Document JvrqJdJ1wqx54MoNb8z1L9G3Z

INSTRUMENT OF ASSIGNMENT AND ASSUMPTION_______ INSTRUMENT OF ASSIGNMENT AND ASSUMPTION, ' April 10, 1989, by and among GAF Corporation (the "'Corporation") and GAF Building Materials Corporation, formerly known as Edgecliff Inc. ("Edgecliff"), both Delaware corporations (the "Instrument"). WHEREAS, the holders of all the outstanding shares of capital stock of the Corporation entitled to vote thereon have adopted and approved a Plan of Complete Liquidation of the Corporation (the "Plan"); WHEREAS, Edgecliff owns 10.84552% of the capital stock of the Corporation; WHEREAS, pursuant to the Plan, the Board of Directors of the Corporation has determined to effect the distribution and transfer of all of its assets and liabilities to all of its stockholders; WHEREAS, pursuant to the Plan, the Corporation has filed a Certificate of Dissolution in the state of Delaware; NOW, THEREFORE, in consideration of the premises and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereto take the following actions: 1. The Corporation hereby transfers, conveys, sets over and assigns to Edgecliff, all the assets and liabilities, known and unknown, relating to its commercial and residential roofing materials business (excepting the mineral product business), including: (A) the assets and liabilities acquired by the Corporation as a result of and upon the merger of GAF Building Materials Corporation into the Corporation, which include, but are not limited to, all the outstanding stock of GAF Real Properties, Inc., GAFTECH Inc., and BMC Acquisition Corp. and also including contract rights, receivables, trademarks, intangibles and other assets and liabilities, known or unknown, relating to its commercial and residential roofing materials business (excepting the mineral products business); (B) all the land, leases, buildings, real property, property, plant, equip ment, inventory, and other assets at the facilities and addresses listed in Exhibit A attached hereto; and (C) all right, title and interest of the Corporation in and to all the technologies and trademarks and tradenames used by the Corporation relating to the commercial and residential roofing materials business (excepting the mineral products business), including, but not limited to the patents and trademarks listed in Exhibit B attached hereto but in no event including trademarks and tradenames that contain the name "GAF." 2. Edgecliff hereby undertakes, assumes and agrees to perform, pay or discharge all of the duties, obligations and 2- - liabilities of the Corporation with respect to (and to defend, indemnify and hold harmless the Corporation from and against all losses, liabilities and expenses, including legal fees and court costs, suffered or incurred in connection with) the assets and liabilities transferred, conveyed, set over or assigned to it under paragraph 1 above. 3. The Corporation hereby transfers, conveys, sets over and assigns to Edgecliff: (i) 100% of all liabilities arising out of (A) shingle claims for discontinued products, (B) plant shutdowns, and (C) environmental claims from plants no longer operating and from oil waste pollution (collectively, the "Specific Liabilities"); (ii) 100% of all liabilities, costs, fees and expenses, known and unknown, arising out of all claims, lawsuits or other actions (A) seeking recovery for bodily injury, sickness, disease or death alleged to have been caused in whole or in part by any asbestos or asbestos-containing material whether in the work place or otherwise, (B) seeking to recover the cost of abatement, removal or replacement of asbestos or asbestos-containing material from any public, commercial or private building or other structure, including the cost of health screenings, inspections and operation and maintenance programs, (C) seeking the clean-up of asbestos or asbestos-containing -3- material from any land fill, waste disposal or other site, and (D) any other liability related to the manufacture, sale or use