8,186.70 CUST. TOTAL... 227 2,939 5,274 8,441.70 52850 M & M MARS HIGH STREET NJ HACKETTSTOWN $14,147 $646- $13,501.55 CUST. TOTAL... 14,147 646- 13,501.55 07446 M A BRUDER & SONS 52ND & GRAYS FERRY PA PHILADELPHIA $55 $55.00 CUST. TOTAL... 55 55.00 88025 M I DRILLING HALLIBRUTON RD & MCDERMO LA VENICE $8,061 $8,061.75 CUST. TOTAL... 8,061 8,061.75
JOB-RCPMO5 FNR 5/02/93 CO-CODE 0 A G E D A C C O U N T S R E C E I V A B L E ENDING-DATE 5/01/93 PAGE# 79 S.C. CUST.# CUSTOMER ADDRESS ST. CITY 0-TO-30 31-TO-60 61-TO-90 OVER-90 TOTAL BAL-DUE 16792 MI DRILLING FLUIDS COMP P O BOX 589 TX HOUSTON $5,077 $5,077.36 CUST TOTAL... 5,077 5,077.36 48140 M I HOLDINGS 223 WEST SIDE AVE NJ JERSEY CITY $960- $960.75- CUST TOTAL... 960- 960.75- 46215 MAC DERMID INC 526 HUNTINGDON AVENUE CT WATERBURY $105 $105.04 CUST TOTAL... 105 105.04 58900 MAC TAC CANADA LTD 100 KENNEDY ROAD SOUTH ON BRAMPTON $460 $460.00 CUST TOTAL... 460 460.00 80195 MACK TRUCKING INC 7125 PRCHARD LAKE ROAD MI W BLOOMFIELD $3,332 $442 $3,774.84 CUST TOTAL... 3,332 442 3,774.84 75195 MACTAC 4560 DARROW ROAD OH STOW $330 $330.00 CUST TOTAL... 330 330.00 80139 MAERSK CONTAINER P O BOX 880 NJ MADISON $1,874 $1,874.64 CUST TOTAL... 1,874 1,874.64 77205 MAGNATEK ELECTRIC INC 400 S PRAIRIE AVE WI WAUKESHA $1,288 $1,288.05 CUST TOTAL... 1,288 1,288.05 90061 MAGNETEK ELECTRIC INC C/O PACIFIC GAS & ELEC CA FRENCH CAMP $1,270 $1,270.58 CUST TOTAL... 1,270 1,270.58 81287 MAINE PLASTICS INC OFF ROUTE 122 ME POLAND SPRING $467 $467.50 CUST TOTAL... 467 467.50 06785 MAJOR PAINT & VARNISH 4300 WEST 190TH STREET CA TORRANCE $165 $165.00 CUST TOTAL... 165 165.00 48090 MALCO PRODUCTS 361 FAIRVIEW AVE OH BARBERTON $803 $803.50 CUST TOTAL... 803 803.50 88734 MALETTE KRAFT PULP & PAP P O BOX 310 ON SMOOTH ROCK FA $5,031 $5,031.59 CUST TOTAL... 5,031 5,031.59 67288 MALLINCKRODT INC 3440 NORTH BROADWAY BLD MO SAINT LOUIS $5,349 $5,349.74 46485 MALLINCKRODT INC 8801 N BLVD NC RALEIGH $192 $192.50 06852 MALLINCKRODT INC 1707 GASKELL AVENUE PA ERIE $516 $516.50 CUST TOTAL... 6,058 6,058.74 08884 MANHATTAN PRODUCTS 333 STARKE ROAD NJ CARLSTADT $110 $55 $165.00 CUST TOTAL... 110 55 165.00 48400 MANLEY REGAN CHEMICAL P O BOX 391 PA MIDDLETOWN $46- $46.00- CUST TOTAL... 46- 46.00- 48350 MANNINGTON MILLS INC P O BOX 30 NJ SALEM $27 $27.50 CUST TOTAL... 27 27.50
JOB-RCPMO5 FNR 5/02/93 CO-CODE 0 A G E D A C C O U N T S R E C E I V A B L E ENDING-DATE 5/01/93 PAGE# 80 S.C. CUST.# CUSTOMER ADDRESS ST. CITY 0-TO-30 31-TO-60 61-TO-90 OVER-90 TOTAL BAL-DUE 24368 MAPCO PETROLEUM INC 543 WEST MALLORY AVENUE TN MEMPHIS $425 $96 $521.45 CUST TOTAL... 425 96 521.45 10552 MARCAL PAPER MARKET STREET NJ ELMWOOD PARK $90 $494 $584.50 CUST TOTAL... 90 494 584.50 68221 MARCHEM PLASTICS 400 N MIAN STREET GA ADAIRSVILLE $55 $55.00 CUST TOTAL... 55 55.00 70464 MARSULEX 111 GORDON BAKER RD ON NORTH YORK $4,583 $1,606 $110 $244 $6,544.35 CUST TOTAL... 4,583 1,606 110 244 6,544.35 22667 MARTIN MARIETTA CORP SANDLAKE ROAD FL ORLANDO $75 $75.00 75119 MARTIN MARIETTA CORP P O BOX 4006 NJ METUCHEN $11,415 $1,276 $872- $11,818.84 CUST TOTAL... 11,415 1,276 797- 11,893.84 17586 MARTIN SURFACING & DECKI 2601 RIVER ROAD NJ CINNAMINSON $27 $2,437 $2,464.50 CUST TOTAL... 27 2,437 2,464.50 89480 MASON METALS P O BOX 38 IN SCHERERVILLE $192 $192.50 CUST TOTAL... 192 192.50 84153 MASONITE CORP P O BOX 99 ME LISBON FALLS $1,225 $1,225.89 CUST TOTAL... 1,225 1,225.89 47095 MASONITE CORPORATION P O BOX 311 PA TOWANDA $302 $208 $510.50 CUST TOTAL... 302 208 510.50 17251 MASTER BUILDERS 1810 NORTHWESTERN AVE IL GURNEE $3,650 $3,650.00 25245 MASTER BUILDERS 23700 CHAGRIN BLVD OH CLEVELAND $6,996 $6,996.00 CUST TOTAL... 10,646 10,646.00 78451 MASTERPAK SA DE CV S PLANTA REYPRINT MX MONTERREY $210- $210.00- 78453 MASTERPAK SA DE CV S PLANTA CELOREY MX MONTERREY NL $2,790 $2,790.00 78454 MASTERPAK SA DE CV S PLANTA PROPIREY MX MONTERREY NL $1,134 $1,134.70 12934 MASTERPAK SA DE CV S PLANTA CELOREY TX LAREDO $280 $280.00 57254 MASTERPAK SA DE CV S PLANTA REYPRINT TX LAREDO $810 $810.00 CUST TOTAL... 280 2,790 1,734 4,804.70 82649 MATCHLESS METALPOLISH 840 W 49TH PLACE IL CHICAGO $137 $137.50 CUST TOTAL... 137 137.50 88694 MATERIAL RESOURCES INC BOX 499 NY CLIFTON PARK $695 $695.00 CUST TOTAL... 695 695.00 54213 MATHCO CO 3855 E 78TH STREET OH CLEVELAND $451- $451.00- CUST TOTAL... 451- 451.00- 16894 MATHIESON GAS CONALCO RD/BOX 321 TN NEW JOHMSONVIL $200 $600 $800.00 CUST TOTAL... 200 600 800.00 62372 MATLACK INC 22422 S ALAMEDA CA LONG BEACH $526 $558 $531 $52- $1,563.76
JOB-RCPMO5 FNR 5/02/93 CO-CODE 0 A G E D A C C O U N T S R E C E I V A B L E ENDING-DATE 5/01/93 PAGE# 81 S.C. CUST.# CUSTOMER ADDRESS ST. CITY 0-TO-30 31-TO-60 61-TO-90 OVER-90 TOTAL BAL-DUE 66424 MATLACK INC 2760 GOODRICK AVENUE CA RICHMOND $13,648 $6,517 $50 $20,216.91 64341 MATLACK INC 2200 CONCORD PIKE DE WILMINGTON $1,586 $1,586.60 CUST TOTAL... 14,175 7,075 531 1,584 23,367.27 82572 MATTEL INC 1775 SOUTH CARRILLO RD TX LAREDO 6,560 $2,920 $9,480.00 CUST TOTAL... 6,560 2,920 9,480.00 89067 MATYHY CONSTRUCTION 915 COMMERCIAL COURT WI ONALASKA $247 $247.50 CUST TOTAL... 247 247.50 77817 MAYCO OIL & CHEMICAL CO 775 LOUIS DR PA WARMINSTER $2,822 $6,473 $9,295.85 CUST TOTAL... 2,822 6,473 9,295.85 50060 MAYO CHEMICAL COMPANY 5544 OAKDALE ROAD SE GA SMYRNA $82 $82.50 CUST TOTAL... 82 82.50 60751 MAZDA MOTO MFG 1 MAZDA DRIVE MI FLAT ROCK $45- $45.00- CUST TOTAL... 45- 45.00- 15903 MC DONNELL DOUGLAS CORP MC DONNEL BLVD MO HAZELWOOD $63 $63.00 CUST TOTAL... 63 63.00 62435 MC GRAW EDISON COMPANY 80 BURSON ST PA E STROUDSBURG $585 $585.77 CUST TOTAL... 585 585.77 11334 MC NEIL CPC CAMPHILL ROAD PA FORT WASHINGTO $5,886 $5,886.90 CUST TOTAL... 5,886 5,886.90 04588 MC WHORTER INC 400 E COTTAGE PLACE IL CARPENTERSVILL $27 $27.50 CUST TOTAL... 27 27.50 27286 MCCOLL FRONTENAC INC 1210 SHEPHARD AVE ON N YORK $183- $183.60- CUST TOTAL... 183- 183.60- 12214 MCLAUGHLIN GORMLEY 8810 TENTH NORTH MN MINNEAPOLIS $2,911 $2,911.50 CUST TOTAL... 2,911 2,911.50 07973 MEAD COATED BOARD INC P O BOX 940 AL PHENIX CITY $375 $375.00 CUST TOTAL... 375 375.00 51000 MEAD CORPORATION P O BOX 2500 OH CHILLICOTHE $2,209 $125- $2,084.41 CUST TOTAL... 2,209 125- 2,084.41 71158 MEAD INK PRODUCTS 104 NATIONAL DRIVE AL ANNISTON $200 $200.00 CUST TOTAL... 200 200.00 82610 MEAD PRODUCTS MAIN ST & BARREE RD PA ALEXANDRIA $55 $55.00 CUST TOTAL... 55 55.00 08729 MEDINA FORWARDING COMPAN 488 REGAL ROAD TX BROWNSVILLE $650 $650.00 CUST TOTAL... 650 650.00
JOB - RCPO5 FNR 5/02/93 CO-CODE: 0 A G E D A C C O U N T S R E C E I V A B L E ENDING-DATE 5/01/93 PAGE# 82 S.C. CUST# C U S T O M E R A D D R E S S ST. CITY 0-TO-30 31-TO-60 61-TO-90 OVER-90 TOTAL BAL-DUE 73066 MEGALOID LABORATORIES 120 TRADERS BLVD EAST ON MISSISSAUGA $598 $598.00 CUST. TOTAL... 598 598.00 20593 MEIER STONE COMPANY RT 206 & GOLD MINE RD NJ FLANDERS $58 $58.50 CUST. TOTAL... 58 58.50 88082 MENNEN CO LTD 6400 NORTHWEST DRIVE ON MISSISSAUGA $27 $82 $110.00 CUST. TOTAL... 27 82 110.00 47525 MENNEN COMPANY P O BOX 2372 NJ MORRISTOWN $82 $82.50 CUST. TOTAL... 82 82.50 47525 MERCK & COMPANY INC 3517 RADIUM SPRINGS ROAD GA ALBANY $31,810 $31,810.94 77973 MERCK & COMPANY INC 555 ROUTE 1 SOUTH NJ ISELIN $123 $275 $137 $536.25 51490 MERCK & COMPANY INC P O BOX 2000 NJ RAHWAY $22,949 $18,395 $1,112 $42,456.56 82910 MERCK & COMPANY INC P O BOX 2000 NJ RAHWAY $2,160 $2,160.00 51500 MERCK & COMPANY INC RIVERSIDE PA DANVILLE $440 $192 $587 $1,220.00 51510 MERCK & COMPANY INC P O BOX 7 VA ELKTON $2,707 $2,707.60 CUST. TOTAL... 55,323 21,295 275 3,997 80,891.35 76774 MERICHEM COMPANY P O BOX 40777 AL TUSCALOOSA $2,432 $2,432.11 51460 MERICHEM COMPANY 1914 HADEN RD TX HOUSTON $55 $9,245 $302 $9,603.18 CUST. TOTAL... 55 11,677 302 12,305.29 85195 MERRAND INTERNATIONAL 187 BALLARD VALE STREET MA WILMINGTON $2,860 $479- $2,381.00 CUST. TOTAL... 2,860 $479- 2,381.00 89367 MET ELECTRIC TESTING CO 916 W PATAPSCO AVENUE MD BALTIMORE $610 $1,669 $2,279.25 CUST. TOTAL... 610 1,669 2,279.25 23126 METAL WORKING LUBRICANTS 25 SILVERDOME INDUSTRIAL MI PONTIAC $1,155 $1,045 $192 $3,858 $6,250.50 CUST. TOTAL... 1,155 1,045 192 3,858 6,250.50 51610 METALPLATE GALVANIZING I P O BOX 966 AL BIRMINGHAM $815- $815.32- 47665 METALPLATE GALVANIZING I 500 SELIG DRIVE S W GA ATLANTA $14,368 $3,592 $48 $18,008.00 CUST. TOTAL... 14,368 3,592 767- 17,192.68 00385 METROPOLITAN EDISON CO P O BOX 230 PA PORTLAND $427 $427.96 CUST. TOTAL... 427 427.96 87839 METROPOLITAN ENVIRONMENT ATTN ACCOUNTS PAYABLE OH CELINA $2,251 $2,251.67 CUST. TOTAL... 2,251 2,251.67 89947 MEUSCA & INTERNATIONAL F TX BROWNSVILLE $450 $450.00 CUST. TOTAL... 450 450.00 22441 MFG CHEMICAL & SUPPLY P O BOX 4359 GA DALTON $343 $343.75 CUST. TOTAL... 343 343.75 01667 MICHELIN TIRE AMERICAS S P O BOX 308 SC SANDY SPRINGS $99 $1,934 $2,033.99 CUST. TOTAL... 99 1,934 2,033.99
JOB - RCPO5 FNR 5/02/93 CO-CODE: 0 A G E D A C C O U N T S R E C E I V A B L E ENDING-DATE 5/01/93 PAGE# 83 S.C. CUST# C U S T O M E R A D D R E S S ST. CITY 0-TO-30 31-TO-60 61-TO-90 OVER-90 TOTAL BAL-DUE 82896 MICHELIN TIRES 100 GRANTON ROAD NS GRANTON $407 $357 $765.00 CUST. TOTAL... 407 357 765.00 17987 MICHELMAN INC 9089 SHELL ROAD OH CINCINNATI $262 $262.50 CUST. TOTAL... 262 262.50 61463 MICHIGAN PAPERBOARD CO 79 E FOUNTAIN ST MI BATTLE CREEK $82 $426 $508.75 CUST. TOTAL... 82 426 508.75 89021 MID MONROE PETROLEUM CO P O BOX 1158 PA MARSHALLS CREE $3,100 $3,100.31 CUST. TOTAL... 3,100 3,100.31 11906 MID SOUTH WIRE COMPANY P O BOX 491 TN NASHVILLE $574 $574.87 CUST. TOTAL... 574 574.87 86127 MID STATE OIL COMPANY 1824 S MAIN ST NC LEXINGTON $950 $950.40 CUST. TOTAL... 950 950.40 14919 MID STATES CHEMICAL CO P O BOX 430 PA ALTOONA $6,876 $2,704 $9,581.38 CUST. TOTAL... 6,876 2,704 9,581.38 00459 MID-CONTINENT 8230 FORSYTH BLVD MO SAINT LOUIS $17,173 $117 $17,291.00 CUST. TOTAL... 17,173 117 17,291.00 51850 MIDDLETOWN ICE & COAL P O BOX 175 PA MIDDLETOWN $293 $880 $99 $1,273.08 CUST. TOTAL... 293 880 99 1,273.08 74334 MIDWEST INDUSTRIAL SUPPL P O BOX 8431 OH CANTON $27 $27.50 CUST. TOTAL... 27 27.50 86109 MIGUEL SALINAS FWG 3535 E 14TH ST TX BROWNSVILLE $900 $900.00 CUST. TOTAL... 900 900.00 74731 MIKI SANGYO 747 3RD AVE NY NEW YORK $1,764 $1,764.00 CUST. TOTAL... 1,764 1,764.00 09841 MILES INC MOBAY ROAD PA PITTSBURGH $202,912 $50,206 $12,058 $18,218 $283,395.81 53100 MILES INC MOBAY ROAD PA PITTSBURGH $644,657 $24,212 $5,152 $3,974 $677,997.61 15655 MILES INC P O BOX 10288 SC BUSHY PARK $2,473 $1,513 $3,987.25 52970 MILES INC 8500 WEST BAY RD TX BAYTOWN $69,479 $33,508 $1,760 $62,670 $167,417.00 77612 MILES INC 8500 WEST BAY RD TX BAYTOWN $10,891 $10,627 $5,408 $5,830 $33,057.97 85366 MILES INC 8500 WEST BAY RD TX BAYTOWN $53,885 $29,380 $83,265.50 48455 MILES INC RT 2 WV NATRIUM $790 $165 $955.00 CUST. TOTAL... 984,299 149,448 25,469 90,858 1,250,075.64 00570 MILLER BREWING COMPANY CORDELE ROAD GA ALBANY $137 $137.50 CUST. TOTAL... 137 137.50 02798 MILLER PLUMBING & HEATIN 114 CHURCH STREET PA WHITE HAVEN $454 $454.50 CUST. TOTAL... 454 454.50 52550 MILLIKEN & COMPANY P O BOX 817 SC INMAN $1,800 $1,714 $3,539 $7,054.08 CUST. TOTAL... 1,800 1,714 3,539 7,054.08
JOB - RCPO5 FNR 5/02/93 CO-CODE: 0 A G E D A C C O U N T S R E C E I V A B L E ENDING-DATE 5/01/93 PAGE# 84 S.C. CUST# C U S T O M E R A D D R E S S ST. CITY 0-TO-30 31-TO-60 61-TO-90 OVER-90 TOTAL BAL-DUE 65448 MILPARK DRILLING P O BOX 22111 TX HOUSTON $577 $577.50 CUST. TOTAL... 577 577.50 85621 MILTON PLASTICS 82 DARLING STREET MA SPRINGFIELD $1,409 1,409.50 CUST. TOTAL... 1,409 1,409.50 88817 MINCHEM CANADA LTD 460 WYECROFT ON OAKVILLE $462 $462.00 CUST. TOTAL... 462 462.00 01709 MINE SAFETY APPLIANCE R D 2 PA EVANS CITY $27 $27.50 CUST. TOTAL... 27 27.50 75341 MINNESOTA MINING & MFG C HWY 78 E AL GUIN $45 $45.00 52690 MINNESOTA MINING & MFG C HWY 84 NORTH IL CORDOVA $110 $110.00 14354 MINNESOTA MINING & MFG C COUNTY ROAD & HWY 61 S MN COTTAGE GROVE $82 $82.50 33580 MINNESOTA MINING & MFG C 305 SAWYER AV/O-CEL-O PL NY TONAWANDA $100 $100.00 CUST. TOTAL... 237 100 337.50 50156 MISCO PRODUCTS CORPORATI RD #9 BOX 9155 PA READING $1,768 $1,768.25 CUST. TOTAL... 1,768 1,768.25 78684 MISTRAL TRADE CORPORATIO 1502 AUGUSTA DRIVE TX HOUSTON $560 $560.00 CUST. TOTAL... 560 560.00 73651 MITSUI OSK LINES HARBOR SIDE FINANCIAL CE NJ JERSEY CITY $3,266 3,266.60 CUST. TOTAL... 3,266 3,266.60 05589 MOBIL CHEMICAL CORP 495 LORDSHIP BLVD CT STRATFORD $514 $4,692 $5,206.94 69108 MOBIL CHEMICAL CORP P O BOX 2295 TX BEAUMONT $440 $27 $467.50 CUST. TOTAL... 954 27 4,692 5,674.44 66903 MOBIL CHEMICAL CORPORATION CHEMICAL PRODUCTS DIVISI NJ EDISON $2,193 $990 $7,117 $3,334 $13,635.25 89568 MOBIL CHEMICAL CORPORATION P O BOX 2295 NJ EDISON $3,982 $3,982.50 CUST. TOTAL... 2,193 4,972 7,117 3,334 $17,617.75 27679 MOBIL CHEMICAL CORPORATION P O BOX 58863 CA LOS ANGELES $1,163 $1,163.40 71649 MOBIL CHEMICAL CORPORATION OLD RIVER RD LA CHALMETTE $265 $137 $249 $651.50 67515 MOBIL CHEMICAL CORPORATION 580 CHELSEA ST MA BOSTON $4,545 $4,545.50 75490 MOBIL CHEMICAL CORPORATION 1001 BILLINGSPORT RD NJ PAULSBORO $884 $30 $3,684 $4,598.04 15086 MOBIL CHEMICAL CORPORATION P O BOX 839 PA VALLEY FORGE $4,787 $8,062 $592 $889 $14,331.59 75330 MOBIL CHEMICAL CORPORATION P O BOX 3311* TX BEAUMONT $4,436 $4,436.40 57068 MOBIL CHEMICAL CORPORATION 3225 GALLOWS ROAD VA FAIRFAX $2,194 $2,194.00 CUST. TOTAL... 8,130 12,745 622 10,421 31,920.43 61224 MOBIL PROCESS TECHNOLOGY 2070 AIRWAYS BOULEVARD TN MEMPHIS $1,801 $1,801.60 CUST. TOTAL... 1,801 1,801.60 64003 MOBIL RESEARCH CENTER 1001 BILLINGS PORT RD NJ PAULSBORO $173 $173.25 CUST. TOTAL... 173 173.25 89456 MOCK ROUSOURCES 5 PARK PLAZA CA IRVINE $1,294 $1,294.00 CUST. TOTAL... 1,294 1,294.00
JOB-RCPMO5 FNR 5/02/93 CO-CODE: 0 A G E D A C C O U N T S R E C E I V A B L E ENDING-DATE 5/01/93 PAGE# 85 S.C. CUST.# CUSTOMER ADDRESS ST. CITY 0-TO-30 31-TO-60 61-TO-90 OVER-90 TOTAL BAL-DUE 86940 MODERN TOOL & DYE 5389 WEST 130TH ST OH CLEVELAND $1,952 $1,941 $3,893.56 CUST. TOTAL .... 1,952 1,941 3,893.56 75363 MONA INDUSTRIES 445 ROUTE 304 NY BARDONIA $27 $333 $361.00 CUST. TOTAL .... 27 333 361.00 57957 MONONGAHELA POWER COMPAN 1310 FAIRMONT AVE WV FAIRMONT $8,376 $8,379.11 CUST. TOTAL .... 8,376 8,379.11 74268 MONROE AUTO EQUIPMENT P O BOX 1230 IL LANSING $1,444 $32 $1,476.60 CUST. TOTAL .... 1,444 32 1,476.60 49335 MONSANTO CANADA INC 425 ST PATRICK STREET PQ LA SALLE $55 $357 $3,048 $3,460.51 CUST. TOTAL .... 55 357 3,048 3,460.51 85038 MONSANTO CHEMICAL COMPAN P O BOX 14307 MO SAINT LOUIS $400- $400.00- CUST. TOTAL .... 400- 400.00- 53880 MONSANTO COMPANY 300 BIRMINGHAM HWY AL ANNISTON $714 $714.75 90014 MONSANTO COMPANY 300 BIRMINGHAM HWY AL ANNISTON $12,627 $12,627.17 53610 MONSANTO COMPANY COURTLAND HIGHWAY AL DECATUR $4,511 $1,097 $5,609.34 03310 MONSANTO COMPANY 1778 MONSANTO WAY CA MARTINEZ $82 $82.50 15016 MONSANTO COMPANY 1610 MARVIN GRIFFIN RD GA AUGUSTA $865 $27- $837.50 53800 MONSANTO COMPANY HIGHWAY 18 RIVER RD --- LA LULING $4,300 $25 $4,325.48 07939 MONSANTO COMPANY 200 SHENANOGAH ST MO SAINT LOUIS $27 $247- $220.00- 53490 MONSANTO COMPANY P O BOX 17627 MO SAINT LOUIS $79,620 $9,212 $1,204 $6,864 $96,902.39 58407 MONSANTO COMPANY P O BOX 14307 MO SAINT LOUIS $4,477 $792 $825 $6,094.70 63354 MONSANTO COMPANY 8201 IDAHO AVE MO SAINT LOUIS $556 $556.00 78586 MONSANTO COMPANY 800 N LINDBERGH BLVD MO SAINT LOUIS $453 $450 $112- $790.65 82790 MONSANTO COMPANY 800 N LINDBERGH BLVD MO SAINT LOUIS $5,060 $257 $5,318.50 89567 MONSANTO COMPANY P O BOX 14309 MO SAINT LOUIS $5,050 $5,050.00 04651 MONSANTO COMPANY P O BOX 2307 NC FAYETTEVILLE $55 $55.00 86361 MONSANTO COMPANY POWELL DUFFRYN TERMINALS NJ BAYONNE $55- $55.00- 53470 MONSANTO COMPANY DELAWARE RIVER PLANT NJ BRIDGEPORT $283 $26 $309.00 82950 MONSANTO COMPANY 52 OREGON AVENUE PA PHILADELPHIA $55 $130 $137 $322.50 53530 MONSANTO COMPANY FR ROAD 2917 TX ALVIN $3,697 $3,697.39 53520 MONSANTO COMPANY 1 MONSANTO ROAD WV NITRO $3,652 $197 $178 $4,028.37 CUST. TOTAL .... 124,535 12,718 1,203 8,588 147,046.24 72565 MONSEY PRODUCTS COMPANY 430 HUDSON RIVER ROAD NY WATERFORD $1,037 $1,307.00 49405 MONSEY PRODUCTS COMPANY P O BOX 368 PA KIMBERTON $2,482 $2,482.79 CUST. TOTAL .... 3,519 3,519.79 87131 MONTGOMERY INTERMODAL 71 W UWCHLAN AVE PA EXTON $79 $79.00 CUST. TOTAL .... 79 79.00 54110 MONTGOMERY TANK LINES 3108 CENTRAL DRIVE FL PLANT CITY $781- $781.33- CUST. TOTAL .... 781- 781.33- 89830 MOORE ASPHALT CO P O BOX 173 TX TYLER $80 $80.00 CUST. TOTAL .... 80 80.00
JOB-RCPMO5 FNR 5/02/93 CO-CODE: 0 A G E D A C C O U N T S R E C E I V A B L E ENDING-DATE 5/01/93 PAGE# 86 S.C. CUST.# CUSTOMER ADDRESS ST. CITY 0-TO-30 31-TO-60 61-TO-90 OVER-90 TOTAL BAL-DUE 08873 MORTON CHEMICAL COMPANY 430 FINDLEY AVENUE ON AJAX $3,480 $1,319 $4,799.44 CUST. TOTAL .... 3,480 1,319 4,799.44 06674 MORTON INT'L SPECIALITY 2700 EAST 170TH STREET IL LANSING $777 $777.68 66373 MORTON INT'L SPECIALITY 560 W WASHINGTON BLVD IL CHICAGO $1,989 $1,989.60 83338 MORTON INT'L SPECIALITY 5724 ELSER FERRY ROAD MS PASCAGOULA $605 $605.00 69124 MORTON INT'L SPECIALITY 137 FOLLY MILL RD NH SEABROOK $55 $55.00 CUST. TOTAL .... 2,767 55 605 3,427.28 80014 MORTON INTERNATIONAL 1430 JERSEY AVENUE NJ NORTH BRUNSWIC $651 $651.02 54207 MORTON INTERNATIONAL 333 MC LEAN BLVD NJ PATERSON $471 $334 $1,290 $2,095.50 CUST. TOTAL .... 1,122 334 1,290 2,746.52 54250 MORTON SALT COMPANY 44 RIBAUD AVENUE E NY SILVER SPRINGS $110- $110.00- CUST. TOTAL .... 110- 110.00- 75129 MORTON THIOKOL 2000 WEST STREET OH CINCINNATI $192 $192.50 CUST. TOTAL .... 192 192.50 83739 MOTOR OILS LTD 7601 WEST 47TH ST IL MCCOOK $825 $825.00 CUST. TOTAL .... 825 825.00 71920 MOUNT CLEMENS COATING IN 400 GROESBECK HIGHWAY MI MOUNT CLEMENS $22- $22.68- CUST. TOTAL .... 22- 22.68- 00286 MOZEL CHEMICAL 4003 PARK AVENUE MO SAINT LOUIS $220 $220.00 CUST. TOTAL .... 220 220.00 69835 MTM HARDWICKE INC 2114 LARRY JEFFERS ROAD SC ELGIN $475 $475.00 CUST. TOTAL .... 475 475.00 80113 MULTI CHEM INC 1205 AMPERE PQ BOUCHERVILLE $14,573 $5,557 $819 $2,521 $23,471.78 CUST. TOTAL .... 14,573 5,557 819 2,521 23,471.78 83865 MULTI-CHEMICAL PROD INC 10880 POPULAR AVE CA FONTANTA $45 $90 $135.00 CUST. TOTAL .... 45 90 135.00 77692 MULTICHEM INC PQ VALLEYFIELD $556 $556.40 CUST. TOTAL .... 556 556.40 60602 MURPHY OIL USA INC 2500 ST BERNARD WAY LA MERAUX $1,020 $1,020.00 CUST. TOTAL .... 1,020 1,020.00 79365 N R G BARRIERS 1215 W DAVEY ST IN BREMEN $27 $27.50 66194 N R G BARRIERS 15 LUND ROAD ME SACO $1,737 $1,737.50 CUST. TOTAL .... 1,765 1,765.00 86527 N W L TRANSFORMERS INC P O BOX 1259 NJ SOMERVILLE $2,412 $2,412.64 CUST. TOTAL .... 2,412 2,412.64 55480 NABISCO INCORPORATED 2211 ROUTE 208 NJ FAIRLAWN $13,455 $556 $14,011.90 CUST. TOTAL .... 13,455 556 14,011.90
JOB-RCPMO5 FNR 5/02/93 CO-CODE: 0 A G E D A C C O U N T S R E C E I V A B L E ENDING-DATE 5/01/93 PAGE# 87 S.C. CUST.# CUSTOMER ADDRESS ST. CITY 0-TO-30 31-TO-60 61-TO-90 OVER-90 TOTAL BAL-DUE 84398 NACAN PRODUCTS 60 WEST AVENUE ON BRAMPTON $220 $27 $27 $137 $412.50 07703 NACAN PRODUCTS 50 MARIE VICTORIAN PQ BOUCHERVILLE $1,207 $1,207.50 CUST. TOTAL .... 220 27 27 1,345 1,620.00 62913 NALCO CHEMICAL COMPANY ONE NALCO CENTER IL NAPERVILLE $1,500 $380 $1,880.00 82364 NALCO CHEMICAL COMPANY INTERNATIONAL DIVISION IL NAPERVILLE $2,308 $2,308.48 64730 NALCO CHEMICAL COMPANY 405 EAST 78TH STREET MN BLOOMINGTON $20,988 $20,988.30 21654 NALCO CHEMICAL COMPANY 1927 NOLTE DRIVE NJ PAULSBORO $885 $885.00 54710 NALCO CHEMICAL COMPANY 7701 HIGHWAY 90-A TX SUGARLAND $1,798 $1,798.50 CUST. TOTAL .... 27,480 380 27,860.28 70873 NALCOMEX TX LAREDO $140 $140.00 86030 NALCOMEX C/O RAVISA TX LAREDO $180 180.00 CUST. TOTAL .... 320 320.00 87787 NASCOTE INDUSTRIES INC 106 EAST ST LOUIS ST IL NASHVILLE $2,844 $2,844.35 CUST. TOTAL .... 2,844 2,844.35 85856 NASH SALVAGE COMPANY 10680 SILICON AVE CA MONTCLAIR $2,669 $2,669.80 CUST. TOTAL .... 2,669 2,669.80 04066 NASHUA CORPORATION P O BOX 3001 NH MERRIMACK $120 $120.00 CUST. TOTAL .... 120 120.00 90147 NATIONAL AUTO/TRUCKSTOPS 1650 E GOLF RD IL SHAUMBURG $9,847 $9,847.38 CUST. TOTAL .... 9,847 9,847.38 55450 NATIONAL CHEMICAL LAB. 401 N 10TH STREET PA PHILADELPHIA $110 $2,375 $2,485.50 CUST. TOTAL .... 110 2,375 2,485.50 26697 NATIONAL COATINGS CO 254 BEECH STREET MA ROCKLAND $522 $522.50 CUST. TOTAL .... 522 522.50 80111 NATIONAL FOAM CUSHON MFG P O BOX 820865 TX N RICHLAND HIL $40 $40.00 CUST. TOTAL .... 40 40.00 50145 NATIONAL GYPSUM COMPANY 1414 EAST HADLEY AZ PHOENIX $82 $82.50 82227 NATIONAL GYPSUM COMPANY GOLD BOND BLDG PRODUCTS NJ BURLINGTON $1,673 $1,673.90 CUST. TOTAL .... 1,673 82 1,756.40 66834 NATIONAL PIPE CO P O BOX 714 NY BINGHAMTOM $110 $110.00 CUST. TOTAL .... 110 110.00 01658 NATIONAL SOLVENTS 955 WEST SMITH ROAD OH MEDINA $25 $25.00 CUST. TOTAL .... 25 25.00 55910 NATIONAL STARCH & CHEM C P O BOX 13669 GA ATLANTA $200 $25 $225.00 55880 NATIONAL STARCH & CHEM C P O BOX 197 IL MEREDOSIA $137 $137.50 05201 NATIONAL STARCH & CHEM C 225 BELLEVILLE AVENUE NJ BLOOMFIELD $260 $260.00 74785 NATIONAL STARCH & CHEM C 10 FINDERNE * NJ BRIDGEWATER $180 $931 $18 $388 $1,518.65 87805 NATIONAL STARCH & CHEM C 10 FINDERNE * NJ BRIDGEWATER $3,660 $3,660.61 55950 NATIONAL STARCH & CHEM C 1735 W FRONT STREET NJ PLAINFIELD $1,004 $1,004 $2,008.00
JOB-RCPMO5 FNR 5/02/93 CO-CODE: 6 A G E D A C C O U N T S R E C E I V A B L E ENDING-DATE 5/01/93 PAGE# 88 S.C. CUST.# CUSTOMER ADDRESS ST. CITY 0-TO-30 31-TO-60 61-TO-90 OVER-90 TOTAL BAL-DUE 55890 NATIONAL STRACH & CHEM C 105 EMPIRE DRIVE NY W SENECA $1,000 $125 $1,125.00 03522 NATIONAL STRACH & CHEM C P O BOX 818019 OH CLEVELAND $37,589 $3,576 $2,799 $43,964.43 54786 NATIONAL STRACH & CHEM C P O BOX 81119 OH CLEVELAND $25,220 $167 $55 $1,484 $26,926.50 03409 NATIONAL STRACH & CHEM C P O BOX 578 SC WOODRUFF $220 $412 $632.50 11833 NATIONAL STRACH & CHEM C 4035 SENATOR STREET TN MEMPHIS $330 $150 $480.00 16472 NATIONAL STRACH & CHEM C 2410 CHARLES CITY RD VA RICHMOND $2,283 $137 $2,420.75 79895 NATIONAL STRACH & CHEM C 500 W MARQUETTE AVE WI OAK CREEK $15,624 $843 $16,488.20 CUST. TOTAL... 87,709 6,354 223 5,540 99,827.14 78948 NAVISTAR INTERNATIONAL C PP O BOX 1902 IL HOMEWOOD $1,655 $2,763 $827 $855 $6,101.00 84677 NAVISTAR INTERNATIONAL C PC/O TRANZACT SYSTEMS LTD IL HOMEWOOD $18,200 $431 $1,300 $55 $19,986.00 CUST. TOTAL... 19,855 3,194 2,127 910 20,087.00 60898 NED LLOYD MARINE TWO JOURNAL SQUARE PLAZA NJ JERSEY CITY $5,673- $5,673.00- CUST. TOTAL... 5,673- 5,673.00- 77690 NEITA CHEMICAL 10549 W LITTLE YORK TX HOUSTON $318 $318.00 CUST. TOTAL... 318 318.00 23880 NEOCHEM CORP 4828 LOOP CENTRAL DRIVE TX HOUSTON $2,803 $2,803.50 CUST. TOTAL... 2,803 2,803.50 78716 NEPERA PRODUCT CHEMICAL 445 ROUTE 304 NY BARDONIA $7,210 $1,741 $8,952.77 56460 NEPERA PRODUCT CHEMICAL RT #17M NY HARRIMAN $13,154 $13,154.00 CUST. TOTAL... 20,364 1,741 22,106.77 51960 NEUTROGENA CORPORATION 5780 W 96TH STREET CA LOS ANGELES $145 $145.50 CUST. TOTAL... 145 145.50 56269 NEUTRON PRODUCTS 23301 MT EPHRAIAM RD MD DICKERSON $7,051 $2,808 $9,859.85 CUST. TOTAL... 7051 2808 9859.85 56457 NEVILE CHEMICAL COMPANY 2800 NEVILLE ROAD PA PITTSBURG $137 $137.50 CUST. TOTAL... 137 137.50 57607 NEVILE CHEMICAL COMPANY P O BOX 909711 IL CHICAGO $304 $304 $608.00 CUST. TOTAL... 304 304 608.00 55629 NEVILLE SYNTHESIS ROUSEVILLE ROAD PA OIL CITY $8,349 $6,481 $1,216 $16,047.16 CUST. TOTAL... 8,349 6,481 1,216 16,047.16 69520 NEW CENTURY FREIGHT ASSO 111 WEST JACKSON BLVD IL CHICAGO $946 $946.00 CUST. TOTAL... 946 946.00 67685 NEW DEPARTURE HYATT BEAR 780 JAMES CASEY RD CT BRISTOL $791 $791.73 CUST. TOTAL... 791 791.73 02373 NEW ENGLAND LAMINATES THREE ELM STREET NY WALDEN $322- $322.00- CUST. TOTAL... 322- 322.00- 03956 NEW ENGLAND POWER COMPAN 25 RESEARCH DRIVE MA WESTBOROUGH $810 $810.36 CUST. TOTAL... 810 810.36
JOB-RCPMO5 FNR 5/02/93 CO-CODE: 6 A G E D A C C O U N T S R E C E I V A B L E ENDING-DATE 5/01/93 PAGE# 89 S.C. CUST.# CUSTOMER ADDRESS ST. CITY 0-TO-30 31-TO-60 61-TO-90 OVER-90 TOTAL BAL-DUE 88626 NEW VENTURE GEAR MUNCIE DIVISION IN MUNCHIE $2,865 $1,497 $4,363.16 CUST. TOTAL... 2,865 1,497 4,363.16 C 88043 NEWMAN CABLE CONST CO 100 NORTH BROADWAY OK KONAWA $730 $1,168 $1,898.50 CUST. TOTAL... 730 1,168 1,898.50 74264 NEWSPRINT SOUTH INC PAPER MILL ROAD MS GRENADA $693 $693.00 CUST. TOTAL... 693 693.00 10929 NIACET CORPORATION 400 47TH STREET GATE #5 NY NIAGRA FALLS $1,627 $2,486 $1,620 $5,734.24 CUST. TOTAL... 1,627 2,486 1,620 5,734.24 21657 NIAGARA MOHAWK POWER COR 300 ERIE BLVD WEST NY SYRACUSE $508 $508.18 CUST. TOTAL... 508 508.18 07449 NIAGARA NATIONAL COMPANY 2160 C HILLS AVENUE GA ATLANTA $105 $105.00 CUST. TOTAL... 105 $105.00 86148 NICHOLAS GALVANIZING 120 DUFFIELD AVE NJ JERSEY CITY $3,407 $3,407.80 CUST. TOTAL... 3,407 3,407.80 78506 NILIT AMERICA CORP PRESIDENTIAL PALZA 2 NJ MIDDLESEX $115 $115.00 CUST TOTAL... 115 115.00 19646 NISSAN MOTOR MFG CORP NISSAN BLVD. TN SMYRNA $82 $82.50 CUST. TOTAL... 82 82.50 18957 NO AMER PHILLIPS LIGHTIN RD 2 NY BATH $542 $543 $1,086.00 CUST. TOTAL... 542 543 1,086.00 85648 NOLAN & CUNNING INC P O BOX 2111 MI WARREN $6,591 $921 $7,512.40 CUST. TOTAL... 6,591 $921 7,512.40 24206 NORAMCO OF DELAWARE INC 500 OLD SWEDES LANDING R DE WILMINGTON $220 $220.00 CUST. TOTAL... 220 220.00 89050 NORFOLK SOUTHERN RWY 110 FRANKLIN ROAD SE VA ROANOKE $1,673- $1,673.80- CUST. TOTAL... 1,673- 1,673.80- 86115 NORMA CADENA PO BOX 829 TX BROWNSVILLE $2,450 $2,450.00 CUST. TOTAL... 2,450 2,450.00 09310 NORPLEX/OAK NORTH EAST COUNTY ROADS IA POSTVILLE $82 $82.50 CUST. TOTAL... 82 82.50 81450 NORTH AMERICAN CHEMICAL 777 N ELDRIDGE TX HOUSTON $118 $118.00 CUST. TOTAL... 118 118.00 23290 NORTH AMERICAN LOBSTER 2000 TONNELLE AVENUE NJ N BERGEN $536 $385 $921.00 CUST. TOTAL... 536 $385 921.00 79884 NORTH AMERICAN REFACTORI 2201 MICHIGAN BAR ROAD CA IONE $6,751 $6,751.87 CUST. TOTAL... 6,751 6,751.87
JOB-RCPMO5 FNR 5/02/93 CO-CODE: 6 A G E D A C C O U N T S R E C E I V A B L E ENDING-DATE 5/01/93 PAGE# 90 S.C. CUST.# CUSTOMER ADDRESS ST. CITY 0-TO-30 31-TO-60 61-TO-90 OVER-90 TOTAL BAL-DUE 52137 NORTH AMERICAN REFRACTOR ROUTE #879 PA CURWENSVILLE $110 $110.00 CUST. TOTAL... 110 110.00 60891 NORTH AMERICAN TRANSFORM 1200 PIPER DRIVE CA MILPITAS $1,456 $1,905 $2,678 $6,039.00 CUST. TOTAL... 1,456 1,905 2,678 6,039.00 05712 NORTH INDUSTRIAL CHEM 609 EAST KING ST PA YORK $82 $165 $247.50 CUST. TOTAL... 82 165 247.50 88317 NORTHEAST CHEMICAL P O BOX 52 PA LANSFORD $923 $923.00 CUST. TOTAL... 923 923.00 05388 NORTHEAST CONTAINER 161 WOODBINE STREET NJ BERGENFIELD $110 $110.00 CUST. TOTAL... 110 110.00 08031 NORTON COMPANY 2770 W WASHINGTON TX STEPHENVILLE $2,576 $2,576.84 CUST. TOTAL... 2,576 2,576.84 60842 NOVA CHEM 7924 WRENWOOD BLVD LA BATON ROUGE $1,005 $1,005.00 CUST. TOTAL... 1,005 1,005.00 03619 NOVA PETROCHEMICALS INC 795 HILL STREET ON CORUNNA $87 $87.80 CUST. TOTAL... 87 87.80 76046 NOVACOR P O BOX 2535 STATION M AB CALGARY $5,072 $1,505 $838 $7,416.74 60767 NOVACOR P O BOX 3042 ON SARNIA $399 $668 $1,067.30 CUST. TOTAL... 5,471 2,174 838 8,484.04 58190 NOVACOR CHEMICALS CANADA 201 N FRONT STREET ON SARNIA $90 $90.00 CUST. TOTAL... 90 90.00 61002 NOVACOR CHEMICALS C/O MERIDAN TRAFFIC SVC MA BRAINTREE $1,026 $1,026.80 CUST. TOTAL... 1,026 1,026.80 83279 NOVAGARD 2710 EAST 79TH STREET OH CLEVELAND $605 $605.00 CUST. TOTAL... 605 605.00 73274 NOVAMAX TECHNOLOGIES GA ATLANTA $55 $55.00 CUST. TOTAL... 55 55.00 73351 NOVO NORDISK BIOINDUSTRI 33 TURNER RD CT DANBURY $10,908 $10,908.15 89215 NOVO NORDISK BIOINDUSTRI %CASS LOGISTICS MO SAINT LOUIS $2,564 $2,564.40 CUST. TOTAL... 10,908 2,564 13,472.55 81438 NOXCRETE INC 1444 S 20TH STREET NE OMAHA $3,278 $3,278.50 CUST. TOTAL... 3,278 3,278.50 55847 NOXELL CORPORATION 11050 YORK ROAD MD HUNT VALLEY $985 $985.60 CUST. TOTAL... 985 985.60
JOB-RCPMO5 FNR 5/02/93 CO-CODE: 0 AGED ACCOUNTS RECEIVABLE ENDING DATE 5/01/93 PAGE #91 S.C. CUST. # CUSTOMER ADDRESS ST. CITY 0-TO-30 31-TO-60 61-TO-90 OVER-90 TOTAL BAL. DUE 60566 NUCOR CORPORATION OLD VALLEY HEAD ROAD AL FORT PAYNE $286 $286.00 CUST. TOTAL... 286 286.00 69856 NUHART & COMPANY INC 49 DUPONT STREET NY BROOKLYN $84 $84.00 CUST. TOTAL... 84 84.00 52594 NUTRASWEET COMPANY 1750 LOVERS LANE GA AUGUSTA 1,558 $1,558 .50 CUST. TOTAL... 1558 1,558.50 84226 NYLONGE CORP 1301 LOWELL STREET OH ELYRIA $27 $27.50 CUST. TOTAL... 27 27.50 OVER-365... 288,059 *** F TO N *** 4,704,352 949,762 256,330 739,300 6,649,745.55 83009 O BRIEN (PARLIN) COGEN 225 S 8TH STREET PA PHILADELPHIA $52 $52.52 CUST. TOTAL... 52 52.52 21383 O C ADHESIVES CORPORATIO 11-27 EAST 24TH STREET NJ PATERSON $137 $137.50 CUST. TOTAL... 137 137.50 09953 O H D THERMACORE INC 3200 REACH ROAD PA WILLIAMSPORT $1,183 $1,183.00 CUST. TOTAL... 1,183 1,183.00 59890 O SULLIVAN CORPORATION 1944 VALLEY PIKE VA WINCHESTER $1,681 $1,575 $1,825 $5,082.00 CUST. TOTAL 1,681 1,575 1,825 5,082.00 89075 O'BRIEN CORP 2001 W WASHINGTON ST IN SOUTH BEND $78 $78.00 CUST. TOTAL... 78 78.00 86451 OAKITE PRODUCTS INC 445 ROUTE 304 NY BARDONIA $2,455 $2,455.50 CUST. TOTAL... 2,455 2,455.50 87815 OAKWOOD BEACH WPCP 751 MILL RD NY STATEN ISLAND $671 $671.00 CUST. TOTAL... 671 671.00 59277 OCCIDENTAL CHEMICAL CORP P O BOX 1230 IL LANSING $384 $384.09 38525 OCCIDENTAL CHEMICAL CORP HIGHWAY 18 LA TAFT $50 $55 $105.00 55090 OCCIDENTAL CHEMICAL CORP RIVER ROAD NJ BURLINGTON $55 $55.00 08157 OCCIDENTAL CHEMICAL CORP 651 TONNELE AVENUE NJ JERSEY CITY $568 $27 $596.00 38575 OCCIDENTAL CHEMICAL CORP 673 WALK ROAD NY TONAWANDA $4,659 $2,165 $4,664 $11,489.20 24720 OCCIDENTAL CHEMICAL CORP P O BOX 344 NY NIAGARA FALLS $8,733 $3,925 $1,172 $1,221 $15,053.86 26303 OCCIDENTAL CHEMICAL CORP P O BOX 344 NY NIAGARA FALLS $738 $294 $640 $1,672.50 39400 OCCIDENTAL CHEMICAL CORP P O BOX 728 NY NIAGARA FALLS $477 $302 $385 $21,979 $23,144.75 78706 OCCIDENTAL CHEMICAL CORP 5000 PACKARD RD NY NIAGARA FALLS $1,203 $251 $3,060 $4,514.50 79481 OCCIDENTAL CHEMICAL CORP NY NIAGARA FALLS $55 $55.00 82296 OCCIDENTAL CHEMICAL CORP 53RD & BUFFALO NY NIAGARA FALLS $55 $82 $939 $1,076.50 27265 OCCIDENTAL CHEMICAL CORP 725 STATE ST & E 6TH ST OH ASHTABULA $518 $21- $497.18 51528 OCCIDENTAL CHEMICAL CORP 13717 STATE RT 68 S OH KENTON $4,681 $1,345 $1,451 $214 $7,692.80 07934 OCCIDENTAL CHEMICAL CORP P O BOX 809050 TX DALLAS $96,945 $29,221 $2,939 $754 $129,861.88 81511 OCCIDENTAL CHEMICAL CORP P O BOX 809050 TX DALLAS $1,413 $1,314- $99.25 CUST. TOTAL... 118,103 38,984 6,493 32,714 196,297.51
JOB-RCPMO5 FNR 5/02/93 CO-CODE: 0 AGED ACCOUNTS RECEIVABLE ENDING DATE 5/01/93 PAGE #92 S.C. CUST. # CUSTOMER ADDRESS ST. CITY 0-TO-30 31-TO-60 61-TO-90 OVER-90 TOTAL BAL. DUE 58890 OCTAGON PROCESSING INC 596 RIVER ROAD NJ EDGEWATER $105 $78- $27.04 CUST. TOTAL... 105 78- 27.04 26443 OHIO POLYCHEMICAL P O BOX 369004 OH COLUMBUS $8,176 $432 $8,608.50 90700 OHIO POLYCHEMICAL 1920 LEONARD AVENUE OH COLUMBUS $1,494 $1,494.50 CUST. TOTAL... 9,670 432 10,103.00 09669 OIL CHEM INC C/O CNC RI LINCOLN $440 $1,788 $2,228.63 CUST. TOTAL... 440 1,788 2,228.63 14572 OLD BRIDGE CHEMICAL P O BOX 194 NJ OLD BRIDGE $9,936 $936.53 CUST. TOTAL... 9,936 936.53 87731 OLD QUAKER PAINT 12401 INDUSTRIAL BLVD CA VICTORVILLE $384 $384.00 CUST. TOTAL... 384 384.00 07320 0LES ENVELOPE CORP 2510 LOCH HAVEN ROAD MD BALTIMORE $27 $357 $385.00 CUST. TOTAL... 27 357 385.00 59390 OLIN CORPORATION 120 LONG RIDGE RD CT STAMFORD $77,939 $3,400 $5,109 $6,332 $92,783.25 82831 OLIN CORPORATION 120 LONG RIDGE RD CT STAMFORD $9,513 $480 $9,725 $3,736 $23,455.13 88539 OLIN CORPORATION DO NOT MAIL CT STAMFORD $3,803 $3,753 $4,156 $100- $11,613.19 59350 OLIN CORPORATION P O BOX 1234 GA AUGUSTA $75 $75.00 07983 OLIN CORPORATION P O BOX 547 KY BRANDENBURG $15,738 $1,356- $1,017 $15,398.50 59360 OLIN CORPORATION P O BOX 2896 LA LAKE CHARLES $980 $600 $40- $1,541.00 59400 OLIN CORPORATION P O BOX 748 NY NIAGARA FALLS $1,560 $776 $255 $666 $3,257.58 59410 OLIN CORPORATION 100 MCKEE ROAD NY ROCHETER $4,538 $4,538.50 59470 OLIN CORPORATION BOX 30 TX BEAUMONT $2,574 $2,574.00 CUST. TOTAL... 116,722 9,010 17,890 11,612 155,236.15 79767 OLIN HUNT 731 ENGLER ROAD PA NAZARETH $41 $41.25 CUST. TOTAL... 41 41.25 51209 OLYMPIC OIL COMPANY 5000 WEST 41ST STREET IL CICERO $1,419 $1,419.00 CUST. TOTAL... 1,419 1,419.00 90019 OMEGA CHEMICAL CORP 3102 OAK LAWN AVENUE TX DALLAS $1,419 $1,419.00 CUST. TOTAL... 1,419 1,419.00 52526 OMNICOLOGY INC 20 INDUSTRIAL PARKWAY NY GLOVERSVILLE $424 $424.00 CUST. TOTAL... 424 424.00 80566 ONTARIO HYDRO BROCK RD SOUTH ON PICKERING $32 $45 $77.10 79982 ONTARIO HYDRO P O BOX 1000 ON TIVERTON $504 $504.93 CUST. TOTAL 537 45 582.03 85390 OPERATIONAL ENERGY CORP HWY 130 & PORCUPINE RD NJ PEDRICKTOWN $55 $55.00 CUST. TOTAL... 55 55.00 89749 OPTIMA CHEMICAL 1415 WILLACOOCHEE ROAD GA DOUGLAS $725 $175 $900.00 CUST. TOTAL... 725 175 900.00
JOB-RCPMO5 FNR 5/02/93 CO-CODE: 0 AGED ACCOUNTS RECEIVABLE ENDING DATE 5/01/93 PAGE #93 S.C. CUST. # CUSTOMER ADDRESS ST. CITY 0-TO-30 31-TO-60 61-TO-90 OVER-90 TOTAL BAL. DUE 59680 ORMET CORPORATION BOX 176 OH HANNIBAL $210 $210.00 CUST. TOTAL... 210 210.00 79741 OSCO/BRYSON INC 522 RIVERGATE RD TN MEMPHIS $4,269 $4,269.50 81782 OSCO/BRYSON INC 618 GRASSMERE PARK DRIVE TN NASHVILLE $3,274 $3,274.40 CUST. TOTAL... 7,543 7,543.90 77272 OSPECA ENTERRISES 4740 COFFEEPORT RD TX BROWNSVILLE $1,800 $1,800.00 CUST. TOTAL... 1,800 1,800.00 88574 OWENS CORNING FIBERGLAS P O BOX 89 CA SANTA CLARA $3,717 $3,717.00 09326 OWENS CORNING FIBERGLAS 300 SUNSHINE ROAD KS KANSAS CITY $82 $82.50 51516 OWENS CORNING FIBERGLAS P O BOX 98 NY DELMAR $200 $200.00 59930 OWENS CORNING FIBERGLAS CASE AVENUE OH NEWARK $27- $27.50- 59700 OWENS CORNING FIBERGLAS P O BOX 10028 OH TOLEDO $7,453 $1,557 $820 $3,944 $13,775.51 59830 OWENS CORNING FIBERGLAS PO BOX 499 SC AIKEN $3,022 $3,022.00 CUST. TOTAL... 14,275 1,557 820 4,116 20,769.51 71343 OXY PETROCHEMICALS INC P O BOX 56388 TX HOUSTON $5,465 $210 $395 $6,070.89 CUST. TOTAL... 5,465 210 395 6,070.89 71431 P & O CONTAINERS LIMITED ONE MEADOWLANDS PLAZA NJ E RUTHERFORD $138 $138.50 CUST. TOTAL... 138 138.50 02173 P B & S CHEMICAL COMPANY 250 CENTRL FLORIDA PKWAY FL ORLANDO $2,249 $2,249.80 60640 P B & S CHEMICAL COMPANY P O BOX 20 KY HENDERSON $2,873 $63 $2,936.50 CUST. TOTAL... 5,123 63 5,186.30 63072 P C A EAST INC BOX 58868 CA LOS ANGELES $857 $1,578 $1,173 $3,609.50 CUST. TOTAL... 857 1,578 1,173 3,609.50 82020 P C I WURTZ RD KY WURTLAND $27 $27- $0.00 CUST. TOTAL... 27 27- 0.00 56669 P C R INCORPORATED P O BOX 1466 FL GAINESVILLE $935 $248 $275 $1,458.50 CUST. TOTAL... 935 248 275 1,458.50 33970 P D GEORGE COMPANY P O BOX 66756 MO SAINT LOUIS $4,027 $4,027.27 CUST. TOTAL... 4,027 4,027.27 71793 P H GLATFELTER COMPANY P O BOX 200 NC PISGAH FOREST $822 $822.50 34300 P H GLATFELTER COMPANY 228 S MAIN STREET PA SPRING GROVE $8,675 $39 $1,020 $9,734.50 CUST. TOTAL... 8,675 39 1,842 10,557.00 77873 P O CONTAINERS LIMITED C/O SEALAND MARINE TERMI NJ ELIZABETH $362 $362.25 CUST. TOTAL... 362 362.25 00168 P P G INDUSTRIES INC P O BOX 790-SIGNAL ST CA SAN PEDRO $165 $165.00 64580 P P G INDUSTRIES INC 1377 OAKLEIGH DR GA E POINT $277 $277.50 64620 P P G INDUSTRIES INC BOX 1000 LA LAKE CHARLES $6,341 $325 $302 $6,969.25 78033 P P G INDUSTRIES INC 1330 PIEDMONT MI TROY $937 $937.40 03198 P P G INDUSTRIES INC P O BOX 1857 NC LEXINGTON $651 $651.80
JOB-RCPMO5 FNR 5/02/93 CO-CODE: 0 A G E D A C C O U N T S R E C E I V A B L E ENDING-DATE 5/01/93 PAGE# 94 S.C. CUST.# CUSTOMER ADDRESS ST. CITY 0-TO-30 31-TO-60 61-TO-90 OVER-90 TOTAL BAL-DUE 64660 P P G INDUSTRIES INC RT 4 WASHBURN SWITCH ROA NC SHELBY $55 $55.00 18500 P P G INDUSTRIES INC 4829 FAIRLAND ROAD OH BARBERTON $1,274 $1,274.00 75436 P P G INDUSTRIES INC 848 SOUTHERN AVE OH CHILLCOTHE $1,593 $1,593.00 63230 P P G INDUSTRIES INC P O BOX 30382 OH CLEVELAND $765 $765.82 83191 P P G INDUSTRIES INC C/O COMMERCIAL TRAFFIC CO OH CLEVELAND $409 $181 $590.23 53365 P P G INDUSTRIES INC 760 PITTSBURGH DRIVE OH DELAWARE $4,581 $100- $4,481.34 28435 P P G INDUSTRIES INC 1 P P G PLACE PA PITTSBURGH $2,227 $2,227.40 77420 P P G INDUSTRIES INC CHEMICALS GROUP PA PITTSBURGH $37,817 $3,665 $4,452 $12,011 $57,946.21 64740 P P G INDUSTRIES INC 125 COLFAX/C & R ACCTG PA SPRINGDALE $1,293 $1,293 $2,587.98 07372 P P G INDUSTRIES INC 1901 AVE H & 16TH ST TX LA PORTE $8,334 $981- $7,352.55 51984 P P G INDUSTRIES INC SANTEK DIVISION WI APPLETON $25- $25.00- 53425 P P G INDUSTRIES INC WV NATRIUM $55 $55.00 18520 P P G INDUSTRIES INC P O BOX 191 WV NEW MARTINSVIL $3,540 $3,478 $440 $3,739 $11,197.25 CUST. TOTAL... 64,187 10,969 7,306 16,638 99,101.73 22149 P Q CORPORATION P O DRAWER 5407 GA AUGUSTA $278- $278.36- 09153 P Q CORPORATION P O BOX 667 MA LEXINGTON $1,641 $1,302 $2,943.96 18156 P Q CORPORATION 1 PADDOCK STREET NJ AVENEL $27- $27.50- 53290 P Q CORPORATION P O BOX 840 PA VALLEY FORGE $11,830 $16,235 $965 $95 $29,125.00 CUST. TOTAL... 13,471 16,235 965 1,092 31,763.10 51313 P&O CONTAINERS LIMITED 6610-B TRIBUTARY STREET MD BALTIMORE $432 $432.50 CUST. TOTAL... 432 432.50 09473 PABCO PAPER PRODUCTS INC 4469 PACIFIC BLVD CA VERNON $688 $688.00 CUST. TOTAL... 688 688.00 79852 PACE CHEMICAL INC 10333 RICHMOND TX HOUSTON $4,439 $2,585 $3,152 $10,176.08 CUST. TOTAL... 4,439 2,585 3,152 10,176.08 70673 PACIFIC ANCHOR CHEMICAL 3305 E26TH ST CA LOS ANGELES $27 $27.50 CUST. TOTAL... 27 27.50 88660 PACIFIC COAST 1412 KNOX AVE MO KANSAS CITY $154 $154.00 CUST. TOTAL... 154 154.00 06360 PACIFIC INDUSTRIES INC 787 WATERVILIET NY LATHAM $3,108 $3,108.00 CUST. TOTAL... 3,108 3,108.00 69838 PACIFIC MOLASSES COMPANY 2700 BROENING HWY MD BALTIMORE $247- $247.50- CUST. TOTAL... 247- 247.50- 87754 PACIFIC PAC INC 2340 BERT DRIVE CA HOLLISTER $55 $55.00 CUST. TOTAL... 55 55.00 19295 PACKAGING CORP OF AMERIC 4633 DOWNEY ROAD CA LOS ANGELES $7,411 $7,704 $15,116.10 66725 PACKAGING CORP OF AMERIC P O BOX 1046 GA VALDOSTA $825 $825.00 CUST. TOTAL... 825 7,411 7,704 15,941.10 58874 PACKAGING SERVICES P O BOX 875 TX PEARLAND $292 $292.50 CUST. TOTAL... 292 292.50
JOB-RCPMO5 FNR 5/02/93 CO-CODE: 0 A G E D A C C O U N T S R E C E I V A B L E ENDING-DATE 5/01/93 PAGE# 95 S.C. CUST.# CUSTOMER ADDRESS ST. CITY 0-TO-30 31-TO-60 61-TO-90 OVER-90 TOTAL BAL-DUE 87712 PAGE CLEANING 16824 114TH AVENUE AB EDMONTON $55 $55.00 CUST. TOTAL... 55 55.00 66106 PAN AMERICAN AIRLINES J F K AIRPORT NY JAMAICA $125 $125.00 CUST. TOTAL... 125 125.00 60220 PANTASOTE COMPANY 26 JEFFERSON STREET NJ PASSIAC $3,207 $27 $3,234.98 72332 PANTASOTE COMPANY 67 MADISON STREET NJ PASSAIC $242 $242.50 CUST. TOTAL... 3,207 27 242 3,477.48 C 88433 PANTECH 6404 MCCONKLE AVE SW WV SAINT ALBANS $4,446 $4,446.00 CUST. TOTAL... 4,446 4,446.00 56823 PAPER MANUFACTURERS 9800 BUSTLETON AVENUE PA PHILADELPHIA $305 $305.00 CUST. TOTAL... 305 305.00 85023 PARA AG INC 14014 PARADISE CHURCH RD MD HAGERTOWN $5,716 $5,716.16 CUST. TOTAL... 5,716 5,716.16 60280 PARA CHEMICAL INC HIGHWAY 14 SC SIMSONVILLE $180 $180.00 CUST. TOTAL... 180 180.00 85910 PARADIGM LABS P.O. BOX 448 PA BERNVILLE $90 $243 $333.00 CUST. TOTAL... 90 243 333.00 24163 PARAMOUNT FEED 19310 LONG MEADOW RD MD HAGERSTOWN $630 $630.99 CUST. TOTAL... 630 630.99 11345 PARK CHEMICAL COMPANY 8074-A110 MILITARY AVE MI DETROIT $2,006 $2,006 $4,013.40 CUST. TOTAL... 2,006 2,006 4,013.40 21430 PARKE DAVIS & COMPANY 188 HOWARD STREET MI HOLLAND $165 $1,698 $1,863.30 CUST. TOTAL... 165 1,698 1,863.30 05150 PARKER AMCHEM 23343 SHERWOOD MI WARREN $55 $27 $82.50 CUST. TOTAL... 55 27 82.50 28636 PARKS CORPORATION 1630 NORTH FIFTH STREET GA MADISON $1,235 $1,235.00 60440 PARKS CORPORATION 1 MAIN STREET MA SOMERSET $4,302 $4,302.00 20941 PARKS CORPORATION 3122 COLLEGE TX GREENVILLE $1,906 $1,906.00 CUST. TOTAL... 1,906 5,537 7,443.00 00240 PASSONNO CORPORATION 500 BROADWAY NY WATERLIET $75 $75.00 CUST. TOTAL... 75 75.00 89549 PATCO C/O USA DETERGENTS NJ EDISON $192 $192.50 CUST. TOTAL... 192 192.50 17785 PAULSBORO PACKAGING UNIVERSAL ROAD OFF MANTU NJ PAULSBORO $55 $27 $82.50 CUST. TOTAL... 55 27 82.50 07172 PAULSEN WIRE 880 SOUTH 2ND STREET PA SUNBURY $3,072 $2,308 $5,381.31 CUST. TOTAL... 3,072 2,308 5,381.31
JOB-RCPMO5 FNR 5/02/93 CO-CODE: 0 A G E D A C C O U N T S R E C E I V A B L E ENDING-DATE 5/01/93 PAGE# 96 S.C. CUST.# CUSTOMER ADDRESS ST. CITY 0-TO-30 31-TO-60 61-TO-90 OVER-90 TOTAL BAL-DUE 00644 PAVE MARK 1855 PLYMOUTN ROAD NW GA ATLANTA $50 $25- $25.00 CUST. TOTAL... 50 25- 25.00 28464 PCT TRANSPORT INC P O BOX 7002 TX ADDISON $363 $363.84 CUST. TOTAL... 363 363.84 68337 PEBRA-PETERSBOROUGH 775 NEAL DRIVE ON PETERBOROUGH $192 $192.50 CUST. TOTAL... 192 192.50 03017 PECTIN P O BOX 4407 TX HOUSTON $1,350 $1,350.00 CUST. TOTAL... 1,350 1,350.00 89459 PEINNACLE OIL 5009 WEST 81 STREET IN INDIANAPOLIS $65 $65.00 CUST. TOTAL... 65 65.00 51645 PENCO INC OF LYNDHURST N 540 NEW YORK AVENUE NJ LYNDHURST $26 $26.26 CUST. TOTAL... 26 26.26 08502 PENFORD PRODUCTS CO 1001 FIRST AVE S W IA CEDAR RAPIDS $2,558 $2,558.78 CUST. TOTAL... 2,558 2,558.78 62140 PENNA POWER & LIGHT CO 2 NORTH 9TH STREET PA ALLENTOWN $15,193 $15,193.69 54395 PENNA P0WER & LIGHT CO P O BOX 257 PA MARTINS CREEK $840 $840.53 CUST. TOTAL... 16,034 16,034.22 85706 PENNTECH CORP 100 CENTER ST PA JOHNSONBURG $55 $55.00 CUST. TOTAL... 55 55.00 70737 PENNZOIL PRODUCTS CO 3450 HOLLYWOOD AVE LA SHREVEPORT $82 $82.50 69887 PENNZOIL PRODUCTS CO P O BOX 17649 MO SAINT LOUIS $1,319 $718 $2,037.50 54472 PENNZOIL PRODUCTS CO P O BOX 2967 TX HOUSTON $247 $247.50 CUST. TOTAL... 1,401 718 247 2,367.50 71344 PENRECO 138 PETROLIA STREET PA KARNS CITY $514 $514.00 CUST. TOTAL... 514 514.00 51090 PENTRON INC 200 KING ROAD PA WEST CHESTER $155 $155.75 CUST. TOTAL... 155 155.75 02436 PERDUE INCORPORATED BOX 1537 MD SALISBURY $5,739 $790 $169 $6,699.79 CUST. TOTAL... 5,739 790 169 6,699.79 28310 PERIDOT CHEMICAL COMPANY C/O CHEMICAL LEAMAN TANK NJ NEWARK $172,148 $4,987 $177,135.93 30735 PERIDOT CHEMICAL COMPANY 330 DOREMUS AVENUE NJ NEWARK $426 $426.00 37497 PERIDOT CHEMICAL COMPANY P O BOX 2498 OH COLUMBUS $1,323 $1,323.44 CUST. TOTAL... 172,148 6,737 178,885.37 89607 PERKIT FOLDING BOX CORP 36 POYDRAS ST MA BOSTON $40 $40.50 CUST. TOTAL... 40 40.50 86422 PERMAGILE INDUSTRIES 101 COMMERCIAL STREET NY PLAINVIEW $84 $84.00 CUST. TOTAL... 84 84.00
JOB-RCPMO5 FNR 5/02/93 CO-CODE: 0 A G E D A C C O U N T S R E C E I V A B L E ENDING-DATE 5/01/93 PAGE# 97 S.C. CUST.# CUSTOMER ADDRESS ST. CITY 0-TO-30 31-TO-60 61-TO-90 OVER-90 TOTAL BAL-DUE 86357 PERRIGO SILICA 502 EASTERN AVE MI ALLEGAN $275 $275.00 86358 PERRIGO SILICA 117 WATER STREET MI ALLEGAN $2,066- $130- $2,196.00- CUST. TOTAL... 275 2,066- 130- 1,921.00- 01838 PERVO PAINT COMPANY 6624 STANFORD AVENUE CA LOS ANGELES $572 $572.50 CUST. TOTAL... 572 572.50 21551 PET FOODS INC NEW CUT ROAD SC SPARTANBURG $137 $137.50 CUST. TOTAL... 137 137.50 54126 PETRO CANADA PRODUCTS 385 SOUTHDOWN ROAD ON MISSISSAUGA $330 $1,598 $27 $5,573 $7,529.75 89114 PETRO CANADA PRODUCTS 385 SOUTHDOWN ROAD ON MISSISSAUGA $1,907 $1,907.67 CUST. TOTAL... 330 1,598 27 7,481 9,437.42 06203 PETRO CANADA VENTURES 11701 SHERBROOKE ST E PQ MONTREAL $247- $247.50- CUST. TOTAL... 247- 247.50- 85258 PETROCEL S A BELISARIO DOMINGUEZ NO 2 MX MONTERREY NL $836 $836.00 CUST. TOTAL... 836 836.00 00373 PETROLITE CORPORATION 369 MARSHALL AVE MO WEBSTER GROVES $22,296 $7,415 $313 $4,530 $34,555.94 21995 PETROLITE CORPORATION 4TH & SAVILLE AVE PA EDDYSTONE $220 $220 $440.00 67218 PETROLITE CORPORATION 16010 BAKERSPOINT LANE TX HOUSTON $1,031 $1,031.00 05098 PETROLITE CORPORATION 13200 BAYPARK ROAD TX PASADENA $29,215 $4,555 $968 $34,739.03 CUST. TOTAL... 52,542 12,190 313 5,718 70,765.97 72559 PETRON CORPORATION SUITE 103-180 GORDON DRI PA LIONVILLE $205 $1,250 $3,559 $275 $5,291.02 CUST. TOTAL... 205 1,250 3,559 275 5,291.02 71541 PETROPLUS P O BOX 5376 NJ DEPTFORD $346 $677 $1,024.49 CUST. TOTAL... 346 677 1,024.49 83884 PETROWAX PA INC 33 RT 31 NORTH NJ ANNANDALE $3,078 $3,078.00 CUST. TOTAL... 3,078 3,078.00 55345 PFISTER CHEMICAL WORKS LINDEN AVE ROUTE 46 NJ RIDGEFIELD $987 $987.00 CUST. TOTAL... 987 987.00 63180 PFIZER INC BLDG 113 EASTERN POINT CT GROTON $27 $82 $110.00 80463 PFIZER INC P O BOX 340 NC PLYMOUTH $125 $125.00 67090 PFIZER INC 235 E 42ND ST NY NEW YORK $450 $450.00 CUST. TOTAL... 27 82 575 685.00 55455 PHELPS DODGE CORPORATION P O BOX 600 IN FORT WAYNE $82 $82.50 CUST. TOTAL... 82 82.50 52115 PHIBRO ENERGY INC P O BOX 5038 TX HOUSTON $27 $411 $438.50 CUST. TOTAL... 27 411 438.50 04667 PHIBRO REFINING INC HIGHWAY 105 SOUTH LA KROTZ SPRINGS $882 $882.00 CUST. TOTAL... 882 882.00
JOB-RCPMO5 FNR 5/02/93 CO-CODE: 0 A G E D A C C O U N T S R E C E I V A B L E ENDING-DATE 5/01/93 PAGE# 98 S.C. CUST.# CUSTOMER ADDRESS ST. CITY 0-TO-30 31-TO-60 61-TO-90 OVER-90 TOTAL BAL-DUE 63510 PHILA ELECTRIC COMPANY 2301 MARKET ST PA PHILADELPHIA $26 $26.26 CUST. TOTAL... 26 26.26 88146 PHILADELPHIA CONVENTION 13TH AND ARCH STREETS PA PHILADELPHIA $1,265 $1,265.00 CUST. TOTAL... 1,265 1,265.00 75832 PHILIPS COMPONENTS 6071 ST ANDREWS RD SC COLUMBIA $1,238 $1,238.40 CUST. TOTAL... 1,238 1,238.40 76148 PHILIPS LIGHTING CORP 7265 HAMMONDSPORT RD DOC NY BATH $2,365- $2,365.00- CUST. TOTAL... 2,365- 2,365.00- 11199 PHILLIP MORRIS USA 4100 BERMUDA HUNDRED ROA VA CHESTER $1,425 $1,425.00 55615 PHILLIP MORRIS USA P O BOX 26603 VA RICHMOND $385 $275 $660.00 CUST. TOTAL... 1,810 275 2,085.00 62398 PHOENIX PETROLEUM 1009 W 9TH AVE PA KING OF PRUSSI $178 $178.76 CUST. TOTAL... 178 178.76 64110 PHOTO CIRCUIT COMPANY 31 SEA CLIFF AVENUE NY GLEN COVE $26 $338- $311.74- CUST. TOTAL... 26 338- 311.74- 53345 PHTHALCHEM INC 266 WEST MITCHELL AVENUE OH CINCINNATI $25 $75 $100.00 CUST. TOTAL... 25 75 100.00 81953 PICKETT ENTERPRISES INC 3341 SUCCESSFUL WAY OH DAYTON $4,103 $4,103.58 CUST. TOTAL... 4,103 4,103.58 60094 PIEDMONT LABS 2030 OLD CHANDLER ROAD GA GAINESVILLE $285 $285.00 CUST. TOTAL... 285 285.00 64210 PIERCE & STEVENS CHEMICA P O BOX 1092 NY BUFFALO $27- $27.50- 00797 PIERCE & STEVENS CHEMICA COLDSTREAM ROAD PA KIMBERTON $11,843 $3,938 $15,782.06 CUST. TOTAL... 11,843 3,938 27- 15,754.56 63651 PILGRIM INDUSTRIES P O BOX 1656 TX MOUNT PLEASANT $275 $275.00 CUST. TOTAL... 275 275.00 01815 PILOT CHEMICAL COMPANY 606 SHEPHERD DRIVE OH LOCKLAND $110 $25 $135.00 54204 PILOT CHEMICAL COMPANY 3439 YANKEE ROAD OH MIDDLETOWN $4,980 $247- $4,732.73 01027 PILOT CHEMICAL COMPANY 11623 N HOUSTON-ROSSLYN TX HOUSTON $55 $82 $137.50 90228 PILOT CHEMICAL COMPANY 11623 N HOUSTON-ROSSLYN TX HOUSTON $55 $55.00 CUST. TOTAL... 5,200 82 25 247- 5,060.23 66500 PILOT LABORATORIES 267 HOMESTEAD AVE NJ AVENEL` $27 $27.50 CUST. TOTAL... 27 27.50 27599 PIONEER CHLORALKALI CO I P O BOX 86 NV HENDERSON $42 $156 $198.60 CUST. TOTAL... 42 156 198.60 08274 PIONEER PAINT PRODUCTS 1529 N 31ST AVENUE IL MELROSE PARK $467 $467.50 CUST. TOTAL... 467 467.50
JOB-RCPMO5 FNR 5/02/93 CO-CODE: 0 A G E D A C C O U N T S R E C E I V A B L E ENDING-DATE 5/01/93 PAGE# 99 S.C. CUST.# CUSTOMER ADDRESS ST. CITY 0-TO-30 31-TO-60 61-TO-90 OVER-90 TOTAL BAL-DUE 14546 PIRELLI CABLE CORPORATIO HIGHWAY 28 BYPASS SC ABBEBILLE $68 $68.75 CUST. TOTAL... 68 68.75 51388 PITTSBURGH PENN OIL COMP FREEPORT ROAD PA CREIGHTON $55 $55.00 CUST. TOTAL... 55 55.00 05901 PITTWAY CORPORATION 6100 WEST HOWARD STREET IL NILES $237 $237.50 CUST. TOTAL... 237 237.50 65174 PLACID REFINING CO 1940 HIGHWAY 1 N LA PORT ALLEND $2,161 $2,161.50 CUST. TOTAL... 2,161 2,161.50 88148 PLAID ENTERPRISES 2365 PARK CENTRAL BLVD GA DECATUR $665 $665.00 CUST. TOTAL... 665 665.00 76839 PLASTIC SPEC & TECH 145 BAEKELAND AVE NJ PISCATAWAY $100 $100.00 CUST. TOTAL... 100 100.00 70603 PLASTICS SPEC & TECHNOLO 101 RAILROAD AVENUE NJ RIDGEFIELD $55 $110 $137 $1,212 $1,514.50 CUST. TOTAL... 55 110 137 1,212 1,514.50 88008 PLAZE INC 105 BOLTEE LANE MO SAINT CLAIR $27 $27.50 CUST. TOTAL... 27 27.50 06642 PMC SPECIALTIES GROUP IN 10051 ROMANDEL CA SANTA FE SPRS $214- $214.20- 09604 PMC SPECIALTIES GROUP IN 735 E 115TH STREET IL CHICAGE $27 $374 $402.00 06082 PMC SPECIALTIES GROUP IN INDUSTRIAL DRIVE NJ FORDS $78 $302 $380.00 05752 PMC SPECIALTIES GROUP IN 5220 VINE STREET OH CINCINNATI $166 $166.00 73970 PMC SPECIALTIES GROUP IN 501 MURRAY ROAD OH CINCINNATI $625 $625.00 CUST. TOTAL... 78 27 1,253 1,358.80 63086 POLIOLES PA LIONVILLE $4,195 $4,465 $8,660.50 06773 POLIOLES 3535 E 14TH STREET TX BROWNSVILLE $260 $260.00 CUST. TOTAL... 4,455 4,465 8,920.50 61874 POLLIO DAIRY PRODUCTS 8600 MAIN STREET NY CAMPBELL $25 $25.00 CUST. TOTAL... 25 25.00 22041 POLY CHEM INC 154 EAST AVENUE CT NORWALK $600- $600.65- CUST. TOTAL... 600- 600.65- 65060 POLYCAST TECHNOLOGY CORP 69 SOUTHFIELD AVENUE CT STAMFORD $220 $220.00 CUST. TOTAL... 220 220.00 81555 POLYCHROME CORPORATION #1 POLY PARK CORP GA COLUBUS $1,974 $1,974.05 CUST. TOTAL... 1,974 1,974.05 80546 POLYCON INDUSTRIES 65 INDEPENDENCE PLACE ON GUELPH $55 $55.00 CUST. TOTAL... 55 55.00 03604 POLYFILMS INC DEPOT STREET MA WILKINSONVILLE $220 $735 $955.00 CUST. TOTAL... 220 735 955.00
JOB-RCPMO5 FNR 5/02/93 CO-CODE: 0 A G E D A C C O U N T S R E C E I V A B L E ENDING-DATE 5/01/93 PAGE# 100 S.C. CUST.# CUSTOMER ADDRESS ST. CITY 0-TO-30 31-TO-60 61-TO-90 OVER-90 TOTAL BAL-DUE 02596 POLYMER DEVELOPMENT LABS 212 WEST TAFT AVENUE CA ORANGE $145 $135 $280.00 CUST. TOTAL... 145 135 280.00 80507 POLYSAR RUBBER SERVICES 1265 VIDAL ST SOUTH ON SARNIA $270 $96 $64 $430.50 CUST. TOTAL... 270 96 64 430.50 69062 POLYSAT INC 7240 STATE ROAD PA PHILADELPHIA $2,260 $2,990 $3,036 $8,287.00 CUST. TOTAL... 2,260 $2,990 3,036 8,287.00 68853 POLYTEX ENVIRONMENTAL IN 820 EAST 140TH ST NY BRONX $50 $50.00 CUST. TOTAL... 50 50.00 28622 POLYTHANE SYSTEMS INC P O BOX 1452 TX SPRING $746- $746.77- CUST. TOTAL... 746- 746.77- 09637 POLYTOP 110 GRAHAM DRIVE RI SLATERVILLE $3,835 $1,812 $346 $5,993.73 CUST. TOTAL... 3,835 1,812 346 5,993.73 87509 POPE & TALBOT INC ABSORBENT PRODUCTS DIV WI EAU CLAIRE $1,450 $1,500 $2,950.00 CUST. TOTAL... 1,450 1,500 2,950.00 87281 PORCELAIN INDUSTRIES INC 20 CECO ROAD TN DICKSON $272 $272.00 CUST. TOTAL... 272 $272.00 05983 POTLATCH CORPORATION EAST END MN CLOQUET $5,977 $5,977.55 CUST. TOTAL... 5,977 5,977.55 08224 PPG INDUSTRIES INC AUTOMOTIVE FINISHES OH CLEVELAND $781 $1,557 $560 $2,899.01 CUST. TOTAL... 781 1,557 560 2,899.01 71043 PRECISION CASTPARTS CORP 4600 S E HARVEY DRIVE OR PORTLAND $82 $82.50 CUST. TOTAL... 82 82.50 82889 PRECISION FABRICS GROUP 301 EAST MEADOWVIEW RD NC GREENSBORO $96 $96.25 CUST. TOTAL... 96 96.25 89125 PREMIER INDUSTRIES CORP C/O BROOKS TECHNOLOGY DI OH CLEVELAND $192 $192.50 CUST. TOTAL... 192 192.50 65830 PREMIX INC ROUTE 20 & HARMON ROAD OH N KINGSVILLE $2,561 $295 $2,856.95 CUST. TOTAL... 2,561 295 2,856.95 86929 PRIDE SOLVENTS & CHEM CO 6 LONG ISLAND AVE NY HOLTSVILLE $104 $104.00 CUST. TOTAL... 104 104.00 86224 PRILLAMAN CHEMICAL CORP 2001 CONTINENTAL BLV NC CHARLOTTE $110- $110.00- 09814 PRILLAMAN CHEMICAL CORP 334 WORTH STREET NC FAYETTEVILLE $165 $165.00 86178 PRILLAMAN CHEMICAL CORP C/O RADIATOR SPECIALTY C NC INDIAN TRAIL $1,924 $1,924.00 CUST. TOTAL... 1,924 55 1,979.00 85230 PRIMARY RECOVERY CORP 3302 DEEPWATER TERMINAL VA RICHMOND $1,796 $1,796.00 CUST. TOTAL... 1,796 1,796.00
JOB-RCPMO5 FNR 5/02/93 CO-CODE: 0 A G E D A C C O U N T S R E C E I V A B L E ENDING-DATE 5/01/93 PAGE# 101 S.C. CUST.# CUSTOMER ADDRESS ST. CITY 0-TO-30 31-TO-60 61-TO-90 OVER-90 TOTAL BAL-DUE 89980 PRIORITY TRANSPORTATION 7585 PRIORITY LANE MS OLIVE BRANCH $697 $697.00 CUST. TOTAL... 697 697.00 83883 PRO PAC 1000 BARBEE STREET NC SPRING HOPE $40,664 $40,664.58 CUST. TOTAL... 40,664 40,664.58 88509 PROCTER & GAMBLE DE MEXI LOMA FLORIDA NO 32 MX MESICO DF $1,215 $1,215.00 CUST. TOTAL... 1,215 1,215.00 11800 PROCTER & GAMBLE MFG CO ROUTE 3 FL PERRY $715 $220 $715.00 72571 PROCTER & GAMBLE MFG CO 1 W HEGLER LANE IL DANVILLE $220.00 65940 PROCTER & GAMBLE MFG CO 1422 NICHOLSON ST MD BALITMORE $392 $392.38 01303 PROCTER & GAMBLE MFG CO 5921 SUMMIT AVENUE NC BROWN SUMMIT $412 $1,413 $780 $2,606.00 75957 PROCTER & GAMBLE MFG CO C/O HETERENE CHEM NJ PATERSON $55 $1,306 $1,361.35 50787 PROCTER & GAMBLE MFG CO P O BOX 1574/NOT EDI BIL OH CINCINNATI $10,828 $19,818 $1,442 $4,329 $36,418.62 65910 PROCTER & GAMBLE MFG CO P O BOX 1574 OH CINCINNATI $26,647 $17,741 $644 $45,034.00 83295 PROCTER & GAMBLE MFG CO 5299 SPRING GROVE AVE OH CINCINNATI $37,200 $53,400 $90,600.00 65960 PROCTER & GAMBLE MFG CO 5201 SPRING GROVE AVE OH IVORYDALE $407 $407.00 66060 PROCTER & GAMBLE MFG CO P O BOX 355 STATION A ON TORONTO $15,811 $2,514 $7,334 $18,530 $44,192.10 20435 PROCTER & GAMBLE MFG CO P O BOX 32 PA MEHOOPANY $2,636 $2,636.68 87836 PROCTER & GAMBLE MFG CO 6500 TRANS CANADA HIGHWA PQ POINTE CLAIRE $2,309 $2,340 $4,650.45 89229 PROCTER & GAMBLE MFG CO C/O KOLMAR LABS TN MEMPHIS $45 $45.00 CUST. TOTAL... 96,239 42,470 12,256 78,312 229,278.58 74838 PROCTOR & GAMBLE CELLULO 5100 POPLAR AVENUE TN MEMPHIS $11,275 $3,060 $197 $14,532.50 CUST. TOTAL... 11,275 3,060 197 14,532.50 85451 ROD. IND. DE PLOMO SAD FCO I MADERO 233 MX STA CATARINA $15,724 $10,693 $26,418.25 CUST. TOTAL... 15,724 10,693 26,418.25 63181 PROVOST CARTAGE 7887 GRENACHE PQ MONTREAL $1,271 $1,271.17 CUST. TOTAL... 1,271 1,271.17 85969 PSI CHEMICALS 655 WASHINGTON BLVD CT STAMFORD $737 $737.00 CUST. TOTAL... 737 737.00 66220 PUBLIC SERV ELEC & GAS P O BOX 1866 NJ NEWARK $183 $2,527 $2,711.32 CUST. TOTAL... 183 2,527 2,711.32 10346 PUERTO RICAN MARINE MGMT BOX 3170 RARITON PLAZA NJ EDISON $2,876 $2,876.44 CUST. TOTAL... 2,876 2,876.44 65127 PUROLITE 150 MONUMENT AVENUE PA BALA CYNWYD $45 $180 $225.00 CUST. TOTAL... 45 180 225.00 54965 PVS CHEMICALS INC 12260 S CARONDOLET AVE IL CHICAGO $25,184 $298 $4,895 $30,378.75 14286 PVS CHEMICALS INC 55 LEE STREET NY BUFFALO $3,243 $1,106 $9,799 $14,148.53 00032 PVS CHEMICALS INC 3149 COPLEY ROAD OH COPLEY $65,070 $2,034 $47- 13,673 $80,731.96 CUST. TOTAL... 93,498 2,034 1,357 28,368 125,259.24 12574 PVS NOLWOOD CHEMICAL INC. 10900 HARPER AVENUE MI DETROIT $3,831 $1,246 $841 $5,918.97 CUST. TOTAL... 3,831 1,246 841 5,918.97
JOB-RCPMO5 FNR 5/02/93 CO-CODE: 0 A G E D A C C O U N T S R E C E I V A B L E ENDING-DATE 5/01/93 PAGE# 102 S.C. CUST.# CUSTOMER ADDRESS ST. CITY 0-TO-30 31-TO-60 61-TO-90 OVER-90 TOTAL BAL-DUE 83903 PVS TECHNOLOGIES 10900 HARPER AVENUE MI DETROIT $35,459 $1,353 $406 $2,329 $39,548.13 CUST. TOTAL... 35,459 1,353 406 2,329 39,548.13 71195 Q O CHEMICALS INC 2801 KENT AV IN W LAFAYETTE $3,383 $3,352 $6,736.00 67220 Q O CHEMICALS INC 3324 CHELSEA AVE TN MEMPHIS $18,412 $1,125 $1,780 $21,318.29 CUST. TOTAL... 21,796 $3,352 1,125 1,780 28,054.29 87640 QUADRA CORPORATION 210 SUMMIT AVE NJ MONTVALE $5,712 $5,712.50 CUST. TOTAL... 5,712 5,712.50 06734 QUADRANT CHEMICAL CO 2600 INDUSTRIAL BVD TX MCKINNEY $3,150 $579 $3,729.90 CUST. TOTAL... 3,150 579 3,729.90 57595 QUAKER CHEMICAL CORP ELM & LEE STREET PA CONSHOHOCKEN $7,605 $6,243 $277 $51 $14,177.10 CUST. TOTAL... 7,605 6,243 277 51 14,177.10 67180 QUAKER STATE CORPORATION CONGO RD WV NEWELL $9,978 $9,978.80 CUST. TOTAL... 9,978 9,978.80 57514 QUAKER SUPREME 435 SADLER STREET AL MONTGOMERY $55 $55.00 CUST. TOTAL... 55 55.00 85029 QUALA SYSTEMS INC 3643 DEPOT RD CA HAYWARD $6,516 $6,516.00 89043 QUALA SYSTEMS INC P O BOX 1708 GA AUGUSTA $450 $450.00 87388 QUALA SYSTEMS INC P O BOX 7 GA JONESBORO $675 $675.00 89227 QUALA SYSTEMS INC P O BOX 165 LA SAINT GABRIEL $455- $455.50- 89728 QUALA SYSTEMS INC 119 E LOUGHBOROUGH ST MO SAINT LOUIS $287 $287.50 89223 QUALA SYSTEMS INC US 421 & COWPEN LANDING NC WILMINGTON $6,137 $6,137.50 89226 QUALA SYSTEMS INC CEDAR SWAMP & COOPER RDS NJ BRIDGEPORT $10,362 $10,362.50 89475 QUALA SYSTEMS INC 80 DOREMUS AVENUE NJ NEWARK $225 $225.00 66456 QUALA SYSTEMS INC BOX 174 NJ PEDRICKTOWN $3,650 $3,650.00 89903 QUALA SYSTEMS INC 470 FILLMORE AVE NY TONAWANDA $197 $197.00 89857 QUALA SYSTEMS INC P O BOX 10 OH ROSS $5,496 $5,251 $10,748.25 89231 QUALA SYSTEMS INC BOX 579 SC FAIRFOREST $14,745 $14,745.00 89547 QUALA SYSTEMS INC 4953 VIRGINIA AVE SC N CHARLESTON $15,774 $15,774.50 89725 QUALA SYSTEMS INC 131 S GARRISON RD SC ROCK HILL $1,146 $1,146.00 89233 QUALA SYSTEMS INC 701 SOUTH HWY 288 TX CLUTE $50 $50.00 89235 QUALA SYSTEMS INC P O BOX 168 WV FRIENDLY $7,775 $7,775.00 89858 QUALA SYSTEMS INC P O BOX 168 WV INSTITUTE $330 $330.00 89225 QUALA SYSTEMS INC ROUTE 2 WV NATRIUM $2,962 $2,962.50 CUST. TOTAL... 76,324 5,251 81,576.25 55074 QUALITY CHEMICALS 2112 INDUSTRIAL ROAD MI HOWELL $174 $174.00 23203 QUALITY CHEMICALS P O BOX 216 PA TYRONE $55 $55.00 CUST. TOTAL... 229 229.00 51615 QUANTUM CHEMICAL CORP 8805 NORTH TABLER ROAD IL MORRIS $165 $165.00 84610 QUANTUM CHEMICAL CORP P O BOX 429596 OH CINCINNATI $125 $125 $375 $625 $1,250.00 CUST. TOTAL... 290 125 375 625 1,415.00 70492 QUEBEC AND ONTARIO PAPER BOX 1040 ALLANBURG RD ON THOROLD $2,030 $2,030.86 CUST. TOTAL... 2,030 2,030.86
JOB-RCPMO5 FNR 5/02/93 CO-CODE: 6 A G E D A C C O U N T S R E C E I V A B L E ENDING-DATE 5/01/93 PAGE# 103 S.C. CUST.# CUSTOMER ADDRESS ST. CITY 0-TO-30 31-TO-60 61-TO-90 OVER-90 TOTAL BAL-DUE 88197 QUEBEC PIGMENTS 302 BROSSEAU ST PQ ST JEAN $110 $110.00 CUST. TOTAL... 110 110.00 03776 QUIMICA IND DEL NORTE SA P O BOX 3762 CA SAN YSIDRO $7,494 $7,494.33 CUST. TOTAL... 7,494 7,494.33 76517 QUIMOBASICOS S.A. DE C.V. AVE RUIZ CORTINES MX MONTERREY N L $2,797 $2,797.11 CUST. TOTAL... 2,797 2,797.11 06766 QUIMOBASICOS, S.A. DE C. 2200 JEFFERSON STREET TX LAREDO $280 $280.00 CUST. TOTAL... 280 280.00 73339 QUINCY COMPRESSOR 7TH AND DOBSON AVE AL BAY MINETTE $5,797 $5,797.00 CUST. TOTAL... 5,797 5,797.00 05642 R & F COAL COMPANY 538 N MAIN ST OH CADIZ $745 $745.00 CUST. TOTAL... 745 745.00 22836 R M INDUSTRIES P O BOX 770 SC FORT MILL $27 $27.50 CUST. TOTAL... 27 27.50 19883 R MAX 210 LYON DRIVE NV FERNLEY $110 $110.00 CUST. TOTAL... 110 110.00 86639 RAANI CORPORATION 5401 W 65TH STREET IL BEDFORD PARK $1,697 $1,697.70 CUST. TOTAL... 1,697 1,697.70 86169 RADCURE C/O RHONE POULENC DIV MO SAINT LOUIS $302 $302.50 CUST. TOTAL... 302 302.50 90121 RADCURE SPECIALITIES INC 2000 LAKE PARK DRIVE GA SMYRNA $5,496 $5,496.00 CUST. TOTAL... 5,496 5,496.00 57955 RADIATOR SPECIALTY CO 600 RADIATOR ROAD NC INDIAN TRAIL $90 $90.00 CUST. TOTAL... 90 90.00 88687 RAIL SERVICE INC SUITE 17 MI OKENOS $169 $524 $693.00 CUST. TOTAL... 169 524 693.00 67475 RAISIO INC 3RD & OAK STREETS PA BERWICK $145 $145.00 CUST. TOTAL... 145 145.00 67700 REA MAGNET WIRE CO INC P.O. BOX 6128 IN FORT WAYNE $7,269 $7,269.00 CUST. TOTAL... 7,269 7,269.00 58432 REACTION PRODUCTS COMPANY 840 MORTON AVE CA RICHMOND $963 $963.82 CUST. TOTAL... 963 963.82 12628 REAGENT CHEMICAL COMPANY P O BOX 584 WV INSTITUTE $392 $392.00 CUST. TOTAL... 392 392.00 89026 RECKITT & COLMAN 2 WICKMAN RD ON TORONTO $21- $21.40- CUST. TOTAL... 21- 21.40-
JOB-RCPMO5 FNR 5/02/93 CO-CODE: 6 A G E D A C C O U N T S R E C E I V A B L E ENDING-DATE 5/01/93 PAGE# 104 S.C. CUST.# CUSTOMER ADDRESS ST. CITY 0-TO-30 31-TO-60 61-TO-90 OVER-90 TOTAL BAL-DUE 80919 RECKITT & COLMAN HOUSEHO P O BOX 941 NJ WAYNE $4,019 $1,147 $5,166.50 CUST. TOTAL... 4,019 1,147 5,166.50 51205 RECOCHEM INC 131 EAST DR ON BRAMPTON $36 $36.78 07282 RECOCHEM INC 175 RUE DE LEGLISE PQ NAPIERVILLE $127 $127.50 CUST. TOTAL... 164 164.28 88106 RECOVERY SYSTEMS P O BOX 1188 MO ROLLA $3,763 $3,763.75 CUST. TOTAL... 3,763 3,763.75 04482 RED SPOT WESTLAND INC 350 SOUTH EDWIN MI WESTLAND $165 $287 $452.50 CUST. TOTAL... 165 287 452.50 87397 REDMONT SA DE CV C/O IMEX FORWARDING TX LAREDO $19,745 $19,745.00 CUST. TOTAL... 19,745 19,745.00 58200 REFINED SUGARS INC ONE FEDERAL STREET NY YONKERS $165 $210 $338 $713.00 CUST. TOTAL... 165 210 338 713.00 87100 REGAL MARINE INDUSTRIES P O BOX 369 TN SMITHVILLE $27 $27.50 CUST. TOTAL... 27 27.50 22246 REGALITE PLASTICS CORP 300 NEEDHAN STREET MA NEWTON UPR FLS $36 $36.00 CUST. TOTAL... 36 36.00 08628 REGIONAL ENTERPRISES 410 WATER ST VA HOPEWELL $27 $27 $55.00 CUST. TOTAL... 27 27 55.00 04430 REICHHOLD CHEMICAL COMPA P O DRAWER K DE DOVER $843 $843.52 CUST. TOTAL... 843 843.52 63085 REICHOLD CHEMICAL COMPANY P O BOX 1433 FL PENSACOLA $682 $682.00 06660 REICHOLD CHEMICAL COMPANY COLLINS ROAD IL MORRIS $814 $814.84 70510 REICHOLD CHEMICAL COMPANY 6401 CHEMICAL RD MD BALTIMORE $1,137 $55 $1,192.34 77215 REICHOLD CHEMICAL COMPANY P O BOX 13582 MO RES TRIANGLE P $3,077 $3,082 $6,160.00 04437 REICHOLD CHEMICAL COMPANY 400 DOREMUS AVENUE NJ NEWARK $900 $900.25 70310 REICHOLD CHEMICAL COMPANY 46 ALBERT AVE NJ NEWARK $96 $96.00 75254 REICHOLD CHEMICAL COMPANY 400 DOREMUS AVENUE NJ NEWARK $825 $825.00 00561 REICHOLD CHEMICAL COMPANY 1919 WILSON AVENUE ON WESTON $110 $192 $759 $1,062.00 73978 REICHOLD CHEMICAL COMPANY ROUTE 50N STREET PA BRIDGEVILLE $230 $230.00 68490 REICHOLD CHEMICAL COMPANY 1503 HAYDEN ROAD TX HOUSTON $2,914 $2,914.92 CUST. TOTAL... 8,054 192 6,630 14,877.35 89521 REICHOLD CHEMICALS INC 300 HADGRAFT GA CHICKAMAUGA $55 $55.00 CUST. TOTAL... 55 55.00 88610 REILLY INDUSTRIES INC P O BOX 41078 IN INDIANAPOLIS $625 $82 $708.25 CUST. TOTAL... 625 82 708.25 77422 REILLY WHITEMAN INC 800 OCEAN ROAD NJ POINT PLEASANT $3,361 $3,361 $1,947 $4,204 $12,873.75 58700 REILLY WHITEMAN INC 801 WASHINGTON STREET PA CONSHOHOCKEN $3,395 $110 $55 $52 $3,612.00 CUST. TOTAL... 6,756 3,471 2,002 4,256 16,485.75
JOB-RCPMO5 FNR 5/02/93 CO-CODE: 6 A G E D A C C O U N T S R E C E I V A B L E ENDING-DATE 5/01/93 PAGE# 105 S.C. CUST.# CUSTOMER ADDRESS ST. CITY 0-TO-30 31-TO-60 61-TO-90 OVER-90 TOTAL BAL-DUE 21083 RELIANCE UPHOLSTERY CO 15902 S MAIN ST CA GARDENA $45 $45.00 CUST. TOTAL... 45 45.00 55707 REMALY FUEL COMPANY 6751 PENNA ROUTE 873 PA SLATINGTON $125 $125.68 CUST. TOTAL... 125 125.68 82087 REMARC CHEMICAL COMPANY 5523 HAVENWOODS DRIVE TX HOUSTON $1,033 $1,033.00 CUST. TOTAL... 1,033 1,033.00 04451 RENOSOL CORPORATION 505 HOOVER STREET MI FARWELL $110 $135 $165 $410.00 CUST. TOTAL... 110 135 165 410.00 89162 RENTAL UNIFORM SERVICE 5901 MIDDLEBROOK PIKE TN KNOXVILLE $27 $27.50 CUST. TOTAL... 27 $27.50 85467 REPROCELL PULP & PAPER 5600 S ALEMEDA CA VERNON $660 $660.00 CUST. TOTAL... 660 660.00 89432 REPUBLIC ENVIRONMENTAL S 2869 SANDSTONE DRIVE PA HATFIELD $82 $220 $302.50 CUST. TOTAL... 82 220 302.50 85322 RESEARCH OIL COMPANY 2777 BROADWAY OH CLEVELAND $330 $330.00 CUST. TOTAL... 330 330.00 25619 RESIN TECHNOLOGY INC 2270 S CASTLE HARBOR PL CA ONTARIO $90 $90.00 CUST. TOTAL... 90 90.00 09459 RESINALL INC 102 DIXIE PINE ROAD MS HATTIESBURG $55 $55.00 16915 RESINALL INC P O BOX 195 NC SEVERN $165 165 CUST. TOTAL... 220 220.00 68980 REVLON PROFESSIONAL PROD P O BOX 984 NJ EDISON $1,666 $619 $2,286.20 CUST. TOTAL... 1,666 619 2,286.20 69010 REYNOLDS METALS COMPANY CAVERNS BLVD VA GROTTOES $27 $27.50 02707 REYNOLDS METALS COMPANY P O BOX 27003 VA RICHMOND $756 $756.00 CUST. TOTAL... 756 27 783.50 01078 RHONE POULENC BASIC CHEM 8615 MANCHESTER ROAD TX HOUSTON $560 $40 $515 $1,115.00 CUST. TOTAL... 560 40 515 1,115.00 83043 RHONE POULENC CHEMICAL 3929 MEDFORD ST CA LOS ANGELES $27 $27 $55.00 08471 RHONE POULENC CHEMICAL 100 MOCOCO ROAD CA MARTINEZ $177 $177.00 86347 RHONE POULENC CHEMICAL 501 NICHOLS ROAD CA PITTSBURG $609 $609.00 27596 RHONE POULENC CHEMICAL 4570 ARDINE STREET CA SOUTH GATE $8,501 $26 $8,527.23 01017 RHONE POULENC CHEMICAL INDUSTRIAL PKWY GA WINDER $1,467 $2,495 $5,784- $4,186- $6,007.60- 05802 RHONE POULENC CHEMICAL 2000 MICHIGAN STREET IN HAMMOND $27 $27.50 07936 RHONE POULENC CHEMICAL 1495 SOUTH 11TH ST KY LOUISVILLE $2,241 $432 $2,673.50 04760 RHONE POULENC CHEMICAL P O BOX 828 LA BATON ROUGE $4,363 $1,981 $515 $1,341 $8,201.25 06426 RHONE POULENC CHEMICAL P O BOX 773 LA SPINGHILL $356 $356.50 86700 RHONE POULENC CHEMICAL 207 TELEGRAPH DR NC GASTONIA $27 $532 $62 $622.66 85098 RHONE POULENC CHEMICAL CN 7500 BLDG N NJ CRANBURY $1,560 $1,560.00
JOB-RCPMO5 FNR 5/02/93 CO-CODE: 6 A G E D A C C O U N T S R E C E I V A B L E ENDING-DATE 5/01/93 PAGE# 106 S.C. CUST.# CUSTOMER ADDRESS ST. CITY 0-TO-30 31-TO-60 61-TO-90 OVER-90 TOTAL BAL-DUE 65530 RHONE POULENC CHEMICAL INTERNATIONAL BILLING ON NJ CRANBURY $360 $360.00 86706 RHONE POULENC CHEMICAL CN 7500 BLDG N NJ CRANBURY $665 $980 $1,646.30 56840 RHONE POULENC CHEMICAL 68 CULVER ROAD NJ DAYTON $2,411 $2,411.00 00531 RHONE POULENC CHEMICAL 125 BLACKHORSE LANE NJ MONMOUTH JCT $3,812 $317 $4,129.50 65450 RHONE POULENC CHEMICAL PO BOX 1259 NJ SOMERVILLE $107,555 $13,981 $2,369 $1,473 $125,380.96 86100 RHONE POULENC CHEMICAL 2300 S PENNSYLVANIA AVE MORRISVILLE $13,927 $3,539 $17,467.04 77159 RHONE POULENC CHEMICAL SIMMS CHAPEL ROAD SC SPARTANBURG $856 $812 $3,025 $502- $4,191.50 01527 RHONE POULENC CHEMICAL BOX 1130 CONTINENTAL BLV TN NASHVILLE $577 $2,277 $357- $2,497.75 69170 RHONE POULENC CHEMICAL 5213 HIGHWAY 332-E TX FREEPORT $6,817 $5,209 $220 $12,246.00 64806 RHONE POULENC CHEMICAL ROUTE 25 WV INSTITUTE $275 $799- $524.00- 07670 RHONE POULENC CHEMICAL PO BOX 22776 CA LONG BEACH $6,194 $374- $292- $918- $4,608.98 CUST. TOTAL... 159,563 30,539 328 786 191,217.07 12887 RHONE POULENC SPECIALITI 490 DUFFERIN STREET PQ VALLEYFIELD $3,948 $5,324 $27- $9,245.73 74065 RHONE POULENC SPECIALITI 2000 ARGENTIA RD ON MISSISSAUGA $220 $1,875 $2,095.50 CUST. TOTAL... 4,168 7,200 27- 11,341.23 01000 RHONE POULENC SURFACTANT 3440 FAIRFIELD ROAD MD BALTIMORE $1,666 $495 $799 $2,960.70 CUST. TOTAL... 1,666 495 799 2,960.70 08779 RICHARDS PAINT MFG CO 200 PAINT STREET FL ROCKLEDGE $382 $382.50 CUST. TOTAL... 382 382.50 78729 RIMTEC BEVERLY ROAD NJ BURLINGTON $2,460 $2,460.00 CUST. TOTAL... 2,460 2,460.00 51389 RINCHEM COMPANY INC 4115 WEST TURNEY AVENUE AZ PHOENIX $55 $55.00 CUST. TOTAL... 55 55.00 06741 RIO GRANDE FORWARDING 1360 N CENTRAL AVE TX BROWNSVILLE $2,350 $2,350.00 86107 RIO GRANDE FORWARDING 1333 E 14TH ST TX BROWNSVILLE $2,000 $360 $2,360.00 CUST. TOTAL... 4,350 360 4,710.00 78330 RISTANCE COMPOUNDS PO BOX 1230 IL LANSING $55 $55.00 CUST. TOTAL... 55 55.00 84624 RITA CORP C/O AGENCIA ADUADE AMERI TM LAREDG $420 $40 $420.00 CUST. TOTAL... 420 40 420.00 76369 RIVERHEAD TRANSIT MIX CO 25 MONTCLAIR AVE NY SAINT JAMES $420.00 CUST. TOTAL... 420.00 57320 ROBINSON CHEMICAL COMPAN 16 WASHINGTON STREET MO CAMBRIDGE $4,047 $4,047.45 4,047 4,047.45 74884 ROCHESTER GAS & ELECTRIC PO BOX 40660 NY ROCHESTER $55 $55.00 CUST. TOTAL... 55 55.00 19556 ROCHESTER PRODUCTS 1000 LEXINGTON AVENUE NY ROCHESTER CUST. TOTAL... $110 $110.00 110 110.00 80826 ROCKLAND COUNTY SEWER DI 4 ROUTE 340 NY ORANGEBURG $150 $150.00 CUST. TOTAL... 150 150.00
JOB-RCPMO5 FNR 5/02/93 CO-CODE: 6 A G E D A C C O U N T S R E C E I V A B L E ENDING-DATE 5/01/93 PAGE# 107 S.C. CUST.# CUSTOMER ADDRESS ST. CITY 0-TO-30 31-TO-60 61-TO-90 OVER-90 TOTAL BAL-DUE 65364 RODCO INTERNATIONAL 8930 FOURWINDS DR TX SAN ANTONIO $4,598 $8,251 $6,269 $2,730 $21,849.09 CUST. TOTAL... 4,598 8,251 6,269 2,730 21,849.09 89429 ROHM & HAAS CANADA INC C/O BENJAMIN MOORE & CON BC ALDERGROVE $4,993 $4,993.62 CUST. TOTAL... 4,993 4,993.62 87501 ROHM & HAAS COMPANY 14420 MACAW BLVD CA LA MIRADA $3,723 $368 $78 $521- $3,649.25 87502 ROHM & HAAS COMPANY 6800 ROBERTSON AVENUE CA NEWARK $78 $78.00 87500 ROHM & HAAS COMPANY PO BOX 909711 IL CHICAGO $173,572 $90,111 $11,566 $245 $275,495.62 59435 ROHM & HAAS COMPANY PO BOX 32260 KY LOUISVILLE $60 $60.00 88352 ROHM & HAAS COMPANY 14700 MALLARD CREEK RD NC CHARLOTTE $618 $82 $110 $810.00 77435 ROHM & HAAS COMPANY 2 MANSE ROAD ON WEST HILL $107 $21 $128.40 89211 ROHM & HAAS COMPANY C/O CHEMICAL LEAMAN TANK PA BENSALEM $1,544 $52 $104 $1,700.50 59515 ROHM & HAAS COMPANY PA BRISTOL $142 $142.00 66140 ROHM & HAAS COMPANY RICHMOND, BRIDGE & THOMP PA PHILADELPHIA $125 4125.00 70320 ROHM & HAAS COMPANY ATTN TRAN DEPT BLD 60 PA PHILDELPHIA $190,494 $7,070 $2,090 $4,650 $204,305.80 80960 ROHM & HAAS COMPANY 5000 RICHMOND STREET PA PHILADELPHIA $109,030 $14,294 $3,018 $442- $125,900.29 59565 ROHM & HAAS COMPANY PO BOX 672 TX DEER PARK $552 $552.00 CUST. TOTAL... 479,909 112,078 16,856 4,102 612,947.36 77652 ROLLAND INC 455 ROLLAND AVE PQ ST JEROME, TE $6,970 $6,970.00 CUST. TOTAL... 6,970 6,970.00 55110 ROLLINS ENVIRONMENTAL SE PO BOX 74137 LA BATON ROUGE $1,960 $5,138 $1,960.00 02653 ROLLINS ENVIRONMENTAL SE PO BOX 609 TX DEER PARK 5,138 $5,138.00 CUST. TOTAL... $1,960 7,098.00 72504 ROMIC CHEMICAL COMPANY 6760 W ALLISON ROAD AZ CHANDLER $3,284 $3,284.00 08467 ROMIC CHEMICAL COMPANY 2081 BAY ROAD CA E PALO ALTO $55 $55.00 CUST. TOTAL... 3,284 55 3,339.00 20762 ROSCOM 40 ENTERPRISE AVENUE NJ TRENTON $27 $137 4165.00 CUST. TOTAL... 27 137 165.00 56177 ROTONDO-PENN CAST 514 TOWNSHIP LINE ROAD PA TELFORD $170 $170.00 CUST. TOTAL... 170 170.00 58816 ROUGE STEEL COMPANY PO BOX 195000 MI BURTON $1,806 $1,806.40 CUST. TOTAL... 1,806 1,806.40 88518 ROUTE 85 LUMBER 522 CHURCH ST CT HEBRON $42 $42.00 CUST. TOTAL... 42 42.00 77914 ROY BROTHERS INC 764 BOSTON ROAD MA BILLERICA $212 $212.00 CUST. TOTAL... 212 212.00 04317 ROYAL CHEMICAL COMPANY PO BOX 172 OH MACEDONIA $300 $1,252 $1,552.50 CUST. TOTAL... 300 1,252 1,552.50 64899 ROYAL CROWN BOTTLING CO 1000 TENTH AVENUE GA COLUMBUS $110 $110.00 CUST. TOTAL... 110 110.00
