Document 4JkZJQEDrMX7QR87N18qvkqpN

PLAINTIFF'S EXHIBIT USG-1516 AGREEMENT made this 2nd day of January, 1968, by and between UNITED STATES GYPSUM COMPANY, a Delaware corporation having its principal office and place of business at Chicago, Illinois (herein called "USG"), and A. P. GREEN REFRACTORIES CO., a Delaware corporation having its principal office and place of business at Mexico, Missouri (herein called "Green (Del)"), wherein the parties agree as follows: WHEREAS, under a Plan and Agreement of Merger dated September 18, 1967, between USG and A. P. Green Refractories Co., a Missouri corporation (herein called "Green (Mo)"), which was approved by the stockholders of both companies at meetings held November 22, 1967, Green (Mo) was merged into USG under the stat utes of Delaware and Missouri, effective at the close of business December 29, 1967; and WHEREAS, under and by virtue of such merger, USG succeeded to the possession and ownership of all property, rights, privileges, powers, franchises and immunities of Green (Mo) subject to all existing restrictions, disabilities and duties of Green (Mo) and became liable upon all debts, liabilities and duties of Green (Mo) ; and o u PJ Cr<1 WHEREAS, it was intended and contemplated that the enter prise operated by Green (Mo) immediately prior to such merger would be operated by USG through a subsidiary formed by USG to be known as A. P. GREEN REFRACTORIFS CO., a Delaware corporation, and such a subsidiary has been formed and is in existence and the capital stock thereof is all owned by USG; NOW, THEREFORE, it is AGREED: 1. Conveyance of Assets: USG hereby conveys, assigns and transfers to Green (Del) as a capital contribution all of the properties and assets of every kind and nature which USG received upon the merger of Green (Mo) into USG which was effective Decem ber 29, 1967, excluding, however, those properties and assets expressly excepted or reserved by USG in this agreement, and subject to all restrictions, liabilities, debts and duties of Green (Mo) existing on the effective date of the merger, in cluding, but not by way of limitation, the following assets and liabilities: (a) Real Estate: The real estate described in the copies of deeds contained in Book of Deeds designated as Exhibit A the originals of which were delivered to Green (Del) on the date of this agreement. All real properties in the State of Pennsylvania owned by Green (Mo) on or prior to the effective date of the merger (except those listed in Exhibit A) are expressly excluded from said conveyances ' and transfers and from the within agreement, the same having been leased by USG to Green (Del) by separate written leases which have been executed and delivered to Green (Del) contemporaneously with this agreement. (b) Machinery and Equipment: All machinery and equipment owned by Green (Mo) at the close of business on December 29, 1967, as shown by its Plant Property Ledgers. (c) Vehicles and Rolling Stock: All vehicles, mobile equip ment and rolling stock owned by Green (Mo) as of the close of business December 29, 1967, including without limitation, the vehicles listed in Exhibit B. All cer tificates of title and registration of vehicles are being endorsed over and transferred by USG to Green (Del), as required in the various states in which such vehicles are registered. (d) Inventories: All inventories of finished products, work in process, raw materials and supplies and installation contracts in progress which were owned by Green (Mo) at the close of business December 29, 1967. (a) Office Furniture, Fixtures and Supplies: All office furniture, furnishings, equipment and supplies, regard less of where located, which were owned by Green (Mo) at the close of business on December 29, 1967. (f) Investments in Subsidiaries and Affiliates: The capital stock in the companies listed in Exhibit C, specific assignments of which have been made as of the date of this agreement. (g) Other Current Assets, Investments and Prepaid Expenses; Cash, marketable securities, accounts receivable, advances and other investments, sundry assets, construction in progress, leasehold improvements and prepaid insurance. Specifically, but not in limitation of the aforesaid, the bank accounts heretofora established and maintained by Green (Mo) in the banks listed in Exhibit D, which bank accounts became the property of USG upon the aforesaid merger, are hereby assigned and transferred to Green (Del) subject to any outstanding claims or checks previously drawn against said accounts by Green (Mo). (h) Patents and Trademarks: The patents and trademarks listed in Exhibit E, together with the good will of the business pertaining thereto. 2. Assignment and Assumption of Contracts: USG assigns to Green (Del) and Green (Del) assumes and agrees to perform all con tracts, agreements and licenses to which Green (Mo) was a party or under which Green (Mo) had any obligation or liability, whether fixed, contingent or otherwise; including, but not by way of limitation, the following: -4- .n o r '/ H '/ (a) Labor Contracts: The labor contracts listed in Exhibit F. (b) Purchase Contracts: The purchase contracts listed in Exhibit G. (c) Pending Orders; All pending orders end contracts for the sale of products. (d) Licenses; The license and technical aid agreements listed in Exhibit H. (e) Railroad Agreements: The agreements with railroads listed in Exhibit I. (f) Leases (office, warehouse, farms, etc.): The leases listed in Exhibit J. (g) Miscellaneous Contracts: The miscellaneous contracts listed in Exhibit K. EXCLUDING, nevertheless, the following agreements and all obligations and liabilities thereunder: (h) All stock option plans and options or rights to purchase any of the capital stock of any class of Green (Mo) including the restricted stock option plan approved by the stockholders of Green (Mo) in November, 1955 and the amended (qualified) stock option plan approved by the stockholders of Green (Mo) on April 23, 1965 and all options issued or granted under those plans. USG has - 0- a i/o or:00;/ specifically assumed outstanding options granted under said restricted and amended (qualified) stock option plans under the terms of the aforesaid Plan and Agreement of Merger and is givinc appropriate notification of such assumption to the outstanding optionees of Green (Mo) stock on the effective date of the merger. (i) That certain agreement of employment between Green (Mo) and William S. Lowe, its president, dated December 1, 1958, as amended, which agreement was cancelled and terminated on December 29, 1967. William S. Lowe has entered into a new agreement of employment with Green (Del) dated January 2, 1968. Assumption of Green (Mo) Liabilities; USG hereby assigns to Green (Del) and Green (Del) hereby assumes and agrees to pay, discharge and perform all of the outstanding debts, liabilities and obligations of Green (Mo) as of the close of business on December 29, 1967, regardless of whether contingent or fixed or liquidated or unliquidated in amount, including, but not in limitation of the foregoing: (a) Notes issued by Green (Mo) under that certain agreement with New York Life Insurance Company dated February 5, 1959, which notes bear interest at 4-3/4% per annum and mature on July 1, 1979. / :;o: = ' .'.a.i.ed by Green (Mo) under that certain agreement with First National Bank in St. Louis and Mercantile Trust Company National Association dated May 6, 1966, which notes bear interest at 5-1/4% per annum and mature on January 31, 1973. (c) All other notes payable and all other liabilities, includ ing without limitation accounts payable, salaries and wages, federal and Canadian income taxes and other taxes, which were due or incurred by Green (Mo) on or prior to the close of business on December 29, 1967, or which arise out of any transactions entered into by or acts or omis sions of Green (Mo) prior to the close of business on December 29, 1967. EXCEPTING, nevertheless, obligations arising under agreements expressly excluded from this agreement. 