of asbestos or asbestos-containing material, whether arising pursuant to a contractual agreement or under Federal, state or local law, ordinance, regulation, rule or common law (in contract, tort or otherwise) (collectively, the "Asbestos-Related Liabilities"), and all persons dedicated to the administration of Asbestos-Related Liabilities; and (iii) 10.84552% of its duties, obligations and liabilities, not otherwise transferred, conveyed, set over, or assigned or assumed under this Instrument or Instruments of Assignment and Assumption of even date herewith between the Corporation and one or all of its stockholders (all such duties, obligations and liabilities collectively the "Other Liabilities"), including, but not limited to, its liabilities (A) under the note issued by the Corporation to G-I Holdings Inc. on March 29, 1589 with a principal amount of $5,170,300, (B) for workers compensation and medical benefits for retirees and former employees of discontinued operations, (C) for insurance claims arising with respect to the 1983-84 year during which the Corporation was self-insured, (D) for pension plan termination liabilities, (E) for the redemption of the Preferred Stock of the Corporation, and (F) for other legal claims, but excluding all Asbestos-Related Liabilities. -4- Edgecliff hereby underbakes, assumes and agrees ro perform, pay or discharge ail the duties, obligations and liabilities of the Corporation with respect to (and to defend, indemnify and hold harmless severally the Corporation from and against all losses, liabilities and expenses, including legal fees and court costs, suffered or incurred in connection with) 100% of the Specific Liabilities, 10C% of the Asbestos-Related Liabilities, and 10.84552% of the Other Liabilities. 4. Edgecliff shall enjoy, to the fullest extent permitted under applicable law, the benefit of ail insurance coverage of the Corporation in effect on the date of the adoption of the Plan. 5. The parties hereto hereby agree to execute and deliver such further instruments and documents as any party shall reasonably request to effect the foregoing transactions. IN WITNESS WHEREOF, the parties hereto have caused this instrument to be executed the day and year first above written. GAF Corporation GAF Building Materials Corporation, -5- Exhibit A Edqecliff Real Property BALTIMORE, MARYLAND 1500 So- Ponca Street P.0. Box 9977 21224 CHESTER, SOUTH CAROLINA 190 Orrs Road 29706 DALLAS, TEXAS 2600 Singleton Blvd. P.0. Box 655607 75265-5607 (Zip Code 75212) ERIE, PENNSYLVANIA Foot of Sassafras Street P.0. Box 1128 16512 FONTANA, CALIFORNIA 11800 Industry Avenue S.W. Industrial Park 92335 IRWINDALE, CALIFORNIA 6230 Irwindale Avenue P.0. Box 2148 91706 MILLIS, MASSACHUSETTS 60 Curve Street 02054 MINNEAPOLIS, MINNESOTA 50 Lowry Avenue N. 55411 MOBILE, ALABAMA 2400 Emogene Street P.0. Box 6377 36660 MOUNT VERNON, INDIANA Givens Road 47620 NASHVILLE, TENNESSEE Fiberglass Road 37210 PLAINFIELD, ILLINOIS 600 Lockport Street 60544 SAVANNAH, GEORGIA 1 Brampton Road p.O. Box 7329 31418 SOUTH BOUND BROOK, NEW JERSEY 35 Main Street 08880 TAMPA, FLORIDA 5138 Madison Avenue P.O. Box 5176 33675 GLOUCESTER CITY New Jersey Exhibit A (contd.) 2- - fdn. no. 423 673 684 399/ciP/ CONT 825 825/DIV 8l8 943 1454 1035 1035/A 1064 1064/a 1069 1454 Exhibit B Edgecliff United States Patents PATENT NO. 3.662.695 3.874.327 3.884.755 3.921.358 ISSUED 5/16/72 4/1/75 5/20/75 11/25/75 TITLE Roofing Factory Fume and Solid Waste Disposal System Variable Cam Adjustment Arrangement Closed Cycle Paper Sheet Production Composite Shingle 3.983.773 4.041.815 4.094.869 4.118.272 4.146.375 4.168.178 4.168.179 4.178.203 4.178.204 4.178.206 4.146.375 10/5/76 8/16/77 6/13/78 10/3/78 3/27/79 9/18/79 9/18/79 12/11/79 12/11/79 12/11/79 3/27/79 Apparatus for Perforating Roofing Sheet Material Apparatus and Method for Perforating Sheet Material Thermally Stable. Rigid, Cellular, Isocyanurate Polyurethane Foams Continuous Wet-Laid Process for Makir. High-Strength Glass