JOB-RCPMO5 FNR 5/02/93 CO-CODE: 6 A G E D A C C O U N T S R E C E I V A B L E ENDING-DATE 5/01/93 PAGE# 108 S.C. CUST.# CUSTOMER ADDRESS ST. CITY 0-TO-30 31-TO-60 61-TO-90 OVER-90 TOTAL BAL-DUE 13648 ROYCE ASSOCIATES 35 CARLTON AVENUE NJ E RUTHERFORD $704- $704.00- CUST. TOTAL... 704- 704.00- 23318 RUBATEX INCORPORATED PO BOX 340 VA BEDFORD $1,204- $1,204.55- CUST. TOTAL... 1,204- 1,204.55- 75802 RUBBERMAID INC 1616 WHEAT RD KS WINFIELD $82 $82.50 CUST. TOTAL... 82 82.50 71020 RUBICON CHEMICAL INC PO BOX 517 LA GEISMAR $60,638 $938 $61,576.43 CUST. TOTAL... 60,638 938 61,576.43 70960 RUCO POLYMER CORPORATION NEW SOUTH ROD NY HICKSVILLE $34,807 $9,165 $82 $44,054.90 CUST. TOTAL... 34,807 9,165 82 44,054.90 19924 RUETGERS NEASE CHEMICAL 500 CLANTON ROAD GA AUGUSTA $2,071 $2,071.00 RUETGERS NEASE CHEMICAL 10740 PADDYS RUN ROAD OH FERNALD $1,594 $1,594.00 RUETGERS NEASE CHEMICAL 201 STRUBLE ROAD PA STATE COLLEGE $43,270 $732 $20 $44,023.53 CUST. TOTAL... 46,935 732 20 47,688.53 53436 RUSH TRUCKING 382 ROUTE 15 SOUTH 15 NJ WHARTON $100 $100.00 CUST. TOTAL... 100 100.00 06394 S & S CHEMICAL COMPANY 333 JERICHO TURNPIKE NJ JERICHO $172- $172.00- CUST. TOTAL... 172- 172.00- 67024 S A B H 18450 S MILES ROAD OH CLEVELAND $165 $165.00 CUST. TOTAL... 165 165.00 52005 S A DAY MFG CO INC 1489 NIAGARA STREET NY BUFFALO $2,059 $1,266 $3,325.61 CUST. TOTAL... 2,059 1,266 3,325.61 05238 S C JOHNSON & SON INC 1525 HOWE STREET WI RACINE $110 $55 $110 $275.00 CUST. TOTAL... 110 55 110 275.00 03234 S C M CORPORATION 3901 FT ARMISTEAD ROAD MD BALTIMORE $1,973 $50 $2,023.00 CUST. TOTAL... 1,973 50 2,023.00 22130 S C M ORGANIC CHEMICALS PO BOX 389 FL JACKSONVILLE $396 $396.00 CUST. TOTAL... 396 396.00 51892 S D WARREN COMPANY R F D #3 ME SKOWHEGAN $1,855 $721 $1,602 $4,179.35 04699 S D WARREN COMPANY SUBSIDARY OF SCOTT PAPE ME WESTBROOK $24,278 $2,790 427,068.00 CUST. TOTAL... 26,133 2,790 721 1,602 31,247.35 01265 S L GILMAN PAINT CO 2250 MORELAND AVENUE S E GA ATLANTA $5,907 $847 $2,073 $48,828.50 CUST. TOTAL... 5,907 847 2,073 48,828.50 77112 S S T CORPORATION 15 LEIGH FISHER TX EL PASO $440 $275- $725 $890.00 CUST. TOTAL... 440 275- 725 890.00 89196 SABIC MARKETING AMERICAS METRO CENTER CT STAMFORD $275 $275.00 CUST. TOTAL... 275 275.00
JOB-RCPMO5 FNR 5/02/93 CO-CODE: 0 A G E D A C C O U N T S R E C E I V A B L E ENDING-DATE 5/01/93 PAGE# 109 S.C. CUST.# CUSTOMER ADDRESS ST. CITY 0-TO-30 31-TO-60 61-TO-90 OVER-90 TOTAL BAL-DUE 13047 SAFETY KLEEN CORPORATION 1445 W 42ND STREET IL CHICAGO $137 $275 $1,082 $1,494.75 74012 SAFETY KLEEN CORPORATION 633 E 138TH STREET IL DOLTON $445 $445.00 02052 SAFETY KLEEN CORPORATION 777 BIG TIMBER ROAD IL ELGIN $12,073 $34,543 $14,572 $1,874 $63,063.76 62361 SAFETY KLEEN CORPORATION STATE HWY 146 KY NEW CASTLE $452 $27 $90 $816 $1,386.25 74773 SAFETY KLEEN CORPORATION 1200 SYLVAN ST NJ LINDEN $12,728 $330 $55 $20,357 $33,470.00 89069 SAFETY KLEEN CORPORATION 16540 S E 130TH OR CLACKAMAS $1,669 $3,408 $5,078.40 71758 SAFETY KLEEN CORPORATION RT 2 BOX 418 SC HOLLY HILL $102 $102.50 CUST. TOTAL... 25,391 36,571 14,992 28,086 105,040.66 73226 SAN MATEO FORWARDING INC 9220 SAN MATEO DR IND PA TX LAREDO $840 $840.00 CUST. TOTAL... 840 840.00 86925 SANCAP ABRASIVES 16123 ARMOUR ROAD N E OH ALLIANCE $557 $557.00 CUST. TOTAL... 557 557.00 86796 SANDOZ AGRO INC 1300 E TOUHY AVE IL DES PLAINES $4,041 $4,041.05 CUST. TOTAL... 4,041 4,041.05 68041 SANDOZ CHEMICALS CORP HIGHWAY 27 WEST NC CHARLOTTE $798 $82 $880.50 65587 SANDOZ CHEMICALS CORP P O BOX 26035 NC CHARLOTTE $599 $599.15 76400 SANDOZ CHEMICALS CORP P O BOX 669246 NC CHARLOTTE $595 $337 $932.50 05364 SANDOZ CHEMICALS CORP HIGHWAY 102 SC MARTIN $200 $200.00 CUST. TOTAL... 2,192 82 337 2,612.15 19501 SANITARY SOAP COMPANY 81 DALE AVENUE NJ PATERSON $135 $135.00 CUST. TOTAL... 135 135.00 84817 SARA LEE KNIT PRODUCTS I-40 & JAMESTOWN RD NC MORGANTON $472- $472.00- CUST. TOTAL... 472- 472.00- 79942 SARTOMER COMPANY 468 THOMAS JONES WAY PA EXTON $1,837 $806 $1,967 $4,610.02 CUST. TOTAL... 1,837 806 1,967 4,610.02 78321 SATTELITE INT'L SUPPLY I 502 CHAPARRAL TX VICTORIA $180 $180.00 CUST. TOTAL... 180 180.00 80267 SATURN CORPORATION CENTE HIHGWAY 31 SOUTH TN SPRING HILL $797 $797.50 CUST. TOTAL... 797 797.50 71660 SAYLES BILTMORE BLEACHER P O BOX 2749 NC ASHEVILLE $348- $348.16- CUST. TOTAL... 348- 348.16- 71900 SCHENECTADY INTERNATIONA CONGRESS ST & 10TH AVE NY SCHENECTADY $9,567 $577 $577 $2,299 $13,022.35 03416 SCHENECTADY INTERNATIONA 319 COMSTOCK ROAD ON SCARBOROUGH $165 $390 $555.56 05019 SCHENECTADY INTERNATIONA ROUTE 523 TX FREEPORT $4,183 $1,561 $5,744.79 CUST. TOTAL... 13,916 577 577 4,251 19,322.70 60789 SCHULLER INTERNATIONAL P O BOX 5130 WV VIENNA $1,471 $1,471.87 CUST. TOTAL... 1,471 1,471.87 83272 SCM CHEMICALS C/O CONTINENTAL TRAFFIC TN MEMPHIS $3,688 $3,688.00 CUST. TOTAL... 3,688 3,688.00
JOB-RCPMO5 FNR 5/02/93 CO-CODE: 0 A G E D A C C O U N T S R E C E I V A B L E ENDING-DATE 5/01/93 PAGE# 110 S.C. CUST.# CUSTOMER ADDRESS ST. CITY 0-TO-30 31-TO-60 61-TO-90 OVER-90 TOTAL BAL-DUE 60109 SCOT LUBRICANTS 1715 E TREMONT STREET PA ALLENTOWN $168 $168.00 CUST. TOTAL... 168 168.00 10540 SCOTFORD/CO/SHELL CANADA 75 WINFORD DRIVE ON DON MILLS $6,005 $602 $6,607.50 CUST. TOTAL... 6,005 602 6,607.50 56207 SCOTT LABS INC 18841 PARK CIRCLE DR OH CHAGRIN FALLS $247 $55 $302.50 CUST. TOTAL... 247 55 302.50 89430 SCOTT PAPER CO NORTHWEST OPERATIONS WA EVERETT $2,480 $2,480.60 CUST. TOTAL... 2,480 2,480.60 28424 SCOTT PAPER COMPANY P O BOX 9010 PA PHILDADELPHIA $2,297 $137 $6,781 $9,217.13 CUST. TOTAL... 2,297 137 6,781 9,217.13 84731 SEA-PRO BOATS INC 769 CHAPIN RD SC CHAPIN $150 $150.00 CUST. TOTAL... 150 150.00 05066 SEALED AIR CORPORATION OLD SHERMAN TURNPIKE CT DANBURY $137 $27- $110.00 CUST. TOTAL... 137 27- 110.00 73620 SEALMASTER MANUFACTURING P O BOX 282 PA HILLSBILLE $654 $981 $1,635.00 CUST. TOTAL... 654 981 1,635.00 53403 SEALRIGHT COMPANY INC 4209 EAST NOAKES STREET CA CITY OF COMMER $120 $120.00 CUST. TOTAL... 120 120.00 67562 SEELER INDUSTRIES 2000 N BROADWAY STREET IL JOLIET $3,067 $3,067.00 CUST. TOTAL... 3,067 3,067.00 86738 SEGO P O BOX 3526 OR PORTLAND $381 $381.40 CUST. TOTAL... 381 381.40 56251 SELECTIVE COATINGS INC 5008 INDUSTRIAL BLVD NJ FARMINGDALE $1,692 $1,692.00 CUST. TOTAL... 1,692 1,692.00 78125 SERVICE COATINGS INC 15600 LATHROP STREET IL HARVEY $165 $220 $55 $82 $522.50 CUST. TOTAL... 165 220 55 82 522.50 57880 SERVICES TMG 3400 CHEMIN DUCOLUMB PQ ST HONORE $217- $217.63- CUST. TOTAL... 217- 217.63- 85163 SFPP L T 588 S FIGUEROA STREET CA LOS ANGELES $1,536 $1,536.33 1,536 1,536.33 01442 SHAKESPEARE COMPANY PO BOX 733 SC NEWBERRY $27 $342 $370.00 CUST. TOTAL... 27 342 370.00 78937 SHANNON CHEMICAL CORP 602 JEFFERS CIRCLE PA EXTON $413 $413.00 CUST. TOTAL... 413 413.00 02778 SHARON TUBE COMPANY 134 MILL STREET PA SHARON $243 $253 $507.56 CUST. TOTAL... 243 253 507.56
JOB-RCPMO5 FNR 5/02/93 CO-CODE: 0 A G E D A C C O U N T S R E C E I V A B L E ENDING-DATE 5/01/93 PAGE# 111 S.C. CUST.# CUSTOMER ADDRESS ST. CITY 0-TO-30 31-TO-60 61-TO-90 OVER-90 TOTAL BAL-DUE 63539 SHEBOYGAN PAINT CO INC HWY 100 & SECOND ST GA CEDARTOWN $906 $906.35 CUST. TOTAL... 906 906.35 76642 SHELL CANADA 6010 NOTRE DAME STREET PQ MONTREAL $2,998 $2,998.25 CUST. TOTAL... 2,998 2,998.25 16629 SHELL CHEMICAL COMPANY P O BOX 6249 CA CARSON $247 $1,553 $1,800.50 81341 SHELL CHEMICAL COMPANY 20945 S WILMINGTON AVE CA CARSON $672 $672.00 73640 SHELL CHEMICAL COMPANY BOX 500 ATT SHIPPING DEP LA GEISMAR $27 $110 $900 $1,037.50 78484 SHELL CHEMICAL COMPANY P O BOX 10 LA NORCO $397 $397.00 73830 SHELL CHEMICAL COMPANY 111 STATE STREET NJ SEWAREN $165 $165.00 73550 SHELL CHEMICAL COMPANY P O BOX 4444 TX DEER PARK $1,279 $1,279.00 74394 SHELL CHEMICAL COMPANY P O BOX 2633 TX DEER PARK $302 $577 $880.00 63357 SHELL CHEMICAL COMPANY P O BOX 1876 TX HOUSTON $6,060 $4,852 $4,079 $14,991.56 73780 SHELL CHEMICAL COMPANY P O BOX 1876/ATT FRT ACC TX HOUSTON $57,138 $979 $1,500 $59,618.23 77088 SHELL CHEMICAL COMPANY P O BOX 3105 TX HOUSTON $3,769 $4,994.00 89675 SHELL CHEMICAL COMPANY P O BOX 3105 TX HOUSTON $4,994 CUST. TOTAL... 63,638 13,462 397 12,106 89,604.78 14020 SHELL DEVELOPMENT COMPAN P O BOX 1382 TX HOUSTON $2,845 $35 $2,880.60 CUST. TOTAL... 2,845 35 2,880.60 71413 SHELL OIL COMPANY 1622 E SEPULVEDA BLVD CA CARSON $55 $55.00 00712 SHELL OIL COMPANY P O BOX 711 CA MARTINEZ $2,062 $566 $76,034 $78,663.25 56616 SHELL OIL COMPANY P O BOX 262 IL WOOD RIVER $2,719- $2,719.30- 22501 SHELL OIL COMPANY P O BOX 7400 LA METAIRIE $1,467 $1,467.92 67075 SHELL OIL COMPANY HWY 61 & RIVER ROAD LA NORCO $1,485 $4,485.00 54721 SHELL OIL COMPANY P O BOX 68 NJ SEWAREN $1,707 $1,707.64 73530 SHELL OIL COMPANY 2982 WASHINGTON BLVD OH BELPRE $2,886 $347 $3,234.00 02769 SHELL OIL COMPANY C/O GORDON TERMINAL PA MCKEES ROCKS $990- $990.86- 64591 SHELL OIL COMPANY P O BOX 100 TX DEER PARK $4,077 $4,077.00 20865 SHELL OIL COMPANY P O BOX 2463 TX HOUSTON $622 $622.83 72452 SHELL OIL COMPANY P O BOX 2463 TX HOUSTON $3,311 $3,311.89 73760 SHELL OIL COMPANY P O BOX 4480/EDI BILLING TX HOUSTON $24,974 $2,606 $1,282- $26,298.35 75337 SHELL OIL COMPANY P O BOX 4787 TX HOUSTON $1,453 $944 $75 $2,472.00 76581 SHELL OIL COMPANY P O BOX 3105/TONI MURPHY TX HOUSTON $5,365 $5,365.00 78048 SHELL OIL COMPANY P O BOX 4408 TX HOUSTON $31,525 $7,468 $137 $10,638 $49,770.12 81351 SHELL OIL COMPANY P O BOX 4408 TX HOUSTON $7,254 $7,254.00 CUST. TOTAL... 78,473 15,867 1,144- 88,877 182,073.84 50635 SHELL WESTERN E & P INC BOX 150 CA COALINGA $45 $45.00 55319 SHELL WESTERN E & P INC P O BOX 4632 TX HOUSTON $2,606 $2,606.32 CUST. TOTAL... 2,651 $2,651.32 73800 SHENANGO INC 200 NEVILLE ROAD PA PITTSDBURGH $2,252 $876 $3,128.60 CUST. TOTAL... 2,252 876 3,128.60 73720 SHEPHERD CHEMICAL COMPAN 2803 HIGHLAND AVE OH CINCINNATI $1,180 $1,180.88 CUST. TOTAL... 1,180 1,180.88 04754 SHEREX CHEMICAL COMPANY P O BOX 646 OH DUBLIN $2,097 $2,097.00 CUST. TOTAL... 2,097 2,097.00
JOB-RCPMO5 FNR 5/02/93 CO-CODE: 0 A G E D A C C O U N T S R E C E I V A B L E ENDING-DATE 5/01/93 PAGE# 112 S.C. CUST.# CUSTOMER ADDRESS ST. CITY 0-TO-30 31-TO-60 61-TO-90 OVER-90 TOTAL BAL-DUE 53960 SHERMAN HEATING OIL P O BOX 206 DE MILTON $245- $245.25- CUST. TOTAL... 245- 245.25- 09175 SHERWIN WILLIAMS COMPANY 1450 SHERWIN AVENUE CA EMERYVILLE $330 $330.00 50665 SHERWIN WILLIAMS COMPANY 11700 S COTTAGE GROVE AV IL CHICAGO $82 $27 $110.00 08303 SHERWIN WILLIAMS COMPANY BOGGS LANE SOUTH KY RICHMOND $247 $247.50 20436 SHERWIN WILLIAMS COMPANY 2326 HOLLINS FERRY ROAD MD BALTIMORE $310 $302 $36 $649.17 22090 SHERWIN WILLIAMS COMPANY 1025 HOWARD STREET NC GREENSBORO $247 $110 $275 $632.50 79740 SHERWIN WILLIAMS COMPANY 119 STAGECOACH TRAIL NC GREENSBORO $106 $55 $805 $966.50 73940 SHERWIN WILLIAMS COMPANY 2802 W MILLER RD TX GARLAND $340 $45 $302 $582 $1,270.00 CUST. TOTAL... 1,664 540 577 1,424 4,205.67 83645 SHERWIN WILLIAMS CO #150 W SAND LAKE ROAD FL ORLANDO $45 $45 $90.00 CUST. TOTAL... 45 45 90.00 18868 SHERWOOD MEDICAL INDUSTR HOOK ROAD/P O BOX 147 NY ARGYLE $55 $55.00 CUST. TOTAL... 55 55.00 65130 SHINTECH 5616 HWY 332 EAST TX FREEPORT $4,088 $292 $4,380.00 CUST. TOTAL... 4,088 292 4,380.00 56088 SHRIEVE CHEMICAL COMPANY 1717 WOODSTEAD COURT TX WOODLAND $1,339 $1,339.50 CUST. TOTAL... 1,339 1,339.50 51274 SHU CHEM INC PO BOX 159 TX MANVEL $120 $40 $40 $200.00 CUST. TOTAL... 120 40 40 200.00 80156 SICO INC 2505 AV DE LA METROPOLE PQ LONGUEVIL $851 $851.19 CUST. TOTAL... 851 851.19 54666 SIDNEY COAL COMPANY P O BOX 299 KY SIDNEY $110 $1,743 $1,853.00 CUST. TOTAL... 110 1,743 1,853.00 22154 SILGAN PLASTICS CORP P O BOX 405 CT DEEP RIVER $3,787 $3,787.24 CUST. TOTAL... 3,787 3,787.24 90174 SIMPLOT SOILBUILDERS P O BOX 10004 WA YAKIMA $120 $120.00 CUST. TOTAL... 120 120.00 16111 SIMPSON PAPER COMPANY RIVER & MANOR RD PA MIQUON $52 $52.52 07596 SIMPSON PAPER COMPANY P O BOX 129 VT GILMAN $27 $27.50 CUST. TOTAL... 80 80.02 82507 SIMS WAREHOUSE 714 CHATT. AVE GA DALTON $55 $55.00 CUST. TOTAL... 55 55.00 63015 SLACK CHEMICAL COMPANY 465 SO CLINTON ST NY CARTHAGE $27 $27.50 CUST. TOTAL... 27 27.50 65747 SLOSS INDUSTRIES CORP P O BOX 5327 AL BIRMINGHAM $165 $165.00 CUST. TOTAL... 165 165.00
JOB-RCPMO5 FNR 5/02/93 CO-CODE: 0 A G E D A C C O U N T S R E C E I V A B L E ENDING-DATE 5/01/93 PAGE# 113 S.C. CUST.# CUSTOMER ADDRESS ST. CITY 0-TO-30 31-TO-60 61-TO-90 OVER-90 TOTAL BAL-DUE 87930 SNOWDEN ENTERPRISES 3257 EAST CENTRAL CA FRESNO $340 $340.80 CUST. TOTAL... 340 340.80 50401 SNPE NORTH AMERICA INC 103 CARNEGIE CENTER NJ PRINCETO $285 $285.50 CUST. TOTAL... 285 285.50 13298 SOCO WESTERN CHEM CORP 3270 E WASHINGTON BLVD CA LOS ANGELES $82 $55- $27.50 CUST. TOTAL... 82 55- 27.50 86630 SOFECIA S A 2 STAMFORD LANDING CT STAMFORD $786 $786.00 87605 SOFECIA S A 10 WESTPORT ROAD CT WILTON $1,312 $810 $3,646 $5,769.54 24660 SOFECIA S A 920 STATE STREET NJ PERTH AMBOY $180 $180.00 CUST. TOTAL... 1,312 810 4,612 6,735.54 22874 SOLLIDAY OIL COMPANY P O BOX 7 MD HAGERSTOWN $168- $168.60- CUST. TOTAL... 168- 168.60- 89084 SOLVAY AUTOMOTIVE C/O E I DUPONT IN SOUTH BEND $913 $1,080 $1,994.42 CUST. TOTAL... 913 1,080 1,994.42 89796 SOLVAY MINERALS WEST VACO RD WY GREEN RIVER $180 $180.00 CUST. TOTAL... 180 180.00 02551 SOLVENTS & CHEMICALS 4704 SHANK ROAD TX PEARLAND $126 $126.00 84994 SOLVENTS & CHEMICALS INC 242 DIVIDEND AVE TX MIDLOTHIAN $188 $188.00 CUST. TOTAL... 314 314.00 23215 SOLVOX MFG COMPANY 11725 WEST FAIRVIEW AVE WI MILWAUKEE $2,052 $2,052.00 CUST. TOTAL... 2,052 2,052.00 61785 SONOCO PRODUCTS COMPANY 4856 OLD DIXIE ROAD GA FOREST PARK $748 $748 $1,496.80 76070 SONOCO PRODUCTS COMPANY 1-85 NORTH 2ND STREET SC HARTSVILLE $1,367 $1,367.95 88854 SONOCO PRODUCTS COMPANY 1925 COUNTRY CLUB TX CARROLLTON $137 $137.50 CUST. TOTAL... 2,116 748 137 3,002.25 66946 SONY MAGETIC PRODUCTS IN RT 4 BOX 278 W TX LAREDO $557 $27 $585.00 CUST. TOTAL... 557 27 585.00 53389 SORG PAPER COMPANY 901 MANCHESTER STREET OH MIDDLETOWN $2,682 $884 $3,566.22 CUST. TOTAL... 2,682 884 3,566.22 00101 SOUTES WORKS 624 W CATAWBA AVE NC MOUNT HOLLY $55 $55 $110.00 CUST. TOTAL... 55 55 110.00 09544 SOUTH ATLANTIC SERVICES 3527 HYW 421 NORTH NC WILMINGTON $3,038 $27 $3065.99 CUST. TOTAL... 3,038 27 3065.99 76530 SOUTH COAST TERMINALS P O BOX 15535 TX HOUSTON $82 $82.50 CUST. TOTAL... 82 82.50 76660 SOUTHCHEM INCORPORATED P O BOX 1491 NC DURHAM $3,409 $134 $134 $3,677.60 CUST. TOTAL... 3,409 134 134 3,677.60
JOB-RCPMO5 FNR 5/02/93 CO-CODE: 0 A G E D A C C O U N T S R E C E I V A B L E ENDING-DATE 5/01/93 PAGE# 114 S.C. CUST.# CUSTOMER ADDRESS ST. CITY 0-TO-30 31-TO-60 61-TO-90 OVER-90 TOTAL BAL-DUE 02089 SOUTHDOWN ENVIRONMENTAL 425 SOUTH ISIS AVENUE CA INGLEWOOD $5,430 $2,967 $664- $7,733.98 CUST. TOTAL... 5,430 2,967 664- 7,733.98 86299 SOUTHERN CALIF EDSON 620 S RAYMOND AVENUE CA ALHAMBRA $385 $385.00 85219 SOUTHERN CALIF EDSON CO P O BOX 3853 CA SAN FRANCISCO $165 $225 $316 $707.40 CUST. TOTAL... 550 225 316 $1,092.40 12689 SOUTHERN COATINGS & CHEM P O BOX 160 SC SUMTER $137 $137.50 CUST. TOTAL... 137 137.50 85979 SOUTHERN COTTON OIL P O BOX 5727 AR N LITTLE ROCK $593 $593.00 CUST. TOTAL... 593 593.00 71625 SOUTHERN COUNTIES OIL CO 1825 W COLLINS ST CA ORANGE $2,306 $998 $3,304.50 CUST. TOTAL... 2,306 998 3,304.50 75010 SOUTHERN MERCERIZING DRAWER H MO TRYON $353 $353.89 CUST. TOTAL... 353 353.89 63150 SOUTHERN PACIFIC TRANS C 19700 SLOVER CA BLOOMINGTON $521 $521.00 CUST. TOTAL... 521 521.00 53055 SOUTWEST DISTRIBUTING 539 SOUTH DREW STREET AZ MESA $220 $220.00 CUST. TOTAL... 220 220.00 23669 SOUTWEST SOLVENTS & CHE 11235 F M 529 TX HOUSTON $1,204 $502 $555 $145 $2,406.95 CUST. TOTAL... 1,204 502 555 145 2,406.95 80875 SPACARD INTERNATIONAL SE 156-15 146TH AVENUE NY JAMAICA $155 $155.00 CUST. TOTAL... 155 155.00 65611 SPARTAN ADHESIVES ROUTE 176 IL CRYSTAL LAKE $55 $55.00 CUST. TOTAL... 55 55.00 02264 SPAULDING COMPOSITES CO 1300 SO 7TH ST/PO BOX 86 IL DE KALB $2,471 $2,471.00 CUST. TOTAL... 2,471 2,471.00 63270 SPECIALTY MINERALS INC. 260 COLUMBIA STREET MA ADAMS $165 $165.00 CUST. TOTAL... 165 165.00 89014 SPINIELLO LIMTED INC 657 NEW YORK AVE PA ROCHESTER $137 $137.50 CUST. TOTAL... 137 137.50 71380 ST JOE PAPER COMPANY HIGHWAY 98 FL PORT ST JOE $6,210 $6,210.00 CUST. TOTAL... 6,210 6,210.00 03765 ST LAWRENCE CHEMICAL LTD 3055 JARROE ROAD ON MISSISSAUGA $110 $715 $825.00 65709 ST LAWRENCE CHEMICAL LTD 19201 CLARK GRAHAM AVENU PQ BAILE DURFE $192 $481 $673.54 05482 ST LAWRENCE CHEMICAL LTD 325 HYMUS BLVD PQ POINTE CLAIRE $82 $82.50 CUST. TOTAL... 82 302 1,196 1,581.04 64215 ST LAWRENCE RESIN PRODUC 82 FISH CARRIER STREET ON CAYUGA $1,051 $165 $1,134 $2,350.70 CUST. TOTAL... 1,051 165 1,134 2,350.70
JOB-RCPMO5 FNR 5/02/93 CO-CODE: 0 A G E D A C C O U N T S R E C E I V A B L E ENDING-DATE 5/01/93 PAGE# 115 S.C. CUST.# CUSTOMER ADDRESS ST. CITY 0-TO-30 31-TO-60 61-TO-90 OVER-90 TOTAL BAL-DUE 82377 ST LOUIS COUNTY WATER CENTRAL PLT #3 MO CHESTERFIELD $27 $82 $110.00 CUST. TOTAL... 27 82 110.00 83012 ST NICHOLAS CO 5 P O BOX 71 PA SHENNANDOAH $704 $704.59 CUST. TOTAL... 704 704.59 89724 ST SERVICES 2941 NAVY DRIVE CA STOCKTON $608 $608.00 CUST. TOTAL... 608 608.00 61141 STAFLEX SPECIALTY ESTERS MIDDLESEX AVENUE NJ CARTERET $175- $175.00- CUST. TOTAL... 175- 175.00- 01954 STAHL USA P O BOX 3039 MA PEABODY $82 $82.50 CUST. TOTAL... 82 82.50 88851 STALER TISSUE CO 54 MAPLE STREET ME AUGUSTA $1,035 $1,035.50 CUST. TOTAL... 1,035 1,035.50 87197 STANDADYNE AUTOMOTIVE COR 230 CLARKS NECK ROAD NC WASHINGTON $1,082 $1,082.28 CUST. TOTAL... 1,082 1,082.28 73867 STANCHEM INC 43 JUTLAND ROAD ON ETOBICOKE $537 $537.79 CUST. TOTAL... 537 537.79 07944 STANCHEM OF CANADA INC 2900 J P DESCHAMPS PQ LACHINE $27- $27.50- CUST. TOTAL... 27- 27.50- 70953 STANDARD CHLORINE PO BOX 1145/UNI-PAY DEP NY BUFFALO $6,052 $1,150 $1,232- $5,970.00 CUST. TOTAL... 6,052 1,150 1,232- 5,970.00 76409 STAR ENERPRISE RIVER ROAD LA CONVENT $55 $1,417 $1,472.00 71626 STAR ENERPRISE P O BOX 674414 TX HOUSTON $8,086 $92 $573 $8,753.11 74513 STAR ENERPRISE NORTH END OF HOUSTON AVE TX PORT ARTHUR $1,057 $1,057.00 CUST. TOTAL... 9,143 147 1,990 11,282.11 14263 STATE INDUSTRIES BYPASS ROAD/HWY 49-5 TN ASHLAND CITY $55 $55.00 CUST. TOTAL... 55 55.00 78050 STELCO INC P O BOX 2030/CODE 22-072 ON HAMILTON $4,287 $6,591 $1,356 $12,234.93 CUST. TOTAL... 4,287 6,591 1,356 12,234.93 57464 STEPAN CANADA INC P O BOX 307 ON ORILLA $135 $55- $80.00 CUST. TOTAL... 135 55- 80.00 06419 STEPAN COMPANY P O BOX 687 GA WINDER $498 $467 $745 $1,711.75 78190 STEPAN COMPANY RR #1 IL ELWOOD $5,710 $1,746 $935 $56 $8,447.25 04907 SPEPAN COMPANY EDENS & WINNETKA RD IL NORTHFIELD $2,339 $136 $310 $2,785.47 64096 STEPAN COMPANY 4TH & BURLINGTON ST NJ BORDENTOWN $182 $182 $26 $390.00 65455 STEPAN COMPANY 4TH STREET NJ FIELDSBORO $467 $24 $491.50 65465 STEPAN COMPANY 100 WEST HUNTER AVENUE NJ MAYWOOD $110 $310 $420.00 CUST. TOTAL... 8,840 1,928 2,006 1,471 14,245.97
JOB-RCPMO5 FNR 5/02/93 CO-CODE: 0 A G E D A C C O U N T S R E C E I V A B L E ENDING-DATE 5/01/93 PAGE# 116 S.C. CUST.# CUSTOMER ADDRESS ST. CITY 0-TO-30 31-TO-60 61-TO-90 OVER-90 TOTAL BAL-DUE 75031 STEPAN MEXICO S A P O BOX 2027 TX BROWNSVILLE $4,325 $6,260 $10,585.99 CUST. TOTAL... 4,325 6,260 10,585.99 15656 STERLING ORGANICS US 33 RIVERSIDE AVENUE NY RENSSLAER $4,201 $4,393 $8,594.50 CUST. TOTAL... 4,201 4,393 8,594.50 85829 STERLING WINTHROP RT 206 & HILLSBORO RD NJ BELLE MEAD $82 $55- $27.50 CUST. TOTAL... 82 55- 27.50 13524 STEWART STEVENSON OPER WITCO GOLDEN BEAR REFINE CA OILDALE $7,825 $7,825.10 CUST. TOTAL... 7,825 7,825.10 05076 STOCKHAUSEN INC 2408 DOYLE STREET NC GREENSBORO $1,058 $1,058.00 CUST. TOTAL... 1,058 1,058.00 70277 STOLLER CHEMICAL CO 8582 KATY FREEWAY TX HOUSTON $100 $100.00 CUST. TOTAL... 100 100.00 67555 STOLT NEILSON INC 285 DAVIDSON AVENUE NJ SOMERSET $37,938 $31,652 $2,721 $5,430 $77,742.15 83816 STOLT NEILSON INC INTERNATIONAL BILLING ON NJ SOMERSET $3,032 $6,243 $1,786 $8,280 $19,341.40 89314 STOLT NEILSON INC C/O ZENECA AGROCHEMICALS TN MOUNT PLEASANT $195 $195.00 57565 STOLT NEILSON INC INTERNATIONAL BILLING ON TX HOUSTON $2,605 $800 $327- $207- $2,871.36 CUST. TOTAL... 43,575 38,890 4,180 13,503 100,149.91 82053 STONE CONSOLIDATED INC 891 MAIN STREET NC BATHURST $58 $58.85 CUST. TOTAL... 58 58.85 07194 STONE CONTAINER CORP 500 NORTH 4TH STREET OH COSHOCTON $1,749 $1,749.00 10734 STONE CONTAINER CORP OLD GEORGETOWN ROAD SC FLORENCE $1,036 $322 $1,358.00 22224 STONE CONTAINER CORP P O BOX 201 VA HOPEWELL $210 $210.00 CUST. TOTAL... 1,959 1,036 322 3,317.00 77392 STORA PAPYRUS NEWTON FAL 1 MAIN STREET NY NEWTON FALLS $41 $41.25 CUST. TOTAL... 41 41.25 08948 STREET INDUSTRIES INC P O BOX 6509 MO SAINT LOUIS $556 $1,952 $2,508.00 CUST. TOTAL... 556 1,952 2,508.00 23653 STRICK CORPORATION R D # 3 BOX 54 PA HUGHESVILLE $55 $55.00 CUST. TOTAL... 55 55.00 02921 SULCO CHEMICALS LTD P O BOX 126 ON ELMIRA $247 $247.50 CUST. TOTAL... 247 247.50 59597 SUMITRANS CORP/SUMITOMO 1981 MARCUS AVENUE NY LAKE SUCCESS $1,527 $1,527.50 CUST. TOTAL... 1,527 1,527.50 82321 SUMMIT ENVIRONMENTAL COR 3033 W MISSION RD CA ALHAMBRA $74,435 $74,435.82 CUST. TOTAL... 74,435 74,435.82 08690 SUMMIT RESOURCE 6325 CONSTITUTION DR IN FORT WAYNE $4,821 $3,059 $572 $8,453.13 CUST. TOTAL... 4,821 3,059 572 8,453.13
JOB-RCPMO5 FNR 5/02/93 CO-CODE: 0 A G E D A C C O U N T S R E C E I V A B L E ENDING-DATE 5/01/93 PAGE# 117 S.C. CUST.# CUSTOMER ADDRESS ST. CITY 0-TO-30 31-TO-60 61-TO-90 OVER-90 TOTAL BAL-DUE 0 78070 SUN BELT ROCK HILL INDUSTRIAL PAR SC ROCK HILL $4,552 $2,276 $6,828.57 CUST. TOTAL... 4,552 2,276 6,828.57 81160 SUN CHEMICAL COMPANY P O BOX 920 MA NORWOOD $754 $996 $1,750.80 04530 SUN CHEMICAL COMPANY 4925 EVANSTON AVENUE MI MUSKEGON $1,897 1,897.50 20684 SUN CHEMICAL COMPANY 4526 CHECKERING AVENUE OH CINCINNATI $27 27.50 53448 SUN CHEMICAL COMPANY 1380 FORD STREET OH MAUMEE $725 $725.00 64273 SUN CHEMICAL COMPANY P O BOX 569 TN DICKSON $950 $950.00 CUST. TOTAL... 781 996 3,572 5,350.80 02489 SUN COMPANY INC P O BOX 3539 OK TULSA $392 $392.00 21509 SUN COMPANY INC DEL AVE & GREEN ST PA MARCUS HOOK $684 $26 $710.00 69874 SUN COMPANY INC P O BOX 426 PA MARCUS HOOK $1,517 $478 $475 $2,470.54 79410 SUN COMPANY INC P O BOX 1225 PA MARCUS HOOK $43,874 $7,445 $1,589 $4,587 $57,496.71 33786 SUN COMPANY INC 5145 SIMPSON FERRY RD PA MECHANICSBURG $1,389 $1,389.91 05896 SUN COMPANY INC 1801 MARKET STREET PA PHILADELPHIA $10,251 $1,250 $1,856 $13,358.28 22561 SUN COMPANY INC P O BOX 13812 PA PHILADELPHIA $8,438 $406 $8,844.67 CUST. TOTAL... 66,154 9,174 1,615 7,717 84,662.11 86444 SUN PETROCHEMICALS CO BOX 69 PA BEAVER $597 $597.60 CUST. TOTAL... 597 597.60 69467 SUN PINE COMPANY 331 WEST JASPER MS BRANDON $120 $120.00 CUST. TOTAL... 120 120.00 82766 SUN PIPE LINE COMPANY P O BOX 2086 PA SINKING SPRING $826 $826.00 CUST. TOTAL... 826 826.00 89263 SUNBURY COMPONENT IND IN 707 WEST CHERRY ST OH SUNBURY $55 $2,046 $1,768 $3,869.00 CUST. TOTAL... 55 2,046 1,768 3,869.00 50019 SUNOCO PRODUCTS COMPANY FT OF SARGENT STREET MA HOLYOKE $82 $82.50 CUST. TOTAL... 82 82.50 89957 SUNRISE UTILITY 8700 SW 19TH PLACE FL FORT LAUDERDAL $165 $165.00 CUST. TOTAL... 165 165.00 79356 SUNRISE QUALITY PRODUCT P O BOX 197 PA FRACKVILLE $27 $27.50 CUST. TOTAL... 27 27.50 83757 SUPER BOND 3320 COLLINS STREET PA PHILADELPHIA $247 $247.50 CUST. TOTAL... 247 247.50 00871 SUPER TECH PRODUCTS INC 25-44 BOROUGH PLACE NY WOODSIDE $1,662 $1,662.20 CUST. TOTAL... 1,662 1,662.20 86734 SUPERIOR QUALITY PRODUCT P O BOX 2023 NY SCOTIA $830 $830.00 CUST. TOTAL... 830 830.00 81266 SURFACTANT TECHNOLOGY 328 W 11TH STREET FL RIVIERA BEACH $30- $30.00- CUST. TOTAL... 30- 30.00-
JOB-RCPMO5 FNR 5/02/93 CO-CODE: 0 A G E D A C C O U N T S R E C E I V A B L E ENDING-DATE 5/01/93 PAGE# 118 S.C. CUST.# CUSTOMER ADDRESS ST. CITY 0-TO-30 31-TO-60 61-TO-90 OVER-90 TOTAL BAL-DUE 04082 SURPASS CHEMICAL LTD 36 UPTON ROAD ON SCARBOROUGH $1,972 $2,805 $4,777.98 07975 SURPASS CHEMICAL LTD 1100-250 CONSUMERS ROAD ON WILLOWDALE $9,040 $452 $479 $7,394 $17,366.40 CUST. TOTAL... 11,012 452 479 10,200 22,144.38 62046 SUTTON LABORATORIES INC. 116 SUMMIT AVENUE NJ CHATHAM $32 $32.00 CUST. TOTAL... 32 32.00 65023 SUTTONS INTL (N A )INC 25 S MAIN ST/SUITE 10 NJ EDISON $9,716 $6,457 $3,565 $3,022 $22,761.56 CUST. TOTAL... 9,716 6,457 3,565 3,022 22,761.56 53526 SWANK CONSTRUCTION CO PO BOX 21 PA NEW KENSINGTON $45 $45.00 CUST. TOTAL... 45 45.00 62067 SWEETHEART CUP CORP 10100 REISTERTOWN ROAD MD OWINGS MILLS $55 $55.00 CUST. TOTAL... 55 55.00 09134 SYBRON CORPORATION PO BOX 45 NJ BIRMINGHAM $45 $3,349 $555 $3,949.31 CUST. TOTAL... 45 3,349 555 3,949.31 20365 SYNAIR CORPORATION 2003 AMNICOLA HIGHWAY TN CHATANGOOGA $217 $217.50 CUST. TOTAL... 217 217.50 00589 SYNGET PRODUCTS 201 BOSTON TURNPIKE CT BOLTON $55 $27 $82.50 CUST. TOTAL... 55 27 82.50 85005 SYNERGISTICS 10 RUCKLE AVE NJ FARMINGDALE $1,506 $1,506.00 CUST. TOTAL... 1,506 1,506.00 83316 SYNERGISTICS/CARY WEST RT 23 BOX 100 TX CONROE $1,317 $212 $275 $1,804.00 CUST. TOTAL... 1,317 212 275 1,804.00 86500 SYNTHETIC PRODUCTS CO 301 BARNUM AVE CUTOFF CT STRATFORD $27 $1,201 $1,229.00 CUST. TOTAL... 27 1,201 1,229.00 80983 SYSTECH LYNDALE ROAD IN GREENCASTLE $247- $247.50- CUST. TOTAL... 247- 247.50- 22099 SYSTECH CORPORATION S CEMENT ROAD KS FREDONIA $420 $134 554.50 CUST. TOTAL... 420 $134 $554.50 26171 T & T CHEMICAL COMPANY 1160 GRANVILLE ROAD OH NEWARK $5,120 $1,179 $6,299.50 CUST. TOTAL... 5,120 1,179 6,299.50 89530 T C I INC RD #3 BOX 1531 NY HUDSON $1,500 $1,500.50 CUST. TOTAL... 1,500 1,500.50 90132 T D S I 550 WATER ST FL JACKSONVILLE $9,733 $9,733.80 55329 T D S I 100 N CHARLES STREET MD BALTIMORE $8,892 $4,142- $4,750.04 80596 T D S I 1525 ANDRE STREET MD BALTIMORE $27 $722 $750.00 56884 T D S I 36TH & MOORE STREETS PA PHILADELPHIA $2,392 $2,392.19 CUST. TOTAL... 18,626 27 1,028- 17,626.03
JOB-RCPMO5 FNR 5/02/93 CO-CODE: 0 A G E D A C C O U N T S R E C E I V A B L E ENDING-DATE 5/01/93 PAGE# 119 S.C. CUST.# CUSTOMER ADDRESS ST. CITY 0-TO-30 31-TO-60 61-TO-90 OVER-90 TOTAL BAL-DUE 77369 T G SODA ASH INC P O BOX 30321 NC RALEIGH $74 $74.80 CUST. TOTAL... 74 74.80 75448 TAMARACK FARMS DAIRY 1701 TAMARACK OH NEWARK $27 $27.50 CUST. TOTAL... 27 27.50 25814 TANNER CHEMICAL COMPANY 9 FURMAN HALL CT SC GREENVILLE $526 $526.00 CUST. TOTAL... 526 526.00 05977 TARKETT INCORPORATED 1139 LEIGH AVENUE PA WHITEHALL $1,114 $2,228 $3,342.00 CUST. TOTAL... 1,114 2,228 3,342.00 84324 TAYLOR CHEMICAL CO 1029 PROGRESS CIRCLE GA LAWRENCEVILLE $137 $137.50 CUST. TOTAL... 137 137.50 89221 TAYLOR MINSTER 201 VANDERPOOL LANE #75 TX HOUSTON $575 $575.00 CUST. TOTAL... 575 575.00 78478 TECHNI THERM INC 3330 MARLEAU AVE ON CORNWALL $969 $969.00 CUST. TOTAL... 969 969.00 60138 TECHNICAL CHEMICAL CO 10737 SPRANGLER ROAD TX DALLAS $120 $120.00 CUST. TOTAL... 120 120.00 10102 TECHNICAL COATINGS CO 57 EAST CENTRE STREET NJ NUTLEY $165 $165.00 CUST. TOTAL... 165 165.00 03658 TECHNICAL PRODUCTS PO BOX 7607 VA PORTSMOUTH $604 $604.25 CUST. TOTAL... 604 604.25 10109 TECHNICOTE INCORPORATED 3200 N 25TH STREET IN TERRE HAUTE $55 $55.00 CUST. TOTAL... 55 55.00 25658 TECTRONICS PO BOX 1600 OR BEAVERTON $8,414 $6,151 $14,565.60 CUST. TOTAL... 8,414 6,151 14,565.60 65618 TEDIA CORP 2930 SYMMES ROAD OH FAIRFIELD $225 $225.00 CUST. TOTAL... 225 225.00 02199 TELEDYNE ALLVAC PO BOX 5031 NC MONROE $404 $404.80 CUST. TOTAL... 404 404.80 88042 TEMPLE INLAND 540 E BARTON AVENUE AR W MEMPHIS $27 $27.50 CUST. TOTAL... 27 27.50 73299 TEMPLE- INLAND FOREST PRO HIGHWAY 105 TX EVADALE $946 $946.00 CUST. TOTAL... 946 946.00 75556 TEMPO CHEMICALS INC 135-1A WEST MALL ON ETOBICOKE $2,431 $1,833 $565 $4,829.25 CUST. TOTAL... 2,431 1,833 565 4,829.25 27304 TERRA CHEMICALS INTL 600 4TH STREET IA SIOUX CITY $5,025 $5,025.00 CUST. TOTAL... 5,025 5,025.00
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S.C. CUST # CUSTOMER ADDRESS ST. CITY 0-TO-30 31-TO-60 61-TO-90 OVER-90 TOTAL BAL-DUE - ----------- -------- ------- --- ---- ------- -------- -------- ------- ------------- 51347 TETLEY INC 40 EAST NJ MORRIS PLAINS $8,986 $1,080 $2,244 $12,310.40 HANOVER AVENUE CUST. TOTAL 8,986 1,080 2,244 12,310.40 88802 TETRA TECHNOLOGIES P O BOX 73807 TX HOUSTON $1,421 $1,421.95 88934 TETRA TECHNOLOGIES TX INGLESIDE $2,083 $2,083.33 CUST. TOTAL 1,421 2,083 3,505.28 06053 TEXACO CHEMICAL ROUTE 2/TULSA IL SALEM $55 $55- $55.00- COMPANY DIVISION 00988 TEXACO CHEMICAL 1401 DOUGLAS KS EL DORADO $55- $55.00- COMPANY ROAD 31460 TEXACO CHEMICAL P O BOX 219 TX CONROE $82 $82.50 COMPANY 05826 TEXACO CHEMICAL P O BOX 27712 TX HOUSTON $65,125 $3,463 $6,167 $12,566 $87,322.55 COMPANY CUST. TOTAL 65,262 3,463 6,167 12,511 87,405.05 72917 TEXACO INT TRADERS INC P O BOX 2550 TX BELLAIRE $1,070 $41 $1,111.75 CUST. TOTAL 1,070 41 1,111.75 80018 TEXACO LUBRICANTS CO P O BOX 4427 TX HOUSTON $3,916 3,916.68 CUST. TOTAL 3,916 3,916.68 71628 TEXACO REF & P O BOX 430 TX BELLAIRE $82 $491 $220 $946 $1,740.00 MARKETING 14070 TEXACO REF & 780 CLINTON TX GALENA PARK $2,657 $2,657.53 MARKETING DRIVE 56940 TEXACO REF & P O BOX 4785 TX HOUSTON $988 $416 $1,073 $2,478.02 MARKETING 79351 TEXACO REF & P O BOX 4785 TX HOUSTON $44 $4,166 $4,210.38 MARKETING CUST. TOTAL 2,784 5,645 636 2,020 11,085.93 07830 TEXAS EASTMAN BOX 7444 TX LONGVIEW $4,844 $574 $5,418.80 COMPANY CUST. TOTAL 4,844 574 5,418.80 12767 TEXAS FIBERS P O BOX 843 TX BRENHAM $40 $80 $120.00 INCORPORATED CUST. TOTAL 40 80 120.00 02993 TEXAS GULF INC P O BOX 30321 NC RALEIGH $10,607 $3,991 $14,598.11 CUST. TOTAL 10,607 3,991 14,958.11 84771 TEXAS INDUSTRIES 245 WARD TX MIDLOTHIAN $2,836 $2,836.50 ROAD CUST. TOTAL 2,836 2,836.50 52400 TEXAS PETROCHEMICAL 8600 PARK TX HOUSTON $120 $120.00 PLACE BLVD CUST. TOTAL 120 120.00 78662 TEXAS PLASTICS P O BOX 4457 TX MIDLAND $125 $125.00 INDUSTRIES CUST. TOTAL 125 125.00 68105 TEXAS GULF INC P O BOX 48 NC AURORA $18,059 $18,059.22 CUST. TOTAL 18,059 18,059.22 85066 TEXPAR ENERGY INC P O BOX 587 WI WAUKESHA $776 $776.00 CUST. TOTAL 776 776.00 81800 TEXTILE CHEMICAL CO P O BOX 13788 PA READING $3,286 $55 $27 $4,035 $7,404.81 CUST. TOTAL 3,286 55 27 4,035 7,404.81
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S.C. CUST # CUSTOMER ADDRESS ST. CITY 0-TO-30 31-TO-60 61-TO-90 OVER-90 TOTAL BAL-DUE - ----------- -------- ------- --- ---- ------- -------- -------- ------- ------------- 04729 THATCHER CHEMICAL P O BOX 27407 UT SALT LAKE $1,229 $2,080 $3,310.58 CITY CUST. TOTAL 1,229 2,080 3,310.58 87174 THE DIAL CORPORATION 1850 NORTH AZ PHOENIX $663 $633.04 CENTRAL AVE 60370 THE DIAL CORPORATION 6901 MO SAINT LOUIS $165 $82 $8,609 $8,856.92 MCKISSOCK AVE CUST. TOTAL 663 165 82 8,609 9,519.96 50880 THE INK COMPANY 1139 N W TX GRAND PRAIRIE $55 $55.00 CARRIER PARKWAY CUST. TOTAL 55 55.00 51307 THERMAL OXIDATION RAILROAD SC ROEBUCK $357 $357.50 CUST. TOTAL 357 357.50 ROAD 59274 THERMALKEM INC RT 5 SC ROCK HILL $247 $3,052 $3,299.50 VERNSDALE ROAD CUST. TOTAL 247 3,052 3,299.50 50501 THERMOCLAD COMPANY 320 S W 27TH FL OCALA $25 $25.00 AVENUE CUST. TOTAL 25 25.00 09790 THIELE KAOLIN COMPANY HIGHWAY 296 GA WRENS $24 $24.00 NORTH CUST. TOTAL 24 24.00 90169 THOMAS & BETTS 8735 HAMILTON MS SOUTHAVEN $4,351 $4,351.70 RD CUST. TOTAL 4,351 4,351.70 68415 THOMAS BUILT BUSES 1408 COURTESY NC HIGH POINT $100 $40 $140.00 ROAD CUST. TOTAL 100 40 140.00 81681 THOMAS W DUNN CORP 9 VICTORIA NJ RIDGEFIELD $210 $210.00 TERRACE CUST. TOTAL 210 210.00 65806 THOMPSON CONSUMER KEYSTONE PA DUNMORE $497- $497.46- ELECTRIC INDUSTRIAL PARK CUST. TOTAL 497- $497.46- 85158 TIFFANY MARBLE CO HWY 311 SOUTH NC RANDLEMAN $220 $220.00 CUST. TOTAL 220 220.00 87022 TILLEY CHEMICAL 501 MD BALTIMORE $539 $539.50 CHESAPEAKE PARK PLAZA CUST. TOTAL 539 539.50 66143 TILLEY CHEMICAL CO INC P O BOX 3416 MD BALTIMORE $2,190 $2,190.90 CUST. TOTAL 2,190 2,190.90 88786 TIMKEN COMPANY C/O BANK OF MA LEXINGTON $1,123 $1,123.88 BOSTON 00611 TIMKEN COMPANY 1835 DUEHER OH CANTON $55 $55.00 AVENUE 64754 TIMKEN COMPANY HWY 29 SOUTH SC GAFFNEY $55 $55.00 CUST. TOTAL 55 55 1,123 1,233.88 89951 TIRA PRODUCTS 160 CIRCLE NJ PISCATAWAY $60 $60.00 DRIVE NORTH CUST. TOTAL 60 60.00 85333 TITANK AGENCIES USA 4606 FM 1960 TX HOUSTON $79 $437 $516.45 INC WEST CUST. TOTAL 79 437 516.45
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S.C. CUST # CUSTOMER ADDRESS ST. CITY 0-TO-30 31-TO-60 61-TO-90 OVER-90 TOTAL BAL-DUE ----------- -------- ------- --- ---- ------- -------- -------- ------- ------------- C87975 TOMEN AMERICA INC 444 MARKET CA SAN FRANCISCO $1,400 $1,400.56 STREET CUST. TOTAL 1,400 1,400.56 64116 TOPIDERM 155 NY BOHEMIA $27 $27.50 KNICKERBOCKER AVE CUST. TOTAL 27 27.50 13948 TOSCO SALONA WAY CA MARTINEZ $966 $966.80 CUST. TOTAL 966 966.80 C86890 TOTAL DISTRIBUTION 106 EATONS NY NORTHPORT $4,218 $454 $454 $5,127.10 SERVI NECK ROAD CUST. TOTAL 4,218 454 454 5,127.10 66363 TOYOTA MOTORS MFG 1001 CHERRY KY GEORGETOWN $1,017 $247 $1,265.00 USA BLOSSOM WAY CUST. TOTAL 1,017 247 1,265.00 10686 TR-METRO CHEMICALS P O BOX 376 NJ RIDGEFIELD $1,202 $1,202.76 INC CUST. TOTAL 1,202 1,202.76 83008 TRADE SHARE BUILDING #77 NY BROOKLYN KI $1,402 $1,402.50 CORPORATION FTZ #1 CUST. TOTAL 1,402 1,102.50 75364 TRADE WASTE #7 MOBILE IL SAUGET $275 $275.00 CUST. TOTAL 275 275.00 INCINERATION AVENUE 19609 TRAFPAK NORTH 1225 NORTH TX HOUSTON $280 $280.00 AMERICA IN LOOP WEST CUST. TOTAL 280 280.00 89748 TRANS CHEM INC A/C BASF CORP LA BATON ROUGE $70 $70.00 POLYMERS D CUST. TOTAL 70 70.00 02297 TRANS CHEMICAL INC 419 EAST MO SAINT LOUIS $116 $116.40 DE SOTO CUST. TOTAL 116 116.40 62717 TRANS COASTAL P O BOX 80548 GA CHAMBLEE $505- $505.75- INDUSTRIES CUST. TOTAL 505- 505.75- 82460 TRANS GAS PIPE LINE 718 PATERSON NJ CARLSTADT $768 $768.00 CORP PLANK ROAD CUST. TOTAL 768 768.00 82152 TRANS OCEAN 399 THORNALL NJ EDISON $1,029 $1,029.50 STREET CUST. TOTAL 1,029 1,029.50 87695 TRANS TRADE 33 WEST SLADE IL PALATINE $10,531 $3,045 $306 $476 $14,358.60 STREET CUST. TOTAL 10,531 3,045 306 476 14,358.60 86156 TRANSCHEM INC 3130 CROW CA SAN RAMON $527 $527.00 CANYON PLACE CUST. TOTAL 527 527.00 06700 TRANSCONTINENTAL 1144 E LINCOLN TX BROWNSVILLE $4,780 $4,780.00 FWG. ST CUST. TOTAL 4,780 4,780.00 54038 TRANSO ENVELOPE 6501 SAN CA GLENDALE $192 $192.00 COMPANY FERNANDO ROAD CUST. TOTAL 192 192.00
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S.C. CUST # CUSTOMER ADDRESS ST. CITY 0-TO-30 31-TO-60 61-TO-90 OVER-90 TOTAL BAL-DUE ----------- -------- ------- --- ---- ------- -------- -------- ------- ------------- 87608 TRANSOURCE POLYMERS, 275 WARNER NY ROSLYN $825 $825.00 INC AVENUE HEIGHTS CUST. TOTAL 825 825.00 81176 TRANSPORT LINK P O BOX 23341 IL CHICAGO $55 $55.00 CUST. TOTAL 55 55.00 68144 TRANSPORTATION COST P O BOX 4491 OR CLACKAMAS $642 $642.00 CONT CUST. TOTAL 642 642.00 21595 TRANSPORTERS 1808 MARKLEY TX LAREDO $180 $11,140 $11,320.00 QUIUNTANILL CUST. TOTAL $180 $11,140 $11,320.00 88753 TRANSPORTES LOPEZ JOSE MX MONTERREY, $100 $100.00 E HIJO ALVARADO NO N.L. 1000 CUST. TOTAL 100 100.00 81352 TRANSPORTES TRESA PA LIONVILLE $3,330 $14,040 $9,990 $27,360.00 S A DE CUST. TOTAL 3,330 14,040 9,990 27,360.00 03261 TREMCO MFG COMPANY 220 WICKSTEED ON TORONTO $220 $220.00 AVE CUST. TOTAL 220 220.00 26636 TRI ALLWASTE 50-C CAVEN NJ JERSEY CITY $155 $155.00 POINT AVENUE CUST. TOTAL 155 155.00 79802 TRI STATES 1936 NJ HEWITT $1,080 $1,080.00 ENVIRONMENTAL GREENWOOD LAKE TURN CUST. TOTAL 1,080 1,080.00 89810 TRIBOSPEC CORP 3550 ST PQ MONTREAL $2,082 $2,082.50 PATRICK ST CUST. TOTAL 2,082 2,082.50 50846 TRIMAC TRANSPORT P O BOX 3500 AB CALGARY $213 $213.08 SYSTEMS 67422 TRIMAC TRANSPORT P O BOX 488 ON SARNIA $750 $750.79 SYSTEMS CUST. TOTAL 963 963.87 03332 TRIMET TECHNICAL 2409 N CEDAR PA ALLENTOWN $935 $935.04 PRODUCT CREST BLVD CUST. TOTAL 935 935.04 C86671 TRINITY CHEMICAL IND 8801 S YALE OK TULSA $7,812 $10,003 $17,815.50 INC AVE CUST. TOTAL 7,812 10,003 17,815.50 79858 TRU-TEST 823 W IL CHICAGO $82 $82.50 BLACKHAWK CUST. TOTAL 82 82.50 51130 TRUMBULL ASPHALT 12500 STOCKER MI DETROIT $1,038 $1,038.86 COMPANY 08663 TRUMBULL ASPHALT 1249 NEWARK NJ KEARNY $232 $232.50 COMPANY TURNPIKE CUST. TOTAL 1,038 232 1,271.36 84764 TRYLINE CO INC 1325 4TH AVE WA SEATTLE $3,136 $3,136.80 CUST. TOTAL 3,136 3,136.80 77294 TULIO LANDSCAPING INC 19 PEBBLE PA WARRINGTON $598 $598.76 RIDGE ROAD CUST. TOTAL 598 598.76
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S.C. CUST # CUSTOMER ADDRESS ST. CITY 0-TO-30 31-TO-60 61-TO-90 OVER-90 TOTAL BAL-DUE - ----------- -------- ------- --- ---- ------- -------- -------- ------- ------------- 00847 TURTLE WAX INC 5655 WEST 73RD IL CHICAGO $825 $825.00 STREET CUST. TOTAL 825 825.00 11582 U N X CHEMICALS INC P O BOX 7206 NC GREENVILLE $27 $27.50 CUST. TOTAL 27 27.50 84090 U S AIR FORCE TINKER AIR OK MIDWEST CITY $110 $110.00 FORCE BASE CUST. TOTAL 110 110.00 84520 U S ARMY FINANCE IN INDIANAPOLIS $22,752 $8,072 $77- $30,746.29 CENTER CUST. TOTAL 22,752 8,072 77- 30,746.29 86175 U S E HICKSON PRODUCTS 15 WALLSEND ON SCARBOROUGH $1,902 $2,150 $4,053.20 L DR CUST. TOTAL 1,902 2,150 4,053.20 25472 U S FINISHING CORP P O BOX 3367 SC GREENVILLE $50 $50.00 CUST. TOTAL 50 50.00 69064 U S G CORP EAST MAIN NY STONY POINT $915 $915.00 STREET CUST. TOTAL 915 915.00 68438 U S G INTERIORS P O BOX 398 PA RED LION $385 $385.37 CUST. TOTAL 385 385.37 67674 U S GYPSUM CO HIGHWAY 447 NV EMPIRE $1,035 $1,035.80 CUST. TOTAL 1,035 1,035.80 27621 U S GYPSUM COMPANY 4500 ARDINE CA SOUTH GATE $856 $856.50 STREET 53917 U S GYPSUM COMPANY 401 VAN NESS CA TORRANCE $55 $55.00 AVE 74397 U S GYPSUM COMPANY 5701 LEWIS LA NEW ORLEANS $1,623 $1,623.56 ROAD 65516 U S GYPSUM COMPANY 1255 RAPITAN NJ CLARK $26 $431 $457.52 RD 70726 U S GYPSUM COMPANY LAKE STREET OH GYPSUM $1,458 1,458.60 CUST. TOTAL 4,019 431 4,451.18 70405 U S NAVY DEPARTMENT MD INDIAN HEAD $275 $275.00 09357 U S NAVY DEPARTMENT NAVAL VA YORKTOWN $82 $55 $317 $455.00 WEAPONS STATIONS CUST. TOTAL 82 55 592 730.00 85020 U S X CORPORATION BOX 878 ACCTS PA DRAVDSBURG $1,548 $1,056 $2,604.90 PAYABLE 85100 U S X CORPORATION FAIRLESS PA FAIRLESS HILLS $27 $82 $110.00 WORKS MAIL CUST. TOTAL 1,575 1,139 2,714.90 86892 ULRICH CHAMICAL CO 4219 N IN EVANSVILLE $178 $178.75 GARRISON AVE CUST. TOTAL 178 178.75 71952 UNDERWOOD INDUSTRIES 27 SURREY NC DURHAM $1,014 $1,014.00 LANE CUST. TOTAL 1,014 1,014.00 67410 UNICHEMA CHEMICALS 4650 SOUTH IL CHICAGO $5,177 $82 $1,361 $6,620.50 INC RACINE AVE 76736 UNICHEMA CHEMICALS P O BOX 67 MO SAINT LOUIS $37,780 $4,890 $2,488- $40,182.00 INC CUST. TOTAL 42,957 4,890 82 1,127- 46,802.50
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S.C. CUST # CUSTOMER ADDRESS ST. CITY 0-TO-30 31-TO-60 61-TO-90 OVER-90 TOTAL BAL-DUE - ----------- -------- ------- --- ---- ------- -------- -------- ------- ------------- 15277 UNIFI INC P O BOX 698 NC YADKINVILLE $250 $250.00 CUST. TOTAL 250 250.00 74862 UNIFIED UNIVERSAL 70 HAWTHORNE NJ NEWARK $225 $225.00 DRIVE CUST. TOTAL 225 225.00 04607 UNION CAMP 100 JENSEN AL PRATTVILLE $4,578 $4,578.00 CORPORATION ROAD 73865 UNION CAMP P O BOX 37617 FL JACKSONVILLE $6,089 $4,564 $1,160 $11,813.80 CORPORATION 83690 UNION CAMP P O BOX 60369 FL JACKSONVILLE $17,735 $3,414 $82 $1,412 $22,664.05 CORPORATION 87113 UNION CAMP MILL GA SAVANNAH $520 $520.00 CORPORATION STOREROOM 89343 UNION CAMP P O BOX 570 GA SAVANNAH $875 $875.00 CORPORATION 89641 UNION CAMP P O BOX 570 GA SAVANNAH $1,000 $1,000.00 CORPORATION 26346 UNION CAMP P O BOX B SC EASTOVER $1,014 $1,102 $82 $2,198.50 CORPORATION 83470 UNION CAMP P O BOX 178 VA FRANKLIN $881 $247 $55- $1,802 $2,876.85 CORPORATION 28234 UNION CAMP 2811 COFER VA RICHMOND $55 $319 $374.00 CORPORATION ROAD CUST. TOTAL 30,298 9,327 1,082 6,171 46,880.20 11681 UNION CARBIDE 19206 CA TORRANCE $38,924 $315 $39,239.57 CORPORATIO HAWTHORNE BLVD 13731 UNION CARBIDE 39 OLD CT DANBURY $650 $3,369 $4,019.08 CORPORATIO RIDGEBERRY ROAD 76296 UNION CARBIDE 30 OLD CT DANBURY $1,641 $1,641.50 CORPORATIO RIDGEBERRY ROAD 81717 UNION CARBIDE P O BOX 1986 CT DANBURY $729 $2,694 $3,423.99 CORPORATIO 13874 UNION CARBIDE P O BOX 50 LA HAHNVILLE $472 $247 $720.00 CORPORATIO 55860 UNION CARBIDE 8 GREEK NJ EDISON $165 $165.00 CORPORATIO LANE/DAVE BROWN 09184 UNION CARBIDE WESTON NJ SOMERSET $5,388 $5,388.50 CORPORATIO CANAL CENTER/CN45 59675 UNION CARBIDE 7400 BLVD DES PO ANJDU $24 $24.61 CORPORATIO GALERIES D 03710 UNION CARBIDE HWY 185 TX SEADRIFT $262 $262.50 CORPORATIO 88980 UNION CARBIDE P O BOX 471 TX TEXAS CITY $1,245 $1,245.00 CORPORATIO 54095 UNION CARBIDE P O BOX 4008/D WV CHARLESTON $34,807 $15,214 $8,404 $1,087 $59,514.53 CORPORATIO CRUMB 81332 UNION CARBIDE P O BOX 4488 WV CHARLESTON $1,247- $1,247.00- CORPORATIO 83870 UNION CARBIDE P O BOX WV CHARLESTON $419,503 $92,173 $32,235 $11,727 $555,639.43 CORPORATIO 4008/EDI BILLING 71285 UNION CARBIDE P O BOX WV S CHARLESTON $110 $110.00 CORPORATIO 8004/BLDG 82-248 01917 UNION CARBIDE P O BOX 180 WV SISTERVILLE $49,508 $15,622 $1,476 $66,607.72 CORPORATIO 89501 UNION CARBIDE P O BOX 180 WV SISTERVILLE $1,595 $300- $1,265.00 CORPORATIO CUST. TOTAL 551,579 124,502 43,334 18,601 738,019.43 65972 UNION ENVELOPE HERMITAGE RD VA RICHMOND $82 $82.50 CORPORATIO & SHERWOOD CUST. TOTAL 82 82.50 65926 UNION PACIFIC RAILROAD 1416 DODGE NE OMAHA $2,288 $2,288.38 C STREET CUST. TOTAL 2,288 2,288.38 84684 UNION TEXAS P O BOX 470 LA GEISMAR $27 27.50 PETROLEUM CUST. TOTAL 27 27.50 22455 UNIROYAL CHEMICAL STATE HWY 225 AL BAY MINETTE $4,320 $110 $4,430.00 EXIT 31 62732 UNIROYAL CHEMICAL BENSON ROAD CT MIDDLEBURY $3,134 $2,051 $6,751 $12,535 $24,473.72 84750 UNIROYAL CHEMICAL ELM STREET CT NAUGATUCK $10,960 $2,184 $125 $226 $13,496.25 84980 UNIROYAL CHEMICAL BOX 397 LA GEISMAR $1,760 $1,457 $1,449 $447 $5,114.93 UNIROYAL CHEM DI 09532 UNIROYAL CHEMICAL 405 EAST 78TH MN BLOOMINGTON $48,952 $1,153 $3,512 $1,446 $55,064.00 STREET 84790 UNIROYAL CHEMICAL 214 W RUBY NC GASTONIA $756 $75 $25 $30 $886.25 AVE/BOX 2337 84840 UNIROYAL CHEMICAL P O BOX 250 ON ELMIRA $29 $58 $88.28 72376 UNIROYAL CHEMICAL NORTH PLANT TX PORT NECHES $3,963 $3,963.00 CUST. TOTAL 73,875 7,090 11,863 14,686 107,516.43
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S.C. CUST # CUSTOMER ADDRESS ST. CITY 0-TO-30 31-TO-60 61-TO-90 OVER-90 TOTAL BAL-DUE ----------- -------- ------- --- ---- ------- -------- -------- ------- ------------- 88101 UNITED BIOTECH P O BOX 1487 SC WALTERBORO $11,723 $11,723.50 CUST. TOTAL 11,723 11,723.50 79578 UNITED COLORS WEST 19TH WV NITRO $165 $165.00 TECHNOLOGY STREET CUST. TOTAL 165 165.00 85506 UNITED PANEL ROUTE 512 PA MOUNT $220 $220.00 WELDONE BETHEL TERRAC CUST. TOTAL 220 220.00 84430 UNITED REFINING P O BOX 780 PA WARREN $1,181 $740- $440.83 COMPANY CUST. TOTAL 1,181 740- 440.83 83289 UNITED STATES SUGAR SOUTH W C FL CLEWISTON $4,192 $4,192.61 OWENS AVENUE CUST. TOTAL 4,192 4,192.61 52168 UNITED TECHNOLOGIES 400 MAIN ST CT E HARTFORD $567 $567.00 80894 UNITED TECHNOLOGIES ENGINEERED IA IOWA CITY $45 $45.00 AUTO SYSTEMS DIV 87225 UNITED TECHNOLOGIES 7125 ORCHARD MI W BLOOMFIELD $6,510 $3,199 $1,495 $11,205.48 AUTO LAKE ROAD CUST. TOTAL 6,510 3,199 1,540 567 11,817.48 85380 UNITEX CHEMICAL CORP 520 BROOME NC GREENSBORO $3,850 $3,850.50 ROAD CUST. TOTAL 3,850 3,850.50 05973 UNIVERSAL P O BOX 398 OH KENTON $904 $39 $943.00 COOPERATIVES CUST. TOTAL 904 39 943.00 24653 UNIVERSAL FORWARDING 454 E FRONTON TX BROWNSVILLE $2,800 $2,800.00 CO ST CUST. TOTAL 2,800 2,800.00 85940 UNIVERSAL PACKAGING 49 GEYSER RD NY SARATOGA $946 $946.00 SPRIN CUST. TOTAL 946 946.00 72714 UNIVERSAL POLYMERS 1122 W N TX GRAND PRAIRIE $137 $137.50 CARRIER PKWY CUST. TOTAL 137 137.50 79275 UNO-VEN 135TH STREET & IL LEMONT $394 $394.63 NEW AVENU CUST. TOTAL 394 394.63 86549 UNOCAL 1520 E CA CARSON $350 $350.60 SEPULVEDA CUST. TOTAL 350 350.60 03560 UNOCAL CORPORATION 2555 WILLOW CA ARROYO $45 $45.00 ROAD GRANDE 12633 UNOCAL CORPORATION 14420 MACAW CA LA MIRADA $165 $165.00 BLVD 02172 UNOCAL CORPORATION 1380 SAN PABLO CA RODEO $4,875 $4,875.90 AVENUE 09453 UNOCAL CORPORATION UNION IL SCHAUMBURG $559 $559.00 CHEMICAL DIV 10485 UNOCAL CORPORATION P O BOX 7610 IL SCHAUMBURG $17,652 $5,764 $773 $889 $25,079.95 74954 UNOCAL CORPORATION 1650 E GOLF RD IL SCHAUMBURG $829 $829.00 79974 UNOCAL CORPORATION P O BOX 7610 IL SCHAUMBURG $793 $793.24 11749 UNOCAL CORPORATION 6101 ORR ROAD NC CHARLOTTE $412 $412.50 12275 UNOCAL CORPORATION 14700 MALLARD NC CHARLOTTE $669 $669.00 CREEK ROAD CUST. TOTAL 22,573 5,764 773 4,317 33,428.59
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S.C. CUST # CUSTOMER ADDRESS ST. CITY 0-TO-30 31-TO-60 61-TO-90 OVER-90 TOTAL BAL-DUE ----------- -------- ------- --- ---- ------- -------- -------- ------- ------------- 85580 UPJOHN COMPANY 410 SACKETT PT CT N HAVEN $55 $1,487 $1,542.00 RD/18270 85570 UPJOHN COMPANY 7171 PORTAGE MI KALAMAZOO $4,500 $4,500.00 ROAD CUST. TOTAL 4,555 1,487 6,042.00 79076 URETAN S A DE C V TX LAREDO $140 $140.00 CUST. TOTAL $140 140.00 86578 USX CORPORATION MN MOUNTAIN $55 $137 $192.50 IRON 90023 USX CORPORATION GARY WORKS PA PITTSBURGH $55 $55.00 CUST. TOTAL 55 55 137 247.50 69950 UTILITY MFG COMPANY 700 MAIN NY WESTBURY $833 $833.50 STREET CUST. TOTAL 833 833.50 26910 UTILITY TRAILER FREEPORT UT CLEARFIELD $160 $24 $184.00 COMPANY CENTER CUST. TOTAL 160 24 184.00 82250 V F L TECHNOLOGY 42 LLOYD AVE PA MALVERN $590 $590.00 CUST. TOTAL 590 590.00 65043 V V V CORPORATION PENNYROYAL SC GEORGETOWN $632 $632.50 RD CUST. TOTAL 632 632.50 89290 VALENTINE SUGAR VALITE LA LOCKPORT $1,709 $1,709.28 DIVISION CUST. TOTAL 1,709 1,709.28 59659 VALLEY PROTEIN P O BOX 3588 VA WINCHESTER $529 $529.20 CUST. TOTAL 529 529.20 26066 VALSPAR CORPORATION P O BOX 830 MN MINNEAPOLIS $4,121 $2,151 $93 $6,366.10 CUST. TOTAL 4,121 2,151 93 6,366.10 90047 VALVOLINE CO P O BOX 14000 KY LEXINGTON $4,073 $4,073.00 CUST. TOTAL 4,073 4,073.00 61019 VALVOLINE OIL COMPANY P O BOX 391 KY ASHLAND $302 $27 $330.00 74959 VALVOLINE OIL COMPANY 501 RAILROAD PA ROCHESTER $27 $27.50 STREET 89144 VALVOLINE OIL COMPANY 2627 TIDAL TX DEER PARK $220 $220.00 ROAD CUST. TOTAL 302 27 247 577.50 77090 VAN WATERS & ROGERS 16803-118 AVE AB EDMONTON $337 $337.50 27932 VAN WATERS & ROGERS 50 S 45TH AZ PHOENIX $3,118 $3,118.90 STREET 04335 VAN WATERS & ROGERS 9800 VAN HORN BC RICHMOND $180 $180.00 WAY 02731 VAN WATERS & ROGERS 1363 SOUTH CA CITY OF $516 $516.40 BONNIE BEACH COMMER 12291 VAN WATERS & ROGERS P O BOX 2062 CA LOS ANGELES $292 $1,332 $685 $2,310.00 05480 VAN WATERS& ROGERS 2100 HAFFLY CA NATIONAL CITY $475 $475.00 AVENUE 00010 VAN WATERS & ROGERS 2256 JUNCTION CA SAN JOSE $45 $45.00 AVENUE 00142 VAN WATERS & ROGERS P O BOX 2343 GA AUGUSTA $115 $115.00 01263 VAN WATERS & ROGERS 2145 SKYLAND GA NORCROSS $110 $135 $245.00 COURT 77074 VAN WATERS & ROGERS 730 COLONIAL MA SALEM $4,015 $30 $5,819 $9,864.27 ROAD 16600 VAN WATERS & ROGERS 845 TERRACE MN SAINT PAUL $471 $471.65 CIRCLE 79754 VAN WATERS & ROGERS 220 BARNES MO SPRINGFIELD $137 $137.50
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S.C. CUST # CUSTOMER ADDRESS ST. CITY 0-TO-30 31-TO-60 61-TO-90 OVER-90 TOTAL BAL-DUE - ----------- -------- ------- --- ---- ------- -------- -------- ------- ------------- 57210 VAN WATERS & ROGERS 160 ESSEX AVE NJ AVENEL $578 $3,798 $4,376.80 EAST 89068 VAN WATERS & ROGERS P O BOX 96 NY GUILDERLAND $2,026 $2,026.68 CE 84913 VAN WATERS & ROGERS 777 SUPERTEST ON DOWNSVIEW $3,928 $80 $4,008.00 DRIVE 03067 VAN WATERS & ROGERS 64 ARROW ON WESTON $3,104 $5,844 $8,948.95 ROAD 03572 VAN WATERS & ROGERS 6000 CASTILE PA CORAOPOLIS $110 $55 $110 $275.00 DRIVE 50840 VAN WATERS & ROGERS 8335 PA PHILADELPHIA $7,658 $6,871 $1,843 $16,373.36 ENTERPRISE AVENUE 05956 VAN WATERS & ROGERS 100 MC ARTHUR PQ VALLEYFIELD $137 $217 $355.00 STREET 00569 VAN WATERS & ROGERS DRAWER 2169 SC SPARTANBURG $749 $137 $192 $804 $1,883.55 10288 VAN WATERS & ROGERS 3 RIVERSIDE TN CHATTANOOGA $110 $110.00 LANE 12125 VAN WATERS & ROGERS 3909 OUTLAND TN MEMPHIS $180 $90 $270.00 DRIVE 50620 VAN WATERS & ROGERS 402 MCBRIDE TX CORPUS $140 $140.00 LANE CHRISTI 85770 VAN WATERS & ROGERS 10889 BEKAY TX DALLAS $55 $55.00 STREET 28261 VAN WATERS & ROGERS P O BOX 4579 TX HOUSTON $200 $200.00 05251 VAN WATERS & ROGERS 8201 SOUTH WA KENT $2,108 $2,108.00 212TH STREET 76588 VAN WATERS & ROGERS P O BOX 34325 WA SEATTLE $14,309 $5,844 $13,407 $33,560.59 74247 VAN WATERS & ROGERS 59865 MARKET IN SOUTH BEND $45 $45 $90.00 INC STREET CUST. TOTAL 41,779 14,498 237 36,081 92,597.55 52239 VANCHEM INC 1 NORTH NY LOCKPORT $981 $981.00 TRANSIT RD CUST. TOTAL 981 981.00 88678 VANGUARD PLASTICS INC 10600 MO SAINT LOUIS $187 $187.00 KAHLMEYER DR CUST. TOTAL 187 187.00 56428 VELSICOL CHEMICAL 10400 WEST IL ROSEMONT $4,420 $79 $4,499.00 CORP HIGGINS ROAD 86180 VELSICOL CHEMICAL 1199 WARFORD TN MEMPHIS $1,170 $522 $1,692.50 CORP ST CUST. TOTAL 5,590 601 6,191.50 80640 VENTEX FIBERS LTD 691 GANA ON MISSISSAUGA $27 $27.50 COURT CUST. TOTAL 27 27.50 83246 VENTURA COASTAL 8385 VISTA DEL CA VENTURA $491 $491.47 MAR DR CUST. TOTAL 491 491.47 72418 VESUVIUS U S A 855 N 5TH ST IL CHARLESTON $6,062 $6,062.70 CUST. TOTAL 6,062 6,062.70 80122 VI-JON LABS INC 7525 PAGE MO PAGEDALE $220 $742 $320 $1,282.50 BLVD CUST. TOTAL 220 742 3320 1,282.50 90042 VISORO INDUSTRIES INC KAISER/ESTECH OH NORTH BEND $1,237 $1,237.00 DIV CUST. TOTAL 1,237 1,237.00 89200 VILLE DE TERREBONNE 4445 COTE PQ TERREBONNE $445 $445.12 TERREBONNE CUST. TOTAL 445 445.12 54201 VININGS ALUM PRODUCTS 3950 GA ATLANTA $4,303 $4,303.92 CUMBERLAND PARKWAY CUST. TOTAL 4,303 4,303.92 89083 VIPLASTICOS SA DE CV 8640 SAN TX LAREDO $90 $90.00 LORENZO DRIVE CUST. TOTAL 90 90.00
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S.C. CUST # CUSTOMER ADDRESS ST. CITY 0-TO-30 31-TO-60 61-TO-90 OVER-90 TOTAL BAL-DUE - ----------- -------- ------- --- ---- ------- -------- -------- ------- ------------- 24454 VIRGINIA CONCRETE P O BOX 666 VA SPRINGFIELD $120 $120.00 COMPAN CUST. TOTAL 120 120.00 02737 VIRGINIA ELEC POWER CO P O BOX 571 VA YORKTOWN $1,998 $1,998.00 CUST. TOTAL 1,998 1,998.00 04373 VIRGINIA GALVANIZING P O BOX 9349 VA RICHMOND $2,337 $2,337.00 COR CUST. TOTAL 2,337 2,337.00 08099 VIRKLER CHEMICAL 12345 STEEL NC CHARLOTTE $27 $472 $499.70 COMPANY CREEK ROAD CUST. TOTAL 27 472 499.70 05610 VISTA CHEMICAL P O BOX 727 LA WESTLAKE $6,168 $1,356 $535 $8,059.50 19400 VISTA CHEMICAL 3341 FAIRFIELD MD BALTIMORE $412 $165 $2,351 $2,929.49 ROAD 19020 VISTA CHEMICAL P O BOX 219798 TX HOUSTON $125,114 $43,253 $3,717 $7,934 $180,020.86 81761 VISTA CHEMICAL P O BOX 218402 TX HOUSTON 2,909 $2,909.20 83525 VISTA CHEMICAL C/O STOLT TX HOUSTON $130 $130.00 TERMINAL CUST. TOTAL 131,695 43,418 8,113 10,821 194,049.05 26774 VISTA POLYMER HIGHWAY 25 MS ABERDEEN $82 $82.50 CUST. TOTAL 82 82.50 83604 VITAFOAM 2222 SURRETT NC HIGH POINT $27 27.50 DR CUST. TOTAL 27 27.50 72935 VULCAN MATERIAL CORP P O BOX 530390 AL BIRMINGHAM $181,662 $2,424 $7,897 $1,260 $193,205.35 86260 VULCAN MATERIAL CORP ASHLAND LA GEISMAR $1,014- $1,014.00- ROAD CUST. TOTAL 181,622 2,424 7,897 246 192,191.35 02656 VULCAN OIL COMPANY 5353 SPRING OH CINCINNATI $165 $27 $192.50 GROVE AVENUE CUST. TOTAL 165 27 192.50 82558 VULSAY INDUSTRIES INC 35 REGAN ROAD ON BRAMPTON $27 $27.50 CUST. TOTAL 27 27.50 75370 VYCON CHEMICALS INC GREENWOOD PA SCRANTON $510 $510.00 AVE & WAREN CUST. TOTAL 510 510.00 86043 W D SERVICES P O BOX 147 NJ BELLMAWR $472 $1,069 $55 $1,596.00 CUST. TOTAL 472 1,069 55 1,596.00 71327 W F TAYLOR CORP 13660 CA SANTA FE SPRS $137 137.50 EXCELSIOR DRIVE CUST. TOTAL 137 137.50 06307 W H SHURTLEFF CO 1 RUNWAY ME S PORTLAND $874 $874.72 ROAD CUST. TOTAL 874 874.72 78020 W K MERRIMAN 4640 CAMPBELL PA PITTSBURGH $3,611 $3,611.32 RUN RD CUST. TOTAL 3,611 3,611.32 07710 W M BARR & COMPANY P O BOX 1879 TN MEMPHIS $1,870 $10 $3,976 $5,856.50 CUST. TOTAL 1,870 10 3,976 5,856.50
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S.C. CUST# CUSTOMER ADDRESS ST. CITY 0-TO-30 31-TO-60 61-TO-90 OVER-90 TOTAL BAL-DUE - ----- -------- ------- --- ---- ------- -------- -------- ------- ------------- 77298 W R BONSAL COMPANY HWY 74 NC LILESVILLE $480 $480.00 CUST. TOTAL 480 480.00 06603 W R GRACE & COMPANY 7237 EAST CA LOS ANGELES $1,425 $1,425.16 GAGE AVENUE 61013 W R GRACE & COMPANY 5210 PHILLIPS GA ATLANTA $27 $27.50 LEE DRIVE 22410 W R GRACE & COMPANY 62 MA CAMBRIDGE $515 $481 $307 $1,303.80 WHITTEMORE AVENUE 35320 W R GRACE & COMPANY P O BOX 2117/ MD BALTIMORE $747 $555 $1,545 $2,847.50 KEN HARTMAN CUST. TOTAL 2,715 1,036 1,852 5,603.96 10577 W R GRACE 2133 85TH NJ N BERGEN $522 $522.50 CONSTRUCTION D STREET CUST. TOTAL 522 77135 W S DODGE 7710 CA MAYWOOD $110 $110.00 FRUITLAND AVENUE CUST. TOTAL 110 110.00 85717 WAMPLER-LONGACRE P O BOX 275 VA BROADWAY $200 $200.00 CHICKHE CUST. TOTAL 200 200.00 00419 WARLICK PAINT COMPANY P O DRAWER NC STATESVILLE $1,435 $1,260 $2,696.64 IN 1508 CUST. TOTAL 1,435 1,260 2,696.64 69452 WARREN LABORATORIES 12603 TX STAFFORD $1,144 $1,144.00 EXECITOVE DR- 806 CUST. TOTAL 1,144 1,144.00 83161 WARREN PETROLEUM 10319 HWY 146 TX MONT BELVIEU $2,451 $2,451.46 CORP CUST. TOTAL 2,451 2,451.46 73785 WASHINGTON STEEL CORP WOODLAND & PA WASHINGTON $250 $250.00 GRIFFITH AVES CUST. TOTAL 250 250.00 89085 WASTE TECHNOLOGY INC 1250 ST OH E LIVERPOOL $237 $3,357 $3,595.20 GEORGE STREET CUST. TOTAL 237 3,357 3,595.20 82112 WASTE TECHNOLOGY 6060 PARK NY NIAGARA $170 $170.00 SERVICE PLACE FALLS CUST. TOTAL 170 170.00 89117 WATER TECH INC P O BOX 11075 AR FORT SMITH $192 $192.50 CUST. TOTAL 192 192.50 84974 WATERSOLES 4 FAWCETT TX DEL RIO $1,118 $1,118.00 DRIVE CUST. TOTAL 1,118 1,118.00 02118 WATSON STANDARD HITE ROAD PA HARWICK $27- $27.50- COMPANY CUST. TOTAL 27- 27.50- 87330 WEIRTON STEEL 400 THREE WV WEIRTON $100 $55 $2,639 $2,794.50 CORPORATION SPRING ROAD CUST. TOTAL 100 55 2,639 2,794.50 21669 WELCHEM INC P O BOX 920941 TX HOUSTON $1,598 $1,598.75 CUST. TOTAL 1,598 1,598.75 05003 WELLAND CHEMICAL P O BOX 26 PA NEWELL $330 $220 $385 $2,655 $3,590.41 CUST. TOTAL 330 220 385 2,655 3,590.41
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S.C. CUST# CUSTOMER ADDRESS ST. CITY 0-TO-30 31-TO-60 61-TO-90 OVER-90 TOTAL BAL-DUE - ----- -------- ------- --- ---- ------- -------- -------- ------- ------------- 86262 WELLMAN INC 2710 TANAGER CA LOS ANGELES $52 $52.00 AVENUE CUST. TOTAL 52 52.00 02829 WEN-DON CORPORATION 401 ALBER VA ROANOKE $55 $55.00 MARBLE AVE CUST. TOTAL 55 55.00 23224 WERTHAN INDUSTRIES 8TH AVENUE TN NASHVILLE $82 $82.50 NORTH CUST. TOTAL 82 82.50 86020 WEST MICHIGAN STEEL 1148 W MI MUSKEGON $703 $703.00 FOUN WESTERN AVE CUST. TOTAL 703 703.00 85199 WEST POINT PEPPERELL CHERRY ROAD SC CLEMSON $429 $429.00 CUST. TOTAL 429 429.00 73471 WESTERN KRAFT 19615 SOUTH CA COMPTON $4,776 $2,013 $6,789.60 COMPANY SUSANNA CUST. TOTAL 4,776 2,013 6,789.60 89886 WESTERN KRAFT CORP 2800 CA SAN LEANDRO $261 $261.00 ALVARADO ST CUST. TOTAL 261 261.00 52808 WESTERN PUBLISHING CO 107 TOM NC FAYETTEVILLE $611 $611.00 IN STARLING ROAD CUST. TOTAL 611 611.00 27668 WESTERN TEXTILE 3400 TREE CT MO SAINT LOUIS $635- $635.00- PRODUCTS CUST. TOTAL 635- 635.00- 58609 WESTERN ZIRCONIUM 10000 WEST 900 UT OGDEN $302 $357 $660.00 SOUTH CUST. TOTAL 302 357 660.00 26450 WESTFIELD TANNING 360 CHURCH PA WESTFIELD $27 $27.50 COMPANY STREET CUST. TOTAL 27 27.50 05329 WESTINGHOUSE ELECTRIC RD # 4 PA BLAIRSVILLE $26 $26.00 CO 87890 WESTINGHOUSE ELECTRIC ROUTE 993 PA MANOR $220 $425 $645.00 CO 56477 WESTINGHOUSE ELECTRIC 230 ALPHA PA PITTSBURGH $1,468 $1,468.50 CO DRIVE 87950 WESTINGHOUSE ELECTRIC HOOVER ST SC HAMPTON $614 $731 $1,345.85 CO NORTH 88040 WESTINGHOUSE ELECTRIC ROUTE 2 VA ABINGDON $9,249 $3,052 $12,301.92 CO HIGHWAY 1 CUST. TOTAL 10,083 3,810 1,893 15,787.27 83019 WESTLAKE 900 HWY 108 LA SULPHUR $100- $100.00- PETROCHEMICAL CO CUST. TOTAL 100- 100.00- 86318 WESTLAKE STYRENE P O BOX 2029 LA SULPHUR $700 $700.00 CUST. TOTAL 700 700.00 25417 WESTLAND OIL CO INC 2740 VALLEY LA SHREVEPORT $6,749 6,749.90 VIEW DRIVE CUST. TOTAL 6,749 6,749.90 86827 WESTROCK INDUSTRIES 6205 BOUL PQ DELSON $1,112 $1,112.26 LTD HEBERT CUST. TOTAL 1,112 1,112.26
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S.C. CUST # CUSTOMER ADDRESS ST. CITY 0-TO-30 31-TO-60 61-TO-90 OVER-90 TOTAL BAL-DUE - ---- ------ -------- ------- --- ---- ------- -------- -------- ------- ------------- 74601 WESTVACO CORPORATION 180 MOODY CT ENFIELD $3,136 $125 $3,261.80 ROAD 27909 WESTVACO CORPORATION 5625 NEW GA CHAMBLEE $683 $683.40 PEACHTREE ROAD 87690 WESTVACO CORPORATION HWY 51 S KY WICKLIFFE $55 $55.00 07950 WESTVACO CORPORATION P O BOX 836 LA DE RIDDER $4,714 $1,978 $100 $6,792.45 87700 WESTVACO CORPORATION 300 PRATT MD LUKE $1,424 $1,597 $3,022.13 STREET 87720 WESTVACO CORPORATION 15TH STREET PA TYRONE $2,057 $45 $2,102.30 78202 WESTVACO CORPORATION P O BOX 70848 SC CHARLESTON HTS $15,726 $6,464 $200- $2,887 $24,878.25 87430 WESTVACO CORPORATION P O BOX 70848 SC CHARLESTON HTS $1,786 $98 $1,884.56 07796 WESTVACO CORPORATION P O BOX 2941105 SC N CHARLESTON $21,599 $25,814 $3,096 $12,114 $62,825.13 81049 WESTVACO CORPORATION P O BOX 140 VA COVINGTON $82 $27 $110.00 87740 WESTVACO CORPORATION P O BOX 140 VA COVINGTON #3,108 $229 $3,337.54 CUST. TOTAL 54,291 34,339 2,941 17,179 108,752.56 76292 WESTVACO US ENVELOPE 315 INDUSTRY MA SPRINGFIELD $195 $195.00 DIV AVE CUST. TOTAL 195 195.00 14606 WEYERHAEUSER CARSON ROAD MS COLUMBUS $55 $693- $638.00- COMPANY 88020 WEYERHAEUSER BOX 787 NC PLMOUTH $55 $55.00 COMPANY CUST. TOTAL 110 693- 583.00- 88230 WHEATLAND TUBE P O BOX 608 PA WHEATLAND $230 $230.46 COMPANY CUST. TOTAL 230 230.46 72503 WHEELING PITTSBURGH P O BOX 192 WV WHEELING $3,344 $4,151 $165 $4,234 $11,896.11 STEEL CUST. TOTAL 3,344 4,151 165 4,234 11,896.11 74595 WHEELING STEEL CORP MCLISTER AVE OH MARTINS $247 $247.50 FERRY CUST. TOTAL 247 247.50 56693 WHIP MIX CORP 361 KY LOUISVILLE $2,100 $2,100.00 FARMINGTON AVENUE CUST. TOTAL 2,100 2,100.00 75334 WHIRLPOOL 405 EAST 78TH MN BLOOMINGTON $3,767 $2,025 $5,792.50 CORPORATION STREET CUST. TOTAL 3,767 2,025 5,792.50 08022 WHITE & BARLEY OF MICH 7131 MI DETROIT $313 $313.00 WESTFIELD CUST. TOTAL 313 313.00 50536 WHITEHALL PLYWOOD RURAL ROUTE 2 NY WHITEHALL $220 $275 $495.00 BOX 216 CUST. TOTAL 220 275 495.00 62430 WILLAMETTE INDUSTRIES 100 W CENTER PA JOHNSONBURG $9,169 $110 $9,279.50 INC ST CUST. TOTAL 9,169 110 9,279.50 82611 WILLIAM HOUSE INC WEDDING LANE PA SCOTTDALE $226 $226.75 CUST. TOTAL 226 226.75 12400 WILLIAM T BURNETT 1500 BUSH MD BALTIMORE $82 $275 $357.50 COMPANY STREET CUST. TOTAL 82 275 357.50 74849 WILLIAMSPORT WIREROPE P O BOX 3188 PA WILLIAMSPORT $2,902 $972 $3,874.59 CUST. TOTAL 2,902 972 3,874.59
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S.C. CUST # CUSTOMER ADDRESS ST. CITY 0-TO-30 31-TO-60 61-TO-90 OVER-90 TOTAL BAL-DUE - ---- ------ -------- ------- --- ---- ------- -------- -------- ------- ------------- 89374 WILSON LABORATORIES 36 HEAD ON DUNDAS $90 $90.00 STREET CUST. TOTAL 90 90.00 81053 WIM VOS USA INC 2 JOURNAL NJ JERSEY CITY $1,595 $1,595.97 SQUARE 89643 WIM VOS USA INC 500 PLAZA NJ SECAUCUS $136 $136.00 DRIVE 6TH FLOOR CUST. TOTAL 136 1,595 1,731.97 89330 WISE FOODS 228 RASELEY PA BERWICK $55 $55.00 STREET CUST. TOTAL 55 55.00 06776 WITCO CHEMICAL P O BOX 9 IL MAPLETON $82 $137- $55.00- COMPANY CUST. TOTAL 82 137- 55.00- 55673 WITCO CORPORATION 10100 SANTA CA LOS ANGELES $4,830 $569 $375 $8,969 $14,744.10 MONICA BLVD 65824 WITCO CORPORATION 8733 S DICE RD CA SANTE FE SPRIN $275- $275.00- 89380 WITCO CORPORATION 6200 WEST 51ST IL CHICAGO $27 $192 $347 $567.50 STREET 89410 WITCO CORPORATION P O BOX 308 LA GRETNA $4,102 $1,375 $632 $6,110.16 20624 WITCO CORPORATION 652 DOREMUS NJ NEWARK #1,778 $416 $2,194.50 AVENUE 89420 WITCO CORPORATION P O BOX 551 NJ PERTH AMBOY $220 $1,877 $2,097.50 04563 WITCO CORPORATION P O BOX 108 NJ PHILLIPSBURG $4,642 $4,642.07 04100 WITCO CORPORATION 633 COURT NY BROOKLYN $1,413 $241 $1,654.68 STREET 75245 WITCO CORPORATION 735 CLINTON NY BROOKLYN $335 $335.00 STREET 03627 WITCO CORPORATION 1485 SPEERS ON OAKVILLE $26 $27 $54.25 ROAD 67530 WITCO CORPORATION 2 BRADPENN ON TORONTO $302 $302.50 ROAD 89370 WITCO CORPORATION 77 NORTH PA BRADFORD $8,459 $871 $9,330.77 KENDALL DRIVE 89440 WITCO CORPORATION P O BOX 336 PA PETROLIA $711 $11,797 $12,509.04 15063 WITCO CORPORATION 15200 ALMEDA TX ALMEDA $90 $90.00 ROAD 70445 WITCO CORPORATION HWY 59/ TX MARSHALL $55 $55.00 P O BOX 1439 CUST. TOTAL 26,267 14,185 1,438 12,520 54,412.07 67801 WOLVERINE TECHNOLOGY 701 LIBERTY MI JACKSON $82 $82.50 CORP STREET CUST. TOTAL 82 82.50 75385 WOOD CO LTD W C 5 ARTHUR ON GUELPH $137 $137.50 STREET SOUTH CUST. TOTAL 137 137.50 84320 WOOD FIBER INDUSTRIES P O BOX 3327 VA DANVILLE $1,884 $1,884.53 CUST. TOTAL 1,884 1,884.53 81028 WOODBRIDGE FOAM 6455 E MO KANSAS CITY $7,864 $6,556 $6 $14,427.09 PRODUCTS COMMERCE AVENUE 71084 WOODBRIDGE FOAM 1999 FORBES ON WHITBY $1,439 $1,439.70 PRODUCTS STREET 01464 WOODBRIDGE FOAM 8214 KIPLING ON WOODBRIDGE $135 $1,072 $1,207.50 PRODUCTS AVENUE CUST. TOTAL 7,864 8,131 1,079 17,074.29 55330 WOODS WIRE PRODUCTS 511 THIRD IN CARMEL $297 $297.50 AVENUE SW CUST. TOTAL 297 297.50 65304 WORLDWIDE DISPATCH 3505 E 14TH TX BROWNSVILLE $450 $450.00 STREET CUST. TOTAL 450 450.00 89820 WORTH CHEMICAL CORP P O BOX 20725 NC GREENSBORO $27 $27.50 58868 WORTH CHEMICAL CORP 515 23RD STREET NC LONG VIEW $402 $402.00 SW CUST. TOTAL 27 402 429.50
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S.C. CUST# CUSTOMER ADDRESS ST. CITY 0-TO-30 31-TO-60 61-TO-90 OVER-90 TOTAL BAL-DUE - ----- -------- ------- --- ---- ------- -------- -------- ------- ------------- 09851 WORTH INC P O BOX 88104 TN TULLAHOMA $36- $36.00- CUST. TOTAL 36- 36.00- 54436 WORTHINGTON FOODS INC 824 OH WORTHINGTON $27 $27.50 PROPRIETORS ROAD CUST. TOTAL 27 27.50 88357 WORTHINGTON STEEL CO P O BOX 3050 PA MALVERN $453 $453.00 CUST. TOTAL 453 453.00 77751 WYCO WELL SERVICE 4751 HIGH HILL OH CAMBRIDGE $2,578 $2,578.00 ROAD CUST. TOTAL 2,578 2,578.00 88640 YORK INTERNATIONAL 11935A FM 529 TX HOUSTON $55 $55.00 CORP CUST. TOTAL 55 55.00 04555 YOUNGER BROTHERS 4904 GRIGGS TX HOUSTON $1,622 $1,622.88 ROAD CUST. TOTAL 1,622 1,622.88 25160 ZACLON INC 2981 OH CLEVELAND $3,847 $10,965 $11,161 $1,771 $27,746.44 INDEPENDENCE ROAD CUST. TOTAL 3,847 10,965 11,161 1,771 27,746.44 88097 ZEGO GRP INTERAMERICA TX LAREDO $590 $590.00 DIST. CENTER CUST. TOTAL 590 590.00 55829 ZENECA INC/AG 3647 SHEPARD OH PERRY $1,350- $1,350.00- PRODUCTS ROAD CUST. TOTAL 1,350- 1,350.00- 04528 ZENECA RICHMOND CA RICHMOND $14,773 $3,376 $104 $18,254.00 INC/AGROCHEMICALS PLANT- FREIGHT P CUST. TOTAL 14,773 3,376 104 18,254.00 66470 ZENECA RESINS INC 730 MAIN ST MA WILMINGTON $55 $55.00 CUST. TOTAL 55 55.00 68365 ZENECA SPECIALTY INKS 1100 FAIRCHILD NC WINSTON $1,538 $55 $1,593.44 ROAD SALEM 89551 ZENECA SPECIALTY INKS 1100 FAIRCHILD NC WINSTON $137 $137.50 ROAD SALEM CUST. TOTAL 1,675 55 1,730.94 84282 ZEON CHEMICALS P O BOX 34320 KY LOUISVILLE $10,727 $1,371 $12,098.70 CUST. TOTAL 10,727 1,371 12,098.70 89309 ZEXEL ILLINOIS INC 625 SOUTHSIDE IL DECATUR $1,055 $1,055.00 DRIVE CUST. TOTAL 1,055 1,055.00 08544 ZINC CORP OF AMERICA 300 FRANKFORT PA MONACA $10,440 $1,305 $130 $11,875.00 ROAD CUST. TOTAL 10,440 1,305 130 11,875.00 50276 ZOECON INDUSTRIES 12200 DENTON TX DALLAS $225- $225.00- DRIVE CUST. TOTAL 225- 225.00- OVER-365-DAYS ... 330,222 *** O TO Z *** 3,952,851 941,044 276,814 947,050 6,117,761,08 OVER-365-DAYS ... 791,103 O-COMPANY TOTAL 17,099,585 3,965,587 1,036,250 2,440,927 24,542,350.66
EXHIBIT 2.3(k) NAMES, ADDRESSES AND ACCOUNT NUMBERS FOR LOCKBOX ACCOUNTS Quala Systems, Inc. CoreStates Philadelphia National Bank P. O. Box 7618 Fifth and Market Streets Philadelphia, PA 19103 Account No. 01743113 Chemical Leaman Tank Lines, Inc. CoreStates Philadelphia National Bank P. O. Box 7618 Fifth and Market Streets Philadelphia, PA 19103 Account No. 01743121 EXHIBIT 2.8(b) (1) Officers' Certificate of SPC containing: (i) Certificate of Incorporation (ii) By-Laws (iii) Director Resolutions (iv) Good Standing Certificates (2) Receivables Contribution and Purchase Agreement (RPA) (3) Revolving Credit Note to CLTL (4) Revolving Credit Note to QSI (5) Pooling and Servicing Agreement (6) Investor Certificate (7) Seller Certificate (8) UCC-1 Financing Statements for SPC, as Debtor, filed with: (i) Commonwealth of Pennsylvania Department of State (ii) Chester County Prothonotary (9) Pay-Off Letters from the Bank (10) UCC-3 Financing Statements filed by the Bank. (11) Acceptance of Appointment of Authentication Agent (12) Authentication Instructions (13) Section 548(a) Certificates for: (a) CLTL (b) QSI (c) SPC (14) Trustee Certificate (15) Initial Servicer Report (16) Closing Certificate (19) Cross Receipt (18) Receivables Audit Comfort Letter (19) Rating Letter (20) Opinion of Trustee counsel EXHIBIT 2.8(d) FORM OF OPINIONS FROM PEPPER, HAMILTON & SCHEETZ PEPPER, HAMILTON & SCHEETZ ATTORNEYS AT LAW WASHINGTON, D.C. 3000 TWO LOGAN SQUARE WILMINGTON. DELAWARE NEWS YORK, NEW YORK EIGHTEENTH & ARCH STREETS WESTMONT, NEW JERSEY DETROIT. MICHIGAN PHILADELPHIA, PENNSYLVANIA 19103-2799 LONDON, ENGLAND HARRISBURG, PENNSYLVANIA 215-981-4000 MOSCOW, RUSSIA BERWYN, PENNSYLVANIA FAX: 215-981-4750 o TWX: 710-670-0777 ------------ WRITER'S DIRECT NUMBER
