Fill and Sign the Prioritized Industrialoperational Due Diligence Information Request

4.03[3] Prioritized Industrial/Operational Due Diligence Information Request List ACQUISITION OF THE PLASTICS DIVISION, INC. COMPREHENSIVE DUE DILIGENCE INFORMATION REQUEST LIST PRIORITIZED AND BY TOPIC LEGAL DUE DILIGENCE CHECKLIST I. FIRST PRIORITY ITEMS 1. GENERAL INFORMATION1.1 Organizational structure of the Company, including subsidiaries and other affiliates, percentage ownership and jurisdiction of organization. 2. CORPORATE RECORDS2.1 Company Records Charter (Articles or Certificate of Incorporation and/or Statutes and By-laws) (i) Copy of the current charter of the Company; list of any modifications thereto; (ii) Remarks on any unusual clauses; preemptive rights, cumulative voting, approval clauses, specific majority and quorum requirements which differ from legal requirements; (iii) List and copy of minutes of the shareholders' meetings (with attendance lists) and of the meetings of the Board of Directors, the Supervisory Board of Executive Committee (if any) or any other committee of the Board of Directors for the last five years; (iv) Evidence of compliance with publication, filing and tax requirements; copies of all publications required for the last five years; (v) Any authorizations necessary to transact business in foreign jurisdictions; (iv) Any other required filings. b. Qualification/Goodstanding Copies of the Company's qualification registration with the Registry of Commerce (or similar body) and any modifications to such registration. 2.2 Shareholders (i) Capital structure of the Company: subscribed capital; authorized (pre-approved) capital; par value of shares, paid in full or in part; current shareholders of the Company and their shareholdings, including description of classes or categories of shares; copy of the share register of the Company; (ii) List and copy of any agreements among the shareholders of the Company; (iii) Description and documents relating to any options, warrants or other rights granted with respect to capital; (iv) All agreements, memoranda, registration statements, prospectuses or offering circulars relating to sales of securities, copies of correspondence with investors and copies of any written proposals for the acquisition of the Company's securities. 2.3 Management and Control(i) List of members of the Supervisory Board (if any), Board of Directors, daily management, executive committees or any other committees with terms of office; (ii) Description of any remuneration of directors; (iii) List of persons granted daily management powers and their positions; nature of remuneration and how determined; (iv) List of persons having powers to represent the Company; list and copies of specific proxies granted by the Company (signatures, specific delegations); (v) Current statutory auditor(s) of the Company and any prior auditor(s) (date of appointment, duration of mandate, remuneration). 3. FINANCE 3.1. List and copy of all documents evidencing borrowings of the Company, including loan and credit agreements, promissory notes, debentures, mortgages, lines of credit, agency or commission arrangements and other evidences of indebtedness. 3.2. List and copy of bank letters or agreements confirming lines of credit. 3.3. List and copy of all documents evidencing other material financing arrangements, including industrial development or revenue bonds, sale and lease-back arrangements, installment purchases, etc. 3.4. List and copy of any pledges, liens or other security interests on any assets of the Company. 3.5. Description and copies of any subsidies, premiums, investment incentives, tax exemptions or other grants from national, municipal or other governmental authorities; description of any undertakings that the Company has made with respect to such subsidies, premiums, tax exemptions or other grants. 3.6. List and copies of any commitments of the Company for the benefit of third parties, including loans, guarantees, comfort letters and/or security interests. 3.7. Description and copy of documents evidencing any advances or loans made by the Company to its shareholders and/or directors and vice versa, and any other arrangements made with shareholders and/or directors. 3.8. Auditors' response letters for the last three years. 3.9. See "Financial and Accounting Due Diligence Checklist" for additional requested information. 4. MATERIAL AGREEMENTS4.1. List, description and copy of all contracts, understandings and arrangements between the Company and any present or former affiliates. 4.2. List and copy of all contracts, understandings and arrangements having a term of at least one year, or which cannot be terminated without penalty by notice of less than three months, or having a value or requiring the expenditure of at least $10,000 (to the extent not disclosed under another item). 4.3. All agreements or plans for mergers, consolidations, reorganizations, acquisitions or the purchase or sale of assets or stock involving the Company, or agreements in principle currently in effect, with respect to mergers, consolidations, reorganizations, acquisitions or the purchase or sale of assets or stock involving the Company. 4.4. A schedule of the top twenty major customers and the top twenty major suppliers of the Company indicating materials and/or services supplied or purchased. Also, copies of any agreements relating to any such customers and suppliers. 