PURCHASE AND SALE AGREEMENT

EXHIBIT 10.1

EXECUTION COPY

PURCHASE AND SALE AGREEMENT

BETWEEN

THE GOODYEAR TIRE & RUBBER COMPANY

AND

EPD, INC.

Dated as of March 23, 2007

PURCHASE AND SALE AGREEMENT

TABLE OF CONTENTS

PURCHASE AND SALE AGREEMENT

     THIS PURCHASE AND SALE AGREEMENT (this “ Agreement ”) dated March 23, 2007, is entered into by and between THE GOODYEAR TIRE & RUBBER COMPANY, an Ohio corporation (“ Parent ”), and EPD, Inc., a Delaware corporation (“ Buyer ”).

     WHEREAS, Parent, either directly or by virtue of its direct or indirect ownership interests in the Affiliated Sellers (as defined below), owns and operates the Business (as hereinafter defined);

     WHEREAS, certain assets, rights and properties of the Business are owned by the respective Affiliated Sellers;

     WHEREAS, Buyer, directly and indirectly through the Affiliated Buyers, desires to purchase the Business by purchasing substantially all of the assets of the Business from Parent and the Affiliated Sellers and assuming certain related liabilities as more fully described in this Agreement;

     WHEREAS, on and subject to the terms and conditions set forth in this Agreement, Parent agrees to sell and cause the Affiliated Sellers to sell to Buyer and/or the Affiliated Buyers, and Buyer agrees to purchase and cause the Affiliated Buyers to purchase, for the Purchase Price, from Parent and the Affiliated Sellers substantially all of the assets of the Business, and, in connection therewith, Buyer is willing to assume and to cause the Affiliated Buyers to assume certain liabilities of Parent and the Affiliated Sellers relating thereto (the “ Acquisition ”); and

     WHEREAS, in connection with the purchase and sale of the Business, Buyer and Parent desire to enter into and cause their respective Affiliates to enter into each of the Other Agreements (as defined below).

     NOW, THEREFORE, in consideration of the premises and the mutual agreements, representations and warranties, covenants and provisions hereinafter set forth, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Buyer and Parent, intending to be legally bound, hereby agree as follows:

ARTICLE 1. DEFINITIONS

      Section 1.01. Terms and Definitions . Terms used in the Agreement shall have the following meanings:

“ Accounts Receivable ” means all of the trade and other accounts receivable attributable exclusively to the Business, excluding all Intergroup Receivables.

“ Acquired Equity Interests ” means the shares of capital stock, partnership interests, limited liability company membership interests or other ownership interests in the Acquired Entities, as the case may be.

“ Acquired Entities ” means the EPD Group Members listed on Exhibit A .

“ Acquired Entity Benefit Plan ” has the meaning set forth in Section 4.14(a).

“ Acquisition ” has the meaning set forth in the recitals.

“ Adjustment ” has the meaning set forth in Section 6.03 (k)(i).

“ Affiliate ” means, as to any specified Person, any other Person which directly or indirectly controls, is controlled by or is under common control with, such specified party through one or more intermediaries or otherwise. For purposes of this definition, “ control ” means the possession of the power to direct or cause the direction of the management and policies of such Person, whether through the ownership of voting securities, by contract or otherwise.

“ Affiliate Transfer Agreement ” means one or more agreements in such form and having such terms consistent with this Agreement and customary for such agreements as Parent and Buyer deem reasonably necessary to consummate the sale, assignment or transfer of Other Acquired Assets and the Acquired Equity Interests and the assumption of the Other Assumed Liabilities as contemplated by this Agreement.

“ Affiliated Buye r” means each of the Affiliates of Buyer that acquires any Purchased Assets at the Closing and “ Affiliated Buyers ” means all of such Affiliates.

“ Affiliated Seller ” means each of the Affiliates of Parent that have any right, title or interest in (i) any assets used in the Business or (ii) any equity interest in the Acquired Entities, including such Affiliates as are listed on Exhibit C , and “ Affiliated Sellers ” means all of such Affiliates.

“ Agreed Pre-Closing Period Income Tax Liability Amount ” has the meaning set forth in Section 6.03(c)(iii).

“ Agreements ” means all contracts, agreements, leases, licenses, guarantees, notes, instruments and other binding commitments (whether written or oral). A purchase order under an Agreement shall not constitute a separate Agreement, but shall be a part of the Agreement to which it relates.

“ This Agreement ” has the meaning set forth in the recitals.

“ Antitrust Laws ” means the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (“ HSR ”), Council Regulation No. 139/2004 and implementing regulations of the European Community (the “ EC Regulation ”), and any other domestic or foreign antitrust law, merger regulation, competition law or other Applicable Legal Requirement designed to prohibit, restrict or regulate actions for the purpose or effect of monopolization or restraint of trade.

“ Applicable Condition ” has the meaning set forth in Section 7.03(b).

“ Applicable Legal Requirements ” means all applicable international, federal, national, regional, state, provincial, or local laws, including common law, statutes, regulations, rules, ordinances, codes, permits, Judgments, directives and other requirements imposed by any Governmental Authority having jurisdiction over Parent, Buyer, their respective Affiliates, the Business, the Purchased Assets, the Excluded Assets, or any operations thereof.

“ Assigned Contracts ” has the meaning set forth in Section 2.01(f).

“ Assigned Purchase Orders ” has the meaning set forth in Section 2.01(g).

“ Assumed Liabilities ” has the meaning set forth in Section 2.03.

“ Audited Financial Statements ” has the meaning set forth in Section 4.05(a).

“ Bank Rate ” means the prime lending rate of JPMorgan Chase Bank, N.A. at its principal office in New York City, as in effect from time to time.

“ Basket Amount ” has the meaning set forth in Section 10.05(a).

“ Benchmark Net Working Capital ” means $250,000,000 (Two-Hundred Fifty Million Dollars), but if the ISF Business is acquired prior to Closing, the Benchmark Net Working Capital means $251,800,000.

“ Bill of Sale ” has the meaning set forth in Section 2.08(a)(xii).

“ Books and Records ” means all books, records, files, plans, studies, reports, manuals, handbooks, catalogs, brochures, ledgers, drawings and other similar materials related to the Business, including (i) all lists, including lists of customers, suppliers or personnel, (ii) all product, business and marketing plans, (iii) operating and personnel records, and (iv) all Tax-related records and receipts, but limited, in the case of any of the foregoing that are not exclusively related to the Business, Purchased Assets or Assumed Liabilities, to the portion thereof related to the Business, Purchased Assets or Assumed Liabilities.

“ Business ” means the business activities and operations of the engineered products division of Parent and/or its Affiliates, including the business of researching, patenting, developing, designing, testing, processing, manufacturing, packaging, marketing, selling and distributing engineered products for industrial, consumer, transportation original equipment and military end-markets, including hoses, conveyor belts, power transmission products, molded rubber products and air springs, and, so long as a definitive agreement with respect to such acquisition is entered into prior to the Closing Date, shall include the ISF Business from the date Specialty Fabrics acquires the ISF Business (retroactively to the Closing for purposes of Sections 2.01 and 2.04 if such acquisition occurs following the Closing) for purposes of this Agreement (other than Sections 2.05 through 2.11 and Articles 4, 5 and 9) and, if the closing of the acquisition of the ISF Business occurs prior to the Closing, all sections of this Agreement other than Article 4. For the avoidance of doubt, the Business does not include (i) Parent’s and its Affiliates’ trademark licensing (except for rights granted under the Trademark License Agreement) and (ii) the PVC, Wingfoot, Reneer and other films businesses of Parent and/or its Affiliates.

“ Business Day ” means any day other than Saturday or Sunday on which commercial banks are not required or authorized by law to close in the City of New York, State of New York, USA.

“ Business Employees ” means (A) employees of the Business employed by any EPD Group Member on the date hereof, and (B) persons whose employment with the Business commences after the date of this Agreement but prior to the Closing Date excluding, in each case in clause (A) and (B), (i) consultants and other contract laborers not deemed “employees” of the EPD Group Member under the law of the jurisdiction in which they perform their services and (ii) persons whose employment is terminated prior to the Closing Date other than (X) any such person with a right to recall or to reinstatement under any applicable collective bargaining Agreement, and (Y) any such person whose continuous service with all EPD Group Members has not ended.

“ Business Financial Statements ” has the meaning set forth in Section 4.05(b).

“ Business Intellectual Property ” means the Intellectual Property (i) owned by any EPD Group Member on the date hereof or acquired by such party prior to Closing, in each case, used or held for use primarily or exclusively in the Business; or (ii) owned by third parties, certain rights of which are used or held for use by an EPD Group Member primarily or exclusively in the Business, to the extent of such rights.

“ Buyer ” has the meaning set forth in the recitals.

“ Buyer Consents ” has the meaning set forth in Section 3.03(b)(ii).

“ Buyer EPD VEBA Contribution Amount ” has the meaning set forth in Section 2.06(c).

“ Buyer Group ” means Buyer and the Affiliated Buyers, and, from and after the Closing, the Acquired Entities.

“ Buyer Group Member ” means any Person in the Buyer Group.

“ Buyer Indemnified Parties ” has the meaning set forth in Section 10.02.

“ Buyer’s 401(k) Plan ” has the meaning set forth in Section 7.04(e).

“ Cash ” has the meaning set forth in Section 2.06(a).

“ Cash Purchase Price ” has the meaning set forth in Section 2.05.

“ Closing ” has the meaning set forth in Section 2.08.

“ Closing Date ” has the meaning set forth in Section 2.08.

“ Closing Balance Sheet ” has the meaning set forth in 2.06(b).

“ Closing Net Working Capital ” means Net Working Capital as reflected on the Closing Schedule.

“ Closing Schedule ” has the meaning set forth in Section 2.06(b).

“ COBRA ” has the meaning set forth in Section 7.04(b).

“ Code ” means the Internal Revenue Code of 1986, as amended.

“ Confidential Information ” means, with respect to Parent and its Affiliates, any information concerning their business and affairs (including with respect to the Business) that is not already generally available to the public; provided , however , that Confidential Information does not include information that (i) becomes generally available to the public other than in violation of the confidentiality provisions of this Agreement or the Confidentiality Agreement, (ii) was or becomes available to one party on a non-confidential basis from a third party, provided that such third party is not (at the time of transmission from such third party) bound by a confidentiality agreement relating to such information or otherwise known to such party to be prohibited from transmitting the information by a contractual, legal or fiduciary obligation, or (iii) was or is independently developed by a party without reference to Confidential Information of the other party.

“ Confidentiality Agreement ” has the meaning set forth in Section 5.05(a).

“ Consent ” means any consent, approval, authorization, waiver, Permit, or exemption.

“ Contest Notice ” has the meaning set forth in Section 10.04(a).

“ Continuing Matter ” has the meaning set forth in Section 10.07.

“ Counsel to Parent ” has the meaning set forth in Section 2.08.

“ Damages ” has the meaning set forth in Section 10.02.

“ Debt ” has the meaning set forth in Section 2.06(a).

“ Debt Commitment Letters ” has the meaning set forth in Section 3.05.

“ Deeds ” has the meaning set forth in Section 2.08(a)(xi).

“ Disclosed Personal Information ” has the meaning set forth in Section 5.11.

“ Dollars ” or “ $ ” means United States dollars.

“ Domain Name Transfer Agreement ” means an agreement in such form and having such terms consistent with this Agreement and customary for such agreements as Parent and Buyer deem reasonably necessary to effect the transfer of the domain names included in the Purchased Assets as contemplated by this Agreement.

“ Downward Adjustment for Working Capital ” has the meaning set forth in Section 2.06(c).

“ EC Regulation ” has the meaning set forth in the definition of Antitrust Laws.

“ Embedded Manufacturing Campuses ” means those Manufacturing Facilities embedded within the manufacturing operations of other businesses conducted by Parent or its Affiliates as set forth on Schedule 4.11(a)(i) under the heading “ Embedded Manufacturing Campuses ”.

“ Employee Benefit Plan ” means (i) any “employee benefit plan” within the meaning of Section 3(3) of ERISA, whether or not subject thereto, and (ii) any other pension, profit-sharing, deferred compensation, stock option, stock purchase, share appreciation right, fringe benefit, employment, change in control, severance, group or individual health, dental, medical, life insurance, post-retirement, scholarship, disability, sick leave, vacation, retention, survivor benefit, compensation, or similar plan, policy, agreement or arrangement (whether written or unwritten), for the benefit of any employee, consultant or independent contractor of the Business, whether active or terminated, maintained or contributed to by an EPD Group Member or an Affiliate of such EPD Group Member or with respect to which Buyer, any Buyer Affiliate or any Acquired Entity may have any liability or obligation.

“ Employees on Protected Leave ” has the meaning set forth in Section 7.01(b).

“ Encumbered Cash ” means Cash that cannot be dividended or otherwise distributed by an Acquired Entity due to Applicable Legal Requirements or that is subject to Tax (including withholding or other similar Tax) or any other adverse Tax consequences on the Buyer Group (including, in the case of any Acquired Entity that is owned directly or indirectly by any other Acquired Entity, any such Applicable Legal Requirements, Tax or other adverse Tax consequences resulting from distributions or dividends by such other Acquired Entity).

“ End Date ” has the meaning set forth in Section 11.01(b).

“ Environment ” means all air (including indoor air and ambient air), surface water, groundwater, soil, surface or subsurface land, river sediment, plant or animal life, and natural resources.

“ Environmental Law ” means, as of the Closing Date, any applicable international, federal, national, regional, state, provincial or local laws, including common law, order, consent order, consent decree, Environmental Permit, statute, ordinance, code, judgment, decree, injunction, rule or regulation relating to (i) pollution control, protection of the Environment, and pollution, contamination, cleanup, preservation,

protection, and reclamation of the Environment; (ii) any Release or threatened Release of any Substance, including investigation, monitoring, clean up, removal, treatment, or any other action to address such Release or threatened Release; and (iii) the Handling of Substances, in each case, as in effect on the date hereof or on the Closing Date.

“ Environmental Permit ” means any and all federal, state or local, licenses, permits, certificates, registrations and other authorizations and approvals required under any and all applicable Environmental Laws to carry on the Business as it is currently conducted.

“ EPD Group ” means collectively, Parent, the Affiliated Sellers and the Acquired Entities; and “ EPD Group Member ” means any of Parent, the Affiliated Sellers and the Acquired Entities.

“ EPD VEBA ” means the voluntary employee beneficiary association trust that may be established by Parent, Buyer or another Person for the benefit of certain retirees of the Business pursuant to the terms described in the Memorandum of Understanding dated December 22, 2006, which was reached in connection with entering into the Master CBA (the “ MOU ”).

