Case: SDB Doc#:364 Filed:08/28/18 Entered:08/28/18 16:26:51 Page:1 of 7

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1 Case: SDB Doc#:364 Filed:08/28/18 Entered:08/28/18 16:26:51 Page:1 of 7 IN THE UNITED STATES BANKRUPTCY COURT FOR THE SOUTHERN DISTRICT OF GEORGIA AUGUSTA DIVISION In re: ) Chapter 11 ) FIBRANT, LLC, et al., 1 ) Case No (SDB) ) ) Debtors. ) Jointly Administered ) DEBTORS MOTION FOR APPROVAL OF LEASE AGREEMENT WITH PRAXAIR, INC. Fibrant, LLC ( Fibrant ) and its affiliated debtors-in-possession (collectively, the Debtors ), pursuant to section 363 of the Bankruptcy Code, hereby submit this Motion for Approval of Lease Agreement With Praxair, Inc. (the Motion ) and show the Court as follows: SUMMARY OF RELIEF REQUESTED Fibrant is a party to a lease agreement (the Lease Agreement ), attached hereto as Exhibit A, with Praxair, Inc. ( Praxair ) under which Fibrant is a ground lessor of certain property located at 1479 Columbia Nitrogen Drive, Augusta, Richmond County, Georgia (the Property ). The Debtors seek authorization to enter into the Lease Agreement as the lessor of the Property, which requires court approval under 11 U.S.C. 363 because it is a use of estate property outside of the ordinary course. The total lease payment to Fibrant is $240, and it is an upfront payment of rent for a five year rental period. 1 The Debtors in these chapter 11 cases, along with the last four digits of each Debtor s federal tax identification number, are: Fibrant, LLC (6694); Evergreen Nylon Recycling, LLC (7625); Fibrant South Center, LLC (8270); and Georgia Monomers Company, LLC (0042).

2 Case: SDB Doc#:364 Filed:08/28/18 Entered:08/28/18 16:26:51 Page:2 of 7 JURISDICTION AND VENUE 1. This Court has jurisdiction over these cases and this matter pursuant to 28 U.S.C. 157(b) and This is a core proceeding within the meaning of 28 U.S.C. 157(b)(2)(A). Venue is proper in this district pursuant to 28 U.S.C and BACKGROUND 2. On February 23, 2018 (the Petition Date ), the Debtors filed voluntary petitions with the Court under chapter 11 of the Bankruptcy Code. 3. The factual background relating to the Debtors commencement of these chapter 11 cases is set forth in detail in the Declaration of David Leach in Support of First-Day Motions and Applications (the First-Day Declaration ), filed on the Petition Date and incorporated herein by reference. 4. The Debtors have continued in possession of their properties and continue to manage their business as debtors-in-possession pursuant to Sections 1107(a) and 1108 of the Bankruptcy Code. 5. An Official Committee of Unsecured Creditors was appointed on March 16, As of the date of this filing, no request for the appointment of a trustee or examiner has been made. ADDITIONAL FACTS 6. Fibrant s predecessor-in interest, Columbia Nitrogen Corporation, and Praxair s predecessor-in-interest, Liquid Carbonic Corporation, are parties to that certain Lease, dated as of September 12, 1983, as amended by Lease Amendment, dated as of May 27, 1986 (as amended, the Original Lease ). The Lease Agreement provides that the Original Lease will terminate on the effective date and the parties rights will be governed by the Lease Agreement. 2

3 Case: SDB Doc#:364 Filed:08/28/18 Entered:08/28/18 16:26:51 Page:3 of 7 7. The Lease Agreement provides the Debtors with a cash infusion that will help fund the winddown of their businesses. The terms are reasonable and consistent with the lease payments for other comparable properties. Accordingly, the Lease Agreement should be approved. AUTHORITY FOR RELIEF 8. Bankruptcy Code section 363(b) authorizes a debtor to use, lease, or sell assets of the estate other than in the ordinary course of business. See 11 U.S.C. 363(b)(1). Courts review a debtor's use of estate property outside of the ordinary course of business pursuant to a debtor's demonstration of sound business judgment. In re Friedman's, Inc., 336 B.R. 891, 895 (Bankr. S.D. Ga. 2005) (citations omitted). 9. Section 363 incorporates a business judgment standard for use, sale or lease of property of the estate outside of the ordinary course of business. See In re Asarco, Inc. v. Elliot Mgmt. (In re Asarco, L.L.C.), 650 F.3d 593, 601 (5th Cir. 2011). The business judgment standard is flexible and encourages discretion. Whether the proffered business justification is sufficient depends on the case.... The bankruptcy judge should consider all salient factors pertaining to the proceeding and, accordingly, act to further the diverse interests of the debtor, creditors and equity holders, alike. Id. (quoting In re Cont l Air Lines, Inc., 780 F.2d 1223, 126 (5th Cir. 1986)). Courts should approve an exercise of a debtor's business judgment unless it is so manifestly unreasonable that it could not be based on sound business judgment, but only on bad faith, or whim or caprice. In re Friedman's, Inc., 336 B.R. at 895 (quoting Lubrizol Enterprises, Inc. v. Richmond Metal Finishers, Inc., 756 F.2d 1043, 1047 (4th Cir. 1985)). 10. Furthermore, Section 1108 of the Bankruptcy Code provides that [u]nless the court, on request of a party in interest and after notice and a hearing, orders otherwise, the trustee 3