4.5. All contract forms used by the Company as standard service or purchase contracts. 4.6. All evidences of intercompany debt. 4.7. All agreements under which any person has registration rights for any securities of the Company or preemptive rights for shares of capital stock of the Company. 4.8. All agreements, memoranda, registration statements, prospectuses or offering circulars relating to sales of securities of the Company, copies of correspondence with investors and copies of any written proposals for the acquisition of the Company's securities. 4.9. All agreements entered into by the Company out of the ordinary course of business, including development, partnership and joint venture agreements. 4.10. All insurance policies, including key-man product liability, casualty, liability, title and workers' compensation insurance of the Company, or insurance summaries thereof; and loss summaries for the last five years for general, products and automobile liability insurance and for workers' compensation insurance and all reservations of rights and denials of coverage received from any insurance carrier relating to pending claims. 4.11. All marketing, sales, distribution and franchise agreements and a list of any independent sales persons or distributors. 4.12. Closing documents, agreements, correspondence and any other documents pertaining to any material transactions of the Company in the last three years. 4.13. All lease agreements, nondisturbance agreements, sale and leaseback agreements, installment purchase contracts, consignment agreements, financing leases, licensing and franchise agreements, joint venture agreements and distributor agreements relating to the business of the Company or to which the Company is a party. 4.14. All agreements not to compete to which the Company is or was (within the last three years) a party (whether with an individual or another business organization). 4.15. All confidentiality agreements to which the Company is a party. 4.16. All material supply or requirements contracts to which the Company is a party. 4.17. All contracts with major customers of the Company and the percentage of revenues attributable to each. 4.18. All independent contractor, consulting, commission, agent, service, production, manufacturing, sale, agency, distribution, purchase, marketing, consignment, finder, broker, advertising, and similar contracts to which the Company is a party. 4.19. Samples of standard form purchase orders, sales agreements, invoices, warranties and other standard form agreements used by the Company. 4.20. All other material contracts not otherwise described herein (including guarantees, agreements with competitors and any agreements containing termination or other provisions triggered by a change in control). II. SECOND PRIORITY ITEMS 5. PROCEEDINGS: LITIGATION5.1. List and description of all litigation or arbitration involving the Company for the last five years, including claims, amounts, names of counsel, result; same for all pending cases, assessment of likely outcome. 5.2. List and description of all threatened litigation or arbitration. 5.3. List of all investigations, inquiries, examinations, administrative proceedings before governmental authorities, whether pending or threatened (to the extent not already disclosed under another item). 5.4. List and copy of all principal judgments or decrees affecting the Company. 6. ENVIRONMENTAL MATTERS6.1. General(i) List and description of all litigation or arbitration proceedings currently involving the Company including claims, amounts, names of counsel, assessment of likely outcome; (ii) List and description of all environmental litigation or proceedings currently involving the Company, including claims, amounts, names of counsel and assessment of likely outcome; (iii) General overview of environmental legislation and requirements in the Company's jurisdiction relating to the Company's activities including discussion of potential risk areas and liabilities; application of such rules in practice, political climate and experience with respect to damage claims, etc.; proposed or likely future legislation; (iv) Organization chart indicating the persons in the Company responsible for permits, contracts with the environmental authorities, reports to the management, follow up of applicable legislation, etc.; (v) Copies of policy memoranda, programs, internal procedures, training courses, emergency plans, etc. relating to the environment. 6.2. Permits and Licenses(i) List of all environmental permits and licenses required for the Company's activities including licenses with respect to manufacture, labeling and sale of products; (ii) History and current status of Company's compliance with permits and licenses; (iii) Description of procedure for transfer of licenses or permits in event of a stock sale/asset sale. 6.3. Ownership and Use History(i) Description of ownership and use history of each parcel of real property and leased property used by the Company in the last ten years. 6.4. Discharges(i) Description of the production and storage process and related environmental risks; (ii) Description of any emissions into air or water; wastewater and other discharges; noise pollution; waste produced; (iii) List and copy of any studies, analyses, examinations of discharges and emissions, whether produced internally or by external consultants; description of material problems or risks; (iv) Description of removal methods for waste; cleaning methods for discharges/emissions; state of compliance with law; (v) List and copies of waste removal contracts and any agreements relating to environmental matters (pollution clean-up, etc.); (vi) History of any accidental discharges and results and measures taken to clean up and prevent future occurrences. 