“ Equity Commitment Letter ” has the meaning set forth in Section 3.05.

“ ERISA ” means the Employee Retirement Income Security Act of 1974, as amended.

“ Estimated Cash Amount ” has the meaning set forth in Section 2.06(a).

“ Estimated Debt Amount ” has the meaning set forth in Section 2.06(a).

“ Excess Encumbered Cash ” shall mean the excess, if any, of the aggregate amount of Encumbered Cash as of the Closing over $8,000,000.

“ Excluded Agreements ” has the meaning set forth in Section 2.02(g).

“ Excluded Assets ” has the meaning set forth in Section 2.02.

“ Excluded Intellectual Property ” has the meaning set forth in Section 2.02(c).

“ Facility ” means any real property or facility owned, leased or operated by the Business or any EPD Group Member.

“ Final Determination ” shall mean a final settlement, compromise, or other agreement by or on behalf of an Acquired Entity with the relevant Governmental Authority, or the issuance of a notice of deficiency (or other comparable notice or document under state or local law) with respect to which the period for filing a petition with the United States Tax Court (or the relevant state or local tribunal) has expired, or a decision of any court of competent jurisdiction that is not subject to appeal or as to which the time for appeal has expired.

“ Final Net Working Capital ” means Net Working Capital as reflected on the Final Schedule.

“ Final Schedule ” has the meaning set forth in Section 2.06(a).

“ Final Tax Liability Amount ” has the meaning set forth in Section 2.04(b).

“ Financing ” means the debt and equity financing arrangements contemplated by the Financing Commitments.

“ Financing Commitments ” means, collectively, the Debt Commitment Letters and the Equity Commitment Letter.

“ Future Acquired Business ” has the meaning set forth in Section 6.09(b).

“ GAAP ” means United States generally accepted accounting principles, consistently applied.

“ Goodyear Name and Marks ” has the meaning set forth in Section 6.07.

“ Governmental Authority ” means: (i) the United States of America, any State, municipality or other political subdivision thereof, or any court, department, committee, commission, board, official, agency or instrumentality of any of them, or (ii) any transnational or foreign government or governmental authority comparable to any of the foregoing.

“ Government Contract ” means any Agreement (whether prime contract, subcontract, grant, subgrant, cooperative agreement, teaming agreement or arrangement, joint venture, basic ordering agreement, pricing agreement, letter contract or other similar arrangement) between any EPD Group Member, on the one hand, and (i) any Governmental Authority, (ii) any prime contractor of a Governmental Authority in its capacity as a prime contractor, or (iii) any subcontractor with respect to any contract of a type described in clauses (i) or (ii) above, on the other hand. A task, purchase or delivery order under a Government Contract shall not constitute a separate Government Contract, for purposes of this definition, but shall be part of the Government Contract to which it relates.

“ Guarantee ” means the guarantee of Guarantor in favor of Parent, executed and delivered by Guarantor to Parent as of the date hereof.

“ Guarantor ” means Carlyle Partners IV, L.P. a Delaware limited partnership.

“ Handling of Hazardous Substances ” means the production, use, generation, Release, storage, treatment, formulation, processing, labeling, distribution, introduction into commerce, registration, transportation, reclamation, recycling, disposal, discharge, release or other handling or disposition of Hazardous Substances.

“ Hazardous Substance ” means any material, chemical, pollutant, contaminant, waste or otherwise toxic, hazardous, extremely hazardous, infectious, explosive, corrosive, flammable, carcinogenic, mutagenic, sanitary, solid or radioactive waste, or otherwise hazardous substance, waste or material, that, in each case, is regulated under any Environmental Law, including petroleum, petroleum derivatives, petroleum by-products or other hydrocarbons, asbestos-containing materials, polychlorinated biphenyls and urea formaldehyde, and also including any hazardous material or substance within the meaning of Section 101(14) of the Comprehensive Environmental Response, Compensation and Liability Act of 1980, 42 USC Section 9601(14) (“ CERCLA ”).

“ HSR ” has the meaning set forth in the definition of Antitrust Laws.

“ Inactive Business Employees ” has the meaning set forth in Section 7.01(b).

“ Indebtedness ” means, with respect to any Person, (i) all indebtedness for borrowed funds of such Person including all obligations evidenced by notes, loans, mortgages, bonds, debentures or other similar instruments or agreements, including any prepayment penalty and similar amounts in connection with the repayment thereof on the Closing Date, (ii) reimbursement obligations with respect to letters of credit that are drawn prior to the Closing, (iii) obligations in respect of the deferred purchase price of property or services (other than current trade payables incurred in the Ordinary Course of Business), (iv) obligations

under conditional sale or other title retention agreements, (v) obligations under capital leases (which obligations are required to be classified and accounted for as capital lease obligations on a balance sheet of such Person under GAAP), (vi) obligations (including, without limitation, breakage costs) under interest rate cap agreements, interest rate swap agreements, foreign currency exchange contracts or other hedging contracts and (vii) any guarantee of the obligations of another Person with respect to any of the foregoing.

“ Indemnifiable Claim ” has the meaning set forth in Section 10.04(a).

“ Indemnified Party ” has the meaning set forth in Section 10.04(a).

“ Indemnifying Party ” has the meaning set forth in Section 10.04(a).

“ Indemnity Cap ” has the meaning set forth in Section 10.05(c).

“ Indemnity Notice ” has the meaning set forth in Section 10.04(a).

“ Independent Auditor ” has the meaning set forth in Section 2.06(a).

“ Intellectual Property ” means any U.S. or foreign patents and patent applications; trademarks, trademark registrations and applications; trade names (registered and unregistered); service marks (registered and unregistered); logos; registered and unregistered copyrights; trade secrets; domain names; data-including materials, notes, designs, technical data, ideas, research reports, testing and development results, and documentation; know-how; products, compounds, processes, and quality control procedures; inventions; improvements and discoveries patentable or unpatentable; and any other intellectual property rights, which are conceived and/or reduced to practice.

“ Intergroup Payables ” means all amounts owed by (x) any Acquired Entity or (y) Parent or any of its other Affiliates with respect to the Business, on the one hand, to Parent or any Affiliate of Parent (other than an Acquired Entity) other than on behalf of the Business, on the other hand.

“ Intergroup Receivables ” means all amounts owed by Parent or any of its Affiliates (other than an Acquired Entity) other than on behalf of the Business, on the one hand, to (x) any Acquired Entity or (y) Parent or any of its other Affiliates on behalf of the Business, on the other hand.

“ Inventory ” means all of the inventory of raw materials, work-in-process, finished goods, packaging, supplies and spare parts, used or held for use exclusively in connection with the Business, whether in possession of the Business, in transit to or from the Business or held by any third party, provided , however , that “Inventory” shall not include the inventory described in Section 2.02(j).

“ IRS ” has the meaning set forth in Section 4.14(a).

“ ISF Business ” means the business of the manufacture and sale of wide, treated fabrics for use in the production of conveyor belts or other industrial products at the Industrial Specialty Fabrics, Inc. facilities, certain assets of which Parent may cause to be acquired or leased by Specialty Fabrics after the date hereof on substantially the terms disclosed to Buyer prior to the date hereof.

“ ISF Note ” means a note to be held by Industrial Specialty Fabrics, Inc. or its Affiliate in an original principal amount not to exceed $1,800,000 expected to be issued by Specialty Fabrics as part of the consideration paid in connection with the acquisition of certain assets of the ISF Business.

“ ISF Real Property ” means the real property in Hogansville, Georgia and Porterdale, Georgia used as of the date hereof by the ISF Business and to be leased by Specialty Fabrics in connection with the acquisition of the ISF Business.

“ Judgments ” means any judgments, orders, rulings, awards, decrees, directives, writs, injunctions or administrative acts of any Governmental Authority.

“ Knowledge ” means a fact, event, circumstance or occurrence actually known, after due inquiry (i) in the case of Parent, by any of the individuals set forth on Exhibit D , or any other Person succeeding to any of the positions named on Exhibit D after the date of this Agreement and prior to the Closing and (ii), in the case of Buyer, by Daniel Pryor or Sameer Bhargava as of the date hereof.

“ Lease ” means any of the leases to be entered into in connection with the transactions contemplated hereby having such economic terms as have been agreed by the parties prior to the date hereof and having such other terms consistent with this Agreement and customary for such leases as Parent, Buyer and/or the parties thereto deem reasonably necessary to effect the lease of certain areas of the Embedded Manufacturing Campuses by Parent or one of its Affiliates to Buyer or one of its Affiliates.

“ Lease Assignments ” has the meaning set forth in Section 2.08(a)(xiv).

“ Leased Real Property ” has the meaning set forth in Section 4.11(a)(ii).

“ Lien ” means any lien, mortgage, security interest, pledge, deed of trust, option, restriction on transfer on voting, easement, right of first refusal, building or use restriction, right of way, adverse claim or other charge or encumbrance upon or with respect to any real or personal, tangible or intangible, right or property (including any lien imposed under ERISA or the Code).

“ Manufacturing Facilities ” means the facilities of the EPD Group listed on Exhibit F .

“ Master CBA ” means the master collective bargaining agreement between The Goodyear Tire & Rubber Company and the United Steel, Paper and Forestry, Rubber Manufacturing, Energy, Allied Industrial and Service Workers International Union, AFL-CIO CLC and the local unions thereof dated December 22, 2006.

“ Material Adverse Effect ” means a change, event or occurrence which has had, or would reasonably be expected to have, a material adverse effect on the assets, business, financial condition or results of operations of the Business taken as a whole, other than any change, event or occurrence to the extent relating to (A) changes, events, conditions, or occurrences in economic, regulatory or political conditions or financial markets generally, except if such changes, events, conditions or occurrences disproportionately impact the Business relative to other engineered rubber products participants, (B) changes, events, conditions, or occurrences in the engineered rubber products industry generally, except to the extent such changes, events, conditions or occurrences disproportionately impact the Business relative to other engineered rubber products participants, (C) the transactions contemplated by this Agreement and the Other Agreements, including the public announcement thereof, (D) any change in Applicable Legal Requirements or GAAP, (E) the announcement, declaration, commencement, occurrence, continuation or threat of any war or armed hostility, act of terrorism or public health or other public emergency, (F) the failure of the Business to meet any analyst estimates or internal budgets, plans or forecasts of its revenues, earnings or other financial performance or results of operations, in and of itself (it being understood that the reason or matter that caused such failure shall not be disregarded), (G) any actions taken, or failure to take action, or such other changes, in each case which Buyer has requested or (H) solely for the purposes of Section 4.19, Section 9.01(f) and references to “Material Adverse Effect”

in the Debt Commitment Letters, the strike by the United Steel Workers against Parent that commenced in October 2006, or any event, occurrence, or change to the extent arising out of or relating to such strike, its settlement and termination and the Master CBA.

“ Material Contracts ” has the meaning set forth in Section 4.15(b).

“ MOU ” has the meaning set forth in the definition of EPD VEBA.

“ Multiemployer Plan ” means a plan that is a multiemployer plan within the meaning of Section 3(37) of ERISA.

“ Net Cash Schedule ” has the meaning as set forth in Section 2.06.

“ Net Working Capital ” means current Purchased Assets (other than (i) Cash and deferred Tax assets, (ii) current Tax assets of the EPD Group Members other than Acquired Entities, and (iii) any current asset with respect to any Indebtedness owed by any Buyer Group Member to any other Buyer Group Member immediately following the Closing) less current Assumed Liabilities (other than (i) Indebtedness and deferred Tax liabilities, (ii) current Tax liabilities of the EPD Group Members other than Acquired Entities and (iii) current liabilities for any declared and unpaid dividend payable by any Acquired Entity to Parent or any Affiliated Seller)). Net Working Capital shall be determined in accordance with the Specified Accounting Policies on a combined basis for the Business.

“ Notice ” has the meaning set forth in Section 12.01.

“ OPEB Liability ” means the “accumulated postretirement benefit obligations” (as defined in Paragraph 4.a of Financial Accounting Standards Board Statement No. 158), as of the Closing Date, associated with the obligation of the Acquired Entities set forth on Schedule 7.03(c) to provide Retiree Benefits to (i) any present or former employee of such Acquired Entity (or any eligible spouse, surviving spouse or dependent thereof) who does not become a Transferred Employee on the Closing Date and (ii) any Transferred Employee of such Acquired Entity eligible to retire on the Closing Date (or any eligible spouse, surviving spouse or dependent thereof); provided, that with respect to the Acquired Entities located outside of Canada, such accumulated postretirement benefit obligations shall be reduced by the accumulated postretirement benefit obligations for such non-Canadian Acquired Entities reflected on the most recent balance sheet included in the Business Financial Statements.

“ Ordinary Course of Business ” means, with respect to any Person, the ordinary course of business consistent with such Person’s past practice.

“ Other Acquired Assets ” means the Purchased Assets that, immediately prior to the Closing, are owned by the Affiliated Sellers (or any other subsidiary of Parent other than the Acquired Entities).

“ Other Agreements ” means collectively, the Affiliate Transfer Agreements, the Patent Assignment Agreement, the Plant Services Agreement, the Domain Name Transfer Agreement, the Raw Materials Agreement, the Reciprocal Easement Agreement, the Supply Agreement, the Trademark License Agreement, the Trademark Transfer Agreement, the Deeds, the Bills of Sale, the Parent Assignment and Assumption Agreement, the Lease Assignments, the Transition Services Agreement, the Leases, the Guarantee , the Software License Agreement, and the respective exhibits and schedules attached thereto.

“ Other Assumed Liabilities ” means the Assumed Liabilities that, immediately prior to the Closing, are liabilities or obligations of any of the Affiliated Sellers.

“ Owned Real Property ” has the meaning set forth in Section 4.11(a)(i).

“ Parent ” has the meaning set forth in the recitals.

“ Parent Assignment and Assumption Agreement ” has the meaning set forth in Section 2.08(a)(xiii).

“ Parent Consents ” has the meaning set forth in Section 4.03.

“ Parent Deferred Compensation Plans ” has the meaning set forth in Section 7.04(c).

“ Parent Guarantees ” has the meaning set forth in Section 5.15(b).

“ Parent Hourly Plan ” has the meaning set forth in Section 7.04(d)(i).

“ Parent Indemnified Parties ” has the meaning set forth in Section 10.03.

“ Parent Pension Plans ” has the meaning set forth in Section 7.04(d)(i).

“ Parent Salaried Plan ” has the meaning set forth in Section 7.04(d)(i).

“ Parent’s 401(k) Plans ” has the meaning set forth in Section 7.04(e).

“ Parent’s Excess Pension Plan ” means The Goodyear Tire & Rubber Company Excess Benefit Plan.

