IN RE FEDERAL-MOGUL GLOBAL, INC. (Bankr.D.Del. 10-27-2010)

"[a]n asbestos-related claim arising out of the friction products division received . . . by Pneumo Abex would have been subject to the assumed liabilities under the APA and indemnified by [FMP]." In total, FMP defended more than 10,000 Pneumo Asbestos Claims. On October 1, 2001, the Debtors filed 157 Chapter 11 cases and complementary administrations for 134 of the Debtors in the United Kingdom. On the petition date, "Pneumo Abex called upon Cooper to perform under its mutual guaranty obligation." Cooper took responsibility for managing the claims and "has performed under that guaranty [ever] since." APPENDIX B

In re Federal-Mogul Global Inc., 2007 WL 4180545 at *13-15 (Bankr.D.Del. 2007) (citations omitted).

Wagner Claims (Certain Asbestos Personal Injury Claims Asserted Against Debtor Federal-Mogul Products, Inc.) a. Background Concerning Wagner Business

i. Wagner Electric Corporation (" Wagner") was originally incorporated in Delaware in 1922, and manufactured, distributed and sold a broad range of electrical and automotive products, including certain asbestos-containing automotive and industrial brake products.

ii. Wagner went through several changes of corporate ownership prior to the acquisition of the Wagner business by the Federal-Mogul Group. In particular, in 1967 all of the stock of Wagner was purchased by Studebaker Corporation, which was in turn a wholly-owned subsidiary of Studebaker-Worthington, Inc. (" Studebaker-Worthington"). On October 23, 1979, the common stock of Studebaker-Worthington was purchased by Edison International, Inc. (" Edison"), which was a wholly-owned subsidiary of McGraw-Edison Company ("McGraw-Edison"). On January 2, 1981, Studebaker-Worthington merged into Edison, resulting in Wagner becoming a subsidiary of Edison, which, in turn, was a direct subsidiary of McGraw-Edison.

iii. In 1985, Cooper Industries, Inc. purchased all of the stock of McGraw-Edison. As a result of this transaction, Wagner became an indirect wholly-owned subsidiary of Cooper Industries, Inc. On January 1, 1997, Wagner was merged into another wholly-owned subsidiary of Cooper Industries, Inc., Moog Automotive, Inc. (" Moog"). The combined Wagner/Moog entity retained the Moog name.

iv. In 1998, certain entities within the Federal-Mogul Group acquired the common stock of certain businesses owned by Cooper Industries, Inc., including Moog. Subsequent to that acquisition, Moog was renamed Federal-Mogul Products, Inc. ("FMP").

b. Background Concerning Wagner Asbestos Claims

i. Wagner asbestos personal injury claims concern various asbestos-containing friction products. Almost all of these claims, however, concerned Wagner's role in the assembly (rather than the manufacture) of asbestos-containing brake products. Specifically, Wagner sold brake assemblies (including backing plates and other connected apparatus) to over 75 original equipment manufacturers until 1982, including Volvo, NAPCO, Mack Truck, International Harvester, General Motors, Ford, Dodge, Clark Equipment, Chrysler Canada, American Motors Corporation, and Disneyland. Wagner friction products were distributed and sold nationwide under the brand names Comax, Wagner Comax, Wagner Lockheed, Wagner Lockheed Comax, Wagner, and Chatham. In addition, Wagner also sold brake block lining from approximately 1940 to 1968. Wagner also sold various aftermarket brake assemblies.

ii. Wagner purchased friction material containing, among other components, chrysotile asbestos modified by a bonding agent, coating or binder or other materials and assembled this material with other, non-asbestos-containing components into brake shoes, disc pad assemblies and clutch facings. It always obtained its friction materials from other manufacturers, which manufactured the materials according to performance standards specified by Wagner.

iii. The first asbestos personal injury lawsuit against Wagner was filed in 1979. Between October 1, 1998 and the Petition Date, over 51,000 asbestos-related personal injury and wrongful death claims were filed against Wagner (or Moog or FMP as successors to Wagner). As of the Petition Date, there were approximately 33,000 pending asbestos personal injury claims that named Wagner as a defendant and/or Moog or FMP as successor-in-interest to Wagner.