(215) 981-4000 May 14, 1993 Transamerica Life Insurance and Annuity Company 1150 S. Olive Street Los Angeles, CA 90015 Banc One Capital Corp. 90 N. High Street Columbus, OH 43218 Fidelity Bank, National Association 123 South Broad Street M.B.O., 18th Floor Philadelphia, PA 19109 Duff & Phelps Credit Rating Co. 55 East Monroe Street Chicago, IL 60603 Re: PICKERING WAY FUNDING TRUST Ladies and Gentlemen: We have acted as special counsel to Pickering Way Funding Corp., a Delaware corporation (the "Seller"), Chemical Leaman Corporation, a Pennsylvania corporation (the "Servicer"), and Chemical Leaman Tank Lines, Inc., a Delaware corporation and Quala Systems, Inc., a Delaware corporation (collectively, the "Originators"), in connection with (i) the sale and the contribution of the Receivables by the Originators to the Seller pursuant to the provisions of the Receivables Contribution and Purchase Agreement dated of even date herewith between and among the Seller, the Servicer and the Originators (the "RPA"), (ii) the subsequent transfer of the Receivables to the Pickering Way Funding Trust (the "Trust") pursuant to the provisions of the Pooling and Servicing Agreement dated of even date herewith PEPPER, HAMILTON & SCHEETZ Page 2 May 14, 1993 between and among the Seller, the Servicer and the Trustee (the "Agreement") and (iii) the issuance of the Investor Certificate and the Seller Certificate to, respectively, the Investor Certificateholder and the Seller pursuant to the provisions of the Agreement. Unless otherwise defined herein, capitalized terms used herein shall have the meanings ascribed to them in the Agreement. We have examined copies of the executed Agreement and the RPA. We have also examined and relied on original or reproduced or certified copies of the Certificate of Incorporation and the By-Laws of the Seller, the Servicer and the Originator, resolutions or consents of the Board of Directors of the Seller, the Servicer and the Originators and such other agreements, certificates, corporate records, certificates of public officials, instruments and documents, and have made such examinations of law and investigations of fact, as we have deemed necessary to form the basis of our opinions hereinafter expressed. We have assumed the genuineness of all signatures, the authenticity of all documents submitted to us as original, the conformity to the originals of all documents submitted to us as copies of originals and the completeness of all minute books furnished to us. We have also assumed that each party to the documents reviewed by us (collectively, the "Documents) other than the Seller, the Servicer and the Originators has the power to enter into and perform all of its obligations under the Documents and that the Trustee, the Originators, the Seller and the Servicer will perform such obligations; that each of the Documents has been duly executed and delivered by each party thereto other than the Seller, the Servicer and the originators; that each of the Documents is valid and binding on each party thereto other than the Seller, the Servicer and the originators; that the Investor Certificate has been duly issued to the Seller and sold by the Seller to the Investor Certificateholder upon the payment of the appropriate consideration; and that the transfer of the Investor Certificate from the Seller to the Investor Certificateholder vested full title and ownership of those certificates in the Investor Certificateholder free and clear of any lien or other encumbrance created prior to the transfer thereof. As to matters of fact relevant to the opinions herein expressed, we have relied upon the representations and warranties contained in the Documents and upon certificates of officers of the Seller, the Servicer, and the originators. To the extent PEPPER, HAMILTON & SCHEETZ Page 3 May 14, 1993 that our opinion is based on matters known to us or of which we have knowledge, except as otherwise expressly set forth herein, we have relied solely on a review of such representations, warranties and certificates and we have not undertaken any independent investigation to verify any such matters, and our opinion is, therefore, as to such factual matters, based solely thereon. However, as a result of our representation of the Seller, the Servicer and the Originators, we have no actual knowledge of the inaccuracy of such representations which would relate to the knowledge qualifications in the opinions set forth below. In addition, A. John May III, a partner of this firm, and William G. Kiesling, an associate in this firm, have been acting in the capacity of corporate general counsel to the Seller, the Servicer and the Originators and, in such capacity, have become aware of various matters involving the Servicer and the Originators. To the extent that our opinion is specifically qualified below by the phrases "to our knowledge", "known to us", or "of which we have knowledge", this opinion specifically excludes our knowledge with respect to such matters referred to in the preceding sentence, except to the extent this firm has been specifically retained for, or represented the Servicer and the Originators in, or we have received actual and complete knowledge of, any such matter. This opinion is limited exclusively to the laws of the Commonwealth of Pennsylvania, the federal laws of the United States of America in effect in the Commonwealth of Pennsylvania and the statutory provisions of the General Corporation Law of the State of Delaware. Based on the foregoing and subject to the assumptions, matters of reliance and qualifications hereinafter set forth, we are of the opinion that: 1. Each of the Seller and the Originators is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware and, to our knowledge, is duly qualified to do business in all states where the laws of such state require the Seller or Originators to be so qualified and the failure to so qualify would have a material adverse effect on their respective operations or ability to perform their respective obligations under the Documents; and each of the Seller and the Originators has the corporate power and authority to execute, deliver and perform under the Documents. PEPPER, HAMILTON & SCHEETZ Page 4 May 14, 1993 2. The Servicer is a corporation duly organized, validly existing and in good standing under the laws of the Commonwealth of Pennsylvania and, to our knowledge, is duly qualified to do business in all states where the laws of such state require the Servicer to be so qualified and the failure to so qualify would have a [material] adverse effect on its operations or ability to perform its obligations under the Documents; and the Servicer has the corporate power and authority to execute, deliver and perform under the Documents. 3. The execution, delivery and performance by the Seller, the Servicer and the Originators of the Documents have been duly authorized by all requisite corporate action, and the Documents have been duly executed and delivered by, as appropriate, the Seller, the Servicer and the Originators, and constitute the valid, binding and enforceable obligations of, as appropriate, the Seller, the Servicer and the Originators enforceable against such party in accordance with their terms. 4. The execution, delivery and performance by the Seller, the Servicer and the Originators of the Documents will not violate (a) any provision of the Certificate of Incorporation or By-Laws of the Seller, the Servicer or the Originators; (b) any law, rule, regulation or any order of any court or other agency of government applicable to the Seller, the Servicer or the Originators of which we have knowledge; or (c) any provision of any material indenture, agreement or other instrument known to us to which the Seller, the Servicer or the Originator is a party, or by which it or any of its properties or assets is bound, or conflict with, result in a breach of or constitute a default under any such indenture, agreement or other instrument or result in the creation or imposition of any material lien, charge or encumbrance of any nature upon any of the properties or assets of the Seller, Servicer and the Originators known to us. 5. To our knowledge, there is no suit, action or proceeding pending or threatened against the Seller, the Servicer or the Originators or in which the Seller, the Servicer or the Originators is a party, before any court, administrative agency or governmental authority which in any case questions the validity of any of the transactions contemplated by the Documents. The forgoing opinions are subject to the following limitations and qualifications and are based on the following assumptions: PEPPER, HAMILTON & SCHEETZ Page 5 May 14, 1993 (i) We express no opinion as to, and our opinion is limited by, the effect of non-compliance with the federal Assignment of Claims Act. (ii) With respect to the opinion set forth in paragraph 3 above, the rights of the Trustee and the Seller under the Documents are subject to the requirement that the Trustee and the Seller act reasonably and in good faith and, in connection with the enforcement of the rights described therein, in a commercially reasonably manner. (iii) With respect to the opinion set forth in paragraph 3 above, no opinion is given as to the right to exercise remedies upon the happening of a non-material breach of the Documents (including material breaches of non-material provisions thereof). (iv) No opinion is given herein as to the existence or quality of title with respect to, or the creation, validity or priority of any lien on or security interest in, any collateral or other property. (v) With respect to paragraph 3 above, limitations may be imposed by applicable bankruptcy, insolvency, moratorium or similar laws affecting the rights of creditors generally and by generally applicable equitable principles. No opinion is given with respect to the availability of the remedy of specific performance or other equitable remedies. (vi) The opinion set forth in paragraph 3 above is subject to any federal, state or local fraudulent conveyance law, or law of similar import, and of any corporate or contract laws or bodies of such laws restricting the transfer of property or incurring of an obligation by a corporation to or for the benefit of its shareholders or affiliates. This opinion is given as of the date hereof and is based upon present laws and court decisions as they exist and are construed as of this date. We assume no obligation to update or supplement this opinion to reflect any facts or circumstances which may hereafter come to our attention, or any changes in laws which may hereafter occur. The opinions set forth herein are intended only for the benefit of the parties to which it is addressed, and it is our understanding and intention that without our written permission PEPPER, HAMILTON & SCHEETZ Page 6 May 14, 1993 this letter will not be delivered to or relied upon by any other person or entity without our prior written consent. Very truly yours, PEPPER, HAMILTON & SCHEETZ PEPPER, HAMILTON & SCHEETZ ATTORNEYS AT LAW WASHINGTON, D.C. 3000 TWO LOGAN SQUARE WILMINGTON, DELAWARE NEW YORK, NEW YORK EIGHTEENTH & ARCH STREETS WESTMONT, NEW JERSEY DETROIT, MICHIGAN PHILADELPHIA, PENNSYLVANIA 19103-2799 LONDON, ENGLAND HARRISBURG, PENNSYLVANIA 215-981-4000 MOSCOW, RUSSIA BERWYN, PENNSYLVANIA FAX: 215-981-4750 o TWX: 710-670-0777 ------------ WRITER'S DIRECT NUMBER
(215) 981-4000 May 14, 1993 Transamerica Life Insurance and Annuity Company 1150 S. Olive Street Los Angeles, CA 90015 Banc One Capital Corp. 90 N. High Street Columbus, OH 43218 Fidelity Bank, National Association 123 South Broad Street M.B.O., 18th Floor Philadelphia, PA 19109 Duff & Phelps Credit Rating Co. 55 East Monroe Street Chicago, IL 60603 Re: PICKERING WAY FUNDING TRUST Ladies and Gentlemen: We have acted as special counsel to Pickering Way Funding Corp., a Delaware corporation ("Pickering Way"), Chemical Leaman Corporation, a Pennsylvania corporation ("Servicer") and Chemical Leaman Tank Lines, Inc., a Delaware corporation and Quala Systems, Inc., a Delaware corporation (collectively, the "Originators") in connection with (i) the sale and the contribution of the Receivables by the Originators to Pickering Way pursuant to the provisions of the Receivables Contribution and Purchase Agreement of even date herewith between and among Pickering Way and the Originators (the "RPA"), (ii) the subsequent transfer of the Receivables to the Pickering Way Funding Trust (the "Trust") pursuant to the provisions of the Pooling and Servicing Agreement of even date herewith between and PEPPER, HAMILTON & SCHEETZ Transamerica Life Insurance and Annuity Company Banc One Capital Corp. Fidelity Bank, National Association Duff & Phelps Credit Rating Co. May 14, 1993 Page 2 among Pickering Way, the Servicer and the Trustee (the "Agreement") and (iii) the issuance of the Investor Certificate and the Seller Certificate to, respectively, the Investor Certificateholder and Pickering Way pursuant to the provisions of the Agreement. Unless otherwise defined herein, capitalized terms used herein shall have the meanings ascribed to them in the Agreement. In rendering this opinion, we have examined and relied upon executed copies of the Agreement and the RPA. (The Agreement and RPA are referred to hereinafter collectively as the "Transaction Documents".) We also have relied upon a certificate of an officer of the Servicer to the effect that the Servicer is not a party to any instrument, contract or agreement with Pickering Way and has not guaranteed any obligations of Pickering Way. In addition, we have reviewed the Certificate of Incorporation and By-laws of Pickering Way. I. Opinion Based on the facts and assumptions recited herein, and subject to the qualifications and analysis set forth below, we are of the opinion that: 1. A court of competent jurisdiction would determine that the transfer of the Receivables and the Related Security by the Originators to Pickering Way pursuant to the RPA constituted a sale of the Receivables and the Related Security by the Originators to Pickering Way. 2. A court of competent jurisdiction would not grant an order consolidating the assets and liabilities of Pickering Way with those of either Originator in the event of a case arising from the bankruptcy of either Originator. 3. In the event of the bankruptcy of either Originator, a court of competent jurisdiction would conclude that the Receivables and the Related Security are not property of the estate of either Originator under Section 541 of the United States Bankruptcy Code (11 U.S.C. SS 101 et seq., the "Bankruptcy Code"). Consequently, if a petition in bankruptcy were to be filed by or against either Originator under the Bankruptcy Code, a court would conclude PEPPER, HAMILTON & SCHEETZ Transamerica Life Insurance and Annuity Company Banc One Capital Corp. Fidelity Bank, National Association Duff & Phelps Credit Rating Co. May 14, 1993 Page 3 that rights which may be exercised with respect to property of the estate of either Originator pursuant to Sections 362(a), 542(a) and 363 of the Bankruptcy Code are not available with respect to the Receivables and the Related Security. 4. The provisions contained in Article 13(e) of the Certificate of Incorporation of Pickering Way that require the unanimous approval of the Board of Directors and the stockholders of Pickering Way for the voluntary commencement by Pickering Way of any bankruptcy, insolvency or similar proceeding (the "Special Charter Provision") are permitted under, and do not contravene, the General Corporation Law of the State of Delaware, except that no opinion is expressed as to the availability of specific performance or other equitable remedies to any party seeking enforcement of the Special Charter Provisions. II. Assumptions With your permission, we have assumed in rendering this opinion that the matters set forth below are now and will at all relevant times remain correct: 1. Pickering Way has been initially capitalized by the originators with a total capital contribution in excess of $5,000,000. 2. On the Closing Date, Pickering Way will purchase from the Originators pursuant to the RPA a portion of the Receivables in an amount approximately equal to $17,000,000 and the Originators will contribute to Pickering Way a portion of the Receivables in an amount approximately equal to $7,000,000 as the total capital contribution of Pickering Way. 3. On the Closing Date, pursuant to the Agreement, Pickering Way will transfer the Receivables to the Trust in exchange for the Seller Certificate and the proceeds received by the Trust in exchange for the issuance by the Trust of the Investor Certificate. PEPPER, HAMILTON & SCHEETZ Transamerica Life Insurance and Annuity Company Banc One Capital Corp. Fidelity Bank, National Association Duff & Phelps Credit Rating Co. May 14, 1993 Page 4 4. Pickering Way will observe the corporate procedures required by its Certificate of Incorporation, its by-laws, the RPA, the Agreement and the corporate laws of the State of Delaware, including, without limitation, holding separate director and shareholder meetings from those of any other Person and otherwise ensure at all times that it is maintained as a separate corporate entity from any other Person. 5. Pickering Way will (i) ensure that its board of directors duly authorizes all of its corporate actions, (ii) keep correct and complete books and records of account separate from those of any other Person, and correct and complete minutes of the meetings and other proceedings of its stockholders and Board of Directors, and (iii) where necessary, obtain proper authorization from its directors or stockholders, as appropriate, for corporation action. 6. Pickering Way will provide for its operating expenses and liabilities from its own funds and maintain deposit accounts and other bank accounts separate from those of the Originators or the Servicer, or any of their respective Affiliates. 7. Pickering Way will act solely in its corporate name and through its duly authorized officers or agents in the conduct of its business and ensure that none of the Originators or the Servicer or any of their respective Affiliates controls any corporate decisions made by it. The Originators do not and will not refer to Pickering Way as a division or department of either Originator, and Pickering Way will hold itself out to third parties as a separate corporation. 8. Pickering Way will ensure that its assets are not commingled with those of the Originators or the Servicer, or any other Person. 9. Pickering Way will not conduct any business or engage in any activities other than as permitted in its Certificate of Incorporation. PEPPER, HAMILTON & SCHEETZ Transamerica Life Insurance and Annuity Company Banc One Capital Corp. Fidelity Bank, National Association Duff & Phelps Credit Rating Co. May 14, 1993 Page 5 10. Pickering Way (i) will not hold itself out, or permit itself to be held out, as having agreed to pay, or as being liable for, the debts of the Originators, the Servicer, or any other Person; (ii) will maintain an arm's length relationship with the Originators, the Servicer and their respective Affiliates with respect to any transactions between itself and such other Person; and (iii) will continuously maintain as official records the resolutions, agreements and other instruments underlying the transactions contemplated by the Agreement and the RPA. 11. At least one of the three (3) members of the board of directors of Pickering Way is an Independent Director. 12. Pickering Way was created by the Originators in furtherance of a business plan to reduce the cost of financing the Receivables. 13. The financial statements of the Servicer, the Originators and Pickering Way will disclose the effects of the capital contribution by the Originators to Pickering Way and the acquisition by Pickering Way of the Receivables, in accordance with generally accepted accounting principles. 14. Public notice of the transfer of the Receivables to Pickering Way and to the Trust will be provided by the filing of UCC-1 financing statements. 15. The Parent, the Originators and Pickering Way will not jointly own any assets. 16. Pickering Way was formed to pursue a bona fide business opportunity. 17. Both the capital contribution by the Originators to Pickering Way, and the use by Pickering Way of the proceeds of such capital contribution to purchase the Receivables were consummated in good faith and without intent to hinder, delay or defraud creditors of the Originators. PEPPER, HAMILTON & SCHEETZ Transamerica Life Insurance and Annuity Company Banc One Capital Corp. Fidelity Bank, National Association Duff & Phelps Credit Rating Co. May 14, 1993 Page 6 III. Discussion A. Sales Treatment Whether a particular transaction involving the transfer of accounts constitutes a sale or a transfer for security is dependent upon the results of the judicial analysis of the facts and circumstances surrounding the transaction in question. See Major's Furniture Mart v. Castle Credit Corporation, Inc., 602 F.2d 538 (3rd Cir. 1979). Among the factors recognized by the courts in determining whether such a transaction will be characterized as a sale or as a loan are (i) the clear identification and assignment of each account; (ii) the level of risk assumed by the transferee in connection with the ownership of the interest; (iii) the amount of control over the accounts (such as the commingling of collections with respect to the accounts with the accounts of the transferor); (iv) the intent of the parties when entering into the transaction; (v) whether the accounts were purchased at a discount; (vi) reliance on the creditworthiness of the transferor and not the creditworthiness of the obligors under the accounts; (vii) whether or not the accounts will be collected directly by the transferor; (viii) the payment by the transferor of costs and expenses associated with collecting the accounts; and (ix) failure to notify the obligors under the accounts of the sale of their accounts. Courts have not been clear as to the degree of significance to be afforded these various factors. Nevertheless, as of the date hereof, we have found no cases in which courts have recharacterized a sale as a secured financing except for those in which the level of recourse to the transferor was higher than the level of recourse of Pickering Way to the Originators in the instant transaction; in such cases there was full or substantial recourse against the transferor for losses on the obligations sold. As we have found no case dealing directly with a transaction of similar structure to the proposed transaction, our opinion, which we believe to be supported by sound analysis, is not based on directly controlling precedent. In the instant transaction, under the RPA the Receivables will be clearly identified and sold to Pickering Way by the Originators. With respect to the level of risk associated with ownership, the case law indicates that the greater the risk PEPPER, HAMILTON & SCHEETZ Transamerica Life Insurance and Annuity Company Banc One Capital Corp. Fidelity Bank, National Association Duff & Phelps Credit Rating Co. May 14, 1993 Page 7 to the transferee, the more likely the transfer will be deemed to be a sale. Here, the risk of loss due to default will be borne entirely by Pickering Way, the Trust and the Certificateholders without any recourse against the Originators, except with respect to breaches for certain representations and warranties and other limited circumstances set forth in Section 9.1 of the RPA. Moreover, the ability of the Originators to assert control over the Receivables is clearly and significantly limited pursuant to the terms of the Agreement and the RPA. The clear intent of the parties, as evidenced by the provisions of the Agreement and the RPA, is for the Originators to sell the Receivables to Pickering Way. The Originators will not directly collect the balances owed by the Obligors under the Receivables as, under the Agreement, such balances will be collected by the Servicer. The Originators are not paying for the costs and expenses associated with collecting the accounts since, according to the Agreement, those expenses will be borne by the assets of the Trust. On the other hand, under the RPA, Pickering Way purchased the Receivables at a discount and the Obligors will not be notified of the sale of the Receivables. Balancing these factors together, we believe that a court, in a properly presented case, would determine that the transfer of the Receivables pursuant to the RPA constitutes a sale of the Receivables to Pickering Way. B. Substantive Consolidation Substantive consolidation in bankruptcy results in pooling the assets and liabilities of two or more entities, eliminating intercompany claims and combining the creditors of the consolidated companies for purposes of payment of claims and voting on plans of reorganization.(1) 5 Collier on Bankruptcy ------------------- 1. The Bankruptcy Code does not expressly authorize substantive consolidation. Substantive consolidation derives from bankruptcy case law, and a bankruptcy court's power to effect substantive consolidation derives from the court's general equitable powers under Section 105(a) of the Bankruptcy Code. See, e.g., Donut Queen, 41 B.R. at 708-09 and In re Richton International Corp., 12 B.R. 555, 557 (Bankr. S.D.N.Y. 1981). Substantive consolidation should not be confused with the joint (continued...) PEPPER, HAMILTON & SCHEETZ Transamerica Life Insurance and Annuity Company Banc One Capital Corp. Fidelity Bank, National Association Duff & Phelps Credit Rating Co. May 14, 1993 Page 8 Section1100.06[l], at 1100-33, 1100-34 (15th ed. 1991). See also, In re Baker & Getty Fin. Serv., 78 B.R. 139, 141 (Bankr. N.D. Ohio 1987); In re DRW Property Co. 82, 54 B.R. 489, 494 (Bankr. N.D. Tex. 1985) and In re Donut Queen, Ltd., 41 B.R. 706, 709 (Bankr. E.D.N.Y. 1984). The primary purpose of substantive consolidation is to ensure the equitable treatment of all creditors. See, In re Augie/Restivo Baking Co., 860 F.2d 515, 518 (2d Cir. 1988). See also In re Murray Indus., 119 B.R. 820, 829-830 (Bankr. M.D. Fla. 1990) (that substantive consolidation may adversely affect some creditors' interests does not necessarily preclude its imposition). Because of the potential inequity of forcing creditors of one debtor to share on a parity with creditors of a less solvent debtor, substantive consolidation is to be used sparingly. Augie/Restivo, 860 F.2d at 519. But see Murray, 119 B.R. at 829-830 (citing the modern trend that "substantive consolidation may be authorized whenever it will benefit the debtors' estates without betraying legitimate expectations of the debtors and their respective creditors").(2) - ----------------- 1. (...continued) administration of the estates of related debtors, which is authorized under Federal Rule of Bankruptcy Procedure 1015. 2. Although bankruptcy courts are split on whether they have jurisdiction over nondebtor affiliates against which substantive consolidation is sought, the trend is for courts to determine they have jurisdiction provided that the matter is properly pleaded. See e.g., In re The Julien Company, 120 B.R. 930, 938 (Bankr. W.D. Tenn. 1990) (jurisdiction denied, but court suggested that if matter were pleaded differently, as an adversary proceeding instead of a contested matter, jurisdiction would be proper). However, because substantive consolidation is addressed on a case-by-case basis, courts may differ whether they have jurisdiction over such nondebtor affiliates. Compare In re Alpha & Omega Realty, Inc., 36 B.R. 416 (Bankr. D. Idaho 1984) (no jurisdiction) with In re Tureaud, 45 B.R. 658 (Bankr. N.D. Okla. 1985), aff'd 59 B.R. 973 (N.D. Okla. 1986) and In the Matter of Munford, 115 B.R. 390, 396-398 (Bankr. N.D. Ga. 1990) (jurisdiction). PEPPER, HAMILTON & SCHEETZ Transamerica Life Insurance and Annuity Company Banc One Capital Corp. Fidelity Bank, National Association Duff & Phelps Credit Rating Co. May 14, 1993 Page 9 In determining whether substantive consolidation is appropriate, the bankruptcy courts will, as a general rule, examine the organizational and financial structures and relationships among the relevant entities, as well as the relationships between the companies and their creditors, and analyze whether substantive consolidation is fair and equitable to the creditor body at large and whether there is a harm to rectify. See In re Snider Bros., Inc., 18 B.R. 230, 235 (Bankr. D. Mass. 1982); In re Flora Mir Candy Corp., 432 F.2d 1060 (2d Cir. 1970). The analysis applied by bankruptcy courts relies in large part on the presence or absence of certain "elements" that are identical or similar to factors relevant to "piercing the corporate veil" theories. See, e.g., In re Vecco Constr. Indus., Inc., 4 B.R. 407 (Bankr. E.D. Va. 1980); In re Gulfco Inv. Corp., 593 F.2d 921 (10th Cir. 1979). Such "factors," enumerated in the decisional law, are not necessarily dispositive of an inquiry into whether substantive consolidation should be granted, as the tests are to be applied on a case-by-case basis. As one oft-cited court has noted: "[t]hat as to substantive consolidation, precedents are of little value, thereby making each analysis on a case by case basis." In re Crown Machine & Welding, 100 B.R. 25, 27-28 (Bankr. D. Mont. 1989).(3) There is no precise formula or combination of factors that supports a finding of substantive consolidation in every case. Nonetheless, two sets of substantive consolidation factors or elements (collectively, "Consolidation Factors") are often cited, and are set forth below: - --------------------- 3. This ad hoc approach is largely responsible for the unsettled nature of the appropriate factors to be considered, the weight to be attached to such factors and the significance of competing considerations offered by objectors to substantive consolidation. Accordingly, our analysis, and any other any analysis of whether there is a substantial risk of substantive consolidation, is subject to the express general qualification that there can be no guaranty as to whether a court will exercise its discretionary equitable authority to grant substantive consolidation in any given instance. PEPPER, HAMILTON & SCHEETZ Transamerica Life Insurance and Annuity Company Banc One Capital Corp. Fidelity Bank, National Association Duff & Phelps Credit Rating Co. May 14, 1993 Page 10 (1) Parent corporation owns all or a majority of the capital stock of the subsidiary; (2) Parent and subsidiary have common directors and officers; (3) Parent finances subsidiary; (4) Parent is responsible for incorporation of subsidiary; (5) Subsidiary has grossly inadequate capital; (6) Parent pays salaries, expenses or losses of subsidiary; (7) Subsidiary has substantially no business except with parent; (8) Subsidiary has essentially no assets except those conveyed to it by parent; (9) Parent refers to subsidiary as a subsidiary, department or division of parent; (lO) Directors or officers of subsidiary do not act in the interests of subsidiary, but take directions from the parent; and (11) Formal legal requirements of the subsidiary as a separate and independent corporation are not observed. Tureaud, 45 B.R. at 662 (citing Fish v. East, 114 F.2d 177 (lOth Cir. 1940)). A second statement of substantive consolidation "elements, which are cited in some of the more recent cases, appears in Vecco Construction: (12) The degree of difficulty in segregating and ascertaining individual assets and liabilities; (13) The presence or absence of consolidated financial statements; PEPPER, HAMILTON & SCHEETZ Transamerica Life Insurance and Annuity Company Banc One Capital Corp. Fidelity Bank, National Association Duff & Phelps Credit Rating Co. May 14, 1993 Page 11 (14) The profitability of consolidation at a single physical location; (15) The commingling of assets and business functions; (16) The unity of interests and ownership between the various corporate entities; (17) The existence of parent and inter-corporate guarantees on loans; and (18) The transfer of assets without formal observance of corporate formalities. Vecco Construction, 4 B.R. at 410. See also Donut Oueen, 41 B.R. at 709. Despite the foregoing factors, there is no one set of elements which, if established, ineluctably will mandate consolidation. Snider Bros., 18 B.R. at 234. Even if many of the elements of substantive consolidation are present, it is not a foregone conclusion that substantive consolidation should be granted. See, e.g., DRW Property, Donut Oueen, Snider and Gulfco, supra, in which several Consolidation Factors were present but the courts denied substantive consolidation in each instance. See also, Coleman v. Corning Glass Works, 619 F. Supp. 950, 956 (W.D.N.Y. 1985), aff'd, 818 F.2d 874 (2d Cir. 1987) (ownership and existence of common officers and directors are in themselves insufficient to justify "piercing the corporate veil") and Anaconda Bldg. Materials Co. v. Newland, 336 F.2d 625, 629 (9th Cir. 1964) (despite presence of numerous Consolidation Factors, court found that without a greater justification, such as harm to creditors, circumstances did not warrant substantive consolidation). Moreover, these factors are only an aid to and not a substitute for the court's judgment. Holywell Corp. v. Bank of New York, 59 B.R. 340, 347 (S.D. Fla. 1986), appeal dismissed, 820 F.2d 376 (1987). After evaluating the Consolidation Factors, a court must determine that there is a need for consolidation and that the benefits of consolidation outweigh whatever harm it might create. In re Steury, 94 B.R. 553, 554 (Bankr. N.D. Ind. 1988) and DRW Property, 54 B.R. at 495. The burden rests with the party proposing consolidation to establish that the benefits of PEPPER, HAMILTON & SCHEETZ Transamerica Life Insurance and Annuity Company Banc One Capital Corp. Fidelity Bank, National Association Duff & Phelps Credit Rating Co. May 14, 1993 Page 12 consolidation outweigh any resulting prejudice. Steury, 94 B.R at 554; DRW Property, supra, and Crown Machine, 100 B.R. at 27.(4) The proponent's burden is a "substantial" one. Snider Bros., 18 B.R. at 238. The prevailing view is that in addition to demonstrating the benefit of substantive consolidation and the presence of a combination of Consolidation Factors, the proponent of substantive consolidation must establish the presence of the following elements: (i) the creditors dealt with the entities as a single economic unit and did not rely on their separate identity in extending credit and (ii) the affairs of the debtors are so "hopelessly entangled" that consolidation will benefit all creditors. Augie/Restivo 860 F.2d at 518; Crown Machine, 100 B.R. at 27.5 In considering the first of those elements, the courts will also examine whether substantive consolidation will ______________________ 4. See also, Eastgroup Properties v. Southern Motel Ass'n. Ltd., 935 F.2d. 245, 249 (llth Cir. 1991), in which the United States Court of Appeals for the Eleventh Circuit established its own standard of proof and held that a proponent must show (i) there is substantial identity between the entities to be consolidated (the proponent may demonstrate the existence of Consolidation Factors to meet this burden) and (ii) consolidation is necessary to avoid some harm or realize some benefit. When the proponent makes this showing, a rebuttable presumption arises that the creditors did not rely on the credit of any single entity involved. The burden of proof then shifts to the objecting creditor to prove that (i) it relied on the separate credit of a single entity and (ii) it will be prejudiced by substantive consolidation. 5. Other courts have cited two additional elements: (i) whether the existence of separate entities will work a fraud or injustice on creditors in the absence of consolidation; Tureaud, 45 B.R. at 662 and Gulfco, 593 F.2d at 928; and (ii) whether substantive consolidation will facilitate or expedite the reorganization proceedings. In re Drexel Burnham Lambert Group, 138 B.R. 723 (Bankr. S.D.N.Y. 1992), In re Orfa Corp. of Philadelphia, 129 B.R. 404, 414-415 (Bankr. E.D. Pa. 1991) and In re F.A. Potts & Co., 23 B.R. 569, 574 (Bankr. E.D. Pa. 1982). PEPPER, HAMILTON & SCHEETZ Transamerica Life Insurance and Annuity Company Banc One Capital Corp. Fidelity Bank, National Association Duff & Phelps Credit Rating Co. May 14, 1993 Page 13 not be unjust to all creditors. Moreover, the presence of an appropriate combination of Consolidation Factors is still a requirement under this analysis; standing alone, the fact that creditors believed they were dealing with one company and not two different entities does not mandate a finding of substantive consolidation. Crown Machinery, 100 B.R. at 28. A leading case in the "single economic unit" area is Soviero v. Franklin Nat'l Bank, 328 F.2d 446 (2d Cir. 1964). In that case, affiliated companies commingled assets and functions and did not observe the corporate form: there were common shareholders and directors, no corporate minutes, no working capital in subsidiaries, an arbitrary allocation of inventory and expenses, and intercompany guarantees. Id. at 447. Moreover, creditors were advised that the debtor was a "consolidated enterprise," and received consolidated financial statements listing assets of the affiliate companies as those of the debtor. Id. Based on these factors, the court ordered substantive consolidation because of the presence of numerous Consolidation Factors and the notion that the creditors relied on the credit of the entities as a whole, and not separately. Id. at 447-448. See also Richton, 12 B.R. at 555 (where debtors operated as single entity, funds were shifted among debtors, consolidated tax returns were filed and there were extensive intercorporate guarantees, the bankruptcy court ordered substantive consolidation because the creditors treated the debtors as one entity and because consolidation would result in the equitable treatment of all creditors without prejudice to any one particular group); Eastgroup Properties, 935 F.2d at 250 (substantive consolidation affirmed where there were common owners and employees and intercompany transfers, and one company paid the debts of the other; without substantive consolidation, creditors of one company would have received little while equity holders of the other company might have received a substantial distribution on their claims. Moreover, the objecting creditors failed to prove that they relied solely on the separate credit of one company or that substantive consolidation would harm them). The Augie/Restivo court's second element for determining the propriety of substantive consolidation is whether the affiliates' assets, liabilities and business affairs are so "hopelessly entangled" that segregation is either prohibitively expensive or impossible. 860 F.2d at 518-519. Where courts encounter such "hopeless entanglement," they exhibit little PEPPER, HAMILTON & SCHEETZ Transamerica Life Insurance and Annuity Company Banc One Capital Corp. Fidelity Bank, National Association Duff & Phelps Credit Rating Co. May 14, 1993 Page 14 reluctance in granting substantive consolidation. Id. Poor or nonexistent record-keeping of separate assets (particularly cash and other liquid assets), liabilities and inter-affiliate transactions, whether by design or otherwise, are common reasons for imposing substantive consolidation. See, e.g., Vecco Construction, 4 B.R. at 407. The degree of entanglement is the central question to be examined, because the potentially prejudicial effect of substantive consolidation cannot be justified based on mere contentions of administrative convenience, even if the financial affairs of related entities are not easily distinguishable. Augie/Restivo, 860 F.2d at 578. The Second Circuit appears to have established a stringent standard for the degree to which the debtor's affairs must be obscured before consolidation will be ordered, holding: Resort to consolidation in such circumstances [involving commingling of assets and business functions]' however, should not be Pavlovian. Rather substantive consolidation should be used only after it has been determined that all creditors will benefit because untangling is either impossible or so costly as to consume the assets. . . . Commingling, therefore, can justify substantive consolidation only where "the time and expense necessary even to attempt to unscramble them [is] so substantial as to threaten the realization of any net assets for all the creditors," . . . . or where no accurate identification and allocation of assets is possible. In such circumstances, all creditors are better off with substantive consolidation. Augie/Restivo 860 F.2d at 519 (citations omitted).6 - ----------------------- 6. The court in Orfa noted that the prevalent test in the United States Bankruptcy Court for the Eastern District of Pennsylvania differs from the Augie/Restivo test because while Augie/Restivo "appears to bar consolidation unless it benefits all creditors", the test in the Eastern District of Pennsylvania is comprised of (continued...) PEPPER, HAMILTON & SCHEETZ Transamerica Life Insurance and Annuity Company Banc One Capital Corp. Fidelity Bank, National Association Duff & Phelps Credit Rating Co. May 14, 1993 Page 15 In some instances, protection of creditors whose interests would be adversely and unfairly affected by consolidation predominates over financial entanglement concerns, thus underscoring the notion that there is more to a finding of substantive consolidation than the satisfaction of a checklist of factors. See, e.g., Flora Mir, 432 F.2d at 1063 (unlikely that any showing of accounting difficulties would justify consolidation when claims of debenture- holders of formerly independent entity, whose stock was subsequently transferred, would be extinguished or diluted). Under the above tests, there is some degree of variation in the proof required to demonstrate that substantive consolidation is warranted. Compare Vecco Construction, 4 B.R. at 408-09 (substantive consolidation granted where debtors had single operating account, consolidated financial statements, had combined receivables, disbursements or income, and had filed bankruptcy schedules on consolidated basis), Baker & Getty, 78 B.R. at 142 (substantive consolidation ordered when corporate funds were commingled and used for principal's personal purposes, inadequate records of transfers were made, and corporate entities were alter ego of principal who admitted having engaged in Ponzi scheme to defraud investors) and Murray, 119 B.R. at 820 (court emphasized difficulty of allocating assets among the subsidiaries where there were numerous intercompany exchanges that were never reconciled, and noted that the only parties subject to harm from consolidation were a shareholder of parent and a creditor who was an "insider" as a result of its ownership interest in parent); with In re Ford, 54 B.R. 145, 147-148 n.6 (Bankr. W.D. Md. 1984) (evidence of commingled corporate and personal funds in corporate bank account, common use of funds, and common responsibility for loans insufficient to warrant substantive consolidation; appropriate remedies for diversion of debtors' funds for nondebtor uses are adversary actions to avoid transfers, and not substantive consolidation). - ----------------------- 6. (...continued) two parts -- movant must demonstrate the necessity for consolidation and that the benefits of substantive consolidation outweigh the harm to be caused to objecting creditors. 129 B.R. at 414 (citing Potts, 23 B.R. at 569). The Orfa court viewed this test as less restrictive than the Augie/Restivo test. Id. PEPPER, HAMILTON & SCHEETZ Transamerica Life Insurance and Annuity Company Banc One Capital Corp. Fidelity Bank, National Association Duff & Phelps Credit Rating Co. May 14, 1993 Page 16 As noted above in footnote 5, there are two additional elements not addressed by the Augie/Restivo court which may support a finding of substantive consolidation. One element involves whether the affiliate was formed with the intent to hinder, delay or defraud creditors, in which case the court may order substantive consolidation. See, e.g., Fish v. East, 114 F.2d at 182-183; Gulfco, 593 F.2d at 928 (substantive consolidation denied in the absence of a purpose to organize corporate subsidiaries to hinder and delay creditors). Courts have ordered substantive consolidation under such circumstances where the entities had displayed "an almost total disregard of the corporate fiction; the corporations are a sham -- functionally indistinguishable from each other with commingling of assets and business functions." Tureaud, 45 B.R. at 661. More significant evidence in that case included the debtors' principal's fraudulent purposes for incorporation ("front to raise money for [principal's personal] purposes, and to delay and hinder judgment creditors," Id. at 660), and "hopeless commingling" of assets and liabilities. Id.7 The final element considered by courts is whether substantive consolidation will facilitate or expedite the reorganization of related debtors, especially where separate plans of reorganization otherwise would not be feasible. See In re Continental Vending Mach. Corp., 517 F.2d 997, 999 (2d Cir. 1975), cert. denied, 424 U.S. 913 (1976) (court approved plan of reorganization that called for substantive consolidation of - ----------------------- 7. See also In re Stop & Go of America. Inc., 49 B.R. 743 (Bankr. D. Mass. 1985). In Stop & Go, the court held that a shell corporation formed to hold title to a franchise was a deliberate scheme to protect a franchise seller's purchase money security interest in a franchise agreement held by the shell corporation to the detriment of creditors of the debtor, an affiliated operating company that sublicensed the franchise from the shell corporation. The shell corporation had no telephone, office, bank account, employees, expenses or income. The court ordered substantive consolidation because without such relief, debtor's creditors would have been deprived of the most significant asset, the franchise agreement, which they had been advised was owned by the debtor. PEPPER, HAMILTON & SCHEETZ Transamerica Life Insurance and Annuity Company Banc One Capital Corp. Fidelity Bank, National Association Duff & Phelps Credit Rating Co. May 14, 1993 Page 17 parent and subsidiary, without requiring proponents to file a separate motion); Orfa, supra, 129 B.R. at 412-416; Potts, 23 B.R. at 569. But see In re Silver Falls Petroleum Corp., 55 B.R. 495, 497 (Bankr. S.D. Ohio 1985) (court denied confirmation of plan proposing substantive consolidation because proponents failed to carry burden of proving need for substantive consolidation, and, without ruling, stated that the issue of whether a plan proponent could achieve consolidation under a plan of reorganization was novel). In Potts, 23 B.R. at 569, the bankruptcy court held that consolidation would "increase the opportunity of the consolidated debtors to obtain long-term financing", a fact which was viewed as a crucial step in the debtors' filing of a feasible plan of reorganization. Id. at 573. In Drexel Burnham, 138 B.R. at 766-767, consolidation would avoid years of intercorporate litigation, would provide for a greater recovery than creditors would otherwise receive, and would enable a reorganized entity to emerge from bankruptcy. A court will not impose substantive consolidation, however, solely upon a showing that it would expedite consummation of a plan of reorganization. Flora Mir, 432 F.2d at 1063. In summary, bankruptcy courts will apply a number of rigorous tests before determining that the extraordinary remedy of substantive consolidation is appropriate. Such tests generally require that the proponent establish (a) the presence of a combination of Consolidation Factors, (b) the presence of one or more of the additional elements addressed above, (c) that substantive consolidation is appropriate to rectify a harm and (d) that the benefits of substantive consolidation outweigh any prejudice to creditors.8 - ----------------------- 8. While there is limited case law expressing divergent views, at least one commentator has suggested that "absent compelling circumstances such as fraud, consolidation of a solvent finance subsidiary to benefit creditors of a debtor parent or other affiliate is not only unauthorized under the Bankruptcy Code but is also against public policy." Sargent, Bankruptcy Remote Finance Subsidiaries: The Substantive Consolidation Issue, 44 Business Lawyer 1223, 1234 (1989). PEPPER, HAMILTON & SCHEETZ Transamerica Life Insurance and Annuity Company Banc One Capital Corp. Fidelity Bank, National Association Duff & Phelps Credit Rating Co. May 14, 1993 Page 18 Our opinion is based on a variety of factors, including the following: (i) the corporate formalities for maintaining Pickering Way as a separate corporate entity will be observed, including maintaining books and records separate from those of the Originators and the Servicer and holding board meetings separate from those of the originators and the Servicer; (ii) the Certificate of Incorporation of Pickering Way provides that at least one of the three (3) directors of Pickering Way not be an officer, director or employee of the Originators or the Servicer; (iii) Pickering Way will have its own assets that are distinct from those of the Originators and the Servicer, and Pickering Way will not commingle assets with the Originators or the Services; (iv) Pickering Way's business activities will involve dealings with third-party Obligors and will not be confined to business dealings with the Originators or the Servicer; (v) the Originators and the Servicer will not refer to Pickering Way as a department or division of the Originators or the Servicer; (vi) Pickering Way will hold itself out to the public and to its creditors as a corporate entity separate from the Originators and the Servicer; (vii) Pickering Way has received capital in more than a nominal amount; and (viii) the Originators and the Servicer are not parties to any contract with Pickering Way and have not guaranteed any obligations of Pickering Way. B. Property of the Bankruptcy Estate of the Originators Based on the analysis contained in Section III-A and B of this opinion concerning sale treatment and substantive consolidation, and assuming that title to the Receivables and the Related Security remains exclusively in the name of the Trust after their sale by Pickering Way, a court of competent jurisdiction would not find that the Receivables and the Related Security constitutes property of the bankruptcy estate of either originator upon the bankruptcy of either Originator. It follows that if a bankruptcy court does not substantively consolidate the assets of Pickering Way with those of the Originators, the assets of Pickering Way would not become part of the bankruptcy estate of either Originator. Correspondingly, it follows that if the Receivables and Related Security are not part of the bankruptcy estate of either Originator, the Receivables and Related Security would not be subject to various provisions of the Bankruptcy Code governing a debtor's management of its estate in bankruptcy upon the bankruptcy of either Originator. PEPPER, HAMILTON & SCHEETZ Transamerica Life Insurance and Annuity Company Banc One Capital Corp. Fidelity Bank, National Association Duff & Phelps Credit Rating Co. Page 19 Section 541 of the Bankruptcy Code provides that property of the estate includes "all legal or equitable interest of the debtor in property as of the commencement of the case." Although there would appear to be no basis other than the substantive consolidation of the assets of Pickering Way with the assets of the bankruptcy estate of either Originator that would justify such an argument, it is possible that a bankruptcy trustee of either Originator might assert that an Originator had an interest in the Receivables and the Related Security. Under this theory, the bankruptcy trustee of either Originator might seek a court order requiring a turnover of some portion of the Receivables and the Related Security to such a trustee pursuant to Section 542 of the Bankruptcy Code, an order enforcing the automatic stay pursuant to Section 362(a) of the Bankruptcy Code or an order prohibiting distributions with respect to the Receivables and the Related Security pursuant to Section 363 of the Bankruptcy Code. However, Sections 362(a), 363 and 542 do not apply to property which is not property of the debtor's estate. Thus, if the Receivables and the Related Security are not property of the estate of either Originator in bankruptcy, then collections with respect to the Receivables and the Related Security are not prohibited by the automatic stay. *** In expressing the opinions set forth herein, it should be noted that while we believe our opinions are supported by a sound analysis of the transaction, there are no reported controlling judicial precedent directly on point. In addition, judicial analysis of the matters which are the subject of our opinion typically proceeds on a case-by-case basis. The determination is usually made on the basis of an analysis of the facts and circumstances of the particular case, rather than as a result of the application of consistently applied legal doctrines. We have investigated such questions of law for the purpose of rendering this opinion as we have deemed necessary. We are not experts in financial matters and have not made any independent verification of the facts or determinations set forth in any board of directors' resolutions. We have not made an independent investigation of any board of directors' resolutions and in rendering this opinion, are not rendering any opinions PEPPER, HAMILTON & SCHEETZ Transamerica Life Insurance and Annuity Company Banc One Capital Corp. Fidelity Bank, National Association Duff & Phelps Credit Rating Co. May 14, 1993 Page 20 whether we believe the resolutions are correct in their conclusions regarding the intent of the parties, the consideration paid, and the financial state of the parties after the consummation of the transactions. This opinion is given as of the date hereof and is based upon present laws and court decisions as they exist and are construed as of this date. Our opinion is based upon the assumptions described herein being correct at all relevant times, and with the caveat that in any future bankruptcy of Pickering Way or either Originator, consolidation issues and property of the estate issues must necessarily relate to the state of the businesses of the Originators, the Servicer and Pickering Way, the status of their relationships with their creditors and each other, and other factors existing at the time of the bankruptcy. We are qualified to practice law in the Commonwealth of Pennsylvania. We do not purport to express an opinion on any laws other than the law of the Commonwealth of Pennsylvania, the General Corporation Law of the State of Delaware and the Federal law of the United States. The opinions rendered herein may be relied on by any assignee or purchaser of the Investor Interest or interests therein and your counsel and counsel for such assignees or purchasers. This opinion may not be relied upon by such persons for any other purpose or by any other party for any purpose without our prior written consent. Our rendering of this opinion to you does not obligate us to render any further opinion to you or to update this opinion at any time in the future. Very truly yours /s/ Pepper, Hamilton & Scheetz ----------------------------------------- PEPPER, HAMILTON & SCHEETZ ATTORNEYS AT LAW WASHINGTON, D.C. 3000 TWO LOGAN SQUARE WILMINGTON, DELAWARE NEW YORK, NEW YORK EIGHTEENTH & ARCH STREETS WESTMONT, NEW JERSEY DETROIT, MICHIGAN PHILADELPHIA PENNSYLVANIA 19103-2799 LONDON. ENGLAND HARRISBURG, PENNSYLVANIA 215-981-4000 MOSCOW. RUSSIA BERWYN, PENNSYLVANIA FAX: 215-981-4750 o TWX: 710-670-0777
WRITER'S DIRECT NUMBER (215) 981-4000 May 14, 1993 Transamerica Life Insurance and Annuity Company 1150 S. Olive Street Los Angeles, CA 90015 Banc one Capital Corp. 90 N. High Street Columbus, OH 43218 Fidelity Bank, National Association 123 South Broad Street M.B.O., 18th Floor Philadelphia, PA 19109 Duff & Phelps Credit Rating Co. 55 East Monroe Street Chicago, IL 60603 Re: PICKERING WAY FUNDING TRUST Ladies and Gentlemen: We have acted as special counsel to Pickering Way Funding Corp., a Delaware corporation (the "Seller"), Chemical Leaman Corporation, a Pennsylvania corporation (the "Servicer"), and Chemical Leaman Tank Lines, Inc., a Delaware corporation and Quala Systems, Inc., a Delaware corporation (jointly, the "Originators"), in connection with (i) the sale and the PEPPER, HAMILTON & SCHEETZ Page 2 May 14, 1993 contribution of the Receivables by the Originators to the Seller pursuant to the provisions of the Receivables Contribution and Purchase Agreement dated of even date herewith between and among the Seller, the Servicer and the Originators (the "RPA"), (ii) the subsequent transfer of the Receivables to the Pickering Way Funding Trust (the "Trust") pursuant to the provisions of the Pooling and Servicing Agreement dated of even date herewith between and among the Seller, the Servicer and the Trustee (the "Agreement"), and (iii) the issuance of the Investor Certificate and the Seller Certificate to, respectively, the Investor Certificateholder and the Seller pursuant to the provisions of the Agreement. Unless otherwise defined herein, capitalized terms used herein shall have the meanings ascribed to them in the Agreement. We have examined copies of the executed Agreement, the RPA and acknowledgement or other copies of Uniform Commercial Code financing statements filed on behalf of the Seller and the Trustee in the office of the Secretary of State of the Commonwealth of Pennsylvania and of the office of the Chester County Prothonotary and stamped by the appropriate filing officers (collectively, the "Financing Statements"). We have also examined such other documents, agreements, instruments and certificates and made such investigations of law and fact as we have deemed necessary for the purposes of this opinion letter. We have assumed the genuineness of all signatures other than the signatures of the Seller, the Servicer and the Originators, the authenticity of all documents submitted to us as originals and the conformity to the originals of all documents submitted to us as copies of originals. We have also assumed that each party to the Agreement, the RPA and the other documents reviewed by us other than the Seller, the Servicer and the Originators has the power to enter into and perform all of its obligations under the Agreement, the RPA and the documents and that the Trustee, the Originators, the Seller and the Servicer will perform such obligations; that each of the Agreement, the RPA and the documents has been duly executed and delivered by each party thereto other than the Seller, the Servicer and the Originator; that each of the Agreement, the RPA and the documents is valid and binding on each party thereto other than the Seller, the Servicer and the Originators; that the Investor Certificate has been duly issued to the Seller and sold by the Seller to the Investor Certificateholder upon the payment of the appropriate consideration; and that the transfer of the Investor Certificate from the Seller to the Investor Certificateholder vested full title and ownership of that certificate in the Investor PEPPER, HAMILTON & SCHEETZ Page 3 May 14, 1993 Certificateholder free and clear of any lien or other encumbrance created prior to the transfer thereof. We have relied on the accuracy of the representations and warranties of the Seller set forth in the Agreement, and the Originators in the RPA, excluding those set forth in Section 4.1(h) of the RPA and Section 2.4(a)(i) of the Agreement. As to matters of fact relevant to the opinions herein expressed, we have relied upon the representations and warranties contained in the documents we have reviewed in connection herewith (except as excluded in the previous paragraph) and upon certificates of officers of the Seller, the Servicer, and the Originators. To the extent that our opinion is based on matters known to us or of which we have knowledge, except as otherwise expressly set forth herein, we have relied solely on a review of such representations, warranties and certificates and we have not undertaken any independent investigation to verify any such matters, and our opinion is, therefore, as to such factual matters, based solely thereon. However, as a result of our representation of the Seller, the Servicer and the Originators, we have no actual knowledge of the inaccuracy of such representations which would relate to the knowledge qualifications in the opinions set forth below. For the purpose of determining whether the Receivables are subject to any security interests, liens or encumbrances filed prior to the date or dates shown in the attached Exhibit A ("Search Schedule"), we have also relied on and assume the accuracy and completeness of the certificates of the appropriate public officers or private search services reflecting searches of public records in the offices and against the entities listed in the Search Schedule. We have assumed with your permission that, except for the filings made pursuant to the Agreement in favor of the Trust and the filings made pursuant to the RPA in favor of the Seller, no filings were made with respect to the Receivables in a particular filing office between the effective date of the search certificate applicable to that office and the date of this opinion letter. In addition, we have relied, without investigation, on certificates of the Originators, the Seller and the Trustee to the effect that, as of the date hereof, the Originators, the Seller and the Trustee had no knowledge or notice of any actual or claimed rights, liens or interests in or affecting the Receivables or the proceeds thereof other than (a) liens for municipal or other local taxes not then due and (b) the PEPPER, HAMILTON & SCHEETZ Page 4 May 14, 1993 rights, liens and interests of the Seller pursuant to the RPA and the Trust pursuant to the Agreement. Furthermore, nothing herein constitutes an opinion that, and we expressly assume that, as represented and warranted by Seller in Section 4.1(h) of the RPA, immediately prior to the conveyance of the Receivables to the Seller pursuant to the RPA, the Originators had good and marketable title to the Receivables, free and clear of the ownership claims of others and of third parties claiming by, through or under any prior owner or any person or entity asserting an ownership claim. This opinion is limited exclusively to the laws of the Commonwealth of Pennsylvania, the federal laws of the United States of America in effect in the Commonwealth of Pennsylvania and the statutory provisions of the General Corporation Law of the State of Delaware. Based upon and subject to the qualifications, assumptions and matters of reliance set forth herein, we are of the following opinions: 1. The transaction described in the RPA constitutes a sale, transfer and assignment of the Receivables, a grant of a security interest in the Receivables, or a combination thereof. The RPA grants to the Seller a "security interest." (as defined in Section 1201 of the UCC) in the Receivables and the proceeds thereof. Such security interest constitutes a perfected, first priority security interest in (a) those Receivables in existence on the date of the execution and delivery of the RPA and (b) those Receivables coming into existence after the date of the execution and delivery of the RPA at and after the time those Receivables come into existence. That interest in the Receivables will not be impaired by either (a) liens or claims against either Originator arising before or after the date of the execution and delivery of the RPA or (b) the subsequent bankruptcy or insolvency of either Originator. 2. The transaction described in the Agreement constitutes a sale, transfer and assignment of the Receivables a grant of a security interest in the Receivables, or a combination thereof. The Agreement grants to the Trust a "security interest" (as defined in Section 1201 of the UCC) in the Receivables and the proceeds thereof. Such security interest constitutes a perfected, first priority security interest in (a) those Receivables in existence on the date of the execution and delivery of the Agreement and (b) those Receivables coming into existence after the date of the execution and delivery of the PEPPER, HAMILTON & SCHEETZ Page 5 May 14, 1993 Agreement at and after the time those Receivables come into existence. That interest in the Receivables will not be impaired by either (a) liens or claims against the Seller arising before or after the date of the execution and delivery of the Agreement or (b) the subsequent bankruptcy or insolvency of the Seller. 3. With respect to the "proceeds" (as defined in Section 9306(a) of the UCC) of the Receivables (which proceeds include payments received from Obligors), the Trust will cease to have a continuing perfected first priority security interest in such proceeds after 10 days from their receipt by the Seller, unless such proceeds constitute identifiable cash proceeds under Section 9306 of the UCC or the Trust otherwise perfects a security interest in the proceeds prior to the end of such period. 4. Except to the extent that the continuation of the perfection of security interests in proceeds after 10 days from their receipt by the Seller may require some additional action as described in Paragraph 2 above, no actions other than the filing of the Financing Statements are necessary to perfect and (subject to the remainder of this paragraph) maintain the perfection of the Trust's security interests, in the Receivables and the proceeds thereof or the Trust's interests in the Collection Account. We note that if a change in the Seller's or an Originator's name, identity or corporate structure makes a Financing Statement naming the Seller or either Originator as debtor seriously misleading within the meaning of Section 9402(g) of the UCC or if the Seller or either Originator moves any office at which records concerning the Receivables are maintained to any location within Vermont or the U.S. Virgin Islands ("Locations") or moves offices to any location in Pennsylvania other than in Chester County or changes the location of their respective chief executive offices, the timely filing of appropriate new financing statements may be necessary to continue the perfection of the Trust's interests in the Receivables and the proceeds thereof. We have been advised that records concerning the Receivables are not currently maintained at any of the Locations. We note also that the timely filing of continuation statements will be required to continue the perfection of the interests of the Trust in the Receivables and the proceeds thereof. We also note that, in Section 13.2 of the Agreement, the Servicer has agreed to take the actions referred to in this paragraph. 5. The funds in the Collection Account allocable and owing to the Investor Certificateholder constitutes the property of the Trust or consist of proceeds in which the Trust has a PEPPER, HAMILTON & SCHEETZ Page 6 May 14, 1993 perfected first priority security interest not subject to any liens, encumbrances or claims arising through or under the Seller, so long as Collections are deposited by the Servicer into the Collection Account within 10 days after their receipt by the Servicer as required by the Agreement. 6. The bankruptcy, insolvency or appointment of a receiver for the Seller will not (a) affect the perfection or priority or the enforceability of the interests of the Trust in the Receivables and the proceeds thereof or in funds deposited in the Collection Account (including funds invested by the Trustee in Permitted Investments) or (b) impair the rights of the Investor Certificateholder to receive payments from the Collection Account of monies owing to them pursuant to the Agreement. We express no opinion with respect to the following: (a) The priority of any of the Trust's interests in the Receivables and the proceeds thereof against, or the impairment of such interest by, (i) interests that arise by operation of law and that do not require any filing, recording or similar action to take priority over perfected security interests and (ii) any governmental statutory liens, including, without limitation, federal, state or local tax liens or liens arising under the Employee Retirement Income Security Act of 1974, as amended and implemented; (b) Receivables arising after the bankruptcy or the insolvency of the Seller or either Originator or the appointment of a receiver for the Seller or either Originator; (c) Payments from the Collection Account consisting of monies, other than the proceeds of Receivables; (d) The effect of non-compliance with the federal Assignment of Claims Act; (e) The effect of Section 9306(c) of the Uniform Commercial Code in effect in the Commonwealth of Pennsylvania (the "UCC") on the rights of PEPPER, HAMILTON & SCHEETZ Page 7 May 14, 1993 the Trust in the proceeds of Receivables held by the Seller or Servicer at the time bankruptcy or insolvency proceedings are instituted by or against the Seller; (f) Whether a court in an equitable proceeding might issue a temporary restraining order or preliminary injunction pending resolution of the Investor Certificateholder's rights in the Receivables, the proceeds thereof or rights to payment generally; (g) The relationship between the Trustee and the depository of the Collection Account or the effect of the insolvency of such depository or the issuer of any investments contained in the Collection Account. This opinion is given as of the date hereof and is based upon present laws and court decisions as they exist and are construed as of this date. We assume no obligation to update or supplement this opinion to reflect any facts or circumstances which may hereafter come to our attention, or any changes in laws which may hereafter occur. The opinions set forth herein are intended only for the benefit of the parties to which it is addressed, and it is our understanding and intention that without our written permission this letter will not be delivered to or relied upon by any other person or entity without our prior written consent. Very truly yours, /s/ Pepper, Hamilton & Scheetz ----------------------------------------- EXHIBIT A Search Schedule All searches performed by Nationwide Information Services, Inc. Debtor Location of Search Date of Search ------ ------------------ -------------- 1. Quala Systems, Inc. PA Secretary of State April 23, 1993 2. Quala Systems, Inc. Chester County Prothonotary March 31, 1993 3. Quala Systems, Inc. Chester County Recorder March 31, 1993 of Deeds 4. NUBULK Services, Inc. PA Secretary of State April 23, 1993 5. NUBULK Services, Inc. Chester County Prothonotary March 30, 1993 and March 31, 1993 6. NUBULK Services, Inc. Chester County Recorder March 31, 1993 of Deeds 7. Chemical Leaman Tank PA Secretary of State April 23, 1993 Lines, Inc. 8. Chemical Leaman Tank Chester County Prothonotary March 31, 1993 Lines, Inc. 9. Chemical Leaman Tank Chester County Recorder March 31, 1993 Lines, Inc. of Deeds PEPPER, HAMILTON & SCHEETZ ATTORNEYS AT LAW WASHINGTON, D.C. 3000 TWO LOGAN SQUARE WILMINGTON, DELAWARE NEW YORK, NEW YORK EIGHTEENTH & ARCH STREETS WESTMONT, NEW JERSEY DETROIT, MICHIGAN PHILADELPHIA PENNSYLVANIA 19103-2799 LONDON. ENGLAND HARRISBURG, PENNSYLVANIA 215-981-4000 MOSCOW. RUSSIA BERWYN, PENNSYLVANIA FAX: 215-981-4750 o TWX: 710-670-0777