“ Parent’s SUCB Plan ” means The Goodyear Tire & Rubber Company Supplemental Unemployment Compensation Benefits Plan.

“ Patent Assignment Agreement ” means a patent assignment agreement in such form and having such terms consistent with this Agreement and customary for such agreements as Parent and Buyer deem reasonably necessary to effect the assignment of the patents included in the Purchased Intellectual Property as contemplated by this Agreement.

“ PBGC ” has the meaning set forth in Section 4.14(b)(i).

“ Permit ” means any permit, franchise, approval, registration, authorization, license or certificate issued by any Governmental Authority.

“ Permitted Liens ” means (i) the items set forth under the heading “Permitted Liens” in Schedule 4.10(a) , (ii) Liens for Taxes and other similar charges and assessments not yet due and payable, (iii) easements, licenses, covenants, conditions, rights-of-way and other similar restrictions (including zoning or building restrictions) that do not materially detract from the value of the Transferred Real Property as now used, or materially interfere with the present use thereof, (iv) those matters, if any, described on Schedule 4.11(b) , (v) matters noted on the title insurance commitments and surveys listed on Schedule 5.09 , (vi) Liens disclosed on the balance sheets contained in the Audited Financial Statements or the Business Financial Statements or the notes thereto or securing liabilities reflected thereon and Liens incurred in the Ordinary Course of Business since December 31, 2006, in each case that are not incurred in connection with the borrowing of money, (vii) mechanic’s, materialman’s, carrier’s, repairer’s and other similar Liens arising or incurred in the Ordinary Course of Business, in each case for sums that are not yet due and payable or are being contested in good faith, (viii) Liens arising under original purchase price conditional sales contracts and equipment leases with third parties entered into in the Ordinary Course of Business and (ix) other imperfections of title or encumbrances, if any, which do not, individually or in the aggregate, materially impair the continued use and operation of the assets to which they relate.

“ Person ” means any individual, corporation, partnership, trust, incorporated or unincorporated association, joint venture, joint stock company, limited liability company, estate, trust, organization, labor union, workers council, Governmental Authority or other legal entity of any kind, foreign or domestic.

“ Personal Information ” means personal information as defined by the applicable Privacy Laws of the relevant jurisdiction which is collected, used, disclosed, retained or processed by Parent or an Affiliated Seller in connection with the Business.

“ Plant Services Agreement ” means an agreement to be entered into in connection with the transactions contemplated hereby for the Embedded Manufacturing Campuses in substantially the form attached hereto as Exhibit G .

“ Post-Closing Asbestos Matters ” means any and all Damages (including but not limited to, any actual or alleged personal injury (including death) or property damage) to the extent relating to, incurred in connection with or arising out of: (i) the actual or alleged manufacture, processing, marketing, distribution, sale, assembly, transportation, installation, handling, use, treatment, storage, removal or transport of any asbestos or asbestos-containing product (or any component or ingredient thereof) or material by or on behalf of the Business or the Buyer Group, their respective successors and assigns, after the Closing Date; or (ii) the actual or alleged presence of or exposure to any asbestos or asbestos-containing product (or any component or ingredient thereof) or material at the Transferred Real Property after the Closing Date, in each case, regardless of when any such Damages become known or manifest, or when any claim accrues. Notwithstanding the foregoing, Post-Closing Asbestos Matters shall not include Post-Closing Exposure Matters, Post-Closing Product Liability Matters or Post-Closing Workers Compensation Matters and shall not include any Damages to the extent such Damages arise out of the actual or alleged exposure on or prior to the Closing Date to asbestos or asbestos-containing product (or any component or ingredient thereof) or material at any Transferred Real Property.

“ Post-Closing Exposure Matters ” means any and all Damages (including, but not limited to, any actual or alleged personal injury (including death)) relating to, incurred in connection with or arising out of the actual or alleged exposure of any Person to any Hazardous Substance, in each case, relating to or in connection with: (i) the actual or alleged manufacture, processing, marketing, distribution, sale, assembly, transportation, installation, handling, use, treatment, storage, removal or transport of a Hazardous Substance or material or product (or any component or ingredient thereof) containing any Hazardous Substance by or on behalf of the Business or Buyer or its Affiliates in connection with the Business after the Closing Date; or (ii) the actual or alleged Release of any Hazardous Substance or material or product (or any component or ingredient thereof) containing a Hazardous Substance at, in, on, under, to or from the Transferred Real Property after the Closing Date. Notwithstanding the foregoing, Post-Closing Exposure Matters shall not include (x) Post-Closing Asbestos Matters, Post-Closing Product Liability Matters or Post-Closing Workers Compensation Matters, (y) any Damages to the extent such Damages arise out of the actual or alleged exposure on or prior to the Closing Date to any Hazardous Substance located at any Transferred Real Property or otherwise in connection with the Business, or (z) any Damages arising out of the actual or alleged exposure, after the Closing, to any Hazardous Substance that was first present at any Transferred Real Property prior to the Closing, provided that any portion of Damages arising out of the exposure of any Person to Hazardous Substances that first came to be located at the Transferred Real Property after the Closing Date shall be deemed to be a Post-Closing Exposure Matter.

“ Post-Closing Period ” means the portion of the Split Tax Period beginning on the day following the Closing Date.

“ Post-Closing Product Liability Matters ” means any and all Damages to the extent relating to, in connection with or arising out of any actual or alleged, product liability, personal injury (including death), property damage, diminution in property value claims or other claims of any Person relating to, involving or arising out of (i) the actual or alleged manufacture, processing or assembly of any product (or any component or ingredient thereof) by the Buyer Group, its successors and assigns, or (ii) the actual or alleged marketing, distribution, transportation or sale of any product (or any component or ingredient thereof) manufactured, processed or assembled after the Closing Date, in each case by or on behalf of the Business, the Buyer Group, its successors or assigns in connection with the Business after the Closing Date. Notwithstanding the foregoing, Post-Closing Product Liability Matters do not include Post-Closing Asbestos Matters, Post-Closing Exposure Matters, Post-Closing Workers Compensation Matters or any other claims arising out of or relating to Environmental Law.

“ Post-Closing Workers Compensation Matters ” means any and all Damages to the extent relating to, in connection with or arising out of any actual or alleged workers compensation claims (or similar claims in foreign jurisdictions), incurred with respect to events occurring or conditions arising after the Closing Date. Notwithstanding the foregoing, Post-Closing Workers Compensation Matters do not include Post-Closing Product Liability Matters, Post-Closing Asbestos Matters, Post-Closing Exposure Matters or any other claims arising out of or relating to Environmental Law.

“ Pre-Closing Asbestos Matters ” means any and all Damages (including but not limited to, any actual or alleged personal injury (including death) or property damage) to the extent relating to, incurred in connection with or arising out of: (i) the actual or alleged manufacture, processing, marketing, distribution, sale, assembly, transportation, installation, handling, use, treatment, storage, removal or transport of any asbestos or asbestos-containing product (or any component or ingredient thereof) or material by or on behalf of the Business or any predecessor thereof on or prior to the Closing Date, regardless of when any such actual or alleged Damages become known or manifest, or when any claim accrues; or (ii) the actual or alleged presence of or exposure to any asbestos or asbestos-containing product (or any component or ingredient thereof) or material at any location or facility currently or previously owned, leased, operated or used by or on behalf of the Business, any Acquired Entity or any predecessor thereof, including the Transferred Real Property, on or prior to the Closing Date, in each case, regardless of when any such actual or alleged Damages become known or manifest, or when any claim accrues. Notwithstanding the foregoing, Pre-Closing Asbestos Matters shall not include Pre-Closing Exposure Matters, Pre-Closing Product Liability Matters, or Pre-Closing Workers Compensation Matters and shall not include any Damages to the extent such Damages arise out of the actual or alleged presence of or exposure after the Closing Date to asbestos or asbestos-containing product (or any component or ingredient thereof) or material located at any Transferred Real Property.

“ Pre-Closing Environmental Matters ” means (i) the Handling of Hazardous Substances on or prior to the Closing Date either in, on, under or from any Facility including the effects of such Handling of Hazardous Substances on resources, Persons or real or personal property within or outside the boundaries of any Facility, (ii) the presence or Release as of or prior to the Closing Date of Hazardous Substances in, on or under any Facility regardless of how the Hazardous Substances came to rest at, on or under such Facility, (iii) the failure on or prior to the Closing Date of any Facility or any operations of the Business or any EPD Group Member or their Affiliates to be in compliance with any Environmental Laws, (iv) any actual or potential liability pursuant to CERCLA or any similar Environmental Laws related to any Release of Hazardous Substances or any other act or omission on or prior to the Closing Date with respect to the Business, (v) the presence or Release as of or prior to the Closing Date of Hazardous Substances at any off-site locations where any EPD Group Member, the Business, their predecessors and Affiliates transported, disposed of or arranged for the treatment, storage, disposal or handling of Hazardous Substances on or prior to the Closing Date, (vi) the presence or Release as of or prior to the Closing Date of Hazardous Substances at any location previously owned, leased or operated by the Business, any EPD

Group Member, their predecessors or Affiliates in connection with the Business other than the Transferred Real Property, or (vii) any other act, omission or condition existing with respect to any Purchased Assets or other assets of the Business or any EPD Group Member or their Affiliates, or any Facility, existing or occurring on or prior to the Closing Date which give rise to liability under any Environmental Laws. Notwithstanding the foregoing, Pre-Closing Environmental Matters shall not include Pre-Closing Asbestos Matters or Pre-Closing Exposure Matters.

“ Pre-Closing Exposure Matters ” means any and all Damages (including but not limited to any actual or alleged personal injury (including death)) to the extent relating to, incurred in connection with or arising out of the actual or alleged exposure of any Person to any Hazardous Substance, in each case, relating to or in connection with: (i) the actual or alleged manufacture, processing, marketing, distribution, sale, assembly, transportation, installation, handling, use, treatment, storage, removal or transport of a Hazardous Substance or material or product (or any component or ingredient thereof) containing any Hazardous Substance by or on behalf of the Business, or any predecessors thereof on or prior to the Closing Date, in each case regardless of when the actual or alleged exposure or injury of such Person occurs or occurred, when any such actual or alleged Damages become known or manifest, or when any claim accrues; or (ii) the actual or alleged presence or Release, in both cases either on, prior to or after the Closing Date, of any Hazardous Substance or material or product (or any component or ingredient thereof) containing a Hazardous Substance at, in, on, under, to or from any location or facility currently or previously owned, leased, operated or used by or on behalf of the Business, any Acquired Entity or any predecessor thereof, including the Transferred Real Property, to the extent such Hazardous Substance was present at such location or facility on or prior to the Closing Date, in each case, regardless of when the actual or alleged injury of such Person or alleged Damages become known or manifest, or when any claim accrues. Notwithstanding the foregoing, Pre-Closing Exposure Matters shall not include Pre-Closing Product Liability Matters, Pre-Closing Asbestos Matters or Pre-Closing Workers Compensation Matters and shall not include any Damages to the extent such Damages arise out of the actual or alleged exposure after the Closing Date to any Hazardous Substances located at any Transferred Real Property (except with respect to, and to the extent of, any such Hazardous Substances that first came to be located at the Transferred Real Property prior to the Closing Date, provided that any portion of Damages arising out of the exposure of any Person to Hazardous Substances that first came to be located at the Transferred Real Property after the Closing Date shall be deemed to be a Post-Closing Exposure Matter), and, for purposes of this definition Hazardous Substances, shall not include Asbestos.

“ Pre-Closing Period ” means the portion of the Split Tax Period ending on the Closing Date.

“ Pre-Closing Product Liability Matters ” means any and all Damages to the extent relating to, in connection with or arising out of any actual or alleged product liability, personal injury (including death), property damage, diminution in property value claims or other claims of any Person relating to, involving or arising out of the actual or alleged manufacture, processing, assembly, marketing, distribution, transportation or sale of any product (or any component or ingredient thereof) by or on behalf of the Business or any Acquired Entity, or any predecessors thereof, on or prior to the Closing Date, regardless of when the actual or alleged exposure, Damages or injury occurs or occurred, when any such actual or alleged Damages become known or manifest, or when any claim accrues. Notwithstanding the foregoing, Pre-Closing Product Liability Matters do not include Pre-Closing Asbestos Matters, Pre-Closing Exposure Matters, Pre-Closing Workers Compensation Matters or any other claims arising out of or relating to Environmental Law.

“ Pre-Closing Reorganization ” means, collectively, the transactions set forth on Exhibit H .

“ Pre-Closing Workers Compensation Matters ” means any and all Damages to the extent relating to, in connection with or arising out of any actual or alleged workers compensation claims (or similar claims in

foreign jurisdictions) incurred with respect to events occurring or conditions arising on or before the Closing Date. Notwithstanding the foregoing, Pre-Closing Workers Compensation Matters do not include Pre-Closing Product Liability Matters, Pre-Closing Asbestos Matters, Pre-Closing Exposure Matters or any other claims arising out of or relating to Environmental Law

“ Pre-Judgment Transition Period ” has the meaning set forth in the MOU.

“ Privacy Laws ” means all applicable international, federal, national, regional, state, provincial or local laws governing the collection, use, disclosure, retention and processing of Personal Information.

“ Proceeding ” means any claim, charge, action, suit or other proceeding of or before any Governmental Authority or arbitration body.

“ Pro Forma Adjustments ” has the meaning set forth in Section 4.05(b).

“ Prohibited Activities ” shall have the meaning set forth in Section 6.09(c).

“ Pro Rata Share ” of a party means, as to each payment of Damages to a claimant in respect of a particular Continuing Matter, the product of (i) the amount of such Damages multiplied by (ii) a fraction (x) the numerator of which is the number of months (rounded up to the nearest whole month) that such claimant was exposed or subject to the circumstances giving rise to such Continuing Matter on or prior to the Closing Date (in the case of Parent or its Affiliates) or after the Closing Date (in the case of Buyer or its Affiliates) and (y) the denominator of which is the total number of months (rounded up to the nearest whole month) that such claimant was exposed or subject to the circumstances giving rise to such Continuing Matter, on, prior to, and after the Closing Date.

“ Purchase Price ” has the meaning set forth in Section 2.05.

“ Purchased Assets ” has the meaning set forth in Section 2.01.

“ Purchased Intellectual Property ” has the meaning set forth in Section 2.01(e).

“ Raw Materials Agreement ” means an agreement in substantially the form attached hereto as Exhibit I .

“ Real Property Leases ” has the meaning set forth in Section 4.11(a)(ii).

