Exhibit 10.16
PUT AGREEMENT
THIS PUT AGREEMENT dated and effective as of the 27th day of April 1993, between The B.F.Goodrich
Company, a corporation organized and existing under the laws of the State of New York ("Goodrich") and The
Geon Company, a corporation organized and existing under the laws of the State of Delaware ("Geon").
WHEREAS, Goodrich has conveyed to Geon substantially all of the assets (other than the Excluded Assets) and
Geon has assumed substantially all of the liabilities of the Goodrich PVC Business, all as were particularly
described in the Amended and Restated Separation Agreement dated and effective as of March 1, 1993 and
executed contemporaneously herewith between the parties hereto (the "Separation Agreement") and in the
Ancillary Agreements referred to therein; and
WHEREAS, the Facilities are subject, in part, to a Right of First Refusal Agreement (the "RFR Agreement")
dated as of March 1, 1990 between BFG Intermediates Company Inc. ("BFGI") and Westlake Monomers
Corporation
("Westlake"), and, in part, to an Option Agreement (the "Option Agreement")
relating to approximately 58 acres of land in Calvert City, Kentucky, between BFGI and Westlake dated March
1, 1990; and
WHEREAS, the District Court for Harris County, Texas in the case of Westlake v. Goodrich, et al, has issued a
Temporary Injunction Order (the "Court Order") prohibiting Goodrich and Geon from transferring or conveying
to a third party or encumbering in any way that portion of the Facilities which are subject to the RFR Agreement
until final judgment is entered in such case;
NOW THEREFORE, the parties agree as follows:
1. DEFINITIONS.
a) The term "Excluded Assets" shall mean those assets which are listed in Schedule III to the Amended and
Restated General Assignment and Bill of Sale Relating to the Goodrich PVC Business dated and effective as of
March 1, 1993 and executed contemporaneously herewith (the "Bill of Sale").
b) The term the "Goodrich PVC Business" shall have the meaning assign