6.5. Relations with authorities (i) Description of Company's relationship with environmental authorities generally (federal, state, local, provisional); (ii) Description of obligations of Company to file reports or studies with authorities; copy of reports; (iii) Description of any inquiries, inspections, examinations, investigations, etc. by environmental authorities and results; copies of documentation/correspondence; description of suspensions or withdrawals of any permits or licenses; significant correspondence for the last five years; (iv) Description of any surrounding/adjacent conditions which could give rise to liability for the Company; (v) Description of insurance arrangements and environmental claims history; (vi) Description of any injuries or illnesses of personnel, accidents during the last five years, with effect upon environmental matters; (vii) Description of any other relevant matters with respect to the environment. 7. EMPLOYMENT MATTERS7.1. Copy of any internal regulation applicable to the workplace and of any applicable collective bargaining agreements. 7.2. Copy of standard employment contract, for each category of employees, and indication of any difference for individual employees. 7.3. Bonus, profit sharing and deferred compensation plans currently in effect or proposed. 7.4. List and copy of all employment contracts. 7.5. Sample copies of any standard agreements which employees are required to sign, including (i) confidentiality agreements; (ii) invention assignment agreements; (iii) conflict of interest declarations; (iv) noncompetition agreements. 7.6. List and description of all pending or threatened legal actions, claims, charges, grievances or complaints filed by employees or on behalf of employees, or former employees, and of all such actions of the last three years. 7.7. Review and description of significant correspondence with labor and social security authorities for the last three years. 7.8. List and description of any minutes of meetings of employee bodies within the Company.7.9. Compliance of the Company with laws and regulations concerning:(i) working hours; (ii) safety; (iii) hygiene; (iv) social security; (v) insurance; (vi) transportation. 7.10. List and copy of any contracts with independent, or self- employed consultants. 7.11. List and copy of any agreements currently in effect between the Company and any former officer, director or employee, or any relation of such persons. 7.12. Summary of liability for termination payments to employees. 7.13. Brochures, information, booklets, policies and procedures manuals or other written material given to employees or potential employees of the Company to acquaint them with the Company's business and with services, compensation and benefits offered to employees. 7.14. Summary of labor concerns, including whether any strikes are threatened or pending, all current disputes and negotiations, and all Occupational Safety and Health Administration (OSHA) issues and complaints. 7.15. All correspondence with labor unions and all memoranda regarding communication with such labor unions or union employees. 7.16. Summary of the history for the last three years of any union negotiations, number of employees, turnover, absentee rates, and distribution. 7.17. All documents relating to affirmative action programs, if any, that are applicable or have been applied to the Company, whether by court order or voluntarily. 7.18. All notices to the Pension Benefit Guaranty Corporation (PBGC) concerning reportable events under ERISA, and all documentation of any audits, investigations or reviews being conducted by the IRS, Department of Labor or PBGC with respect to any plan and any administrative proceedings in connection therewith. 7.19. Copies of the most recent actuarial reports concerning all defined benefit pension plans. 7.20. Copies of all communications regarding withdrawal liabilities under multiemployer pension plans. 7.21. Copies of the Forms 5500 filed with the Department of Labor for each employee benefit plan (i.e., pension plans and welfare plans), for the last two years.7.22. All material documents pertaining to OSHA and the Equal Employment Opportunity Commission (EEOC). 8. COMMERCIAL ARRANGEMENTS 8.1. List and copy of all contracts with dealers, distributors, agents and others. 8.2. Copy of the general sales conditions of the Company; model contracts, orders and invoices. 8.3. Form of product warranties of the Company. 8.4. General description of warranty claims during the last three years; discussion of significant or unusual claims. 8.5. List and copy of any fixed agreements with customers. 8.6. List and copy of any fixed agreements with suppliers. 8.7. Description of applicable price regulations and compliance history of the Company. 8.8. See "Industrial and Operational Due Diligence Checklist-Sales and Marketing" for additional requested information. 