“ Reciprocal Easement Agreement ” means an agreement to be entered into in such form and having such terms consistent with this Agreement and customary for such agreements as Parent and Buyer deem reasonably necessary to consummate the granting of reciprocal easements and related matters in connection with the transactions contemplated hereby with respect to certain areas of the Embedded Manufacturing Campus in Slovenia.

“ Related Persons ” has the meaning set forth in Section 10.08.

“ Release ” means any release, spill, emission, leaking, pumping, injection, deposit, disposal, discharge, dispersal, leaching, or migration at, into or onto the Environment, including movement or migration through or in the Environment, whether sudden or non-sudden and whether accidental or non-accidental.

“ Remedial Action ” means any action to investigate, evaluate, assess, including risk assessment of, test, monitor, remove, respond to, treat, abate, remedy, correct, clean-up or otherwise remediate the Release or

presence of any Hazardous Substance under this Agreement and includes any period of post-closure or remediation monitoring and any operation and maintenance relating to such remedial activities.

“ Retained Liabilities ” has the meaning set forth in Section 2.04.

“ Retired Employee ” means any employee of the Business who retired or retires from any EPD Group Member prior to the Closing Date, who is entitled to Retiree Benefits.

“ Retiree Benefits ” has the meaning set forth in Section 7.03(c).

“ Retirees ” means present and former employees of the Business who have retired or will retire from a USW-represented bargaining unit at any time and their eligible spouses, dependents and surviving spouses.

“ Schedules ” means the disclosure schedules and related exhibits attached thereto of Parent or Buyer, as the case may be, delivered with this Agreement.

“ Software License Agreement ” means a software license agreement, in such form and having such terms consistent with this Agreement and customary for such agreements as Parent and Buyer deem reasonably necessary to effect the license by Parent and its Affiliates party thereto to the Buyer Group Members of certain of Parent’s or its Affiliates’ rights in the proprietary computer software listed on Schedule 2.01(e) as “Proprietary Software.”

“ Specified Accounting Policies ” means GAAP applied consistent with the preparation of the Business Financial Statements but in any event in accordance with the principles and practices described in Schedule 4.05(b) .

“ Specified Representations ” has the meaning set forth in Section 10.05(a).

“ Specialty Fabrics ” means Specialty Fabrics and Converting Inc., a Delaware corporation, formed by Parent to acquire the ISF Business.

“ Split Tax Period ” means any taxable period beginning on or before the Closing Date and ending after the Closing Date.

“ Supply Agreement ” means the Supply Agreement, substantially in the form of Exhibit J , pursuant to which Parent and its Affiliates party thereto will agree to supply certain products to the Buyer Group Members party thereto and such Buyer Group Members will agree to purchase such products from Parent and such Affiliates.

“ Tax or Taxes ” means all taxes, levies, imposts, fees, duties and other like charges of any nature whatsoever imposed by a Governmental Authority responsible for the imposition of any such Tax (“ Taxing Authority ”), including, without limiting the generality of the foregoing, all income, gross receipts, commercial activity, sales, use, ad valorem, value-added, stamp, transfer, payroll, franchise, withholding, social security and intangible taxes and fees of any nature upon properties or assets, whether tangible or intangible, or upon the income, receipts, payrolls, transactions, net worth, capital, investment or franchise of a Person (including all sales, use, withholding and other taxes which a Person is required by law to collect and pay over to, or to pay to, any Taxing Authority), together with any and all additions thereto and penalties and interest payable with respect thereto or to any assessment or collection thereof.

“ Tax Return ” means any return (including any information return), report, statement, schedule, notice, form, or other document or information filed with or submitted to, or required to be filed with or

submitted to, any Governmental Authority in connection with the determination, assessment, collection or payment of any Tax or in connection with the administration, implementation, or enforcement of or compliance with any Applicable Legal Requirement relating to any Tax.

“ Taxing Authority ” has the meaning set forth in the definition of Taxes.

“ Termination Fee ” has the meaning set forth in Section 11.04(b).

“ Territory ” has the meaning set forth in Section 6.09(c).

“ Third Party Claim ” has the meaning set forth in Section 10.04(b).

“ Trademark License Agreement ” means the Trademark License Agreement in substantially the form attached hereto as Exhibit K .

“ Trademark Transfer Agreement ” means a trademark transfer agreement in such form and having such terms consistent with this Agreement and customary for such agreements as Parent and Buyer deem reasonably necessary to effect the transfer to Buyer or the appropriate Buyer Group Member(s) of the trademarks and tradenames included in the Purchased Intellectual Property as contemplated by this Agreement.

“ Transfer Taxes ” has the meaning set forth in Section 6.03(a).

“ Transferred Employee ” has the meaning set forth in Section 7.01(a).

“ Transferred Real Property ” has the meaning set forth in Section 2.01(a).

“ Transition Services Agreement ” has the meaning set forth in Section 2.08(a)(xv).

“ Treasury Regulations ” means final or temporary regulations promulgated under the Code.

“ Unencumbered Cash ” means all Cash other than Encumbered Cash.

“ U.S. Subsidiaries ” means Belt Concepts of America, Inc., Cosmoflex, Inc., Goodyear Engineered Products International Inc., Goodyear Engineered Products Thailand, Inc and Specialty Fabrics and Converting Inc.

“ USW ” means United Steelworkers of America.

“ Upward Adjustment for Working Capital ” has the meaning set forth in Section 2.06(c).

“ WARN ” has the meaning set forth in Section 7.02(a).

ARTICLE 2. PURCHASE AND SALE

      Section 2.01. Assets Purchased . Except as otherwise set forth herein, upon the terms and subject to the conditions set forth in this Agreement, at the Closing, Buyer shall purchase or cause an Affiliated Buyer to purchase from Parent or an Affiliated Seller, and Parent shall sell, convey, transfer, assign and deliver (in the case of the Purchased Assets (as defined below) that are held by Parent), or shall cause an Affiliated Seller to sell, convey, transfer, assign and deliver (in the case of the Purchased Assets that are held by the Affiliated Sellers), to Buyer or an Affiliated Buyer, free and clear of all Liens other than Permitted Liens, all of the respective right, title and interest of the EPD Group Members in and to the

following assets, properties and rights used or held for use by any EPD Group Member in the Business (collectively, the “ Purchased Assets ”) (provided that neither Buyer nor Affiliated Buyers will be required to purchase Purchased Assets to the extent held by Acquired Entities, but such Purchased Assets will or shall constitute Purchased Assets for all other purposes of this Agreement), including:

     (a) (i) Other than the Embedded Manufacturing Campuses, the Owned Real Property, (ii) the Leased Real Property, (iii) all rights, easements and privileges appurtenant or relating to the Owned Real Property and the Leased Real Property, and all buildings, fixtures and improvements located thereon and all such items under construction thereon, and (iv) with respect to the Embedded Manufacturing Campuses, certain rights and interests as more fully described on Schedule 4.11(a)(i) under the heading “Transferred Interests In Embedded Manufacturing Campuses” (collectively, the “ Transferred Real Property ”);

     (b) All machinery, tools, equipment, computers, hardware, gauges, parts, furniture, office equipment, supplies, vehicles and other tangible personal property (other than as specifically set forth below with respect to Inventory and Books and Records) owned or leased by any EPD Group Member, that is (i) located on the Transferred Real Property (other than the Embedded Manufacturing Campuses) as of the date hereof or any subsequent time prior to Closing, other than any such tangible personal property described on Schedule 2.01(b) ; (ii) used or held for use by any EPD Group Member primarily in connection with the Business or (iii) reflected on the most recent balance sheet included in the Business Financial Statements, except for items sold, transferred or disposed of in the Ordinary Course of Business since December 31, 2006;

     (c) The Inventory;

     (d) To the extent transferable, all rights under Permits (including Environmental Permits), used or held for use by any EPD Group Member pertaining primarily to the Business or the Purchased Assets and all applications and renewals for any of the same;

     (e) (i) The Business Intellectual Property (including the Intellectual Property listed or described on Schedule 2.01(e) ) (collectively, the “ Purchased Intellectual Property ”) including the rights to use the Goodyear Name and Marks and other names and marks as provided in Section 6.07 and in the Trademark License Agreement, and (ii) the right to use certain software developed internally by Parent and/or its Affiliates used or held for use primarily or exclusively in the Business as described on Schedule 2.01(e) under the heading “Proprietary Software”, in addition to any rights provided to the Buyer Group pursuant to the Other Agreements; provided, however, that all Business Intellectual Property, including the rights to use the Goodyear Names and Marks, held as of the date hereof or as of the Closing Date (x) by Parent or any of the Affiliated Sellers that is organized in any state of the United States shall be acquired by or licensed to a Buyer Group Member that is organized in any state of the United States and (y) by Goodyear Canada Inc. shall be acquired by or licensed to a Buyer Group Member that is organized in Canada;

     (f) All rights of any EPD Group Member under (A) except as set forth on Schedule 2.02(g), the Material Contracts, (B) any other Agreements relating primarily or exclusively to the Business and (C) any confidentiality Agreements entered into by Parent or any of its Affiliates with third Persons regarding the sale of the Business (collectively, the “ Assigned Contracts ”); provided, however , notwithstanding any other provision contained herein, in no event shall Parent be required to provide copies of any Agreements described in clause (C) prior to the Closing Date;

     (g) All rights under purchase orders pertaining to the Business for deliveries of products or services sold by or to the Business scheduled to take place after the Closing Date (the “ Assigned Purchase Orders ”);

     (h) All prepayments (including security deposits) of any EPD Group Member to the extent pertaining to the Business or the Purchased Assets;

     (i) In the manner described in Section 6.06, (A) the Books and Records pertaining solely to the Business or the Purchased Assets in the possession, custody or control of Parent or any of its Affiliates, and (B) copies of all other Books and Records to the extent relating to the Business in the possession, custody or control of Parent or any of its Affiliates;

     (j) The Accounts Receivable;

     (k) The applicable portion of all rights under warranties, guarantees, and indemnities, to the extent pertaining to the Business, the Purchased Assets or the Assumed Liabilities;

     (l) Except as provided in Section 2.02(e), any foreign, federal, state or local Tax refunds and duty draw backs on export sales;

     (m) The goodwill of Parent or the Affiliated Sellers pertaining to (i) the Business and (ii) the Purchased Intellectual Property;

     (n) All assets and rights under and relating to the Acquired Entity Benefit Plans and the Canadian pension plans described on Schedule 2.03(d) and all assets and rights transferring to Buyer as provided for in Article 7;

     (o) Cash;

     (p) All claims, causes of action, choses in action, rights of recovery and rights of setoff of any kind to the extent pertaining to or arising out of the Business or the Purchased Assets;

     (q) The Acquired Equity Interests; and

     (r) All assets, properties and rights used or held for use exclusively or primarily in the Business of a type and class that are not covered in clauses (a) through (q) above.

      Section 2.02. Excluded Assets . All assets of Parent or any of its Affiliates that are not included in the Purchased Assets as described under Section 2.01 and that are not assets of an Acquired Entity as of the Closing, shall be retained by Parent or such Affiliate, and are referred to herein collectively, as the “ Excluded Assets .” Notwithstanding Section 2.01, “Excluded Assets” shall include:

     (a) All cash or cash equivalents in hand or in bank accounts held by Parent or any Affiliate (other than Cash);

     (b) Other than as provided in Article 7 and other than pursuant to Section 2.01(n), all rights under Employee Benefit Plans of any EPD Group Member that is not an Acquired Entity and all assets, records and vendor arrangements associated with such Employee Benefit Plans, whether held by Parent or any of its Affiliates (other than an Acquired Entity) in trust or otherwise;

     (c) Any and all Intellectual Property of Parent and its Affiliates not described in clause (i) or (ii) of Section 2.01(e) and all trademarks licensed to Buyer under the Trademark License Agreement except for such rights as are licensed pursuant thereto (collectively, the “ Excluded Intellectual Property ”);

     (d) All casualty, liability or other insurance policies related to the Business and all claims or rights under any such insurance policies (other than those relating to any Employee Benefit Plan of an Acquired Entity);

     (e) Any foreign, federal, state or local Tax refunds or credits and duty draw backs on export sales for Taxes and duties originally paid by Parent or any of its Affiliates (including Acquired Entities) and any foreign, federal, state or local anti-dumping duty claims, to the extent attributable to any Tax period ending on or prior to the Closing Date or to any Pre-Closing Period, but only to the extent a Tax refund or credit, duty draw back, or anti-dumping duty claim is not included in the calculation of Closing Net Working Capital on the Final Schedule; provided, however , that any refund or credit of a Mexican “ asset tax ” attributable to any Tax period ending on or prior to the Closing Date or to any Pre-Closing Period shall be an Excluded Asset, but only to the extent such credit is not included in the calculation of Closing Net Working Capital on the Final Schedule;

     (f) All real property interests of Parent or any of its Affiliates other than the Transferred Real Property;

     (g) All rights (other than rights of the Buyer Group, including the Acquired Entities) under this Agreement, the Other Agreements, the Agreements listed or described on Schedule 2.02(g) (collectively, all such excluded Agreements, the “ Excluded Agreements ”);

     (h) All computer software related to the Business, except to the extent included among the Purchased Assets described in Section 2.01(e) or Section 2.01(f);

     (i) Any Intergroup Receivables;

     (j) Any Purchased Assets sold or otherwise disposed of in the Ordinary Course of Business and in compliance with Section 5.03 hereof from the date hereof to the Closing Date;

     (k) All books, records, files and papers prepared in connection with this Agreement or the Other Agreements and the transactions contemplated hereby and thereby and all minute books and corporate records of Parent or its Affiliates (other than the Acquired Entities); and

     (l) Any and all claims or causes of action under Antitrust Laws to the extent arising and attributable to the period before the Closing Date, whether or not currently pending.