4. Investment Plan: Green (Mo)'s investment plan for salaried employees was on November 22, 1967, adopted by Green (Del) with certain amendments recorded in the minutes of Green (Del) and it is recognized that no further action need be taken in regard to the investment plan for salaried employees 5. Green (Mo) Pension Plans: The pension plans of Green (Mo) were adopted as amended, at a meeting of the directors of Green (Del) held December 29, 1967, and all agreements with -7- respect thereto mentioned in the Merger Agreement hcvr been complied with. 6. Green (Mo) Health end Welfare Plans: Green (Mo)'s health and welfare plans in effect on the effective date of the merger were, by action of the board of directors of Green (Del), adopted and assumed, with suitable technical amend ments, at a meeting of the directors of Green (Del) on Decem ber 29, 1967, and USG's obligation with respect thereto, as contained in the Merger Agreement, has been complied with. 7. No Continuing Commitment; This agreement with respect to the carrying out of the obligations of USG under the Merger Agreement shall not be construed as imposing any obligation upon USG to continue to operate the business heretofore conducted by Green (Mo) for any specific length of time through Green (Del), nor to continue any of the pension, investment, health and welfare or similar plans for any specified length of time or prevent USG, in its discretion, from partially or completely liquidating said corporation, reorganizing or recapitalizing or causing it to convey some or all of its properties and assets. IN WITNESS WHEREOF the parties hereto have caused these presents to be executed and their corporate seals to be affixed, pursuant to authorization of their respective Boards of Directors, all on the day and year first above written. ATTEST: UNITED STATES GYPSUM COMPANY By ___________________________________ President Secretary ATTEST: A. P. GREEN REFRACTORIES CO. By ____________________________' President Secretary STATE OF ILLINOIS ) COUNTY OF COOK ) SS* I, the undersigned, a Notary Public, in and for the County and State aforesaid, DO HEREBY CERTIFY that GRAHAM J. MORGAN, per sonally known to me to be the President of UNITED STATES GYPSUM COMPANY, a Delaware corporation, and , person ally known to me to be the Secretary of said corporation, and personally known to me to be the same persons whose names are subscribed to the foregoing instrument, appeared before me this day in person and severally acknowledged that as such President and Secretary, they signed and delivered the said instrument as President and Secretary of said corporation, and caused the corporate seal of said corporation to be affixed thereto, pursuant to authority, given by the Board of Directors of said corporation as their free and voluntary act, and as the free and voluntary act and deed of said corporation, for the uses and purposes therein set forth. GIVEN under my hand and official seal, this 2nd day of January, 1968. My commission expires -9- Notary Public _______ [ r STATE OF ) COUNTY OF )SS' I, the undersigned, a Notary Public, in and for the County and State aforesaid, DO HEREBY CERTIFY that WILLIAM S. LOWE personally known to me to be the President of A. P. GREEN REFRAC TORIES CO., a Delaware corporation, and _ personally known to me to be the Secretary of said corporation, and personally known to me to be the same persons whose names are subscribed to the foregoing instrument, appeared before me this day in person and severally acknowledged that as such President and Secretary, they signed and delivered the said instrument as President and Secretary of said corporation, and caused the corporate seal of said corporation to be affixed thereto, pursuant to authority given by the Board of Directors of said corporation as their free and voluntary act, and as the free and voluntary act and deed of said corporation, for the uses and purposes therein set forth. GIVEN under my hand and official seal, this 2nd day of January, 1968. My commission expires Notary Public -10- o cn r,j O EXHIBIT B VEHICLES AND ROLLING STOCK Mexico, Missouri 1950 Chevrolet Truck (L. W. Base) 6 cyl. #HEA440470 1954 Ford Truck (Dump) 8 cyl. #F75J4H37558 1955 International Truck 6 cyl. #139485 1955 International Truck 6 cyl. #8123 1956 International Truck 6 cyl. #348213 1957 International Truck 6 cyl. #BD264-427954 1957 International Truck 6 cyl. #BD264-415879 1959 Ford Pick Up Truck 6 cyl. #F10J9G21375 1961 Ford Truck (Pick Up) 6 cyl. #F10JG200434 1962 Ford Pick Up 6 cyl. #F10JK211018 1962 Ford Dump Truck 8 cyl. #T80FU211015 1962 Ford Truck (C&C) 8 cyl. #T70NU230801 1962 Ford Pick Up6 cyl. F10JK272985 1962 Ford Pick Up 6 cyl. #Fl0JK273153 1962 Ford Dump Truck 8 cyl. #F50CK272638 1962 International Station Wagon 4 cyl. #FC41053A 1962 Ford Truck (C&C) 8 cyl. #F70NU283151 1962 Ford Pick Up 6 cyl. #F10JK295634 1963 Ford Dump Truck 8 cyl. #F75WU393496 1963 Ford Dump Truck 8 cyl. #F75WU433436 1964 Ford Truck (F-600) 8 cyl. #F60 MK 504372 1964 International Truck 8 cyl. #SB439296F 1964 International Truck 8 cyl. #FD70740H 1965 Ford Pick Up8 cyl. #F10DK613279 1967 Ford Pick Up 6 cyl. #F25AKB19156 1965 International Scout 4 cyl. #FC41309A 1965 Ford Truck (T-800) 8 cyl. #T8oKU663603 1965 Ford Pick Up 8 cyl. #F10DK661832 1966 Ford Pick Up #F10YK735093 1966 Ford Truck (F-600) 8 cyl. #F60DK807637 1966 Ford Pick Up 8 cyl. #F10YK820667 1966 Ford Truck (F-600) 8 cyl. #F60DK830921 1966 Ford Truck (Pick Up) 6 cyl. #F10AL887276 1966 Ford Truck (T-800) 8 cyl. #T80EU891192 1966 Ford Truck (T-800) 8 cyl. #T80EU891191 1966 international Truck 8 cyl. #486060H643195 1962 Ford Dump Truck 8 cyl. -T30FU210908 FO'r'.O 9 s o s : Mexico, Missouri (continued) 1967 International Truck 8 cyl. #486070H658139 1967 Ford Truck (T-800) 8 cyl. #80EUB13379 1967 Ford Truck (T-800) 8 cyl. #80EU329107 Tampa, Florida (Warehouse); 1963 Ford Truck (C-700) 8 cyl. #C70lU412791 Durex Division, Jackson, Ohio: 1967 Chevrolet Dump Truck #CE637F155958 1964 Chevrolet Dump Truck #4C613N100281 1946 International Dump Truck #13214 1956 Chevrolet Dump Truck #6B56N007394 1949 Ford Dump Truck #98RTH269066 1946 Chevrolet Dump Truck #JEA986659 Pyro Division, Oak Hill, Ohio: 1965 Rambler 4 door station wagon #Z304218 1961 Cushman Mailster #112989 1950 Ford Dump Truck #98MTHl8283 1948 Dodge Power Wagon #83908540 Dixie Division, Kimberly, Alabama: 1955 Chevrolet Dump Truck #V5W25A024 1956 Ford Pick-up #F25V617629 1964 GMC flatbed truck #F1237K Birmingham, Alabama (Warehouse): 1961 Chevrolet flatbed truck #1C633N103950 Troy Division, Troy, Idaho: 1967 GMC Pick-up #CMl590DZC-:225-A 1954 Dodge pick-up #Tl37-36-! '-I Exhibit B - Page 2. Standard Division, Pueblo, Colorado: 1941 Ford Truck (Flat Bed) #99-T-345089 1942 Ford Truck (Flat Bed) #99-T-480568 1951 Chevrolet Truck (Flat Bed) #JEA 794473 1954 Ford Pick Up (F-100) #F10D4K23404 1954 Ford Dump Truck (F-600) #F60Z4K23892 1956 GMC Dump Truck #353PXl790 1957 International Dump Truck #ACF172FA1010 1959 MACK Truck #B73T 2011 1966 Fruehauf Semi-Trailer #FWF 447602 1966 Freuhauf Semi-Trailer #FWF 492701 Freeport Division, Freeport, Texas: 1966 Chevolet Pick Up #C15468 105904 Climax Division, New Bethlehem, Pennsylvania: 1951 GMC Dump Truck #35324P296 1953 Fruehauf Trailer (28' Tandem) #FW88573 1953 Fruehauf Trailer (28' Tandem) #FW88574 1955 Fruehauf Trailer (28' Tandem) #FW102496 1958 Dorsey Trailer (321 Tandem) #38916 1959 Dorsey Trailer (32' Tandem) #40363 1957 International Tractor #V225AFV7161 1959 Willis Truck #5754889559 1962 GMC Truck #K1502PJ1527B 1967 GMC Truck #CS1570CPC2064A 1966 Ford Station Wagon #U15FL830043 1967 Dodge Truck #1161731756 1967 GMC Truck #EM5700VC8386E Stevens Division, Macon, Georcria: 1963 8 cyl. Ford T700 Cab & CHSS #T70lU400882 1967 8 cyl. Ford 100 pick-up #F10YCA90798 Valentine Division, Woodbridqe, N. J.: 1962 Chevrolet pick-up Model C1404 #2C144T126998 1967 Chevrolet pick-up Mode" =1473138190 Exhibit B - Page 3. Valentine Division (continued) 1967 Chevrolet Dump Model HM7 #HM7140P104721 1957 International Dump Model 51840 #51840FS12655 Remmey Division, Philadelphia, Pa.: 1956 Ford Truck #F8056H61462 1958 International Truck #AC18920FA2056 1963 Chevrolet Truck #HC144B109456 1952 Mack Truck #EF1S5719 1956 Mack Truck #LJT1D12051 1951 Mack Truck #EF154837 1967 Ford Truck #F60CEB44858 1967 Mobile Field Office #8541 Used Fruehauf Trailer #AV6995 Used Great Dane Trailer #EV4502 Granite City Division, Granite City, Illinois: 1966 GMC 2-1/2 ton stake truck 6 cyl. #EM6670VC2740F Tarentum Division, Tarentum, Pennsylvania: 1967 Chevrolet Pick-up #CS147B105280RNB Sulphur Springs Division, .Sulphur Springs, Texas: 1967 Ford Truck 2-1/2 ton #F70FUA87194 1965 Chevrolet Truck 2-1/2 ton #C8135 P104158 1951 Dodge Pick Up #T30620914 1959 Nabors Trailer #36414DT 1959 Nabors Trailer #1-100-CST 1952 Willys Jeep 1/4 ton #3J113874 1955 Chevrolet Dump Truck #0410449F255N Moline, Illinois (Warehouse): 1965 Ford Cab Stake #F60B1651341 Exhibit B- Page 4 t"\C* EXHIBIT C CAPITAL STOCK IN OTHER COMPANIES Domestic companies Illinois Clay Products Company E. J. Bartells Company Bigelow-Liptak Corporation A. Lynn Thomas Company, Inc. A. P. Green Export Company A. P. Green Refractories, Inc. A. P. Green Refractories Co. of Michigan A. P. Green Refractories Co. of Ohio A. P. Green Refractories Co. of Texas A. P. Green Refractories of New York, Inc. A. P. Green Refractories of Wisconsin, Inc. A. P. Green Fire Brick Co. of Illinois, Inc. Metropolitan Refractories Corporation Valentine Fire Brick Company (inactive) Thermo Fire Brick Company (inactive) Stevens Fire Brick Company (inactive) Standard Fire Brick Company Pyro-Durex-Portsnouth Refractories (inactive) Richard C. Remmey Son Company (inactive) Climax Fire Brick Company (inactive) Dixie Fire Brick Company (inactive) Cambria Fire Clay Products Co. Audrain Broadcasting Company Foreign companies A. P. Green Refractories Co. (Canada) Ltd. Liptak-Bradley Limited A. P. Green Refractories Limited (England) A. P. Green Argentina S.A. Cia Mexicana de Refractarios A. P. Green S.A. Refractarios Lota-Green S.A. Kumardhubi Fireclay & Silica Works, Ltd. A. P. Green Comaco Refractarios, S.A. Newbold General Refractories, Ltd. r v r 0 r EXHIBIT D BANK ACCOUNTS OF GREEN (MO) AS OF DECEMBER 29, 1967 Bank Mexico Savings Bank First National Bank Mercantile Trust Company Hibernia National Bank Merchants National Bank First National City Bank First National Bank First National Bank Provident National Bank New Bethlehem Bank Manufacturers Hanover Trust Bank of the Southwest First Granite City National Chase Manhattan Bank First Bank of Troy Warrior Savings Bank First National Bank Citizens & Southern National First National Bank Union National Bank Birmingham Trust Company Sulphur Springs State Bank First Bank & Trust Company Location Mexico, Missouri St. Louis, Missouri St. Louis, Missouri New Orleans, La. Mobile, Alabama New York, New York Boston, Mass. Pueblo, Colorado Philadelphia, Pa. New Bethlehem, Pa. New York, New York Houston, Texas Granite City, Illinois New York, New York Troy, Idaho Warrior, Alabama Mexico, Missouri Macon, Georgia Jackson, Ohio Tarentum, Pa. Birmingham, Alabama Sulphur Springs, Texas Woodbridge, New Jersey r; 5026 050a EXHIBIT E PATENTS AND TRADEMARKS United States Patents Patent No. Patent Date 2,865,772 3,010,835 3,100,677 3,153,834 3,187,694 3,208,412 3,161,162 December 23, 1958 November 28, 1961 August 13, 1963 October 27, 1964 June 8, 1965 September 28, 1965 December 15, 1964 United States Patent Applications Serial No. Date Filed 408,912 589,198 . 589,228 662,612 665,486 680,032 November 4, 1964 October 25, 1966 October 25, 1966 May 31, 1967 September 5, 1967 November 2, 1967 Argentine Patents Patent No. 144,915 Patent Date June 28, 1965 Canadian Patents Patent No. 570,503 656,294 692,255 Patent Date February 10, 1959 January 22, 1963 August 11, 1964 Corres. U.S. Patent 3,100,677 Corres. U.S. Patent 2,865,772 3,010,835 3,100,677 Canadian Patent Applications Serial No. Filinq Date Corres. U.S. Serial No. 637,417 944,509 February 27, 1962 662,612 Chilean Patents Patent No. 17,134 Mexican Patents Patent No. 62,885 67,825 64,248 Patent Date Corres. U.S. Patent No. November 25, 1960 3,100,677 Patent Date August 9, 1961 October 20, 1964 Filed Corres. U.S. Patent No. 2,865,772 3,010,835 Trademark Registrations in the United States Trademark Req. No. Clas DIAMOND-JO PYRO MIZZOU D.P. MEXI-KOMO KRUZITE 'SAIRSET ATMOSET BIG CHIEF MEX-KO GROG-O-MIX HYDROSET KAST-O-LITE CLIPPER KD-2 KX-99 QUIK-PACH MEXICO EMPIRE STAR-LA 160,512 170,216 171,610 171,612 181,425 183,374 231,135 236,227 238,809 268,018 269,099 342,309 364,858 388,629 429,456 438,285 500,121 505,910 510,415 549,316 12 12 12 12 12 12 12 12 12 12 12 12 12 12 12 12 12 12 12 12 nr: Exhibit E - Page 2 c Trademark VALCOSET VALENTINE XX SUPER HYBOND KAST-SET GREENCAST GREEN-X SK-7 A. P. GREEN KS-4 JERZITE GREENCOTE TROY DUREX XSIL YUKON RED X and DES. GUNPATCH NICARB GREEN SATANITE GREENCLAD GREENCARB GREENLITE Reg. No. 549, 317 553,154 561,015 564,427 600,884 603,200 607,178 608,971 611,665 626,763 628,914 655,153 655,702 680,276 686,536 698,813 717,077 719,857 730,277 769, 373 770,595 259,109 - Trademark Registrations in Argentina Trademark Reg. No. MEX-KO BIG CHIEF KX-99 ATMOSET GREENCOTE KAST-O-LITE KD-2 A. P. GREEN TWO HEMISPHERES SATANITE GREENTAR GREENCLAD GREENRAM GREENTARAM DIAMOND-JO 342,722 432,870 439,549 439,636 439,637 447,957 479,510 498,280 512,268 522,167 525,422 525,448 525,489 525,590 526,303 Cla 12 12 12 12 12 12 12 12 12 12 12 12 12 12 12 12 12 12 12 12 12 12 Class 3 3 3 3 3 3 3 3 3 3 3 3 3 3 3 Exhibit E - Page 3 e r g o <7^o s : Trademark MIZZOU 'SAIRSET QUIK-PACH KRUZITE EMPIRE KAST-SET OZARK SUPER-PLASTIC Req. No. 526,387 526,388 526,389 536,470 540,569 540,570 540,571 304,019 Trademark Registration in Australia Trademark Req. No. 'SAIRSET 76,374 Trademark Registrations in Belgium Trademark Req. No. 'SAIRSET ATMOSET GREENCAST KAST-SET QUIK-PACH GREEN-X A. P. GREEN SK-7 KS-4 KAST-O-LITE 35,245 82,136 82,137 82,138 82,139 82,140 82,141 82,142 82,143 82,144 Trademark Registrations in Brazil Trademark Req. NO. KX-99 'SAIRSET SUPER HYBOND A. P. GREEN QUIK-PAK CLIPPER OZARK MEX-KO EMPIRE 290,362 290,363 290,364 290,365 290,366 290,367 290,369 290,370 290,371 Class 3 3 3 3 3 3 3 Class 17 Class 16 16 16 16 16 16 16 16 16 Exhibit. E - Page 4  Trademark GREENCOTE KAST-SET KD-2 MEXI-KOMO SATANITE KAST-O-LITE KRUZITE MIZZOU Req. NO. 290,728 290,898 291,022 291,281 291,284 291,532 291,533 305,782 Trademark Registrations in Canada Trademark Req. No. 'SAIRSET MIZZOU KRUZITE MEX-KO ATMOSET QUIK-PACH GREENCOTE KAST-SET 43361 43370 43391 NS 9685 NS 10059 NS 10060 NS 10320 NS 12191 Trademark Registrations in Chile Trademark Req. No. A. P. GREEN KAST-SET KX-99 'SAIRSET KAST-O-LITE HYDROSET OZARK CLIPPER VALENTINE XX SK-7 KS-4 SUPER HYBOND QUIK-PAK SATANITE 140,524 140,525 140,527 140,528 154,035 154,036 115,491 115,492 115,493 115,494 115,495 115,496 115,497 115,498 Class 16 16 16 16 16 16 16 16 Class Register 197 Register 197 Register 197 Register 35 Register 37 Register 37 Register 38 Register 45 Class 7 7 7 7 7 7 7 7 7 7 7 7 7 Exhibit E - Page 5 Trademark EMPIRE KD-2 KRU2ITE GREENCOTE Req. No. 116,579 120,501 140,526 143,429 lemark Registrations in France Trademark Req. No. KS-4 SK-7 KAST-SET KAST-O-LITE ATMOSET GREENCAST QUIK-PACH GREEN-X A. P. GREEN 'SAIRSET 66,754 66,755 66,756 66,757 66,758 66,759 66,760 66,761 66,762 71,844 Trademark Registrations in Germany Trademark Req. NO. A. P. GREEN-X GREENCAST KAST-O-LITE KAST-SET QUICK-PACH SAIRSET 728,594 713,379 713,378 719,348 719,906 394,831 Trademark Registrations in Great Britian Trademark Req. No. 