Other Asbestos Personal Injury Claims Asserted Against the Debtors a. Abex Claims

i. In addition to the "streams" of liability for Asbestos Personal Injury Claims described above, certain of the Debtors have also been responsible for the processing, defense, and payment of Asbestos Personal Injury Claims relating to land vehicle friction products manufactured by Abex Corporation. As described . . . above, in 1998 certain entities within the Federal-Mogul Group acquired the stock of a number of companies from Cooper Industries, Inc., including the stock of Moog Automotive, Inc. (successor to Wagner Electric Corporation), which was renamed Federal-Mogul Products, Inc.

ii. In 1994, Wagner Electric Corporation had acquired the Abex land vehicle friction products business from Pneumo Abex Corporation, the successor to Abex Corporation. In connection with that transaction, Wagner Electric Corporation agreed to become liable for and to indemnify Pneumo Abex Corporation from, on an after-insurance basis, certain asbestos-related claims against Pneumo Abex relating to the business Wagner purchased from Abex, which obligations became liabilities of Federal-Mogul Products, Inc. (as the successor to Moog Automotive, Inc.) when Moog Automotive, Inc. and various other companies were acquired by the Federal-Mogul Group from Cooper Industries, Inc. in 1998.

iii. During the period between the acquisition of Moog Automotive, Inc. in 1998 and the Petition Date, F-M Products defended Pneumo Abex Corporation against asbestos-related personal injury claims related to the Abex land vehicle friction products business. As of the Petition Date, there were approximately 66,000 asbestos personal injury claims pending against Pneumo Abex that were related to the Abex land vehicle friction products business. Following the Petition Date, Federal-Mogul Products, Inc. stopped performing its indemnity of Pneumo Abex.

iv. Asbestos personal injury claims relating to land vehicle friction products manufactured by Abex Corporation have been asserted by certain plaintiffs against both Federal-Mogul Products, Inc. and Federal-Mogul Corporation, purportedly as successors-in-interest to Abex Corporation and/or Pneumo Abex Corporation.

v. During the period for which Federal-Mogul Products, Inc. was responsible for the handling and defense of asbestos claims relating to the Abex land vehicle friction products businesses (i.e., from the acquisition of Moog Automotive, Inc. in 1998 through the Petition Date), Federal-Mogul Products, Inc. incurred approximately $22.3 million in defense costs and made approximately $12.4 million in indemnity payments relating to such claims.

c. Asbestos Personal Injury Claims Against Federal-Mogul Ignition U.K. Limited. Federal-Mogul Ignition (U.K.) Limited (" F-M Ignition UK") is a U.K. Debtor that has historically operated out of a facility in Upton, England. It is neither a subsidiary of T N nor a historical affiliate of T N. F-M Ignition UK is one of the companies that was acquired by various entities within the Federal-Mogul Group from Cooper Industries, Inc. in 1998 in the same transaction in which the stock of Moog Automotive, Inc. (now Federal-Mogul Products, Inc.) was acquired. . . . Prior to the Petition Date, F-M Ignition UK was named as a defendant with respect to two asbestos personal injury claims in the United Kingdom.

APPENDIX C Section 2.3 of the 1994 APA

Assumption of Liabilities. Notwithstanding anything to the contrary herein (other than Retained Liabilities), at and effective as of the Closing, Buyer shall assume and become liable for, and shall pay, perform and discharge as and when due all of the Assumed Liabilities (as defined below). The Assumed Liabilities shall mean all debts, liabilities, claims, demands, expenses, commitments and obligations (whether accrued or not, known or unknown, disclosed or undisclosed, fixed or contingent, asserted or unasserted, liquidated or unliquidated, arising prior to or after the Closing) of Seller, to the extent arising out of or relating to the Assets or the conduct or operation of the Business, other than the Retained Liabilities (the "Assumed Liabilities"). without limiting the generality of the foregoing, the Assumed Liabilities shall include but not be limited to the following liabilities and obligations of Seller (other than Retained Liabilities):

(a) all obligations and liabilities accrued or reserved against in the Final Closing Balance Sheet;

(b) all obligations and liabilities to the extent related to the Business of the type accrued or reserved against in the Final Closing Balance Sheet;

(c) all accounts payable and trade obligations related to the Business;

(d) all liabilities and obligations arising from commitments (in the form of accepted purchase orders, or otherwise) to sell products, or outstanding quotations, proposals or bids, primarily related to the Business;

(e) all liabilities and obligations arising from' commitments (in the form of issued purchase orders or otherwise), or outstanding quotations, proposals or bids, to purchase or acquire raw materials, components, supplies or services, primarily related to the Business;

(f) all liabilities and obligations under Contracts, Leases and Government Permits;

(g) all liabilities and obligations under Article VI, Article VII and Article VIII that Buyer has agreed to assume, pay for or be responsible for;

(h) all liabilities and obligations of Seller or any Affiliate of Seller under the Guaranties;

(i) all other liabilities and obligations with respect to which Buyer is obligated to indemnify Seller or the Seller Indemnified Parties under this Agreement as set forth in Article VII, Article VIII and Article XI;