4 Case: SDB Doc#:364 Filed:08/28/18 Entered:08/28/18 16:26:51 Page:4 of 7 [or debtor-in-possession] may operate the debtor s business. See In re All Seasons Indus., Inc., 121 B.R. 822, 825 (Bankr. N.D. Ind. 1990) (citing 11 U.S.C & 1108) ( Following the filing of a petition for relief under Chapter 11, a debtor is specifically authorized by the Bankruptcy Code to remain in possession of its assets and to continue operating its business. ); Committee of Asbestos-Related Litigants and/or Creditors v. Johns-Manville Corp. (In re Johns- Manville Corp.), 60 B.R. 612, 615 (Bankr. S.D.N.Y. 1986) (same). 11. Pursuant to the Debtors statutory right to operate their businesses, the Debtors have determined, in the exercise of their business judgment, that the execution of the Lease Agreement is necessary for the effective administration of their businesses and the orderly and efficient progression of these chapter 11 cases. For the reasons set forth in the preceding section, the Debtors believe the Lease Agreement is in the best interests of their estates and should be approved. NOTICE 12. A copy of this Motion has been provided to (a) parties on the Master Service List; (b) Praxair, Inc.; and (c) all governmental authorities known to the Debtors that may have regulatory oversight over the Property. The Debtors respectfully submit that such notice is sufficient and proper under the circumstances, and that no other or further notice is required. CONCLUSION WHEREFORE, based upon the foregoing, the Debtors respectfully request that the Court enter an Order in the form attached hereto as Exhibit B: (a) approving the Lease Agreement and (b) granting such other and further relief as the Court deems just and proper. 4

5 Case: SDB Doc#:364 Filed:08/28/18 Entered:08/28/18 16:26:51 Page:5 of 7 Dated: August 28, 2018 Augusta, Georgia Respectfully submitted, KING & SPALDING LLP /s/ Paul K. Ferdinands Paul K. Ferdinands Georgia Bar No pferdinands@kslaw.com Jonathan W. Jordan Georgia Bar No jjordan@kslaw.com Sarah L. Primrose Georgia Bar No sprimrose@kslaw.com 1180 Peachtree Street Atlanta, Georgia Telephone: (404) Facsimile: (404) and KLOSINSKI OVERSTREET, LLP James C. Overstreet Jr. Georgia Bar No jco@klosinski.com 1229 Augusta West Parkway Augusta, GA Telephone: (706) Facsimile: (706) COUNSEL FOR THE DEBTORS-IN-POSSESSION 5

6 Case: SDB Doc#:364 Filed:08/28/18 Entered:08/28/18 16:26:51 Page:6 of 7 IN THE UNITED STATES BANKRUPTCY COURT FOR THE SOUTHERN DISTRICT OF GEORGIA AUGUSTA DIVISION In re: ) Chapter 11 ) FIBRANT, LLC, et al., 1 ) Case No (SDB) ) ) Debtors. ) Jointly Administered ) Before the Court is the Motion of Fibrant, LLC ( Fibrant ) and its affiliated debtors-inpossession (collectively, the Debtors ), pursuant to section 363 of title 11 of the United States Code (the Bankruptcy Code ), for Approval of Lease Agreement With Praxair, Inc. (the Motion ). Based upon the pleadings and record, the Court is of the opinion that the relief is proper under Bankruptcy Code section 363 and should be approved. It is therefore ORDERED that the Motion is GRANTED; and it is further 1 The Debtors in these chapter 11 cases, along with the last four digits of each Debtor s federal tax identification number, are: Fibrant, LLC (6694); Evergreen Nylon Recycling, LLC (7625); Fibrant South Center, LLC (8270); and Georgia Monomers Company, LLC (0042).