'SAIRSET ATMOSET KAST-O-LITE A. P. GREEN KAST-SET 490,720 541,058 737,638 819,489 819,490 Class 7 7 7 7 Class 19 19 19 19 19 19 19 17 17 and 19 19 Class 37 37 37 37 37 37 Class 1 1 19 19 19 "Exhibit E - Page 6 Trademark Registrations in India Trademark Reg. No. 'SAIRSET CLIPPER MIZZOU SATANITE EMPIRE BIG CHIEF KRUZITE HYBOND KAST-O-LITE CRYSTALITE XSIL KAST-SET 114,263 234,212 234.215 234.217 234,210 234,214 234.216 234.218 234.219 234.808 234.809 234.810 Trademark Registrati Trademark SK-7 SUPER-PLASTIC KRUZITE MIZZOU MUL-8 'SAIRSET CRYSTALITE KS-4 KAST-O-LITE A. P. GREEN KAST-SET in Italy Serial No. 16336 16337 16338 16339 16340 16341 16342 16343 16344 16345 16346 Trademark Registrati s_in Jaoan Trademark Reg. No. 'SAIRSET 'SAIRSET A. P. GREEN A. P. GREEN APG 381,067 387,779 416,211 420,367 669,610 Class 19 19 19 19 19 Registration No. 193296 193258 193259 193260 193261 193262 193263 193264 193265 193266 193271 Class 13 14 13 14 7 Exhibit E - 'Page 7 o cr--r-> nj O' O Trademark A. P. GREEN A. P. GREEN GREENCAST GREENCLAD GREEN TARAM KAST-O-LITE MIZZOU CASTABLE SAIRSET SAIRSET STEELKON VSL-50 Reg. No. 416,211 420,367 704,517 703,765 704,518 673,121 703,764 381,067 387,779 673,120 675,759 emark Registrations in Mexico Trademark Reg. No. A. P. GREEN MEX-KO M KRUZITE M KX-99 M MEXI-KOMO M 'SAIRSET M CROWN M KAST-SET M EMPIRE M MIZZOU M QUIK-PACH M G-23 M KD-2 M QUIK-PAK M KAST-O-LITE M G-26 M G-20 M G-16 M GREENCOTE M SATANITE M SUPER-PLASTIC M SUPER HYBOND M BIG CHIEF M 48,065 58,165 58,166 58,167 58,168 58,169 58,543 58,763 58,764 58,948 49,672 61,415 61,416 61,670 62,619 70,711 70,712 71,498 85,929 86,055 88,335 89,611 109, 931 Class 13 14 7 7 7 7 7 13 14 7 7 Exhibit E -- Page 8 Trademark Applications in Mexico Trademark NO. MC-22 M BIG CHIEF M 109,929 109,931 Trademark Reqistrations in Peru Trademark Req. No. A. P. GREEN 'SAIRSET KRUZITE 27,202 47,797 47,306 Class 29 29 29 Trademark Reqistrations in Sweden Trademark Req. No. 'SAIRSET SUPER HYBOND KAST-SE 79,566 80,457 82,983 Trademark Reqistrations in Union of South Africa Trademark Req. No. Class KRUZITE MIZZOU 'SAIRSET KAST-O-LITE 606/39 607/39 611/1939 617/1939 16 16 17 17 Trademark Reqistrations in Uruquay Trademark Req. No. KRUZITE KAST-SET 'SAIRSET EMPIRE MEX-KO A. P. GREEN 66,712 66,713 66,714 7 5;, 230 75,280 89,728 Class 8 8 8 8 8 8 <?iZOir r. t g o Exhibit E - Page 9 EXHIBIT F LABOR CONTRACTS Plant Location Union Kimberly, Ala. United Brick and Clay Workers of America, Local #443 Pueblo, Col. UBCW, Local #643 Granite City, Illinois United Steelworkers of America Morris, 111. United Steelworkers of America Mexico, Mo. UBCW, Local #790 Woodbridge, N.J. Eastern District Council #12, UBCW, Local #676 Jackson, Ohio UBCW, Local #936 Oak Hill, Ohio UMW, District 50, Local #14771 Climax, Pa. UMW, District 50, Local #14658 Philadelphia, Pa. Eastern District Council #12, UBCW, Local #972 Tarentum, Pa. UMW, District 50, Local #15079 Expiration Date 9-15-69 7-31-69 10-1-69 3-31-70 11-16-69 10-10-69 6-30-68 7-15-69 9-15-69 9-13-69 5-10-69  EXHIBIT G PURCHASE CONTRACTS ,exic.o Division Contracts Alabama Power Company - electric service contract for Birmingham office and warehouse. Arkansas Louisiana Gas Company - industrial gas sales contract dated 12/9/65 terminates 12/31/85 (Berger, Arkansas Plant). Arkansas Power & Light Company (Berger, Arkansas Plant) - electric service contract. Missouri Cities Water Co. - water service contracts. Missouri Power & Light Co. - electric service agreement 7/3/63 - rate change in 1965. Panhandle Pipe Line Co. - 11/1/65 - industrial gas contract - fuel require ments contract for Mexico, Mo. plant. Southwestern Bell Telephone Co. agreement for direct line to St. Louis dated 7/1/63 luminum Company of America for Tabular Alumina American Optical Company for Safety glasses and supplies Diamond Alkali Company for Silicate of Soda Dow Chemical Company for Magnesium Chloride, Epsom Salt (Tarentum) Guessfeld Welding Supplies Co. for Acetylene Industrial Chemicals Division, Allied Chemical Corporation for Aluminum Sulfate Michigan Chemical Corporation for Periclase (Tarentum) Mineweld Company (ordered through Hill Equipment Co.) for Oxygen Monsanto Co. for Sulfuric Acid. OLin Mathieson Chemical Corp. for Sulfuric Acid. _T - Uregas Service, Inc. for Propane Gas. * White Electric Supply for Westing'nouse Electric Company Lamps. Climax Division Contracts West Penn Power Service (9 agreements) Dixie Division Contracts Alabama Power Co. - contract for electric power dated 8/28/61 for plant at Kimberly. Cullman-Jefferson Counties Gas District - contract for industrial gas service dated 4/16/54 - doubtful if this is current as to rate. Majure Gas Company, LP gas & equipment for fork lift trucks. Sinclair Refining Company. Lubricants & gasoline for plant. '. L. Hunt Products Co. Fuel oil for standby heating. Freeport Division Contracts DOW Chemical Co. sales contract 9/14/65 - for purchase by Green of its re quirements of magnesium hydroxide for Freeport plant. Houston Pipeline Co. - gas supply contract dated 11/1/65. Houston Lighting & Power Co. - electric service agreement for five years beginning 1/1/67. Nicholas Engineering & Research Corp. - re: construction of Freeport plant. Channel Services, Inc. - perform work at Freeport Plant dated 2/3/67 -2- .'acor, Division Contracts Atlanta Gas Light Company - gas service contract. Georgia Power Company - power service contract dated 6/18/58. Tuloma, Inc. gas contract. Ohio Divisions Contracts Buckeye Rural Electric Cooperative - electric service contract dated 1963 (Durex) Columbus & Southern Ohio Electric Co. - electric service contract (Durex and Pyro) Ohio Fuel Gas Co. - gas service contract. Pike Natural Gas Co. jeblo Colo. Division Contracts Pueblo Gas & Fuel Co. - gas contract Pueblo plant. Southern Colorado Power Co. - electric service contract. Remmey Division Contracts General Services Administratives - current contract (GS-OOP-(S)16431 (SCM) for purchase of Kenya, Kayanite - also a letter of credit re same. Philadelphia Electric Co. - power contract dated 4/26/63. United Gas Improvement Co. Philadelphia Gas Works Division service agree ment . Suburban Propane Natural Gas Co. of N.J. - propane bulk sales agreement 7/28/61 -3- telautograph Corp. - rental of Transceivers 3/22/63. Atlantic Refining, May 1965, Gasoline Contract. Sinclair Refining, June 1, 1967, #2 Fuel Oil Agreement. Sinclair Refining, June 1, 1967, #6 Fuel Oil Agreement. Stauffer Chemical, July 1, 1965, Phosphoric Tank Agreement. Alcan Sales, Inc., Jan. 1, 1967, RASC Bauxite Purchases. Pennebacker Company, Jan. 1, 1967, l/4"& 1/2" Grinding Balls. M&T Chemicals, April 1967, Florida Zircon Sand. Merchants Products, Jan. 1, 1967 Phosphoric Acid 85%. Corrigan-Manning, Jan. 1, 1967, Order & Billing Forms. Donovan Company, Jan. 1, 1967, Heat Treating. ohn Konopka, Jan. 1, 1967, Sic Batts. John Konopka, Jan. 1, 1967, Pennsylvania Batts. R. S. McCracken Co., May 1967, Oxygen and Acetalene. N & N Supply Company, Jan. 1, 1967, Plumbing Supplies. Carborundum Company, Sept. 1959, Purchase Agreement of Ni-Carb. Surburban Propane, July 1961, Propane Gas & Storage Tanks. E. I. DuPont, Jan. 1, 1967, Sodium Silicate Solution. Sulphur Springs Division Contracts Lone-Star Gas Co. - service contracts. Texas Power & Light Co. - electric