(j) all liabilities and obligations with respect to any warranty or similar liabilities relating to products of the Business which were designed, manufactured, serviced or sold on or prior to the Closing Date or which were held in the inventory, used or held for use primarily in the Business as of the Closing Date;

(k) all liabilities and obligations for death, personal injury, other injury to persons or property damage relating to, resulting from, caused by or arising out of, directly or indirectly, use of or exposure to any of the products of the Business (or any part or component) designed, manufactured, serviced or sold, or services performed, by the Business, including any such liabilities or obligations for negligence, strict liability, design or manufacturing defect, conspiracy, failure to warn, or breach of express or implied warranties of merchantability or fitness for any purpose or use;

(l) all liabilities and obligations relating to, resulting from, caused by or arising out of, directly or indirectly, the Business or any assets or property used, manufactured, sold, leased, owned or operated, or services performed, in connection with the Business at any time including those which constitute, may constitute or are alleged to constitute a tort, breach of contract or violation of, or noncompliance with, any Law or Government Permit, including any relating to workers' compensation, occupational health and safety, occupational disease, occupational injury, toxic tort or Environmental Law (including the removal or remediation of asbestos in buildings or building interiors), subject to the provisions of Article VI and Article VIII;

(m) all liabilities and obligations arising out of asbestos-related Actions for death, personal injury or property damage relating to or arising out of the Assets or the Business;

(n) all liabilities and obligations to the extent arising out of Actions relating to or arising out of, directly or indirectly, the Business or the use, manufacture, sale, ownership, lease, operation or disposition of any of the assets or property of the Business;

(o) any retrospective premiums, reinsurance payments under reimbursement contracts or other adjustments under any insurance policy maintained for the benefit of Seller or any of its Affiliates or their respective predecessors covering any liability or obligation that is an Assumed Liability;

(p) all liabilities and obligations relating to environmental matters, including all Environmental Liabilities and Costs, to the extent relating to the Assets or the Business; and

(q) from and after the occurrence of a Whitman Event, (i) all liabilities and obligations described in clauses (i) or (ii) of Retained Asbestos Product Liabilities, (ii) all Whitman Indemnifiable Retained Environmental Liabilities (except to the extent such liabilities and obligations are Retained Liabilities pursuant to Sections 2.4(a), (d) or (h) of this Agreement) and (iii) all liabilities and obligations described in clause (i) of Retained Off-Site Environmental Liabilities (except to the extent such liabilities and obligations are Retained Liabilities pursuant to Sections 2.4(a), (d) or (h) of this Agreement).

APPENDIX D Section 2.4, 1994 APA

Retained Liabilities. Notwithstanding Section 2.3, Seller shall retain, and shall continue to be responsible after the Closing Date for, the Retained Liabilities (as defined below). If any of the Retained Liabilities are liabilities or obligations of the Canadian Subsidiary, such liabilities and obligations shall be assumed by Seller on or before the closing. The term "Retained Liabilities" shall mean and be limited to the following liabilities and obligations:

(a) all liabilities and obligations to the extent arising out of the Retained Assets, including the liabilities and obligations set forth in Section 2.4(d);

(b) all liabilities and obligations Seller has expressly agreed to retain, pay for or be responsible for pursuant to Article VI, Article VII and Article VIII and any liabilities and obligations Seller expressly agrees to retain pursuant to the Supplemental Liabilities Retention Agreement;

(c) all liabilities and obligations arising out of the Management Severance Agreements dated as of April 20, 1994, between Abex Friction Products Division and certain members of management listed on Schedule 2.4(c);

(d) all Environmental Liabilities and Costs arising out of or relating to the real properties operated by Seller or its predecessors in Mahwah, New Jersey (except to the extent such liabilities and costs arise out of or relate to the Mahwah Facility Site, as to which the provisions of Article VIII shall apply) and Lindsay, Ontario;

(e) all liabilities and obligations arising out of the Consulting Services Agreements dated as of September 15, 1983 for James Hurst and Arnold Salt;

(f) other than the Guaranties, all liabilities and obligations of Seller or any Affiliate of Seller with respect to guaranties, letters of credit, letters of comfort, bid bonds and performance bonds, and all indemnification obligations of Seller under the agreements listed on Schedule 2.4(f) or any other agreements providing for the sale or spin-off of businesses previously conducted by Seller or its Affiliates;

(g) all liabilities and obligations of Seller to Whitman under the Whitman Agreements;

