Manufacturing Support Agreement Dated May 11, 1993

FIRST AMENDMENT
TO
MANUFACTURING SUPPORT AGREEMENT


THIS FIRST AMENDMENT TO THE MANUFACTURING SUPPORT AGREEMENT ("First Amendment") is made and entered into as of November 25, 1996, by and between BP Chemicals Inc., an Ohio corporation ("BP Chemicals"), and Arcadian Ohio, L.P., a Delaware limited partnership ("Arcadian").


WHEREAS, BP Chemicals and Arcadian are parties to that certain Manufacturing Support Agreement dated May 11, 1993 (the "1993 Manufacturing Support Agreement"); and


WHEREAS, Arcadian and The BOC Group, Inc., a Delaware corporation ("BOC"), are parties to that certain Asset Purchase Agreement dated November 19, 1996 ("1996 Asset Purchase Agreement"), pursuant to which Arcadian is selling or leasing to BOC, and BOC is purchasing or leasing from Arcadian, among other assets and properties of Arcadian, certain liquid and solid carbon dioxide facilities (collectively, the "CO(2) Plant") located at Arcadian's nitrogen plant in Lima, Ohio, as that plant is defined in the 1993 Manufacturing Support Agreement ("Nitrogen Plant"); and


WHEREAS, Arcadian and BOC are parties to that certain Manufacturing Support Agreement, dated November 20, 1996 (the "1996 Manufacturing Support Agreement"), pursuant to which Arcadian has agreed to provide (or arrange for the provision of) certain of the manufacturing support systems services, as set forth in the 1993 Manufacturing Support Agreement, to BOC pursuant to the terms of the 1996 Manufacturing Support Agreement, in order to assure the continued operation of the CO(2) Plant on and after the date hereof; and


WHEREAS, Arcadian and BP Chemicals wish to amend the 1993 Manufacturing Support Agreement in light of the 1996 Asset Purchase Agreement and the 1996 Manufacturing Support Agreement;


NOW, THEREFORE, Arcadian and BP Chemicals hereby agree to amend the 1993 Manufacturing Support Agreement as follows:


1. Exhibit "A" to the 1993 Manufacturing Support Agreement is hereby amended to specifically include in the manufacturing support systems services used, consumed or employed in or in connection with the operation of the CO(2) Plant or the related business of manufacturing and selling liquid and solid carbon dioxide at the CO(2) Plant those support services set forth on Appendix "I" to this First Amendment (collectively, the "CO(2) Plant Support Services"). (In any instance in which a manufacturing support system service is described in Appendix "I" hereto in a manner different than the manner in which it was described in Exhibit "A" to the 1993 Manufacturing Support Agreement, the description of such service in said Exhibit "A" shall be 2 amended correspondingly to the extent necessary to cover the delivery of such service to the CO(2) Plant only.)
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