service contracts. -4- -nn 1`iobil Oil Co. - Ind. Lubricating Oil & Grease contract. Texaco, Inc. - Ind. Lubricating Oil & Grease contract. General Electric Co. - purchase of large lamps. Texas Power & Light Co. - contract for electric service. Tarentum Division Contracts Equitable Gas Company - service contract. Borough of Tarentum - water contract 7/6/54 for basic plant water supply. West Penn. Power Company - electric service contract for basic plant dated 5/22/59. Troy Division Contracts ishington Water Power Company - gas service agreement for plant at Troy 3/17/59.' Washington Water Power Company - electric service contract for Troy plant (no formal agreement) rate schedule in file. Valentine Division Contracts Talawtograph Corp. equipment rental agreement dated 12/21/62 - transceiver Elizabethtown Consolidated Gas Co. gas contract. Atlantic Refining Co., Equipment lease -5- EXHIBIT H LICENSES AND TECHNICAL AID AGREEMENTS , ARGCO Royalty (ARGCO is A. P. Green, Argentine, S.A.) - Green licenses to ARGCO its know-how, trade-marks, patents for a 2% royalty (3% on basic) contract extended to 5/31/71. ARGCO - Technical Service Agreement dated 6/1/61 - Expires 6/1/81. Fleischmann, Adolph A., Frankfurt, Germany - License Agreement license by Green of technical service, tradenames, and assistance in "specialty products" in return for a royalty. A. P. Green Fire Brick Company, Ltd. of Weston, Ontario License for royalty of 3% of selling price covering all products made by Green. A. P. Green (Great Britain) Limited - Green licenses its know-how, etc. for the manufacture of "specialties" for a 2% royalty based on net sales value. Also a separate letter agreement covering exporting of A. P. Green English made refractory products. Kamo Potteries - Green licenses its know-how, trademarks, etc. in return for a royalty. (Kamo is a New Zealand corporation). .veramos S.A. (Mexico) Agreement regarding technical services - A. P. Green International assigned to A. P. Green June 1, 1962. Kumardhubi Fire Clay and Silica Works Limited (Calcutta, India). (a) Preservation of Secrecy Agreement - 1/8/67; (b) Technical Aid Agreement (covers license of know-how, trademarks, for royalty of 3% of net sales 4/5/66); (c) Investment Management Agreement - Green to purchase 100,000 sh. Kumardhubi for 1,000,000 rupees to be used to purchase machinery. (d) Trademark agreement 3/9/66, (royalties specified in Technical Aid Agreement). McIntyre Research Foundation (Toronto) - license to 111. Clay Products, and other Divisions of U.S. Patent No. 2,156,378 (Canadian Patent No. 384,199) - aluminum treatment for silicosis exposure. McKiernan-Terry Corp. (Litton Systems, Inc.) 5/13/64 Assignment by Green of U.S. Patent application Serial N0. 858,394 - relating to hammer press also exclusive license agreement dated 2/1/60 for royalty of 2% net price. -1- r. LaCompania Mexicana De Refractories A. P. Green, S.A. technical services agreement - assumed by Green from A. P, Green International on June 1, 1962 Ed Morgan - agreement re Morgan's construction and sale of Hammer Press of A. P. Green design - 7/15/64 Green entitled to royalty of 10% of gross sales price. Newbold General Refractories, Ltd. (Australia) Technical Service and licens agreement for "specialty products" Jan. 18, 1962 - 20 years $10,000 year - file indicates several revisions are contemplated. Refractories Lota Green, S.A. (Santiago, Chile) Technical Assistance Agreement extended to 6/30/75, also royalties reduced to 20% of profits on sale of products manufactured pursuant to agreement. Refrattari Saccer, Torino, Italy, 11/9/64 Technical Assistance agreement to 12/31/75. royalty 2% after 1/1/67, file indicates trademark agreement to be executed but not in file. Selas Corp. of America - agreement whereby Green pays royalties to Selas for furnace producing light weight refractory materials. U.S. Atomic Energy Commission By-products material license - Arkansas State Health Dept. (Berger, Ark.). Vereeninging Refractories Ltd., 7/1/67 Technical Aid Agreement. Harry Walters - non-exclusive license of Patent No. 2,711,893 agreement dated 7/1/62 (known as "Walters Loktite Checker System) Royalty to Walters of 5% net selling price. William T. Tredenneck - patent license on semi-universal ladle brick patent No. 2,818,248 - royalties payable at 1.25% up to $300,000 of net sales and .75% thereafter; license limited to claim 8 of patent. Harry L. Fulton - oral contract - Green making royalty payments on patented Sewer Pipe cleanout fitting which they make. Establishments Emile Muller (France) 9/8/53 licensing agreement of know-hov. and trademarks. J. W. Corriston, Jan. 1966, License Agreement -2- Ladle Mueller, Sept. 1953, License Agreement Maul Brothers, Jan. 1964, License Agreement. Emhart Corporation, Feb. 1965, License Agreement. EXHIBIT I AGREEMENTS WITH RAILROADS 1. Berger, Arkansas - Chicago Rock Island & Pacific RR Co. Industry Track Agreement dated April 25, 1962, C.R.I. & P. RR CO. Secretary's No. 42556; also, demurrage agreement. 2. Macon, Georgia - Central of Georgia Railway Company (a) Lease to A. P. Green of area for storage - dated May 11 1959, (b) Contract dated August 26, 1957 under which tenant is given per mission to extend shed, (c) Contract dated November 19, 1957, covering the non-standard vertical clearance of said shed over spur track - Contract No. 27 269. 3. Husted, Colorado - Denver & Rio Grande Western RR Co. - loading dock agreement and lease dated December 6, 1927, Railroad lease Number 8826. 4. Pueblo, Colorado - Denver & Rio Grande Western RR Co. - Trackage Agree ment dated October 3, 1969, Contract Number 23070. 5. Pueblo, Colorado - Denver & Rio Grande Western RR Co. - Pipe Line Cross ing Agreement dated October 22, 1959, Contract No. 22832. 6. Pike County, Ohio - Detroit, Tolcido & Ironton RR Co. - Lease - loading ramps and platform dated January 10, 1958 and last renewed October 29, 1965 - Railroads Lease No. L-3213-1. 7. Philadelphia - Remey - Kensington & Tocony Railroad - (now the Pennsyl vania Railroad) Right of Way dated May 16, 1892 between Richard C. Remey and the railroad. 8. Thermo, Texas - Louisiana & Arkansas Railway Co. - planking agreement c October 14, 1957; also demurrage agreement. 9. Thermo, Texas - letter agreement permitting A. P. Green to take water from lake owned by Louisiana & Arkansas Railway Co. - dated January 7, 1964 - Ref: 8.T-135.349 .091 cs, r.j O C Agreements with Railroads Page Two 10. Hopkins County, Texas - lease of tract of land for storage from Louisiana & Arkansas Railway Co. dated November 5, 1954. 11. Kimberly, Alabama - Louisville & Nashville RR Co. - lease of land dated September 21, 1937, as renewed. 12. Kimberly, Alabama - Louisville & Nashville RR Co. - spur track at Kimberly - agreement dated August 28, 1930 - memorandum agreement dated June 8, 1962, for construction of loading ramp. 13. Kimberly, Alabama - Louisville & Nashville RR Co. - agreement dated April 4, 1962, permitting A. P. Green to build a hoist over Track 54. 14. Freeport, Texas - Missouri Pacific Railroad Company - Industrial Track Agreement dated April 25, 1966 - Contract No. 60973; also pipeline license dated January 25, 1967. 15. Troy, Idaho - Northern Pacific RR Co. - Switch track agreement. 16. Lawsonham, Pennsylvania - (Climax) - Pennsylvania RR Co. - pipeline license agreement dated May 17, 1962, No. 57-20480. 17. Climax, Pa., Car Demurrage Agreement dated February 13, 1962 Pennsylvania RR. 18. Climax, Pa. - Pennsylvania RR Side Track ASreement dated July 5, 1962 19. Philadelphia, Pa. - Remey Philadelphia Belt Line RR - water line cros ing agreement dated July 30, 1930; pipeline license August 10, 1959; demurrage agreement November 23, 1959; siding agreement dated Septem ber, 1892. 