(h) all liabilities and obligations to the extent relating to or arising out of the operations or businesses of Seller, any Continuing Affiliate or any predecessor of any of the foregoing other than the Business (including all liabilities and obligations relating to or arising out of the following divisions or companies: the railroad products division of a predecessor to Seller and such division's predecessors (subject to Section 2.3(q), Abex Aerospace Division, SinterMet division, Cleveland Pneumatic Company, NWL Control Systems Division, Abex NWL Aerospace Division, Jetway Systems Division, Mead Fluid Dynamics, Remco Hydraulics, Defense Systems, Abex Industrial, S.A. de C.V., PAH Mexico, Inc., Abex Finanziaria S.r.l., Abex Rail S.A., Abex Industries, S.A., Ateliers et Founderies B. Piret S.A. and Abex Equipments S.A.);

(i) all liabilities and obligations under tax sharing agreements;

(j) any inter- or intra-company payables owed by the Division to Seller or any Continuing Affiliate;

(k) until the occurrence of a Whitman Event, all Whitman Indemnifiable Retained Environmental Liabilities (except to the extent such liabilities are also referred to in Sections 2.4(a), (d) or (h) which shall continue to be Retained Liabilities following the Whitman Event);

(l) all Retained Asbestos Product Liabilities until, in the case of liabilities and obligations described in clauses (i) or (ii) of Retained Asbestos Product Liabilities, the occurrence of a Whitman Event; and

(m) all Retained Off-Site Environmental Liabilities until, in the case of liabilities and obligations described in clause (i) thereof, the occurrence of a Whitman Event (except to the extent such liabilities and obligations are also referred to in Sections 2.4(a), (d) or (h) of this Agreement, which shall continue to be Retained Liabilities following a Whitman Event).

APPENDIX E Section 11.2, 1994 APA Survival; Limits on Indemnification.

(a). Subject to Sections 7.7, 8.3 and 11.1(a), all representations and warranties of the parties contained in this Agreement or in any Schedule hereto, or any certificate, document or Other Buyer Agreements and Other Seller Agreements, shall survive the Closing (even if the damaged party knew or had reason to know of any misrepresentation or breach of warranty at the time of Closing) and continue in full force and effect only until, and will expire on, the second anniversary of the Closing Date. Subject to Sections 7.7, 8.3 and 11.1(a), (i) all covenants or agreements of the parties contained in this Agreement or in any Schedule hereto, or any certificate, document or other instrument delivered in connection herewith, that contemplate or involve actions to be taken or obligations in effect after the Closing, including the covenants and agreements in this Article XI, shall survive the Closing (even if the damaged party knew or had reason to know of any breach of covenant or agreement at the time of Closing) and continue in full force and effect in accordance with their terms or without termination if no termination date is specified or clearly evident from the context in which such provisions appear, and (ii) all covenants and agreements that contemplate or involve actions to be taken or obligations in effect only prior to the Closing, shall terminate and cease to be obligations as of the Closing and no claim, action or proceeding with respect to such covenants may be brought after three months from the Closing. No claim, action or proceeding may be brought with respect to any of such representations and warranties unless written notice thereof, setting forth in reasonable detail (including a reasonable specification of the legal and factual basis for such claim, in which case the liabilities and obligations arising out of such misrepresentation or breach shall continue until such claim is finally resolved) the claimed misrepresentation or breach of warranty, shall have been delivered to the party alleged to have breached such representation or warranty, prior to the second anniversary of the Closing Date. Any timely asserted claim shall not expire at the end of the survival period but shall continue to be valid and assertable (and the indemnifying party's obligation to indemnify for such a claim will survive) in each case only until such claim is finally resolved.

(b) In calculating any amount of Covered Liability payable to any Seller Indemnified Party pursuant to Section 11.3 or payable to any Buyer Indemnified Party pursuant to Section 11.4, the amount of such Covered Liability shall be reduced by (i) any insurance proceeds actually received from any third party insurance carrier offsetting the amount of such covered Liability net of any expenses incurred by the Indemnified Party in obtaining such insurance proceeds (provided that the Indemnified Party shall be obligated to reasonably seek any such proceeds to which it may be entitled), (ii) the amount accrued or reserved against as a liability on the Final Closing Balance Sheet with respect to such loss less any amounts paid in cash since Closing with respect to such loss and recorded as an accrual or reserve reduction for which indemnification will not be sought (or, in the case of any such loss comprised of the loss of, or the reduced value of, any Asset, the extent to which such Asset was written down on the Final Closing Balance Sheet to reflect such reduction in value) and (iii) any recoveries from third parties (including Whitman) pursuant to indemnification (or otherwise) with respect thereto net of any expenses incurred by the Indemnified Party in obtaining such third party payment. Subject to Sections 7.7, 8.3(c) and 11.1(a), but notwithstanding any other provision to the contrary contained in this Agreement, no party shall claim indemnification under Section 11.3(ii) or Section 11.4(iii) until the aggregate dollar amount of all Covered Liabilities incurred by or asserted against such party by reason of all such breaches, after the reductions (if any) described in the immediately preceding sentence shall exceed the Basket, and, if the Basket is exceeded, the indemnifying party shall be required to pay only the amount by which such aggregate Covered Liabilities of the indemnified party for all such breaches exceeds the Basket; provided, however, that if a representation or warranty is breached because it exceeds a monetary or materiality threshold (including through use of the terms "material", "materially" or "Material Adverse Effect"), then the entire amount shall be considered Covered Liabilities and not just the excess over that threshold. Claims for indemnification under Sections 11.3(i) and (iii) and Sections 11.4(i), ii) and (iv) shall not be subject to the Basket.