WRITER'S DIRECT NUMBER (215) 981-4385 May 13, 1993 Transamerica Life Insurance and Annuity Company 1150 S. Olive Street Los Angeles, CA 90015 Banc One Capital Corp. 90 N. High Street Columbus, OH 43218 Fidelity Bank, National Association 123 South Broad Street M.B.O., 18th Floor Philadelphia, PA 19109 Duff & Phelps Credit Rating Co. 55 East Monroe Street Chicago, IL 60603 Re: Pickering Way Funding Trust --------------------------- Ladies and Gentlemen: We have acted as special counsel to Pickering Way Funding Corp., a Delaware corporation (the "Seller"), Chemical Leaman Corporation, a Pennsylvania corporation ("Servicer") and Chemical Leaman Tank Lines, Inc., a Delaware corporation and Quala Systems, Inc., a Delaware corporation (collectively, the "Originators") in connection with (i) the sale and the contribution of the Receivables by the Originators to the Seller pursuant to the provisions of the Receivables Contribution and Purchase Agreement dated of even date herewith between and among the Seller, the Servicer and the Originators (the "RPA"), (ii) the subsequent transfer of the Receivables to the Pickering Way PEPPER, HAMILTON & SCHEETZ Transamerica Life Insurance and Annuity Company Banc One Capital Corp. Fidelity Bank, National Association Duff & Phelps Credit Rating Co. May 13, 1993 Page 2 Funding Trust (the "Trust") pursuant to the provisions of the Pooling and Servicing Agreement dated of even date herewith between and among the Seller, the Servicer and the Trustee (the "Agreement") and (iii) the issuance of the Investor Certificate and the Seller Certificate to, respectively, the Investor Certificateholder and the Seller pursuant to the provisions of the Agreement. In connection with the foregoing, you have asked us whether the Investor Certificate will be characterized as indebtedness of the Seller for federal income tax purposes. You have also asked about certain Pennsylvania state tax consequences which are discussed separately below. Unless otherwise defined here, capitalized terms used herein shall have the meanings ascribed to them in the Agreement. Our opinion is based on an examination of the Agreement, the Certificates and such other documents, instruments and information as we considered necessary. As to any facts material to the opinions expressed herein which were not independently established or verified, we have relied upon statements and representations of officers and other representatives of the Seller, the Servicer, the Originators, the Trustee and others. Our opinion regarding federal income taxation is also based upon the Internal Revenue Code of 1986, as amended (the "Code"), administrative rulings, judicial decisions, Treasury regulations and other applicable authorities thereunder, and the opinions regarding Pennsylvania taxation are based on the relevant Pennsylvania taxing statutes and the authorities thereunder. The statutory provisions, regulations, and interpretations on which our opinions are based are subject to change, and such changes could apply retroactively. In addition, there can be no assurance that positions contrary to those stated in our opinion may not be taken by the Internal Revenue Service or by the Department of Revenue of the Commonwealth of Pennsylvania. In our opinion, the Investor Certificate will constitute indebtedness for federal income tax purposes. PEPPER, HAMILTON & SCHEETZ Transamerica Life Insurance and Annuity Company Banc One Capital Corp. Fidelity Bank, National Association Duff & Phelps Credit Rating Co. May 13, 1993 Page 3 I. Federal Income Tax Characterization of the Investor Certificate as Debt. In general, the substance of a transaction in determinative of its characterization for federal income tax purposes, and the substance of the transaction in which the Investor Certificate will be issued is consistent with treatment of the Investor Certificate as debt. Although there are certain judicial precedents holding that under appropriate circumstances a taxpayer should be required to treat a transaction in accordance with the form chosen by the taxpayer, regardless of the transaction's substance, the application of these authorities would not alter the treatment of the Investor Certificate as debt because the form, as well as the substance, of the transaction is consistent with such treatment. Even if it should be determined that certain aspects of the transaction are indicative of a sale, the transaction's form as a whole would at worst be viewed as ambiguous rather than clearly as a sale of the Receivables. Since the form of the transaction is consistent with treating the Investor Certificate as debt, the aforementioned authorities requiring tax treatment consistent with a transaction's form would not be applied to require sale characterization. Therefore, the characterization of the issuance of the Investor Certificate would be governed by the substance of the transaction, which is the issuance of debt. A. Economic Substance of the Transaction. If the economic substance of a transaction differs from the form in which it is cast, except in certain limited circumstances (see discussion below), the substance, rather than the form, governs the federal income tax consequences of the transaction. Gregory v. Helverins, 293 U.S. 465 (1935). Whether the Investor Certificate is in substance debt or an ownership interest in the Receivables is based on a determination of which party to the transaction holds the "substantial incidents of ownership" of the Receivables. The courts have identified a variety of factors that must be considered in making that determination. See Town & Country Food Co., v. Commissioner, 51 T.C. 1049 (1969) acq., 1969-2 C.B. xxv; United Surgical Steel Co. v. Commissioner, 54 T.C. 1215 (1970), acg., 1971-2 C.B. 3; G.C.M. 39584 (December 3, 1986). In the context of this transaction, the most important considerations PEPPER, HAMILTON & SCHEETZ Transamerica Life Insurance and Annuity Company Banc One Capital Corp. Fidelity Bank, National Association Duff & Phelps Credit Rating Co. May 13, 1993 Page 4 are: (i) whether the Seller bears the burdens of ownership (i.e., the risk of loss from the Receivables) and (ii) when the Seller retains the benefits of ownership (i.e., the potential for gain from the Receivables). The following discussion considers these as well as other relevant factors and demonstrates that each factor supports characterization of the Investor Certificate as debt. 1. The Burdens of Ownership are Borne by the Seller. The principal burden of ownership with respect to Receivables is risk of loss arising from defaulted payments. The risk of loss arising from defaults, under all reasonable default scenarios, is borne by the Seller. After a default, the proceeds of all collections on Receivables are paid to the Investor Certificateholder before the holder of the Seller Certificate receives interest or principal payments. In addition, funds in the Reserve Sub-Account and in the Principal Sub-Account are used to pay principal and interest to the Investor Certificateholder after a default before any funds are distributed to the holder of the Seller Certificate. 2. The Benefits of Ownership are Retained by the Seller. A change in Obligor payment patterns resulting in fewer defaults than expected based on historical experience will increase the value of the Receivables. Because the Agreement provides that the rate of return to the Investor Certificateholder does not exceed the Certificate Rate and the Seller receives the remaining proceeds from the Receivables (after payment of fixed costs), all of the benefit of any increase in the value of the Receivables will inure to the Seller rather than to the holder of the Investor Certificate. 3. Other Factors. A number of other factors support the conclusion that the Investor Certificates are in substance debt. The terms of the Receivables differ materially from the terms of the Investor Certificates with regard to their respective maturity dates. The Investor Certificates provide for a Revolving Period followed by an Amortization Period. During the former, only interest will be paid to the Investor Certificate holder and during the latter, both principal and interest payments will be made to such holder. In contrast, individual payments due in connection with the Receivables will be made continuously by the Obligors, and the proceeds of these payments will be returned to the Investor Certificateholder PEPPER, HAMILTON & SCHEETZ Transamerica Life Insurance and Annuity Company Banc One Capital Corp. Fidelity Bank, National Association Duff & Phelps Credit Rating Co. May 13, 1993 Page 5 during the Amortization Period as principal payments before the proceeds thereof will be paid to the holder of the Seller Certificate. In addition, the Servicer, an Affiliate of the Seller, will retain control and possession of the Receivables. The Servicer is responsible for servicing, management, collection and administration of the Receivables and will bear all costs and expenses incurred in connection with such activities, although an amount necessary to compensate the Servicer for such collection activity is permitted by the Agreement to be paid periodically to the Servicer from the assets held by the Trust. [The Obligors on the Receivables will not be notified of the transfer of the Receivables to the Trust and will continue to treat the Originators as the owners of such Receivables.] In addition, the Seller will agree to indemnify the Trust for the entire amount of losses, claims, damages or liabilities arising out of the activities of the Servicer. The Trustee, on behalf of the Investor Certificateholder, has the right to inspect the Servicer's documentation of the Receivables, a right which is common in loan transactions. Further, the Servicer collects the Receivables without significant supervision by the Trustee or the Investor Certificateholder. The foregoing additional factors support the conclusion that the transaction described in the Agreement constitutes a loan made by the Investor Certificateholder. B. Form versus Substance. There is a series of cases holding that, in certain circumstances, the taxpayer is bound by the form of the transaction selected notwithstanding that the characterization of the economic substance of the transaction would be different than the form in which the transaction was cast. Commissioner v. Danielson, 378 F.2d 771 (3rd Cir.), cert. den., 389 U.S. 858 (1967). Here, however, the form of the transaction is consistent with the characterization of the Investor Certificate as debt. Accordingly, these authorities are not applicable to the transaction and will not cause the transaction to be treated as a sale of an interest in the Receivables to the holders of an Investor Certificate. An analysis of the following factors demonstrates that the substance of the transaction is consistent with the characterization of the transaction as a financing and not as a sale of the Receivables: PEPPER, HAMILTON & SCHEETZ Transamerica Life Insurance and Annuity Company Banc One Capital Corp. Fidelity Bank, National Association Duff & Phelps Credit Rating Co. May 13, 1993 Page 6 1. The Agreement and the Investor Certificate will state that the Investor Certificateholder and the Seller will treat the transaction as a financing for federal and state tax purposes. 2. The language in the Agreement whereby the Seller agrees to "transfer... all of its right, title and interest in and to" the Receivables to the Trust is consistent with language of transfer in other security arrangements where debtors pledge assets to secure debt. 3. The Investor Certificate states that it represents an "undivided interest" in the Trust. However, the rights of an Investor Certificateholder are only to receive payment of interest at the Certificate Rate on the outstanding amount of the Investor Certificate repayment of the par amount of the Investor Certificate on or prior to the Trust Termination Date. 4. The Investor Certificate will not provide the Investor Certificateholder with any specific rights in any Receivable, but rather will provide only for rights to cash flow from the Receivables pool. 5. Although the Investor Certificate states that it represents an "undivided interest" in the Trust, Collections of Receivables are paid to the holders of the Investor Certificate before they are paid to the holder of the Seller Certificate. 6. The fact that the Seller and the Originators intend to report the transaction as a sale for certain financial accounting purposes does not control the result for tax purposes. Thor Power Tool Co. v. Commissioner, 439 U.S. 522, 538-544 (1979); Frank Lyon Co. v. U.S., 435 U.S. 561, 577 (1978). Nor is such fact necessarily inconsistent with characterizing the form of the transaction as a financing. If certain aspects of the transaction should be determined to be inconsistent with treatment of the Investor Certificate as debt and the form of the transaction is therefore ambiguous, numerous cases hold that the economic substance of the transaction controls the transaction's characterization. Elrod v. Commissioner, 87 T.C. 1046, 1065 (1986); Smith v. PEPPER, HAMILTON & SCHEETZ Transamerica Life Insurance and Annuity Company Banc One Capital Corp. Fidelity Bank, National Association Duff & Phelps Credit Rating Co. May 13, 1993 Page 7 Comissioner, 82 T.C. 705, 713 (1984). In such circumstance, it would be inappropriate to restrict taxpayers to the "four corners" of their document, since the written instrument by its own terms is unclear. "The Danielson rule. . . [is not] applicable to exclude parol evidence offered with respect to an ambiguous document." Elrod, supra. at 1066. Accordingly, if the form of the transaction is deemed to be ambiguous, a court would look to evidence of the transaction's economic substance to determine its character. In our opinion, the substance of the contemplated transaction is consistent with the characterization of the Investor Certificate as debt. The form of the transaction is also consistent with treatment as debt. To the extent that the form of the transaction should be determined to include some features indicative of a sale in addition to the features indicative of a debt financing, the form is at worst ambiguous. Accordingly, based upon the foregoing analysis, the Investor Certificate will be treated as debt for federal income tax purposes. II. Characterization of the Trust. Because, in our opinion, based upon the foregoing, the transaction will be characterized as a pledge, rather than a sale, of the Receivables by the Seller, the Investor Certificateholder will not be considered to own interests in the Receivables. Instead, the Investor Certificateholder will be treated as owning directly the indebtedness of the Seller represented by the Investor Certificate. The Trust is similar to trusts established to hold collateral pledged as security in connection with lending transactions. Such a trust will be disregarded for federal income tax purposes, and will be characterized instead as a mere security arrangement. Treas. Reg. S 1.61-13(b); which provides as follows: "If a corporation, for the sole purpose of securing the payment of its ... indebtedness, places property in trust ... under the control of a trustee who may be authorized to invest and reinvest such sums from time to time, the property or fund thus set aside by the corporation and held by the trustee is an asset of the PEPPER, HAMILTON & SCHEETZ Transamerica Life Insurance and Annuity Company Banc One Capital Corp. Fidelity Bank, National Association Duff & Phelps Credit Rating Co. May 13, 1993 Page 8 corporation, and any gain arising therefrom is income of the corporation and shall be included as such in its gross income." See Also. Rev. Rul. 76-265, 1976-2 C.B. 448; Rev. Rul. 73-100, 1973-1 C.B. 613 Even if the trust were not disregarded for federal income tax purposes, it would be treated as a trust and not as an association taxable as a corporation. A trust may be characterized as an "association" for tax purposes if the trustee has the right to vary the investment of the investors. For example, in Commissioner v. North American Bond Trust, 122 F.2d 545, (2d Cir, 1941), cert. den. 314 US 701 (1941), a limited power of the trustee to change the investments of certificateholders was deemed determinative because he could select the substitute collateral for the certificates. In the instant case, no new investors can be added and the substitution of collateral as receivables mature is not a discretionary act of the trustees. In American Participations Trust, 14 T.C. 1457 (1950), the Tax Court emphasized that when the powers of the trustee or the debtor (or both combined) are limited to those incidental to the preservation of trust property, the collection of income therefrom and its distribution does not cause the trust to be an association. In the instant case the specificity of the property to be substituted as collateral leaves the trustee and/or the Seller without meaningful discretion. "... the trust property was to be held for investment and not to be used as capital in the transaction of business for profit like a corporation organized for such a purpose. This distinction is what makes the difference tax wise." Commissioner v. Chase National Bank of New York, 122 F.2d 540 (2d Cir, 1942). Thus the trustee and the debtor, or both combined, cannot directly or indirectly vary the investment, and the trust does not have the characteristics of an "association". III. Pennsylvania Tax Matters. With respect to Pennsylvania taxation, we are of the opinion that (i) the Trust will not be subject to Pennsylvania taxation, and (ii) the transfer of the Receivables to the Trust will not result in the realization or recognition of income by the Seller for Pennsylvania Corporate Net Income Tax purposes. As concluded above, the Investor Certificate will be PEPPER, HAMILTON & SCHEETZ Transamerica Life Insurance and Annuity Company Banc One Capital Corp. Fidelity Bank, National Association Duff & Phelps Credit Rating Co. May 13, 1993 Page 9 characterized as debt of the Seller for federal income tax purposes. The base for the Pennsylvania Corporate Net Income Tax is "taxable income ... as returned to and ascertained by the federal government ...", as adjusted. 72 P.S. S7401(3). The transfer of the Receivables by the Seller will not constitute a realization or recognition event for federal income tax purposes. Thus, the transfer likewise will not constitute a realization or recognition event for Pennsylvania Corporate Net Income Tax purposes. * * * This opinion is being furnished to you solely for your benefit and is not to be used, circulated, quoted, or otherwise referred to for any purpose without our express written consent. The opinions rendered herein may not be relied upon nor may copies thereof be given to any other parties or person without our prior written consent. Our rendering of this opinion to you does not obligate us to render any further opinion to you or to update this opinion at any time in the future. Very truly Yours. /s/ Lisa B. Petkun, A Partner -------------------------------------- Lisa B. Petkun, A Partner EXHIBIT 3.3 FORM OF LOCKBOX AGREEMENTS LOCKBOX AND AGENCY AGREEMENT This LOCKBOX AND AGENCY AGREEMENT, dated as of May 14, 1993 ("Agreement") between CORESTATES PHILADELPHIA NATIONAL BANK, a national banking association (the "Lockbox Bank"), CHEMICAL LEAMAN TANK LINES, INC., a Delaware corporation ("Chemical Leaman"), PICKERING WAY FUNDING CORP., a Delaware corporation ("Pickering Way") and FIDELITY BANK, N.A., a national banking association (the "Trustee"), shall serve as instructions regarding the operation and procedures for all lockboxes specifically identified herein and any other lockbox now or hereafter maintained at the Lockbox Bank for custody of property of Chemical Leaman or Pickering Way and the bank accounts now or hereinafter maintained at the Lockbox Bank, for the deposit, credit or custody of property of Chemical Leaman or Pickering Way. 1. Effectiveness. This Agreement shall take effect on the date hereof. 2. Lockbox and Account Identification. This Agreement applies to Lockbox No. 8500-5-1445 and any successor Lockbox hereafter created at the Lockbox Bank for Chemical Leaman or Pickering Way (the "Lockbox") and Lockbox Account No. 01743121 or any successor account hereafter created at the Lockbox Bank for Chemical Leaman or Pickering Way (the "Lockbox Account"). 3. Ownership and Security Interest; Agency. Chemical Leaman and Pickering Way hereby grant to the Trustee a continuing ownership right in, lien upon, and security interest in, all funds, items, instruments, investments, securities and other things of value at any time paid, deposited, credited or held (whether for collection, provisionally or otherwise), and all other property of Chemical Leaman and Pickering Way from time to time in the possession or under the control of the Lockbox Bank and all proceeds of all of the foregoing, from time to time paid, deposited, credited or held in the Lockbox or the Lockbox Account. The Trustee hereby appoints the Lockbox Bank as the Trustee's agent for the Lockbox and the Lockbox Account, and all of such funds, items, instruments, investments, securities, and other things of value and other such property, and proceeds thereof, deposited or credited therein, and the Lockbox Bank by its execution and delivery of this Agreement hereby accepts such appointment and agree to be bound by the terms of this Agreement. Chemical Leaman and Pickering Way hereby agree to such appointment of the Lockbox Bank and further agrees that the Lockbox Bank, on behalf of the Trustee, shall be entitled to exercise, upon the instructions of the Trustee, any and all rights which the Trustee may have under the Pooling and Servicing Agreement dated May 14, 1993 between Pickering Way, the Trustee and Chemical Leaman Corporation ("Pooling and Servicing Agreement"), or under applicable law with respect to the Lockbox and the Lockbox Account. The Lockbox Bank agrees to take such action as shall from time to time be specified in writing from the Trustee to enable the Trustee to exercise its rights and remedies with respect to the lien and security interest described in this Section 3. 4. Control of Lockbox and Lockbox Account. The Lockbox (and any related post office box) and the Lockbox Account shall be under the sole dominion and control of the Trustee and shall be maintained by the Lockbox Bank in the name of "Fidelity Bank, National Association, Lockbox Account." Neither Chemical Leaman or Pickering Way nor any other person or entity claiming by, through or under Chemical Leaman or Pickering Way shall have any control over the use of, or any right to withdraw any amount from, the Lockbox or the Lockbox Account. 5. Lockbox Procedures. The Lockbox Bank shall have exclusive and unrestricted access to, and shall collect the mail addressed or delivered to, the Lockbox (even though addressed to Chemical Leaman or Pickering Way) on each Business Day in accordance with the Lockbox Bank's regular collection schedule. The Lockbox Bank shall follow the following procedures with respect to items so collected from the Lockbox and other deposited items: (a) Open mail addressed or delivered to the Lockbox (even though addressed to Chemical Leaman or Pickering Way) and endorse all items and remittances contained therein for automatic daily for deposit in the Lockbox Account. (b) In performing its obligations with respect to the Lockbox, the Lockbox Bank may discover from time to time remittances bearing restrictive legends. Any such items discovered by the Lockbox Bank shall be returned to Chemical Leaman Corporation or any successor servicer under the Pooling and Servicing Agreement ("Servicer") unprocessed for further instructions (or, following the Lockbox Bank's receipt of any notice from the Trustee of the occurrence of any Termination Event under the Pooling and Servicing Agreement, to the Trustee), provided, however, that the Lockbox Bank shall have no responsibility for its failure to discover any items bearing a restrictive legend, nor for the Lockbox Bank's failure to determine in any manner the correctness of any remittance. In addition, the Lockbox Bank reserves the right, should there be a question as to any particular item sent to the Lockbox, to forward such item to Servicer for inspection and instructions -2- before processing for deposit (except that after the Lockbox Bank receives any notice from the Trustee of any Termination Event under the Pooling and Servicing Agreement, it shall forward such items to the Trustee). (c) The Lockbox Bank shall mail, via overnight mail or courier, to Servicer all documents (invoices, etc.) received with the remittances. Following the Lockbox Bank's receipt of any notice from the Trustee of the occurrence of any Termination Event under the Pooling and Servicing Agreement, such documents shall be mailed to the Trustee. (d) The Lockbox Bank shall promptly after receipt mail to Servicer any mail that does not appear to represent a remittance. (e) The Lockbox Bank will adhere to the following procedures concerning irregular items: (x) The Lockbox Bank will process those checks that lack a signature. (y) The Lockbox Bank will return to Servicer any checks postdated over three days, except that after the Lockbox Bank receives any notice from the Trustee of any Termination Event, the Trustee may require the Lockbox Bank to return such item to it. If a check carries and has violated the phrase "void after x--number of days", or is dated over one year past, the check will be returned to Chemical Leaman. (z) If the numeric and written amounts of the check should disagree and the amount cannot be verified from a supporting document, the check shall be returned to the Servicer. (f) At the close of each banking day, the Lockbox Bank shall deposit and transfer to General Account No. or any successor account: hereafter created at the Lockbox Bank for the Trustee under the Pooling and Servicing Agreement ("Collection Account") all collected remittances and collections received in the Lockbox Account without further act or instruction. The Lockbox Bank shall further use its best efforts to notify both the Trustee and Servicer, not later than 9:00 a.m. of each banking day of all collections and remittances in the -3- Lockbox Account which were transferred to the Collection Account on the preceding banking day. (g) Chemical Leaman agrees to indemnify, pay, save harmless and defend the Lockbox Bank, and any and all of its officers, directors, agents, servants, and employees, from any and all lawsuits, whether in law or in equity, administrative procedures or demand, claims, liabilities, damages, costs, judgments, verdicts, orders, decrees, costs and expenses, including reasonable attorneys' fees, which the Lockbox Bank, its officers, directors, agents, servants, and employees or any of them may suffer, incur or pay arising out of, or in connection with, any lawsuit, administrative procedure or hearing, claim, demand, liability, loss, damage, judgment, verdict, order or decree brought by any person, firm, corporation, partnership, association or any other legal entity arising out of, or connected with (i) the Lockbox Bank's supply of Chemical Leaman's endorsement of items and remittances addressed or delivered to each of the Lockbox, (ii) the Lockbox Bank's transfer of such items or remittances for collection, and (iii) the honor and payment of the items and remittances to Chemical Leaman. 6. Lockbox Account Procedures. The Lockbox Bank shall adhere to the following procedures with respect to items forwarded to it for deposit in or credit to the Lockbox Account: (a) Apply and credit to the Lockbox Account all wire transfers directly to the Lockbox Account and apply and credit for deposit to the Lockbox Account all checks and other items from time to time tendered for deposit therein. (b) It is understood and agreed that all such items and remittances credited to the Lockbox Account shall be subject to the usual terms and conditions of the Lockbox Bank in regard to deposits. (c) For items which were accepted for credit to the Lockbox Account and are later returned unpaid, the Lockbox Bank shall debit the Lockbox Account and redeposit them through a clearing channel selected by the Lockbox Bank. If returned unpaid a second time, the Lockbox Account shall be debited and the items returned to the Servicer. (d) The Lockbox Bank shall follow the instructions from the Trustee as to the holding and transfer of all collected amounts from time to time on deposit in the Lockbox Account. -4- 7. Statements; Information. The Lockbox Bank shall prepare monthly statements of credits and debits to the Lockbox Account in its standard forms and according to its current practices and mail copies of such statements to such persons or departments of Servicer as Servicer may designate from time to time and mail one copy of any such statements prepared to the Trustee. In addition, the Lockbox Bank shall provide the Trustee with such information with respect to the Lockbox and the Lockbox Account, respectively, as the Trustee may from time to time reasonably request, and Chemical Leaman and Pickering Way hereby consents to such information being provided to the Trustee. 8. Compensation. Chemical Leaman hereby agrees to: (i) pay to the Lockbox Bank the Lockbox Bank's fees and charges with respect to the Lockboxes as set forth in the Schedule of Lockbox fees previously provided to Chemical Leaman and all services performed for Chemical Leaman under this Agreement. It is understood that the Lockbox Bank may change these charges without prior notice. It is understood and agreed that Chemical Leaman may be responsible for payment of these charges and all other expenses related to the provision of services under this Agreement provided, however, the Trustee may pay such fees and charges incurred by the Lockbox Bank directly to the Lockbox Bank and such payments by Trustee on behalf of Chemical Leaman shall be deemed part of the expenses of the Trustee payable under the Pooling and Servicing Agreement. (ii) on and after the date a notice of an Termination Event is given, provide the Trustee with a monthly statement showing the invoices sent with respect to the Lockbox and the Lockbox Account, the amount thereof and whether or not such invoices have been paid as of the date of such statement. 9. Exculpation. The Lockbox Bank undertakes to perform only such duties as are expressly set forth herein. Notwithstanding any other provision of this Agreement, it is agreed by the parties hereto that the Lockbox Bank shall not be liable for any action taken by it or any of its directors, officers, agents or employees in accordance with this Agreement, including, without limitation, any action so taken at the request of the Trustee, except for the Lockbox Bank's or such person's own gross negligence or willful misconduct. In no event shall the Lockbox Bank be liable for losses or delays resulting from computer malfunction, interruption of communication facilities, labor difficulties or other causes beyond the Lockbox Bank's reasonable control or for indirect, special or consequential damages. -5- 10. Irrevocable Agreements. Chemical Leaman acknowledges that the agreements made by it and the authorizations granted by it herein are irrevocable and that the authorizations granted herein are powers coupled with an interest. 11. Setoff. (a) The Lockbox Bank waives, with respect to all of its existing and future claims against Chemical Leaman, Pickering Way, the Trustee or any affiliate thereof, all existing and future rights of setoff and banker's liens against the Lockbox Account and all items (and proceeds thereof) that come into its possession in connection with the Lockbox Account, including, without limitation, any failure or collection of any funds transferred to Chemical Leaman, provided, however, that the Lockbox Bank shall have the rights to charge the Lockbox Account, without duplication, (i) for all items deposited therein which are subsequently returned to the Lockbox Bank unpaid and for any return charges payable by the Lockbox Bank under applicable law, and (ii) for all past due compensation and expenses with respect to the Accounts as provided in Section 8(ii). (b) If any available funds transferred from the Lockbox Account subsequently are not collected by the Lockbox Bank for any reason whatsoever, the Lockbox Bank shall have recourse for reimbursement of such funds to the Lockbox Account. 12. Miscellaneous. The Agreement constitutes the entire agreement with respect to the services provided hereunder and is binding upon the parties hereto and their respective successors and assigns (including any trustee of Chemical Leaman appointed or elected on any action under the Bankruptcy Reform Act of 1978, as amended) and shall inure to their benefit. Neither this Agreement nor any provision hereof may be changed, amended, modified or waived orally, but only by an instrument in writing signed by the parties hereto, provided that such instrument need be signed only by the Lockbox Bank and the Trustee if it does not change any rights or obligations of, or authorization granted by, Chemical Leaman hereunder and notice hereof is provided by the Trustee to Chemical Leaman. Any provision of this Agreement which may prove unenforceable under any law or regulation shall not affect the validity of any other provision hereof. 13. Governing Law. This Agreement shall be governed by, and interpreted in accordance with, the laws of the Commonwealth of Pennsylvania without reference to its principles of conflicts of law. This Agreement may be executed in any -6- number of counterparts which together shall constitute one and the same instrument. 14. Termination. This Agreement may be terminated by the Trustee or the Lockbox Bank upon thirty (30) days' advance written notice to the other parties hereto. All rights of the Lockbox Bank under Section 8 and 9 for the period prior to any such termination shall survive such termination. After this Agreement is terminated, the Lockbox Bank may continue to receive mail through the Lockbox for some time. Chemical Leaman or, if notice of an Termination Event has occurred, the Trustee agrees to pay the Lockbox Bank's usual and customary charges for handling this mail. 15. Notices. All notices, requests or other communications given to Chemical Leaman, Pickering Way, Servicer, the Trustee or the Lockbox Bank shall be given in writing (including telex, facsimile transmission or similar writing) at the address or facsimile number specified below: Trustee: Fidelity Bank, National Association The Fidelity Building 123 South Broad Street Philadelphia, Pennsylvania 19103 Telephone: (215) 985-7202 Facsimile: (215) 985-7290 Lockbox CoreStates Philadelphia National Bank Bank: P.O. Box 7618 Fifth and Market Streets Philadelphia, Pennsylvania 19101-7618 Telephone: (215)____-____ Facsimile: (215)____-____ Chemical Chemical Leaman Tank Lines, Inc. Leaman: 102 Pickering Way Lionville, Pennsylvania 19341 Attention: Charles Fernald Telephone: (215) 363-4215 Facsimile: (215) 363-4233 Pickering Pickering Way Funding Corp. Way: 102 Pickering Way Lionville, Pennsylvania 19341 Attention: Charles Fernald Telephone: (215) 363-4215 Facsimile:(215) 363-4233 -7- Servicer: Chemical Leaman Corporation 102 Pickering Way Lionville, Pennsylvania 19341 Attention: Charles Fernald Telephone: (215) 363-4215 Facsimile: (215) 363-4233 Any party may change its address or facsimile number for notices hereunder by notice to each other party hereunder. Each notice, request or other communication shall be effective (a) if given by facsimile, when such facsimile is transmitted to the facsimile number specified in this Section and confirmation of receipt is received by the appropriate party, (b) if given by mail, five (5) days after such communication is deposited in the mails with registered first class postage prepaid, addressed as aforesaid or (c) if given by any other means, when delivered at the address specified in this section. CORESTATES PHILADELPHIA NATIONAL BANK By: ---------------------------------- (Assistant) Vice President FIDELITY BANK, NATIONAL ASSOCIATION, as Trustee By: ---------------------------------- (Vice) President CHEMICAL LEAMAN TANK LINES, INC. By: ---------------------------------- (Vice) President PICKERING WAY FUNDING CORP. By: ---------------------------------- (Vice) President -8- LOCKBOX AND AGENCY AGREEMENT This LOCKBOX AND AGENCY AGREEMENT, dated as of May 14, 1993 ("Agreement") between CORESTATES PHILADELPHIA NATIONAL BANK, a national banking association (the "Lockbox Bank"), QUALA SYSTEMS, INC., a Delaware corporation ("Quala") PICKERING WAY FUNDING CORP., a Delaware corporation ("Pickering Way") and FIDELITY BANK, N.A., a national banking association (the "Trustee"), shall serve as instructions regarding the operation and procedures for all lockboxes specifically identified herein and any other lockbox now or hereafter maintained at the Lockbox Bank for custody of property of Chemical Leaman or Pickering Way and the bank accounts now or hereinafter maintained at the Lockbox Bank, for the deposit, credit or custody of property of Quala or Pickering Way. 1. Effectiveness. This Agreement shall take effect on the date hereof. 2. Lockbox and Account Identification. This Agreement applies to Lockbox No. 8500-5-5855 and any successor Lockbox hereafter created at the Lockbox Bank for Quala or Pickering Way (the "Lockbox") and Lockbox Account No. 01743113 or any successor account hereafter created at the Lockbox Bank for Quala or Pickering Way (the "Lockbox Account"). 3. Ownership and Security Interest; Agency. Quala and Pickering Way hereby grant to the Trustee a continuing ownership right in, lien upon, and security interest in, all funds, items, instruments, investments, securities and other things of value at any time paid, deposited, credited or held (whether for collection, provisionally or otherwise), and all other property of Quala and Pickering Way from time to time in the possession or under the control of the Lockbox Bank and all proceeds of all of the foregoing, from time to time paid, deposited, credited or held in the Lockbox or the Lockbox Account. The Trustee hereby appoints the Lockbox Bank as the Trustee's agent for the Lockbox and the Lockbox Account, and all of such funds, items, instruments, investments, securities, and other things of value and other such property, and proceeds thereof, deposited or credited therein, and the Lockbox Bank by its execution and delivery of this Agreement hereby accepts such appointment and agree to be bound by the terms of this Agreement. Quala and Pickering Way hereby agree to such appointment of the Lockbox Bank and further agrees that the Lockbox Bank, on behalf of the Trustee, shall be entitled to exercise, upon the instructions of the Trustee, any and all rights which the Trustee may have under the Pooling and Servicing Agreement dated May 14, 1993 between Pickering Way, the Trustee and Chemical Leaman Corporation ("Pooling and Servicing Agreement"), or under applicable law with respect to the Lockbox and the Lockbox Account. The Lockbox Bank agrees to take such action as shall from time to time be specified in writing from the Trustee to enable the Trustee to exercise its rights and remedies with respect to the lien and security interest described in this Section 3. 4. Control of Lockbox and Lockbox Account. The Lockbox (and any related post office box) and the Lockbox Account shall be under the sole dominion and control of the Trustee and shall be maintained by the Lockbox Bank in the name of "Fidelity Bank, National Association, Lockbox Account." Neither Quala or Pickering Way nor any other person or entity claiming by, through or under Quala or Pickering Way shall have any control over the use of, or any right to withdraw any amount from, the Lockbox or the Lockbox Account. 5. Lockbox Procedures. The Lockbox Bank shall have exclusive and unrestricted access to, and shall collect the mail addressed or delivered to, the Lockbox (even though addressed to Quala or Pickering Way) on each Business Day in accordance with the Lockbox Bank's regular collection schedule. The Lockbox Bank shall follow the following procedures with respect to items so collected from the Lockbox and other deposited items: (a) Open mail addressed or delivered to the Lockbox (even though addressed to Quala or Pickering Way) and endorse all items and remittances contained therein for automatic daily deposit in the Lockbox Account. (b) In performing its obligations with respect to the Lockbox, the Lockbox Bank may discover from time to time remittances bearing restrictive legends. Any such items discovered by the Lockbox Bank shall be returned to Chemical Leaman Corporation or any successor servicer under the Pooling and Servicing Agreement ("Servicer") unprocessed for further instructions (or, following the Lockbox Bank's receipt of any notice from the Trustee of the occurrence of any Termination Event under the Pooling and Servicing Agreement, to the Trustee), provided, however, that the Lockbox Bank shall have no responsibility for its failure to discover any items bearing a restrictive legend, nor for the Lockbox Bank's failure to determine in any manner the correctness of any remittance. In addition, the Lockbox Bank reserves the right, should there be a question as to any particular item sent to the Lockbox, to forward such item to Servicer for inspection and instructions before processing for deposit (except that after the Lockbox Bank -2- receives any notice from the Trustee of any Termination Event under the Pooling and Servicing Agreement, it shall forward such items to the Trustee). (c) The Lockbox Bank shall mail, via overnight mail or courier, to Servicer all documents (invoices, etc.) received with the remittances. Following the Lockbox Bank's receipt of any notice from the Trustee of the occurrence of any Termination Event under the Pooling and Servicing Agreement, such documents shall be mailed to the Trustee. (d) The Lockbox Bank shall promptly mail to Servicer any mail that does not appear to represent a remittance. (e) The Lockbox Bank will adhere to the following procedures concerning irregular items: (x) The Lockbox Bank will process those checks that lack a signature. (y) The Lockbox Bank will return to Servicer any checks postdated over three days, except that after the Lockbox Bank receives any notice from the Trustee of any Termination Event, the Trustee may require the Lockbox Bank to return such item to it. If a check carries and has violated the phrase "void after x--number of days", or is dated over one year past, the check will be returned to Quala. (z) If the numeric and written amounts of the check should disagree and the amount cannot be verified from a supporting document, the check shall be returned to the Servicer. (f) At the close of each banking day, the Lockbox Bank shall deposit and transfer to General Account No. __ or any successor account hereafter created at the Lockbox Bank for the Trustee under the Pooling and Servicing Agreement ("Collection Account") all remittances and collections received in the Lockbox Account without further act or instruction. The Lockbox Bank shall further use its best efforts to notify both the Trustee and Servicer, not later than 9:00 a.m. of each banking day of all collections and remittances in the -3- Lockbox Account which were transferred to the Collection Account on the preceding banking day. (g) Quala agrees to indemnify, pay, save harmless and defend the Lockbox Bank, and any and all of its officers, directors, agents, servants, and employees, from any and all lawsuits, whether in law or in equity, administrative procedures or demand, claims, liabilities, damages, costs, judgments, verdicts, orders, decrees, costs and expenses, including reasonable attorneys' fees, which the Lockbox Bank, its officers, directors, agents, servants, and employees or any of them may suffer, incur or pay arising out of, or in connection with, any lawsuit, administrative procedure or bearing, claim, demand, liability, loss, damage, judgment, verdict, order or decree brought by any person, firm, corporation, partnership, association or any other legal entity arising out of, or connected with (i) the Lockbox Bank's supply of Quala's endorsement of items and collected remittances addressed or delivered to each of the Lockbox, (ii) the Lockbox Bank's transfer of such items or remittances for collection, and (iii) the honor and payment of the items and remittances to Quala. 6. Lockbox Account Procedures. The Lockbox Bank shall adhere to the following procedures with respect to items forwarded to it for deposit in or credit to the Lockbox Account: (a) Apply and credit to the Lockbox Account all wire transfers directly to the Lockbox Account and apply and credit for deposit to the Lockbox Account all checks and other items from time to time tendered for deposit therein. (b) It is understood and agreed that all such items and remittances credited to the Lockbox Account shall be subject to the usual terms and conditions of the Lockbox Bank in regard to deposits. (c) For items which were accepted for credit to the Lockbox Account and are later returned unpaid, the Lockbox Bank shall debit the Lockbox Account and redeposit them through a clearing channel selected by the Lockbox Bank. If returned unpaid a second time, the Lockbox Account shall be debited and the items returned to the Servicer. (d) The Lockbox Bank shall follow the instructions from the Trustee as to the holding and transfer of all collected amounts from time to time on deposit in the Lockbox Account. -4- 7. Statements; Information. The Lockbox Bank shall prepare monthly statements of credits and debits to the Lockbox Account in its standard forms and according to its current practices and mail copies of such statements to such persons or departments of Servicer as Servicer may designate from time to time and mail one copy of any such statements prepared to the Trustee. In addition, the Lockbox Bank shall provide the Trustee with such information with respect to the Lockbox and the Lockbox Account, respectively, as the Trustee may from time to time reasonably request, and Quala and Pickering Way hereby consents to such information being provided to the Trustee. 8. Compensation. Quala hereby agrees to: (i) pay to the Lockbox Bank the Lockbox Bank's fees and charges with respect to the Lockboxes as set forth in the Schedule of Lockbox fees previously provided to Quala and all services performed for Quala under this Agreement. It is understood that the Lockbox Bank may change these charges without prior notice. It is understood and agreed that Quala may be responsible for payment of these charges and all other expenses related to the provision of services under this Agreement provided, however, the Trustee may pay such fees and charges incurred by the Lockbox Bank directly to the Lockbox Bank and such payments by Trustee on behalf of Quala shall be deemed part of the expenses of the Trustee payable under the Pooling and Servicing Agreement. (ii) on and after the date a notice of an Termination Event is given, provide the Trustee with a monthly statement showing the invoices sent with respect to the Lockbox and the Lockbox Account, the amount thereof and whether or not such invoices have been paid as of the date of such statement. 9. Exculpation. The Lockbox Bank undertakes to perform only such duties as are expressly set forth herein. Notwithstanding any other provision of this Agreement, it is agreed by the parties hereto that the Lockbox Bank shall not be liable for any action taken by it or any of its directors, officers, agents or employees in accordance with this Agreement, including, without limitation, any action so taken at the request of the Trustee, except for the Lockbox Bank's or such person's own gross negligence or willful misconduct. In no event shall the Lockbox Bank be liable for losses or delays resulting from computer malfunction, interruption of communication facilities, labor difficulties or other causes beyond the Lockbox Bank's reasonable control or for indirect, special or consequential damages. -5- l0. Irrevocable Agreements. Quala acknowledges that the agreements made by it and the authorizations granted by it herein are irrevocable and that the authorizations granted herein are powers coupled with an interest. 11. Setoff. (a) The Lockbox Bank waives, with respect to all of its existing and future claims against Quala, Pickering Way, the Trustee or any affiliate thereof, all existing and future rights of setoff and banker's liens against the Lockbox Account and all items (and proceeds thereof) that come into its possession in connection with the Account, including, without limitation, any failure or collection of any funds transferred to Quala, provided, however, that the Lockbox Bank shall have the rights to charge the Lockbox Account, without duplication, (i) for all items deposited therein which are subsequently returned to the Lockbox Bank unpaid and for any return charges payable by the Lockbox Bank under applicable law, and (ii) for all past due compensation and expenses with respect to the Accounts as provided in Section 8(ii). (b) If any available funds transferred from the Lockbox Account subsequently are not collected by the Lockbox Bank for any reason whatsoever, the Lockbox Bank shall have recourse for reimbursement of such funds to the Lockbox Account. 12. Miscellaneous. The Agreement constitutes the entire agreement with respect to the services provided hereunder and is binding upon the parties hereto and their respective successors and assigns (including any trustee of Quala appointed or elected on any action under the Bankruptcy Reform Act of 1978, as amended) and shall inure to their benefit. Neither this Agreement nor any provision hereof may be changed, amended, modified or waived orally, but only by an instrument in writing signed by the parties hereto, provided that such instrument need be signed only by the Lockbox Bank and the Trustee if it does not change any rights or obligations of, or authorization granted by, Quala hereunder and notice hereof is provided by the Trustee to Quala. Any provision of this Agreement which may prove unenforceable under any law or regulation shall not affect the validity of any other provision hereof. 13. Governing Law. This Agreement shall be governed by, and interpreted in accordance with, the laws of the Commonwealth of Pennsylvania without reference to its principles of conflicts of law. This Agreement may be executed in any number of counterparts which together shall constitute one and the same instrument. -6- 14. Termination. This Agreement may be terminated by the Trustee or the Lockbox Bank upon thirty (30) days' advance written notice to the other parties hereto. All rights of the Lockbox Bank under Section 8 and 9 for the period prior to any such termination shall survive such termination. After this Agreement is terminated, the Lockbox Bank may continue to receive mail through the Lockbox for some time. Quala or, if notice of an Termination Event has occurred, the Trustee agrees to pay the Lockbox Bank's usual and customary charges for handling this mail. 15. Notices. All notices, requests or other communications given to Quala, Pickering Way, Servicer, the Trustee or the Lockbox Bank shall be given in writing (including telex, facsimile transmission or similar writing) at the address or facsimile number specified below: Trustee: Fidelity Bank, National Association The Fidelity Building 123 South Broad Street Philadelphia, Pennsylvania 19103 Telephone: (215) 985-7202 Facsimile: (215) 985-7290 Lockbox CoreStates Philadelphia National Bank Bank: P.O. Box 7618 Fifth and Market Streets Philadelphia, Pennsylvania 19101-7618 Telephone: (215) ___ -____ Facsimile: (215) ____-____ Quala: Quala Systems, Inc. 102 Pickering Way Lionville, Pennsylvania 19341 Attention: Charles Fernald Telephone: (215) 363-4215 Facsimile: (215) 363-4233 -7- Pickering Pickering Way Funding Corp. Way: 102 Pickering Way Lionville, Pennsylvania 19341 Attention: Charles Fernald Telephone: (215) 363-4215 Facsimile: (215) 363-4233 Servicer: Chemical Leaman Corporation 102 Pickering Way Lionville, Pennsylvania 19341 Attention: Charles Fernald Telephone: (215) 363-4215 Facsimile: (215) 363-4233 Any party may change its address or facsimile number for notices hereunder by notice to each other party hereunder. Each notice, request or other communication shall be effective (a) if given by facsimile, when such facsimile is transmitted to the facsimile number specified in this Section and confirmation of receipt is received by the appropriate party, (b) if given by mail, five (5) days after such communication is deposited in the mail with registered first class postage prepaid, addressed as aforesaid or (c) if given by any other means, when delivered at the address specified in this section. CORESTATES PHILADELPHIA NATIONAL BANK By: --------------------------------------- (Assistant) Vice President FIDELITY BANK, NATIONAL ASSOCIATION, as Trustee By: --------------------------------------- (Vice) President QUALA SYSTEMS, INC. By: --------------------------------------- (Vice) President PICKERING WAY FUNDING CORP. By: --------------------------------------- (Vice) President -8- EXHIBIT 3.6(a) FORM OF DAILY SERVICER'S REPORT SERVICER DAILY REPORT CHEMICAL LEAMAN CORPORATION SERVICER DAILY REPORT FOR___________________, 199 ___ (l) Total Eligible Receivables from Daily Servicers Report dated _______________________, 199_. $ ----------------- (2) Amount of New Pool Receivables since Daily Servicers Report dated ___________________, 199__ $ ----------------- (3) Amount of Cash Collections since Daily Servicers Report dated ___________, 199_ $ ----------------- (4) Required Minimum Seller Amount * $ ----------------- (5) Discount Reserve Requirement $ ----------------- (6) Reserve Account Required Balance $ ( 1,000,000) ----------------- (7) Total Eligible Receivables [(1)+(2)-(3)] $ ( ) ----------------- (8) Unallocated Principal Sub-Account Required Balance [(4)+(5)+(6)+(7)] $ ----------------- (9) Account Minimums (a) Reserve Account - (i) Reserve Account Requirement $ 1,000,000 (ii) Current Balance $ ----------------- (iii) Excess (Deficiency) $ ----------------- (b) Unallocated Principal Account - (i) Required Balance (from (8) above) $ ----------------- (ii) Current Balance $ ----------------- (iii) Excess (Deficiency) $ ----------------- (c) Interest Account $ ----------------- - ------------------ * From last Servicer Monthly Report or, if none, the Initial Servicer Report (10) Outstanding Fees: Trustee - $ ------------ Servicer - $ ------------ Other - $ ------------ Total $ ----------------- ----------------- (11) Allocations/Distributions: (a) Available Cash in Collection Account $ ----------------- (b) Payment of Fees and Expenses $ ----------------- (c) Transfer to Interest Sub-Account $ ----------------- (d) Transfer to (from) Reserve Account $ ----------------- (e) Transfer to Unallocated Principal Sub-Account [see (b)(iii)] $ ----------------- (f) Servicer Fees (g) Transfer to Seller Sub-Account [(a)-(b)+(c)+(d)+(e)+(f)] $ ----------------- ----------------- -2- EXHIBIT 3.6(b) SERVICER MONTHLY REPORT CHEMICAL LEAMAN CORPORATION SERVICER MONTHLY CERTIFICATE For the Accounting Period ending _______, 199_ - -------------------------------------------------------------------------------- (I) Pool Receivables Balance (1) Aggregate principal amount of Pool Receivables at end of Accounting Period $ (2) Cash Collections of Pool Receivables during Accounting Period ($ ) (3) New Pool Receivables created during Accounting Period $ (4) Net Pool Receivables Balance at end of Accounting Period [sum of (1) through (3)] $ --------------- --------------- (II) Aging Analysis of Pool Receivables As of end of Accounting Period: From Chemical Invoice Leaman Tank Date Lines. Inc. Quala Systems, Inc. Total ---- ----------- ------------------- ----- 0-30 31-60 61-90 91-120 151-180 181-210 Over 210 $ $ $ ------------- ------------- ------------- $ $ ------------- ------------- ------------- ------------- (III) Eligible Receivables Analysis (1) Pool Receivables Balance (from I(6) above) $ (2) Concentration Analysis (a) Obligors having a rating of "AA/Duff+" or equivalent: (i) - % (b) Obligors having a rating of "A/Duff-1" or equivalent: (i) ~ % (ii) - % (c) Obligors having a rating of investment grade: (i) - % (ii) - % (iii) - % (iv) _ % (d) Obligors exceeding maximum permitted percentage: Name Excess ---- ------ $ (3) Ineligible Receivables as of end of Accounting Period: Over 180 Days Past Due $ (210 from invoice date) Asserted Set-Off $ 0 Excess Concentration Accounts (From III(2) above) $ 0 Non-U.S. Government Obligors $ 0 U.S. Government Receivables in Excess of $350,000 $ 0 Non-U.S. Resident Obligor $ Other ( ) $ Total Ineligible Receivables $ ------------- ------------- (4) Total Eligible Receivables [(1)-(3)] $ ------------- ------------- -2- (5) The Receivables existing on at end of Accounting Period have the respective aging as set forth in the Exhibit A attached hereto as of the last day of the Accounting Period. (IV) Required Minimum Seller Amount (A) Required Minimum Seller Percentage: (1) Minimum 20% ------------- ------------- (2) Charge-Off Ratio Minimum (i) Total Charge-Offs in Accounting Period $ (ii) Average Outstanding Balance of Pool Receivable $ (iii) Charge-Off Ratio [(i) divided by (ii)] (iv) Maximum Permitted Charge-Off Ratio % (v) Excess Charge-Off Ratio [(iii) - (iv)] 0% (vi) Product of (v) times 1.22 0% ------------- ------------- (3) Billing Adjustment Percentage Minimum: (i) Total Billing Adjustments for last 3 Accounting Periods ending April 4, 1993 $ (ii) Total new Pool Receivables for last 3 Accounting Periods ending April 4, 1993 $ (iii) Billing Adjustment Percentage [(i) divided by (ii)] (iv) Maximum permitted Billing Adjustment Percentage % (v) Excess Billing Adjustment Percentage [(iii)-(iv)] 0% (vi) Product of (v) times 1.22 0% ------------- ------------- (4) Required Initial Minimum Seller Percentage for Accounting Period [sum of (i)+(ii)+(iii)] ------------- ------------- -3- (B) Discount Reserve (1) Excess of Accrued and unpaid interest on Investor Certificates over the amount on deposit in Interest Sub-Account $ (2) $23,000,000 x [(V(I)(ii)) divided by 4] $ (3) Discount Reserve Requirement [(1)+(2)] $ ------------- ------------- (C) Unallocated Principal Sub-account Required Balance (1) Principal Amount of Investor Certificate $ 23,000,000 (2) Required Minimum Seller Percentage [see IV(A)(4)] (3) Minimum Seller Amount [(l) divided by (1-(2))] $ (4) Discount Reserve Requirements [IV(B)] $ (5) Reserve Account Required Balance ($ 1,000,000) (6) Eligible Receivables [see III(4)] ($ ) (7) Unallocated Principal Sub-account Required Balance [(3)+(4)+(5)+(6)] $ ------------- ------------- V Financial Ratios (A) Charge-Off Ratio - (i) Total Pool Receivables Charge-Off During last 3 Accounting Periods ending _______________, 199_ $ (ii) Average Daily principal balance of Pool Receivables during 3 Accounting Periods ending _______________, 199_ $ (iii) Maximum Charge-Off Ratio 8% (iv) Actual Charge-Off Ratio for last 3 Accounting Periods April 4, 1993 [(i) divided by (ii)] % -4- (B) Collection Percentage - (i) Total Collections for last 3 Accounting Periods ending ______________, 199_ $ (ii) Average daily balance of Pool Receivables for last 3 Accounting Periods ending _______________, 199_ $ (iii) Minimum Collection Percentage 70% (iv) Actual Closing Percentage [(i) divided by (ii)] % (C) Delinquency Percentage - (i) Average principal balance of Eligible Receivables past due for at least 91 days at end of each of the last 3 Accounting Periods ending _______________, 199_ $ (ii) Average aggregate principal balance of Eligible Receivables at the end of each of the last 3 Accounting Periods ending _______________________, 199_ $ (iii) Maximum Delinquency Percentage 15% (iv) Actual Delinquency Percentage % (D) Billing Adjustment Percentage - (i) Aggregate Billing Adjustments in the last 3 Accounting Periods ending ________________, 199_ $ (ii) Aggregate of all Pool Receivables created in the last 3 Accounting Periods ending _______________, 199_ $ (iii) Maximum Billing Adjustment Percentage 1.25% (iv) Actual Billing Adjustment Percentage [(i) divided by (ii)] % (E) Fixed Charge Ratio - (i) Operating Income, exclusive of extraordinary item, interest, depreciation and amortization, for Accounting Period ending ____________, 199_ (ii) Interest Expense for Accounting Period ending ___________, 199_ (iii) Minimum Fixed Charge Ratio 2.75% (iv) Actual Fixed Charge Ratio % -5- (F) Consolidated Shareholders Equity - (i) Minimum Consolidated Shareholders Equity $21,000,000 (ii) Actual Consolidated Shareholders Equity on __________, 199_ $ (G) Average Maturity of Pool Receivables on end of Accounting Period - 41 Days (H) Balance in Reserve Account - $ 1,000,000 (I) Interest due of Investor Certificates for the current Interest Period (__________, 199_ to __________, 199_) - (i) Principal Balance of Investor Certificate $23,000,000 (ii) Certificate Rate for initial Interest Period % All defined terms used herein shall have the meanings given them in the Pooling and Servicing Agreement dated May 14, 1993 between Pickering Way Funding Corp., Chemical Leaman Corporation and Fidelity Bank, National Association, as Trustee ("Pooling Agreement"). CHEMICAL LEAMAN CORPORATION Date: __________, 199_ By: ------------------------------- Vice President -6- EXHIBIT 3.7 FORM OF MONTHLY SERVICER'S CERTIFICATE I, Charles E. Fernald, Jr., Chief Financial Officer of Chemical Leaman Corporation, the Servicer designated in the Pooling and Servicing Agreement dated as of May 14, 1993 (the "Agreement") among Pickering Way Funding Corp., Seller, Chemical Leaman Corporation, Servicer, and Fidelity Bank, National Association, Trustee, hereby certify as follows: 1. Under my supervision, a review of the activities of the Servicer during the prior Accounting Period and of the Servicer's performance under this Agreement and the other Transaction Documents was performed; 2. To the best of my knowledge, based on such review, the Servicer has fully performed all of its obligations under the Agreement and the other Transaction Documents throughout such Accounting Period [except as follows [describe the nature of any default and the status thereof]]. In WITNESS WHEREOF, I have hereunto signed my name and affixed the seal of the Servicer. Dated: May 14, 1993 ----------------------------------- Charles E. Fernald, Jr. Chief Financial Officer EXHIBIT 6.1(a) FORM OF INVESTOR CERTIFICATE NO. 1 $23,000,000 PICKERING WAY FUNDING TRUST ASSET BACKED CERTIFICATE THIS CERTIFICATE WAS ISSUED PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE ACT), AND MAY BE SOLD ONLY PURSUANT TO A REGISTRATION STATEMENT EFFECTIVE UNDER THE ACT OR AN EXEMPTION FROM THE PROVISIONS OF SECTION 5 OF THE ACT. IN ADDITION, THE TRANSFER OF THIS CERTIFICATE IS SUBJECT TO RESTRICTIONS SET FORTH IN THE POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN. A COPY OF THE POOLING AND SERVICING AGREEMENT WILL BE FURNISHED TO THE HOLDER OF THIS CERTIFICATE BY THE TRUSTEE UPON WRITTEN REQUEST. This Certificate represents an undivided interest in the PICKERING WAY FUNDING TRUST Evidencing an undivided interest in a Trust, the corpus of which consists of receivables (the "Receivables) generated from time to time in the ordinary course of business of Quala Systems, Inc. ("Quala") and Chemical Leaman Tank Lines, Inc. ("Tank Lines") and initially contributed or sold by Quala and Tank Lines to Pickering Way Funding Corp. ("Pickering Way") pursuant to a Receivables Contribution and Purchase Agreement between and among Quala, Tank Lines, Chemical Leaman Corporation ("CLC") and Pickering Way dated May 14, 1993 (the "RPA"), and immediately thereafter sold by Pickering Way to the Pickering Way Funding Trust (the "Trust") pursuant to a Pooling and Servicing Agreement between and among Pickering Way, CLC and Fidelity Bank, National Association, as Trustee for the Trust (the "Trustee") dated May 14, 1993 (the "Agreement"). (Not an interest in or obligation of Pickering Way or any affiliate thereof.) This certifies that Transamerica Life Insurance and Annuity Company (the "Certificateholder") is the registered owner of an undivided beneficial interest in the Trust created pursuant to the Agreement. The corpus of the Trust consists of (i) the Receivables now existing and hereafter created and arising from time to time, (ii) all Related Security, (iii) all monies due or to become due with respect thereto, (iv) all rights, remedies, powers and privileges with respect to the Receivables and the Related Security, (v) the rights, remedies, powers and privileges of the Seller (but not its obligations) under the RPA, (vi) all funds on deposit in each of the Accounts (including investments made with such funds) and (vii) all proceeds of the foregoing. This Certificate is one of the duly authorized Investor Certificates issued under the Agreement in the aggregate principal amount of $23,000,000. Each $500,000 minimum denomination of the Certificates represents an undivided 2.1739139 interest in the assets of the Trust. Although a summary of certain provisions of the Agreement is set forth below, this Certificate does not purport to summarize the Agreement, is qualified in its entirety by the terms and provisions of the Agreement and reference is made to the Agreement for information with respect to the interests, rights, benefits, obligations, proceeds, and duties evidenced hereby and the rights, duties and obligations of the Trustee. A copy of the Agreement may be requested from the Trustee by writing to the Trustee at 123 South Broad Street, M.B.O., 18th Floor, Philadelphia, Pennsylvania 19109, Attention: Corporation Trust Department. To the extent not defined herein, the capitalized terms used herein have the meanings ascribed to them in the Agreement. This Certificate is issued under and is subject to the terms, provisions and conditions of the Agreement, as amended from time to time; the Certificateholder by virtue of the acceptance hereof, assents and is bound. It is the intent of Pickering Way and the Certificateholders that, for federal and state income and franchise tax purpose only, the Certificates will be evidence of indebtedness of Pickering Way secured by the Receivables. Pickering Way and the Certificateholder, by the acceptance of this Certificate, agree to treat this Certificate for federal and state income and franchise tax purposes as indebtedness of Pickering Way. In addition to the Certificates, a Seller's Certificate will be issued to the Seller pursuant to the Agreement which will represent the Seller's subordinated interest in the Trust. The Seller's Certificate will represent the interest in the Receivables not represented by the Investor Certificates. Interest will be paid quarterly on the fifteenth day of each June, September, December and March (or, if such fifteenth day is not a Business Day, on the next succeeding Business Day) (each a "Payment Date"), commencing June 15, 1993, at the adjustable rate specified in the Agreement. Interest for a Payment Date will accrue from and including the preceding Payment Date to but excluding the current Payment Date. The Record Date with respect to any Payment Date shall be the last day of the calendar month preceding such Payment Date. No principal will be payable to Certificateholders until the expiration or early termination of the Revolving -2- Period. During the Revolving Period, Collections of Receivables otherwise allocable to the Certificateholders will be paid to the Seller in order to maintain the Seller Interest at the amount of the Initial Investor Interest. On each Payment Date, the Paying Agent shall distribute to each Certificateholder of record on the related Record Date such Certificateholder's pro rata share of amounts on deposit in the Collection Account as are payable to the Certificateholders pursuant to the Agreement. Payments with respect to this Certificate will be made by the Paying Agent by check mailed to the address of the Certificateholder of record appearing in the Certificate Register without the presentation or surrender of this Certificate or the making of any notation (except for the final payment in respect of this Certificate). Final payment of this Certificate will be made only upon presentation and surrender of this Certificate at the office or agency specified in the notice of final payment delivered by the Trustee to the Certificateholder in accordance with the Agreement. At any time after May 13, 1994, the Seller may repurchase this Certificate for a purchase price equal to the then unpaid principal and interest due to the Certificateholders, plus a premium as determined in accordance with the formula specified in the Agreement. This Certificate does not represent an obligation of, or an interest in, Pickering Way, the Servicer or any affiliate of Pickering Way and is not insured or guaranteed by the Federal Deposit Insurance Corporation or any other governmental agency. This Certificate is limited in right of payment to certain Collections respecting the Receivables (and certain other amounts), all as more specifically set forth hereinabove and in this Agreement. The Agreement may be amended by the Seller, the Servicer and the Trustee, without the consent of the Investor Certificateholder Representative, if such an amendment will not have a material adverse impact on the interests of the Certificateholders. Subject to the preceding paragraph, the Agreement may be amended by the Servicer, the Seller and the Trustee with the consent of the Investor Certificateholders Representative, for any reason whatsoever. Any such amendment and any such consent by the Investor Certificateholder Representative shall be conclusive and binding on all Certificateholders and upon all future Holders of this Certificate and of any Certificate issued in exchange hereof or in lieu hereof whether or not notation thereof is made upon this Certificate. -3- The Certificates are issuable only in registered form in denominations of $500,000 and integral multiples of $500,000. The transfer of this Certificate shall be registered in the Certificate Register upon surrender of this Certificate for registration of transfer at any office or agency maintained by the Transfer Agent and Registrar accompanied by a written instrument of transfer, in a form satisfactory to the Trustee and the Transfer Agent and Registrar, duly executed by the Certificateholder or the Certificateholder's attorney, and duly authorized in writing with such signature guaranteed, and thereupon one or more new Certificates of authorized denominations and for the same aggregate amounts will be issued to the designated transferee or transferees. As provided in the Agreement and subject to certain limitations therein set forth, this Certificate is exchangeable for new Certificates evidencing a like aggregate amount, as requested by the Certificateholder surrendering this Certificate. No service charge may be imposed for any such exchange but the Servicer, the Seller or the Transfer Agent and the Registrar may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection therewith. The Servicer, the Trustee, the Paying Agent and the Transfer Agent and Registrar, and any agent of any of them, may treat the person in whose name this Certificate is registered as the owner hereof for all purposes, and neither the Servicer, nor the Trustee, the Paying Agent, the Transfer Agent and Registrar, nor any agent of any of them shall be affected by notice to the contrary except in certain circumstances described in the Agreement. This Certificate shall be governed by and construed in accordance with and governed by the internal laws of the Commonwealth of Pennsylvania without regard to conflict or choice law or principles. Unless the certificate of authentication hereon has been executed by or on behalf of the Trustee by manual signature, this Certificate shall not be entitled to any benefit under the Agreement, or be valid for any purpose. -4- IN WITNESS WHEREOF, Pickering Way has caused this Certificate to be duly executed. Dated: May 14, 1993 PICKERING WAY FUNDING CORP. By: ------------------------------- Vice President -5- TRUSTEE'S CERTIFICATE OF AUTHENTICATION This is one of the Investor Certificates described in the within-mentioned Pooling and Servicing Agreement. FIDELITY BANK, NATIONAL ASSOCIATION, as Trustee By: -------------------------------- Authorized Officer -6- ASSIGNMENT FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto PLEASE INSERT SOCIAL SECURITY OR OTHER IDENTIFYING NUMBER OF ASSIGNEE(S) |--------------------------------------| | | |--------------------------------------| ______________________________________ (PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS OF ASSIGNEE) _______________________________________________________________________________ _______________________________________________________________________________ the within certificate and all rights thereunder, and hereby irrevocably constitutes and appoints _______________________________________________________________________________ attorney, with full power of substitution in the premises, to transfer said certificate on the books kept for registration thereof. Dated:_________________________________________________________________________ ___________________________________________________________ Note: The signature(s) to this Assignment must correspond with the name(s) as written on the face of the within certificate in every particular, without alteration or enlargement or any change whatever. A Non-U.S. Person as defined in the Code must certify to the Trustee in writing as to its Non-U.S. Person status and such further information as may be required under the Code or reasonably requested by the Trustee. -7- EXHIBIT 6.1(b) FORM OF SELLER CERTIFICATE No. 1 One Unit PICKERING WAY FUNDING TRUST ASSET BACKED CERTIFICATE THIS CERTIFICATE WAS ISSUED PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE ACT), AND MAY BE SOLD ONLY PURSUANT TO A REGISTRATION STATEMENT EFFECTIVE UNDER THE ACT OR AN EXEMPTION FROM THE PROVISIONS OF SECTION 5 OF THE ACT. IN ADDITION, THE TRANSFER OF THIS CERTIFICATE IS SUBJECT TO RESTRICTIONS SET FORTH IN THE POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN. A COPY OF THE POOLING AND SERVICING AGREEMENT WILL BE FURNISHED TO THE HOLDER OF THIS CERTIFICATE BY THE TRUSTEE UPON WRITTEN REQUEST. This Certificate represents an undivided interest in the PICKERING WAY FUNDING TRUST Evidencing an undivided interest in a Trust, the corpus of which consists of a portfolio of receivables now existing or hereafter created and other assets and interests constituting the Trust under the Pooling and Servicing Agreement described below. (Not an interest in or an obligation of Pickering Way Funding Corp. or any Affiliate thereof.) This certifies that ____________________ is the registered owner of an undivided interest in a trust (the "Trust"), the corpus of which consists of a portfolio of receivables (the "Receivables") now existing or hereafter acquired by Pickering Way Funding Corp. (the "Seller"), a Delaware Corporation, all monies due or to become due with respect thereto, all proceeds (as defined in Section 9-306 of the UCC as in effect in any applicable jurisdiction) relating thereto and such funds as from time to time are deposited in the Collection Account, all as more fully described pursuant to the Pooling and Servicing Agreement dated as of May 14, 1993 (the "Pooling and Servicing Agreement") between and among Pickering Way Funding Corp., Seller, Chemical Leaman Corporation, Servicer, and Fidelity Bank, National Association, Trustee. A summary of certain of the pertinent provisions of the Pooling and Servicing Agreement is set forth herein below. Such summary shall in all cases be subject to the terms set forth in the Pooling and Servicing Agreement. To the extent not defined herein, the capitalized terms used herein have the meanings assigned in the Pooling and Servicing Agreement. This Certificate is issued under and is subject to the terms, provisions and conditions of the Pooling and Servicing Agreement, to which Pooling and Servicing Agreement, as amended from time to time, the Holder by virtue of the acceptance hereof assents and by which the Holder is bound. This Certificate has not been registered or qualified under the Securities Act of 1933, as amended, or any state securities law. No sale, transfer or other disposition of this Certificate shall be permitted other than in accordance with the provisions of Section 6.3 of the Pooling and Servicing Agreement. This Certificate is the Seller Certificate (the "Certificate"), which represents an undivided interest in the Trust, including the right to receive the Collections and other amounts at the times and in the amounts specified in the Pooling and Servicing Agreement to be paid to the Holder of the Certificate. The aggregate interest represented by this Certificate at any time in the Receivables and the Related Security in the Trust shall not exceed the Seller Interest at such time. In addition to this Certificate, Investor Certificates have been issued to investors pursuant to the Pooling and Servicing Agreement, each of which will represent an undivided interest in the Trust, to the extent set forth in the Pooling and Servicing Agreement. The Seller Interest shall be the amount defined as such in the Pooling and Servicing Agreement. This Certificate does not represent an obligation of, or any interest in, the Seller or the Servicer, and neither the Certificates nor the Receivables and the Related Security are insured or guaranteed by the Federal Deposit Insurance Corporation or any other governmental agency. This Certificate is limited in right of payment to certain Collections respecting the Receivables and the Related Security, all as more specifically set forth hereinabove and in the Pooling and Servicing Agreement. Unless the certificate of authentication hereon has been executed by or on behalf of the Trustee, by manual signature, this -2- Certificate shall not be entitled to any benefit under the Pooling and Servicing Agreement, or be valid for any purpose. IN WITNESS WHEREOF, Pickering Way Funding Corp. has caused this Certificate to be duly executed under its official seal. PICKERING WAY FUNDING CORP. By: -------------------------------- Vice President [ SEAL] Date: May 14, 1993 -3- Form of Trustee's Certificate of Authentication CERTIFICATE OF AUTHENTICATION This is the Seller Certificate referred to in the within mentioned Pooling and Servicing Agreement. FIDELITY BANK, NATIONAL ASSOCIATION, Trustee By: -------------------------------- Authorized Officer -4- EXHIBIT 11.5 [ LOGO ] 123 South Broad Street Philadelphia, PA 19109-1199 (215) 985-6000 - ------------------------------------------------------------------------------- March 22, 1993 Mr. Charles E. Fernald, Jr. Senior Vice President Finance & Treasurer Chemical Leaman Corporation 102 Pickering Way Exton, PA 19341-0200 RE: Pickering Way Funding Trust S23 million Adjustable Rate Asset Backed Certificates Dear Charles: On behalf of Fidelity Bank, thank you for the opportunity to submit our proposal to act as Trustee, Registrar, and Paying Agent for the above referenced transaction. Fidelity Bank is engaged in a general commercial banking and trust business, offering a full range of commercial, corporate, international, financial market, retail and fiduciary banking services to corporations, institutions, governments and individuals. With $33 billion in assets, we do not only rank among the nation's twenty-five largest bank holding companies in asset size, but also in the total market value of our outstanding capital stock. As a leading provider of fiduciary services to municipal, nonprofit institutional and corporate clients, the Corporate Trust Division of Fidelity Bank administers over 3000 accounts with $60 Billion in debt outstanding. Within the Corporate Trust Department, a unit of professionals with extensive legal, financial, and corporate trust experience has been created and dedicated to the unique financing transactions. Administration is over fifty strong, not including marketing, sales, system support or operations. The Corporate Trust Operations utilizes state-of-the-art computer systems including Bondmaster, SEI's Trust-Aid 3000 and a sophisticated administrative tickler system developed for Fidelity Bank by the developers of Bondmaster. In all, Corporate Trust at Fidelity Bank is approximately 200 strong, and what that means is better quality service for our clients, issuers and the business community. The following services will be provided to you upon request and without additional charge: Mr. Charles E. Fernald, Jr. March 22, 1993 Page 2 * Periodic bondholders lists - sortable by various indices (i.e. geographical, by position, etc.) * Periodic payment maps * List of unpresented bonds on maturity or call dates * Bond transfer statistics In addition to quality service, we are committed to providing the greatest economy for the on-going administration of this financing. To achieve this objective on your behalf, we have discounted our Annual Administration Fee for our Trustee services. We hope you will agree that our aggressive pricing strategy reflects our keen desire to win the appointment. Fidelity Bank is very interested in working with Chemical Leaman Corporation on this transaction. We would be pleased to discuss any aspect of this proposal and respond to any inquiry you may have. Thank you for your interest in Fidelity Bank and we look forward to serving you in the years ahead. Sincerely, /s/ Ronald J. Reid - ------------------ Ronald J. Reid Vice President Enclosures -2- Fee Agreement between Chemical Leaman Corporation and Fidelity Bank, National Association, in connection with the Issuance of $23,000,000 Adjustable Rate Asset Backed Certificates Trustee, Registrar and Paying Agent A. Initial Fee: $ 5,000 Represents fee incurred in the review of closing documentation. B. Annual Administration Fee $10,000 (in advance) C. Investment Transaction Fee $50.00 (per purchase and/or sale of Security) D. Counsel Fees (capped) $10,000 Except as noted above, we provide an all-inclusive service, encompassing; review of all documents; registration and authentication of bonds; on-going administration of the account, including; compliance with indenture provisions, inquiry processing from bondholders or the Obligor, IRS reporting, and valuation of accounts; maintenance of holder records and issuance of interest checks; payment of bonds at maturity, call or redemption; and cancellation, destruction and certification of satisfied securities for the fees quoted. Our charges for this service are subject to adjustment whenever new laws, or other factors, increase the Bank's expenses in performing the prescribed duties. Additionally, we reserve the right to review and renegotiate fees after three (3) years and at three (3) year intervals thereafter. In the event of such increase, advance notice shall be given and a mutual agreement made. The fees quoted do not include compensation to the trustee in the event defeasance or default administration must be performed by the Trustee. We reserve the right to impose additional fees and charges upon the occurrence of either of these events under the financing documents. In the event Trustee Counsel has been engaged and this transaction is not consummated, fees and expenses of Trustee Counsel incurred to date will be payable by Chemical Leaman Corporation. If provided for as permitted investment under the terms of the financing documents, and with your approval, cash balances are automatically invested on a daily basis at money market rates in a short term investment fund. The nominal charge for this service is $.15 per year for every $100.00 of cash invested. The cash management fee, which is in addition to the fees listed above, is deducted from the earned money market interest (see enclosed FFB Funds Semi-Annual Report). The above fees do not include out-of-pocket expenses related to our attendance at the closing. -3- The above mentioned fees are basic charges and do not include out-of-pocket expenses, or any future counsel fees and expenses, which will be billed in addition to the regular charges as required. Out-of-pocket expense shall include, but are not Limited to: Telephone tolls, stationery, postage expense, all of which on an annualized basis are not expected to exceed $750.00. We offer to perform the services as Trustee, Registrar and Paying Agent with the understanding that such offer is subject to a review of the current bond documents by ourselves as well as our counsel. Please sign and return the enclosed copy of this Agreement. Chemical Leaman Corporation By: /s/ Charles E. Fernald, Jr. Date: 4/14/93 --------------------------- ------------------------ Fidelity Bank, National Association By: /s/ Ronald J. Reid Date: 2/22/93 --------------------------- ------------------------ -4- EXHIBIT 12.4 FORM OF CONVEYANCE OF RECEIVABLES CONVEYANCE of RECEIVABLES, dated as of __________, 19__ (this "Conveyance") by and between the Pickering Way Funding Trust (the "Trust") and the Holder of the Seller Certificate pursuant to the Pooling and Servicing Agreement referred to below (the "Transferee"). W I T N E S S E T H: WHEREAS, the Transferee and the Trust are parties to the Pooling and Servicing Agreement dated as of May 14, 1993 (hereinafter as such agreement may have been, or may from time to time be, amended, supplemented or otherwise modified, the "Pooling and Servicing Agreement"); WHEREAS, pursuant to the Pooling and Servicing Agreement, the Transferee wishes to cause the Trust to reconvey all of the Receivables and the Related Security and proceeds thereof, whether now existing or hereafter created, from the Trust to the Transferee pursuant to the terms of Section 12.4 of the Pooling and Servicing Agreement upon termination of the Trust pursuant to Article 12 of the Pooling and Servicing Agreement (as each such term is defined in the Pooling and Servicing Agreement); WHEREAS, the Trust is willing to reconvey the Receivables and the Related Security subject to the terms and conditions hereof; NOW THEREFORE, the Transferee and the Trust hereby agree as follows: 1. Defined Terms. All terms defined in the Pooling and Servicing Agreement and used herein shall have such defined meanings when used herein, unless otherwise defined herein. "Conveyance Date" shall mean _________ __, 19 _ . 2. Return of Lists of Receivables. The Trustee shall deliver to Transferee, not later than three (3) Business Days after the Conveyance Date, each and every computer file or microfiche listed of Accounts delivered to the Trustee pursuant to the terms of the Pooling and Servicing Agreement. 3. Conveyance of Receivables. (a) The Trust does hereby Convey to the Transferee (without recourse, representation or warranty) all right, title and interest of the Trust in the Receivables and the Related Security, whether then existing or thereafter created, all moneys due or to become due with respect thereto, and all proceeds of the foregoing, except for amounts held by the Trust pursuant to subsection 12.3(b) of the Pooling and Servicing Agreement. (b) The Trust shall execute and deliver such instruments of transfer and assignment, in each case without recourse, as shall be reasonably requested by the Transferee to vest in such Transferee all right, title and interest which the Trust had in the Receivables and the Related Security. 4. Counterparts. This Conveyance may be executed in two or more counterparts (and by different parties on separate counterparts), each of which shall be an original, but all of which together shall constitute one and the same instrument. 5. Governing Law. This Conveyance shall be governed by and construed in accordance with the laws of the Commonwealth of Pennsylvania, without reference to its conflict of law provisions, and the obligations, rights and remedies of the parties hereunder shall be determined in accordance with such laws. -2- IN WITNESS WHEREOF, the undersigned have caused this Conveyance to be duly executed and delivered by their respective duly authorized officers on the day and year first above written. FIDELITY BANK, NATIONAL ASSOCIATION, Trustee on behalf of the PICKERING WAY FUNDING CORP. By: -------------------------------- Name: Title: [HOLDER OF SELLER CERTIFICATE] By: -------------------------------- Name: Title: -3- FIRST AMENDMENT TO POOLING AND SERVICING AGREEMENT This FIRST AMENDMENT TO POOLING AND SERVICING AGREEMENT (this "Amendment") is made as of December 16, 1994, by and among Pickering Way Funding Corp., a Delaware corporation (the "Seller"), and Chemical Leaman Corporation, a Pennsylvania corporation (the "Servicer"), and First Fidelity Bank, National Association, a national banking association, as successor to Fidelity Bank, National Association, in its capacity as Trustee (the "Trustee"). Background 1. The Seller, the Servicer and the Trustee are parties to a Pooling and Servicing Agreement dated as of May 14, 1993 (the "Pooling and Servicing Agreement"). 2. Pursuant to the Pooling and Servicing Agreement, the Seller conveys to a trust (the "Trust") certain trade receivables and related assets acquired from Chemical Leaman Tank Lines, Inc. and Quala Systems, Inc. (collectively, the "Originators") under a Receivables Contribution and Purchase Agreement among the Originators, the Seller and the Servicer dated as of May 14, 1993 (the "Receivables Purchase Agreement"). The Trust, in turn, has issued a certificate evidencing an undivided beneficial interest in the Trust to an investor. In addition, the Servicer services the administration and collection of the receivables and other assets so conveyed in accordance with the provisions of the Pooling and Servicing Agreement. 3. The Seller, the Servicer and the Trustee desire to amend and supplement the Pooling and Servicing Agreement in order to (i) extend the term of the Pooling and Servicing Agreement, (ii) provide for the issuance of an additional investor certificate in the principal amount of $2,000,000, (iii) expand the types of receivables that may be conveyed by the Seller to the Trust under the Pooling and Servicing Agreement, (iv) expand the types of investments which can be made with funds on deposit in certain accounts under the Pooling and Servicing Agreement, (v) reduce the percentage of the Trust assets which the Seller is required to hold, (vi) reduce the rate on interest paid to the holders of the Trust's investor certificates, and (vii) amend and modify certain other terms and conditions of the Pooling and Servicing Agreement, all as set forth herein. 4. Concurrently with the execution hereof, the Originators, the Seller and the Servicer are entering into a First Amendment to the Receivables Purchase Agreement (the "First Receivables Purchase Amendment"). It is a condition to the effectiveness of the First Receivables Purchase Amendment that this Amendment be executed and delivered to the Seller. IN CONSIDERATION of the foregoing and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereto, intending to be legally bound, agree to the following: Section 1. Defined Terms. For purposes of this Amendment, except as otherwise provided in this Amendment, capitalized terms not otherwise defined in this Amendment shall have the meanings assigned to such terms in the Pooling and Servicing Agreement as amended and supplemented hereby. Section 2. Amendment to Pooling and Servicing Agreement. (a) The following new definitions are hereby added to Section 1.1 of the Pooling and Servicing Agreement: "Additional Investor Certificate" shall mean the Investor Certificate in the principal amount of $2,000,000 which the Investor Certificateholder has agreed to purchase pursuant to the Certificate Purchase Agreement. "Certificate Purchase Agreement" shall mean the Certificate Purchase Agreement dated as of December 16, 1994 between the Seller and the Investor Certificateholder, as the same may be amended, modified or supplemented from time to time in accordance with its terms. "Days Sales Outstanding" shall mean, for each Accounting Period, a number "expressed in days and computed as of the last day of such Accounting Period, using the financial information set forth in the related Monthly Servicer's Report with respect to such Accounting Period) equal to a fraction, the numerator of which is the average outstanding daily principal balance of all unpaid Receivables for such Accounting Period, and the denominator of which is the combined principal balance of all Receivables generated during such Accounting Period divided by the number of days in such Accounting Period. "First Pooling and Servicing Amendment" shall mean the First Amendment to this Agreement dated as of December 16, 1994. "Initial Investor Certificate" shall mean the Investor Certificate in the principal amount of $23,000,000 which the Investor Certificateholder purchased on the Closing Date. 2 "Seller Percentage Adjustment Condition" shall have the meaning specified in Section 4.4. (b) The definition of "Certificate Rate" contained in Section 1.1 of the Pooling and Servicing Agreement is hereby amended and restated in its entirety to read as follows: "Certificate Rate" shall mean (i) for initial Interest Period a per annum rate, calculated by the Trustee based on a 360 day calendar year, equal to four and five-eighths percent (4-5/8%), (ii) for each subsequent Interest Period up to but excluding December 16, 1994, a per annum rate, calculated based upon a 360 day calendar year, equal to the LIBOR Rate on the first day of such Interest Period or if such day is not a Business Day, on the immediately preceding Business Day, plus an amount equal to one and one-half percent (1.5%), and (iii) for each Interest Period on and after December 16, 1994, a per annum rate, calculated based upon a 360 day calendar year, equal to the LIBOR Rate on the first, thirty-first and sixty-first day of such Interest Period or if any such day is not a Business Day, on the immediately preceding Business Day, plus an amount equal to eight-tenths of one percent (.80%). (c) Subpart (i) of the definition of "Defaulted Receivable" contained in Section 1.1 of the Pooling and Servicing Agreement is hereby amended and restated in its entirety to read as follows: (i) as to which any payment, or part thereof, remains unpaid for ninety-one (91) days from the original due date for such payment or one hundred twenty-one (121) days from the original invoice date; (d) The definition of "Delinquency Percentage" contained in Section 1.1 of the Pooling and Servicing Agreement is hereby amended and restated in its entirety to read as follows: "Delinquency Percentage" shall mean, for each Accounting Period the percentage equivalent of a fraction which shall never be less than 0% nor more than 3 100% (computed as of the last day of such Accounting Period using the financial information set forth in the related Monthly Servicer's Report with respect to such Accounting Period), the numerator of which is the aggregate principal balance of all Receivables past due for at least ninety-one (91) calendar days (but which are not outstanding more than one hundred eighty (180) days beyond the original due date or two hundred ten (210) days beyond the original invoice date) at the end of such Accounting Period, and the denominator of which is the aggregate unpaid principal balance of all Receivables in the Trust on the last day of such Accounting Period. (e) The definition of "Designated Obligor" contained in Section 1.1 of the Pooling and Servicing Agreement is hereby amended and restated in its entirety to read as follows: "Designated Obligor" means, at any time, each Obligor which is entitled to credit under the applicable Credit and Collection Policy except: (i) Obligors which are an Affiliate of either of the Originators, the Seller or CLC; (ii) Obligors which are employees or independent contractors of either of the Originators providing transportation or related services to either of the Originators; and (iii) Obligors which are not based or located in the United States, Canada or Mexico. (f) Each of subparts (iv) and (xix) of the definition of "Eligible Receivables" contained in Section 1.1 of the Pooling and Servicing Agreement is hereby amended and restated in its entirety to read as follows: (iv) which is payable in the United States and denominated only in Dollars; provided, however, that in the case of any Obligor based or located in Canada or Mexico, such Receivables may be denominated in Canadian dollars or in Mexican pesos so long as the risk of 4 currency fluctuations has been limited by a swap agreement satisfactory to the Rating Agency and the Investor Certificateholder Representative. * * * (xix) The Obligor of which is a resident of (A) the United States, (B) Canada, but only to the extent that the combined aggregate balance of all Eligible Receivables from Canadian Obligors does not exceed four percent (4.0%) of the Account Balance of all Eligible Receivables on the last day of the immediately preceding Accounting Period, or (c) Mexico, but only to the extent that the combined aggregate balance of all Eligible Receivables from Mexican Obligors does not exceed one percent (1.0%) of the Account Balance of all Eligible Receivables on the last day of the immediately preceding Accounting Period. (g) The definition of "Investor's Percentage" contained in Section 1.1 of the Pooling and Servicing Agreement is hereby amended to add the following proviso at the end of such definition: ; provided, however, that from and after the date of issuance of the Additional Investor Certificate, the numerator in such fraction shall be increased from $23,000,000 to $25,000,000. (h) The definition of "LIBOR Rate" contained in Section 1.1 of the Pooling and Servicing Agreement is hereby amended and restated in its entirety to read as follows: "LIBOR Rate" shall mean (i) for each Interest Period up to but excluding December 16, 1994, the rate of interest that is published in the Money Rates section of the Eastern Edition of the Wall Street Journal under the section captioned "London Interbank Offered Rates" for dollar deposits with maturities of three (3) months or, if such interest rate is unavailable, such comparable published rate as shall be selected by the Trustee in its sole and absolute discretion, and (ii) for each 5 Interest Period on or after December 16, 1994, the rate of interest that is published in the Money Rates section of the Eastern Edition of the Wall Street Journal under the section captioned "London Interbank Offered Rates" for dollar deposits with maturities of three (3) months, unless the Seller elects to have the LIBOR Rate based on dollar deposits with maturities of thirty (30) days. (i) The definition of "Maximum Receivables Concentration Percentage" contained in Section 1.1 of the Pooling and Servicing Agreement is hereby amended and restated in its entirety to read as follows: "Maximum Receivables Concentration Percentage" shall mean two percent (2.0%) for all Obligors other than (i) Obligors whose credit qualifies for a rating of BBB/D-2 from Duff (or if not rated by Duff, its equivalent from another Rating Agency), with respect to which the term Maximum Receivables Concentration Percentage shall mean four percent (4.0%) of Eligible Receivables, (ii) Obligors whose credit qualifies for a rating of A/D-1 from Duff (or if not rated by Duff, its equivalent from another Rating Agency), with respect to which the term Maximum Receivables Concentration Percentage shall mean five percent (5.0%) of Eligible Receivables, (iii) Obligors whose credit qualifies for a rating of AA/D-1+ from Duff (or if not rated by Duff, its equivalent from another Rating Agency), with respect to which the term Maximum Receivables Concentration Percentage shall mean six percent (6.0%) of Eligible Receivables, and (iv) the Obligors listed on Schedule 1 to the First Pooling and Servicing Amendment, with respect to which the term Maximum Receivables Concentration Percentage shall mean the percentage listed opposite the name of such Obligor on such Schedule, subject to the conditions set forth on such Schedule. (j) The definition of "Minimum Seller Percentage Adjustment" contained in Section 1.1 of the Pooling and Servicing Agreement is hereby deleted. 6 (k) The definition of "Permitted Investments" contained in Section 1.1 of the Pooling and Servicing Agreement is hereby amended to add a new subpart immediately after subpart (F) of such definition, which shall read as follows: (vii) subject to the prior approval of the Investor Certificateholder Representative, guaranteed investment contracts (A) having an Approved Long-Term Rating or (B) with any Person whose long-term unsecured obligations have an Approved Long-Term Rating, in each case, at the time of such investment or contractual commitment providing for such investment, provided that moneys invested thereunder may be withdrawn without penalty, premium or other charge; and subpart (G) of the definition of "Permitted Investments" shall be redesignated as subpart (H). (l) The definition of "Required Minimum Seller Percentage" contained in Section 1.1 of the Pooling and Servicing Agreement is hereby amended and restated in its entirety to read as follows: "Required Minimum Seller Percentage" shall mean fifteen percent (15%), except that if a Seller Percentage Adjustment Condition shall have occurred and be continuing, the Required Minimum Seller Percentage shall mean twenty percent (20%). (m) The definition of "Reserve Amount" contained in Section 1.1 of the Pooling and Servicing Agreement is hereby amended and restated in its entirety to read as follows: "Reserve Amount" shall mean an amount equal to zero. (n) The definition of "Scheduled Maturity Date" contained in Section 1.1 of the Pooling and Servicing Agreement is hereby amended and restated in its entirety to read as follows: "Scheduled Maturity Date" shall mean December 15, 1997. (o) Section 2.5(j) of the Pooling and Servicing Agreement is hereby amended and restated in its entirety to read as follows: 7 Required Net Worth and Subordinated Debt. The Seller shall not permit its net worth at any time to be less than $2,000,000. In addition, the Seller shall not make any payment or prepayment of principal on its Subordinated Note dated December 16, 1994 payable to Chemical Leaman Tank Lines, Inc. in the principal amount of $2,820,000 or its Subordinated Note dated December 16, 1994 payable to Quala Systems, Inc. in the principal amount of $180,000. (p) The following new Sections 2.10 and 2.11 are hereby added to the Pooling and Servicing Agreement immediately after Section 2.9 thereof: Section 2.10. Conditions Precedent to Issuance of Additional Investor Certificate. The Additional Investor Certificate shall not be issued until the conditions precedent set forth below are satisfied to the reasonable satisfaction of the Trustee and the Investor Certificateholder Representative (in lieu of the conditions precedent set forth in Section 2.8 hereof): (a) The representations and warranties of the Seller, the Servicer and each of the Originators in the Transaction Documents shall be true and correct in all material respects on and as of the date of issuance of the Additional Investor Certificate (except to the extent that a different date is specified in any such Transaction Document); (b) No event shall have occurred or condition shall exist, both before and after giving effect to the issuance of the Additional Investor Certificate, which would constitute a Termination Event under this Agreement or the Receivables Purchase Agreement, or which, with the lapse of time or giving of notice or both, would constitute such a Termination Event; and (c) The credit analysis of the investment in the Additional Investor Certificate shall not have been 8 materially and adversely affected after the date hereof as a result of a change in applicable law (whether due to the enactment, adoption, amendment or modification of any law, rule or regulation, the issuance of any judicial or administrative order, decision or ruling, or otherwise) relating to any of the legal issues addressed in the bankruptcy and tax opinions of Pepper Hamilton & Scheetz referred to in the opinions delivered by the Seller's counsel to the Purchaser pursuant to Section 4(d) hereof the First Pooling and Servicing Amendment. Section 2.11. Distribution of Proceeds from Sale of Additional Investor Certificate. All of the proceeds received by the Trustee in connection with the sale of the Additional Investor Certificate shall be allocated, first, to the Unallocated Principal Sub-Account, to the extent required to increase the Seller Percentage to the Required Minimum Seller Percentage; and second, to the Seller Sub-Account, for application in accordance with Section 4.3 hereof. (q) Section 3.6(b) of the Pooling and Servicing Agreement is hereby amended to add the following sentence at the end thereof: For each Accounting Period ending after December 16, 1994, the Monthly Servicer's Report shall be in the form of Exhibit A to the First Pooling and Servicing Amendment. (r) Section 3.8(b) of the Pooling and Servicing Agreement is hereby amended and restated in its entirety to read as follows: (b) On or before March 31 of each year, beginning with March 31, 1995, the Servicer shall cause Arthur Andersen & Co. or another United States based, internationally recognized firm of independent public accountants (who may also render other services to the Servicer or the Seller) to furnish a report in a form acceptable to the Rating Agency (to be attached to the First 9 Pooling and Servicing Amendment as Exhibit G within 30 days after the execution thereof) to the Trustee, the Investor Certificateholder Representative and the Rating Agency, to the effect that they have applied certain agreed-upon procedures and examined certain documents and records relating to the servicing of the Receivables under this Agreement and setting forth their findings, based upon such agreed-upon procedures, with respect to such servicing by the Servicer. (s) The following new Section 4.4 is hereby added to the Pooling and Servicing Agreement immediately after Section 4.3 thereof: Section 4.4. Seller Percentage Adjustment Condition. A Seller Percentage Adjustment Condition shall exist during any Accounting Period if any of the following conditions exist: (a) the average Charge-Off Ratio shall exceed one and one-half percent (1.5%) for the three (3) consecutive Accounting Periods immediately preceding such Accounting Period; (b) the average Billing Adjustment Percentage shall exceed one and one-quarter percent (1.25%) for the three (3) consecutive Accounting Periods immediately preceding such Accounting Period; or (c) the average Delinquency Percentage shall exceed four and one-half percent (4.5%) for the three (3) consecutive Accounting Periods immediately preceding such Accounting Period. (t) Section 6.1 of the Pooling and Servicing Agreement shall be redesignated subsection (a) of Section 6.1, and a new subsection (b) shall be added immediately thereafter as follows: (b) The Additional Investor Certificate shall be issued substantially in the form of Exhibit B to the First Pooling and Servicing Amendment. Upon the issuance of the Additional Investor 10 Certificate, the Initial Investor Certificate and Seller Certificate shall be automatically amended as set forth in the forms of the amended and restated Investor Certificate and Seller Certificate attached as Exhibits C and D respectively, to the First Pooling and Servicing Amendment. Upon surrender of the Initial Investor Certificate and Seller Certificate by the holders thereof, the amended and restated Initial Investor Certificate and Seller Certificate shall be issued to such holders in exchange therefor. (u) Each of subparts (j), (l) and (m) of Section 9.1 of the Pooling and Servicing Agreement is hereby amended and restated in its entirety to read as follows: (j) the average Charge-Off Ratio shall exceed two and one-half percent (2.5%) for any three (3) consecutive Accounting Periods; * * * (l) the average Delinquency Percentage shall exceed six percent (6.0%) for any three (3) consecutive Accounting Periods; * * * (m) the average Billing Adjustment Percentage shall exceed one and one-half percent (1.5%) for any three (3) consecutive Accounting Periods; (v) The following new subpart (t) is hereby added to Section 9.1 of the Pooling and Servicing Agreement immediately after subpart(s) thereof: (t) the average Days Sales Outstanding shall exceed 47 days for any three (3) consecutive Accounting Periods. Section 3. Consent of Trustee. The Trustee hereby consents to this Amendment and the First Receivables Purchase Amendment and the transactions contemplated thereby. Section 4. Effectiveness. The effectiveness of this Amendment is subject to the following conditions: 11 (a) The execution and delivery by the Originators, the Seller and the Servicer of the First Receivables Purchase Amendment; (b) The written consent of the Investor Certificateholder Representative, substantially in the form attached to this Amendment as Exhibit E, consenting to this Amendment and the First Receivables Purchase Amendment and the transactions contemplated thereby; (c) The receipt of a letter, in form and substance reasonably satisfactory to the Seller and the Investor Certificateholder Representative, from Duff indicating that, after giving effect to this Amendment and the First Receivables Purchase Amendment, the Initial Investor Certificate will have an "A" rating; and (d) The delivery of opinions of Dilworth, Paxson, Kalish & Kauffman substantially in the form of Exhibits F-1, F-2 and F-3 to this Amendment, addressed to the Investor Certificateholder and Duff. Section 5. Authorization/Ratification. (a) Each of the Seller, the Servicer and the Trustee represent and warrant that (i) it has taken all action necessary to authorize it to execute, deliver and perform this Amendment and (ii) each of this Amendment and the Pooling and Servicing Agreement, as amended and supplemented hereby, constitute a valid and legally binding obligation of it enforceable against it in accordance with its terms, except as such enforceability may be limited by Debtor Relief Laws. (b) Except as expressly set forth in this Amendment, the Pooling and Servicing Agreement is hereby ratified and confirmed in all respects. Section 6. Governing Law. This Amendment shall be governed and construed in accordance with the laws of the Commonwealth of Pennsylvania, excluding its conflict of laws rules. Section 7. Counterparts. This Amendment may be executed in any number of counterparts, each of which when so executed shall be deemed to be an original and all of which when taken together shall constitute one and the same instrument. Delivery of an executed counterpart of a signature page of this Amendment by telecopy shall be effective as delivery of a manually executed counterpart of this Amendment. 12 IN WITNESS WHEREOF, the parties have caused their duly authorized officers to execute this Amendment as of the first date written above. Attest: PICKERING WAY FUNDING CORP. /s/ David M. Boucher By: /s/ Eugene C. Parkerson - --------------------------- ----------------------- (Assistant) Secretary (Vice) President ------------------------ Print Name Attest: CHEMICAL LEAMAN CORPORATION /s/ [Illegible] By: /s/ David M. Boucher - --------------------------- ------------------------ (Assistant) Secretary (Vice) President ------------------------ Print Name FIRST FIDELITY BANK, NATIONAL Attest: ASSOCIATION, as Trustee /s/ [Illegible] By: /s/ John H. Clapham - --------------------------- ------------------------ (Assistant) Secretary Assistant Vice President ---------------------------- Print Name 13 LIST OF SCHEDULES AND EXHIBITS Schedules --------- Schedule 1 Maximum Receivables Concentration Percentages for Certain Obligors Exhibits Exhibit A Monthly Servicer's Report Exhibit B Additional Investor Certificate Exhibit C Restated Initial Investors Certificate Exhibit D Restated Seller Certificate Exhibit E Consent of Investor Certificateholder Exhibits F-1, F-2 and F-3 Opinions of Dilworth, Paxson, Kalish & Kauffman Exhibit G Accountant's Annual Report Schedule 1 Maximum Receivables Obligor Concentration Percentage ------- ------------------------ Dow Chemical Company 15.0% E.I. Dupont Company 12.0% BASF 4.0% Aristech Chemical Corporation 3.0% Cytec Industries, Inc. 3.0% Notwithstanding the foregoing, the Maximum Receivables Concentration Percentage for the above Obligors shall be determined as set forth in the general definition of "Maximum Receivables Concentration Percentage" contained in Section 1.1 of the Pooling and Servicing Agreement, as amended, in the event that - (a) with respect to Dow Chemical Company or E.I. Dupont Company, the credit rating of such Obligor is downgraded below a rating of A/D-1 from Duff (or if not rated by Duff, its equivalent from another Rating Agency); (b) with respect to BASF, Aristech Chemical Corporation or Cytec Industries, Inc., in the reasonable opinion of Duff or the Investor Certificateholder Representative, there has been a material adverse change in the financial condition of such Obligor. SECOND AMENDMENT TO POOLING AND SERVICING AGREEMENT This SECOND AMENDMENT TO POOLING AND SERVICING AGREEMENT (this "Amendment") is made as of June 23, 1995, by and among Pickering Way Funding Corp., a Delaware corporation (the "Seller"), and Chemical Leaman Corporation, a Pennsylvania corporation (the "Servicer"), and First Fidelity Bank, National Association, a national banking association, as successor to Fidelity Bank, National Association, in its capacity as Trustee (the "Trustee"). Background ---------- 1. The Seller, the Servicer and the Trustee are parties to a Pooling and Servicing Agreement dated as of May 14, 1993, as amended (the "Pooling and Servicing Agreement"). 2. Pursuant to the Pooling and Servicing Agreement, the Seller conveys to a trust (the "Trust") certain trade receivables and related assets acquired from Chemical Leaman Tank Lines, Inc. and Quala Systems, Inc. under a Receivables Contribution and Purchase Agreement among the Originators, the Seller and the Servicer dated as of May 14, 1993. The Trust, in turn, has issued a certificate evidencing an undivided beneficial interest in the Trust to an investor. In addition, the Servicer services the administration and collection of the receivables and other assets so conveyed in accordance with the provisions of the Pooling and Servicing Agreement. 3. The Seller, the Servicer and the Trustee desire to modify the Maximum Receivables Concentration Percentage with respect to certain Obligors by amending Schedule 1 to the First Pooling and Servicing Amendment as set forth herein. IN CONSIDERATION of the foregoing and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereto, intending to be legally bound, agree to the following: Section 1. Defined Terms. For purposes of this Amendment, except as otherwise provided in this Amendment, capitalized terms not otherwise defined in this Amendment shall have the meanings assigned to such terms in the Pooling and Servicing Agreement as amended and supplemented hereby. Section 2. Amendments. (a) The schedule of Maximum Receivables Concentration Percentages for Certain Obligors, which is attached as Schedule 1 to the First Pooling and Servicing Amendment, is hereby amended and restated as set forth in Schedule 1 to this Amendment. (b) The form of the Monthly Servicer's Report, which is attached as Exhibit A to the First Pooling and Servicing Amendment, is hereby amended and restated as set forth in Exhibit A to this Amendment. Section 3. Consent of Trustee. The Trustee hereby consents to this Amendment. Section 4. Effectiveness. The effectiveness of this Amendment is subject to the following conditions: (a) The receipt of the written consent of the Investor Certificateholder Representative with respect to this Amendment; and (b) The receipt of a letter, in form and substance reasonably satisfactory to the Seller and the Investor Certificateholder Representative, from Duff indicating that the modification of the Maximum Receivables Concentration Percentages as provided in this Amendment will not affect the "A" rating of the Investor Certificates issued by the Trust. Section 5. Authorization/Ratification. (a) Each of the Seller, the Servicer and the Trustee represent and warrant that (i) it has taken all action necessary to authorize it to execute, deliver and perform this Amendment and (ii) each of this Amendment and the Pooling and Servicing Agreement, as amended and supplemented hereby, constitute a valid and legally binding obligation of it enforceable against it in accordance with its terms, except as such enforceability may be limited by Debtor Relief Laws. (b) Except as expressly set forth in this Amendment, the Pooling and Servicing Agreement is hereby ratified and confirmed in all respects. Section 6. Governing Law. This Amendment shall be governed and construed in accordance with the laws of the Commonwealth of Pennsylvania, excluding its conflict of laws rules. Section 7. Counterparts. This Amendment may be executed in any number of counterparts, each of which when so executed shall be deemed to be an original and all of which when taken together shall constitute one and the same instrument. Delivery of an 2 executed counterpart of a signature page of this Amendment by telecopy shall be effective as delivery of a manually executed counterpart of this Amendment. IN WITNESS WHEREOF, the parties have caused their duly authorized officers to execute this Amendment as of the first date written above. PICKERING WAY FUNDING CORP. Witness: /s/ [Illegible] By: /s/ David M. Boucher - -------------------------------------- -------------------------------- (Vice) President David M. Boucher ----------------------------------- Print Name CHEMICAL LEAMAN CORPORATION Witness: /s/ [Illegible] By: /s/ David M. Boucher - -------------------------------------- -------------------------------- (Vice) President David M. Boucher ----------------------------------- Print Name FIRST FIDELITY BANK, NATIONAL Attest: ASSOCIATION, as Trustee /s/ [Illegible] By: /s/ John H. Clapham - -------------------------------------- -------------------------------- (Assistant Secretary) Assistant Vice President Schedule 1 ---------- Maximum Receivables Obligor Concentration Percentage - ------- ------------------------ DOW Chemical Company 15.0% E.I. DuPont Company 12.0% Allied Signal, Inc. 10.0% BASF 4.0% Aristech Chemical Corporation 3.0% Cytec Industries, Inc. 3.0% The Maximum Receivables Concentration Percentages set forth above are subject to the following conditions and limitations: 1. The Maximum Receivables Concentration Percentage for the above Obligors shall be determined as set forth in the general definition of "Maximum Receivables Concentration Percentage" contained in Section 1.1 of the Pooling and Servicing Agreement, as amended, in the event that -- (a) with respect to Dow Chemical Company, E.I. Dupont Company and Allied Signal, Inc., the credit rating of such Obligor is downgraded below a rating of A/D-1 from Duff (or if not rated by Duff, its equivalent from another Rating Agency); (b) with respect to BASF, Aristech Chemical Corporation and Cytec Industries, Inc., in the reasonable opinion of Duff or the Investor Certificateholder Representative, there has been a material adverse change in the financial condition of such Obligor. 2. If at any time the aggregate Receivables of any two A-rated Obligors (without duplication) shall exceed 20% of all Eligible Receivables, such excess Receivables shall not constitute Eligible Receivables. For purposes hereof, the term "A-rated Obligor" shall mean an Obligor having a rating of A/D-1 from Duff (or if not rated by Duff, its equivalent from another Rating Agency), but shall not include an Obligor having a higher rating. SECOND AMENDMENT TO POOLING AND SERVICING AGREEMENT ------------------------------- This SECOND AMENDMENT TO PICKERING WAY FUNDING TRUST POOLING AND SERVICING AGREEMENT (the "Second Amendment") is made as of December 30, 1996. by and among Pickering Way Funding Corp., a Delaware corporation (the "Seller"), and Chemical Leaman Corporation, a Pennsylvania corporation ("CLC" and, in its capacity as Servicer is sometimes referred to herein as "Servicer"), and First Union National Bank, a national banking association, as successor to First Fidelity Bank, National Association, successor to Fidelity Bank, National Association, in its capacity as Trustee (the "Trustee"). Background ---------- I. The Seller, CLC and the Trustee are parties to a Pooling and Servicing Agreement dated as of May 14, 1993 (as amended from time to time, including by this Second Amendment, the "Pooling and Servicing Agreement"). 1. Pursuant to the Pooling and Servicing Agreement, the Seller conveys to a trust (the "Trust") certain trade receivables and related assets acquired from Chemical Leaman Tank Lines, Inc. and Quala Systems, Inc. (collectively, the "Originators") under a Receivables Contribution and Purchase Agreement among the Originators, the Seller and CLC dated as of May 14, 1993 (the "Receivables Purchase Agreement"). The Trust, in turn, has issued a certificate evidencing an undivided beneficial interest in the Trust to an investor. In addition, the Servicer services the administration and collection of the receivables and other assets so conveyed in accordance with the provisions of the Pooling and Servicing Agreement. 2. Pursuant to a First Amendment to Pooling and Servicing Agreement dated as of December 16, 1994, the Seller, CLC and the Trustee amended and supplemented the Pooling and Servicing Agreement to inter alia, (i) extend the term of the Pooling and Servicing Agreement, (ii) provide for the issuance of an additional investor certificate in the principal amount of $2,000,000, (iii) expand the types of receivables that may be conveyed by the Seller to the Trust under the Pooling and Servicing Agreement, (iv) expand the types of investments which can be made with funds on deposit in certain accounts under the Pooling and Servicing Agreement, (v) reduce the percentage of the Trust assets which the Seller is required to hold, and (vi) reduce the rate on interest paid to the holders of the Trust's investor certificates. 3. The Seller, CLC and the Trustee desire to further amend and supplement the Pooling and Servicing Agreement in order to (i) further extend the term of the Pooling and Servicing Agreement, and (ii) provide for the issuance of another additional investor certificate in the principal amount of $3,000,000, (iii) provide for the addition of an additional originator, and (iv) amend and modify certain other terms and conditions of the Pooling and Servicing Agreement, all as set forth herein. 4. Concurrently with the execution hereof, the Originators, together with Fleet Transport Company, Inc. as an additional originator, the Seller and CLC are entering into a Second Amendment to the Receivables Purchase Agreement (the "Second Receivables Purchase Amendment"). It is a condition to the effectiveness of the Second Receivables Purchase Amendment that this Second Amendment be executed and delivered to the Seller. IN CONSIDERATION of the foregoing and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto, intending to be legally bound, agree to the following: Section I. Defined Terms. For purposes of this Second Amendment, except as otherwise provided in this Second Amendment, capitalized terms not otherwise defined in this Second Amendment shall have the meanings assigned to such terms in the Pooling and Servicing Agreement, as amended and supplemented hereby. Section II. Amendment to Pooling and Servicing Agreement. A. The following new definitions are hereby added to Section 1.1 of the Pooling and Servicing Agreement: "Buyer Notes" shall have the meaning assigned to such term in the Receivables Purchase Agreement, as amended. "Additional Investor Certificate" shall mean the Investor Certificate in the principal amount of $3,000,000 which the Investor Certificateholder has agreed to purchase pursuant to the 1996 Certificate Purchase Agreement. "1996 Certificate Purchase Agreement" shall mean the Certificate Purchase Agreement dated as of December 30, 1996 between the Seller and the Investor Certificateholder, as the same may be amended, modified or supplemented from time to time in accordance with its terms. "Second Pooling and Servicing Amendment" shall mean the Second Amendment to this Agreement dated as of December 30, 1996. B. The definition of "Designated Obligor" contained in Section 1.1 of the Pooling and Servicing Agreement is hereby amended and restated in its entirety to read as follows: "Designated Obligor," means, at any time, each Obligor which is entitled to credit under the applicable Credit and Collection Policy except: (i) Obligors which are an Affiliate of either of the Originators, the Seller or CLC; (ii) Obligors which are employees or independent contractors of any of the Originators providing transportation or related services to any of the Originators; and (iii) Obligors which are not based or located in the United States, Canada or Mexico. C. The definition of "Investor's Percentage" contained in Section 1.1 of the Pooling and Servicing Agreement is hereby amended to add the following proviso at the end of such definition: ;provided, however, that from and after the date of issuance of the Additional Investor Certificate, the numerator in such fraction shall be increased from $23,000,000 to -2- $25,000,000; and provided further from and after the date of the issuance of the 1996 Additional Investor Certificate, the numerator in such fraction shall be increased from $25,000,000 to $28,000,000. D. The definition of "Originators" contained in Section 1.1 of the Pooling and Servicing Agreement is hereby amended and restated in its entirety to read as follows: "Originators" shall mean Chemical Leaman Tank Lines, a Delaware corporation, Quala Systems, Inc., a Delaware corporation, and Fleet Transport Company, Inc., a Delaware corporation. E. The definition of "Scheduled Maturity Date" contained in Section 1.1 of the Pooling and Servicing Agreement is hereby amended and restated in its entirety to read as follows: "Scheduled Maturity Date" shall mean December 15, 1999. F. The following new Sections 2.12 and 2.13 are hereby added to the Pooling and Servicing Agreement immediately after Section 2.9 thereof: Section 2.12. Conditions Precedent to Issuance of 1996 Additional Investor Certificate. The 1996 Additional Investor Certificate shall not be issued until the conditions precedent set forth below are satisfied to the reasonable satisfaction of the Trustee and the Investor Certificateholder Representative (in lieu of the conditions precedent set forth in Section 2.8 and Section 2.10 hereof): (a) The representations and warranties of the Seller, the Servicer and each of the originators in the Transaction Documents shall be true and correct in all material respects on and as of the date of issuance of the 1996 Additional Investor Certificate (except to the extent that a different date is specified in any such Transaction Document); (b) No event shall have occurred or condition shall exist, both before and after giving effect to the issuance of the 1996 Additional Investor Certificate, which would constitute a Termination Event under this Agreement or the Receivables Purchase Agreement, or which, with the lapse of time or giving of notice or both, would constitute such a Termination Event; and (c) The credit analysis of the investment in the 1996 Additional Investor Certificate shall not have been materially and adversely affected after the date hereof as a result of a change in applicable law (whether due to the enactment, adoption, amendment or modification of any law, rule or regulation, the issuance of any judicial or administrative order, decision or ruling, or otherwise) relating to any of the legal issues addressed in the bankruptcy and tax opinions of Pepper Hamilton & Scheetz delivered in connection with the original Pooling and Servicing Agreement, as confirmed by Dilworth, Paxson, Kalish & Kauffman in connection with the First Amendment and as further confirmed in connection with the Second Amendment. Section 2.13. Distribution of Proceeds from sale of 1996 Additional Investor certificate. All of the proceeds received by the Trustee in connection with the sale of the -3- 1996 Additional Investor Certificate shall be allocated, first, to the Unallocated Principal Sub-Account, to the extent required to increase the Seller Percentage to the Required Minimum Seller Percentage; and second, to the Seller Sub-Account, for application in accordance with Section 4.3 hereof. G. The following new subsection (c) is hereby added to the Pooling and Servicing Agreement immediately after Section 6.1(b) thereof as follows: (c) The 1996 Additional Investor Certificate shall be issued substantially in the form of Exhibit B to the Second Pooling and Servicing Amendment. Upon the issuance of the 1996 Additional Investor Certificate, the Initial Investor Certificate and Seller Certificate shall be automatically amended as set forth in the forms of the amended and restated Investor Certificates and Seller Certificates attached as Exhibits C and D, respectively, to the Second Pooling and Servicing Amendment. Upon surrender of the Initial Investor Certificate and Seller Certificate by the holders thereof, the amended and restated Initial Investor Certificate and Seller Certificate shall be issued to such holders in exchange therefor. Section III. Consent of Trustee. The Trustee hereby consents to this Second Amendment and the Second Receivables Purchase Amendment and the transactions contemplated thereby. Section IV. Effectiveness. The effectiveness of this Second Amendment is subject to the following conditions: A. The execution and delivery by the originators, the Seller and CLC of the Second Receivables Purchase Amendment; B. The written consent of the Investor Certificateholder Representative, substantially in the form attached to this Second Amendment as Exhibit E, consenting to this Second Amendment and the Second Receivables Purchase Amendment and the transactions contemplated thereby; C. The receipt of a letter, in form and substance reasonably satisfactory to the Seller and the Investor Certificateholder Representative, from Duff indicating that, after giving effect to this Second Amendment and the Second Receivables Purchase Amendment, each of the Initial Investor Certificate and the Additional Investor Certificate will have an "A" rating; and D. The delivery of opinions of Pepper, Hamilton & Scheetz substantially in the form of Exhibits F-l, F-2 and F-3 to this Amendment, addressed to the Investor Certificateholder and Duff. Section V. Authorization/Ratification. A. Each of the Seller, CLC and the Trustee represent and warrant that (i) it has taken all action necessary to authorize it to execute, deliver and perform this Amendment and (ii) each of this Second Amendment and the Pooling and Servicing Agreement, as amended and supplemented hereby, constitute a valid and legally binding obligation of it enforceable against it in accordance with its terms, except as such enforceability may be limited by Debtor Relief Laws. B. Except as expressly set forth in this Second Amendment, the Pooling and Servicing Agreement is hereby ratified and confirmed in all respects. -4- Section VI. Governing Law. This Second Amendment shall be governed and construed in accordance with the laws of the Commonwealth of Pennsylvania, excluding its conflict of laws rules. Section VII. Counterparts. This Second Amendment may be executed in any number of counterparts, each of which when so executed shall be deemed to be an original and all of which when taken together shall constitute one and the same instrument. Delivery of an executed counterpart of a signature page of this Second Amendment by telecopy shall be effective as delivery of a manually executed counterpart of this Second Amendment. IN WITNESS WHEREOF, the parties have caused their duly authorized officers to execute this Second Amendment to Pickering Way Funding Trust Pooling and Servicing Agreement as of the first date written above. Attest: PICKERING WAY FUNDING CORP. By: /s/ Susan M. Conapinski By: /s/ David M. Boucher ----------------------------------- ------------------------------- Name: Name: Title: (Assistant) Secretary Title: (Vice) President Attest: CHEMICAL LEAMAN CORPORATION By: /s/ Susan M. Conapinski By: /s/ David M. Boucher ----------------------------------- ------------------------------- Name: Name: Title: (Assistant) Secretary Title: (Vice) President Attest: FIRST UNION NATIONAL BANK, as Trustee By: /s/ Ralph E. Jones By: /s/ Alan G. Finn ----------------------------------- ------------------------------- Name: Name: Title: Corp. Trust Officer Title: Assistant Vice President -5- LIST OF SCHEDULES AND EXHIBITS ------------------------------ Exhibits - -------- Exhibit A Monthly Servicer's Report Exhibit B 1996 Additional Investor Certificate Exhibit C-1 Restated Initial Investors Certificate and C-2 and Additional Investor Certificate Exhibit D Restated Seller Certificate Exhibit E Consent of Investor Certificateholder Exhibits F-1, F-2 and F-3 Opinions of Pepper, Hamilton & Scheetz CHEMICAL LEAMAN CORPORATION MONTHLY SERVICER'S CERTIFICATE I, David M. Boucher, Chief Financial Officer of Chemical Leaman Corporation, the Servicer designated in the Pooling and Servicing Agreement dated as of May 14, 1993 and amended as of December 16, 1994 and as further amended as of December 30, 1996 (the "Agreement") among Pickering Way Funding Corp. ("Seller"); Chemical Leaman Corporation ("Servicer"); and First Union National Bank, successor to First Fidelity Bank, N.A. ("Trustee"), hereby certify as follows: 1. Under my supervision, a review of the activities of the Servicer during the prior Accounting Period and of the Servicer's performance under the Agreement and other Transaction Documents was performed. 2. To the best of my knowledge, based on such review, the Servicer has fully performed all of its obligations under the Agreement and the other Transaction Documents throughout such Accounting Period. IN WITNESS WHEREOF, I have hereto signed my name and affixed the seal of the Servicer. CHEMICAL LEAMAN (CORPORATION /s/ David M. Boucher - --------------------------------- -------------------------- David M. Boucher Date Senior Vice President & Chief Financial Officer A-1 SERVICER MONTHLY REPORT Chemical Leaman Corporation Servicer Monthly Certificate For the Accounting Period Ending ______________, 199__ --------------------------------------------------------- (I) Pool Receivables Balance (1) Aggregate principal amount of Pool Receivables at beginning of Accounting Period $ (2) Cash Collections of Pool Receivables during Accounting Period ($ ) (3) New Pool Receivables created during Accounting Period $ (4) Net Pool Receivables Balance at end of Accounting Period [sum of (1) through (3)] $ (II) Aging Analysis of Pool Receivables as of end of Accounting Period Days From Chemical Invoice Leaman Tank Quala Fleet Transport Date Lines, Inc. Systems, Inc. Company, Inc. Total --------- ----------- ------------- --------------- ----- 0 - 30 $ $ $ 31 - 60 61 - 90 91 - 120 121 - 150 151 - 180 181 - 210 Over 210 $ $ $ $ ======== ======== ======== ======== (III) Eligible Receivables Analysis (1) Pool Receivables Balance (from (I)(4) above) $ A-2 (2) Maximum Concentration Limits (per Obligor) (a) Obligors having a rating of "AA/D-1+" or equivalent (6% limitation): (b) Obligors having a rating of "A/D-1" or equivalent (5% limitation): (c) Obligors having a rating of "BBB/D-2" or equivalent (4% limitation): (d) Non-investment grade Obligors (2% limitation): (e) Dow Chemical (15% limitation): (f) E.I. DuPont (12% limitation): (g) BASF (4% limitation): (h) Aristech (3% limitation): (i) Cytec (3% limitation): (j) Obligors exceeding maximum permitted percentages: (3) Ineligible Receivables as of the end of Accounting Period: Over 90 days past due (120 days from invoice date) $ Excess Concentration Amounts (from (2)(g) above) $ Non-U.S. Government Obligors $ U.S. Government Receivables in excess of $350,000 $ Canadian Obligors (U.S. Dollar denominated) in excess of 4% $ Mexican Obligors (U.S. Dollar denominated) in excess of l% $ Non-U.S. Dollar denominated Canadian and Mexican (not covered by currency swaps) $ Total Ineligible Receivables $ ======== A-3 (4) Total Eligible Receivables [(1) - (3)] $ ======== (5) Receivables existing at the end of the Accounting Period have the respective aging as set forth in Exhibit A hereto as of the last day of the Accounting Period. $ ======== (IV) Required Minimum Seller Amount (A) Required Minimum Seller Percentage: (1) Minimum (no Seller Percentage Adjustment Condition) 15% (2) Maximum (upon occurrence of Seller Percentage Adjustment Condition) 20% (B) Seller Percentage Adjustment Conditions: (1) If three month average Charge-off Ratio exceeds 1.5% Actual Charge-off Ratio (from (V)(A)(4) below) __% (2) If three month average Billing Adjustment Percentage exceeds 1.25% Actual Billing Adjustment Percentage (from (V)(D)(4) below) __% (3) If three month average Delinquency Percentage exceeds 4.5% Actual Delinquency Percentage (from (V)(C)(4) below) __% (C) Discount Reserve Requirement (1) Excess of accrued and unpaid interest on Investor Certificates over the amount on deposit in the Interest Sub-account $ (2) Principal amount of Investor Certificate times Certificate rate for current period / 4 $ (3) Two months of Trustee fees $ (4) Two months of rating agency fees $ (5) Two months of Servicer fees $ A-4 (6) Discount Reserve Requirement [(B)(1) + (2) + (3) + (4) + (5)] $ ======= (D) Unallocated Principal Sub-account required balance: (1) Principal amount of Investor Certificate $ (2) Required minimum Seller Percentage [(IV)(A) and (B)] [15% or 20%] (3) Minimum Seller Amount [(D)( 1 ) / 1 -(D)(2)] $ (4) Discount Reserve Requirement [(IV)(B)(6)] $ (5) Sub-total of (D)(3) + (4) $ (6) Less Eligible Receivables $ [(III)(4)] (7) Unallocated Principal Sub-account $ [(D)(5) - (6)] (V) Financial Ratios (A) Charge-off Ratio (1) Average principal balance of Receivables charged off during last three Accounting Periods $ (2) Average daily principal balance of all unpaid Receivables for the last three Accounting Periods $ (3) Maximum Charge-off Ratio 2.50% (4) Actual Charge-off Ratio [(A)(1) / (2)] (B) Collection Percentage Ratio (1) Average monthly principal balance of all amounts collected on the Receivables during the last three Accounting Periods $ (2) Average daily principal balance of unpaid Receivables for the last three Accounting Periods $ (3) Minimum Collection Percentage 70.00%
A-5 (4) Actual Collection Percentage [(B)(1)/(2)] __% (C) Delinquency Percentage Ratio (1) Average principal balance of Receivables past due for at least 91 days beyond the original due date or 120 days beyond the original invoice date (but which are not outstanding more than 180 days beyond the original due date or 210 days beyond the original invoice date) at the end of each of the last three Accounting Periods $ (2) Average aggregate principal balance of all Receivables at the end of each of the last three Accounting Periods $ (3) Maximum Delinquency Percentage 6.00% (4) Actual Delinquency Percentage [(C)(1) / (2)] % (D) Billing Adjustment Percentage (1) Aggregate amount of reductions of Account Balances on account of Dilution Events during last three Accounting Periods $ (2) Combined principal balance of all Receivables generated during last three Accounting Periods $ (3) Maximum Billing Adjustment Percentage 1.50% (4) Actual Billing Adjustment Percentage [(D)(1) / (2)] __% (E) Fixed Charge Ratio (1) CLC's operating income exclusive of extraordinary items; interest; depreciation; and amortization for last twelve Accounting Periods $ (2) CLC's interest expense for last twelve Accounting Periods $ (3) Minimum Fixed Charge Ratio 2.75x (4) Actual Fixed Charge Ratio [(E)(1) / (2)] __x A-6 (F) Consolidated Shareholders' Equity (1) CLC minimum required Shareholders' Equity $21,000,000 (2) CLC actual Shareholders' equity $ (G) Days Sales Outstanding ("DSO") (1) Average daily principal balance of all unpaid Receivables during the last three Accounting Periods [from (V)(A)(2)] $ (2) Aggregate principal balance of all Receivables created during the last three Accounting Periods [(V)(D)(2)]/ actual number of days elapsed during last three Accounting Periods $ (3) Maximum DSO 47 days ------- (4) Actual DSO [(G)(1) / (2)] __ days (H) Interest due on Investor Certificate for the current Interest Period (1) Principal balance of Investor Certificate $ (2) Certificate Rate for current Interest Period [(30 day or 90 day) LIBOR + .80%] %