7 Case: SDB Doc#:364 Filed:08/28/18 Entered:08/28/18 16:26:51 Page:7 of 7 ORDERED that the Court approves the Lease Agreement between Fibrant and Praxair Inc. described in the Motion; and authorizes Fibrant to execute the Lease Agreement and consummate the transactions required under the Lease Agreement. ### Prepared and presented by: KING & SPALDING LLP /s/ Paul K. Ferdinands Paul K. Ferdinands Georgia Bar No pferdinands@kslaw.com Jonathan W. Jordan Georgia Bar No jjordan@kslaw.com Sarah L. Primrose Georgia Bar No sprimrose@kslaw.com 1180 Peachtree Street Atlanta, Georgia Telephone: (404) Facsimile: (404) and KLOSINSKI OVERSTREET, LLP James C. Overstreet Jr. Georgia Bar No jco@klosinski.com 1229 Augusta West Parkway Augusta, GA Telephone: (706) Facsimile: (706) COUNSEL FOR THE DEBTORS-IN-POSSESSION 2

8 Case: SDB Doc#:364-1 Filed:08/28/18 Entered:08/28/18 16:26:51 12 Page:1 of EXHIBIT A Lease Agreement

9 Case: SDB Doc#:364-1 Filed:08/28/18 Entered:08/28/18 16:26:51 Page:2 of 12 EXECUTION GROUND LEASE THIS GROUND LEASE (this Lease ), entered into as of August, 2018 (the Effective Date ), is by and between FIBRANT, LLC, a Delaware limited liability company, having its principal office and place of business at 1472 Columbia Nitrogen Drive, Augusta, GA 30901, as landlord ( Landlord ), and PRAXAIR, INC., a Delaware corporation, having its principal office and place of business at 10 Riverview Drive, Danbury, CT 06810, as tenant ( Tenant ). W I T N E S E T H: WHEREAS, Landlord owns certain real property located in Augusta, Georgia, more particularly described herein; WHEREAS, Tenant desires to lease from Landlord its real property located in Augusta, Georgia; and WHEREAS, Landlord s predecessor-in interest, Columbia Nitrogen Corporation and Tenant s predecessor-in-interest Liquid Carbonic Corporation are parties to that certain Lease, dated as of September 12, 1983, as amended by Lease Amendment, dated as of May 27, 1986 (as amended, the Original Lease ), which Original Lease shall be terminated as of the Effective Date. NOW, THEREFORE, in consideration of the premises and mutual covenants herein contained and intending to be legally bound hereby, the parties hereby agree as follows: ARTICLE I GRANT 1.1 Lease. In consideration of the rents, covenants and agreements hereinafter reserved and contained on the part of Tenant to be paid, observed and performed, Landlord has demised and leased, and by these presents does demise and lease to Tenant the land commonly known as 1479 Columbia Nitrogen Drive, Augusta, Richmond County, Georgia as further described and shown on Exhibit A, attached hereto ( Premises ) and sometimes collectively referred to herein as the Land or Lands. 1.2 Term. The term ( Term ) of this Lease of the Premises shall be for five (5) years commencing on the Effective Date and expiring on the last day of the month five (5) years thereafter, unless earlier terminated or renewed in accordance with the terms hereof. 1.3 Holdover. If Tenant shall hold over after the expiration of the Term and Landlord accepts payment of Rent, Tenant shall be deemed to holdover as a monthly tenant only but otherwise on the same terms and conditions as are contained in this Lease, except Rent during any holdover period shall be $4,800 per month