(c) The obligation and liability of either party for any and all breaches of the representations and warranties and the covenants and agreements set forth in this Agreement (other than in Sections 11.3(i) and 11.4(i) and (ii) but including Article VIII) shall not exceed, in the aggregate, the Purchase Price.

APPENDIX F Section 11.7, 1994 APA

Special Procedures and Limitations Relating to Whitman Indemnified Liabilities. (a) The procedures set forth in this Section 11.7 shall apply to any Covered Liability which may be a Whitman Indemnified Liability, except as otherwise provided in Article VIII. Buyer shall, from and after the Closing, undertake the management and defense of Whitman Indemnified Assumed Liabilities subject to the provisions of this Section 11.7 and the Insurance Agreement. Seller shall cooperate with Buyer in this regard (including by granting reasonable access to Seller's employees and agents who are responsible for such management process prior to the Closing Date) to facilitate a smooth transition of such management responsibilities from Seller to Buyer. Seller shall, from and after the Closing Date, continue the management and defense of the Retained Asbestos Product Liabilities, the Whitman Indemnifiable Retained Environmental Liabilities and Retained Off-Site Environmental Liabilities (to the extent which, in each case, they have not ceased to be such as a result of a Whitman Event). Buyer shall not take any action which to its knowledge would result in Seller violating any of the provisions of the Whitman Agreements applicable to Seller with respect to the Business, Assets and Assumed Liabilities and Buyer shall reasonably assist and cooperate with Seller in complying with its obligations under the Whitman Agreements.

(b) In the event Seller receives notice of any Covered Liability which may be a Whitman Indemnified Liability, Seller shall promptly provide written notice thereof to Buyer. In the event Buyer receives notice of any Covered Liability which may be a Whitman Indemnified Liability, Buyer shall promptly provide written notice thereof to Seller. Failure to give, or delay in giving, such notices shall not relieve the other party from any liability or obligation hereunder unless (and then solely to the extent) the other party is thereby damaged. Seller shall submit a claim to Whitman under the Whitman Agreements with respect to any possible Whitman Indemnified Assumed Liability requesting Whitman to pay such possible Whitman Indemnified Assumed Liability. If Whitman fails promptly to satisfy its obligations under the Whitman Agreements with respect to such claim, Seller shall from and after the Closing Date use reasonable best efforts to pursue such claim for indemnification against Whitman on behalf of Buyer, pursuant to Buyer's direction and at Buyer's expense pursuant to Section 11.7(d).

(c) Buyer and Seller shall cooperate with each other in connection with the investigation, defense, prosecution or settlement of any possible Whitman Indemnified Liability and each party shall provide the other with reasonable access to the books, records, and personnel which are pertinent thereto and which are in the possession or control of the other party. However, Seller shall not settle any indemnification claim for Whitman Indemnified Assumed Liabilities without the prior written consent of Buyer, and the Buyer shall have the right to select competent legal counsel of its choice and at its expense (subject to the reasonable approval of Seller) who will provide legal advice and representation with respect to indemnification claims for Whitman Indemnified Assumed Liabilities. Seller shall have the right, at its option and expense, to retain separate co-counsel to participate fully in, but not control, pursuit of an indemnification claim for Whitman Indemnified Assumed Liabilities. Except to the extent prohibited by Whitman, Buyer

shall at all times have the right, at its own cost, to participate fully in and direct the pursuit of any indemnification claim with respect to a Whitman Indemnified Assumed Liability and to participate fully in all meetings, discussions, negotiations, proceedings, and other aspects of or relating to any such claim. Seller shall promptly pay Buyer the amount of all proceeds which Seller receives from Whitman to the extent relating to any claim for Whitman Indemnified Assumed Liabilities, net of amounts for which Buyer shall be obligated to reimburse Seller in accordance with Section 11.7(d) to the extent not theretofore reimbursed by Buyer.