- -------------------------------------------------------------------------------- All defined terms used herein shall have the meanings given them in the Pooling and Servicing Agreement dated as of May 14, 1993 and amended as of December 16, 1994, and as further amended as of December 30, 1996 by and among Pickering Way Funding Corp.; Chemical Leaman Corporation; and First Union National Bank, successor to First Fidelity Bank, N.A. CHEMICAL LEAMAN CORPORATION - ------------------------------- ------------------------------- David M. Boucher Date Senior Vice President & Chief Financial Officer A-7 No. 6 $3,000,000 PICKERING WAY FUNDING TRUST ASSET BACKED CERTIFICATE THIS CERTIFICATE WAS ISSUED PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE ACT), AND MAY BE SOLD ONLY PURSUANT TO A REGISTRATION STATEMENT EFFECTIVE UNDER THE ACT OR AN EXEMPTION FROM THE PROVISIONS OF SECTION 5 OF THE ACT. IN ADDITION, THE TRANSFER OF THIS CERTIFICATE IS SUBJECT TO RESTRICTIONS SET FORTH IN THE POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN. A COPY OF THE POOLING AND SERVICING AGREEMENT WILL BE FURNISHED TO THE HOLDER OF THIS CERTIFICATE BY THE TRUSTEE UPON WRITTEN REQUEST. This Certificate represents an undivided interest in the PICKERING WAY FUNDING TRUST Evidencing an undivided interest in a Trust, the corpus of which consists of a portfolio of receivables (the "Receivables") generated from time to time in the ordinary course of business of Quala Systems, Inc. ("Quala"), Chemical Leaman Tank Lines, Inc. ("Tank Lines"), and Fleet Transport Company, Inc. ("Fleet") and initially contributed or sold by Quala and Tank Lines to Pickering Way Funding Corp. ("Pickering Way") pursuant to the Receivables Contribution and Purchase Agreement between and among Quala, Tank Lines, Chemical Leaman Corporation ("CLC") and Pickering Way dated May 14, 1993, as amended by the First Amendment thereto dated as of December 16, 1994 and as further amended by the Second Amendment thereto dated December 30, 1996, by and among the foregoing parties and Fleet (as so amended, the "RPA"), and immediately thereafter sold by Pickering Way to the Pickering Way Funding Trust (the "Trust") pursuant to the Pooling and Servicing Agreement between and among Pickering Way, CLC and First Union National Bank, successor to First Fidelity Bank, National Association, as successor to Fidelity Bank, National Association, as Trustee for the Trust (the "Trustee") dated May 14, 1993, as amended by the First Amendment thereto dated as of December 16, 1994 and as further amended by the Second Amendment thereto dated as of December 30, 1996 (as so amended, the "Agreement"). (Not an interest in or an obligation of Pickering Way or any Affiliate thereof.) This certifies that TRANSAMERICA LIFE INSURANCE AND ANNUITY COMPANY (the "Certificateholder") is the registered owner of an undivided beneficial interest in the Trust created pursuant to the Agreement. The corpus of the Trust consists of (i) the Receivables now existing and hereafter created and arising from time to time, (ii) all Related Security, (iii) all monies due or to become due with respect thereto, (iv) all rights, remedies, powers and privileges with respect to the Receivables and the Related Security, (v) the rights, remedies, powers and privileges of the Seller (but not B-1 its obligations) under the RPA, (vi) all funds on deposit in each of the Accounts (including investments made with such funds), and (vii) all proceeds of the foregoing. This Certificate is one of the duly authorized Investor Certificates issued under the Agreement in the aggregate principal amount of $28,00O,000. Each $500,000 minimum denomination of the Certificates represents an undivided 1.785714% interest in the assets of the Trust. Although a summary of certain provisions of the Agreement is set forth below, this Certificate does not purport to summarize the Agreement, is qualified in its entirety by the terms and provisions of the Agreement and reference is made to the Agreement for information with respect to the interests, rights, benefits, obligations, proceeds and duties evidenced hereby and the rights, duties and obligations of the Trustee. A copy of the Agreement may be requested from the Trustee by writing to the Trustee at 123 South Broad Street, M.B.O., 18th Floor, Philadelphia, Pennsylvania 19109, Attention: Corporation Trust Department. To the extent not defined herein, the capitalized terms used herein have the meanings ascribed to them in the Agreement. This Certificate is issued under and is subject to the terms, provisions and conditions of the Agreement, as amended from time to time; the Certificateholder by virtue of the acceptance hereof, assents and is bound. It is the intent of Pickering Way and the Certificateholders that, for federal and state income and franchise tax purposes only, the Certificates will be evidence of indebtedness of Pickering Way secured by the Receivables. Pickering Way and the Certificateholder, by the acceptance of this Certificate, agree to treat this Certificate for federal and state income and franchise tax purposes as indebtedness of Pickering Way. In addition to the Certificates, a Seller's Certificate will be issued to the Seller pursuant to the Agreement which will represent the Seller's subordinated interest in the Trust. The Seller's Certificate will represent the interest in the Receivables not represented by the Investor Certificates. Interest will be paid quarterly on the fifteenth day of each June, September, December and March (or, if such fifteenth day is not a Business Day, on the next succeeding Business Day) (each a "Payment Date"), at the adjustable rate specified in the Agreement. Interest for a Payment Date will accrue from and including the preceding Payment Date to but excluding the current Payment Date. The Record Date with respect to any Payment Date shall be the last day of the calendar month preceding such Payment Date. No principal will be payable to Certificateholders until the expiration or early termination of the Revolving Period. During the Revolving Period, Collections of Receivables otherwise allocable to the Certificateholders will be paid to the Seller in order to maintain the Seller Interest at the amount of the Initial Investor Interest. On each Payment Date, the Paying Agent shall distribute to each Certificateholder of record on the related Record Date such Certificateholder's pro rata share of amounts on deposit in the Collection Account as are payable to the Certificateholders pursuant to the Agreement. Payments with respect to this Certificate will be made by the Paying Agent by check mailed to the address of the Certificateholder of record appearing in the Certificate Register without the presentation or surrender of this Certificate or the making of any notation (except for the final payment in respect of this Certificate). B-2 Final payment of this Certificate will be made only upon presentation and surrender of this Certificate at the office or agency specified in the notice of final payment delivered by the Trustee to the Certificateholder in accordance with the Agreement. The Seller may repurchase this Certificate at any time for a purchase price equal to the then unpaid principal and interest due to the Certificateholder, plus a premium as determined in accordance with the formula specified in the Agreement. This Certificate does not represent an obligation of, or an interest in, Pickering Way, the Servicer or any affiliate of Pickering Way and is not insured or guaranteed by the Federal Deposit Insurance Corporation or any other governmental agency. This Certificate is limited in right of payment to certain Collections respecting the Receivables (and certain other amounts), all as more specifically set forth hereinabove and in the Agreement. The Agreement may be amended by the Seller, the Servicer and the Trustee, without the consent of the Investor Certificateholder Representative, if such an amendment will not have a material adverse impact on the interests of the Certificateholders. Subject to the preceding paragraph, the Agreement may be amended by the Servicer, the Seller and the Trustee with the consent of the investor Certificateholders Representative, for any reason whatsoever. Any such amendment and any such consent by the Investor Certificateholder Representative shall be conclusive and binding on all Certificateholders and upon all future Holders of this Certificate and of any Certificate issued in exchange hereof or in lieu hereof whether or not notation thereof is made upon this Certificate. The Certificates are issuable only in registered form in denominations of $500,000 and integral multiples of $500,000. The transfer of this Certificate shall be registered in the Certificate Register upon surrender of this Certificate for registration of transfer at any office or agency maintained by the Transfer Agent and Registrar accompanied by a written instrument of transfer, in a form satisfactory to the Trustee and the Transfer Agent and Registrar, duly executed by the Certificateholder or the Certificateholder's attorney, and duly authorized in writing with such signature guaranteed, and thereupon one or more new Certificates of authorized denominations and for the same aggregate amounts will be issued to the designated transferee or transferees. As provided in the Agreement and subject to certain limitations therein set forth, this Certificate is exchangeable for new Certificates evidencing a like aggregate amount, as requested by the Certificateholder surrendering this Certificate. No service charge may be imposed for any such exchange but the Servicer, the Seller or the Transfer Agent and the Registrar may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection therewith. The Servicer, the Trustee, the Paying Agent and the Transfer Agent and Registrar, and any agent of any of them, may treat the person in whose name this Certificate is registered as the owner hereof for all purposes, and neither the Servicer, nor the Trustee, the Paying Agent, the Transfer Agent and Registrar, nor any agent of any of them shall be affected by notice to the contrary except in certain circumstances described in the Agreement. B-3 This Certificate shall be governed by and construed in accordance with and governed by the internal laws of the Commonwealth of Pennsylvania without regard to conflict or choice law or principles. Unless the certificate of authentication hereon has been executed by or on behalf of the Trustee by manual signature, this Certificate shall not be entitled to any benefit under the Agreement, or be valid for any purpose. IN WITNESS WHEREOF, Pickering Way has caused this Certificate to be duly executed. Dated: December 30, 1996 PICKERING WAY FUNDING CORP. By:__________________________________ Vice President B-4 Form of Trustee's Certificate of Authentication ----------------------------------------------- CERTIFICATE OF AUTHENTICATION This is one of the Investor Certificates referred to in the within mentioned Pooling and Servicing Agreement. FIRST UNION NATIONAL BANK, Trustee By:________________________________ Authorized Officer B-5 ASSIGNMENT FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto PLEASE INSERT SOCIAL SECURITY OR OTHER IDENTIFYING NUMBER OF ASSIGNEE(S) (PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS OF ASSIGNED) ..................................................................... ............................................................................... the within Certificate and all rights thereunder, and hereby irrevocably constitutes and appoints ............................................................................... attorney, with full power of substitution in the premises, to transfer said Certificate on the books kept for registration thereof. Dated: ........................................................................ .......................................................... Note: The signature(s) to this Assignment must correspond with the name(s) as written on the face of the within certificate in every particular, without alteration or enlargement or any change whatever. A Non-U.S. Person as defined in the Code must certify to the Trustee in writing as to its Non-U.S. Person status and such further information as may be required under the Code or reasonably requested by the Trustee. B-6 THIS CERTIFICATE NO. 5 IS ISSUED AS A REPLACEMENT AND IN SUBSTITUTION FOR CERTIFICATE NO. 3 PREVIOUSLY ISSUED TO TRANSAMERICA LIFE INSURANCE AND ANNUITY COMPANY No. 4 $23,000,000 PICKERING WAY FUNDING TRUST ASSET BACKED CERTIFICATE THIS CERTIFICATE WAS ISSUED PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER THE SECURITES ACT OF 1933, AS AMENDED.(THE ACT), AND MAY BE SOLD ONLY PURSUANT TO A REGISTRATION STATEMENT EFFECTIVE UNDER THE ACT OR AN EXEMPTION FROM THE PROVISIONS OF SECTION 5 OF THE ACT. IN ADDITION, THE TRANSFER OF THIS CERTIFICATE IS SUBJECT TO RESTRICTIONS SET FORTH IN THE POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN. A COPY OF THE POOLING AND SERVICING AGREEMENT WILL BE FURNISHED TO THE HOLDER OF THIS CERTIFICATE BY THE TRUSTEE UPON WRITTEN REQUEST. This certificate represents an undivided interest in the PICKERING WAY FUNDING TRUST Evidencing an undivided interest in a Trust, the corpus of which consists of a portfolio of receivables (the "Receivables") generated from time to time in the ordinary course of business of Quala Systems, Inc. ("Quala") and Chemical Leaman Tank Lines, Inc. ("Tank Lines"), and Fleet Transport Company, Inc. ("Fleet") and initially contributed or sold by Quala and Tank Lines to Pickering Way Funding Corp. ("Pickering Way") pursuant to the Receivables Contribution and Purchase Agreement between and among Quala, Tank Lines, Chemical Leaman Corporation ("CLC") and Pickering Way dated May 14, 1993, as amended by the First Amendment thereto dated as of December 16, 1994 and as further amended by the Second Amendment thereto dated December 30, 1996, by and among the foregoing parties and Fleet (as so amended, the "RPA"), and immediately thereafter sold by Pickering Way to the Pickering Way Funding Trust (the "Trust") pursuant to the Pooling and Servicing Agreement between and among Pickering Way, CLC and First Union National Bank, successor to First Fidelity Bank, National Association, as successor to Fidelity Bank, National Association, as Trustee for the Trust (the "Trustee") dated May 14, 1993, as amended by the First Amendment thereto dated as of December 16, 1994 and as further amended by the Second Amendment thereto dated as of December 30, 1996 (as so amended, the "Agreement"). (Not an interest in or an obligation of Pickering Way or any Affiliate thereof.) This certifies that TRANSAMERICA LIFE INSURANCE AND ANNUITY COMPANY (the "Certificate holder") is the registered owner of an undivided beneficial interest in the Trust created pursuant to the Agreement. The corpus of the Trust consists of (i) the Receivables now existing and hereafter created and arising from time to time, (ii) all Related Security, (iii) all monies due or to become due with respect thereto, (iv) all rights, remedies, powers and privileges with respect to the Receivables and the Related Security, (v) the rights, remedies, powers and privileges of the Seller (but not its obligations) under the RPA, (vi) all funds on deposit in each of the Accounts (including investments made with such funds), and (vii) all proceeds of the foregoing. C-1 THIS CERTIFICATE NO. 5 IS ISSUED AS A REPLACEMENT AND IN SUBSTITUTION FOR CERTIFICATE NO. 3 PREVIOUSLY ISSUED TO TRANSAMERICA LIFE INSURANCE AND ANNUITY COMPANY This Certificate is one of the duly authorized Investor Certificates issued under the Agreement in the aggregate principal amount of $28,000,000. Each $500,000 minimum denomination of the Certificates represents an undivided 1.785714% interest in the assets of the Trust. Although a summary of certain provisions of the Agreement is set forth below, this Certificate does not purport to summarize the Agreement, is qualified in its entirety by the terms and provisions of the Agreement and reference is made to the Agreement for information with respect to the interests, rights, benefits, obligations, proceeds and duties evidenced hereby and the rights, duties and obligations of the Trustee. A copy of the Agreement may be requested from the Trustee by writing to the Trustee at 123 South Broad Street, M.B.O., 18th Floor, Philadelphia, Pennsylvania 19109, Attention: Corporation Trust Department. To the extent not defined herein, the capitalized terms used herein have the meanings ascribed to them in the Agreement. This Certificate is issued under and is subject to the terms, provisions and conditions of the Agreement, as amended from time to time; the Certificate holder by virtue of the acceptance hereof, assents and is bound. It is the intent of Pickering Way and the Certificate holders that, for federal and state income and franchise tax purposes only, the Certificates will be evidence of indebtedness of Pickering Way secured by the Receivables. Pickering Way and the Certificate holder, by the acceptance of this Certificate, agree to treat this Certificate for federal and state income and franchise tax purposes as indebtedness of Pickering Way. In addition to the Certificates, a Seller's Certificate will be issued to the Seller pursuant to the Agreement which will represent the Seller's subordinated interest in the Trust. The Seller's Certificate will represent the interest in the Receivables not represented by the Investor Certificates. Interest will be paid quarterly on the fifteenth day of each June, September, December and March (or, if such fifteenth day is not a Business Day, on the next succeeding Business Day) (each a "Payment Date"), at the adjustable rate specified in the Agreement. Interest for a Payment Date will accrue from and including the preceding Payment Date to but excluding the current Payment Date. The Record Date with respect to any Payment Date shall be the last day of the calendar month preceding such Payment Date. No principal will be payable to Certificateholders until the expiration or early termination of the Revolving Period. During the Revolving Period, Collections of Receivables otherwise allocable to the Certificateholders will be paid to the Seller in order to maintain the Seller Interest at the amount of the Initial Investor Interest. On each Payment Date, the Paying Agent shall distribute to each Certificateholder of record on the related Record Date such Certificateholder's pro rata share of amounts on deposit in the Collection Account as are payable to the Certificate holders pursuant to the Agreement. Payments with respect to this Certificate will be made by the Paying Agent by check mailed to the address of the Certificate holder of record appearing in the Certificate Register without the presentation or surrender of this Certificate or the making of any notation (except for the final payment in respect of this Certificate). Final payment of this Certificate will be made only upon presentation and surrender of this Certificate at the office or agency specified in the notice of final payment delivered by the Trustee to the Certificate holder in accordance with the Agreement. C-2 THIS CERTIFICATE NO. 5 IS ISSUED AS A REPLACEMENT AND IN SUBSTITUTION FOR CERTIFICATE NO. 3 PREVIOUSLY ISSUED TO TRANSAMERICA LIFE INSURANCE AND ANNUITY COMPANY The Seller may repurchase this Certificate at any time for a purchase price equal to the then unpaid principal and interest due to the Certificate holder, plus a premium as determined in accordance with the formula specified in the Agreement. This Certificate does not represent an obligation of, or an interest in, Pickering Way, the Servicer or any affiliate of Pickering Way and is not insured or guaranteed by the Federal Deposit Insurance Corporation or any other governmental agency. This Certificate is limited in right of payment to certain Collections respecting the Receivables (and certain other amounts), all as more specifically set forth hereinabove and in the Agreement. The Agreement may be amended by the Seller, the Servicer and the Trustee, without the consent of the Investor Certificate holder Representative, if such an amendment will not have a material adverse impact on the interests of the Certificate holders. Subject to the preceding paragraph, the Agreement may be amended by the Servicer, the Seller and the Trustee with the consent of the Investor Certificate holders Representative, for any reason whatsoever. Any such amendment and any such consent by the Investor Certificate holder Representative shall be conclusive and binding on all Certificate holders and upon all future Holders of this Certificate and of any Certificate issued in exchange hereof or in lieu hereof whether or not notation thereof is made upon this Certificate. The Certificates are issuable only in registered form in denominations of $500,000 and integral multiples of $500,000. The transfer of this Certificate shall be registered in the Certificate Register upon surrender of this Certificate for registration of transfer at any office or agency maintained by the Transfer Agent and Registrar accompanied by a written instrument of transfer, in a form satisfactory to the Trustee and the Transfer Agent and Registrar, duly executed by the Certificate holder or the Certificate holder's attorney, and duly authorized in writing with such signature guaranteed, and thereupon one or more new Certificates of authorized denominations and for the same aggregate amounts will be issued to the designated transferee or transferees. As provided in the Agreement and subject to certain limitations therein set forth, this Certificate is exchangeable for new Certificates evidencing a like aggregate amount, as requested by the Certificate holder surrendering this certificate. No service charge may be imposed for any such exchange but the Servicer, the Seller or the Transfer Agent and the Registrar may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection therewith. The Servicer, the Trustee, the Paying Agent and the Transfer Agent and Registrar, and any agent of any of them, may treat the person in whose name this Certificate is registered as the owner hereof for all purposes, and neither the Servicer, nor the Trustee, the Paying Agent, the Transfer Agent and Registrar, nor any agent of any of them shall be affected by notice to the contrary except in certain circumstances described in the Agreement. This Certificate shall be governed by and construed in accordance with and governed by the internal laws of the Commonwealth of Pennsylvania without regard to conflict or choice law or principles. C-3 THIS CERTIFICATE NO. 5 IS ISSUED AS A REPLACEMENT AND IN SUBSTITUTION FOR CERTIFICATE NO. 3 PREVIOUSLY ISSUED TO TRANSAMERICA LIFE INSURANCE AND ANNUITY COMPANY Unless the certificate of authentication hereon has been executed by or on behalf of the Trustee by manual signature, this Certificate shall not be entitled to any benefit under the Agreement, or be valid for any purpose. IN WITNESS WHEREOF, Pickering Way has caused this Certificate to be duly executed. Dated: December 30, 1996 PICKERING WAY FUNDING CORP. By:________________________________ Vice President C-4 THIS CERTIFICATE NO. 5 IS ISSUED AS A REPLACEMENT AND IN SUBSTITUTION FOR CERTIFICATE NO. 3 PREVIOUSLY ISSUED TO TRANSAMERICA LIFE INSURANCE AND ANNUITY COMPANY Form of Trustee's Certificate of Authentication ----------------------------------------------- CERTIFICATE OF AUTHENTICATION This is one of the Investor Certificates referred to in the within mentioned Pooling and Servicing Agreement. FIRST UNION NATIONAL BANK, Trustee By:________________________________ Authorized Officer C-5 THIS CERTIFICATE NO. 5 IS ISSUED AS A REPLACEMENT AND IN SUBSTITUTION FOR CERTIFICATE NO. 3 PREVIOUSLY ISSUED TO TRANSAMERICA LIFE INSURANCE AND ANNUITY COMPANY ASSIGNMENT FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto PLEASE INSERT SOCIAL SECURITY OR OTHER IDENTIFYING NUMBER OF ASSIGNEE(S) | | | | (PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS OF ASSIGNED) ................................................................................ ................................................................................ the within Certificate and all rights thereunder, and hereby irrevocably constitutes and appoints ................................................................................ attorney, with full power of substitution in the premises, to transfer said Certificate on the books kept for registration thereof. Dated: ......................................................................... ................................................................................ Note: The signature(s) to this Assignment must correspond with the name(s) as written on the face of the within certificate in every particular, without alteration or enlargement or any change whatever. A Non-U.S. Person as defined in the Code must certify to the Trustee in writing as to its Non-U.S. Person status and such further information as may be required under the Code or reasonably requested by the Trustee. C-6 THIS CERTIFICATE NO. 5 IS ISSUED AS A REPLACEMENT AND IN SUBSTITUTION FOR CERTIFICATE NO. 3 PREVIOUSLY ISSUED TO TRANSAMERICA LIFE INSURANCE AND ANNUITY COMPANY No.5 $2,000,000 PICKERING WAY FUNDING TRUST ASSET BACKED CERTIFICATE THIS CERTIFICATE WAS ISSUED PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER THE SECURITES ACT OF 1933, AS AMENDED.(THE ACT), AND MAY BE SOLD ONLY PURSUANT TO A REGISTRATION STATEMENT EFFECTIVE UNDER THE ACT OR AN EXEMPTION FROM THE PROVISIONS OF SECTION 5 OF THE ACT. IN ADDITION, THE TRANSFER OF THIS CERTIFICATE IS SUBJECT TO RESTRICTIONS SET FORTH IN THE POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN. A COPY OF THE POOLING AND SERVICING AGREEMENT WILL BE FURNISHED TO THE HOLDER OF THIS CERTIFICATE BY THE TRUSTEE UPON WRITTEN REQUEST. This certificate represents an undivided interest in the PICKERING WAY FUNDING TRUST Evidencing an undivided interest in a Trust, the corpus of which consists of a portfolio of receivables (the "Receivables") generated from time to time in the ordinary course of business of Quala Systems, Inc. ("Quala") and Chemical Leaman Tank Lines, Inc. ("Tank Lines"), and Fleet Transport Company, Inc. ("Fleet") and initially contributed or sold by Quala and Tank Lines to Pickering Way Funding Corp. ("Pickering Way") pursuant to the Receivables Contribution and Purchase Agreement between and among Quala, Tank Lines, Chemical Leaman Corporation ("CLC") and Pickering Way dated May 14, 1993, as amended by the First Amendment thereto dated as of December 16, 1994 and as further amended by the Second Amendment thereto dated December 30, 1996, by and among the foregoing parties and Fleet (as so amended, the "RPA"), and immediately thereafter sold by Pickering Way to the Pickering Way Funding Trust (the "Trust") pursuant to the Pooling and Servicing Agreement between and among Pickering Way, CLC and First Union National Bank, successor to First Fidelity Bank, National Association, as successor to Fidelity Bank, National Association, as Trustee for the Trust (the "Trustee") dated May 14, 1993, as amended by the First Amendment thereto dated as of December 16, 1994 and as further amended by the Second Amendment thereto dated as of December 30, 1996 (as so amended, the "Agreement"). (Not an interest in or an obligation of Pickering Way or any Affiliate thereof.) This certifies that TRANSAMERICA LIFE INSURANCE AND ANNUITY COMPANY (the "Certificate holder") is the registered owner of an undivided beneficial interest in the Trust created pursuant to the Agreement. The corpus of the Trust consists of (i) the Receivables now existing and hereafter created and arising from time to time, (ii) all Related Security, (iii) all monies due or to become due with respect thereto, (iv) all rights, remedies, powers and privileges with respect to the Receivables and the Related Security, (v) the rights, remedies, powers and privileges of the Seller (but not its obligations) under the RPA, (vi) all funds on deposit in each of the Accounts (including investments made with such funds), and (vii) all proceeds of the foregoing. C-1 THIS CERTIFICATE NO. 5 IS ISSUED AS A REPLACEMENT AND IN SUBSTITUTION FOR CERTIFICATE NO. 3 PREVIOUSLY ISSUED TO TRANSAMERICA LIFE INSURANCE AND ANNUITY COMPANY This Certificate is one of the duly authorized Investor Certificates issued under the Agreement in the aggregate principal amount of $28,000,000. Each $500,000 minimum denomination of the Certificates represents an undivided 1.785714% interest in the assets of the Trust. Although a summary of certain provisions of the Agreement is set forth below, this Certificate does not purport to summarize the Agreement, is qualified in its entirety by the terms and provisions of the Agreement and reference is made to the Agreement for information with respect to the interests, rights, benefits, obligations, proceeds and duties evidenced hereby and the rights, duties and obligations of the Trustee. A copy of the Agreement may be requested from the Trustee by writing to the Trustee at 123 South Broad Street, M.B.O., 18th Floor, Philadelphia, Pennsylvania 19109, Attention: Corporation Trust Department. To the extent not defined herein, the capitalized terms used herein have the meanings ascribed to them in the Agreement. This Certificate is issued under and is subject to the terms, provisions and conditions of the Agreement, as amended from time to time; the Certificate holder by virtue of the acceptance hereof, assents and is bound. It is the intent of Pickering Way and the Certificate holders that, for federal and state income and franchise tax purposes only, the Certificates will be evidence of indebtedness of Pickering Way secured by the Receivables. Pickering Way and the Certificate holder, by the acceptance of this Certificate, agree to treat this Certificate for federal and state income and franchise tax purposes as indebtedness of Pickering Way. In addition to the Certificates, a Seller's Certificate will be issued to the Seller pursuant to the Agreement which will represent the Seller's subordinated interest in the Trust. The Seller's Certificate will represent the interest in the Receivables not represented by the Investor Certificates. Interest will be paid quarterly on the fifteenth day of each June, September, December and March (or, if such fifteenth day is not a Business Day, on the next succeeding Business Day) (each a "Payment Date"), at the adjustable rate specified in the Agreement. Interest for a Payment Date will accrue from and including the preceding Payment Date to but excluding the current Payment Date. The Record Date with respect to any Payment Date shall be the last day of the calendar month preceding such Payment Date. No principal will be payable to Certificate holders until the expiration or early termination of the Revolving Period. During the Revolving Period, Collections of Receivables otherwise allocable to the Certificate holders will be paid to the Seller in order to maintain the Seller Interest at the amount of the Initial Investor Interest. On each Payment Date, the Paying Agent shall distribute to each Certificate holder of record on the related Record Date such Certificate holder's pro rata share of amounts on deposit in the Collection Account as are payable to the Certificate holders pursuant to the Agreement. Payments with respect to this Certificate will be made by the Paying Agent by check mailed to the address of the Certificate holder of record appearing in the Certificate Register without the presentation or surrender of this Certificate or the making of any notation (except for the final payment in respect of this Certificate). Final payment of this Certificate will be made only upon presentation and surrender of this Certificate at the office or agency specified in the notice of final payment delivered by the Trustee to the Certificate holder in accordance with the Agreement. C-2 THIS CERTIFICATE NO. 5 IS ISSUED AS A REPLACEMENT AND IN SUBSTITUTION FOR CERTIFICATE NO. 3 PREVIOUSLY ISSUED TO TRANSAMERICA LIFE INSURANCE AND ANNUITY COMPANY The Seller may repurchase this Certificate at any time for a purchase price equal to the then unpaid principal and interest due to the Certificate holder, plus a premium as determined in accordance with the formula specified in the Agreement. This Certificate does not represent an obligation of, or an interest in, Pickering Way, the Servicer or any affiliate of Pickering Way and is not insured or guaranteed by the Federal Deposit Insurance Corporation or any other governmental agency. This Certificate is limited in right of payment to certain Collections respecting the Receivables (and certain other amounts), all as more specifically set forth hereinabove and in the Agreement. The Agreement may be amended by the Seller, the Servicer and the Trustee, without the consent of the Investor Certificate holder Representative, if such an amendment will not have a material adverse impact on the interests of the Certificate holders. Subject to the preceding paragraph, the Agreement may be amended by the Servicer, the Seller and the Trustee with the consent of the Investor Certificate holders Representative, for any reason whatsoever. Any such amendment and any such consent by the Investor Certificate holder Representative shall be conclusive and binding on all Certificate holders and upon all future Holders of this Certificate and of any Certificate issued in exchange hereof or in lieu hereof whether or not notation thereof is made upon this Certificate. The Certificates are issuable only in registered form in denominations of $500,000 and integral multiples of $500,000. The transfer of this Certificate shall be registered in the Certificate Register upon surrender of this Certificate for registration of transfer at any office or agency maintained by the Transfer Agent and Registrar accompanied by a written instrument of transfer, in a form satisfactory to the Trustee and the Transfer Agent and Registrar, duly executed by the Certificate holder or the Certificate holder's attorney, and duly authorized in writing with such signature guaranteed, and thereupon one or more new Certificates of authorized denominations and for the same aggregate amounts will be issued to the designated transferee or transferees. As provided in the Agreement and subject to certain limitations therein set forth, this Certificate is exchangeable for new Certificates evidencing a like aggregate amount, as requested by the Certificate holder surrendering this certificate. No service charge may be imposed for any such exchange but the Servicer, the Seller or the Transfer Agent and the Registrar may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection therewith. The Servicer, the Trustee, the Paying Agent and the Transfer Agent and Registrar, and any agent of any of them, may treat the person in whose name this Certificate is registered as the owner hereof for all purposes, and neither the Servicer, nor the Trustee, the Paying Agent, the Transfer Agent and Registrar, nor any agent of any of them shall be affected by notice to the contrary except in certain circumstances described in the Agreement. This Certificate shall be governed by and construed in accordance with and governed by the internal laws of the Commonwealth of Pennsylvania without regard to conflict or choice law or principles. C-3 THIS CERTIFICATE NO. 5 IS ISSUED AS A REPLACEMENT AND IN SUBSTITUTION FOR CERTIFICATE NO. 3 PREVIOUSLY ISSUED TO TRANSAMERICA LIFE INSURANCE AND ANNUITY COMPANY Unless the certificate of authentication hereon has been executed by or on behalf of the Trustee by manual signature, this Certificate shall not be entitled to any benefit under the Agreement, or be valid for any purpose. IN WITNESS WHEREOF, Pickering Way has caused this Certificate to be duly executed. Dated: December 30, 1996 PICKERING WAY FUNDING CORP. By:______________________________ Vice President C-4 THIS CERTIFICATE NO. 5 IS ISSUED AS A REPLACEMENT AND IN SUBSTITUTION FOR CERTIFICATE NO. 3 PREVIOUSLY ISSUED TO TRANSAMERICA LIFE INSURANCE AND ANNUITY COMPANY Form of Trustee's Certificate of Authentication ----------------------------------------------- CERTIFICATE OF AUTHENTICATION This is one of the Investor Certificates referred to in the within mentioned Pooling and Servicing Agreement. FIRST UNION NATIONAL BANK, Trustee By:________________________________ Authorized Officer C-5 THIS CERTIFICATE NO. 5 IS ISSUED AS A REPLACEMENT AND IN SUBSTITUTION FOR CERTIFICATE NO. 3 PREVIOUSLY ISSUED TO TRANSAMERICA LIFE INSURANCE AND ANNUITY COMPANY ASSIGNMENT FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto PLEASE INSERT SOCIAL SECURITY OR OTHER IDENTIFYING NUMBER OF ASSIGNEE(S) | | | | (PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS OF ASSIGNED) ............................................................................... ............................................................................... the within Certificate and all rights thereunder, and hereby irrevocably constitutes and appoints ............................................................................... attorney, with full power of substitution in the premises, to transfer said Certificate on the books kept for registration thereof. Dated: ........................................................................ Note: The signature(s) to this Assignment must correspond with the name(s) as written on the face of the within certificate in every particular, without alteration or enlargement or any change whatever. A Non-U.S. Person as defined in the Code must certify to the Trustee in writing as to its Non-U.S. Person status and such further information as may be required under the Code or reasonably requested by the Trustee. C-6 THIS CERTIFICATE NO. 5 IS ISSUED AS A REPLACEMENT AND IN SUBSTITUTION FOR CERTIFICATE NO. 3 PREVIOUSLY ISSUED TO TRANSAMERICA LIFE INSURANCE AND ANNUITY COMPANY No. 2 One Unit PICKERING WAY FUNDING TRUST ASSET BACKED CERTIFICATE THIS CERTIFICATE WAS ISSUED PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER THE SECURITES ACT OF 1933, AS AMENDED (THE ACT), AND MAY BE SOLD ONLY PURSUANT TO A REGISTRATION STATEMENT EFFECTIVE UNDER THE ACT OR AN EXEMPTION FROM THE PROVISIONS OF SECTION 5 OF THE ACT. IN ADDITION, THE TRANSFER OF THIS CERTIFICATE IS SUBJECT TO RESTRICTIONS SET FORTH IN THE POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN. A COPY OF THE POOLING AND SERVICING AGREEMENT WILL BE FURNISHED TO THE HOLDER OF THIS CERTIFICATE BY THE TRUSTEE UPON WRITTEN REQUEST. This Certificate represents an undivided interest in the PICKERING WAY FUNDING TRUST Evidencing an undivided interest in a Trust, the corpus of which consists of a portfolio of receivables now existing or hereafter created and other assets and interests constituting the Trust under the Pooling and Servicing Agreement described below. (Not an interest in or an obligation of Pickering Way Funding Corp. or any Affiliate thereof.) This certifies that PICKERING WAY FUNDING CORP. is the registered owner of an undivided interest in a trust (the "Trust"), the corpus of which consists of a portfolio of receivables (the "Receivables") now existing or hereafter acquired by Pickering Way Funding Corp. (the "Seller"), a Delaware corporation, all monies due or to become due with respect thereto, all proceeds (as defined in Section 9-306 of the UCC as in effect in any applicable jurisdiction) relating thereto and such funds as from time to time are deposited in the Collection Account, all as more fully described pursuant to the Pooling and Servicing Agreement dated as of May 14, 1993, as amended by the First Amendment thereto dated as of December 16, 1994 and as further amended by the Second Amendment thereto dated as of December 30, 1996 (as so amended, the "Pooling and Servicing Agreement") between and among Pickering Way Funding Corp., Seller, Chemical Leaman Corporation, Servicer, and First Union National Bank, successor to First Fidelity Bank, National Association, as successor to Fidelity Bank, National Association, Trustee. A summary of certain of the pertinent provisions of the Pooling and Servicing Agreement is set forth herein below. Such summary shall in all cases be subject to the terms set forth in the Pooling and Servicing Agreement. To the extent not defined herein, the capitalized terms used herein have the meanings assigned in the Pooling and Servicing Agreement. This Certificate is issued under and is subject to the terms, provisions and conditions of the Pooling and Servicing Agreement, to which Pooling and Servicing Agreement, as amended from time to time the Holder by virtue of the acceptance hereof assents and by which the Holder is bound. D-1 THIS CERTIFICATE NO. 5 IS ISSUED AS A REPLACEMENT AND IN SUBSTITUTION FOR CERTIFICATE NO. 3 PREVIOUSLY ISSUED TO TRANSAMERICA LIFE INSURANCE AND ANNUITY COMPANY This Certificate has not been registered or qualified under the Securities Act of 1933, as amended, or any state securities law. No sale, transfer or other disposition of this Certificate shall be permitted other than in accordance with the provisions of Section 6.3 of the Pooling and Servicing Agreement. This Certificate is the Seller Certificate (the "Certificate"), which represents an undivided interest in the Trust, including the right to receive the Collections and other amounts at the times and in the amounts specified in the Pooling and Servicing Agreement to be paid to the Holder of the Certificate. The aggregate interest represented by this Certificate at any time in the Receivables and the Related Security in the Trust shall not exceed the Seller Interest at such time. In addition to this Certificate, Investor Certificates have been issued to investors pursuant to the Pooling and Servicing Agreement, each of which will represent an undivided interest in the Trust, to the extent set forth in the Pooling and Servicing Agreement. The Seller Interest shall be the amount defined as such in the Pooling and Servicing Agreement. This Certificate does not represent an obligation of, or any interest in, the Seller or the Servicer, and neither the Certificates nor the Receivables and the Related Security are insured or guaranteed by the Federal Deposit Insurance Corporation or any other governmental agency. This Certificate is limited in right of payment to certain Collections respecting the Receivables and the Related Security, all as more specifically set forth hereinabove and in the Pooling and Servicing Agreement. Unless the certificate of authentication hereon has been executed by or on behalf of the Trustee, by manual signature, this Certificate shall not be entitled to any benefit under the Pooling and Servicing Agreement, or be valid for any purpose. IN WITNESS WHEREOF, Pickering Way Funding Corp. has caused this Certificate to be duly executed. Dated: December 30, 1996 PICKERING WAY FUNDING CORP. By:___________________________________ Vice President D-2 THIS CERTIFICATE NO. 5 IS ISSUED AS A REPLACEMENT AND IN SUBSTITUTION FOR CERTIFICATE NO. 3 PREVIOUSLY ISSUED TO TRANSAMERICA LIFE INSURANCE AND ANNUITY COMPANY Form of Trustee's Certificate of Authentication ----------------------------------------------- CERTIFICATE OF AUTHENTICATION This is the Seller Certificate referred to in the within mentioned Pooling and Servicing Agreement. FIRST UNION NATIONAL BANK, Trustee By:_______________________________ Authorized Officer D-3 Transamerica Life Insurance and Annuity Company 1150 S. Olive Street Los Angeles, CA 90015 Dated as of December_, 1996 Pickering Way Funding Corp. First Union National Bank, as Trustee 102 Pickering Way 123 South Broad Street Exton, PA 19341-0200 Philadelphia, PA 19109 Re: Pickering Way Funding Trust - Second Amendment to Pooling and Servicing Agreement Ladies and Gentlemen: As the Investor Certificate holder Representative under the Pooling and Servicing Agreement dated as of May 14, 1993, among Pickering Way Funding Corp., a Delaware corporation, Chemical Leaman Corporation, a Pennsylvania corporation, and First Union National Bank, successor to First Fidelity Bank, National Association (as successor to Fidelity Bank, National Association), as trustee (the "Trustee"), as amended by the First Amendment thereto dated as of December 16, 1994 (the "Pooling and Servicing Agreement"), Transamerica Life Insurance and Annuity Company hereby consents to the Second Amendment to the Pooling and Servicing Agreement in the form attached hereto as Exhibit A. Very truly yours, TRANSAMERICA LIFE INSURANCE AND ANNUITY COMPANY By:______________________________ Name:____________________________ Title:___________________________ E-1 EXHIBIT F-1 (215) 981-4000 December 30, 1996 Transamerica Life Insurance and Annuity Company Duff & Phelps Credit Rating Co. 1150 S. Olive Street 55 East Monroe Street Los Angeles, CA 90015 Chicago, IL 60603
First Union National Bank, successor to First Fidelity Bank, N.A. 123 South Broad Street M.B.O., 18th Floor Philadelphia, PA 19109 Re: PICKERING WAY FUNDING TRUST --------------------------- Dear Ladies and Gentlemen: We have acted as special counsel to Pickering Way Funding Corp., a Delaware corporation (the "Seller"), Chemical Leaman Corporation, a Pennsylvania corporation (the "Servicer"), and Chemical Leaman Tank Lines, Inc. ("CLTL"), a Delaware corporation, Quala Systems, Inc. ("Quala"), a Delaware corporation and Fleet Transport Company, Inc. ("Fleet"), a Delaware corporation (CLTL, Quala and Fleet, collectively, the Originators"), in connection with (i) the sale and the contribution of certain Receivables by Fleet (the "Fleet Receivables") to the Seller pursuant to the provisions of a Second Amendment, dated of even date herewith (the "Second Amendment") to the Receivables Contribution and Purchase Agreement dated as of May 14, 1993 between and among Seller, the Servicer and the Originators, as previously amended by a First Amendment (the "First Amendment") dated as of December 16, 1994 (as so amended, including by the Second Amendment, the "RPA"), (ii) subsequent transfer of the Fleet Receivables to the Pickering Way Funding Trust (the "Trust") pursuant to the provisions of the Pooling and Servicing Agreement dated as of May 14, 1993, between and among the Seller, the Servicer and the Trustee, as amended by a First Amendment (the "First Pooling Amendment") dated as of December 16, 1994, and a Second Amendment thereto of even date herewith (the "Second Pooling Amendment') and the (as so amended, the "Agreement"), and (iii) the issuance of the Investor Certificates and the Seller Certificates to, respectively, the Investor Certificate holder and the Seller pursuant to the Transamerica Life Insurance and Annuity Company, et al December 30, 1996 Page 2 provisions of the Second Pooling Amendment. Unless otherwise defined herein, capitalized terms used herein shall have the meanings ascribed to then in the Agreement. We have examined copies of the Second Amendment, the RPA, the Second Pooling Amendment, the Agreement, and acknowledgment or other copies of Uniform Commercial Code financing statements filed on behalf of the Seller and the Trustee in the office of the Secretary of State of the Commonwealth of Pennsylvania and of the office of the Chester County Prothonotary and stamped by the appropriate filing officers (collectively, the "Financing Statements"). We have also examined such other documents, agreements, instruments and certificates and made such investigations of law and fact as we have deemed necessary for the purposes of this opinion letter. We have assumed the genuineness of all signatures other than the signatures of the Seller, the Servicer and the Originators, the authenticity of all documents submitted to us as originals and the conformity to the originals of all documents submitted to us as copies of originals. We have also assumed that each party to the Second Amendment and the Second Pooling Amendment and the other documents reviewed by us other than the Seller, the Servicer and the Originators has the power to enter into and perform all of its obligations under the Second Amendment, the Second Pooling Amendment, the Agreement, as amended, the RPA, as amended, and the documents and that the Trustee, the Originators, the Seller and the Servicer will perform such obligations; that each of the Second Amendment and Second Pooling Amendment and the other documents has been duly executed and delivered by each party thereto other than the Seller, the Servicer and the Originators; that each of the Second Amendment and Second Pooling Amendment and the other Documents is valid and binding on each party thereto other than the Seller, the Servicer and the Originators; that the Investor Certificates have been duly issued to the Seller and sold by the Seller to the Investor Certificate holder upon the payment of the appropriate consideration; and that the transfer of the Investor Certificates from the Seller to the Investor Certificate holder vested full title and ownership of that certificate in the Investor Certificate holder free and clear of any lien or other encumbrance created prior to the transfer thereof. We have relied on the accuracy of the representations and warranties of the Seller set forth in the Agreement, as amended, and of Fleet, in the Second Amendment, excluding those set forth in Section 4.1(h) of the RPA and Section 2.4(a)(i) of the Agreement. As to matters of fact relevant to the opinions herein expressed, we have relied upon the representations and warranties contained in the documents we have reviewed in connection herewith (except as excluded in the previous paragraph) and upon certificates of officers of the Seller, the Servicer, and the originators. To the extent that our opinion is based on matters known to us or of which we have knowledge, except as otherwise expressly set forth herein, we have relied solely on a review of such representations, warranties and certificates and we have not undertaken any independent investigation to verify any such matters, and our opinion is, therefore, as to such factual matters, based solely thereon. However, as a result of our representation of the Seller, the Servicer and the Originators, we have no actual knowledge of the inaccuracy of such representations which would relate to the knowledge qualifications in the opinions set forth below. Transamerica Life Insurance and Annuity Company, et al December 30, 1996 Page 3 For the purpose of determining whether the Fleet Receivables are subject to any security interests, liens or encumbrances filed prior to the date or dates shown in the attached Exhibit A ("Search Schedule"), we have also relied on and assume the accuracy and completeness of the certificates of the appropriate public officers or private search services reflecting searches of Public records in the offices and against the entities listed in the Search Schedule. We have assumed with your permission that, except for the filings made pursuant to the Agreement in favor of the Trust and the filings made pursuant to the RPA in favor of the Seller, no filings were made with respect to the Fleet Receivables in a particular filing office between the effective date of the search certificate applicable to that office and the date of this opinion letter. In addition, we have relied, without Investigation, on certificates of the Originators, the Seller and the Trustee to the effect that, as of the date hereof, the Originators, the Seller and the Trustee had no knowledge or notice of any actual or claimed rights, liens or interests in or affecting the Fleet Receivables or the proceeds thereof other than (a) liens for municipal or other local taxes not then due and (b) the rights, liens and interests of the Seller pursuant to the RPA and the Trust pursuant to the Agreement. Furthermore, nothing herein constitutes an opinion that, and we expressly assume that, as represented and warranted by Seller in Section 4.1(h) of the RPA, immediately prior to the conveyance of the Fleet Receivables to the Seller pursuant to the RPA, the originators had good and marketable title to the Fleet Receivables, free and clear of the ownership claims of others and of third parties claiming by, through or under any prior owner or any person or entity asserting an ownership claim. This opinion is limited exclusively to the laws of the Commonwealth of Pennsylvania, the federal laws of the United States of America in effect in the Commonwealth of Pennsylvania and the statutory provisions of the General Corporation Law of the State of Delaware. Based upon and subject to the qualifications, assumptions and matters of reliance set forth herein, we are of the following opinions: 1. The transaction described in the Second Amendment constitutes a sale, transfer and assignment of the Fleet Receivables, a grant of a security interest in the Fleet Receivables, or a combination thereof. The RPA, as amended by the Second Amendment, grants to the Seller a "security interest" (as defined in Section 1201 of the UCC) in the Fleet Receivables and the proceeds thereof. Such security interest constitutes a perfected, first priority security interest in (a) those Fleet Receivables in existence on the date of the execution and delivery of the Second Amendment and (b) those Fleet Receivables coming into existence after the date of the execution and delivery of the Second Amendment at and after the time those Fleet Receivables come into existence. That interest in the Fleet Receivables will not be impaired by either (a) liens or claims against either originator arising before or after the date of the execution and delivery of the Second Amendment or (b) the subsequent bankruptcy or insolvency of Fleet. 2. The transaction described in the Second Pooling Amendment constitutes a sale, transfer and assignment of the Fleet Receivables a grant of a security interest in the Fleet Receivables, or a combination thereof. The Agreement, as amended by the Second Pooling Amendment, grants to the Trust a "security interest" (as defined in Section 1201 of the UCC) in the Fleet Receivables and the proceeds thereof. Such security interest constitutes a perfected, first priority security interest in (a) those Fleet Transamerica Life Insurance and Annuity Company, et al December 30, 1996 Page 4 Receivables in existence on the date of the execution and delivery of the Second Pooling Amendment, and (b) those Fleet Receivables coming into existence after the date of the execution and delivery of the Second Pooling Amendment at and after the time those Fleet Receivables come into existence. That interest in the Fleet Receivables will not be impaired either (a) liens or claims against the Seller arising before or after the date of the execution and delivery of the Second Pooling Amendment or (b) the subsequent bankruptcy or insolvency of the Seller. 3. With respect to the "proceeds" (as defined in Section 9306(a) of the UCC) of the Fleet Receivables (which proceeds include payments received from Obligors), the Trust will cease to have a continuing perfected first priority security interest in such proceeds after ten (10) days from their receipt by the Seller, unless such proceeds constitute identifiable cash proceeds under Section 9306 of the UCC or the Trust otherwise perfects a security interest in the proceeds prior to the end of such period. 4. Except to the extent that the continuation of the perfection of security interests in proceeds after ten (10) days from their receipt by the Seller may require some additional action as described in Paragraph 2 above, no actions other than the filing of the Financing Statements are necessary to perfect and (subject to the remainder of this paragraph) maintain the perfection of the Trust's security interests in the Fleet Receivables and the proceeds thereof or the Trust's interests in the Collection Account. We note that if a change in the Seller's or Fleet's name, identity or corporate structure makes a Financing Statement naming the Seller or Fleet as debtor seriously misleading within the meaning of Section 9402(g) of the UCC or if the Seller or Fleet moves any office at which records concerning the Fleet Receivables are maintained to any location within Vermont or the U.S. Virgin Islands ("Locations") or moves offices to any location in Pennsylvania other than in Chester County or changes the location of their respective chief executive offices, the timely filing of appropriate new financing statements may be necessary to continue the perfection of the Trust's interests in the Fleet Receivables and the proceeds thereof. We have been advised that records concerning the Fleet Receivables are not currently maintained at any of the Locations. We note also that the timely filing of continuation statements will be required to continue the perfection of the interests of the Trust in the Fleet Receivables and the proceeds thereof. We also note that, in Section 13.2 of the Agreement, the Servicer has agreed to take the actions referred to in this paragraph. 5. The funds in the Collection Account allocable and owing to the Investor Certificate holder constitutes the property of the Trust or consist of proceeds in which the Trust has a perfected first priority security interest not subject to any encumbrances or claims arising through or under the so long as Collections are deposited by the Servicer into Collection Account within 10 days after their receipt by the Servicer as required by the Agreement. 6. The bankruptcy, insolvency or appointment of a receiver for the Seller will not (a) affect the perfection or priority or the enforceability of the interests of the Trust in the Fleet Receivables and the proceeds thereof or in funds deposited in the Collection Account (including funds invested by the Trustee Permitted Investments) or (b) impair the rights of the Investor Certificate holder to receive payments from the Collection Account of monies owing to them pursuant to the Agreement. Transamerica Life Insurance and Annuity Company, et al December 30, 1996 Page 5 We express no opinion with respect to the following: (a) The priority of any of the Trust's interests in the Fleet Receivables and the proceeds thereof against, or the impairment of such interest by, (i) interests that arise by operation of law and that do not require any filing, recording or similar action to take priority over perfected security interests and (ii) any governmental statutory liens, including, without limitation, federal, state or local tax liens or liens arising under the Employee Retirement Income Security Act of 1974, as amended and implemented; (b) Fleet Receivables arising after the bankruptcy or the insolvency of the Seller or Fleet or the appointment of a receiver for the Seller or Fleet; (c) Payments from the Collection Account consisting of monies, other than the proceeds of Fleet Receivables; (d) The effect of non-compliance with the federal Assignment of Claims Act; (e) The effect of Section 9306(c) of the Uniform Commercial Code in effect in the Commonwealth of Pennsylvania (the "UCC") on the rights of the Trust in the proceeds of Fleet Receivables held by the Seller or Servicer at the time bankruptcy or insolvency proceedings are instituted by or against the Seller; (f) Whether a court in an equitable proceeding might issue a temporary restraining order or preliminary injunction pending resolution of the Investor Certificateholder's rights in the Fleet Receivables, the proceeds thereof or rights to payment generally; (g) The relationship between the Trustee and the depository of the Collection Account or the effect of the insolvency of such depository or the issuer of any investments contained in the Collection Account. This opinion is given as of the date hereof and is based upon present laws and court decisions as they exist and are construed as of this date. We assume no obligation to update or supplement this opinion to reflect any facts or circumstances which may hereafter come to our attention, or any changes in laws which may hereafter occur. Transamerica Life Insurance and Annuity Company, et al December 30, 1996 Page 6 The opinions set forth herein are intended only for the benefit of the parties to which it is addressed, and it is our understanding and intention that without our written permission this letter will not be delivered to or relied upon by any other person or entity without our prior written consent. Very truly yours, PEPPER, HAMILTON & SCHEETZ By:_________________________________ A Partner EXHIBIT A --------- Search Schedule --------------- All searches performed by CSC Networks/Prentice Hall Debtor Location of Search Date of Search ------ ------------------ -------------- 1. Fleet Transport Company, Inc. PA Secretary of State December 2O, 1996 2. Fleet Transport Company, Inc. Chester County Prothonotary December 2O, 1996 3. Fleet Transport Company, Inc. Chester County Recorder of Deeds December 2O, 1996