20. Woodbridge, N. J. - (Valentine) - Pennsylvania RR - gasline crossing agreement dated April 29, 1957. 21. Woodbridge, N. J. - (Valentine) - Pennsylvania RR (successor to the Perthamboy and Woodbridge RR Co.) leases to M.P. Valentine and Brothe - a siding and coal trestle lease dated August 12, 1908. o rj*. nj IT HO 2 6 Agreements with Railroads 'age Three 22. Woodbridge, N. J. - Pennsylvania RR Co., lease dated August 1, 1956 (storage area); clay trestle and siding lease dated October 1, 1920. 23. Woodbridge, N. J. - Pennsylvania RR - 1.094 acres of storage area and freight yard - lease dated August 1, 1956. 24. Birmingham, Alabama - St. Louis & San Francisco RR Co. - trackage agreement dated December 21, 1965. 25. Nashville, Tenn. - Tennessee Central RR - agreement dated January 30, 1960 to permit sign on RR property. 26. Gulf Mobile & Ohio (Alton) Railroad Co. (a) Contract No. 11709 - dated December 15, 1960 - amended and ex tended by supplemental agreement dated August 5, 1966 - storage sheds and roadways - in Mexico, Mo. (b) Lease on property and switch track at Mexico East Plant - dated October 1, 1911 - (No. 5654). Suppl. Agreement dated 12/27/32. (c) Lease on West end of East plant dated April 28, 1916 (Contract No. 5700) (d) Switch Track Agreement - covering switch track south of Fulton, Missouri - agreement dated March 4, 1927. (e) License and agreement covering loading ramp and driveway on the Alton (GM&O) property at Fulton, Missouri - dated September 1, 1934. (f) Easement for walking and trestle at Mexico, Mo. - agreement dated March 13, 1946. (g) Industry track at Mexico - agreement dated June 25, 1946. (h) Lease of track for clay storage and loading dock at McCredie, Missouri - dated July 15, 1946 and supplements dated July 31, 1953, July 15, 1958, July 15, 1963. (i) Lease of premise in Fulton, Mo. for clay storage and loading dock - agreement dated February 1, 1947. 27. Missouri Pacific RR - lease of storage area at Chamoix, Missouri lease No. 14992 dated August 23, 1942. 28. Pennsylvania Railroad - contract for water line at Tarentum. 29. Baltimore & Ohio Railroad Co. - side track agreement - Pyro Division plant. Agreements with Railroads Page Four 30. Contracts with Wabash Railroad Company: A.P.G. Number Date Subject 11 12/2/27 Basic agreement on Main Plant switch tracks. Supple mented by #14, 16, 17, 20, 23, 24, 28, 29, 32. 14 3/28/29 Lease of 17' right-of-way for part Main Plant switch tracks-No. 2 Suppl. to #11, Suppl. by 16, 17, 20, 23, 24, 28, 29, 32. 16 2/1/28 Construct steel bridge and relocate Main Plant switcl tracks. Suppl. to #11, 14. Suppl. by #17, 20, 23, 24, 28, 29, 32. 17 8/1/30 Agreement for additional Main Plant switch tracks. Suppl. to #11, 14, 16. Suppl. by 20, 23, 24, 28, 29, 18 4/28/32 Power line crossing (overhead) at Salvage Yard. 20 12/5/35 Agreement for additional Main Plant switch tracks anc relocations of existing tracks. Suppl. to #11, 14, 16, 17. Suppl. by 23, 24, 28, 29, 32. 22 2/6/36 Heat conduit crossing (under track) 23 9/1/38 Agreement for additional Main Plant switch tracks. Suppl. to #11, 14, 16, 17, 20. Suppl. by 24, 28, 29, 24 6/13/39 New bridge & additional Main Plant switch tracks. Suppl. to #11, 14, 16, 17, 20, 23. Suppl. by 28, 29, 25 6/1/40 Overhead transmission line crossing. 26 4/1/41 Crossing for drain from cafeteria (under track) 27 8/1/41 Phone line conduit crossing (under track) n u, c pCfj oV U Agreement with Railroads ge Five. A.P.G. Number Date_Subject 28 11/18/41 Agreement for additional Main Plant switch tracks. Suppl. to *11, 14, 16, 17, 20, 23, 24. Suppl. by 20, 20 10/1/42 Agreement for extension of tracks under *28. Suppl. to *11, 14. 16, 17, 20, 23, 24, 28. Suppl. by 32. 31 7/18/45 Crossing Contract - Main Line and all sidings Suppl. by *33, 49. 32 4/1/46 Agreement for overall adjustment of ownership, use, and maintenance of existing tracks and installation of additional Main Plant switch tracks. Suppl to *11, 14, 16, 17, 20, 23, 24, 28, 29. Suppl by 34, 3 39a, 41, 41a, 43, 45, 47, 48. 34 12/24/46 Track changes in Mexico, Mo. Suppl. to *32. Suppl by 38, 39, 41, 41a, 43, 45, 47, 48. 35 2/1/47 Oil Pipeline crossing (underground). 35-A 6/12/47 Lease of portion of Main Line R/W of Wabash for Green Co. buildings and gas line. Cancells *21. 37 6/23/47 Cancells Warranty Deed dated 3/28/29 (*15) 38 11/9/50 Construction of additional tracks, relocation of existing tracks. Suppl. to *32, 34. Suppl by 39a, 41, 41a, 43, 45, 47, 48. 39-A 5/2/51 Construction of additional tracks & relocation of existing tracks. Suppl. to *32, 34, 38. Suppl by 41, 41a, 43, 45, 47, 48. 40 7/30/51 Agreement for storing of clay in Montgomery County, Missouri. Agreement with Railroads Page Six . A. P'. G . Number 41 Date 11/16/51 Subiect Construction of additional & relocation of tracks. Suppl to #32, 34, 38, 39a. Suppl by 41a, 43, 45, 47, 41-A 1/23/52 Construction of additional & relocation of tracks. Suppl. to #32, 34, 38, 39a, 41 Suppl by 43, 45, 47, 43 1/2/53 Construction of additional tracks (380') Suppl to #32, 34, 38, 39a, 41, 41a Suppl by 45, 47, 48. 44 3/20/53 Construction of additional tracks for new government Bauxite Stockpile. 45 6/2/5 3 Construction of additional tracks (165') Suppl to #32, 34, 38, 39a, 41, 41a, 43 Suppl by 47, 48. v 46 47 7/27/53 8/5/53 Construction & Maintenance of new switch track and br Agreement for construction of additional tracks & re location of existing tracks. Suppl to #32, 34, 38, 2 41, 41a, 43, 45. Suppl by 48. 49 5/25/55 Provision for watchman and/or barricade to protect Main Line crossing. Supplemental to #31 and 33. 50 8/7/55 Assignment of lease contract between Wabash & E. C. Noble dated 11/16/42 for storing clay at New Florence Mo. (see #51). 51 8/7/55 Assignment to Green Co. by Wabash of lease contract formerly held by E. C. Noble for storing of fire clay. (see #50) 12/3/63 Lease for underground facilities at Mexico, Mo. ' 31. Siding Agreement - Pennsylvania Railroad, dated 5/12/14. 32. Pipeline Agreement - Pennsylvania Railroad, dated 12/20/50. 33. Detroit, Toledo & Ironton RR Co. - R.R. Siding at Durex Plant. 34. Freight Agents Association - credit agreement, to avoid ICC penaltie pa:c EXHIBIT J LEASES (OFFICES, WAREHOUSES, FARMS, ETC.) ;binson Brick & Tile Co. 7/23/59 lease by Green to Robinson of certain land in El Paso County, Colo, (approx. 300 acres) for annual rental and royalties on clay and subsoil removed. Sweet Sign Advertising Co. rental by Green to Sweet of property on which sign erected. Lot A. Investors, Inc. - lease of Baton Rouge, La. office to A. P. Green $77.50 mo. (one year lease 1/1/67 to 12/31/67). Anthony H. Bandstra - lease - Chicago Special Office in Lansing, 111. 5 years , 1/1/67 to 12/31/71 ($365.00 mo. ). William C. Lemke - lease of office space by A. P. Green to Lemke for $40.00 mo. Pittsburgh sales office - lease from 1/1/67 to 12/31/71 ($444.94 mo.). Branch Office - Toledo - lease. Farm Lease - Central Missouri Livestock Auction, Inc., lease of certain ~eal estate (521 acres) from A. P. Green all in Audrain County - $3960.00/ ..mum - shown on Drawing No. 110A15-2 (Deed Nos. 97, W-146,101,103,92) . Farm Contract - Raymond Edwards - year to year lease - land located in Audrain County. Farm Contract - Marshall Flippen - year to year - Calloway County, Missouri. Farm Contract - Bob Guerrant (130A) year to year - Calloway County, Missouri Farm Contract - Roy Popp (80A) South of Benton City in Audrain County. Farm Contract - James Smitthy - Audrain County, Missouri. Harbison-Walker Refractories Company - agreement for rental by A. P. Green of loading site at Gordon, Georgia for $220.00/year. City of Mexico, Mo. - lease of West Plant property to City July 1, 1966 to June 30, 1971. c s o l '6 jQ M. Music - letter agreement 2/23/65 re use by Music of certain ware house space rented by Green in return for certain services to be per formed by Music for Green. R. B. Purviance - lease (8/1/66) of property located in Latah County, Idaho (year to year basis, $10/yr.). Schrock Fertilizer Co. - lease to Schrock by Green of portion of west plant site in Mexico, Missouri. Lease dated July 27, 1964 - effective 7/1/64 year to year. U. S. Government Contracts, Lease No. GS-oop-10558 (SCM) lease of land in Mexico, Mo. to U.S. Govt, for storage of Govt.