10 Case: SDB Doc#:364-1 Filed:08/28/18 Entered:08/28/18 16:26:51 12 Page:3 of ARTICLE II RENT 2.1 Rent. Tenant shall without deduction or right of offset pay to Landlord rent ( Rent ) as described in Section 2.2 below, plus applicable taxes, and subject to adjustment as herein provided. Rent Schedule Period Annual Amount Monthly Amount Years 1 through 5 $48,000 $4, Payment. Not later than two (2) business days following the entry by the Bankruptcy Court (as defined below) of the Approval Order (as defined below), Tenant shall pay Rent to Landlord in the amount of $240,000 for the Term. 2.3 Landlord and Tenant Costs. (a) (b) Landlord, at its sole cost and expense, shall be responsible for: (i) its income and business taxes; (ii) costs of fulfilling its obligations under this Lease; (iii) its liability insurance, and (iv) obtaining the Approval Order. Tenant, at its sole cost and expense, shall be responsible for: (i) its business and personal property taxes; (ii) cost of fulfilling its obligations under this Lease; (iii) its liability and improvements insurance; (iv) real property and other similar taxes for the Premises; and (v) all utility charges, including (without limitation) telephone installation, electricity, gas, water, sewer, and trash. (c) This Lease is intended by the parties to be a net lease to Landlord, and Tenant shall be responsible for and agrees to pay all costs and expenses of every kind and nature whatsoever, ordinary and extraordinary, arising out of or in connection with the maintenance, repair, replacement, use and occupancy of the Premises during the Term of this Lease, together with all other amounts required to be paid by Tenant pursuant to this Lease. ARTICLE III USE 3.1 Use. The Premises shall be used for the processing, packaging, display and marketing of industrial, medical and specialty gases, including gas cylinders, and associated equipment, products and services and the sale and distribution of these equipment, products and services to the wholesale, retail and institutional markets, as well as associated warehousing, inventory and office and administrative functions, truck and personal vehicle parking and any other use permitted by law

11 Case: SDB Doc#:364-1 Filed:08/28/18 Entered:08/28/18 16:26:51 12 Page:4 of 3.2 Manner of Use and Prohibited Use. Tenant shall observe and obey all laws and regulations applicable to its operation of the business and equipment on the Premises, and use the Premises for the lawful business of Tenant and will not carry on any business or occupation which shall be a nuisance or which shall cause unreasonable annoyance to Landlord or adjoining occupants, and not to do or permit any act which is illegal or dangerous. Nothing herein shall be deemed to limit Tenant s right to use the Premises for the uses as contemplated by Article 3.1, above. ARTICLE IV REPAIRS, MAINTENANCE AND ALTERATIONS 4.1 Tenant Repairs. Tenant shall at all times during the Term, keep the Premises in a clean and sanitary condition and in good repair, and at the end or sooner termination of the Lease, shall peaceably surrender and yield up the Premises in good repair and condition, reasonable wear and tear, excepted. Landlord and Tenant acknowledge that all improvements on the Premises were installed by Tenant and remain the property of the Tenant ( Tenant s Property ) and Tenant shall be responsible for the construction, replacement, maintenance, and repairs to Tenant s Property throughout the Term of the Lease. 4.2 Landlord Repairs. The parties agree that Landlord shall have no responsibility for repairs, maintenance, or replacements for any of Tenant s Property existing now or constructed in the future on the Premises. 4.3 Tenant Alterations and Improvements. Should Tenant require any alterations or partitions to or installation of new improvements or equipment on the Land after it has taken possession thereof, it will make and install the same at its own expense without the written consent of Landlord but with notice to Landlord of the improvements being performed. Upon termination of the Lease, Tenant shall remove its alterations and improvements from the Land and shall make good any damage caused by such removal. 4.4 Signs. Tenant shall have the right to erect on or at the Premises appropriate signs, to identify Tenant s occupancy of the Premises, provided that said signs comply with all applicable zoning, building and other governmental ordinances, and regulations. Tenant shall remove such signage upon termination of the Lease and shall make good any damage caused by such removal. 4.5 Right to Inspect. Upon forty-eight (48) hours prior notice to Tenant that the proper officers of Landlord or any person or persons to be appointed by it, with or without workmen or others, at any reasonable time during working hours in the company of Tenant s personnel during the Term, Landlord may enter upon the Premises or any part thereof to view the state of repair and condition thereof, leave notice of any repairs required under the Lease to be made by Tenant. 4.6 State of Premises. Landlord warrants and represents to Tenant that there are no unpaid assessments for any public improvements affecting the Lands, nor has Landlord received any notice from any governmental authority of any intention to make any public improvements affecting the Lands for which Landlord may be assessed directly or by reason of a freehold or leasehold interest or otherwise