Fiber Mats Method for the Continuous Production of Glass Fiber Strand Asbestos-Free Bituminous Composition Bituminous Composition Method of Increasing the Strength of Wet Glass Fiber Mats Made by the WetLaid Process Wet-Strength of Wet Glass Fiber Mats by Treatment with Anionic Polyelectrolytes Method of Forming Glass Fiber Dispersions with Cationic Quaternary Ammonium Surfactant Having at Least Two Long Chain Groups Method for the Continuous Production of Glass Fiber Strand FDN. NO. PATENT NO. ISSUED TITLE 1062 4.179.331 12/18/79 Glass Fiber Dispersions for Making Unifora Glass Fiber Mats by the WetLaid Process 1097 4.183.782 1/15/80 Method of Producing Glass Mats Using Novel Glass Fiber Dispersion Composition 1193/B 4.200,487' 4/29/80 Economical Method of Making HighStrength Glass Fiber Mats Particularly Useful for Roofing Products 1193/A 4.233.353 11/11/80 Higft-Strength Built-Up Roofing Using Improved Glass Fiber Mats 1193 4.242.404 12/30/80 High-Strength Glass Fiber Mats Particularly Useful for Roofing Products 1209 4.258.098 3/24/81 Glass Fiber Mats with Improved Binder ll6l 4.265.704 5/5/81 Method of Dispersing Bundles of Glass Fibers for Making Glass Fiber Mats by the Wet-Laid Process 1097/A 4.269.886 5/26/81 Novel Glass Fiber Mat 1127 4.271.273 6/2/81 Rigid Isocyanurate Polyurethane Foaxs and Method for Preparing Same 1097/3 4,284,470 8/18/81 High-Strength Roofing Products Using Novel Glass Fiber Mats 991/CONT 4.306.475 12/22/81 Trim Cleaning Apparatus and Method 1173 1252/C0NT 4.351.873 4.387.121 9/28/82 6/7/83 Double Faced Insulating Board Method of Manufacture of a WaterPermeable Hydrophobic Membrane 10G9/CIP 4.390.336 6/28/83 Apparatus for Air Laid Fiberglass Mat 1408 4.444.915 4/24/84 Rigid Polyisocyanurate Foam 1408/B 1408/A 1150 4.444.916 4.444.917 D 257.282 4/24/84 4/24/84 10/7/80 Polyisocyanurate Foam and Reaction Mixture for Making Same Polyisocyanurate Foam One-Way Roof Stack Vent 1149 D 257.283 10/7/80 Two-Way Roof Stack Vent 2- - FDN NO. PATENT NO. ISSUED TITLE l4l6 1^30/DIV 1^15 1430 1440 1432 1473 1509 1473/DIV 4.472.243 4.513.045 4.542.068 4.543.158 4.567.079 4.592.770 4.717.614 4.755.545 4.795.661 9/18/84 4/23/85 9/17/85 9/24/85 1/28/86 6/3/86 1/5/88 7/5/88 1/3/89 Sheet Type Roofing Sheet Type Felt Method of Making Glass Fiber Mat Sheet Type Felt High-Strength Built-Up Roofing Using Improved Ply Sheets Glass Melter Asphalt Shingle Roofing Adhesive Process for the Manufacture of Asphai Shingles -3- Edgecliff Foreign Patents { fdn. no. 433 PATENT NO. 983.653 439 968.647 454 947.960 465 1,001.666 656 673 684 715 771 709 731 994.514 983.699 1.001,463 1.001.462 1.025.628 1.034.300 1.060,282 810 1.062.288 818 1.062.850 1.472.245 825 1.037.376 852 1.083,896 ISSUED 2/17/76 COUNTRY Canada 6/3/75 Canada 5/28/74 12/14/76 Canada Canada 8/10/76 2/17/76 Canada Canada 12/14/76 Canada 12/14/76 Canada 2/7/78 7/4/78 Canada Canada 8/14/79 Canada 9/H/79 9/18/79 8/31/77 8/29/78 8/19/80 Canada Canada Gr. Britain Canada Canada TITLE Fire Rfetardant Prills and Composition Containing Same Building Construction Membrane Granule Applicator Calcium Silicate Thermal Insulation Reinforced with Cellulose Fibers Siding Assembly Structure Variable Cam Adjustment Arrangement Closed Cycle Paper Sheet Production Improved Cycle Paper Sheet Production Textured Asphalt Shingles High Resilience Fire Retardant Urethane Foam Process for Making Decorative Sheet-Type Material Having a Textured Surface Cotton-Cement Articles Thermally Stable. Rigid. Cellular, Isocyanurate Polyurethane Foams Apparatus for Perforating Roofing Sheet Material Decorative Sheet-Type Material Containing Chips and Process for Making Same -4- r FDN . NO. PATENT NO. ISSUED COUNTRY TITLE 9 20 1035 1035/A 1062 1.066.473 1.116.809 1.119.354 1.132.405 11/20/79 1/26/82 Canada Canada 3/9/84 9/28/82 Canada Canada 1064 1.118.292 2/16/82 Canada 1097 1.120.205 3/23/82 Canada 1097/A/B 1069 1.147.541 1.120.348 6/7/83 3/23/82 Canada Canada 1149/50 1149/50 1161 Reg. 45.067 Reg. 77.821 1,144,312 10/9/79 7/7/80 