A-1 EXHIBIT F-2 (215) 981-4000 December 30, 1996 Transamerica Life Insurance Duff & Phelps Credit Rating Co. and Annuity Company 55 East Monroe Street 1150 S. Olive Street Chicago,IL 60603 Los Angeles, CA 90015 Re: Pickering Way Funding Trust --------------------------- Ladies and Gentlemen: We have acted as special counsel to Pickering Way Funding Corp., a Delaware corporation (the "Seller"), Chemical Leaman Corporation, a Pennsylvania corporation (the "Servicer"), and Chemical Leaman Tank Lines, Inc. ("CLTL"), a Delaware corporation, Quala Systems, Inc. ("Quala"), a Delaware corporation and Fleet Transport Company, Inc. ("Fleet"), a Delaware corporation (CLTL, Quala and Fleet, collectively, the "Originators"), in connection with (i) the amendment of the Receivables Contribution and Purchase Agreement dated as of May 14, 1993 (as amended from time to time, the "Receivables Purchase Agreement") among the Seller, the Servicer and the Originators, pursuant to the terms of the Second Amendment to the Receivables Purchase Agreement of even date herewith (the "Second Amendment"), (ii) the amendment of the Pooling and Servicing Agreement dated as of May 14, 1993 (as amended from time to time, the "Pooling and Servicing Agreement") among the Seller, the Servicer and the Trustee, pursuant to the terms of the Second Amendment to the Pooling and Servicing Agreement (the "Second Pooling Amendment") of even date herewith, and (iii) the agreement of Transamerica Life Insurance and Annuity Company (the "Investor Certificateholder") to purchase as additional Investor Certificate in the principal amount of $23,000,000 pursuant to the terms of a letter agreement of even date herewith (the "Certificate Purchase Agreement") between the Investor Certificateholder and the Seller. Unless otherwise defined herein, capitalized terms used herein shall have the meanings ascribed to them in the Pooling and Servicing Agreement. We have examined copies of the executed Second Amendment, the Receivables Purchase Agreement, the Second Pooling Amendment, the Pooling and Servicing Agreement and the Certificate Purchase Agreement (collectively, the "Amendment Documents"). We have also examined and relied on copies of the Certificate of Incorporation and the By-laws of each of the Seller, the Servicer and the Originators, resolutions or consents of the Board of Directors of each of the Seller, the Servicer and the Originators, and such other agreements, certificates, corporate records, certificates of public officials, Transamerica Life Insurance and Annuity Company Duff & Phelps Credit Rating Co. Page 2 December 30, 1996 Originators, resolutions or consents of the Board of Directors of each of the Seller, the Servicer and the Originators, and such other agreements, certificates, corporate records, certificates of public officials, instruments and documents, and have made such examinations of law and investigations of fact, as we have deemed necessary to form the basis of our opinions set forth herein. We have assumed the genuineness of all signatures, the authenticity of all documents submitted to us as originals, and the conformity to the originals of all documents submitted to us as copies of originals. We have also assumed that each party to the Amendment Documents, other than the Seller, the Servicer and the Originators, has the power to enter into and perform all of its obligations under the Amendment Documents and that the Trustee, the Originators, the Seller and the Servicer will perform such obligations; that each of the Amendment Documents has been duly executed and delivered by each party thereto other than the Seller, the Servicer and the Originators; and that each of the Amendment Documents is valid and binding on each party thereto, other than the Seller, the Servicer and the Originators. As to matters of fact relevant to the opinions set forth herein, we have relied upon the representations and warranties contained in the Amendment Documents and upon certificates of officers of the Seller, the Servicer and the Originators. To the extent that the opinions contained herein are given to the best of our knowledge, such knowledge means the actual knowledge of those attorneys within our firm who have provided substantive representation to the Seller, the Servicer and Originators without investigation and inquiry, and does not include matters of which such attorneys could be deemed to have constructive knowledge. This opinion is limited exclusively to the laws of the Commonwealth of Pennsylvania, the federal laws of the United States of America and the statutory provisions of the General Corporation Law of the State of Delaware. Based on the foregoing and subject to the assumptions and qualifications hereinafter set forth, we are of the opinion that: 1. Each of the Seller and the Originators is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware and, to our knowledge, is duly qualified to do business in all states where the laws of such state require the Seller or any Originator to be so qualified and where the failure to so qualify would have a material adverse affect on its operations or ability to perform its obligations under the Amendment Documents to which it is a party; and each of the Seller and the Originators has the corporate power and authority to execute, deliver and perform under the Amendment Documents to which it is a party. 2. The Servicer is a corporation duly organized, validly existing and in good standing under the laws of the Commonwealth of Pennsylvania and, to our knowledge, is duly qualified to do business in all states where the laws of such state require the Servicer to be so qualified and the failure Transamerica Life Insurance and Annuity Company Duff & Phelps Credit Rating Co. Page 3 December 30, 1996 to so qualify would have a material adverse affect on its operations or ability to perform its obligations under the Amendment Documents to which it is a party; and the Servicer has the corporate power and authority to execute, deliver and perform under the Amendment Documents to which it is a party. 3. The execution, delivery and performance by each of the Seller, the Servicer and the Originators of the Amendment Documents to which it is a party have been duly authorized by all requisite corporate action, and each of the Amendment Documents have been duly executed and delivered by, as applicable, the Seller, the Servicer and the Originators, and constitute the valid, binding and enforceable obligations of, as applicable, the Seller, the Servicer and the Originators enforceable against such party in accordance with their terms. 4. The execution, delivery and performance by each of the Seller, the Servicer and the Originators of the Amendment Documents to which it is a party will not violate (a) any provision of the Certificate of Incorporation or By-Laws of the Seller, the Servicer or the Originators; (b) any law, rule, regulation or any order of any court or other agency of government applicable to the Seller, the Servicer or the Originators of which we have knowledge; or (c) any provision of any material indenture, agreement or other instrument known to us to which the Seller, the Servicer or any Originator is a party, or by which it or any of its properties or assets is bound, or conflict with, result in a breach of or constitute a default under any such indenture, agreement or other instrument or result in the creation or imposition of any material lien, charge or encumbrance of any nature upon any of the properties or assets of the Seller, Servicer and the Originators known to us. 5. To our knowledge, there is no suit, action or proceeding pending or threatened against the Seller, the Servicer or the Originators or in which the Seller, the Servicer or any Originator is a party, before any court, administrative agency or governmental authority which in any case questions the validity of any of the transactions contemplated by the Amendment Documents. The forgoing opinions are subject to the following limitations and qualifications and are based on the following assumptions: (a) We express no opinion as to, and our opinion is qualified by, the effect of any failure to comply with the federal Assignment of Claims Act. (b) With respect to the opinion set forth in paragraph 3 above, the rights of the Trustee and the Seller under the Amendment Documents are subject to the requirement that the Trustee and the Seller act reasonably and in good faith and, in connection with the enforcement of the rights described therein, in a commercially reasonable manner. Transamerica Life Insurance and Annuity Company Duff & Phelps Credit Rating Co. Page 4 December 30, 1996 (c) With respect to the opinion set forth in paragraph 3 above, no opinion is given as to the right to exercise remedies upon the happening of a non-material breach of the Amendment Documents (including material breaches of non-material provisions thereof). (d) No opinion is given herein as to the existence or quality of title with respect to, or the creation, validity or priority of any lien on or security interest in, any collateral or other property. (e) The opinion set forth in paragraph 3 above is subject to any limitations that may be imposed by applicable bankruptcy, insolvency, moratorium or similar laws affecting the rights of creditors generally and by generally applicable equitable principles. No opinion is given with respect to the availability of the remedy of specific-performance or other equitable remedies. This opinion is given as of the date hereof and is based upon present laws and court decisions as they exist and are construed as of this date. We assume no obligation to update or supplement this opinion to reflect any facts or circumstances which may hereafter come to our attention, or any changes in laws which may hereafter occur. The opinions set forth herein are intended only for the benefit of the parties to which it is addressed, and it is our understanding and intention that without our written permission this letter will not be delivered to or relied upon by any other person or entity without our prior written consent. Very truly yours, PEPPER, HAMILTON & SCHEETZ By:______________________________ A Partner EXHIBIT F-3 (215) 981-4385 December 23, 1996 Transamerica Life Insurance and Duff & Phelps Credit Rating Co. Annuity Company 55 East Monroe Street 1150 S. Olive Street Chicago, IL 60603 Los Angeles, CA 90015 Re: Pickering Way Funding Trust --------------------------- Ladies and Gentlemen: On May 14, 1993, Pickering Way Funding Corp., a Delaware corporation (the "Seller"), Chemical Leaman Corporation, a Pennsylvania corporation (the "Servicer"), and Chemical Leaman Tank Lines, Inc., a Delaware corporation ("CLTL"), and Quala Systems, Inc., a Delaware corporation ("Quala") entered into a structured financing transaction (the "Transaction") that included (i) the sale and the contribution of the Receivables(1) by the Originators to the Seller pursuant to the provisions of the Receivables Contribution and Purchase Agreement dated as of May 14, 1993 (the "Receivables Purchase Agreement") among the Seller, the Servicer and the Originators, (ii) the subsequent transfer of the Receivables to the Pickering Way Funding Trust (the "Trust") pursuant to the provisions of the Pooling and Servicing Agreement dated as of May 14, 1993 (the "Pooling and Servicing Agreement") among the Seller, the Servicer and the Trustee, and (iii) the issuance of the Investor Certificate in the principal amount of $23,000,000 and the Seller Certificate to, respectively, the Investor Certificateholder and the Seller pursuant to the provisions of the Pooling and Servicing Agreement. - ------------------------- 1. Unless otherwise defined, capitalized terms used herein shall have the meanings ascribed to them in the Pooling and Servicing Agreement. December 23, 1996 Page 2 In connection therewith, the law firm of Pepper, Hamilton & Scheetz issued to you a reasoned tax opinion dated May 13, 1993 (the "Tax Opinion"), to the effect that, based on the assumptions and subject to the qualifications and analysis set forth therein, the Investor Certificates will be characterized as indebtedness of the Seller for Federal income tax purposes; that the Trust is not subject to Pennsylvania income tax; and that the transfer of the Receivables by the Seller to the Trust will not result in the realization or recognition of income by the Seller for Pennsylvania Corporate Net Income Tax purposes. We have acted as special counsel to the Seller, the Servicer, CLTL, Quala and Fleet Transport Company, Inc. ("Fleet", and together with CLTL and Quala, the "Originators") in connection with (i) the Amendment of the Receivables Purchase Agreement pursuant to the terms of the Second Amendment thereto of even date herewith, (ii) the amendment of the Pooling and Servicing Agreement pursuant to the terms of the Second Amendment thereto of even date herewith, and (iii) the agreement of Transamerica Life Insurance and Annuity Company (the "Investor Certificateholder") to purchase an additional Investor Certificate in the principal amount of $3,000,000 pursuant to the terms of a letter agreement of even date herewith (the "Certificate Purchase Agreement") between the Investor Certificateholder and the Seller.(2) The Second Amendment to the Receivables Purchase Agreement, the Second Amendment to the Pooling and Servicing Agreement and the Certificate Purchase Agreement are referred to herein collectively as the "Amendment Documents". Unless otherwise defined herein, capitalized terms used herein shall have the meanings ascribed to them in the Pooling and Servicing Agreement. The Amendment Documents provide for certain amendments and modifications to the documents governing the Transaction (the "Amendments"), including the following: a. the extension of the term of the Receivables Purchase Agreement and Pooling and Servicing Agreement, and the extension of the maturity date of the Investor Certificates, from December 15, 1997 to December 15, 1999; b. the addition of Fleet as an Originator; and c. the provision for the issuance of additional Investor Certificates in the principal amount of $3,000,000, which the Investor Certificateholder has agreed to purchase upon the request of the Seller at any time during the remaining term of the Transaction. - ------------------------ 2. Each of the Receivables Purchase Agreements and the Pooling and Servicing Agreement were amended by a First Amendment, dated as of December 16, 1994 (the "First Amendment Documents"). In connection with the First Amendment Documents, an additional Investor Certificate was issued in the principal amount of $2,000,000. This firm did not render an opinion in connection with the First Amendment Documents. December 23, 1996 Page 3 In connection with the foregoing, you have asked our opinion with respect to whether the Amendments will adversely affect the opinions expressed in the Tax Opinion, both with respect to the existing $25,000,000 investment and the proposed $3,000,000 additional investment. Our opinion is based on an examination of the Receivables Purchase Agreement, the Pooling and Servicing Agreement, the Certificates, the Amendment Documents, and such other documents, instruments and information as we considered necessary to form the basis of our opinions set forth herein. As to matters of fact relevant to the opinions set forth herein, we have relied upon the representations and warranties contained in the Amendment Documents and upon certificates of officers of the Seller, the Servicer and the Originators. Our opinion regarding Federal income taxation is also based upon the Internal Revenue Code of 1986, as amended (the "Code"), administrative rulings, judicial decisions, Treasury regulations and other applicable authorities thereunder, and the opinions regarding Pennsylvania taxation are based on the relevant Pennsylvania taxing statutes and the authorities thereunder. The statutory provisions, regulations and interpretations on which our opinions are based are subject to change, and such changes could apply retroactively. In addition, there can be no assurance that positions contrary to those stated in our opinion may not be taken by the Internal Revenue Service or by the Department of Revenue of the Commonwealth of Pennsylvania. It is our opinion that the Amendments will have no adverse effect upon the conclusions reached in the Tax Opinion. In addition, it is our opinion that if the additional $3,000,000 of Investor Certificates were to be issued as of the date of this letter pursuant to the Pooling and Servicing Agreement, such additional amount would also constitute indebtedness for Federal income tax purposes. Similarly, the Pennsylvania tax consequences applicable to such additional amount would be the same as for the original amount. We cannot opine with respect to the consequences of the issuance of such additional Investor Certificates on a prospective date, since such consequences would be based upon the state of the Federal and state income tax laws at such time. This opinion is based upon the assumptions and subject to the qualifications and analysis set forth in the Tax Opinion, all of which are incorporated by reference herein. We are qualified to practice law in the Commonwealth of Pennsylvania. We do not purport to express an opinion on any laws other than the law of the Commonwealth of Pennsylvania and the Federal law of the United States. December 23, 1996 Page 4 This opinion is being furnished to you solely for your benefit and is not to be used, circulated, quoted, or otherwise referred to for any purpose without our express written consent. The opinions rendered herein may not be relied upon nor may copies thereof be given to any other parties or person without our prior written consent. Our rendering of this opinion to you does not obligate us to render any further opinion to you or to update this opinion at any time in the future. Very truly yours, Lisa B. Petkun a Partner LBP/pci THIRD AMENDMENT TO POOLING AND SERVICING AGREEMENT ------------------------------- This THIRD AMENDMENT TO PICKERING WAY FUNDING TRUST POOLING AND SERVICING AGREEMENT (the "Third Amendment") is made as of March 30, 1997, by and among Pickering Way Funding Corp., a Delaware corporation (the "Seller"), and Chemical Leaman Corporation, a Pennsylvania corporation ("CLC" and, in its capacity as Servicer sometimes referred to herein as "Servicer"), and First Union National Bank, a national banking association, as successor to First Fidelity Bank, National Association, successor to Fidelity Bank, National Association, in its capacity as Trustee (the "Trustee"). Background ---------- I. The Seller, CLC and the Trustee are parties to a Pooling and Servicing Agreement dated as of May 14, 1993 (as amended from time to time, including by this Third Amendment, the "Pooling and Servicing Agreement"). 1. Pursuant to the Pooling and Servicing Agreement, the Seller conveys to a trust (the "Trust") certain trade receivables and related assets acquired from Chemical Leaman Tank Lines, Inc. and Quala Systems, Inc. (collectively, the "Originators") under a Receivables Contribution and Purchase Agreement among the Originators, the Seller and CLC dated as of May 14, 1993 (the "Receivables Purchase Agreement"). The Trust, in turn, has issued a certificate evidencing an undivided beneficial interest in the Trust to an investor. In addition, the Servicer services the administration and collection of the receivables and other assets so conveyed in accordance with the provisions of the Pooling and Servicing Agreement. 2. Pursuant to a First Amendment to Pooling and Servicing Agreement dated as of December 16, 1994, the Seller, CLC and the Trustee amended and supplemented the Pooling and Servicing Agreement to inter alia, (i) extend the term of the Pooling and Servicing Agreement, (ii) provide for the issuance of an additional investor certificate in the principal amount of $2,000,000, (iii) expand the types of receivables that may be conveyed by the Seller to the Trust under the Pooling and Servicing Agreement, (iv) expand the types of investments which can be made with funds on deposit in certain accounts under the Pooling and Servicing Agreement, (v) reduce the percentage of the Trust assets which the Seller is required to hold, and (vi) reduce the rate of interest paid to the holders of the Trust's investor certificates. 3. Pursuant to a Second Amendment to Pooling and Servicing Agreement dated as of December 30, 1996, the Seller, CLC and the Trustee amended and supplemented the Pooling and Servicing Agreement to inter alia, (i) further extend the term of the Pooling and Servicing Agreement, (ii) provide for the issuance of another additional investor certificate in the principal amount of $3,000,000, (iii) provide for the addition of an additional originator, Fleet Transport Company, Inc., a Delaware corporation, and (iv) amend and modify certain other terms and conditions of the Pooling and Servicing Agreement. 4. The Seller, CLC and the Trustee desire to further amend and supplement the Pooling and Servicing Agreement in order to amend and modify certain other terms and conditions, all as set forth herein. 5. Concurrently with the execution hereof, the Originators, the Seller and CLC are entering into a Third Amendment to the Receivables Purchase Agreement (the "Third Receivables Purchase Amendment"). It is a condition to the effectiveness of the Third Receivables Purchase Amendment that this Third Amendment be executed and delivered to the Seller. IN CONSIDERATION of the foregoing and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto, intending to be legally bound, agree to the following: Section I. Defined Terms. For purposes of this Third Amendment, except as otherwise provided in this Third Amendment, capitalized terms not otherwise defined in this Third Amendment shall have the meanings assigned to such terms in the Pooling and Servicing Agreement, as amended and supplemented hereby. Section II. Amendments to Pooling and Servicing Agreement. A. The following new definition is hereby added to Section 1.1: "Third Pooling and Servicing Amendment" shall mean the Third Amendment to this Agreement dated as of March 30, 1997. B. The definition "Consolidated Shareholders' Equity" in Section 1.1 is hereby amended by adding the following language at the end of the definition: "plus the stock subscription loan receivable in the original amount of $1,520,000 due from David R. Hamilton." C. The definition "Early Redemption Premium" contained in Section 1.1 is hereby deleted in its entirety. D. Section 12.2 "Optional Redemption of Investor Certificates" is hereby deleted in its entirety. E. Section 6.1 is hereby amended by adding the following new subsection (d) immediately after Section 6.1(c): (d) The Investor Certificates shall be automatically amended as set forth in the forms of the amended and restated Investor Certificates attached as Exhibits A, B and C, respectively, to the Third Pooling and Servicing Amendment. Upon surrender of the Investor Certificates by the holders thereof, the amended and restated Investor Certificates shall be issued to such holders in exchange therefor. Section III. Consent of Trustee. The Trustee hereby consents to this Third Amendment and the Third Receivables Purchase Amendment and the transactions contemplated thereby. -2- Section IV. Effectiveness. The effectiveness of this Third Amendment is subject to the following conditions. A. The execution and delivery by the Originators, the Seller and CLC of the Third Receivables Purchase Amendment; B. The written consent of the Investor Certificateholder Representative, substantially in the form attached to this Third Amendment as Exhibit D, consenting to this Third Amendment and the Third Receivables Purchase Amendment and the transactions contemplated thereby. Section V. Authorization/Ratification. A. Each of the Seller, CLC and the Trustee represent and warrant that (i) it has taken all action necessary to authorize it to execute, deliver and perform this Amendment and (ii) each of this Third Amendment and the Pooling and Servicing Agreement, as amended and supplemented hereby, constitute a valid and legally binding obligation of it enforceable against it in accordance with its terms, except as such enforceability may be limited by Debtor Relief Laws. B. Except as expressly set forth in this Third Amendment, the Pooling and Servicing Agreement is hereby ratified and confirmed in all respects. Section VI. Governing Law. This Third Amendment shall be governed and construed in accordance with the laws of the Commonwealth of Pennsylvania, excluding its conflict of laws rules. Section VII. Counterparts. This Third Amendment may be executed in any number of counterparts, each of which when so executed shall be deemed to be an original and all of which when taken together shall constitute one and the same instrument. Delivery of an executed counterpart of a signature page of this Third Amendment by telecopy shall be effective as delivery of a manually executed counterpart of this Third Amendment. -3- IN WITNESS WHEREOF, the parties have caused their duly authorized officers to execute this Third Amendment to Pooling and Servicing Agreement as of the first date written above. Attest: PICKERING WAY FUNDING CORP. By: /s/ [Illegible] By: /s/ David M. Boucher ----------------------------------- -------------------------------- Name: Name: DAVID M. BOUCHER Title: Title: Senior Vice President Attest: CHEMICAL LEAMAN CORPORATION By: /s/ [Illegible] By: /s/ David M. Boucher ----------------------------------- -------------------------------- Name: Name: DAVID M. BOUCHER Title: Title: Senior Vice President Attest: FIRST UNION NATIONAL BANK, as Trustee By: /s/ John H. Clapham By: /s/ Alan G. Finn ----------------------------------- -------------------------------- Name: John H. Clapham Name: Alan G. Finn Title: Vice President Title: Senior Vice President -4- FOURTH AMENDMENT TO POOLING AND SERVICING AGREEMENT ------------------------------- This FOURTH AMENDMENT TO PICKERING WAY FUNDING TRUST POOLING AND SERVICING AGREEMENT (the "Fourth Amendment") is made as of June 11, 1997, by and among Pickering Way Funding Corp., a Delaware corporation (the "Seller"), Chemical Leaman Corporation, a Pennsylvania corporation ("CLC" and, in its capacity as Servicer, sometimes referred to herein as "Servicer"), and First Union National Bank, a national banking association, as successor to First Fidelity Bank, National Association, successor to Fidelity Bank, National Association, in its capacity as Trustee (the "Trustee"). Background ---------- The Seller, CLC and the Trustee are parties to a Pooling and Servicing Agreement dated as of May 14, 1993 (as amended from time to time, including by this Fourth Amendment, the "Pooling and Servicing Agreement"). Pursuant to the Pooling and Servicing Agreement, the Seller conveys to a trust (the "Trust") certain trade receivables and related assets acquired from Chemical Leaman Tank Lines, Inc., Quala Systems, Inc. and Fleet Transport Company, Inc. (collectively, the "Originators") under a Receivables Contribution and Purchase Agreement among the Originators, the Seller and CLC dated as of May 14, 1993 (as amended from time to time, the "Receivables Purchase Agreement"). The Trust has issued certificates evidencing undivided beneficial interests in the Trust to an investor. In addition, the Servicer services the administration and collection of the receivables and other assets so conveyed in accordance with the provisions of the Pooling and Servicing Agreement. The Seller, CLC and the Trustee desire to amend the Pooling and Servicing Agreement as set forth herein. IN CONSIDERATION of the foregoing and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto, intending to be legally bound, agree to the following: Section I. Defined Terms. For purposes of this Fourth Amendment, except as otherwise provided in this Fourth Amendment, capitalized terms not otherwise defined in this Fourth Amendment shall have the meanings assigned to such terms in the Pooling and Servicing Agreement, as amended. Section II. Amendments to Pooling and Servicing Agreement. A. The following new definition is hereby added to Section 1.1: "Fourth Pooling and Servicing Amendment" shall mean the Fourth Amendment to this Agreement dated as of June 11, 1997. B. The Required Net Worth provision in Section 3.5(l) is hereby amended by deleting the amount $21,000,000 and substituting in its place the amount $15,000,000. C. The Termination Event provision set forth in Section 9.1(i) is hereby deleted in its entirety and in its place is substituted the following language: (i) CLC fails to maintain (i) an average Fixed Charge Ratio of at least 1.75 to 1 for any (12) consecutive Accounting Periods, or (ii) a minimum Consolidated Shareholders Equity of at least $15,000,000; Section III. Consent of Trustee. The Trustee hereby consents to this Fourth Amendment. Section IV. Effectiveness. The effectiveness of this Fourth Amendment is subject to the following conditions: A. The issuance by CLC of $100,000,000 of Senior Notes due 2005. B. The written consent of the Investor Certificateholder Representative, substantially in the form attached to this Fourth Amendment as Exhibit A, consenting to this Fourth Amendment. Section V. Authorization/Ratification. A. Each of the Seller, CLC and the Trustee represent and warrant that (i) it has taken all action necessary to authorize it to execute, deliver and perform this Fourth Amendment and (ii) each of this Fourth Amendment and the Pooling and Servicing Agreement, as amended hereby, constitutes a valid and legally binding obligation of it enforceable against it in accordance with its terms, except as such enforceability may be limited by Debtor Relief Laws. B. The Pooling and Servicing Agreement, as amended by this Fourth Amendment, is hereby ratified and confirmed in all respects. Section VI. Governing Law. This Fourth Amendment shall be governed and construed in accordance with the laws of the Commonwealth of Pennsylvania, excluding its conflict of laws rules. Section VII. Counterparts. This Fourth Amendment may be executed in any number of counterparts, each of which when so executed shall be deemed to be an original and all of which when taken together shall constitute one and the same instrument. Delivery of an executed counterpart of a signature page of this Fourth Amendment by telecopy shall be effective as delivery of a manually executed counterpart of this Fourth Amendment. -2- IN WITNESS WHEREOF, the parties have caused their duly authorized officers to execute this Fourth Amendment to Pooling and Servicing Agreement as of the first date written above. Attest: PICKERING WAY FUNDING CORP. By: /s/ Susan M. Conapinski By: /s/ David M. Boucher ---------------------------- --------------------------- Name: Susan M. Conapinski Name: David M. Boucher Title: Assistant Secretary Title: Senior Vice President Attest: CHEMICAL LEAMAN CORPORATION By: /s/ Susan M. Conapinski By: /s/ David M. Boucher ---------------------------- --------------------------- Name: Susan M. Conapinski Name: David M. Boucher Title: Assistant Secretary Title: Senior Vice President Attest: FIRST UNION NATIONAL BANK, as Trustee By: /s/ Terence C. McPoyle By: /s/ Alan G. Finn ---------------------------------- ----------------------------- Name: TERENCE C. McPOYLE Name: ALAN G. FINN Title: Vice President Title: Assistant Vice President -3- Transamerica Life Insurance and Annuity Company 1150 S. Olive Street Los Angeles, CA 90015 Dated as of June 11, 1997 Pickering Way Funding Corp. First Union National Bank, as Trustee 102 Pickering Way 123 South Broad Street Exton, PA 19341-0200 Philadelphia, PA 19109 Re: Pickering Way Funding Trust - Fourth Amendment to Pooling and Servicing Agreement Ladies and Gentlemen: As the Investor Certificateholder Representative under the Pooling and Servicing Agreement dated as of May 14, 1993, as amended, among Pickering Way Funding Corp., a Delaware corporation, Chemical Leaman Corporation, a Pennsylvania corporation, and First Union National Bank, successor to First Fidelity Bank, National Association (as successor to Fidelity Bank, National Association), as Trustee (the "Pooling and Servicing Agreement"), Transamerica Life Insurance and Annuity Company hereby consents to the Fourth Amendment to the Pooling and Servicing Agreement in the form attached hereto as Exhibit A. Very truly yours, TRANSAMERICA LIFE INSURANCE AND ANNUITY COMPANY By: /s/ John Casparian -------------------------------- Name: John Casparian Title: Vice President A-1 EX-10.39 46 CERTIFICATE PURCHASE AGREEMENT Transamerica Life Insurance and Annuity Company 1150 South Olive Street Los Angeles, CA 90015 December 30, 1996 Pickering Way Funding Corp. First Union National Bank, as Trustee 102 Pickering Way 123 South Broad Street Exton, PA 19341-0200 Philadelphia, PA 19109 Re: Pickering Way Funding Trust - Certificate Purchase Agreement ------------------------------------------------------------ Ladies and Gentlemen: On May 14, 1993, Transamerica Life Insurance and Annuity Company (the "Purchaser") purchased a Pickering Way Funding Trust Asset Backed Certificate in the principal amount of $23,000,000 (the "Initial Certificate"), which was issued pursuant to the Pooling and Servicing Agreement dated as of May 14, 1993 (the "Pooling and Servicing Agreement"), among Pickering Way Funding Corp., a Delaware corporation (the "Seller"), Chemical Leaman Corporation, a Pennsylvania corporation (the "Servicer"), and Fidelity Bank, National Association, a national banking association, predecessor to First Union National Bank, as trustee (the "Trustee"). On December 16, 1994, the parties to the Pooling and Servicing Agreement entered into a First Amendment thereto (the "First Pooling Amendment") in connection with which the Initial Certificate was restated, and the Purchaser purchased an additional Pickering Way Funding Trust Asset Backed Certificate in the principal amount of $2,000,000 (the "1994 Certificate", and together with the restated Initial Certificate, the "Existing Certificates"). Concurrently with the execution of this Agreement, the parties to the Pooling and Servicing Agreement have entered into a Second Amendment thereto (the "Second Pooling Amendment"), which provides for, among other things, an extension to the term of the Pooling and Servicing Agreement. Unless otherwise defined herein, all capitalized terms used in this Agreement shall have the meanings set forth in the Pooling and Servicing Agreement, as amended by the First Pooling Amendment and the Second Pooling Amendment. In consideration for the Seller's agreement to extend the term of the Pooling and Servicing Agreement and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged by the Purchaser, and intending to be legally bound hereby, the Purchaser has agreed to purchase in a private sale an additional Pickering Way Funding Trust Asset Backed Certificate in the principal amount of $3,000,000 (the "Additional Certificate"), on the terms and conditions set forth below: 1. Purchase of Additional Certificate. Subject to the terms and conditions of this Agreement, the Purchaser agrees to purchase the Additional Certificate from the Trust for a purchase price of $3,000,000 (the "Commitment Amount"), upon written notice from the Seller that it has elected to issue the Additional Certificate (the "Take-Down Notice"), which may be given by the Seller to the Purchaser at any time during the Term of this Agreement. 2. Term of Agreement. The term of this Agreement (the "Terms") shall commence on the date hereof and shall terminate on the earliest of (i) December 15, 1999, (ii) the Trust Termination Date, or (iii) the date on which the Seller shall terminate this Agreement by written notice to the Purchaser. 3. The Closing of the Purchase. The closing of the purchase of the Additional Certificate (the "Closing") shall be on the date specified by the Seller in the Take-Down Notice (the "Closing Date"), which shall be a Business Day not less than ten (10) days (unless a lesser period is agreed to by each of the parties hereto) or more than thirty (30) days after the date of the Take-Down Notice. The Closing of the purchase shall be effected by the delivery to the Purchaser of the Additional Certificate, dated the Closing Date and duly authenticated by the Trustee, against the Purchaser's payment of the purchase price in immediately available funds. 4. The Additional Certificate. The Additional Certificate shall be issued in accordance with the terms and conditions of the Pooling and Servicing Agreement and, when authenticated by the Trustee, shall be entitled to the benefits of the Pooling and Servicing Agreement and the other Transaction Documents. The Additional Certificate shall be substantially in the form of Exhibit B to the Second Pooling Amendment. 5. Amendment and Restatement of Existing Certificates. The Existing Certificates shall be automatically amended and restated as of the Closing Date as set forth in the form of the amended and restated certificates attached as Exhibits C-1 and C-2 to the Second Pooling Amendment. At the Closing, the Purchaser shall surrender the Existing Certificates to the Trustee in exchange for such amended and restated Existing Certificates. 6. Commitment Fee. The Seller agrees to pay to the Purchaser a commitment fee of one quarter of one percent (0.25%) per annum on the Commitment Amount, from the date of this Agreement until the earlier of the Closing Date or the expiration of the Term hereof. This commitment fee shall be payable annually in advance, commencing on the date of this Agreement and on each anniversary hereof. If the Closing hereunder occurs or the Term hereof expires between anniversary dates, the Purchaser shall refund to the Seller the portion of the annual commitment fee paid by the Seller that is attributable to the remaining portion of the year. 7. Conditions Precedent to Closing. The obligation of the Purchaser to purchase the Additional Certificate shall be subject to the following conditions: (a) The representations and warranties of the Seller, the Servicer and each of the Originators contained herein and in the Transaction Documents shall be true and correct in all material respects on and as of the date of issuance of the Additional Certificate (except to the extent that a different date is specified in any such Transaction Document); (b) No event shall have occurred or condition shall exist, both before and after giving effect to the issuance of the Additional Certificate, which would constitute a Termination Event under the Pooling and Servicing Agreement or the Receivables Purchase Agreement, or which, with the lapse of time or giving of notice or both, would constitute such a Termination Event; and (c) The credit analysis of the investment in the Additional Certificate shall not have been materially and adversely affected after the date hereof as a result of a change in applicable law (whether due to the enactment, adoption, amendment or modification of any law, rule or regulation, the issuance of any judicial or administrative order, decision or ruling, or otherwise) relating to any of the legal issues addressed in the opinions of Pepper Hamilton & Scheetz delivered pursuant to Section 4(d) of the Second Pooling Amendment. -2- 8. Representations and Warranties of the Seller. The Seller represents and warrants to the Purchaser as follows: (a) The Seller is a corporation duly organized and validly existing under the laws of the State of Delaware and has full corporate power, authority and legal right to enter into this Agreement and to execute and deliver the Additional Certificate pursuant hereto. (b) The Seller is duly qualified to do business and is in good standing (or is exempt from such requirement) in any state required in order to conduct its business, and has obtained all necessary licenses and approvals with respect to the Seller required under applicable law. (c) The execution and delivery of this Agreement by the Seller and the consummation of the transactions provided for in this Agreement have been duly authorized by the Seller by all necessary corporate action on its part, and this Agreement has been duly executed by the Seller. (d) This Agreement constitutes a legal, valid and binding obligation of the Seller, enforceable against the Seller in accordance with its terms, except as such enforceability may be limited by Debtor Relief Laws. (e) The execution, delivery and performance of this Agreement by the Seller and the issuance of the Additional Certificate will not (i) contravene its Certificate of Incorporation or By- Laws, (ii) violate any provision of, or require any filing, registration, consent or approval under, any law, rule, regulation, order, writ, judgment, injunction, decree, determination or award presently in effect having applicability to the Seller, except for such filings, registrations, consents or approvals as have already been obtained and are in full force and effect, (iii) result in a breach of or constitute a default or require any consent under any indenture or loan or credit agreement or any other agreement, lease or instrument to which the Seller is a party or by which it or its properties may be bound or affected, or (iv) result in, or require, the creation or imposition of any Lien upon or with respect to any of the properties now owned or hereafter acquired by the Seller other than as specifically contemplated by the Pooling and Servicing Agreement. (f) The execution, delivery and performance of this Agreement by the Seller and the issuance of the Additional Certificate will not conflict with or violate in any material respect any Requirements of Law applicable to the Seller. (g) All approvals, authorizations, consents, orders or other actions of any Person or of any governmental body or official required in connection with the execution, delivery and performance of this Agreement by the Seller and issuance of the Additional Certificate have been obtained. 9. Representations of the Purchaser. The Purchaser hereby represents and agrees as follows: (a) The Purchaser is a corporation duly organized, validly existing and in good standing under the laws of the jurisdiction in which it was incorporated and is authorized to invest in the Additional Certificate being purchased hereby. The person executing this letter on behalf of the Purchaser is duly authorized to do so on the Purchaser's behalf. (b) The Purchaser will be acquiring the Additional Certificate for its own account or for accounts for which it exercises sole investment discretion for the purpose of investment and -3- not with a view to or for sale in connection with any distribution thereof, subject nevertheless to any requirement of law that the disposition of the Purchaser's property shall at all times be and remain within its control, and further subject to the right of Purchaser to sell the Additional Certificate pursuant to and in compliance with Rule 144A promulgated under the Securities Act of 1933, as amended (the "Securities Act"). (c) The Purchaser has received all of the information that it has requested from the Seller concerning the Additional Certificate, the Trust, the Seller, the Originators and the Servicer. The Purchaser has reviewed and understands this information and understands that risks are involved in an investment in the Additional Certificate. The Purchaser has had an opportunity to ask questions, and conduct its own investigation concerning the Trust, the Seller, the Originators and the Servicer, the Additional Certificate and the security for repayment thereof, and has received satisfactory answers to such questions and investigation. (d) The Purchaser has such knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of an investment in the Additional Certificate and the Purchaser (or any account referred to above) is able to bear the economic risks of such an investment. (e) The Purchaser is a "qualified institutional buyer" (as defined in Rule 144A promulgated under the Securities Act), and is an "accredited investor" (as defined in Rule 501 promulgated under the Securities Act). Since the Purchaser is an insurance company and has made the representations set forth above, the issuance of the Additional Certificate to the Purchaser is exempt from qualification under the California Corporate Securities Law of 1968, as amended, pursuant to Section 25102(i) thereof. (f) The Purchaser will comply with all applicable federal and state securities laws, rules and regulations in connection with any subsequent resale of the Additional Certificate by the Purchaser. (g) The Purchaser understands that the Additional Certificate has not been and will not be registered under the Securities Act or any state securities act or any other federal or state laws, that neither the Seller nor the Trustee is required so to register the Additional Certificate, and that the Additional Certificate may be resold only if registered pursuant to the provisions of the Securities Act and other applicable federal and state securities laws, or if an exemption from any requirement of registration is available. (h) The Purchaser is not an employee benefit plan, trust or account, including an individual retirement account, subject to Section 406 of the Employee Retirement Income Security act of 1974, as amended, or subject to Section 4975 of the internal Revenue Code of 1986, as amended, or comparable provisions of any subsequent enactment (any such plan, trust or account being referred to as "Plan"), a trustee of any Plan, or any entity whose underlying assets include the assets of any Plan by reason of such Plan's investment in the entity. (i) Before the Purchaser sells all or any part of the Additional Certificate, the Purchaser will (i) obtain from each purchaser of a Additional Certificate an investment letter, on which the Seller and the Trust shall be expressly permitted to rely, containing the same representations, warranties and agreements contained in subsections (a) through (h) above and in this subsection (i), and (ii) if requested by the Trustee or the Seller, deliver an opinion of counsel, satisfactory in form and substance to -4- the Seller and the Trustee, to the effect that such sale is in compliance with the securities Act and all other applicable federal and state securities laws. (j) The Purchaser acknowledges that compliance with the requirements of subsection (i) above is a condition to registration of the transfer of the Additional Certificate on the Certificate Register. 10. Amendments, Waivers, Etc. No amendment or waiver of any provision of this Agreement or consent to any departure by the Purchaser therefrom shall be effective unless in a writing signed by the Seller and then such amendment, waiver or consent shall be effective only in the specific instance and for the specific purpose for which given. No failure on the part of the Seller to exercise, and no delay in exercising, any right hereunder shall operate as a waiver thereof; nor shall any single or partial exercise of any right hereunder preclude any other or further exercise thereof or the exercise of any other right. 11. Notices, Etc. All notices and other communications hereunder shall, unless otherwise stated herein, be in writing (including facsimile communication) and sent by any national overnight delivery service, by telecopy if sender retains proof of telecopy, or delivered, to each party hereto, at its address set forth below or at such other address as shall be designated by such party in a written notice to the other parties hereto: If to Purchaser: Transamerica Life Insurance and Annuity Company 1150 South Olive Street Los Angeles, CA 90015 Attention: John Casparian, Vice President If to Seller: Pickering Way Funding Corp. 102 Pickering Way Lionville, PA 19341 Attention: President If to Trustee: First Union National Bank. as Trustee 123 South Broad Street Philadelphia, PA 19109 Attention: Corporate Trust Department Notices and communications by (i) facsimile shall be effective when sent if a copy of such facsimile, together with proof of such telecopying, is sent by first class U.S. mail, promptly thereafter to the recipient of such facsimile, (ii) by national overnight delivery service shall be effective the next Business Day; and (iii) notices and communications sent by other means shall be effective when received. 12. Governing Law. This Agreement shall be construed in accordance with the laws of the Commonwealth of Pennsylvania without reference to its conflict of law provisions, and the obligations, rights remedies of the parties hereunder shall be determined in accordance with such laws. -5- 13. Further Assurances. The Seller and the Purchaser agree to do and perform, from time to time, any and all acts and to execute any and all further instruments reasonably required to more fully effect the purposes of this Agreement. 14. Counterparts. This Agreement may be executed in one or more counterparts (and by different parties on separate counterparts), each of which shall be an original, but all of which together shall constitute one and the same instrument. 15. Readings. The headings herein are for purposes of reference only and shall not otherwise affect the meaning or interpretation of any provision of this Agreement. If this Agreement is satisfactory to you, please sign the acceptance below and return this Agreement to the undersigned, whereupon this Agreement will become binding among us in accordance with its terms. Very truly yours, TRANSAMERICA LIFE INSURANCE AND ANNUITY COMPANY By: /s/ John M. Casparian ------------------------------- Name: John M. Casparian Title: Investment Officer ACCEPTED AND AGREED: PICKERING WAY FUNDING CORP. By: /s/ David M. Boucher ----------------------- Name: David M. Boucher Title: FIRST UNION NATIONAL BANK, successor to FIRST FIDELITY BANK, NATIONAL ASSOCIATION, as Trustee By: /s/ Alan G. Finn ----------------------- Name: Alan G. Finn Title Assistant Vice President EX-10.40 47 MARKETING SERVICES AGREEMENT EXHIBIT 10.40 BulkTainer(Register Trademark) Mktg Svcs Agmnt May 18, 1995 BulkTainer(Register Trademark) C.D. No. ______ BulkTainer(Register Trademark) SERVICE MARKETING SERVICES AGREEMENT This Agreement is made this 19th day of May, 1995, between UNION PACIFIC RAILROAD COMPANY, a Utah corporation, maintaining its principal office at 1416 Dodge Street, Omaha, Nebraska 68179 (herein "UPRR") and CHEMICAL LEAMAN TANK LINES, Inc., a Delaware corporation, maintaining its principal office at 102 Pickering Way, Exton, PA 19341-0200 (herein "CLTL"). UPRR and CLTL hereby agree to be bound by the following terms and provlslons: 1. Definitions. a. BulkTainer(Register Trademark) refers to a UPRR owned or leased wheelless tank vehicle, which meets ISO, IMO and AAR 600 design specifications for the transportation of liquid bulk commodities in TOFC (Trailer on Flat Car) and/or COFC (Container of Flat Car) service on American, Canadian and Mexican railroads. b. BulkTainer(Register Trademark) Service is a service provided by Union Pacific Railroad Company that consists of logistics management for the movement of bulk liquids from and to points within the United States, Mexico and Canada in BulkTainers (ISO-type tank containers), including the provision of said containers. This shall also include rail-served, door-to-door shipments moving in containers owned or leased by customer from an entity other than UPRR for customers that have been designated by UPRR. c. "Chemical Waste" or"Waste" shall mean: (a) all waste defined or characterized as hazardous waste under the Resource Conservation and Recovery Act (RCRA) 42 U.S.C. S. 6901 et seq., or the Comprehensive Environmental Response, Compensation and Liability Act (CERCLA), 42 U.S.C. S. 9601 et seq., as each may be amended from time to time, and regulations promulgated thereunder; (b) all polychlorinated biphenyl (PCB) or PCB-contaminated waste; and BulkTainer(Register Trademark) Mktg Svcs Agmnt May 18, 1995 (c) all waste defined or characterized as hazardous, chemical, industrial or special waste by either the principal agency of any state of the United States having jurisdiction over hazardous waste transported under this Agreement or the principal agency of any foreign jurisdiction with respect to hazardous waste generated from outside the United States; PROVIDED, HOWEVER, that the term "Chemical Waste": (1) Is intended to mean and include those substances which are not normally expected to be disposed of by employing generally accepted sanitary landfill disposal methods; and (2) For purposes of this Agreement, shall include radioactive wastes; 2. Term. This Agreement will commence on the date first written above and will remain in effect for a term of one (1) year. This Agreement shall automatically be renewed for subsequent terms of one year each unless either party provides written notice of its intention to terminate this Agreement ninety (90) days prior to the date on which it is to be renewed or unless otherwise terminated pursuant to the terms of this Agreement. 3. Marketing Services. a. UPRR hereby retains CLTL to sell BulkTainer(Register Trademark) Service to customers or classifications of customers specified by UPRR. UPRR will identify those customers to CLTL upon execution of this Agreement. It is further agreed that CLTL may sell, price or otherwise commit BulkTainer(Register Trademark) Service for shipments of Chemical Waste or Waste, provided however that prior to shipment UPRR shall have obtained from the Chemical Waste or Waste customer a fully executed CHEMICAL WASTE SHIPPER AGREEMENT. b. CLTL will diligently, faithfully, loyally and legally use its best efforts to solicit and obtain traffic for the BulkTainer(Register Trademark) Service offered by UPRR. CLTL will exert every effort to uphold the good reputation of UPRR and will not knowingly, recklessly or negligently misrepresent the services and/or abilities of UPRR. CLTL specifically acknowledges that BulkTainer(Register Trademark) Service is a unique service of UPRR for which CLTL is solely a sales representative. c. CLTL agrees to sell BulkTainer(Register Trademark) Service subject to UPRR approved rates, rules, terms and conditions as they are set forth in UPRR circulars including Exempt 28 - Series and/or as may be set forth in applicable transportation contracts. 2 BulkTainer(Register Trademark) Mktg Svcs Agmnt May 18, 1995 4. Pricing. a. BulkTainer(Register Trademark) Service is a unique intermodal service furnished solely by UPRR with a limited amount of equipment over which UPRR must exercise total control in order to provide this service to as many customers as possible. [Therefore, with the exception of final pries and billing, UPRR will retain control over all aspects of BulkTainer(Register Trademark) Service, e.g., order process from customers, managing the shipment from origin to destination, coordinating of BulkTainer(Register Trademark) shipments and maintaining chassis provided by UPRR] All prices will be quoted by UPRR to CLTL on a door-to-door basis unless otherwise requested by CLTL. The objective is to provide a true marketing-type relationship between UPRR and CLTL. This is to be accomplished by joint consultations between UPRR and CLTL concerning the domestic tank container market and door-to-door service requirements. Then UPRR will establish an intermodal price for the subject transportation which will offer customers a competitive transportation option. b. Each price will be in the form of a customer-specific UP BulkTainer(Register Trademark) Price Quotation covering each individual movement. Price Quotations shall remain in effect for ninety (90) days, unless otherwise provided. c. UPRR will develop a rate matrix pricing document for CLTL setting out BulkTainer(Register Trademark) Service's Base Price(s) from and to specific origin(s) and destination(s). This pricing document shall be updated by UPRR as often as necessary to incorporate any new origin(s) and/or destination(s), provided however, the rate matrix pricing document shall be completely reissued and Base Prices adjusted, as necessary, by UPRR on an annual basis. d. CLTL will attempt to identify potential new customers, the service requirements expected by such customers, the carrier(s) currently used by such customers and the transportation costs currently incurred by such customers. This information will be furnished to UPRR along with the potential customer's origin(s), destination(s), commodity and identity of party paying freight charges. 5. Price. a. CLTL may recommend to UPRR the level at which UPRR will have to price BulkTainer(Register Trademark) Service in order to meet competition. UPRR, after consultation with CLTL, will then establish a competitive door-to-door UP BulkTainer(Register Trademark) Price Quotation. 3 BulkTainer(Register Trademark) Mktg Svcs Agmnt May 18, 1995 b. UPRR agrees that CLTL's Base Price for BulkTainer(Register Trademark) Service quoted to CLTL under this Agreement will not be higher than the price quoted to any other entity on BulkTainer(Register Trademark) Service from and to any similar origins or destinations on like commodities. c. The pries quoted by UPRR for CLTL's use with customer will include the base compensation for all services to be provided by UPRR (hereinafter "Base Price"). CLTL may, at its discretion, attempt to sell the BulkTainer(Register Trademark) Service at a price higher than that provided by UPRR. If the customer agrees to the higher price offered by CLTL, UPRR will share the additional revenue with CLTL as set forth in Appendix A. CLTL must advise UPRR immediately of the price accepted by the customer. Notification to UPRR shall be made to: Product Manager-BulkTainer(Register Trademark) Pricing Union Pacific Railroad Company 1416 Dodge Street, Room 530 Omaha, NE 68179-0001 Phone No: (402) 271-5499 Fax No: (402) 271-5608 Notification to CLTL shall be made to: Chemical Leaman Tank Lines, Inc. 102 Pickering Way Exton, PA 19341-0200 Attn:General Manager Intermodal Service Phone No: (215) 363-4200 Fax No: (610) 363-4421 c. UPRR will provide price confirmation documents to CLTL for each quote or series of quotes issued. CLTL shall provide written confirmation of the transportation charge provided to, billed to and agreed to by the customer. d. CLTL agrees to notify UPRR in advance, in accordance with UPRR procedures, of the Bulktainers which will be reloaded and the point to which it is destined. This includes Bulktainers equipment reloaded via reverse routing. CLTL agrees to contact UPRR for disposition of empty equipment which cannot be provided a return load. 4 BulkTainer(Register Trademark) Mktg Svcs Agmnt May 18, 1995 6. Billing/Credit. a. CLTL shall bill the customer the amount set forth in the price confirmation document for each shipment. The freight bill will indicate CLTL as the sales representative for UPRR and refer specifically to the product as Union Pacific BulkTainer(Register Trademark) Service. b. UPRR will bill CLTL for BulkTainer(Register Trademark) Services detailing the 1) base price, 2) UPRR's portion of any additional amount that exceeds the base price. CLTL will pay UPRR the net amount (i.e., price less commission) within 15 days from the date of UPRR's bill. c. CLTL will be responsible for collection and payment of all accessorial charges accrued against customer BulkTainer(Register Trademark) shipments. UPRR agrees to assist the development of shipment of specific data to support the accessorial accrual. CLTL will not be required to remit payment for accessorial charges assessed or incurred by UPRR when: 1) UPRR has failed to provide CLTL with all documentation that supports the accessorial charges, or 2) such charges are unpaid by CLTL's "Bill To" party. CLTL may not waive any accessorial charge(s) unless written authorization granting such waiver is provided by UPRR. 7. Transition Business. CLTL desires to convert its existing ISO-tank intermodal business ("Chem Shuttle") to BulkTainer(Register Trademark) Service as a more efficient service to customers. CLTL agrees to provide UPRR with the specific origin(s)/destination(s) and rail price information of CLTL's current ISO-tank intermodal business ("Chem Shuttle"). UPRR agrees to provide CLTL with the specific origin(s)/destination(s) of select UPRR BulkTainer(Register Trademark) business. Both parties will analyze the others origin/destination and price information and determine if the economics meet current revenue requirements. In the event the price is non-compensatory, then the parties agree to provide their minimum revenue requirements to each other. If the minimum revenue requirements and/or customer position will not support the others revenue needs, then the parties hereto will jointly consider alternative positions. 8. Recordkeeping and Audits: CLTL shall keep accurate records of shipments covered by this Agreement, and designated UPRR personnel or UPRR's agent shall, at reasonable times, have the right to inspect such records kept by CLTL for the purpose of determining compliance with the terms of this Agreement. 5 BulkTainer(Register Trademark) Mktg Svcs Agmnt May 18, 1995 9. CLTL to Furnish Necessary Supplies. Etc. CLTL will, at its own expense, furnish all superintendence, labor, tools, equipment, materials, supplies and all other things necessary for providing the Marketing Services. 10. Non-Employee/Non-Agent Status of CLTL. CLTL is not and will not be considered an employee or an agent of UPRR or any company affiliated with UPRR, it being the intention of the parties that CLTL is and will remain an independent contractor and nothing herein will be construed inconsistent with that status. CLTL will serve only as a sales representative for UPRR's BulkTainer(Register Trademark) Service in order to procure customers for such service. CLTL shall not make any representations that it is an agent for UPRR. Furthermore, CLTL shall not make any representations concerning UPRR or its service without UPRR's consent. 11. Confidentiality. Both parties acknowledge that CLTL's performance of the services under this Agreement will result in the sharing of proprietary, confidential information and the receipt of such information from customers, prospective customers, or other persons. CLTL agrees that CLTL, its officers, agents and employees, will treat any such proprietary, confidential information with the utmost discretion and that they will not disclose such information to any person, firm or entity without the prior written consent of the owner or originator of such information; PROVIDED, HOWEVER, that if either party hereto is required by law, judicial or administrative order or regulation to divulge any such information to a proper public authority, such disclosure may be made in a manner that is agreed to and coordinated with the owner or originator of such information and in such manner as will most effectively protect such information from further disclosure. 12. Indemnity. a. Each party shall indemnify, defend and hold the other party harmless from and against any and all expense, cost and liability to third parties for loss and damage, including but not limited to loss and damage to commodity, personal injury, or death, and property or environmental damage, arising out of or resulting from the wrongful or negligent acts or omissions of such party, its agents and employees. To the extent the proximate cause of the loss, damage, personal injury, death, or property or environmental damage cannot be determined, any amount claimed by the third party shall be apportioned equally between UPRR and CLTL. To the extent an act or omission of either party is not the sole cause but contributes to the above loss or damage, each party shall be liable for only that portion of the loss or damage caused by its negligence. b. CLTL will indemnify UPRR and hold UPRR harmless against and from any liability, loss, damage, claims, demands, costs and atterneys' fees arising from or growing out of any claims or representations by CLTL that go beyond the authority explicitly granted to CLTL by UPRR. 6 BulkTainer(Register Trademark) Mktg Svcs Agmnt May 18, 1995 13. Termination. This Agreement may be terminated by UPRR by giving ninety (90) days prior written notice to CLTL notwithstanding any other provision in this Agreement. Written notice may be given by certified U.S. Mail, return Receipt Requested, wire or facsimile. When given by U.S. Mail notice shall be deemed to commence as of the postmark date. 14. Assignment. CLTL may not assign or sublet this Agreement, or any interest therein, without the prior written consent of UPRR. Subject to the provisions of this Section 14, this Agreement will be binding upon and inure to the benefit of the parties hereto, their successors and assigns. 15. Non-Waiver. The failure of either party to enforce, or the breach or waiver of, any provision or term of this Agreement will not be deemed to be a waiver of such provision or term, or the right of either party thereafter to enforce such term or provision. 16. Compliance with Applicable Law. In the performance of the work specified in this Agreement, CLTL will comply with all applicable federal and state enactments with reference to Employer's Liability, Worker's Compensation, and Worker's Insurance, and will indemnify and hold harmless UPRR and any company affiliated with UPRR against and from any and all liability, damages, claims, demands, costs, and expenses of whatsoever nature due to the existence of such enactments, or resulting from any claim of subrogation provided for by such enactments otherwise. 17. Non-Exclusive. This Agreement does not grant CLTL the exclusive right to perform Marketing Services described in this Agreement. However, CLTL expressly agrees that it shall solicit transportation business involving transportation of liquid commodities in BulkTainer(Register Trademark) or in ISO, IMO or AAR-600 approved intermodal equipment for BulkTainer(Register Trademark) Service for no entity other than UPRR during the term of this Agreement. 18. Notice. Any notice given or required to be given to a CLTL or UPRR pursuant to any provisions of this Agreement shall be given in writing and shall be personally delivered, transmitted electronically or sent by U.S. registered mail, with necessary postage prepaid, to the following: To UPRR: Union Pacific Railroad Company 1416 Dodge Street, Room 530 Omaha, Nebraska 68179-0001 Attn: Manager-BulkTainer Service Phone: (402) 271-4502 Fax: (402) 271-5608 7 BulkTainer(Register Trademark) Mktg Svcs Agmnt May 18, 1995 To CLTL: Chemical Leaman Tank Lines, Inc. 102 Pickering Way Exton, PA 19341-0200 Attn:General Manager Intermodal Services Phone: (215) 363-4200 Fax (610) 363-4421 19. Arbitration. If at any time a question or controversy arises between UPRR and CLTL concerning the construction or interpretation of any part of this Agreement, or concerning the business or manner of transacting business carried under its provisions, or concerning the observance or performance of any of the conditions herein contained or the rights or obligations of either party under or arising from this Agreement, upon which question the parties cannot agree, such questions or controversy shall be submitted to binding arbitration in accordance with the Federal Arbitration Act (9 U.S.C. Section 1 et seq.) and the Commercial Arbitration Rules of the American Arbitration Association. The decision of the arbitrator or arbitrators shall be final and binding upon the parties hereto. Each party to such arbitration shall pay the compensation, costs, fees, and expenses of its own witnesses, exhibits, and counsel. The compensation, costs, fees, and expenses of the arbitrator or arbitrators shall be borne equally by the parties. 20. Entire Understanding. This Agreement, and any Appendix(cies)/Exhibit(s) constitutes the complete and entire agreement for the services defined herein and supersedes all prior and contemporaneous proposals, representations, statements, agreements and promises, express or implied, with respect thereto. This Agreement may be amended only in a writing signed by the parties. 21. Severability. Every provision of this Agreement is intended to be severable. If any term or provision hereof is illegal or invalid for any reason whatsoever, such illegality or invalidity shall not affect the validity or legality of the remainder of this Agreement. 22. Additional Documents. Either party hereto, upon the request of the other party, agrees to perform all further acts and execute, acknowledge, and deliver any documents that may be reasonably necessary, appropriate, or desirable to carry out the provisions of this Agreement. 8 BulkTainer(Register Trademark) Mktg Svcs Agmnt May 18, 1995 IN WITNESS WHEREOF, CLTL and UPRR have executed this Agreement as of the day and year first above written. Witness: UNION PACIFIC RAILROAD COMPANY, /s/ J. W. Maier By /s/ W. J. Rody - ------------------------ ------------------------------- J. W. Maier W. J. Rody Market Manager- Assistant Vice President-Chemicals BulkTainer(Register Trademark) CHEMICAL LEAMAN TANK LINES, INC By /s/ [Illegible] ----------------------------- Date: 5/19/95 -------------------------- 9 BulkTainer(Register Trademark) Mktg Svcs Agmnt May 18, 1995 BULKTAINER(Register Trademark) SERVICE MARKETING SERVICES AGREEMENT APPENDIX A CLTL will receive the following Compensation for sales and services provided under this Agreement for specific customers who purchase BulkTainer(Register Trademark). Service from UPRR as a result of CLTL's efforts: UPRR will pay CLTL Compensation which will be calculated as shown below. Compensation refers to the amount of money CLTL will be paid for each BulkTainer(Register Trademark) shipment moved for a UPRR customer that exceeds the Base Price set by UPRR. UPRR will pay Compensation to CLTL in accordance with the following formula: 1. CLTL receives as Compensation, 8% of the base Price. 2. Compensation exceeding the Base Price will be apportioned: 50% - UPRR 50% - CLTL Example ------- UPRR Base Price: $3,260 CLTL Sold Price: $4,000 ------ Difference: $740 Apportionment ------------- CLTL UPRR $3,260.00 X 8% = $261.00 $3,280.00 X 92% = $2,999.00 $740.00 X 50% = $370.00 $ 740.00 X 50% = $ 370.00 ------- --------- Total $631.00 Total $3,369.00 Witness: UNION PACIFIC RAILROAD COMPANY, /s/ J.W.Maier By /s/ W. J. Rody - -------------------------- ------------------------------ J.W.Maier W. J. Rody Assistant Vice President - Chemicals CHEMICAL LEAMAN TANK LINES, Inc. By: /s/ [Illegible] ----------------------------- Date: 5/19/95 -------------------------- 10 EX-12.1 48 COMPUTATION OF RATIOS EXHIBIT 12.1 CHEMICAL LEAMAN CORPORATION AND SUBSIDIARIES COMPUTATION OF RATIOS (DOLLARS IN THOUSANDS)
SIX MONTHS ENDED YEAR ENDED DECEMBER 31, ------------------- ------------------------------------------ JUNE 30, JUNE 29, 1992 1993 1994 1995 1996 1996 1997 ------ ------ ------ ------ ------ -------- -------- Earnings: Earnings (loss) before income taxes and extraordinary items.................... $2,093 $ 910 $1,775 $ 551 ($ 116) $ 664 ($2,931) Fixed Charges............................ 4,936 4,753 5,604 6,512 8,596 3,531 5,095 ------ ------ ------ ------ ------ ------ ------- Earnings(1)................................ $7,029 $5,663 $7,379 $7,063 $8,480 $4,195 $ 2,164 ====== ====== ====== ====== ====== ====== ======= Fixed Charges: Interest Expense......................... 4,278 4,016 4,946 5,978 7,553 3,092 4,515 Preferred Dividend Requirements.......... 65 195 325 262 592 270 297 Imputed interest on operating lease obligations expense interest........... 593 542 333 272 452 169 284 ------ ------ ------ ------ ------ ------ ------- Fixed charges(2)........................... $4,936 $4,753 $5,604 $6,512 $8,596 $3,531 $ 5,095 ====== ====== ====== ====== ====== ====== ======= Ratio of earnings to fixed charges(1)/(2)........................... 1.42 1.19 1.32 1.08 N/A 1.19 N/A ====== ====== ====== ====== ====== ====== ======= Deficiency of earnings available to cover fixed charges............................ N/A N/A N/A N/A $ 116 N/A $2,931 ====== ====== ====== ====== ====== ====== =======