12 Case: SDB Doc#:364-1 Filed:08/28/18 Entered:08/28/18 16:26:51 12 Page:5 of 4.7 No Liens. Tenant shall not suffer or permit during the Term, any builder s liens or other liens for work, labor, services or material ordered by Tenant or for the cost of which Tenant may in any way be obligated, to attach to the Premises or any portion thereof, or to any improvements erected upon same, and that whenever and so often, if ever, as any such lien or liens shall be filed or shall attach, Tenant will within thirty-five (35) days thereafter either pay the same or procure the discharge thereof by giving security or in such other manner as is or may be required or permitted by law. 4.8 Notice of Defects. Tenant shall, when it becomes aware, give Landlord prompt written notice of defect to the Land. ARTICLE V OTHER PROVISIONS 5.1 Tenant Insurance. Tenant shall, during the whole of the Term, insure and keep insured itself and Landlord against any damage or liability arising from or out of the operation of Tenant s business on, and occupation of, the Premises, in an amount not less than Two Million Dollars ($2,000,000). Tenant will furnish a certificate of insurance to Landlord of such liability insurance on written request by Landlord. Tenant shall include Landlord as additional insured under this insurance policy. 5.2 Indemnity. (a) Tenant will indemnify and save Landlord harmless from all expenses, costs, damages, and liabilities incurred by Landlord to the extent arising out of the negligence or default by Tenant or those for whom Tenant is in law responsible. (b) Landlord will indemnify and save Tenant harmless from all expenses, costs, damages, and liabilities incurred by Tenant arising out of the negligence or default by Landlord or those for whom Landlord is in law responsible. (c) In no event shall either party under this Lease be liable to the other for special, consequential, punitive, or indirect damages whatsoever. The indemnities herein shall survive the termination of this Lease. 5.3 [INTENTIONALLY DELETED] 5.4 Condemnation. If the Land, or such portion thereof as will make the remainder unusable for Tenant s use, be condemned or taken by any legally constituted authority, then the Term of this Lease shall cease from the time when possession thereof is taken by public authorities. In the event the portion condemned is such that the remaining portion can, after restoration and repair, be made fit for Tenant s use, then at Tenant s option, this Lease shall not terminate. In such an event, Landlord shall make sure repairs as may be necessary as soon as the same can be reasonably accomplished, but in the event such repairs cannot be or are not completed within two (2) months of the date of such condemnation or taking, then Tenant shall have the right to terminate this Lease upon the giving of written notice without prejudice to the rights of either Landlord or Tenant, or - 4 -

13 Case: SDB Doc#:364-1 Filed:08/28/18 Entered:08/28/18 16:26:51 12 Page:6 of both, to recover compensation and damage caused by such taking. Within five (5) business days from the date of Tenant notice to terminate, Landlord shall refund to Tenant any prepaid rents, prorated from the date of Tenant s notice, as described in Section 2.2. Neither Tenant nor Landlord shall have any rights in any award made to the other by any condemnation authority. 5.5 Environmental Issues. (a) Tenant shall be responsible for the presence of Hazardous Materials (as defined in Article 5.5(d)) in or on the soil, water, subsurface, and/or groundwater of the Premises (hereinafter Contamination of the Premises ) provided only if such Hazardous Materials are or were released, spilled, emitted or discharged by Tenant or its agents, employees or invitees, on or after the commencement of the Original Lease. (b) It is agreed and understood that any responsibility Tenant may have based on the foregoing Article 5.5(a) shall be limited to the restoration of the Premises to a condition that preceded such release, spill, emission or discharge of Hazardous Materials by Tenant and that complies with all applicable environmental statutes and regulations, including (but limited to) the Georgia Hazardous Site Response Act, O.C.G.A , et seq., the Georgia Hazardous Waste Management Act, O.C.G.A , et seq., and the Georgia Solid Waste Management Act, O.C.G.A , et seq., and the corresponding regulations applicable to any such statutes. (c) Landlord is and shall remain responsible for any and all Contamination of the Premises existing as of the date Tenant initially took occupation of the Premises under the Original Lease, and for any Contamination of the Premises arising thereafter that is not caused by Tenant or its agents, employees or invitees. (d) For the purposes of this article, Hazardous Materials means any substance (i) which is defined as a hazardous substance or regulated substance or waste under any Law including, but not limited to, the Comprehensive Environmental Response, Compensation, and Liability Act (42 U.S.C. 9601, et seq.) and comparable law of the State of Georgia, and/or the Resource, Conservation and Recovery Act (42 U.S. C. 6901, et seq.) and comparable law of the State of Georgia, and shall in addition include all substances, chemicals, and materials that come to fall within those definitions and designations (or the terms used in their stead in any legislation enacted in replacement or amendment thereof) during the Term of the Lease; (ii) which is toxic, explosive, corrosive, flammable, infectious, radioactive, carcinogenic, mutagenic, or otherwise hazardous and is or becomes regulated by any Governmental Authority; or (iii) without limitation which contains gasoline, diesel fuel or other petroleum hydrocarbons, petroleum fraction or petroleum-based waste. ARTICLE VI DEFAULT 6.1 Default of Tenant. In case default is made in the fulfillment of any term, covenant or condition in the Lease on the part of Tenant to be observed and performed (including but not limited to any monetary obligation), and such default shall continue for thirty (30) days after notice in - 5 -