      Section 2.03. Assumption of Liabilities . Upon the terms and subject to the conditions of this Agreement, at the Closing, Buyer will assume (or will cause an Affiliated Buyer to assume) and thereafter pay, discharge or perform when due all of the EPD Group Members’ liabilities and obligations of any kind, character or description (whether known or unknown, accrued, absolute, contingent or otherwise), to the extent arising out of or pertaining to the Business (as currently or formerly conducted) or the Purchased Assets other than the Retained Liabilities (the “ Assumed Liabilities ”) (provided that neither Buyer nor any Affiliated Buyer will be required to assume, pay, discharge or perform the Assumed Liabilities of the Acquired Entities, but such Assumed Liabilities will constitute Assumed Liabilities for all other purposes of this Agreement, including Section 10.03(b)), including the following:

     (a) All obligations and liabilities of any EPD Group Member under the Assigned Contracts (to the extent they relate to the Business) and Assigned Purchase Orders;

     (b) Subject to any indemnification obligations and covenants of Parent pursuant to Article 8, any and all liabilities, whether accrued, contingent, absolute, determined, determinable, known, unknown or otherwise, arising under or relating to Environmental Laws or relating to Hazardous Substances and arising from events occurring or conditions existing after the Closing Date in connection with the Business, except with respect to, and to the extent of (i) any Hazardous Substance that first came to be located at the Transferred Real Property prior to the Closing Date and (ii) any actual or alleged violations of Environmental Law arising from events occuring or conditions existing prior to the Closing Date;

     (c) All liabilities and obligations arising after Closing that relate to a Buyer Group Member’s employment or termination of Transferred Employees or compensation or employee benefits provided by a Buyer Group Member to Transferred Employees, but excluding any liabilities and obligations arising from an EPD Group Member’s (other than an Acquired Entity) employment or termination of a Transferred Employee and except as provided in Article 7;

     (d) All liabilities and obligations relating to or arising under the Employee Benefit Plans of each Acquired Entity and the liabilities under the Canadian pension plans described on Schedule 2.03(d) , except as provided in Article 7;

     (e) Liabilities for all Taxes of the Acquired Entities other than those Taxes included in Retained Liabilities pursuant to Section 2.04(b);

     (f) All obligations and liabilities of the Business to the extent included or reflected in Final Net Working Capital;

     (g) Up to $6.0 million of Indebtedness described on Schedule 2.03(g) ; and

     (h) All Post-Closing Asbestos Matters, Post-Closing Exposure Matters, Post-Closing Product Liability Matters, and Post-Closing Workers Compensation Matters.

      Section 2.04. Retained Liabilities . All liabilities of Parent or any Affiliate of Parent, whether contingent, accrued or absolute, known or unknown, that are not included in the Assumed Liabilities are referred to herein as the “ Retained Liabilities ”. Retained Liabilities shall not be assumed hereunder and shall include, notwithstanding Section 2.03:

     (a) Intergroup Payables (other than the Purchased Intergroup Notes) and any other obligations or liabilities of the Business to Parent or any Affiliate of Parent that is not an Acquired Entity;

     (b) (i) Any Tax liabilities for taxable periods ending on or prior to the Closing Date or for Pre-Closing Periods other than Tax liabilities for which an Acquired Entity is legally responsible and (ii) any Tax liabilities for which an Acquired Entity is legally responsible that concern taxable periods ending on or prior to the Closing Date or for Pre-Closing Periods, but only to the extent that the aggregate amount of all such Tax liabilities described in this Section 2.04(b)(ii) exceeds the Tax liability amount included or reflected in Final Net Working Capital on the Final Schedule (such amount included in such calculation, the “ Final Tax Liability Amount ”);

     (c) Any liabilities for checks written by the Business but not cleared as of the Closing Date;

     (d) Any obligations and liabilities for Pre-Closing Workers Compensation Matters;

     (e) Any liabilities for third-party Indebtedness, other than such Indebtedness that may result from Agreements specified on Schedule 2.03(g) assumed by any Buyer Group Member pursuant to Section 2.03(g);

     (f) Any liabilities retained pursuant to Article 7 and any liabilities related to obligations under Employee Benefit Plans of any EPD Group Member that is not an Acquired Entity (whether pursuant to the terms of any Employee Benefit Plan or ERISA (including Title IV of ERISA));

     (g) Except as described in Section 2.03(c) or as otherwise provided in Article 7, all liabilities and obligations relating to the employment, employee benefits, compensation or termination of employment of (i) any present of former employee other than a Business Employee, and (ii) subject to compliance by Buyer with its obligations under Article 7, each non-union Business Employee who does not accept employment with a Buyer Group Member upon the Closing;

     (h) Any other liabilities of Parent or its Affiliates that are related to Excluded Assets or any business, activity or operation (other than the Business) of Parent or any of its Affiliates, including any business, operations or facilities divested by Parent or any of its Affiliates prior to Closing;

     (i) All obligations and liabilities relating to Pre-Closing Asbestos Matters;

     (j) All obligations and liabilities relating to Pre-Closing Product Liability Matters;

     (k) All obligations and liabilities relating to Pre-Closing Exposure Matters;

     (l) Any and all liabilities, whether accrued, contingent, absolute, determined, determinable, known, unknown or otherwise, arising on or prior to the Closing Date under or relating to Environmental Laws or relating to Hazardous Substances and arising from events occurring or conditions arising at any location other than the Transferred Real Property, including (i) any off-site locations where any EPD Group Member, the Business, their predecessors and Affiliates transported, disposed of or arranged for the treatment, storage, disposal or handling of Hazardous Substances prior to the Closing Date; and (ii) any location previously owned, leased or operated by the Business, any EPD Group Member, their predecessors or Affiliates in connection with the Business other than the Transferred Real Property and the Leased Real Property;

     (m) All obligations and liabilities of Parent and its Affiliates under Agreements and purchase orders other than the Assigned Agreements and Assigned Purchase Orders;

     (n) All obligations and liabilities for which Parent or any of its Affiliates is responsible under Article 7 ;

     (o) All obligations and liabilities resulting from or arising out of the retained Proceedings included on Schedule 2.04(o) and, in all cases, any additional Proceedings to the extent resulting from or arising out of the subject matter of any retained Proceedings or (to the extent arising out of the operation of the Business or ownership of Purchased Assets prior to the Closing) any claim based on substantially similar or related factual or legal allegations or claims;

     (p) All obligations and liabilities to the extent related to, resulting from or arising out of alleged or actual violation of or any liability (including civil liability) under Antitrust Laws in connection with the Business to the extent arising and attributable to the period before the Closing Date including any such obligations and liabilities in connection with the matters described in Schedule 2.04(p);

     (q) All liabilities and obligations resulting from or arising out of the operation of the Business in Brazil prior to the Closing Date, including any liabilities and obligations of Goodyear do Brasil Produtos de Borracha Ltda., other than (i) any liabilities under any Assigned Contract or Assigned Purchase Order to which such entity is a party to the extent such liability or obligation is to be performed after the Closing Date and (ii) liabilities to the extent included or reflected in Final Net Working Capital; and

     (r) All liabilities and obligations under any Agreement relating to Parent’s first, second and third lien credit facilities.

      Section 2.05. Purchase Price . Buyer (on its own behalf and as agent for Affiliated Buyers) agrees to pay to Parent (for its benefit and as agent for the benefit of Affiliated Sellers) for the Purchased Assets $1,475,000,000 (One Billion Four Hundred Seventy Five Million Dollars) (the “ Cash Purchase Price ” and, including the assumption of the Assumed Liabilities, collectively, the “ Purchase Price ”), subject to any adjustment pursuant to Section 2.06. The Cash Purchase Price (excluding any adjustment pursuant to Section 2.06) shall be paid to Parent at Closing in immediately available funds by wire transfer to an account or accounts designated by Parent prior to the Closing.

      Section 2.06. Purchase Price Adjustment .

     (a)  Estimated Net Cash Adjustment . On or before the date that is sixty (60) days after the Closing Date, Buyer shall prepare and deliver to Parent a statement (the “ Net Cash Schedule ”) setting forth Buyer’s best estimate as of the Closing with respect to (i) the amount (the “ Estimated Cash Amount ”) of cash and cash equivalents of the Acquired Entities as of the Closing (“ Cash ”) other than (x) any Excess Encumbered Cash (other than any such Cash with respect to which a dividend has been declared but not paid at Closing) and (y) the amount of any declared but unpaid dividend by any Acquired Entity that was not paid as of the Closing Date or any other payment by an Acquired Entity to Parent or any of its Affiliates in accordance with Section 6.10, in each case that has been, or will be paid to Parent or any of its Affiliates in accordance with Section 6.10, and (ii) the amount (the “ Estimated Debt Amount ”) of Indebtedness of the Acquired Entities as of the Closing (“ Debt ”) other than (A) up to $1,800,000 of Indebtedness outstanding under the ISF Note and (B) any Indebtedness owed by any Acquired Entity to (1) any other Acquired Entity or (2) any Buyer Group Member immediately following the Closing. In the event the Estimated Cash Amount exceeds the Estimated Debt Amount, Buyer (on its own behalf and as agent for the Affiliated Buyers) shall, within five (5) Business Days after its delivery of the Estimated Net Cash Schedule, make payment by wire transfer of immediately available funds to an account designated by Parent (for its benefit and as agent for the benefit of the Affiliated Sellers) in an amount equal to the amount of such excess, together with interest thereon at a rate equal to the Bank Rate in effect on the date of such payment for the period from the Closing Date to the date of payment, calculated on the basis of a 365-day year. In the event the Estimated Debt Amount exceeds the Estimated Cash Amount, Parent (on its own behalf and as agent for the Affiliated Sellers) shall, within five (5) Business Days after the receipt of the Estimated Net Cash Schedule, make payment by wire transfer of immediately available funds to an account or accounts designated by Buyer (for its benefit and as agent for the benefit of the Affiliated Buyers) in an amount equal to the amount of such excess, together with interest thereon at a rate equal to the Bank Rate from the Closing Date to the date of payment, calculated on the basis of a 365-day year.

     (b)  Closing Schedule . As promptly as practicable after the Closing Date (but in no event later than ninety (90) days after the Closing Date), Parent shall prepare and deliver to Buyer, and Buyer shall offer the full cooperation of Buyer and its Affiliates and their personnel in connection with such preparation, an unaudited combined balance sheet of the Business as of the Closing (the “ Closing Balance Sheet ”) and a schedule (the “ Closing Schedule ”) of (i) the amount of Debt other than (A) up to

$1,800,000 of Indebtedness outstanding under the ISF Note and (B) any Indebtedness owed by any Acquired Entity to (1) any other Acquired Entity or (2) any Buyer Group Member immediately following the Closing, (ii) the amount of Cash other than (x) any Excess Encumbered Cash (other than any such Cash with respect to which a dividend has been declared but not paid at Closing) and (y) the amount of any declared but unpaid dividend by any Acquired Entity that was not paid as of the Closing Date or any other payment by an Acquired Entity to Parent or any of its Affiliates in accordance with Section 6.10, in each case, and that has been, or will be paid to Parent or any of its Affiliates in accordance with Section 6.10, (iii) the OPEB Liability and (iv) Closing Net Working Capital, in each case as reflected on the Closing Balance Sheet. The Closing Balance Sheet shall be prepared in accordance with the Specified Accounting Policies applied on a consistent basis with the preparation of the Business Financial Statements. Buyer shall have forty-five (45) days after its receipt of the Closing Schedule to notify Parent of any good faith dispute of any item contained in the calculation of Debt, Cash or Closing Net Working Capital as set forth in the Closing Schedule, which notice shall set forth in reasonable detail the basis for such dispute and Buyer’s calculation of the disputed amount. Buyer shall be deemed to have agreed with all other amounts contained in the Closing Schedule. In the event that Buyer notifies Parent on or before the last day of Buyer’s 45-day review period of any dispute regarding the calculation of Debt, Cash, the OPEB Liability and Closing Net Working Capital as set forth in the Closing Schedule (provided that such a dispute may allege only that the calculation of Debt, Cash, the OPEB Liability or Closing Net Working Capital involved mathematical error or was not performed in accordance with this Section 2.06 or the definition of Debt, Cash, the OPEB Liability or Net Working Capital, as applicable), Parent and Buyer and their respective accountants and advisors shall cooperate in good faith to resolve such dispute as promptly as possible. If Buyer fails to notify Parent of any such good faith dispute on or before the last day of such 45 day period, the Closing Schedule shall be deemed to be final and binding on the parties and shall be deemed the “ Final Schedule ”. If Parent and Buyer shall fail to reach an agreement with respect to any matters relating to the Debt, Cash, the OPEB Liability and Closing Net Working Capital as set forth in the Closing Schedule within thirty (30) days from the date on which Buyer provides written notice of a dispute (or such longer period as they may mutually agree), then either Parent or Buyer may request in writing that such unresolved disagreements shall be resolved by Deloitte & Touche or, if they are unavailable, another jointly selected certified public accounting firm of international standing (in either case, the “ Independent Auditor ”), which shall be selected as promptly as practicable, but in no event later than ten (10) days following the expiration of such 30 day period. The Independent Auditor shall have up to thirty (30) days after its appointment to resolve the disputes submitted to it by Parent and Buyer. The Independent Auditor shall, acting as an expert and not as an arbitrator, determine on the basis of this Agreement, and only with respect to the remaining differences so submitted, whether and to what extent, if any, Debt, Cash, OPEB Liability or Closing Net Working Capital set forth in the Closing Schedule requires adjustment in order to conform with this Section 2.06(b) and the definitions of Debt, Cash, the OPEB Liability and Net Working Capital. Any fees and expenses of or relating to the engagement of the Independent Auditor shall be allocated between Parent and Buyer based on their relative success with respect to the disputed items as determined by the Independent Auditor. The Closing Schedule, as modified by resolution of any disputes with respect to any matters relating to the Debt, Cash, the OPEB Liability and Closing Net Working Capital by Parent and Buyer or by the Independent Auditor, shall be the Final Schedule. The Final Schedule shall be deemed final for this Section 2.06(b) on the earliest of (i) the failure of Buyer to notify Parent of a dispute within forty-five (45) days after Buyer’s receipt of the Closing Schedule from Parent, (ii) the resolution of all disputes with respect to any matters relating to the Debt, Cash, the OPEB Liability and Closing Net Working Capital set forth in the Closing Schedule by Parent and Buyer and their respective accountants pursuant to this Section 2.06(b) or by the Independent Auditor. The determinations of the Independent Auditor shall be final and binding on the parties. The calculations and adjustment to be made pursuant to this Section 2.06(b) are intended only to reflect Debt, Cash and the OPEB Liability and changes in Net Working Capital from Benchmark Working Capital to the Closing Date, and not to adjust for any other matters that may be found with respect to the Audited Financial Statements, or the Business Financial Statements. In

addition to the covenants set forth in Section 6.02, Buyer shall and shall cause its Affiliates and their respective personnel to cooperate in connection with Parent’s preparation of the Closing Schedule, including (i) participation by the relevant Transferred Employees in closing the financial books of the Business and the preparation of financial data and financial statements of the Business following the Closing and (ii) cooperation in furnishing access to the Books and Records of the Business as may be reasonably requested by Parent and its personnel and advisors in connection with the preparation of the Closing Schedule. Furthermore, Buyer shall and shall cause its Affiliates and their respective personnel to refrain from taking, directly or indirectly, any action that would reasonably be expected to interfere with or delay Parent’s timely preparation of the Closing Schedule. In addition to the covenants set forth in Section 6.02, Parent shall and shall cause its Affiliates and their respective personnel to cooperate in connection with Buyer’s review of the Closing Balance Sheet and Closing Schedule, including providing access to the Books and Records of the Business as may be reasonably requested by Buyer and its personnel and advisors and providing Buyer with all data used by Parent and its personnel and advisors to determine the OPEB Liability (including without limitation, the complete data regarding all retirees and potential retirees used by Parent’s actuary). Buyer and its personnel and advisors shall have a right to review the OPEB Liability determination and data to determine whether the determination made by Parent was reasonable, true and accurate (including without limitation the assumptions and methodologies applicable thereto). Furthermore, Parent shall and shall cause its Affiliates and their respective personnel to refrain from taking, directly or indirectly, any action that would reasonably be expected to interfere with or delay Buyer’s timely review of the Closing Balance Sheet and Closing Schedule.