EX-21.1 49 CHEMICAL LEAMAN CORPORATION SUBSIDIARIES EXHIBIT 21.1 Chemical Leaman Corporation Subsidiaries Company State of Incorporation ------- ---------------------- Chemical Properties, Inc. Pennsylvania Capacity Management Systems, Inc. Pennsylvania Core Logistics Management, Inc. Delaware EnviroPower, Inc. Delaware Leaman Air Services, Inc. Delaware Pickering Way Funding Corp. Delaware Power Purchasing, Inc. Delaware Chemical Leaman Tank Lines, Inc. Delaware Fleet Transport Company, Inc. Delaware Quala Systems, Inc. Delaware American Transinsurance Group, Inc. Delaware EX-23.1 50 CONSENT OF ARTHUR ANDERSEN LLP EXHIBIT 23.1 CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS As independent public accountants, we hereby consent to the use of our report and to all references to our Firm included in or made a part of this registration statement. ARTHUR ANDERSEN LLP Philadelphia, Pennsylvania August 4, 1997 EX-24.(A) 51 CERTIFIED CORPORATE RESOLUTION CHEMICAL LEAMAN CORPORATION Certified Corporate Resolution ------------------------------ David M. Boucher hereby certifies that: (i) he is the duly elected and acting Secretary of Chemical Leaman Corporation, a corporation duly organized and existing under the laws of the Commonwealth of Pennsylvania (the "Company"); (ii) attached hereto and hereby incorporated herein by reference is a true copy of a resolution duly adopted by the board of directors of the Company; and (iii) such resolution has not subsequently been rescinded, amended or otherwise modified and is still in full force and effect. August 4, 1997 /s/ David M. Boucher ------------------------- David M. Boucher Secretary FURTHER RESOLVED, that each director and officer who executes the Exchange Offer Registration Statement or the Shelf Registration Statement (collectively the "Registration Statements") or any amendment thereto or any document in connection therewith (whether for or on behalf of the Company, as a director or officer of the Company, by attesting to the seal of the Company or otherwise) be, and each such director and officer hereby is, authorized and empowered to execute a power of attorney appointing any or all of the Authorized Officers his true and lawful attorney-in-fact and agent to execute, in his name, place and stead, in any and all capacities, the Registration Statements and any and all amendments thereto, including post-effective amendments, and to file the same with the SEC, each of said attorneys to have full power and authority to do and perform in the name and on behalf of each of said directors and officers every act whatsoever necessary or advisable to be done in connection with the Registration Statements as fully as any such officer or director might or could do in person. EX-25.1 52 FORM T-1 SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM T-1 STATEMENT OF ELIGIBILITY UNDER THE TRUST INDENTURE ACT OF 1939 OF A CORPORATION DESIGNATED TO ACT AS TRUSTEE CHECK IF AN APPLICATION TO DETERMINE ELIGIBILITY OF A TRUSTEE PURSUANT TO SECTION 305(b)(2)___ FIRST UNION NATIONAL BANK (Name of Trustee) 22-1147033 (I.R.S. Employer Identification No.) 102 PENNSYLVANIA AVENUE, AVONDALE, PENNSYLVANIA (Address of Principal Executive Offices) 19311 (Zip Code) CHEMICAL LEAMAN CORPORATION (Exact name of registrants as specified in their charters) PENNSYLVANIA (State of Incorporation) 23-2021808 (I.R.S. Employer Identification No.) 102 PICKERING WAY EXTON, PA 19341-0200 (610) 363-4200 (Address of Principal Executive Offices) DEBT SECURITIES SENIOR NOTES DUE 2005 (Title of Indenture Securities) 1. General information. Furnish the following information as to the trustee: (a) Name and address of each examining or supervisory authority to which it is subject: Comptroller of the Currency United States Department of the Treasury Washington, D.C. 20219 Federal Reserve Bank (3rd District) Philadelphia, Pennsylvania 19106 Federal Deposit Insurance Corporation Washington, D.C. 20429 (b) Whether it is authorized to exercise corporate trust powers. Yes. 2. Affiliations with obligor. If the obligor is an affiliate of the trustee, describe each such affiliation. None. 3. Voting securities of the trustee. Furnish the following information as to each class of voting securities of the trustee: Not applicable - see answer to item 13. 4. Trusteeships under other indentures. If the trustee is a trustee under another indenture under which any other securities, or certificates of interest or participation in any other securities, of the obligor are outstanding, furnish the following information: Not applicable - see answer to item 13. 2 5. Interlocking directorates and similar relationships with the obligor or underwriters. If the trustee or any of the directors or executive officers of the trustee is a director, officer, partner, employee, appointee, or representative of the obligor or of any underwriter for the obligor, identify each such person having any such connection and state the nature of each such connection. Not applicable - see answer to item 13. 6. Voting securities of the trustee owned by the obligor or its officials. Furnish the following information as to the voting securities of the trustee owned beneficially by the obligor and each director, partner, and executive officer of the obligor: Not applicable - see answer to item 13. 7. Voting securities of the trustee owned by underwriters or their officials. Furnish the following information as to the voting securities of the trustee owned beneficially by each underwriter for the obligor and each director, partner, and executive officer of each such underwriter: Not applicable - see answer to item 13. 8. Securities of the obligor owned or held by the trustee. Furnish the following information as to securities of the obligor owned beneficially or held as collateral security for obligations in default by the trustee: Not applicable - see answer to item 13. 9. Securities of underwriters owned or held by the trustee. If the trustee owns beneficially or holds as collateral security for obligations in default any securities of an underwriter for the obligor, furnish the following information as to each class of securities of such underwriter any of which are so owned or held by the trustee: Not applicable - see answer to item 13. 10. Ownership or holdings by the trustee of voting securities of certain affiliates or security holders of the obligor. 3 If the trustee owns beneficially or holds as collateral security for obligations in default voting securities of a person who, to the knowledge of the trustee (1) owns 10 percent or more of the voting stock of the obligor or (2) is an affiliate, other than a subsidiary, of the obligor, furnish the following information as to the voting securities of such person: Not applicable - see answer to item 13. 11. Ownership or holdings by the trustee of any securities of a person owning 50 percent or more of the voting securities of the obligor. If the trustee owns beneficially or holds as collateral security for obligations in default any securities of a person who, to the knowledge of the trustee, owns 50 percent or more of the voting securities of the obligor, furnish the following information as to each class of securities of such person any of which are so owned or held by the trustee: Not applicable - see answer to item 13. 12. Indebtedness of the obligor to the trustee. Except as noted in the instructions, if the obligor is indebted to the trustee, furnish the following information: Not applicable - see answer to item 13. 13. Defaults by the obligor. (a) State whether there is or has been a default with respect to the securities under this indenture. Explain the nature of any such default. None. (b) If the trustee is a trustee under another indenture under which any other securities, or certificates of interest or participation in any other securities, of the obligor are outstanding, or is trustee for more than one outstanding series of securities under the indenture, state whether there has been a default under any such indenture or series, identify the indenture or series affected, and explain the nature of any such default. None 14. Affiliations with the underwriters. If any underwriter is an affiliate of the trustee, describe each such affiliation. Not applicable - see answer to item 13. 4 15. Foreign trustee. Identify the order or rule pursuant to which the trustee is authorized to act as sole trustee under indentures qualified or to be qualified under the Act. Not applicable - trustee is a national banking association organized under the laws of the United States. 16. List of Exhibits. List below all exhibits filed as part of this statement of eligibility. 1. Copy of Articles of Association of the trustee as now in - ---- effect.** 2. Copy of the Certificate of the Comptroller of the Currency - ---- dated January 11, 1994, evidencing the authority of the trustee to transact business.* 3. Copy of the authorization of the trustee to exercise fiduciary - ---- powers.* 4. Copy of existing by-laws of the trustee.** - ---- 5. Copy of each indenture referred to in Item 4, if the obligor - ---- is in default, not applicable. X 6. Consent of the trustee required by Section 321(b) of the Act. - --- X 7. Copy of report of condition of the trustee at the close of - ---- business on March 31, 1997, published pursuant to the requirements of its supervising authority. 8. Copy of any order pursuant to which the foreign trustee is - ---- authorized to act as sole trustee under indentures qualified or to be qualified under the Act, not applicable. 5 9. Consent to service of process required of foreign trustees - ---- pursuant to Rule 10a-4 under the Act, not applicable. *Previously filed with the Securities and Exchange Commission on February 11, 1994 as an exhibit to Form T-1 in connection with Registration Statement No. 22-73340 and ** previously filed with the Securities and Exchange Commission on May 5, 1997 as an exhibit to Form T-1 in connection with Registration Statement No. 333-23791 and incorporated herein by reference. NOTE The trustee disclaims responsibility for the accuracy or completeness of information contained in this Statement of Eligibility and Qualification not known to the trustee and not obtainable by it through reasonable investigation and as to which information it has obtained from the obligor and has had to rely or will obtain from the principal underwriters and will have to rely. SIGNATURE Pursuant to the requirements of the Trust Indenture Act of 1939, the trustee, First Union National Bank, a national banking association organized and existing under the laws of the United States of America, has duly caused this Statement of Eligibility to be signed on its behalf by the undersigned, thereunto duly authorized, all in the City of Philadelphia and Commonwealth of Pennsylvania, on the 9th day of July, 1997. FIRST UNION NATIONAL BANK By: /s/Alan G. Finn ------------------------- Alan G. Finn Assistant Vice President 6 EXHIBIT 4 CONSENT OF TRUSTEE Pursuant to the requirements of Section 321(b) of the Trust Indenture Act of 1939, and in connection with the proposed issue of Chemical Leaman Corporation, we hereby consent that reports of examinations by Federal, State, Territorial or District authorities may be furnished by such authorities to the Securities and Exchange Commission upon request therefor. FIRST UNION NATIONAL BANK By: /s/Alan G. Finn ------------------------- Alan G. Finn Assistant Vice President Philadelphia, PA July 9, 1997 REPORT OF CONDITION EXHIBIT 7 Consolidating domestic and foreign subsidiaries of the First Union National Bank, Avondale, Pennsylvania, at the close of business on March 31, 1997, published in response to call made by Comptroller of the Currency, under title 12, United States Code, Section 161. Charter Number 33869 Comptroller of the Currency Northeastern District. Statement of Resources and Liabilities ASSETS Thousand of Dollars ------------------- Cash and balance due from depository institutions: Noninterest-bearing balances and currency and coin......... 1,589,725 Interest-bearing balances.................................. 144,932 Securities................................................... ///////// Hold-to-maturity securities................................ 406,600 Available-for-sale securities.............................. 2,331,814 Federal funds sold and securities purchased under agreements to resell ...................................... 2,102,868 Loans and lease financing receivables: Loan and leases, net of unearned income......19,281,909 LESS: Allowance for loan and lease losses.......243,522 LESS: Allocated transfer risk reserve.................0 Loans and leases, net of unearned income, allowance, and reserve...................................................... 19,038,387 Assets held in trading accounts.............................. 0 Premises and fixed assets (including capitalized leases)..... 405,170 Other real estate owned...................................... 49,059 Investment in unconsolidated subsidiaries and associated ////////// companies.................................................... 32,905 Customer's liability to this bank on acceptances outstanding................................................ 45,474 Intangible assets............................................ 411,739 Other assets................................................. 642,043 Total assets................................................. 27,200,716 LIABILITIES Deposits: In domestic offices..................................... 21,310,047 Noninterest-bearing......................4,381,335 Interest-bearing........................16,928,712 In foreign offices, Edge and Agreement subsidiaries, and IBFs................................................ 519,225 Noninterest-bearing............................215 Interest-bearing...........................519,010 Federal funds purchased and securities sold under agreements to repurchase................................................ 1,771,997 Demand notes issued to the U.S. Treasury..................... 99,991 Trading liabilities.......................................... 0 Other borrowed money:....................................... ///////// With original maturity of one year or less................... 12,151 With original maturity of more than one year............ 14,852 Not Applicable............................................... ///////// Bank's liability on acceptances executed and outstanding..... 45,884 Subordinated notes and debentures............................ 450,000 Other liabilities............................................ 642,872 Total liabilities............................................ 24,867,019 Limited-life preferred stock and related surplus............. 0 EQUITY CAPITAL Perpetual preferred stock and related surplus................ 160,540 Common Stock................................................. 452,156 Surplus...................................................... 1,300,080 Undivided profits and capital reserves....................... 452,724 Net unrealized holding gains (losses) on available-for-sale securities.................................................. (31,803) Cumulative foreign currency translation adjustments.......... 0 Total equity capital......................................... 2,333,697 Total liabilities, limited-life preferred stock and equity capital.................................................... 27,200,716 EX-27 53 FINANCIAL DATA SCHEDULE
5 1,000 6-MOS YEAR YEAR DEC-31-1997 DEC-31-1996 DEC-31-1995 JAN-01-1997 JAN-01-1996 JAN-01-1995 JUN-29-1997 DEC-31-1996 DEC-31-1995 14,723 5,788 8,523 0 0 0 15,406 36,859 28,850 664 570 323 0 0 0 40,750 52,177 44,362 237,645 228,713 186,092 127,008 119,924 109,321 177,528 182,544 136,405 31,925 39,751 33,630 0 0 0 5,318 5,318 2,600 0 0 0 2,677 2,677 2,810 10,476 13,046 16,969 177,528 182,544 136,405 0 0 0 156,545 281,075 245,706 0 0 0 154,796 274,433 239,287 165 (795) (110) 0 0 0 4,515 7,553 5,978 (2,931) (116) 551 (1,223) (46) 220 (1,708) (162) 331 0 0 0 (199) 0 0 0 0 0 (1,907) (162) 331 0 0 0 0 0 0
EX-99.1 54 LETTER OF TRANSMITTAL EXHIBIT 99.1 LETTER OF TRANSMITTAL CHEMICAL LEAMAN CORPORATION OFFER TO EXCHANGE ALL OF ITS 10 3/8% SENIOR NOTES DUE 2005 FOR ITS 10 3/8% SENIOR NOTES DUE 2005 PURSUANT TO THE PROSPECTUS DATED ____ __ 1997 ------------------------------------------------------------------ THE EXCHANGE OFFER WILL EXPIRE AT 5:00 P.M., NEW YORK CITY TIME, ON , 1997, UNLESS EXTENDED. ------------------------------------------------------------------ The Exchange Agent for the Exchange Offer is: FIRST UNION NATIONAL BANK By Mail By Hand/Overnight Express: First Union National Bank First Union National Bank 1525 West W.T. Harris Boulevard 3C3 1525 West W.T. Harris Boulevard 3C3 Charlotte, North Carolina 28288 Charlotte, North Carolina 28288 Attention: Michael Klotz Attention: Michael Klotz By Facsimile Transmission: (704) 590-7628 To confirm receipt: (704) 590-7408 DELIVERY OF THIS INSTRUMENT TO AN ADDRESS OTHER THAN AS SET FORTH ABOVE, OR TRANSMISSION OF INSTRUCTIONS VIA A FACSIMILE NUMBER OTHER THAN THE ONE LISTED ABOVE, WILL NOT CONSTITUTE A VALID DELIVERY. THE INSTRUCTIONS CONTAINED HEREIN SHOULD BE READ CAREFULLY BEFORE THIS LETTER OF TRANSMITTAL IS COMPLETED. The undersigned acknowledges receipt of the Prospectus, dated ____ __, 1997 ("Exchange Offer"), of Chemical Leaman Corporation, a Pennsylvania corporation (the "Company"), relating to the offer of the Company, upon the terms and subject to the conditions set forth in the Exchange Offer and in this Letter of Transmittal and the instructions hereto (which together with the Exchange Offer and the instructions hereto constitute the "Offer"), to exchange its 10 3/8% Senior Notes due 2005 ("New Notes") for any and all of its outstanding 10 3/8% Senior Notes due 2005 ("Old Notes"), at the rate of $1,000 principal amount of the New Notes for each $1,000 principal amount of the Old Notes. Capitalized terms used but not defined herein have the meanings given to them in the Exchange Offer. The undersigned has completed the appropriate boxes below and signed this Letter of Transmittal to indicate the action the undersigned desires to take with respect to the Offer. 1 This Letter of Transmittal is to be used whether the Old Notes are to be physically delivered herewith, or whether guaranteed delivery procedures or book-entry delivery procedures are being used, pursuant to the procedures set forth under "The Exchange Offer" in the Exchange Offer. If delivery of Old Notes is to be made by book-entry transfer to the account maintained by the Exchange Agent at The Depository Trust Company ("DTC"), this Letter of Transmittal need not be manually executed, provided, however, that tenders of Old Notes must be effected in accordance with the procedures mandated by DTC and the procedures set forth in the Exchange Offer under the caption "The Exchange Offer -- Procedures for Tendering Old Notes -- Book Entry Delivery." If a person or entity in whose name Old Notes are registered on the books of the Registrar (a "Registered Holder") desires to tender Old Notes and such Old Notes are not immediately available or time will not permit all documents required by the Offer to reach the Exchange Agent (or such Registered Holder is unable to complete the procedure for book-entry transfer on a timely basis) prior to the Expiration Date, a tender may be effected in accordance with the guaranteed delivery procedures set forth in the Exchange Offer under the caption "The Exchange Offer -- Procedures for Exchanging Old Notes -- Guaranteed Delivery Procedures." See Instruction 1. PLEASE READ THE ACCOMPANYING INSTRUCTIONS CAREFULLY LADIES AND GENTLEMEN: Upon the terms and subject to the conditions of the Offer, the undersigned hereby tenders to the Company the principal amount of the Old Notes indicated below. Subject to, and effective upon, the acceptance for exchange of the Old Notes tendered hereby, the undersigned hereby irrevocably sells, assigns and transfers to or upon the order of the Company all right, title and interest in and to such Old Notes and hereby irrevocably constitutes and appoints the Exchange Agent the true and lawful agent and attorney-in-fact of the undersigned (with full knowledge that said exchange agent also acts as the agent of the Company) with respect to such Old Notes, with full power of substitution (such power of attorney being deemed to be an irrevocable power coupled with an interest), to take such further action as may be required in connection with the delivery, tender and exchange of the Old Notes. The undersigned acknowledges that this Offer is being made in reliance on an interpretation by the staff of the Securities and Exchange Commission (the "SEC") that the New Notes issued pursuant to the Exchange Offer in exchange for the Old Notes may be offered for resale, resold and otherwise transferred by holders thereof (other than (i) a broker-dealer who purchased Old Notes directly from the Company for resale pursuant to Rule 144A under the Securities Act of 1933, as amended (the "Securities Act"), or (ii) a person that is an "affiliate" of the Company within the meaning of Rule 405 under the Securities Act) without compliance with the registration and prospectus delivery provisions of the Securities Act provided that such New Notes are acquired in the ordinary course of such holders' business and such holders have no arrangement with any person to participate in the distribution of such New Notes. See "Morgan Stanley & Co. Inc.," SEC No-Action Letter (available June 5, 1991); The Exchange Offer under the caption "The Exchange Offer -- Resales of the New Notes." THE UNDERSIGNED UNDERSTANDS AND AGREES THAT THE COMPANY RESERVES THE RIGHT NOT TO ACCEPT TENDERED OLD NOTES FROM ANY TENDERING HOLDER IF THE COMPANY DETERMINES, IN ITS SOLE AND ABSOLUTE DISCRETION, THAT SUCH ACCEPTANCE COULD RESULT IN A VIOLATION OF APPLICABLE SECURITIES LAWS. The undersigned, if the undersigned is a beneficial holder, represents, or, if the undersigned is a broker, dealer, commercial bank, trust company or other nominee, represents that it has received representations from the beneficial owners of the Old Notes stating, (as defined in the Exchange Offer) that (i) the New Notes to be acquired in connection with the Exchange Offer by the Eligible Holder and each Beneficial Owner of the Old Notes are being acquired by the Eligible Holder (as defined in the Exchange Offer) and each 2 Beneficial Owner in the ordinary course of business of the Eligible Holder and each Beneficial Owner, (ii) the Eligible Holder and each Beneficial Owner are not participating, do not intend to participate, and have no arrangement or understanding with any person to participate, in the distribution of the New Notes, (iii) the Eligible Holder and each Beneficial Owner acknowledge and agree that any person participating in the Exchange Offer for the purpose of distributing the New Notes must comply with the registration and prospectus delivery requirements of the Securities Act in connection with a secondary resale transaction of the New Notes acquired by such person and cannot rely on the position of the staff of the Commission set forth in no-action letters that are discussed in the Exchange Offer under the caption "The Exchange Offer -- Resales of the New Notes," (iv) that if the Eligible Holder is a broker-dealer holding Old Notes acquired for its own account as a result of market-making activities or other trading activities, it will deliver a prospectus meeting the requirements of the Securities Act in connection with any resale of New Notes received in respect of such Old Notes pursuant to the Exchange Offer; provided that the delivery of a Prospectus in connection with the exchange of Old Notes by such an Eligible Holder will not be deemed an admission that such Eligible Holder is an underwriter within the meaning of the Securities Act, (v) the Eligible Holder and each Beneficial Owner understand that a secondary resale transaction described in clause (iii) above should be covered by an effective registration statement containing the selling security holder information required by item 507 of Regulations S-K of the Securities Act and (vi) neither the Eligible Holder nor any Beneficial Owner is an "affiliate," as defined under Rule 405 of the Securities Act, of the Company or any of the Guarantors except as otherwise disclosed to the Company in writing. In addition, if the undersigned is not a broker-dealer, the undersigned represents that it is not engaged in, and does not intend to engage in, a distribution of New Notes. If the undersigned is a broker-dealer holding Old Notes acquired for its own account as a result of market-making activities or other trading activities, it will deliver a prospectus meeting the requirements of the Securities Act in connection with any resale of New Notes received in respect of such Old Notes pursuant to the Exchange Offer; however, by so acknowledging and by delivering a prospectus, the undersigned will not be deemed to admit that it is an "underwriter" within the meaning of the Securities Act. The undersigned understands and acknowledges that the Company reserves the right in its sole discretion to purchase or make offers for any Old Notes that remain outstanding subsequent to the Expiration Date or as set forth in the Exchange Offer under the caption "The Exchange Offer -- Conditions of the Exchange Offer," to terminate the Exchange Offer and, to the extent permitted by applicable law, purchase Old Notes in the open market, in privately negotiated transactions or otherwise. The term of any such purchases or offers could differ from the terms of the Exchange Offer. The undersigned hereby represents and warrants that the undersigned accepts the terms and conditions of the Offer, has full power and authority to tender, exchange, assign and transfer the Old Notes tendered hereby, and that when the same are accepted for exchange by the Company, the Company will acquire good and unencumbered title thereto, free and clear of all liens, restrictions charges and encumbrances and not subject to any adverse claim or right. The undersigned will, upon request, execute and deliver any additional documents deemed by the Exchange Agent or the Company to be reasonably necessary or desirable to complete the sale, assignment and transfer the Old Notes tendered hereby. The undersigned agrees that all authority conferred or agreed to be conferred by this Letter of Transmittal and every obligation of the undersigned hereunder shall be binding upon the successors, assigns, heirs, executors, administrations, trustees in bankruptcy and legal representatives of the undersigned and shall not be affected by, and shall survive, the death or incapacity of the undersigned. 3 The undersigned understands that tenders of the Old Notes pursuant to any one of the procedures described under "The Exchange Offer -- Procedures for Tendering Old Notes" in the Exchange Offer and in the instructions hereto will constitute a binding agreement between the undersigned and the Company in accordance with the terms and subject to the conditions of the Offer. The undersigned understands that by tendering Old Notes pursuant to one of the procedures describe in the Exchange Offer and the instructions thereto, the tendering holder will be deemed to have waived the right to receive any payment in respect of interest on the Old Notes accrued up to the date of issuance of the New Notes. The undersigned recognizes that, under certain circumstances set forth in the Exchange Offer, the Company may not be required to accept for exchange any of the Old Notes tendered. Old Notes not accepted for exchange or withdrawn will be returned to the undersigned as the address set forth below unless otherwise indicated under "Special Delivery Instructions" below. Unless otherwise indicated herein under the box entitled "Special Exchange Instructions" below, please deliver New Notes in the name of the undersigned. Similarly, unless otherwise indicated under the box entitled "Special Delivery Instructions" below, please send New Notes to the undersigned at the address shown below the signature of the undersigned. The undersigned recognizes that the Company has no obligation pursuant to the "Special Exchange Instructions" to transfer any Old Notes from the name of the Registered Holder thereof if the Company does not accept for exchange any of the principal amount of such Old Notes so tendered. 4 THE UNDERSIGNED BY COMPLETING THE BOX "DESCRIPTION OF OLD NOTES" BELOW AND SIGNING THIS LETTER, WILL BE DEEMED TO HAVE TENDERED THE OLD NOTES AND MADE CERTAIN REPRESENTATIONS DESCRIBED HEREIN AND IN THE EXCHANGE OFFER. PLEASE SIGN HERE (TO BE COMPLETED BY ALL TENDERING HOLDERS) (SEE INSTRUCTIONS 1 AND 3 AND THE FOLLOWING PARAGRAPH) (IMPORTANT: ALSO COMPLETE SUBSTITUTE FORM W-9 ON THE REVERSE SIDE) - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- SIGNATURE(S) OF OWNER(S) Dated: , 199 -------------------------------------------------------------------- If the holder(s) is/are tendering any Old Notes, this Letter of Transmittal must be signed by the Registered Holder(s) as the name(s) appear(s) on the Old Notes or on a security position listing or by person(s) authorized to become Registered Holder(s) by endorsements and documents transmitted herewith. If signature is by a trustee, executor, administrator, guardian, officer or other person acting in a fiduciary or representative capacity, please set forth full title. See Instruction 3. Name(s) ------------------------------------------------------------------------- - -------------------------------------------------------------------------------- (PLEASE TYPE OR PRINT) Capacity: ---------------------------------------------------------------------- Address: ----------------------------------------------------------------------- (INCLUDE ZIP CODE) Area Code and Telephone Number ------------------------------------------------- Tax Identification or Social Security No(s).: -------------------------------------------------------- (SEE INSTRUCTION 12 AND COMPLETE SUBSTITUTE FORM W-9 ON THE REVERSE SIDE) SIGNATURE GUARANTEE (IF REQUIRED BY INSTRUCTION 3) Signature(s) Guaranteed by an Eligible Institution: Authorized Signature: ---------------------------------------------------------- Printed Name: ------------------------------------------------------------------ Title: ------------------------------------------------------------------------- Name of Firm: ------------------------------------------------------------------ Address: ----------------------------------------------------------------------- - ------------------------------------------------------------------------------ (INCLUDE ZIP CODE) Area Code and Telephone Number ------------------------------------------------- Dated: , 199 ------------------------------------------------------------------- IMPORTANT: THIS LETTER OR A FACSIMILE HEREOF (TOGETHER WITH THE OLD NOTES OR A NOTICE OF GUARANTEED DELIVERY AND ALL OTHER REQUIRED DOCUMENTS) MUST BE RECEIVED BY THE EXCHANGE AGENT PRIOR TO 5:00 P.M., NEW YORK CITY TIME, ON THE EXPIRATION DATE. 5 List below the Old Notes to which this Letter of Transmittal relates. If the space provided below is inadequate, the certificate numbers and principal amounts should be listed on a separate signed schedule affixed thereto. See Instruction 7. The minimum permitted tender is $1,000 principal amount of Old Notes; all other tenders must be in integral multiples of $1,000. DESCRIPTION OF OLD NOTES
- ----------------------------------------------------------------------------------------------------------------- (I) (II) (III) (IV) AGGREGATE PRINCIPAL PRINCIPAL NAME(S) AND ADDRESS(ES) OF HOLDER(S) CERTIFICATE AMOUNT AMOUNT (PLEASE FILL IN, IF BLANK) NUMBER(S) REPRESENTED TENDERED - ----------------------------------------------------------------------------------------------------------------- - ------------------------------------------ - ------------------------------------------ - ------------------------------------------ - ------------------------------------------ TOTAL - -----------------------------------------------------------------------------------------------------------------
* Unless otherwise indicated in the column labeled "Principal Amount Tendered" and subject to the terms and conditions of the Offer, the undersigned will be deemed to have tendered the entire aggregate principal amount represented by the Old Notes indicated in the column labeled "Aggregate Principal Amount Represented." See Instruction 8. [ ] CHECK HERE IF TENDERED OLD NOTES ARE ENCLOSED HEREWITH. [ ] CHECK HERE IF TENDERED OLD NOTES ARE BEING DELIVERED PURSUANT TO A NOTICE OF GUARANTEED DELIVERY PREVIOUSLY DELIVERED TO THE EXCHANGE AGENT AND COMPLETE THE FOLLOWING (See Instructions 1 and 3): Name(s) of Registered Holder(s): ---------------------------------------- Date of Execution of Notice of Guaranteed Delivery: --------------------- Name of Eligible Institution that Guaranteed Delivery: ------------------- [ ] CHECK HERE IF YOU ARE A BROKER-DEALER AND WISH TO RECEIVE 10 ADDITIONAL COPIES OF THE PROSPECTUS AND 10 COPIES OF ANY AMENDMENTS OR SUPPLEMENTS THERETO. Name: ------------------------------------------------------------------- Address: ---------------------------------------------------------------- ---------------------------------------------------------------- If delivery of Old Notes is to be made by book-entry transfer to the account maintained by the Exchange Agent at DTC, then tenders of Old Notes must be effected in accordance with the procedures mandated by DTC and the procedures set forth in the Exchange Offer under the caption "The Exchange Offer -- Procedures for Tendering Old Notes -- Book Entry Delivery." 6 SPECIAL EXCHANGE INSTRUCTIONS (SEE INSTRUCTIONS 4 AND 5) To be completed ONLY if Old Notes in a principal amount not exchanged and/or New Notes are to be registered in the name of or issued to someone other than the person or persons whose signature(s) appear(s) on this Letter of Transmittal above. Issue and mail: (check appropriate box(es)): [ ] New Notes to: [ ] Old Notes to: Name(s) ------------------------------------------------------------------------ (PLEASE TYPE OR PRINT) - -------------------------------------------------------------------------------- (PLEASE TYPE OR PRINT) Address ------------------------------------------------------------------------ - -------------------------------------------------------------------------------- (ZIP CODE) - -------------------------------------------------------------------------------- EMPLOYER IDENTIFICATION OR SOCIAL SECURITY NUMBER (COMPLETE THE SUBSTITUTE FORM W-9) SPECIAL DELIVERY INSTRUCTIONS (SEE INSTRUCTIONS 4 AND 5) To be completed ONLY if Old Notes in a principal amount not exchanged and/or New Notes are to be sent to someone other than the person or persons whose signature(s) appear(s) on this Letter of Transmittal above or to such person or persons at an address other than that shown in the box entitled "Description of Old Notes" on this Letter of Transmittal above. Mail and deliver: (check appropriate box(es)): [ ] New Notes to: [ ] Old Notes to: Name(s) ------------------------------------------------------------------------ (PLEASE TYPE OR PRINT) - -------------------------------------------------------------------------------- (PLEASE TYPE OR PRINT) Address ------------------------------------------------------------------------ - -------------------------------------------------------------------------------- (ZIP CODE) - -------------------------------------------------------------------------------- EMPLOYER IDENTIFICATION OR SOCIAL SECURITY NUMBER 7 TO BE COMPLETED BY ALL EXCHANGING HOLDERS (SEE INSTRUCTION 5)
- -------------------------------------------------------------------------------------------------------------- PAYER'S NAME: ------------------------------------------------------ - -------------------------------------------------------------------------------------------------------------- SUBSTITUTE Part 1 - PLEASE PROVIDE YOUR TIN Social security number(s) Form W-9 IN THE BOX AT RIGHT AND CERTIFY BY OR SIGNING AND DATING BELOW. ----------------------------------- Employer Identification Numbers ----------------------------------------------------------------------------------- Department of the Part 2 - Certificates - Under penalties of perjury, I certify Treasury that: Internal Revenue (1) The number shown on this form is my correct taxpayer Service identification number (or I am waiting for a number to be Payer's Request for issued for me), and Taxpayer (2) I am not subject to backup withholding because: (a) I am Identification exempt from backup withholding, or (b) I have not been Number ("TIN") notified by the internal Revenue Service (IRS) that I am subject to backup withholding as a result of a failure to report all interest or dividends, or (c) the IRS has notified me that I am no longer subject to backup withholding. Certification Instructions - You must cross out item (2) above if you have been notified by the IRS that you are currently subject to backup withholding because of underreporting interest or dividends on your tax return. SIGNATURE DATE Part 3 - Waiting TIN / / --------------------------- --------------- - --------------------------------------------------------------------------------------------------------------
NOTE: FAILURE TO COMPLETE AND RETURN THIS FORM MAY RESULT IN BACKUP WITHHOLDING OF 31 PERCENT OF ANY PAYMENTS MADE TO YOU PURSUANT TO THE OFFER. PLEASE REVIEW THE ENCLOSED GUIDELINES FOR CERTIFICATION OF TAXPAYER IDENTIFICATION NUMBER ON SUBSTITUTE FORM W-9 FOR ADDITIONAL DETAILS. YOU MUST COMPLETE THE FOLLOWING CERTIFICATE IF YOU CHECKED THE BOX IN PART 3 OF THE SUBSTITUTE FORM W-9. CERTIFICATE OF AWAITING TAXPAYER IDENTIFICATION NUMBER I certify under penalties of perjury that a taxpayer identification number has not been issued to me, and either (1) I have mailed or delivered an application to receive a taxpayer identification number to the appropriate Internal Revenue Service Center or Social Security Administration Office of (2) I intend to mail or deliver an application in the near future. I understand that if I do not provide a taxpayer identification number by the time of payment, 31% of all payments of the Purchase Price made to me thereafter will be withheld until I provide a number. Signature Date -------------------------------- -------------------------- 8 INSTRUCTIONS FORMING PART OF THE TERMS AND CONDITIONS OF THE OFFER 1. Delivery of this Letter of Transmittal and Old Notes: Guaranteed Delivery Procedures. To be effectively tendered pursuant to the Offer, the Old Notes, together with a properly completed Letter of Transmittal (or manually signed facsimile hereof) duly executed by the Registered Holder thereof, and any other documents required by this Letter of Transmittal must be received by the Exchange Agent at one of its addresses set forth on the front page of this Letter of Transmittal and tendered Old Notes must be received by the Exchange Agent at one of such addresses on or prior to the Expiration Date; provided, however, that book-entry transfers of Old Notes may be effected in accordance with the procedures set forth in the Exchange Offer under the caption "The Exchange Offer -- Procedures For Tendering Old Notes -- Book Entry Delivery." If the Beneficial Owner of any Old Notes is not the Registered Holder, then such person may validly tender such person's Old Notes only by obtaining and submitting to the Exchange Agent a properly completed Letter of Transmittal from the Registered Holder. LETTERS OF TRANSMITTAL OF OLD NOTES SHOULD BE DELIVERED ONLY BY HAND OR BY COURIER, OR TRANSMITTED BY MAIL, AND ONLY TO THE EXCHANGE AGENT AND NOT TO THE COMPANY OR TO ANY OTHER PERSON. THE METHOD OF DELIVERY OF OLD NOTES AND ALL OTHER REQUIRED DOCUMENTS TO THE EXCHANGE AGENT IS AT THE ELECTION AND RISK OF THE HOLDER, AND IF SUCH DELIVERY IS BY MAIL, IT IS SUGGESTED THAT THE HOLDER USE PROPERLY INSURED, REGISTERED MAIL WITH RETURN RECEIPT REQUESTED. IF OLD NOTES ARE SENT BY MAIL, IT IS SUGGESTED THAT THE MAILING BE MADE SUFFICIENTLY IN ADVANCE OF THE EXPIRATION DATE TO PERMIT DELIVERY TO THE EXCHANGE AGENT PRIOR TO 5:00 P.M., NEW YORK CITY TIME, ON THE EXPIRATION DATE. If a holder desires to tender Old Notes and such holder's Old Notes are not immediately available or time will not permit such holder to complete the procedures for book-entry transfer on a timely basis or time will not permit such holder's Letter of Transmittal and other required documents to reach the Exchange Agent on or before the Expiration Date, such holder's tender may be effected if: (a) such tender is made by or through an Eligible Institution (as defined below); (b) on or prior to the Expiration Date, the Exchange Agent has received a telegram, facsimile transmission or letter form such Eligible Institution setting forth the name and address of the holder of such Old Notes, the certificate number(s) of such Old Notes (except in the case of book-entry tenders) and the principal amount of Old Notes tendered and stating that the tender is being made thereby and guaranteeing that, within three business days after the Expiration Date, a duly executed Letter of Transmittal, or facsimile thereof, together with the Old Notes, and any other documents required by this Letter of Transmittal and Instructions, will be deposited by such Eligible Institution with the Exchange Agent; and (c) this Letter of Transmittal, or a manually signed facsimile hereof, and Old Notes, in proper form for transfer (or a Book-Entry confirmation with respect to such Old Notes), and all other required documents are received by the Exchange Agent within three business days after the Expiration Date. 2. Withdrawal of Tenders. Tendered Old Notes may be withdrawn at any time prior to 5:00 p.m., New York City time, on the Expiration Date. 9 To be effective, a written, telegraphic or facsimile transmission notice of withdrawal must (i) be timely received by the Exchange Agent at one of its addresses set forth on the first page of this Letter of Transmittal before the Exchange Agent receives notice of acceptance from the Company, (ii) specify the name of the person who tendered the Old Notes, (iii) contain the description of the Old Notes to be withdrawn, the certificate number(s) of such Old Notes (except in the case of book-entry tenders) and the aggregate principal amount represented by such Old Notes or a Book-Entry Confirmation with respect to such Old Notes, and (iv) be signed by the holder of such Old Notes in the same manner as the original signature appears on this Letter of Transmittal (including any required signature guarantees) or be accompanied by evidence satisfactory to the Company that the person withdrawing the tender has succeeded to the beneficial ownership of the Old Notes. The signature(s) on the notice of withdrawal must be guaranteed by an Eligible Institution unless such Old Notes have been tendered (i) by a Registered Holder (which term for purposes of this document shall include any participant tendering by book-entry transfer) of Old Notes who has not completed either the box entitled "Special Exchange Instruction" or the box entitled "Special Delivery Instructions" on this Letter of Transmittal or (ii) for the account of an Eligible Institution. If the Old Notes have been tendered pursuant to the procedure for book-entry tender set forth in the Exchange Offer under the caption "Exchanging Book Entry Old Notes," a notice of withdrawal is effective immediately upon receipt by the Exchange Agent of a written, telegraphic or facsimile transmission notice of withdrawal even if physical release is not yet effected. In addition, such notice must specify, in the case of Old Notes tendered by delivery of such Old Notes, the name of the Registered Holder (if different from that of the tendering holder) to be credited with the withdrawn Old Notes. Withdrawals may not be rescinded, and any Old Notes withdrawn will thereafter be deemed not validly tendered for purposes of the Offer. However, properly withdrawn Old Notes may be retendered by following one of the procedures described under "The Exchange Offer -- Procedures for Tendering Old Notes" in the Exchange Offer at any time on or prior to the applicable Expiration Date. 3. Signatures on this Letter of Transmittal, Bond Powers and Endorsements; Guarantee of Signatures. If this Letter of Transmittal is signed by the Registered Holder of the Old Notes tendered hereby, the signature must correspond exactly with the name as written on the face of the Old Notes without any change whatsoever. If any Old Notes tendered hereby are owned of record by two or more joint owners, all such owners must sign this Letter of Transmittal. If any Old Notes tendered hereby are registered in different names, it will be necessary to complete, sign and submit as many separate copies of this Letter of Transmittal as there are different registrations of Old Notes. When this Letter of Transmittal is signed by the Registered Holder or Holders specified herein and tendered hereby, no endorsements of such Old Notes or separate bond powers are required. If, however, New Notes are to be issued, or any untendered principal amount of Old Notes are to be reissued to a person other than the Registered Holder, then endorsements of any Old Notes transmitted hereby or separate bond powers are required. If this Letter of Transmittal is signed by a person other than the Registered Holder or Holders, such Old Notes must be endorsed or accompanied by appropriate bond powers, in either case signed exactly as the name or names of the Registered Holder or Holders appear(s) on the Old Notes. If this Letter of Transmittal or a Notice of Guaranteed Delivery or any Old Notes or bond powers are signed by trustees, executors, administrators, guardians, attorneys-in-fact, officers of corporations or others acting in a fiduciary or representative capacity, such persons should so indicate when signing, and, unless waived by the Company, proper evidence satisfactory to the Company of their authority so to act must be submitted. 10 Except as described in this paragraph, signatures on this Letter of Transmittal or a notice of withdrawal, as the case may be, must be guaranteed by an Eligible Institution which is a firm which is a member of a registered national securities exchange or the National Association of Securities Dealers, Inc., a commercial bank or trust company having an office or correspondent in the United States or otherwise be an "eligible guarantor institution" within the meaning of Rule 17Ad-15 under the Exchange Act (each an "Eligible Institution"). Signatures on this Letter of Transmittal or a notice of withdrawal, as the case may be, need not be guaranteed if the Old Notes tendered pursuant hereto are tendered (i) by a Registered Holder of Old Notes who has not completed either the box entitled "Special Exchange Instructions" or the box entitled "Special Delivery Instructions" on this Letter of Transmittal or (ii) for the account of an Eligible Institution. Endorsement on Old Notes or signatures on bond forms required by this Instruction 3 must be guaranteed by an Eligible Institution. 4. Special Issuance and Delivery Instructions. Tendering holders should indicate in the applicable box the name and address to which New Notes and/or substitute Old Notes for the principal amounts not exchanged are to be issued or sent, if different from the name and address of the person signing this Letter of Transmittal. In the case of issuance in a different name, the employer identification or social security number of the person named must also be indicated. If no such instructions are given, such Old Notes not exchanged will be returned to the name and address of the person signing this Letter of Transmittal. 5. Taxpayer Identification Number and Backup Withholding. Federal income tax law of the United States requires that a holder of Old Notes whose Old Notes are accepted for exchange provide the Company with such holder's correct taxpayer identification number, which, in the case of a holder who is an individual, is the holder's social security number, or otherwise establish an exemption from backup withholding. If the Company is not provided with the holder's correct taxpayer identification number, the exchanging holder of Old Notes may be subject to a penalty imposed by the Internal Revenue Service. In addition, interest on the New Notes acquired pursuant to the Offer may be subject to backup withholding in an amount equal to 31 percent of any interest payment. If withholding occurs and results in an overpayment of taxes, a refund may be obtained from the Internal Revenue Service by filing a return. To prevent backup withholding, each exchanging holder of Old Notes subject to backup withholding must provide his correct taxpayer identification number by completing the Substitute Form W-9 provided in this Letter of Transmittal, certifying that the taxpayer identification number provided is correct (or that the exchanging holder of Old Notes is awaiting a taxpayer identification number) and that either (a) the exchanging holder has not been notified by the Internal Revenue Service that he is subject to backup withholding as a result of failure to report all interest or dividends or (b) the Internal Revenue Service has notified the exchanging holder that he is no longer subject to backup withholding. Certain exchanging holders of Old Notes (including, among others, all corporations and certain foreign individuals) are not subject to these backup withholding requirements. A foreign individual and other exempt holders (e.g., corporations) should certify, in accordance with the enclosed Guidelines for Certification of Taxpayer Identification Number on Substitute Form W-9, to such exempt status on the Substitute Form W-9 provided in this Letter of transmittal. Nonresident aliens should submit Form W-8, available from the Exchange Agent upon request. 6. Transfer Taxes. Holders tendering pursuant to the Offer will not be obligated to pay brokerage commissions or fees or to pay transfer taxes with respect to their exchange under the Offer unless the box entitled "Special 11 Issuance Instructions" in this Letter of Transmittal has been completed, or unless the securities to be received upon exchange are to be issued to any person other than the holder of the Old Notes tendered for exchange. The Company will pay all other charges or expenses in connection with the Offer. If holders tender Old Notes for exchange and the Offer is not consummated, such Old Notes will be returned to the holders at the Company expense. Except as provided in this Instruction 6, it will not be necessary for transfer tax stamps to be affixed to the Old Notes specified in this Letter of Transmittal. 7. Inadequate Space. If the space provided herein is inadequate, the aggregate principal amount of the Old Notes being tendered and the security numbers (if available) should be listed on a separate schedule attached hereto and separately signed by all parties required to sign this Letter of Transmittal. 8. Partial Tenders. Tenders of Old Notes will be accepted only in integral multiples of $1,000. If tenders are to be made with respect to less than the entire principal amount of any Old Notes, fill in the principal amount of Old Notes which are tendered in column (iv) of the "Description of Old Notes." In the case of partial tenders, the Old Notes in fully registered form for the remainder of the principal amount of the Old Notes will be sent to the persons(s) signing this Letter of Transmittal, unless otherwise indicated in the appropriate place on this Letter of Transmittal, as promptly as practicable after the expiration or termination of the Offer. Unless otherwise indicated in column (iv) in the box labeled "Description of Old Notes," and subject to the terms and conditions of the Offer, tenders made pursuant to this Letter of Transmittal will be deemed to have been made with respect to the entire aggregate principal amount represented by the Old Notes indicated in column (iii) of such box. 9. Mutilated, Lost, Stolen or Destroyed Old Notes. Any holder whose Old Notes have been mutilated, lost, stolen or destroyed should contact the Exchange Agent at the address indicated above for further instructions. 10. Validity and Acceptance of Tenders. All questions as to the validity, form, eligibility (including time of receipt), acceptance and withdrawal of Old Notes tendered for exchange will be determined by the Company in its sole discretion, which determination shall be final and binding. The Company reserves the absolute right to reject any and all Old Notes not properly tendered and to reject any Old Notes the Company's acceptance of which might, in the judgment of the Company or its counsel, be unlawful. The Company also reserves the absolute right to waive any defects or irregularities or conditions of the Exchange Offer as to particular Old Notes either before or after the Expiration Date (including the right to waive the ineligibility of any holder who seeks to tender Old Notes in the Exchange Offer). The interpretation of the terms and conditions of the Exchange Offer (including the Letter of Transmittal and the instructions thereto) by the Company shall be final and binding on all parties. Unless waived, any defects or irregularities in connection with tenders of Old Notes for exchange must be cured within such period of time as the Company shall determine. The Company will use reasonable efforts to give notification of defects or irregularities with respect to tenders of Old Notes for exchange but shall not incur any liability for failure to give such notification. Tenders of the Old Notes will not be deemed to have been made until such irregularities have been cured or waived. 11. Requests for Assistance or Additional Copies. First Union National Bank is the Exchange Agent. All tendered Old Notes, executed Letters of Transmittal and other related documents should be directed to the Exchange Agent at the addresses or facsimile number set forth on the first page of this Letter of Transmittal. Questions and requests for assistance and requests for 12 additional copies of the Prospectus, the Letter of Transmittal and other related documents should be addressed to the Exchange Agent as follows: First Union National Bank 1525 West W.T. Harris Boulevard 3C3 Charlotte, North Carolina 28288 Attention: Michael Klotz Facsimile Transmission: (704) 590-7628 To confirm receipt: Tel. (704) 590-7408 13 CHEMICAL LEAMAN CORPORATION OFFER TO EXCHANGE ALL OF ITS OUTSTANDING 10 3/8% SENIOR NOTES DUE 2005 FOR ITS 10 3/8% SENIOR NOTES DUE 2005 ------------------------------------------------------------------- THE EXCHANGE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 5:00 P.M., NEW YORK CITY TIME, ON ________ __, 1997, UNLESS THE EXCHANGE OFFER IS EXTENDED. ------------------------------------------------------------------- To Our Clients: Enclosed for your consideration is a Prospectus dated ____ __, 1997 ("Prospectus") and the related Letter of Transmittal (which, together with any amendments or supplements thereto, collectively constitute the "Exchange Offer") relating to an offer by Chemical Leaman Corporation, a Pennsylvania corporation ("Company"), to exchange all its outstanding 10 3/8% Senior Notes due 2005 ("Old Notes") for its 10 3/8% Senior Notes due 2005 upon the terms and subject to the conditions set forth in the Exchange Offer. WE ARE THE HOLDER OF RECORD OF OLD NOTES HELD BY US FOR YOUR ACCOUNT. A TENDER FOR EXCHANGE OF SUCH OLD NOTES CAN BE MADE ONLY BY US AS THE HOLDER OF RECORD AND PURSUANT TO YOUR INSTRUCTIONS. THE LETTER OF TRANSMITTAL IS FURNISHED TO YOU FOR YOUR INFORMATION ONLY AND CANNOT BE USED BY YOU TO TENDER FOR EXCHANGE OLD NOTES HELD BY US FOR YOUR ACCOUNT. We request instructions as to whether you wish to have us tender for exchange on your behalf any or all of such Old Notes held by us for your account, pursuant to the terms and subject to the conditions set forth in the Exchange Offer. Your attention is directed to the following: 1. The Exchange Offer and withdrawal rights will expire at 5:00 P.M., New York City time, on , 1997, unless the Exchange Offer is extended. Your instructions to us should be forwarded to us in ample time to permit us to submit a tender on your behalf. 2. The Exchange Offer is made for all Old Notes outstanding, constituting $100,000,000 aggregate principal amount as of the date of the Prospectus. 3. The minimum permitted tender is $1,000 principal amount of Old Notes, and all tenders must be in integral multiples of $1,000. 4. The Offer is conditioned upon the satisfaction of certain conditions set forth in the Prospectus under the caption "The Exchange Offer -- Conditions of the Exchange Offer." The Exchange Offer is not conditioned upon any minimum principal amount of Old Notes being tendered for exchange. 14 5. Tendering Eligible Holders (as defined in the Prospectus) will not be obligated to pay brokerage fees or commissions or, except as set forth in Instruction 6 of the Letter of Transmittal, transfer taxes applicable to the exchange of Old Notes pursuant to the Exchange Offer. 6. In all cases, exchange of Old Notes tendered and accepted for exchange pursuant to the Exchange Offer will be made only after timely receipt by First Union National Bank ("Exchange Agent") of (i) certificates representing such Old Notes or timely confirmation of a book-entry transfer of such Old Notes into the Exchange Agent's account at The Depository Trust Company ("Book-Entry Transfer Facility") pursuant to the procedures set forth in the Prospectus under the caption "The Exchange Offer -- Procedures for Tendering Old Notes," (ii) the Letter of Transmittal (or a facsimile thereof), properly completed and duly executed, with any required signature guarantees, or an Agent's Message (as defined in the Prospectus) in connection with a book-entry transfer, and (iii) any other documents required by the Letter of Transmittal. Accordingly, payment may be made to tendering Eligible Holders at different times if delivery of the Old Notes and other required documents occurs at different times. The Exchange Offer is being made solely by the Prospectus and the related Letter of Transmittal and is being made to all Eligible Holders of Old Notes. The Company is not aware of any state where the making of the Exchange Offer is prohibited by administrative or judicial action pursuant to any valid state statute. If the Company becomes aware of any valid state statute prohibiting the making of the Exchange Offer or the acceptance of Old Notes tendered for exchange pursuant thereto, the Company will make a good faith effort to comply with any such state statute or seek to have such statute declared inapplicable to the Exchange Offer. If, after such good faith effort, the Company cannot comply with such state statute the Exchange Offer will not be made to, nor will tenders be accepted from or on behalf of, the holders of Old Notes in such state. In any jurisdiction where the securities, blue sky or other laws require the Exchange Offer to be made by a licensed broker or dealer, the Exchange Offer shall be deemed to be made on behalf of the Company by one or more registered brokers or dealers that are licensed under the laws of such jurisdiction. If you wish to have us tender any or all of the Old Notes held by us for your account, please instruct us by completing, executing and returning to us the instruction form contained in this letter. If you authorize a tender for exchange of your Old Notes, the entire aggregate principal amount of such Old Notes will be tendered for exchange unless otherwise specified in such instruction form. YOUR INSTRUCTIONS SHOULD BE FORWARDED TO US IN AMPLE TIME TO PERMIT US TO SUBMIT A TENDER ON YOUR BEHALF PRIOR TO THE EXPIRATION OF THE EXCHANGE OFFER. 15 INSTRUCTIONS WITH RESPECT TO THE CHEMICAL LEAMAN CORPORATION OFFER TO EXCHANGE ALL OF ITS 10 3/8% SENIOR NOTES DUE 2005 FOR ITS 10 3/8% SENIOR NOTES DUE 2005 The undersigned acknowledge(s) receipt of your letter enclosing the Prospectus dated ____ __, 1997, and the related Letter of Transmittal (which, together with any amendments or supplements thereto, collectively constitute the "Exchange Offer") pursuant to an offer by Chemical Leaman Corporation, a Pennsylvania corporation, to exchange all of its outstanding 10 3/8% Senior Notes due 2005 ("Old Notes") for its 10 3/8% Senior Notes due 2005. This will instruct you to tender the principal amount of Old Notes indicated below (or, if no number is indicated below, the entire aggregate principal amount) which are held by you for the account of the undersigned, upon the terms and subject to the conditions set forth in the Exchange Offer. - -------------------------------------------------------------------------------- Aggregate Principal Amount of Old Notes to be Tendered:* $ --------------------- Dated: , 199 ------------------------------ - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- SIGN HERE Signature(s): ------------------------------------------------------------------ Please print name(s): ---------------------------------------------------------- Address: ----------------------------------------------------------------------- Area Code and Telephone Number: ------------------------------------------------ Tax Identification or Social Security Number: ---------------------------------- - -------------------------------------------------------------------------------- * Unless otherwise indicated, it will be assumed that the entire principal amount of the Old Notes held by us for your account are to be tendered for exchange. The minimum permitted tender is $1,000 principal amount of Old Notes; all other tenders must be in integral multiples of $1,000. 16 CHEMICAL LEAMAN CORPORATION OFFER TO EXCHANGE ALL OF ITS OUTSTANDING 10 3/8% SENIOR NOTES DUE 2005 FOR ITS 10 3/8% SENIOR NOTES DUE 2005 ------------------------------------------------------------------- THE EXCHANGE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 5:00 P.M., NEW YORK CITY TIME, ON ________ __, 1997, UNLESS THE EXCHANGE OFFER IS EXTENDED. ------------------------------------------------------------------- To Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees: Chemical Leaman Corporation, a Pennsylvania corporation ("Company"), is offering to exchange all of its outstanding 10 3/8% Senior Notes due 2005 ("Old Notes") for its 10 3/8% Senior Notes due 2005 upon the terms and subject to the conditions set forth in the Prospectus dated ____ __, 1997 ("Prospectus") and in the related Letter of Transmittal (which, together with any amendment or supplements thereto, collectively constitute the "Exchange Offer") enclosed herewith. The Exchange Offer is conditioned upon satisfaction of certain conditions set forth in the Prospectus under the caption "The Exchange Offer -- Conditions of the Exchange Offer." The Exchange Offer is not conditioned upon any minimum principal amount of Old Notes being tendered for exchange. Enclosed herewith for your information and forwarding to your clients for whose accounts you hold Old Notes registered in your name or in the name of your nominee are copies of the following documents: 1. The Prospectus dated ____ __, 1997. 2. The blue Letter of Transmittal to tender Old Notes for exchange (for your use and for the information of your clients). Facsimile copies of the Letter of Transmittal may be used to tender Old Notes for exchange. 3. The gray Notice of Guaranteed Delivery (to be used to tender Old Notes for exchange if certificates for Old Notes are not immediately available or if such certificates for Old Notes and all other required documents cannot be delivered to First Union National Bank ("Exchange Agent") on or prior to the Expiration Date or if the procedures for book-entry transfer cannot be completed on a timely basis). 4. A yellow printed form of letter which may be sent to your clients for whose accounts you hold Old Notes registered in your name or in the name of your nominee, with space provided for obtaining such clients' instructions with regard to the Exchange Offer. 5. Guidelines for Certification of Taxpayer Identification Number on Substitute Form W-9. 17 6. A return envelope addressed to the Exchange Agent. YOUR PROMPT ACTION IS REQUESTED. WE URGE YOU TO CONTRACT YOUR CLIENTS AS PROMPTLY AS POSSIBLE. PLEASE NOTE THAT THE EXCHANGE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 5:00 P.M., NEW YORK CITY TIME, ON , 1997, UNLESS THE EXCHANGE OFFER IS EXTENDED. In order for Old Notes to be validly tendered pursuant to the Exchange Offer, (i) a duly executed and properly completed Letter of Transmittal (or a facsimile thereof) together with any required signature guarantees, or an Agent's Message (as defined in the Prospectus) in connection with a book-entry delivery of Old Notes, and any other documents required by the Letter of Transmittal, must be received by the Depositary on or prior to the Expiration Date, and (ii) either certificates representing tendered Old Notes must be received by the Exchange Agent or such Old Notes must be tendered by book-entry transfer into the Exchange Agent account maintained at the Book-Entry Transfer Facility (as described in the Prospectus), and Book-Entry Confirmation must be received by the Exchange Agent, all in accordance with the instructions set forth in the Letter of Transmittal and the Prospectus If an Eligible Holder (as defined in the Prospectus) desires to tender Old Notes for exchange pursuant to the Exchange Offer and such Eligible Holder's Old Note certificates are not immediately available or such Eligible Holder cannot deliver the Old Note certificates and all other required documents to the Exchange Agent on or prior to the Expiration Date, or such Eligible Holder cannot complete the procedure for delivery by book-entry transfer on a timely basis, such Old Notes may nevertheless be tendered for exchange by following the guaranteed delivery procedures specified in the Prospectus under the caption "The Exchange Offer -- Procedures for Tendering Old Notes -- Guaranteed Delivery Procedures." The Company will not pay any fees or commissions to any broker or dealer or any other person for soliciting tenders of Old Notes pursuant to the Exchange Offer. The Company will, however, upon request, reimburse you for customary mailing and handling expenses incurred by you in forwarding any of the enclosed materials to your clients. The Company will pay or cause to be paid any transfer taxes applicable to the exchange of Old Notes pursuant to the Exchange Offer, except as otherwise provided in Instruction 6 of the Letter of Transmittal. Any inquiries you may have with respect to the Exchange Offer should be addressed to the Exchange Agent, at its address and telephone numbers set forth on the back cover of the Prospectus. Additional copies of the enclosed material may be obtained from the Exchange Agent. Very truly yours, Chemical Leaman Corporation NOTHING CONTAINED HEREIN OR IN THE ENCLOSED DOCUMENTS SHALL CONSTITUTE YOU OR ANY OTHER PERSON THE AGENT OF THE COMPANY OR THE EXCHANGE AGENT, OR ANY AFFILIATE OF ANY OF THEM, OR AUTHORIZE YOU OR ANY OTHER PERSON TO MAKE ANY STATEMENT OR USE ANY DOCUMENT ON BEHALF OF ANY OF THEM IN CONNECTION WITH THE EXCHANGE OFFER OTHER THAN THE ENCLOSED DOCUMENTS AND THE STATEMENTS THEREIN. 18 EX-99.2 55 NOTICE OF GUARANTEED DELIVERY EXHIBIT 99.2 NOTICE OF GUARANTEED DELIVERY CHEMICAL LEAMAN CORPORATION OFFER TO EXCHANGE ALL OF ITS OUTSTANDING 10 3/8% SENIOR NOTES DUE 2005 FOR ITS 10 3/8% SENIOR NOTES DUE 2005 As set forth in Prospectus described below, this Notice of Guaranteed Delivery or one substantially equivalent hereto must be used to tender for exchange 10 3/8% Senior Notes due 2005 ("Old Notes"), of Chemical Leaman Corporation, a Pennsylvania corporation ("Company"), pursuant to the Exchange Offer (as defined below) if certificates for Old Notes are not immediately available or the certificates for Old Notes and all other required documents cannot be delivered to the Exchange Agent on or prior to the Expiration Date (as defined in the Prospectus), or if the procedures for delivery by book-entry transfer cannot be completed on a timely basis. This instrument may be delivered by hand or transmitted by facsimile transmission or mail to the Exchange Agent. The Exchange Agent for the Exchange Offer is: FIRST UNION NATIONAL BANK By Mail By Hand/Overnight Express: First Union National Bank First Union National Bank 1525 West W.T. Harris Boulevard 3C3 1525 West W.T. Harris Boulevard 3C3 Charlotte, North Carolina 28288 Charlotte, North Carolina 28288 Attention: Michael Klotz Attention: Michael Klotz By Facsimile Transmission: (704) 590-7628 Confirm by telephone: (704) 590-7408 DELIVERY OF THIS INSTRUMENT TO AN ADDRESS OTHER THAN AS SET FORTH ABOVE OR TRANSMISSIONS OF INSTRUCTIONS VIA A FACSIMILE NUMBER OTHER THAN AS SET FORTH ABOVE WILL NOT CONSTITUTE A VALID DELIVERY. This Notice of Guaranteed Delivery is not to be used to guarantee signatures. If a signature on a Letter of Transmittal is required to be guaranteed by an Eligible Institution under the Instructions to the Letter of Transmittal, such signature guarantee must appear in the applicable space provided in the signature box in the Letter of Transmittal. ------------------------------------------------------------------ THE EXCHANGE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 5:00 P.M., NEW YORK CITY TIME, ON , 1997, UNLESS THE EXCHANGE OFFER IS EXTENDED. ------------------------------------------------------------------ 1 Ladies and Gentlemen: The undersigned hereby tenders to the Company, upon the terms and subject to the conditions set forth in the Prospectus dated ___________ , 199 ("Prospectus") and in the related Letter of Transmittal (which, together with any amendments or supplements thereto, collectively constitute the "Exchange Offer"), receipt of each of which is hereby acknowledged, the principal amount of Old Notes indicated below pursuant to the guaranteed delivery procedures set forth in the Prospectus under the caption "The Exchange Offer -- Procedures for Tendering Old Notes -- Guaranteed Delivery Procedures." Signature(s) ------------------------------------------------------------------- Name(s) of Eligible Holders - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- PLEASE TYPE OR PRINT Principal Amount of Old Notes Tendered for Exchange $ ---------------------------------------------------------------------- Old Note Certificate No(s). (If available --------------------------------------- - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- Dated , 199 --------------------- Address(es) --------------------------------------------------------------------- - -------------------------------------------------------------------------------- Zip Code Area Code and Tel. No.(s) ------------------------------------------------------- (Check box if shares will be tendered by book-entry transfer) [ ] The Depository Trust Company Account Number ------------------------------------------------------------------ 2 - ------------------------------------------------------------------------------ GUARANTEE (NOT TO BE USED FOR SIGNATURE GUARANTEE) The undersigned, an Eligible Institution (as defined in the Prospectus), having an office or correspondent in the United States, hereby guarantees to either deliver to the Exchange Agent the certificates representing all the Old Notes tendered hereby, in proper form for transfer, or to deliver such Old Notes pursuant to the procedure for book-entry transfer into the Exchange Agent's account at The Depository Trust Company, in either case together with the Letter of Transmittal (or a facsimile thereof),properly completed and duly executed, with any required signature guarantees or an Agent's Message (as defined in the Prospectus) in the case of a book-entry transfer, and any other required documents, all within three New York Stock Exchange trading days after the date hereof. - -------------------------------------------------------------------------------- - -------------------------------------- --------------------------------------- Name of Firm Authorized Signature - -------------------------------------- --------------------------------------- Address Please Type or Print - -------------------------------------- --------------------------------------- Zip Code NOTE: DO NOT SEND CERTIFICATES FOR OLD NOTES WITH THIS NOTICE. CERTIFICATES SHOULD BE SENT WITH YOUR LETTER OF TRANSMITTAL. -----END PRIVACY-ENHANCED MESSAGE-----