14 Case: SDB Doc#:364-1 Filed:08/28/18 Entered:08/28/18 16:26:51 12 Page:7 of writing to Tenant is received to remedy, and specifying, such default (or, in the event of defaults involving non-monetary obligations, such longer period of time as may reasonably be required to remedy such default, so long as Tenant is diligently pursuing a cure thereof), then Landlord shall have the right to terminate this Lease and/or to pursue all rights and remedies it may have in law or at equity. 6.2 Payment Default. If Tenant shall default in payment of any sums required to be paid by it under this Lease and shall not have remedied such default within thirty (30) days of receipt of notice from Landlord specifying such default, Landlord may pay the same and the amount thereof and all costs paid by Landlord on account of any default by Tenant under this Lease, shall be payable by Tenant to Landlord forthwith, either before or after payment by Landlord. Landlord may, by notice to Tenant, demand payment thereof, and if not paid by Tenant within ten (10) days of such notice, the amount thereof shall be deemed to be Rent in arrears and Landlord may, in addition to any other remedy it may have for the recovery of the same, distrain for the amount thereof as Rent in arrears. 6.3 Landlord Default. In case default is made in the fulfillment of any term, covenant or condition in the Lease on the part of Landlord to be observed and performed, and such default shall continue for thirty (30) days after notice in writing to Landlord is received to remedy, and specifying, such default, unless a longer period of time as may reasonably be required to remedy such default, so long as Landlord is diligently pursuing a cure thereof), then Tenant may, at its option: (1) declare a termination of this Lease and surrender possession thereof to Landlord; or (2) correct such default and deduct any and all costs as a result of such correction from Rent due or becoming due until Tenant shall have been reimbursed in full for costs of such correction. ARTICLE VII MISCELLANEOUS 7.1 Quiet Enjoyment. Subject to entry of an Order of the U.S. Bankruptcy Court exercising jurisdiction over Landlord s pending chapter 11 case (the Bankruptcy Court ) approving this Lease (the Approval Order ), (a) Landlord warrants and represents that it has full power and authority to execute this Lease and that it is the sole owner in fee simple of the Landlord s Property and leased Premises, and (b) upon payment of the rental and performance of the covenants set forth in this Lease on the part of Tenant to be paid and performed, Landlord covenants and agrees that Tenant shall peaceably and quietly have, hold and enjoy the Premises and all rights, easements, appurtenances and privileges belonging or in anywise appertaining thereto during the entire term of this Lease. 7.2 Assignment and Subletting. This Lease shall not be assigned or sublet, in whole or in part, by Tenant, without the prior consent of Landlord in writing, whose consent shall not be unreasonably withheld. Notwithstanding the foregoing, Tenant may assign this Lease with written notice to Landlord, without Landlord s consent, to any affiliate of Tenant, to any direct or indirect affiliate of Praxair, Inc. and to any entity that acquires all or substantially all of the assets of Tenant, which assignment(s) shall be effective upon notice to Landlord of same. Landlord may, at any time during the Term that the underlying fee interest in the Leased Premises is sold or conveyed, assign this Lease without the consent of Tenant. Subject to the foregoing, this Lease shall inure to the benefit of, and be binding upon, the successors and assigns of Landlord and Tenant