     (c)  Working Capital Purchase Price Adjustment . Upon determination of the Final Net Working Capital in accordance with the provisions of Section 2.06(b), the Cash Purchase Price (and, consequently, the Purchase Price) shall be adjusted upward by (i) the amount, if any, by which the amount of Cash set forth on the Final Schedule exceeds the Estimated Cash Amount, (ii) the amount, if any, by which the Estimated Debt Amount exceeds the amount of Debt set forth on the Final Schedule, and (iii) the amount, if any, by which the Final Net Working Capital exceeds the Benchmark Net Working Capital, (an “ Upward Adjustment for Working Capital ”) and downward by (w) the amount of the OPEB Liability, (x) the amount, if any, by which the Estimated Cash Amount exceeds the amount of Cash set forth on the Final Schedule, (y) the amount, if any, by which the amount of Debt set forth on the Final Schedule exceeds the Estimated Debt Amount, and (z) the amount, if any, by which the Benchmark Net Working Capital exceeds the Final Net Working Capital (a “ Downward Adjustment for Working Capital ”). The amount of the Upward Adjustment for Working Capital and the Downward Adjustment for Working Capital shall be netted so that only one such adjustment shall be made under this Section 2.06(c). In the case of a net Downward Adjustment for Working Capital, Parent (on its own behalf and as agent for the Affiliated Sellers) shall, within five (5) Business Days after determination of the Final Net Working Capital, make payment by wire transfer of immediately available funds to an account or accounts designated by Buyer (for its benefit and as agent for the benefit of the Affiliated Buyers) in an amount equal to the net Downward Adjustment for Working Capital, together with interest thereon at a rate equal to the Bank Rate from the Closing Date to the date of payment, calculated on the basis of a 365-day year. In the case of a net Upward Adjustment for Working Capital, Buyer (on its own behalf and as agent for the Affiliated Buyers) shall, within five (5) Business Days after determination of the Final Net Working Capital, make payment by wire transfer of immediately available funds to an account designated by Parent (for its benefit and as agent for the benefit of the Affiliated Sellers) in an amount or accounts equal to the net Upward Adjustment for Working Capital, together with interest thereon at a rate equal to the Bank Rate in effect on the date of such payment for the period from the Closing Date to the date of payment, calculated on the basis of a 365-day year.

     (d)  VEBA Purchase Price Adjustment . If the Judgment (as defined in the MOU) permits the EPD VEBA to be funded by Buyer or another Buyer Group Member after the Closing, if Parent gives its prior written consent to such funding by Buyer or another Buyer Group Member, and if the EPD VEBA is

so funded by Buyer or another Buyer Group Member, then the Cash Purchase Price shall be adjusted downward in an amount equal to the amount of cash contributed by Buyer or any Buyer Group Member to the EPD VEBA up to the amount required by the MOU or the Judgment (as defined in the MOU). Buyer shall send Parent a written notice of the funding of such EPD VEBA and Parent shall, within five (5) Business Days from the date of such notice, make payment by wire transfer of immediately available funds to an account or accounts designated by Buyer in an amount equal to the amount so contributed.

      Section 2.07. Allocation of Purchase Price . The parties agree that the Purchase Price shall be allocated as indicated on Schedule 2.07 . With regard to sales by Parent and by Affiliated Sellers organized in the U.S., Buyer and Parent shall jointly prepare Forms 8594 under Section 1060 of the Code and Forms 8883 under Section 338 of the Code relating to this transaction based on this agreed allocation and under the procedures described in Section 6.03(f) hereof. Buyer and Parent agree to file such forms with each relevant Taxing Authority. Buyer and Parent each agree to file (or cause the Affiliated Sellers, the Affiliated Buyers or the Acquired Entities, as the case may be, to file) all income, franchise and other Tax Returns, and execute such other documents as may be required by any Taxing Authority, in a manner consistent with the agreed allocation and such forms and to refrain from taking any position inconsistent with such forms or agreed allocation with any Taxing Authority; provided, however that nothing contained herein shall prevent the parties hereto from settling any proposed deficiency or adjustment by any Taxing Authority based upon or arising out of the allocation and none of the parties hereto shall be required to litigate before any court, any proposed deficiency or adjustment by any Taxing Authority challenging such allocation. If the Cash Purchase Price (and, consequently, the Purchase Price) is adjusted pursuant to Section 2.06, the allocation shall be adjusted in accordance with Sections 1060 and 338 of the Code as mutually agreed by the parties.

      Section 2.08. Closing . The closing of the purchase and sale of the Purchased Assets and the assumption of the Assumed Liabilities (the “ Closing ”) shall take place at the Cleveland offices of Thompson Hine LLP (“ Counsel to Parent ”) located at 3900 Key Tower, 127 Public Square, Cleveland, Ohio, on the later of (x) the third Business Day after the date on which all of the conditions to the parties’ obligations hereunder (other than such conditions that by their terms are satisfied at the Closing but subject to satisfaction or waiver of such conditions) have been satisfied or waived by the appropriate party, and (y) the date that is 45 days after the date hereof, or such other place and date as shall be agreed upon by the parties (the “ Closing Date ”). The Closing shall be effective at the close of business on the Closing Date or such other time as agreed by the Parties.

     (a)  Deliveries at the Closing by Parent . At or prior to the Closing Date, Parent shall deliver or cause to be delivered to Buyer the following certificates, instruments and documents which shall be duly executed by Parent or an Affiliated Seller (or Acquired Entity), where appropriate:

     (i) The Affiliate Transfer Agreements and all documents ancillary thereto or named therein as the parties shall deem reasonably necessary to consummate the sale of Other Acquired Assets and the Acquired Equity Interests and the assumption of the Other Assumed Liabilities;

     (ii) The Patent Assignment Agreement;

     (iii) The Trademark License Agreement;

     (iv) The Trademark Transfer Agreement;

     (v) The Software License Agreement;

     (vi) The Reciprocal Easement Agreement and the Leases;

     (vii) The Plant Services Agreement;

     (viii) The Domain Name Transfer Agreement;

     (ix) The Raw Materials Agreement;

     (x) The Supply Agreement;

     (xi) Deeds for the Transferred Real Property, with limited or special warranty and otherwise in such form and having such terms consistent with this Agreement and customary for such documents as Parent and Buyer deem reasonably necessary to vest title to the Transferred Real Property in the Buyer Group Member designated by Buyer in the respective jurisdictions in which the Transferred Real Property is located, subject only to the Permitted Liens (collectively, the “ Deeds ”);

     (xii) One or more bills of sale in such form and having such terms consistent with this Agreement and customary for such documents as Parent and Buyer deem reasonably necessary in order to effect the transfer to the Buyer Group Member designated by Buyer of the Purchased Assets (other than the Transferred Real Property and other than Purchased Assets to the extent held by Acquired Entities) (each a “ Bill of Sale ”);

     (xiii) One or more assignment and assumption agreements in such form and having such terms consistent with this Agreement and customary for such agreements as Parent and Buyer deem reasonably necessary in order to effect the assignment to the Buyer Group Member designated by Buyer of the Assigned Contracts and the Assigned Purchase Orders, and the assumption by the Buyer Group Member designated by Buyer of the Assumed Liabilities (other than Purchased Assets held by and Assumed Liabilities of the Acquired Entities) (the “ Parent Assignment and Assumption Agreement ”);

     (xiv) One or more assignment and assumption agreements for the Leased Real Property in such form and having such terms consistent with this Agreement and customary for such agreements as Parent and Buyer deem reasonably necessary to vest leasehold title to the Leased Real Property in the Buyer Group Member designated by Buyer in the respective jurisdictions in which the Leased Real Property is located, subject only to the Permitted Liens, and to effect the assumption by the Buyer Group Member designated by Buyer of the corresponding Assumed Liabilities (the “ Lease Assignments ”);

     (xv) The Transition Services Agreement, substantially in the form of Exhibit L (the “ Transition Services Agreement ”);

     (xvi) A certificate of the Secretary or an Assistant Secretary of Parent certifying: (A) the good standing of Parent in Ohio and (to the extent such concept is recognized) the other EPD Group Members in their respective jurisdictions of organization, (B) resolutions of the Board of Directors of Parent authorizing the execution and delivery of this Agreement by it and the performance of its obligations hereunder, and (C) the incumbency and signature of the officer of Parent executing this Agreement;

     (xvii) A certificate executed by an officer of Parent certifying that the conditions set forth in Sections 9.01(a) and (b) have been satisfied;

     (xviii) An affidavit of non-foreign ownership for the Transferred Real Property in the United States;

     (xix) One or more assignments for the Purchased Intellectual Property, in recordable form;

     (xx) An executed affidavit in accordance with Section 1445(b)(2) of the Code and Treasury Regulations Section 1.1445-2(b), certifying under penalty of perjury that Parent is not a foreign Person and setting forth the Parent’s name, tax identification number and address;

     (xxi) Resignations of all directors (or the equivalent) of each of the Acquired Entities;

     (xxii) certificates (where applicable) representing the Acquired Equity Interests, duly endorsed (or accompanied by a duly executed stock power) and in form for transfer to the Buyer Group Member designated by Buyer;

     (xxiii) the stock books, stock ledgers, minute books and corporate seals of the Acquired Entities as of the Closing Date; provided, however , that any of the foregoing items shall be deemed to have been delivered pursuant to this Section if such item is located at the offices of any of the Acquired Entities as of the Closing Date;

     (xxiv) documentation of the cost of acquisition of the stock of EPD Brazil Co. as registered before the Brazil Central Bank;

     (xxv) a receipt for the Cash Purchase Price paid in accordance with Section 2.08(b); and

     (xxvi) Such additional certificates, receipts, documents and instruments as shall be reasonably necessary or appropriate in order to perfect, confirm or evidence title in accordance with this Agreement to all or any part of the Purchased Assets.

     (b)  Deliveries at the Closing by Buyer . At or prior to the Closing Date, Buyer shall deliver or cause to be delivered to Parent the following certificates, instruments and documents which shall be duly executed by Buyer or an Affiliated Buyer, where appropriate:

     (i) The Cash Purchase Price in accordance with Section 2.05;

     (ii) The Affiliate Transfer Agreements and all documents ancillary thereto or named therein as the parties shall deem reasonably necessary to consummate the sale of Other Acquired Assets and the Acquired Equity Interests and the assumption of the Other Assumed Liabilities;

     (iii) The Patent Assignment Agreement;

     (iv) The Trademark License Agreement;

     (v) The Trademark Transfer Agreement;

     (vi) The Software License Agreement;

     (vii) The Reciprocal Easement Agreement and the Leases;

     (viii) The Plant Services Agreement;

     (ix) The Domain Name Transfer Agreement;

     (x) The Raw Materials Agreement;

     (xi) The Supply Agreement;

     (xii) The Parent Assignment and Assumption Agreement;

     (xiii) The Lease Assignments;

     (xiv) The Transition Services Agreement;

     (xv) A certificate of the Secretary of Buyer certifying: (A) the good standing of Buyer and (to the extent such concept is recognized) the Affiliated Buyers in their respective jurisdictions of organization, (B) resolutions of the Board of Directors of Buyer authorizing the execution and delivery of this Agreement by it and the performance of its obligations hereunder, and (C) the incumbency and signature of the officer of Buyer executing this Agreement;

     (xvi) A certificate executed by an officer of Buyer certifying that the conditions set forth in Sections 9.02(a) and (b) have been satisfied; and

     (xvii) Such additional certificates, receipts, documents and instruments as shall be reasonably necessary or appropriate in order to transfer and evidence the assignment and assumption of the Assumed Liabilities (other than Assumed Liabilities of the Acquired Entities) in accordance with this Agreement.

      Section 2.09. Non-Assignable Contracts . To the extent that the assignment by any EPD Group Member to any Buyer Group Member of its rights under any Purchased Asset pursuant to this Agreement is not permitted without the Consent of another party and such Consent shall not have been obtained, this Agreement shall not be deemed to constitute an undertaking to assign such Purchased Asset without such Consent if an attempted assignment would constitute a breach thereof or adversely affect the rights of any EPD Group Member thereunder. Other than with respect to any obligations expressly undertaken to be performed by Parent pursuant to this Section 2.09, Buyer agrees that neither Parent nor any Affiliated Seller shall have any liability whatsoever to Buyer arising out of or relating to the failure to obtain any such Consent, and no representation, warranty or covenant of Parent herein shall be breached or deemed breached, and no condition shall be deemed not satisfied, as a result of such failure or any Proceeding or investigation commenced or threatened by or on behalf of any Person arising out of or relating to the failure to obtain any such Consent. Parent shall use reasonable best efforts to secure such Consent (not including the payment of any consideration) prior to the Closing and Buyer shall provide or cause to be provided all commercially reasonable assistance to Parent (not including the payment of any consideration) reasonably requested by Parent to secure such Consent. If any such Consent is not obtained prior to the Closing, subject to satisfaction of the conditions to Closing set forth in Article 9, the Closing shall nonetheless take place on the terms set forth herein and, thereafter, Buyer shall use commercially reasonable efforts to secure such Consent as promptly as practicable after the Closing and Parent shall provide or cause to be provided all commercially reasonable assistance to Buyer (not including the payment of any consideration) reasonably requested by Buyer to secure such Consent, and cooperate with Buyer in any lawful and commercially reasonable arrangement reasonably proposed by Buyer under which Buyer would obtain the benefits of and assume the obligations related to any such Purchased Asset to which such Consent relates including (i) to the extent not prohibited by law or contract, continuing to hold, and to the extent required by the terms applicable to such Purchased Asset, operate such Purchased Asset, in the case of real or personal property and be bound thereby in the case of Agreements, and (ii) enforcing at Buyer’s request, or allowing Buyer and its Affiliates to enforce in a commercially reasonable manner, any rights of Parent and its Affiliates under such Purchased Asset against the issuer thereof or the other party or parties thereto (including the right to elect to terminate such of the foregoing in accordance with the terms thereof upon the request of Buyer); provided , however , that the reasonable costs and expenses (including reasonable professional fees and expenses) incurred by Parent or its Affiliates at Buyer’s request, and incurred by Buyer or its Affiliates, in each case, with respect to any of the actions contemplated under (ii) above, shall be borne equally by Buyer and Parent,

except to the extent such costs and expenses would have been Buyer’s obligation had such Purchased Asset been properly transferred to the Buyer Group at Closing, in which case such costs and expenses shall be borne solely by Buyer. Parent shall, and shall cause its Affiliates to, without further consideration therefor, and without right of set-off (other than against obligations of Buyer and its Affiliates under this Section 2.09), pay and remit to Buyer promptly all monies, rights and other considerations received in respect of such performance. To the extent that Buyer or any of its Affiliates (including the Acquired Entities) are provided the benefits of any Purchased Asset pursuant to this Section 2.09, Buyer or such Affiliate shall pay, perform and discharge fully, promptly when due, for the benefit of the issuer thereof, or the other party or parties thereto, the obligations of Parent or its relevant Affiliate, as the case may be, thereunder or in connection therewith or, if more advantageous to the parties, to take actions to enable Parent or its Affiliates to pay, perform and discharge fully such obligations, but only to the extent that (i) such action by Buyer would not result in any default thereunder or in connection therewith and (ii) such performance pertains to, or is related to, the providing (past, present or future) of benefits to Buyer or its Affiliates (including the Acquired Entities). Nothing in this Section 2.09 shall be deemed to constitute an agreement to exclude from the Purchased Assets any Agreement or any other right, title or interest in or to any asset or property.