-owned Refractory Grade Bauxite Ore dated 9/20/54 and extended to 9/19/69 for $1.00/yr. - U.S. Govt. Contract No. GS-00-DS-(P)-74003 outloading and service by A. P. Green of Govt, owned bauxite executed by Govt. 3/10/67 - 60 cents short ton-period of performance extended to June 30, 1968 by Amendment No. 1 (6/30/67) - U. S. Govt. Contract No. GS-00-DS(S)-70005 purchase by A. P. Green of Bauxite from U.S. Govt, for $209,538 agreement dated 1/31/67. Uregas Service of Mexico, Inc. - rental of gas storage tank (3/26/62) 34.00/yr. Atlanta Warehouse - Atlanta, Ga. Warehouse & Office - Pope & Carter Co. 9/1/67. Warehouse Lease - Birmingham, Ala. warehouse and office - Dekle Realty Co., Inc. - 10 year lease 5/15/66 to 5/14/76 $785.74/mo. Southern Rwy. Co. - lease on N. B'Lam Frt House 6/1/66. Warehouse Lease - Columbia, S.C. - Donalan Terminal Warehouse letter agreement-warehouse $150/mo.? office $30/mo.; also pay $.10 cwt. on in coming material. Warehouse Lease-Des Moines, Iowa, Lessor: Trustees of Fredric M. Hubbell Estate - expires 4/1/70 ($100/mo.). Warehouse Lease - Kansas City, Mo., Lessor: J. M. Slater and Eileen J. Slater Term: 6/1/59 to 5/31/69 ($510/mo.). Warehouse Lease - Jacksonville, Florida, Lessor: Jacksonville Warehouse Company dated 1/22/65 ($200/mo.) effective 2/1/65, expires 1/31/68, Lessor performs certain services for which Green pays a fee. 2- - \rehouse Lease - Knoxville, Tenn. - no written agreement ($1.20 per pallet per mo.) - Answering service $15.00 mo. Warehouse Lease - Louisville, Ky., Lessor: Mid-land Warehouse Co., no formal agreement - office $25.00/mo.; storage, handling, delivery, so much per cwt. Warehouse Lease - East Moline office and warehouse, Lessor: Paul M. Verslus and Edna P. Verslus term 2/1/65 to 1/31/68 ($400/mo.). Warehouse Lease - Nashville, Tenn., Lessor: Rollins Associates, a partner ship, term 1/1/66 to 12/31/70 ($328.00/mo.). Warehouse Lease - Omaha, Nebr., Lessor: C.G. Johnson Boiler Co. - term: 11/1/64 to 10/31/67 ($400.00/mo.). Warehouse Lease - Peoria, 111., Lessor: Federal Warehouse Co. - letter agreement of 12/2/66 - space $240.00/mo., parking $6.00/mo.; handling charges 20 cents cwt. inbound, office space handled through Service Re fractories Co. ''arehouse Lease - Philadelphia, Lessor: Walter Smith - sublease to Samuel ' ..e fining Co. by A. P. Green. Warehouse Lease - St. Louis (Overland) Lessor: Investment Capital Corpora tion (now Blakewell Corp.) term 6/1/62 to 3/31/72, $5,000.00/yr. payable monthly. Warehouse Lease - Savannah, Ga., Lessor: Rolands Bonded Warehouse - variou charges for storage, handling, loading and deliveries but no stated rental. Warehouse Lease - Tampa, Fla., Lessor: Freight Line Transfer Inc. letter agreement - term 9/4/64 to 9/14/67 space $270.00/mo. plus charges for unloading, loading, etc. Sales Office Lease - Woodbridge, N.J. - Lessor: Sextons and Frieses term 12/1/59 to 11/30/69, $475.00/mo. rp>. EXHIBIT K MISCELLANEOUS CONTRACTS 1. DOMESTIC DISTRIBUTOR SALES AGREEMENTS WITH A. REFRACTORIES CO. . GREEN Company Name and Location Date Effectiv E. J. Bartells Company, Seattle, Washington Bay State Fire Brick Company, Springfield, Massachusetts Bryant Refractory Company, Inc., Tulsa, Oklahoma Citizens Heating Company, Asheville, North Carolina Connecticut Fire Brick Company, Bridgeport, Connecticut H. R. Curry Company, Inc., Sharpsburg, Pittsburgh, Pa. Cutter Fire Brick Company, Cambridge, Massachusetts R. J. Denton Company, Syracuse, New York Empire Fire Brick Company, Fort Wayne, Indiana A. P. Green Fire Brick Co. of Illinois, Inc., Chicago, 111. A. P. Green Refractories Co. of Michigan, Detroit, Michigan A. P. Green Refractories Co. of Ohio, Columbus, Ohio .. P. Green Refractories Co. of Texas, Houston, Texas A. P. Green Refractories, Inc., Los Angeles, California A. P. Green Refractories of New York, Inc., N. Tonawanda, N.Y . A. P. Green Refractories of Wisconsin, Inc., Milwaukee, Wise. J. E. Hurley Machine & Boiler Works, Inc., Washington, D.C. Kessler Fire Brick Company, Evansville, Indiana La-Mo Refractory Supply Company, New Orleans, Louisiana Lignite Combustion Engineering Corporation, Bismarck, N.D. Metropolitan Refractories Corporation, Woodbridge, New Jersey Midwest Material Company, Springfield, Missouri National Engineering Company, Baltimore, Maryland Penn-Mo Fire Brick Company, Harrisburg, Pennsylvania Refractory Engineers, Inc., Indianapolis, Indiana Smith-Sharpe Company, Minneapolis, Minnesota A. Lynn Thomas Company, Richmond, Virginia July 1, 196 July 1, 196 July 1, 196 July 1, 196: July 1, 19 6. July 1, 196. July 1, 196. July 1, 196. July 1, 196. July 1, 196: July 1, 196: July 1, 196. July 1, 196' July 1, 19 6'. July 1, 196. July 1, 196. July 1, 196. July 1, 196. July 1, 196' July 1, 196 July 1, 196 July 21, 19 July 1, 196 July 1, 196 July 1, 196 July 1, 196 July 1, 196 n e L Cr 2. A. P. GREEN FOREIGN SALES REPRESENTATIVES Company Name and Location Date Effective A. P. Green Argentina, S. A., Argentina, Buenos Aires Newbold General Refractories Ltd., Australia, Mayfield June 07, 1962 ,Sept 11 1967 Wilkinson & Challenor, Ltd., Barbados, Bridgetown Sept 25, 1962 Ets. J. Trachet, Belgium Brussels Corp. Comercial Boliviana, S.A., Bolivia, La Pa2 Jan. 29, 1962 ,Sept 01 1961 Herbert E. Hering, Brazil, Sao Paulo Oct. 14, 196< A. P. Green Refractories (Canada) Ltd., Canada, Weston(Toronto)July 19, 1962 Refractorios Lota Green S.A., Chile, Santiago Hornos Industriales, Ltda., Colombia, Bogota June 07, 1962 ,Dec. 22 1964 Ladrillera La Uruca, Ltda., Costa Rica, San Jose Apr. 03, 1962 I/S Fomodan Kemi, Denmark, Copenhagen Jan. 06, 1962 Dalsan, C. por A., Dominican Republic, Santo Domingo -Comercial Importadora J. J. Medina, C.A., Ecuador, Guayaquil Dec. 26, 1962 ,Sept 01 1962 Salvador Machinery Company, S.A., El Salvador, SanSalvador June 07, 196: Oy E. Sarlin AB, Finland, Helsinki C. Jacobsen & Cie,. France, Paris Aug. 15, 196: ,Sept 01 196: Triandafillou S.A., Greece, Athens uduardo B. Coffey & Co., Sues. Guatemala, Guatemala City June 09, 196: ,Sept 01 196: Kumardhubi Fireclay & Silica Works, Ltd., India, Calcutta Jan. 17, 196- Hans Friedlander Ltd., Israel, Tel-Aviv Jan. 09, 196: Eich Maumary & C., Italy, Milan E. P. Dungate Co., Italy, Palermo REFRAC, Italy, Torino Kingston Industrial Agencies, Ltd., Jamaica, Kingston Compania Mexicana de Refractarios A. P. Green S.A. Oct. 31, ,Sept 10 June 11, Sept 01, ,Nov. 01 196: 196: 196* 196: 196: Mexico, Mexico D.F. N. V. International Technische Handelmaatschappij Fa. June 09, 196: F. J. Cleton, Netherlands, Vlaardingen Kamo-Green Refractories Ltd., New Zealand, Auckland Jan. 03, 196 Bird & Co. (Pakistan) Ltd., Pakistan, Chittagong Navarro y MacMurray, S.A., Panama, Panama City Apr. 29, 196. ,Sept 01 196 Manila Machinery & Supply Co., Inc., Philippines, Manila June 07, 196 Termo-Tecnica, Lda., Portugal, Lisbon Portilla Corporation, Puerto Rico, San Juan June 09, 196 ,Jan. 11 196 -2 'S, IU !