4/12/83 Canada France Canada 1416 1452 1.236.658 572.666 162.519 80.639 92554 5/17/88 10/4/88 6/14/88 5/26/88 5/25/87 Canada Australia India Portugal Romania Plastic Building Panel Asbestos-Free Bituminous Composition Bituminous Composition Glass Fiber Dispersions for Making Uniform Glass Fiber Mats by the WetLaid Process Method of Increasing the Strength of Wet Glass Fiber Mats Made by the Wet-Laid Process Method of Producing Glass Mats Using Novel Glass Fiber Dispersion Composition Novel Glass Fiber Mat Method of Forming Glass Fiber Dispersions with Cationic Quaternary Ammonium Surfactants Having at Least Two Long Chain Groups Roof Stack Vent Roof Stack Vent Method of Dispersing Bundles of Glass Fibers for Making Glass Fiber Mats by the Wet-Laid Process Sheet Type Roofing Glass Melter -5- FDN. NO, PATENT NO. l4p4 476.653 325.233 805.107 PI 7307257 1.019.573 174.219 11.152 73.33809 50.230 171.434 137.277 11.310 43.209 1.001.549 133.546 134.416 86.826 419.067 2.346.963 ISSUED COUNTRY TITLE Australia Method for the Austria Continuous Production Belgium of Glass Fiber Strand ^ Brazil Canada Czechoslovakia Egypt France Greece Hungary India Iran Israel Italy Mexico Norway Poland Spain W. Germany -6- Edgecliff Trademark Registrations NAME CHIEFTAIN CLIPTFAST DU3L-C0VERAGE FLASHTITE MINERAL SHIELD REG, NO 610,225 901.085 519.642 276,218 981.514 MINERAL SHIELD 1.000.367 MINERAL SHIELD 1.115.664 NCR' FASTER REXOID F.CVAL SOVEREIGN Rl'BEROID RUBEROID 889.613 332.475 1,374.797 50.919 687.781 RUBEROID FIRE-GUARD RUBEROID LOK-TAB RUBEROID SELF SEALING 954.837 607.814 688.556 RENEWAL OR AFFIDAVIT DATE 8/9/95 10/20/90 1/10/90 1/8/94 4/2/94 12/24/94 3/27/99 4/21/90 2/18/96 12/10/90 4/3/06 11/10/99 3/13/93 6/28/95 11/24/99 DESCRIPTION Asphalt shingles Asphalt shingles Asphalt roll roofings and shingles Roof cement Mastic aluminum mastic and plastic cement for use in built-up roofing Service of applying and repairing roofing Asphalt coated felt roofing membrane, asphalt coated glass roofing membranes, and granules for use in built-up roofing Roofing shingles Asphalt composition roofing Asphalt shingles Flexible waterproof fabric Building, roofing, and sound and heat insulating products made from asphalt, asbestos, asbestos-cement. gypsum, or combinations thereof Asphalt shingles Asphalt shingles Asphalt shingles -7- FDN. NO. SAFE-N-DRY SENTINEL sentinel & design SENTINEL SHINGLSTIK SOVEREIGN SQUARE-TAB STAREX STAREX STRATALITE STRATA-PLY STRATAVENT SUBURBAN SUPERTAB TIMBERLINE TIMBERTEX TITE-ON twin-tabs WEATHER COAT WEATHERGUARD WINDJAMMER PATENT NO. ISSUED COUNTRYTITLE 558.762 5/13/92 Roofing and building paper 93*1.675 5/23/92 Roof inspection, maintenance ar.d repair services 934,676 5/23/92 Roof inspection, maintenance and repair services 1.178.156 11/17/01 Shingles 557.968 4/22/92 Roofing cement for cementing down the edges of any type roofing 738.477 10/2/02 Asphalt shingles 927.647 1/25/92 Asphalt shingles 92.008 6/10/93 Composition for making certain named construction materials waterproof 593.199 8/3/94 Asphalt roll roofing 9U.572 5/4/91 Laminated mineral construction materials - namely, roofing and siding materials in sheet and single form 900.579 10/13/90 Roofing felts 989.470 7/30/94 Roofing materials - namely, asphai: coated roofing membranes 610,226 8/9/95 Asphalt shingles 292.567 3/15/92 Composition shingles 929.407 2/22/92 Asphalt shingles 301.304 2/28/93 Asbestos-cement shingles 510.687 6/7/89 Asphalt composition roofing shingles 726.366 1/9/02 Asphalt shingles 995.152 10/8/94 Asphalt roof coating 1.022.276 10/7/95 Asphalt base roof coating compound 738.126 9/25/02 Asphalt shingles -8- FDN. NO. PATENT NO. ISSUED COUNTRYTITLE GAFGRIP PLY 6 1.503.947 73.714.729 WEATHER GUARD TIMBERTEX SHINGLE-MATE SLATELINE 1.515.403 1.503.946 1.503.948 1.500.552 Asphalt sealant for roof shingles Asphalt coated glass mat for use in the construction of built-up roofing Roofing membranes Asphalt roof shingles Roofing underlayment membrane Asphalt roofing shingles -9-