(d) Buyer shall from time to time, upon submission by Seller of a written demand therefor, promptly, but in any event within thirty (30) days after such demand, reimburse Seller for all reasonable costs and expenses incurred by Seller in investigating, defending, prosecuting or settling any claim against Whitman in respect of a Whitman Indemnified Assumed Liability; provided, however, that Buyer shall not be liable for: (i) any costs and expenses incurred by Seller through Seller's voluntary joint participation in the prosecution of any such claim as provided in paragraph (e) above, (ii) any fees for the in-house counselor other employees of Seller or any Continuing Affiliate, or (iii) any costs and expenses relating to or arising from investigating, defending, prosecuting or settling any Whitman Indemnifiable Retained Environmental Liabilities, Retained Asbestos Product Liabilities or Retained Off-Site Environmental Liabilities.

(e) Provided that Seller has reasonably complied with its obligations under this Section 11.7 (except to the extent such instances of noncompliance do not prejudice Buyer), Seller shall not be obligated to indemnify Buyer for any Whitman Indemnified Assumed Liabilities to the extent that Seller does not receive indemnification therefor from Whitman for any reason, including (i) the occurrence of a Whitman Event, (ii) in the event any arbitrator or any court of competent jurisdiction determines that Whitman is not obligated to pay, reimburse and indemnify Seller in respect of any Covered Liability for which a claim was submitted against Whitman or renders an award in an amount less than the amount of the claim, (iii) in the event Seller settles or compromises such claim with Buyer's consent, or (iv) due to the expiration of or other limits on Whitman's indemnity coverage including any baskets".

(f) With respect to Retained Asbestos Product Liabilities, Whitman Indemnifiable Retained Environmental Liabilities and Retained Off-Site Environmental Liabilities (to the extent which, in each case, they have not ceased to be such as a result of a Whitman Event), the parties hereto intend that Seller shall, provided that Buyer has reasonably complied with its obligations under this Section 11.7 (except to the extent such instances of noncompliance do not prejudice Seller), indemnify Buyer therefor regardless of whether Seller receives indemnification from Whitman.

(g) Seller agrees that it will not enter into any amendment to the Whitman Agreements that would materially and adversely affect Buyer's rights hereunder without the prior written consent of Buyer (which consent shall not unreasonably be withheld).

APPENDIX G Section 11.3, 1994 APA

Indemnification by Buyer. From and after the Closing Date, Buyer shall, except to the extent of matters indemnified by Seller hereunder, indemnify, defend and hold harmless the Seller Indemnified Parties (i) without regard to any limit in Section 11.2, from and against any and all. Covered Liabilities incurred by or asserted against any of the Seller Indemnified Parties to the extent arising out of or relating to any Asset or Assumed Liability (or any asset or liability of the Canadian Subsidiary other than Retained Assets and Retained Liabilities), including any Covered Liability based on negligence, gross negligence, strict liability, tort liability, product liability, contract liability or any other theory of liability, whether an Action is brought at law (whether common or statutory) or in equity; (ii) subject to the notification and timing requirements and the limitations provided in Section 11.2, from and against any and all Covered Liabilities incurred by or asserted against any of the Seller Indemnified Parties to the extent arising out of or relating to any breach of any representation or warranty made by Buyer under this Agreement or in any of the Other Buyer Agreements; it being understood, however, that (in addition to their being made on the date hereof) Buyer shall be deemed to have made, as of the closing Date, the representations and warranties of Buyer contained in this Agreement with the same force and effect as though made herein on and as of the Closing Date; and (iii) subject to the timing requirements set forth in Section 11.2, from and against any and all Covered Liabilities incurred by or asserted against any of the Seller Indemnified Parties to the extent arising out of or relating to any breach of any covenant or agreement made by Buyer under this Agreement or any of the Other Buyer Agreements.