9. REAL ESTATE9.1. List and description of all real property owned by the Company (and appraisals, if available); nature of the title held, and any mortgages, liens or encumbrances on the property; title documents confirming ownership; report by public notary (in civil law countries) or other person authorized to conduct title searches. 9.2. List of property rented or leased by the Company to others; nature of leasehold interest; copy of the leases; description of significant or unusual clauses. 9.3. List of any property rented or leased by the Company; nature of leasehold interest; copy of the leases; description of significant or unusual clauses. 9.4. Description of compliance with land use planning and zoning laws and any other laws affecting real estate. 9.5. Copies of any title insurance or title searches. 9.6. Limitations, if any, on the Company's real estate or business as a result of historic preservation or similar laws or regulations. 10. EQUIPMENT10.1. List and copy of renting and/or leasing agreements with respect to machinery, equipment or automobiles not owned by the Company. 10.2. Description of compliance of use of machinery and equipment with applicable laws and regulations, and in particular safety and environmental regulations. 10.3. List and documents evidencing liens and security interests granted on machinery and equipment. 11. PERMITS11.1. List, description and copy of all governmental licenses and permits required for the Company's business as currently conducted or planned (except environmental permits, which are covered in Item 7). 11.2. History of compliance by the Company. 12. INTELLECTUAL PROPERTY 12.1. List and copies of patents held and applications made by the Company. 12.2. List of trademarks held and applications made by the Company. 12.3. List of copyrights held and applications made by the Company. 12.4. List and copies of design and model rights held and applications made by the Company. 12.5. Trade names used by the Company. 12.6. List and copy of licenses for any form of intellectual property held by or granted by the Company. 12.7. Description of any pending or threatened infringement claims by or against the Company, and of any such claims for the last five years. 12.8. Description of any important know-how at the Company's disposal. 13. TAXES13.1. Copies of all tax sharing and other tax-related agreements, including transfer pricing agreements. 13.2. All federal, state, local and other tax returns and reports filed by or on behalf of the Company, or copies of extensions of time within which to file such reports as have been obtained, for the last three fiscal years, and any years prior thereto that remain open and subject to adjustment, audit, or review by the IRS or any state or local taxing authority, and copies of all audit, determination, and other correspondence pertaining thereto. 13.3. All information related to any audit of any return or report filed by or on behalf of the Company for the last three fiscal years and pending audits for any prior periods that could affect the tax liability, credits, or other tax attributes of the Company. 13.4. For state franchise or similar tax liabilities of the Company, a schedule setting forth, for each state in which such payments were made, the most recent period for which a franchise tax or similar tax payment was made and the date on which such payment is due and payable each year.13.5. For personal and real property taxes, a schedule setting forth, for each location in which such payments were made the most recent period for which such a tax payment was made and the date on which such payment is due and payable each year. 13.6. A schedule describing any ongoing tax disputes, together with copies of revenue agents' reports, correspondence, etc. with respect to any pending federal, state, provincial or similar tax proceedings, with regard to open years or items relating to the Company. 13.7. Any tax-sharing agreements. 14. MISCELLANEOUS 14.1. Copies of all speeches delivered by any officer or director of the Company to trade associations, etc. 14.2. Copies of all articles from financial or other publications concerning the Company. 14.3. Copies of master forms of all material relating to the Company distributed to employees generally. 14.4. A summary of warranty policy. 14.5. A schedule of all insurance covering the Company, its assets and properties and any of its employees, together with copies of related policies. 14.6. All customer and independent contractor complaints or demands received within the last twelve months with respect to the Company or the services thereof. 14.7. All complaints of residents and business establishments near any of the facilities involved in the business of the Company received within the last twelve months. 14.8. All complaints to the Company received within the last twelve months regarding any employee or agent associated with the Company, whether such complaint is by another employee or a person not an employee. 14.9. All annual management letters relating to the Company, if any, furnished to the Company by its accountants for the last three years. 14.10. All other documents viewed by the officers and directors of the Company as material to the business, financial condition or operations of the Company. 14.11. Internal reports and studies concerning matters which are material to the ongoing business of the Company or the operation or ownership of their real property (whether owned or leased). 14.12. A list of primary competitors of the Company in different segments.