> V S,' Company Name and Location Drilling Equipment & Chemicals Co., Saudi Arabia, Dammam Vereeniging Refractories Ltd., South Africa, Vereeniging Connell Bros. Company, Ltd., South Korea, Seoul Consorcio Iberico Smith Robert, Spain, Madrid Henning Stenbeck AB, Sweden, Djursholm Sandbach Trinidad Ltd., Trinidad, Port-of-Spain Altay Kollektif Ortaklig, Turkey, Ankara A. P. Green Refractories Ltd., United Kingdom, Wembley A. P. Green-Comaco Refractarios S.A., Uruguay, Montevideo Proquim, C.A., Venezuela, Caracas Sanchez & Cia., S.A., Venezuela, Caracas Adolf A. Fleischmann, West Germany, Frankfurt Date Effectiv Oct. 06, 19 June 07, 19 Informal Nov. 01, 19 June 09, 19 Sept 01, 19 Sept 03, 19 i--1 O Apr. 19' June 07, 19' Oct. 16, 19 : Oct. 16, 19* Oct. 19* r lCO 3. ANNUITY AND PENSION AGREEMENTS (a) Group Annuity Contract Number GR-419, as amended issued by the Connecticut General Life Insurance Company to A. P. Green Refractor ies Company. (b) A. P. Green Fire Brick Company Pension Trust Agreement Relating to Retirement Plan for Hourly Employees of The Dixie Fire Brick Company Division, as amended, being an Agreement between A. P. Green Fire Brick Company and Mercantile Trust Company dated December 31, 1962. (c) A. P. Green Fire Brick Company Profit Sharing Plan for Salaried Employees Trust Agreement, as amended, being an Agreement between A. P. Green Fire Brick Company and St. Louis Union Trust Company dated April 27, 1956. (d) Pension Agreement of July 1, 1950, as amended, between United Construe tion Workers-United Mine Workers and Climax Fire Brick Company. (e) Group Annuity Contract No. GA-112 issued by The Lincoln National Life Insurance Company to Durex Refractories Company, as amended. (f) Pension Agreement dated September 1, 1952, between The United Con struction Workers, affiliated with The United Mine Workers of America and Pyro Refractories Company, as amended. (g) Pension Agreement dated December 23, 1957, between Standard Fire Brick Company and Local No. 643 of the United Brick and Clay Workers of America, AFL-CIO, as amended. (h) Pension Agreement dated October 1, 1964, between Western Fire Brick Company Division of A. P. Green Fire Brick Company and the United Steelworkers of America, as amended. (i) Group Annuity Contract Number GP-943 issued by the Continental Assur ance Company to A. P. Green Fire Brick Co. Standard Division, as amended. (j) A. P. Green Fire Brick Company Pension Trust Agreement Relating to Retirement Plan for Hourly Employees, as amended, being an Agreement between A. P. Green Fire Brick Company and Mercantile Trust Company dated December 26, 1951. (k) Group Annuity Contract Number GA-1312 issued by The Prudential In surance Company of America to A. P. Green Refractories Co., as amende. (l) Group Annuity Contract No. GA-289 issued by The Prudential Insurance Company of America to A. P. Green Fire Brick Company, as amended. (m) Group Contract No. GA-7056 issued by Bankers Life Company to A. P. Green Refractories Co., as amended. (n) A. P. Green Fire Brick Company Retirement Plan for Salaried Employees Variable Trust Agreement, as amended, being an Agreement between A. P Green Fire Brick Company and St. Louis Union Trust Company. (o) Trust Agreement dated as of June 22, 1959 between A. P. Green Fire Brick Company and First National City Trust Company, as amended. -4 - A .rco 9J0S 7 4. OTHER AGREEMENTS Mexico Division Contracts American Airlines - Universal Air Travel Plan Acct. #2618. Avis Rent-A-Car System. A. P. Green Refractories, Ltd. - Bank Guarantee 140,000 Manufacturers Hanover Trust Company, London. Bank Guarantee - A. P. Green Refractories Ltd. to Morgan Guaranty Trust (35 Months from Feb. 1965). Battelle Memorial Institute - Research & Engineering Technology W. H. Bixby - agreement not to use name Bixby in connection with sale of refractory products for period 2/28/65 to 2/28/68. Willis Branch - Consultant Agreement - retired employee. 'ommercial Credit Industrial Corp. - truck lease - Finance contract. Hertz Rent-A-Car System. IIT Research Institute - participation in research project "Better Re fractories for Basic Oxygen Furnaces" agreement executed 10/6/65 (probably completed). I. H. Krekstein - CPA - retainer for Pennsylvania taxes - letter dated 11/17/61. . Mississippi Valley Barge Line Co. - Agreement to transport chrome ore to Tarentum, Pa., and Agreement to Transport Dead Burned Magnesite to Tarentur. from St. Joe, Florida? and Agreement to Transport Dead Burned Magnesite from Freeport, Texas to Tarentum, Pa. National Utility Service consultant service contract five years (contingent fee) dated April 12, 1966. Spoehrer, Charles H. (atty.) labor matters retainer $10,000 for 1967. 5 coo PJ Cf o E /stern Diesel Services, Inc - agreement dated 3/2/66 re: manufacture of hydraulic variable speed drive - Western manufactures drive for Green. Western Union (a) agreement to retain copies of messages and to obtain discount; (b) Telex agreement. Western Weighing and Inspection Bureau-agreement effective 1/20/67 for Sulphur Springs Division N.S. Wood - Professional Services Agreement - Retired Employee dated 10/11/67. George Wilson - Consultant Agreement dated 9/6/67 Colex Joint Venture Agreement (Colorado Exploration Venture) dated 9/27/67 Standard Fire Brick Co. Macon Division Contracts Mliam P. Stevens-agreement to pay Stevens $12,000/yr for 10 years com mencing 5/23/58 - payments now being made to his estate. Ohio Divisions Contracts City of Jackson, Ohio - fire protection agreement dated 9/18/58 - re newals year to year. Contract Mining Agreements (Pyro) F. H. House, dba F. H. House & Son M. A. McCoy, aka M. A. McCoy and Sons Waterloo Coal Co., Inc. Clyde Taylor - hauling contract for Pyro Division - agreement dated 4/6/66. (Pyro Division) Waterloo Coal Company mining contract dated 3/1/66 Jackson County, Ohio - royalty to Green for coal and limestone-Waterloo to stockpile clay. Also a limestone lease dated 8/16/56 Jackson County, Ohio. R. B. Weed Contract 6 rtrco ...oblo Colo. Division Contracts Abell Truck & Equipment Co. truck lease dated 6/25/64. Billy Adams - retainer legal service. Harold G. Thurman - option to purchase real estate in Pueblo County, Colorado. Remmey Division Contracts American District Telegraph Co. - Central Station - protective signaling service. Bell Telephone Co. of Penn, private branch exchange serv. Realty Appraisals Co. - tax assessment service. Buckley Remmey - Consultant. hn Konopka, November, 1964, Trucking Services Phila. Electric, April, 1963, High Tension Agreement Oswald Refractories, September, 1965, Non-exclusive Sales Agreement to restrictive Accounts. Dave Bolon, November, 1962, Exclusive Sales Agreement for two accounts. Foremost Foundry, May, 1953, Sales Agreement Sulphur Springs Division Contracts C. W. Howland - Clay hauling (2). Tarentum Division Contracts Penn Builders Supply Co. agreement (yr. to yr.) for unloading of barges. ? cn o ro nJ Troy Division Contracts Petrolane, equipment rental. Valentine Division Contracts Thompson & Phillips Clay Co. - mining and stockpiling agreement - letter 10/17/64. Township of Woodbridge, Mining of perimeter lands at Maner Bank Harbison - Walker Refractories Co. - sale of firebrick-agreement dated 9/1/64 - year to year. General Refractories Co. - sale of firebrick-agreement dated 8/1/64 - year to year. Climax Division Contracts . C. Spangler - retired employee, 10/1/67 - 9/30/68. Sales Agreement - Chevrolet Motor Division, Saginaw, Michigan Contract #808 dated 7/1/67 - 1/1/68. Right of Ways (a) West Penn Power (4 agreements). (b) W. E. Boyer to Climax, dated 11/6/51, (c) Kathryn & Lester Long to Climax, dated 8/3/50. (d) D. C. Nulph to Climax, 6/8/48. (e) Simon Adam Estate to Climax, dated 6/8/51. (f) M. 0. & Lurline Henry to Climax, dated 12/12/47. (g) M. 0. & Lurline Henry to Climax, dated 10/22/51. (h) W. B. & Marie Wotering to Climax, dated 7/22/59. (i) Right of way for tram road on Truitt farm, dated 11/9/13. (j) Archie Reitz to Climax, dated 12/14/50. (k) Climax to H. K. Porter Co. - agreement to sell gas, dated 6/1/67. 8 FM/GO 9<50HD