APPENDIX H Section 11.4, 1994 APA

Indemnification by Seller. From and after the Closing Date, Seller shall indemnify, defend and hold harmless the Buyer Indemnified Parties (i) without regard to any limit in Section 11.2, from and against any and all Covered Liabilities incurred by or asserted against any of the Buyer Indemnified Parties to the extent arising out of or relating to any Retained Asset or Retained Liability, including any Covered Liability based on negligence, gross negligence, strict liability, tort liability, product liability, contract liability or any other theory of liability, whether an Action is brought at law (whether common or statutory) or in equity; (ii) without regard to any limit in Section 11.2, from and against any and all Covered Liabilities incurred by or asserted against any of the Buyer Indemnified Parties to the extent arising out of or relating to any liability with respect to which Seller shall have agreed in writing to indemnify Buyer pursuant to Section 9.2; (iii) subject to the notification and timing requirements and the limitations provided in Section 11.2, from and against any and all Covered Liabilities incurred by or asserted against any of the Buyer Indemnified Parties to the extent arising out of or relating to any breach of any representation or warranty made by Seller under this Agreement or in any of the Other Seller Agreements; it being understood, however, that (A) (in addition to their being made on the date hereof) Seller shall be deemed to have made, as of the Closing Date, the representations and warranties of Seller contained in this Agreement with the same force and effect as though made herein on and as of the Closing Date (except for any representations and warranties which expressly speak as of a specific date or time other than the Closing Date) and (B) the representations and warranties of Seller shall be qualified, for purposes of this Article XI, both as of the date hereof and as of the Closing Date, by reference to any Supplemental Schedules provided by Seller to Buyer pursuant to Section 5.S hereof; and (iv) subject to the timing requirements set forth in Section 11.2, from and against any and all Covered Liabilities incurred by or asserted against any of the Buyer Indemnified Parties to the extent arising out of or relating to any breach of any covenant or agreement made by Seller under this Agreement or any of the Other Seller Agreements.

APPENDIX I Section 8.4, 1994 APA

Seller's Environmental Indemnification and Remediation. (a) From and after the Closing Date, Seller shall indemnify, defend and hold harmless the Buyer Indemnified Parties from and against any and all (i) Pre-Closing Environmental Liabilities and Costs incurred by or asserted against any of the Buyer Indemnified Parties, (ii) Environmental Liabilities and Costs incurred by or asserted against any of the Buyer Indemnified Parties to the extent arising out of or relating to any Retained Asset or Retained Liability (it being understood that as long as the Mahwah Lease is in effect or in the event the purchase option contained in the Mahwah Lease is exercised by Buyer, the Mahwah Facility Site shall be an Asset for purposes of this Article VIII (other than the representations and warranties set forth in Sections 8.2(c), (d), (e), (f) and (g); provided that such representations and warranties shall not have any effect beyond the Closing Date) and (iii) Covered Liabilities incurred by or asserted against any of the Buyer Indemnified Parties to the extent arising out of or relating to any breach of any covenant or agreement made by Seller in this Article VIII or any breach of any representation or warranty made by Seller in Section 8.2(h). The special procedures, obligations and limitations relating to Whitman Indemnified Liabilities as set forth in Section 11.7 shall apply to Seller's indemnification in Section 8.4(a) to the extent such indemnification covers Whitman Indemnified Liabilities and to the extent not inconsistent with the procedural requirements of this Article VIII.

(b) Without limiting the indemnity in Section 8.4(a), but subject in any case to the rights of Whitman to control or perform remediation activities pursuant to the Whitman Agreements and subject to Sections 8.4(c) and 8.5, Seller agrees to commence and perform, at its expense and in a reasonably timely manner, all necessary Remedial Actions with respect to the Owned Real Property, other Assets and, if ordered by a Government Authority and subject to receipt of any necessary authorizations, other locations, in each case to the extent relating to a matter for which Seller is obligated to indemnify the Buyer Indemnified Parties pursuant to Section 8.4(a). Such Remedial Actions shall be performed by Seller in accordance with the procedures set forth in Section 8.9.

(c) Seller shall have the right, in lieu of performing any such Remedial Actions or managing Pre-Closing Environmental Liabilities and Costs for which Seller is obligated to indemnify Buyer hereunder, to have Buyer perform such Remedial Actions or manage such matters for Seller's account, subject to Whitman's rights to control or perform remediation activities pursuant to the Whitman Agreements and the limitations set forth in Section 8.5; provided, however, that Seller shall have no right to have Buyer perform Remedial Actions with respect to Retained Assets or sites other than Owned Real Property where Hazardous Substances have been transported for disposal (including Retained Off-Site Environmental Liabilities). Such right shall be exercised by Seller by giving written notice to Buyer specifying in reasonable detail the actions Seller wishes Buyer to perform. If Buyer performs the actions specified in Seller's written notice, Seller shall reimburse Buyer, within 30 days of receipt of a reasonably itemized statement of expenses, for Buyer's expenses relating to such actions which are subject

to indemnification by Seller pursuant to Sections 8.4 and 8.5.