      Section 2.10. Withholding . Except as otherwise provided in Section 6.03(a), Buyer and its Affiliates shall be entitled to deduct and withhold from the consideration otherwise deliverable under this Agreement and in connection with the transactions contemplated herein to any of Parent or the Affiliated Sellers such amounts that any of Buyer or its Affiliates is required to deduct or withhold with respect to any such deliveries and payments under the Code or any provision of state, local, provincial or foreign Tax law; provided, however , that Buyer shall take such actions as may be reasonably requested by Parent to avoid the need for such deduction and withholding subject to Buyer consent not to be unreasonably withheld. Buyer shall promptly remit any refunds of such Taxes that it may receive to Parent within seven (7) days of receipt.

      Section 2.11. Termination of Intergroup Liabilities . Except for Intergroup Payables set forth on Schedule 2.11 (the “ Purchased Intergroup Notes ”) as outstanding immediately after Closing, on or prior to the Closing Date, all Intergroup Payables and all Intergroup Receivables shall in each case be paid in full or otherwise extinguished in a manner that does not increase any Tax liability or decrease any Tax asset of any Acquired Entity, such that immediately prior to the Closing all such liabilities shall have been extinguished. For the avoidance of doubt, if (i) the payment of dividends by an Acquired Entity to satisfy an Intergroup Payable owed by such Acquired Entity or (ii) the cancellation without receipt of payment by an Acquired Entity of an Intergroup Receivable held by such Acquired Entity (which cancellation is treated as a deemed dividend for U.S. federal income tax purposes) were to create a deemed paid tax credit, the creation of such deemed paid tax credit will not result in the decrease of a Tax asset of any such Acquired Entity for purposes of this Section 2.11. Schedule 2.11 sets forth any Intergroup Payable and Intergroup Receivables that shall be extinguished other than through payment in full and reasonable detail of the method by which it shall be extinguished.

ARTICLE 3. REPRESENTATIONS AND WARRANTIES OF BUYER

     Except as set forth in the Schedules, Buyer hereby represents and warrants to Parent as follows:

      Section 3.01. Corporate Organization and Qualification . Each Buyer Group Member is duly incorporated or organized, validly existing and in good standing under the laws of its jurisdiction of incorporation or organization, and has all requisite corporate or other power and authority to own, lease and operate its property and otherwise conduct its business as now being conducted. Each Buyer Group Member is duly qualified to do business and in good standing in each jurisdiction where failure to be so

qualified or in good standing could reasonably be expected to, individually or in the aggregate, have a material adverse effect on Buyer’s ability to consummate the transaction.

      Section 3.02. Authorization of Transaction . Buyer has all requisite corporate or other power and authority to enter into this Agreement, and each Buyer Group Member has the requisite corporate or other power and authority to enter into the Other Agreements to which it is a party and the other documents to be executed by it in connection with this Agreement and the Other Agreements to which it is a party, to perform its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby. All necessary and appropriate corporate action has been taken by each Buyer Group Member with respect to the execution, delivery and performance of this Agreement and the Other Agreements. This Agreement has been, and at the Closing, the Other Agreements will be, duly executed, and, assuming due authorization, execution and delivery by the appropriate EPD Group Member, constitute or will constitute, as applicable, legal, valid and binding obligations of Buyer and/or the Affiliated Buyers, as the case may be, enforceable in accordance with their respective terms, except to the extent that enforceability may be limited by applicable bankruptcy, insolvency, reorganization, receivership, moratorium and other similar laws relating to or affecting the rights and remedies of creditors generally and by general principles of equity.

      Section 3.03. No-Conflict; Consents . Buyer’s execution, delivery and performance of this Agreement and the execution, delivery and performance by each Buyer Group Member of the Other Agreements to which it is a party and the consummation of the transactions contemplated hereby and thereby do not, and will not, directly or indirectly (with or without notice or lapse of time or both), (a) (i) violate any Buyer Group Member’s organizational documents, (ii) violate any Applicable Legal Requirement to which any Buyer Group Member is subject (assuming the receipt of all Consents set forth in (b) below), or (iii) materially breach or result in a default or termination or acceleration right, or the loss of any benefit, under any material Agreement to which any Buyer Group Member is a party or by which any Buyer Group Member is bound (assuming the receipt of all Consents set forth in (b) below) or (b) require any Consent of, notice to, or declaration, filing or registration by any Buyer Group Member with, any Governmental Authority or other Person other than (i) any Consent, notice or filing required by any Antitrust Law, which Consents, notices and or filings are described on Schedule 3.03(b) , (ii) such additional Consents, notices or filings set forth on Schedule 3.03(b) (collectively, the “ Buyer Consents ”), or (iii) Consents, notices or filings the failure of which to obtain or make would not, individually or in the aggregate, materially prevent or delay consummation of the transactions contemplated hereby or by the Other Agreements.

      Section 3.04. Finders, Brokers . Except as set forth on Schedule 3.04 , neither Buyer nor any Affiliate of Buyer is a party to any agreement with any finder, broker, investment bank or other agent, or in any way obligated to such Person, for any commissions, fees or expenses incurred in connection with the origin, negotiation, execution or performance of this Agreement or the Other Agreements or the transactions contemplated hereby or thereby. Buyer and its Affiliates shall be responsible for all amounts payable to the Persons set forth on Schedule 3.04 .

      Section 3.05. Financing . Concurrently with the execution of this Agreement, Buyer has delivered correct and complete copies of (a) an executed equity commitment letter dated the date hereof from Carlyle Partners IV, L.P. (the “ Equity Commitment Letter ”) to provide equity financing in an aggregate amount of $468,900,000, and (b) an executed debt commitment letter dated the date hereof from Lehman Brothers Inc., Lehman Commercial Paper Inc., Lehman Brothers Commercial Bank, Goldman Sachs Credit Partners L.P., JPMorgan Chase Bank, N.A, and J.P. Morgan Securities Inc. (the “ Debt Commitment Letter ”) to provide debt financing in an aggregate amount of $1,160,000,000 which consists of $1,060,000,000 under a term loan to be drawn at the Closing and $100,000,000 under a revolving loan. As of the date of this Agreement, the Equity Commitment Letter is in full force and effect

and is a legal, valid and binding obligation of Buyer and its Affiliates and the other parties thereto, each Debt Commitment Letter is in full force and effect and is a legal, valid and binding obligation of Buyer and its Affiliates and, to the knowledge of Buyer, the other parties thereto, and the financing commitments thereunder have not been amended, rescinded or terminated. As of the date of this Agreement, no event has occurred that, with or without notice, lapse of time or both, would constitute a default, a breach or an event of default in any case in any material respect on the part of Buyer or any of its Affiliates under any term of the Financing Commitments. The aggregate proceeds contemplated by the Financing Commitments, if obtained, will be sufficient to pay the Cash Purchase Price, after adjustment pursuant to Section 2.06, and to satisfy and perform the other obligations of Buyer hereunder and pursuant to the Other Agreements that are to be satisfied or performed at Closing, including the payment of all costs and fees to be borne by Buyer and its Affiliates. As of the date hereof, Buyer has no reason to believe that any of the conditions to the Financing within Buyer’s control will not be satisfied on a timely basis. Buyer and its Affiliates have paid all commitment fees or other fees required by the Debt Commitment Letter to be paid by them on or prior to the date of this Agreement and agree to pay any additional fees as they become due. The obligations to make the Financing available to Buyer and its Affiliates pursuant to the terms of the Financing Commitments are not subject to any terms or conditions other than those set forth in the Financing Commitments and the payment of certain fees and expenses related thereto as set forth in a fee letter that has been executed by Buyer and the other parties to the Debt Commitment Letter, and there are no express contractual contingencies under any Agreement relating to the transactions contemplated by this Agreement to which Buyer or any of its Affiliates is a party that would permit the counterparties to the Financing Commitments to reduce the total amount of the Financing or impose any additional condition precedent to the availability of the financing contemplated by the Financing Commitments. As of the date hereof, Buyer has no Agreements with any Person concerning the contributions to be made to Buyer in connection with the transactions contemplated by this Agreement other than as set forth in the Financing Commitments. As of the date of this Agreement, the Guarantee is in full force and effect and is a legal, valid and binding obligation of Guarantor.

      Section 3.06. Litigation . As of the date hereof, there is no Proceeding, in law or in equity, pending nor, to the Knowledge of Buyer, threatened against Buyer or any of its Affiliates which in any manner challenges or seeks to prevent, enjoin, alter or delay the transactions contemplated by this Agreement, the Other Agreements, the Debt Commitment Letters or the Equity Commitment Letter.

      Section 3.07. Solvency . Immediately after giving effect to the transactions contemplated by this Agreement (including the Financing), assuming (w) that immediately prior to the Closing, each of the Acquired Entities, the Business taken as a whole, and the portion of the Business held by each EPD Group Member meets the solvency tests set forth below, (x) the satisfaction of the conditions to Buyer’s obligation to consummate the Acquisition, (y) the accuracy and completeness in all respects (without regard to qualifications for Knowledge, materiality or Material Adverse Effect) of the representations and warranties of Parent contained herein, and (z) solely for the purposes of this Section 3.07, that the most recent financial forecasts relating to the Business made available to Buyer by Parent prior to the date of this Agreement are substantially achieved in the amounts and at the times set forth therein, (i) none of Buyer, the Acquired Entities or their respective subsidiaries will have incurred debts beyond its ability to pay such debts as they mature or become due in the normal course of business, (ii) the then present fair salable value of the assets of each of Buyer, the Acquired Entities or their respective subsidiaries (determined on a going concern basis) will exceed the amount that will be required to pay its probable liabilities (including the probable amount of all contingent liabilities) and its debts as they become absolute and matured in the normal course of business, and (iii) none of the Buyer, the Acquired Entities and their respective subsidiaries will have unreasonably small capital to carry on its business as presently conducted or as proposed to be conducted. For purposes of this Section 3.07, no Person will have “an unreasonably small amount of capital” or be unable to pay amounts as they mature or become due so long as such Person will be able to generate enough cash from operations, asset dispositions or refinancing, or

a combination thereof, to meet its obligations as they become due. No transfer of property is being made and no obligation is being incurred in connection with the transactions contemplated by this Agreement with the intent to hinder, delay or defraud either present or future creditors of the Business, Buyer, the Acquired Entities or their respective subsidiaries.

      Section 3.08. Inspections . Buyer has been provided with access to such information, documents and other materials relating to the Business as it has deemed necessary to enable it to make an informed decision, has had such time as Buyer deems necessary and appropriate to fully and completely review and analyze such information, documents and other materials and has been provided an opportunity to ask questions of Parent with respect to such information, documents and other materials and has received satisfactory answers to such questions. Buyer acknowledges that Parent has not made any representations or warranties, express or implied, as to the accuracy or completeness of such information, documents and other materials other than the representations and warranties contained in this Agreement or the Other Agreements. As of the date of this Agreement, neither Daniel Pryor nor Sameer Bhargava actually knows that any of the representations or warranties of Parent made in this Agreement or in the Other Agreements are not true and correct in any material respect.

      Section 3.09. Purchase for Investment . Buyer is purchasing the Acquired Equity Interests for investment for its own account and not with a view to, or for sale in connection with, any distribution thereof in violation of applicable securities laws. Buyer (either alone or together with its advisors) has sufficient knowledge and experience in financial and business matters so as to be capable of evaluating the merits and risks of its investment in the Acquired Equity Interests and is capable of bearing the economic risks of such investment.

ARTICLE 4. REPRESENTATIONS AND WARRANTIES OF PARENT

     Except as set forth in the Schedules, Parent hereby represents and warrants to Buyer, as follows:

      Section 4.01. Corporate Organization and Qualification . Each EPD Group Member is duly incorporated or organized, validly existing and in good standing under the laws of its jurisdiction of incorporation or organization, and has all requisite corporate or other power and authority to own, lease, license and operate its property and otherwise conduct the Business as now being conducted. Each EPD Group Member is duly qualified to do business and in good standing in each jurisdiction where failure to be so qualified or in good standing could reasonably be expected to have a Material Adverse Effect. Parent has previously made available to Buyer copies of the organizational documents of each EPD Group Member. Such copies are true, correct and complete in all material respects as of the date hereof.

      Section 4.02. Authorization of Transaction . Parent has all requisite corporate power and authority to enter into this Agreement, and each EPD Group Member has all requisite corporate power and authority to enter into the Other Agreements to which it is a party and the other documents to be executed by it in connection with this Agreement and the Other Agreements to which it is a party, to perform its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby. Other than by the Affiliated Sellers and Acquired Entities with respect to certain actions required in connection with the Pre-Closing Reorganization, which actions will be taken prior to Closing, all necessary and appropriate corporate action has been taken by Parent with respect to the execution, delivery and performance of this Agreement and any Other Agreement to which it is a party and will be taken prior to the Closing by each EPD Group Member with respect to the execution, delivery and performance of the Other Agreements, no other action or proceedings on the part of any EPD Group Member or its equity holders being necessary. This Agreement has been, and at Closing the Other Agreements will be, duly executed and delivered, and, assuming due authorization, execution, and

delivery by the appropriate Buyer Group Member, constitute or will constitute, as applicable, legal, valid and binding obligations of Parent or the relevant EPD Group Member, as the case may be, enforceable in accordance with their respective terms, except to the extent that enforceability may be limited by applicable bankruptcy, insolvency, reorganization, receivership, moratorium and other similar laws relating to or affecting the rights and remedies of creditors generally and by general principles of equity.