15 Case: SDB Doc#:364-1 Filed:08/28/18 Entered:08/28/18 16:26:51 12 Page:8 of 7.3 Waivers. Failure of Landlord or Tenant to complain of any act or omission on the part of the other party no matter how long the same may continue shall not be deemed to be a waiver by said party of any of its rights hereunder. No waiver by Landlord or Tenant at any time, express or implied, of any breach of any provision of this Lease shall be deemed a waiver of a breach of any other provision of this Lease or a consent to any subsequent breach of the same or any other provision. 7.4 Notices. Any notice to be given under the terms of this Lease shall be sufficiently given if delivered (by hand or courier) to the party for whom it is intended or if sent by first class certified or registered mail, postage prepaid and return receipt requested, two (2) business days after deposit in the mails, or when received (whichever is earlier) and shall be directed to the addressee at the address below, or at the most recent address specified by written notice given to the other party in the manner provided herein: if to Landlord: if to Tenant: with a copy to: Fibrant, LLC 1 Seventh Street, River Place, Suite 500 Augusta, Georgia Attn: David Leach Praxair, Inc. 10 Riverview Drive Danbury, Connecticut Attn: CO2 Product Manager Telephone: Praxair, Inc. 10 Riverview Drive Danbury, Connecticut Attn: Director, Corporate Real Estate Telephone: Succession. This Lease and the terms herein contained shall extend and inure to and be binding upon the successors and assigns of the respective parties hereto. However, no rights shall inure to the benefit of any assignee of Tenant unless the assignment to such assignee has been approved, if such approved is required, as provided in Article 7.2 herein. 7.6 Rules And Regulations. Tenant shall faithfully observe and comply with such reasonable rules and regulations as shall be communicated in writing to Tenant from time to time, which in reasonable judgment of Landlord shall be necessary for the reputation, safety, care and appearance of the Premises, or for the preservation of good order therein, or the operation or maintenance of the property of which the Premises are a part thereof. 7.7 Interpretation. Words importing the singular include the plural and vice-versa; and words importing gender include all genders. The article and article headings contained herein are included for convenience of reference only, are not intended to be full or accurate descriptions of the content - 7 -

16 Case: SDB Doc#:364-1 Filed:08/28/18 Entered:08/28/18 16:26:51 12 Page:9 of thereof, and shall not be considered to be part of this Lease. In this Lease, where the context allows, the word Tenant means Tenant or any of its servants, agents, contractors, licensees, or employees, any person having business with Tenant, or other for whom in the law Tenant is responsible. 7.8 Entire Agreement. This Lease, including Exhibit A, contains the entire agreement and understanding between the parties hereto with respect to the subject matter hereof and there are no other understandings or agreements between the parties, either oral or written, with respect to the subject matter hereof. This Lease shall not be amended or modified, except by a written agreement executed by both parties. 7.9 Governing Law and Venue. This Lease and the performance thereof shall be governed, interpreted, construed and regulated by the laws of the State of Georgia. Venue for any litigation between the parties hereto concerning this Lease or the occupancy of the Lease Premises shall be initiated in the Bankruptcy Court if arising prior to the closing of Landlord s pending bankruptcy case or in any state or federal court with jurisdiction over the parties if arising after closing of the Landlord s bankruptcy case Partial Invalidity. If any term, covenant, condition or provision of this Lease or the application thereof to any person or circumstance shall, at any time or to any extent, be invalid or unenforceable, the remainder of this Lease, or the application of such term or provision to persons or circumstances other than is declared illegal or unenforceable according to the applicable laws, any such provision shall be thereupon considered as not forming part of the Lease, which shall remain in force and continue to bind the parties as if such provision had never formed part thereof Government Contractor. This is to provide notice that Tenant is a federal government contractor subject to the nondiscrimination and affirmative action compliance requirements of Executive Order 11246, as amended, the Rehabilitation Act of 1973, as amended, and the Vietnam Era Veterans Readjustment Assistance Act of 1974, as amended. Tenant has developed and implemented equal employment opportunity and affirmative action policies and programs, which are designed to ensure that all qualified applicants and employees are treated without regard to such factors as race, color, religion, sex, national origin, disability, veteran status, or any other reason prohibited by law. The implementing regulations of these laws require federal contractors to disseminate to their subcontractors, vendors, and suppliers information about their nondiscrimination and affirmative action policies, and to request appropriate action on their part to ensure full compliance throughout the subcontracting chain related to the federal contract. Tenant is committed to compliance with these important nondiscrimination and affirmative action requirements, and requests Landlord s support of and commitment to compliance with them as well Counterparts; Facsimile or Copy. This Lease may be executed and delivered in any number of counterparts, each of which, when executed and delivered, shall be an original, but all of which shall together constitute one and the same agreement. The parties agree that the signing or initially of an electronically transmitted facsimile or copy of this Lease shall have the same effect as the signing or initially of an original copy Force Majeure. Neither party hereto shall be liable to the other for default or delay in - 8 -