APPENDIX J Section 8.7, 1994 APA

Buyer's Environmental Indemnification. From and after the Closing Date, Buyer shall indemnify, defend and hold harmless the Seller Indemnified Parties from and against any and all (i) Environmental Liabilities and Costs incurred by or asserted against any of the Seller Indemnified Parties to the extent arising out of or relating to the Business, any Asset or any Assumed Liability, except to the extent such Environmental Liabilities and Costs are subject to indemnification or remediation by Seller pursuant to Section 8.4 and (ii) Covered Liabilities incurred by or asserted against any of the Seller Indemnified Parties to the extent arising out of or relating to any breach of any covenant or agreement made by Buyer in this Article VIII. All payments required to be made pursuant to this Section 8.7 shall be made without regard to any "baskets", minimums or maximums, but shall be reduced by any insurance or other proceeds received by Seller from any third party offsetting the amount of such Environmental Liabilities and Costs net of expenses incurred by Seller in obtaining such payments. To the extent Seller recovers any amount from any third party (excluding insurance carriers) in respect of Environmental Liabilities and Costs for which Buyer shall have paid any amount `pursuant to this Section 8.7, the amount so recovered, net of any expenses incurred by Seller in obtaining such third party payment, shall be promptly refunded to Buyer, without any other right of set-off. The indemnity in this Section 8.7 shall not apply to the extent arising out of or related to: (i) acts or omissions of Seller or others acting on its behalf on or after the Closing Date, or (ii) internal costs and overhead of any of the Seller Indemnified Parties, including (x) wages, salaries and benefits of employees and (y) internal expenses related to photocopying and production or reproduction of documents and materials for the use of such indemnitee.

APPENDIX K Section 11.3, 1994 APA

Indemnification by Buyer. From and after the Closing Date, Buyer shall, except to the extent of matters indemnified by Seller hereunder, indemnify, defend and hold harmless the Seller Indemnified Parties (i) without regard to any limit in Section 11.2, from and against any and all Covered Liabilities incurred by or asserted against any of the Seller Indemnified Parties to the extent arising out of or relating to any Asset or Assumed Liability (or any asset or liability of the Canadian Subsidiary other than Retained Assets and Retained Liabilities), including any Covered Liability based on negligence, gross negligence, strict liability, tort liability, product liability, contract liability or any other theory of liability, whether an Action is brought at law (whether common or statutory) or in equity; (ii) subject to the notification and timing requirements and the limitations provided in Section 11.2, from and against any and all Covered Liabilities incurred by or asserted against any of the Seller Indemnified Parties to the extent arising out of or relating to any breach of any representation or warranty made by Buyer under this Agreement or in any of the Other Buyer Agreements; it being understood, however, that (in addition to their being made on the date hereof) Buyer shall be deemed to have made, as of the closing Date, the representations and warranties of Buyer contained in this Agreement with the same force and effect as though made herein on and as of the Closing Date; and (iii) subject to the timing requirements set forth in Section 11.2, from and against any and all Covered Liabilities incurred by or asserted against any of the Seller Indemnified Parties to the extent arising out of or relating to any breach of any covenant or agreement made by Buyer under this Agreement or any of the Other Buyer Agreements.

APPENDIX L Section 11.4, 1994 APA

Indemnification by Seller. From and after the Closing Date, Seller shall indemnify, defend and hold harmless the Buyer Indemnified Parties (i) without regard to any limit in Section 11.2, from and against any and all Covered Liabilities incurred by or asserted against any of the Buyer Indemnified Parties to the extent arising out of or relating to any Retained Asset or Retained Liability, including any Covered Liability based on negligence, gross negligence, strict liability, tort liability, product liability, contract liability or any other theory of liability, whether an Action is brought at law (whether common or statutory) or in equity; (ii) without regard to any limit in Section 11.2, from and against any and all Covered Liabilities incurred by or asserted against any of the Buyer Indemnified Parties to the extent arising out of or relating to any liability with respect to which Seller shall have agreed in writing to indemnify Buyer pursuant to Section 9.2; (iii) subject to the notification and timing requirements and the limitations provided in Section 11.2, from and against any and all Covered Liabilities incurred by or asserted against any of the Buyer Indemnified Parties to the extent arising out of or relating to any breach of any representation or warranty made by Seller under this Agreement or in any of the Other Seller Agreements; it being understood, however, that (A) (in addition to their being made on the date hereof) Seller shall be deemed to have made, as of the Closing Date, the representations and warranties of Seller contained in this Agreement with the same force and effect as though made herein on and as of the Closing Date (except for any representations and warranties which expressly speak as of a specific date or time other than the Closing Date) and (B) the representations and warranties of Seller shall be qualified, for purposes of this Article XI, both as of the date hereof and as of the Closing Date, by reference to any Supplemental Schedules provided by Seller to Buyer pursuant to Section 5.S hereof; and (iv) subject to the timing requirements set forth in Section 11.2, from and against any and all Covered Liabilities incurred by or asserted against any of the Buyer Indemnified Parties to the extent arising out of or relating to any breach of any covenant or agreement made by Seller under this Agreement or any of the Other Seller Agreements.