      Section 4.03. No-Conflict; Consents . Parent’s execution, delivery and performance of this Agreement and each EPD Group Member’s execution, delivery and performance of the Other Agreements to which it is a party and the consummation of the transactions contemplated hereby and thereby do not, and will not, directly or indirectly (with or without notice or lapse of time or both), (a) (i) violate any EPD Group Member’s organizational documents, (ii) violate any Applicable Legal Requirement to which it or any of the Purchased Assets is subject (assuming the receipt of all Consents set forth in (b) below), (iii) result in the creation of any Lien (other than a Permitted Lien) upon any of the Purchased Assets (assuming the receipt of all Consents set forth in (b) below), or (iv) breach or result in a default or termination or acceleration right, or in the loss of any benefit, under any Agreement or permit to which it is a party or by which it or any of the Purchased Assets is bound (assuming the receipt of all Consents set forth in (b) below), except in the case of (ii), (iii), and (iv) above for such matters as would not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect, or (b) require any Consent of, notice to, or declaration, filing or registration by any EPD Group Member with, any Governmental Authority or other Person other than: (i) any Consent, notice or filing required by any Antitrust Law, which Consents, notices and filings are described on Schedule 4.03(b) , (ii) such additional Consents, notices and filings set forth on Schedule 4.03(b) (the “ Parent Consents ”), or (iii) Consents, notices and filings the failure of which to obtain or make would not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect.

      Section 4.04. Capitalization of the Acquired Entities . Schedule 4.04 sets forth, with respect to each Acquired Entity, (i) its name, (ii) its type of entity and jurisdiction of organization, (iii) the number (other than for equity interests denominated in percentages), type and par value (where applicable) of each class of its authorized capital stock (or other equity interests), (iv) the number (other than for equity interests denominated in percentages) of each class of equity interests that is issued and outstanding, (v) the record and (with respect to beneficial holders other than Parent and its Affiliates, to the Knowledge of Parent) beneficial holders of such equity interests and the number or percentage, as applicable, of each class held by each of them. All outstanding shares of capital stock or other equity interests of each Acquired Entity were duly authorized and validly issued in compliance with all Applicable Legal Requirements, and are, where applicable, fully paid, nonassessable, and free of pre-emptive or other similar rights. Except as set forth on Schedule 4.04 , Parent or one or more of the Affiliated Sellers owns of record and beneficially all the issued and outstanding shares of capital stock or other equity interests of all the Acquired Entities free and clear of any Liens. Except as set forth on Schedule 4.04 , there are no outstanding options, warrants, rights or other securities exercisable, convertible or exchangeable for any capital stock or other equity interests of any Acquired Entity, any other commitments, agreements or other obligations providing for the issuance of additional shares, the sale of treasury shares or for the repurchase or redemption of shares of any capital stock or other equity interests of any Acquired Entity, or any agreements of any kind which may obligate any Acquired Entity to issue, purchase, register for sale, redeem or otherwise acquire any of its capital stock or other equity interests. Except as set forth on Schedule 4.04 , the Acquired Entities do not own, directly or indirectly, any equity or voting interest in, or otherwise control, any Person, and have no agreement or commitment to acquire any such interest. Except as set forth in Schedule 4.04, there are no voting trusts, stockholder agreements, proxies or other Agreements in effect with respect to the voting or transfer of the equity interests in Acquired Entities held by Parent or any of its Affiliates or, to the Knowledge of Parent, the equity interests in Acquired Entities held by any other Person.

      Section 4.05. Financial Statements .

     (a) Attached to Schedule 4.05(a) are true and complete copies of the audited combined balance sheets as of December 31, 2004, 2005 and 2006 and the audited combined statements of income, divisional equity and cash flows for each of the one-year periods then ended of Parent’s engineered products division, together with any related notes or schedules and accompanied by the auditor’s report thereon (the “ Audited Financial Statements ”). The Audited Financial Statements have been prepared in accordance with GAAP and fairly present in all material respects the financial condition and results of operations of Parent’s engineered products division at the respective dates of and for the periods referred to therein as more fully described in the notes to such financial statements.

     (b) Attached to Schedule 4.05(b) are true and complete copies of the unaudited combined balance sheet as of December 31, 2004, 2005 and 2006 and the unaudited combined statements of income for the one-year periods then ended of the Business (collectively, the “ Business Financial Statements ”). The Business Financial Statements have been prepared in accordance with GAAP , except as outlined in and in any case more fully described in Schedule 4.05(b) , applied on a consistent basis and fairly present in all material respects the combined financial condition and results of operations of the Business at the respective dates of and for the periods referred to therein. The Business Financial Statements reflect certain pro forma adjustments to the Audited Financial Statements, which are described in reasonable detail on Schedule 4.05(b) (the “ Pro Forma Adjustments ”). The Pro Forma Adjustments represent Parent’s best estimate of the material adjustments that are required to be made to the Audited Financial Statements in order to fairly present the financial position and results of operations of the Business.

      Section 4.06. Absence of Undisclosed Liabilities . The Acquired Entities and (with respect to the Business or the Purchased Assets) the other EPD Group Members have no liability (whether absolute or contingent), that would be required to be accrued or reserved for on, or discussed in the footnotes to, a combined balance sheet of the Business prepared in accordance with GAAP, except for liabilities (i) described and disclosed in this Agreement or in Schedule 4.06 , (ii) included, reserved or reflected in the Audited Financial Statements (or the notes thereto), or the Business Financial Statements, (iii) arising in the Ordinary Course of Business since December 31, 2006, (iv) that are the Retained Liabilities, and (v) that individually or in the aggregate would not reasonably be expected to result in a Material Adverse Effect.

      Section 4.07. Taxes . With respect to Taxes or Tax Returns arising out of or relating to the Business or the Purchased Assets, except as set forth on Schedule 4.07 :

     (a) All Tax Returns required to be filed by Parent (or an EPD Group Member) with any Taxing Authority have been filed in accordance with all Applicable Legal Requirements and are true, correct and complete in all material respects;

     (b) With regard to Parent (or an Affiliated Seller), all Taxes the non-payment of which would result in a Lien on any Purchased Asset have been paid or are not yet due and payable;

     (c) With regard to the Acquired Entities, all Taxes have been paid or, if not yet due and payable, are fully and adequately accrued for and reflected as liabilities in the most recent balance sheet in the Business Financial Statements, and the unpaid Taxes of the Acquired Entities for taxable periods ending on or prior to the closing date and Pre-Closing Periods will not, as of the Closing Date, exceed the reserve for Tax liabilities included in the calculation of Closing Net Working Capital on the Final Schedule;

     (d) There is no material audit, action, suit or proceeding now pending against Parent or an Affiliated Seller with respect to any Tax and neither Parent nor any Affiliated Seller has received a notice of any material deficiencies, pending audits, assessments or proceedings;

     (e) There is no audit, action, suit or proceeding now pending against any Acquired Entity with respect to any Tax and no Acquired Entity has received a notice of any deficiency, pending audit assessment or proceeding;

     (f) No material deficiency for any Tax or claim for additional Taxes by any Taxing Authority has been assessed or is pending against Parent (or an EPD Group Member) or to the Knowledge of Parent, is threatened;

     (g) No deficiency for any Tax or claim for additional Taxes by any Taxing Authority has been assessed or is pending against any Acquired Entity or to the Knowledge of Parent, is threatened;

     (h) There is no extension or waiver of the limitation period applicable to any Tax or Tax Return of Parent (or an EPD Group Member);

     (i) Each of the Acquired Entities (i) has withheld from any employee, customer, independent contractor, creditor, shareholder and any other applicable payee proper and accurate amounts for all taxable periods in compliance with all Tax withholding provisions of Applicable Legal Requirements and (ii) has remitted, or will remit on a timely basis, such amounts to the appropriate Taxing Authority;

     (j) There are no Tax liens on the Purchased Assets or the assets of the Acquired Entities other than Permitted Liens;

     (k) No Acquired Entity has (i) consented at any time under former Section 341(f)(1) of the Code to have the provisions of former Section 341(f)(2) of the Code apply to any disposition of any assets, (ii) agreed, or is required, to make any adjustment under Section 481(a) of the Code by reason of a change in accounting method or otherwise, (iii) made an election, or is required, to treat any asset as owned by another person pursuant to the provisions of former Section 168(f) of the Code or as tax-exempt bond financed property or tax-exempt use property within the meaning of Section 168 of the Code, (iv) acquired or owns any assets that directly or indirectly secure any debt the interest on which is tax exempt under Section 103(a) of the Code, (v) distributed the stock of any corporation or had its stock distributed by another person in a transaction satisfying or intending to satisfy the requirements of Section 355 of the Code, or (vii) made any of the foregoing elections or is required to apply any of the foregoing rules under any comparable foreign, state or local Tax provision;

     (l) No Acquired Entity has made any payments, is obligated to make any payments or is a party to any agreement or agreements that, individually or collectively, provide for the payment by any Acquired Entity of any amount of salaries or other compensation for services (i) that is not deductible under Sections 162(a)(1) or 404 of the Code or (ii) that is an “excess parachute payment” pursuant to Section 280G of the Code;

     (m) No Acquired Entity is a party to any Tax sharing or Tax indemnity agreements or similar arrangements pursuant to which Buyer Group would have any obligation to make payments after Closing;

     (n) No Acquired Entity has been a member of any affiliated group of corporations within the meaning of Section 1504 of the Code or of any group that has filed a combined, consolidated or unitary state or local return (other than a member of an affiliated group of which the common parent is or was Parent (such affiliated group, the “Group”)). No Acquired Entity has any liability for the Taxes of any

other person under Treasury Regulation Sections 1.1502-6 (or any similar provision of state, local, or foreign law), as a transferee or successor, by contract or otherwise (other than for Taxes of other members of the Group);

     (o) No Acquired Entity is or has been a United States real property holding corporation within the meaning of Section 897(c)(2) of the Code during the applicable period specified in Section 897(c)(1)(A)(ii) of the Code. No Acquired Entity incorporated outside of the United States (a “Non-U.S. Acquired Entity”) has made an election under Section 897(i) of the code to be treated as a United States corporation for purposes of Section 897, 1445 and 6039C of the Code;

     (p) No Acquired Entity shall be required to include in a Post-Closing Period or taxable period beginning after the Closing Date taxable income attributable to income of any Acquired Entity that accrued in a Pre-Closing Period or taxable period ending on or before the Closing Date but was not recognized in any such period for any reason, including (i) the installment method of accounting, (ii) the long-term contract method of accounting, or (iii) a “closing agreement” as described in Section 7121 of the Code (or any provision of any foreign, state or local Tax law having similar effect);

     (q) No Acquired Entity has participated in a “listed transaction” within the meaning of Treasury Regulation Section 1.6011-4(b)(2), and each Acquired Entity has disclosed on its U.S. federal income Tax Returns all positions taken therein that could give rise to a substantial understatement of U.S. federal income Tax within the meaning of Section 6662 of the Code;

     (r) No Non-U.S. Acquired Entity (i) has an investment in U.S. property within the meaning of Section 956 of the Code, (ii) is engaged in a United States trade or business for U.S. federal income Tax purposes, or (iii) is a passive foreign investment company within the meaning of the Code; and

     (s) No Non-U.S. Acquired Entity is a “surrogate foreign corporation” within the meaning of Section 7874(a)(2)(B) of the Code or is treated as a U.S. corporation under Section 7874(b) of the Code.

     (t) At Closing, Parent’s tax basis in the stock of EPD Brazil Co. for Brazil tax purposes will be equal to the cost of acquisition of the stock of EPD Brazil Co. as registered before the Brazil Central Bank.

      Section 4.08. Legal Proceedings . Except as set forth on Schedule 4.08 , as of the date hereof there is no pending or, to the Knowledge of Parent, threatened Proceeding by or against Parent or any of its Affiliates in respect of the Business or the Purchased Assets that involves one or more claims for (x) injunctive relief that would materially hinder or impair the operation of the Business or the use of the Purchased Assets or (y) monetary damages exceeding $5,000,000 individually or in the aggregate.

     (a) Except as disclosed on Schedule 4.08 , there are no material unsatisfied Judgments outstanding against any Acquired Entity, Purchased Asset or (with respect to the Business or the Purchased Assets) other EPD Group Member.

     (b) The representations and warranties in this Section 4.08 shall not be deemed to apply to any Proceeding relating to any Environmental Law or any matter otherwise covered by Article 8.

     (c) The representations and warranties in this Section 4.08 shall not be deemed to apply to any Proceeding relating to any Taxes or any matter otherwise covered by Section 4.07.

      Section 4.09. Compliance with Laws and Permits .

     (a) As of the date hereof, except as set forth on Schedule 4.09 , to the Knowledge of Parent, no Acquired Entity or (with respect to the Business or the Purchased Assets) other EPD Group Member is, or during the past three years, has been, the subject of any pending or threatened investigation of or by any Governmental Authority with respect to any actual or alleged material violation of Applicable Legal Requirements.

     (b) Except as set forth on Schedule 4.09 , Parent and its Affiliates (with respect to the Business and the Purchased Assets) and each of the Acquired Entities are, and at all times during the past three (3) years have been, in compliance with all Applicable Legal Requirements, other than where the failure to comply with such Applicable Legal Requirements would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. During the past three (3) years through the date hereof, neither Parent nor any of its Affiliates has received any written (or to the Knowledge of Parent oral) notice, charge, claim or assertion from any Governmental Authority to the effect that any Acquired Entity or (with respect to the Business or the Purchased Assets) Parent or any of its other Affiliates is not in compliance with any such Applicable Legal Requirement, other than where the failure to comply with such Applicable Legal Requirements would not reasonably be expected to, individually or in the aggregate, have a Material Adverse Effect.

     (c) Each EPD Group Member is in material compliance with all material Permits and has not received, at any time during the past three (3) years, any written notice (including any citations, notices of violations, complaints or consent orders) that the Business is not or was not in compliance with any material Permit with respect to the conduct of the Business, which noncompliance, individually or in the aggregate, would have or reasonably be expected to have a Material Adverse Effect. The Acquired Entities or (with respect to the Business or th