17 Case: SDB Doc#:364-1 Filed:08/28/18 Entered:08/28/18 16:26:51 12 Page:10 of performing its obligations hereunder if caused by fire, strike, riot, war, act of God, delay of carriers, governmental order or regulation, and/or any other similar or different occurrence beyond the reasonable control of the party so defaulting or delaying Non Disturbance. Landlord agrees to use its commercially reasonable efforts to obtain in favor of Tenant, a non-disturbance agreement in writing and under seal from any mortgagee or other person who has or may have in the future priority to Tenant s rights in respect of the Premises. Upon the request of Landlord, Tenant will subordinate its rights hereunder to any mortgage, deed, trust, lien or encumbrance resulting from any other method of financing or refinancing now or hereafter in force against the Lease Premises. No subordination by Tenant shall have the effect of permitting the holder of any mortgage, deed of trust, lien or other security to disturb the possession and occupation by Tenant of the Premises or of diminishing the rights of Tenant hereunder so long as Tenant shall perform all the terms, covenants, conditions, agreements and provisos contained in this Lease Non-Competition. During the Term of the Lease, Landlord will not lease or sell the Premises nor any part of the Building and Building(s) or any other buildings owned by Landlord which are within a three (3) miles radius upon which the Premises are situated to or permit the use thereof by any person, business or corporation which conducts a business or businesses the same as, or similar to, or in competition with Tenant s business in the Premises as of the Effective Date Brokerage Fees. Landlord and Tenant each acknowledge that no real estate broker or agent or other party is entitled to any brokerage fee, commission or other compensation on account of this Lease Approval Order. In the event that a motion to approve this Lease is denied, this Lease will automatically terminate. SIGNATURE PAGE FOLLOWS - 9 -

18 Case: SDB Doc#:364-1 Filed:08/28/18 Entered:08/28/18 16:26:51 12 Page:11 of IN WITNESS WHEREOF, the parties have hereunto duly executed this Lease. LANDLORD FIBRANT, LLC Name: Title: TENANT PRAXAIR, INC. Name: Title:

19 Case: SDB Doc#:364-1 Filed:08/28/18 Entered:08/28/18 16:26:51 12 Page:12 of Exhibit A Premises Description: An approximate 4.22-acre parcel of land as outlined in green on the map below. Richmond County Assessor Property ID No.:

20 Case: SDB Doc#:364-2 Filed:08/28/18 Entered:08/28/18 16:26:51 Page:1 of 3 EXHIBIT B Proposed Order

21 Case: SDB Doc#:364-2 Filed:08/28/18 Entered:08/28/18 16:26:51 Page:2 of 3 IN THE UNITED STATES BANKRUPTCY COURT FOR THE SOUTHERN DISTRICT OF GEORGIA AUGUSTA DIVISION In re: ) Chapter 11 ) FIBRANT, LLC, et al., 1 ) Case No (SDB) ) ) Debtors. ) Jointly Administered ) Before the Court is the Motion of Fibrant, LLC ( Fibrant ) and its affiliated debtors-inpossession (collectively, the Debtors ), pursuant to section 363 of title 11 of the United States Code (the Bankruptcy Code ), for Approval of Lease Agreement With Praxair, Inc. (the Motion ). Based upon the pleadings and record, the Court is of the opinion that the relief is proper under Bankruptcy Code section 363 and should be approved. It is therefore ORDERED that the Motion is GRANTED; and it is further 1 The Debtors in these chapter 11 cases, along with the last four digits of each Debtor s federal tax identification number, are: Fibrant, LLC (6694); Evergreen Nylon Recycling, LLC (7625); Fibrant South Center, LLC (8270); and Georgia Monomers Company, LLC (0042).

22 Case: SDB Doc#:364-2 Filed:08/28/18 Entered:08/28/18 16:26:51 Page:3 of 3 ORDERED that the Court approves the Lease Agreement between Fibrant and Praxair Inc. described in the Motion; and authorizes Fibrant to execute the Lease Agreement and consummate the transactions required under the Lease Agreement. ### Prepared and presented by: KING & SPALDING LLP /s/ Paul K. Ferdinands Paul K. Ferdinands Georgia Bar No pferdinands@kslaw.com Jonathan W. Jordan Georgia Bar No jjordan@kslaw.com Sarah L. Primrose Georgia Bar No sprimrose@kslaw.com 1180 Peachtree Street Atlanta, Georgia Telephone: (404) Facsimile: (404) and KLOSINSKI OVERSTREET, LLP James C. Overstreet Jr. Georgia Bar No jco@klosinski.com 1229 Augusta West Parkway Augusta, GA Telephone: (706) Facsimile: (706) COUNSEL FOR THE DEBTORS-IN-POSSESSION 2

23 Case: SDB Doc#:364-3 Filed:08/28/18 Entered:08/28/18 16:26:51 Page:1 of 2

24 Case: SDB Doc#:364-3 Filed:08/28/18 Entered:08/28/18 16:26:51 Page:2 of 2