Document RazOxeKENXQmxndO0880mkyyV

AFFIDAVIT OF RICHARD L. KRZYZANOWSKI COMMONWEALTH OF PENNSYLVANIA COUNTY OF PHILADELPHIA ) ) ) ss.: PLAINTIFF'S EXHIBIT CCS-65 Lwh I, RICHARD L. KRZYZANOWSKI, upon personal knowledge, depose and say: > 1. I am the former Secretary and General Counsel for defendant Crown Cork & Seal Company, Inc. ("Crown"), a position from which I retired in January of2000 after > over 30 years of service at Crown, and am authorized by Crown to make this affidavit in support of Crown's Motion for Summary Judgment on the basis ofthe Act dated December 17,2001,15 P.S.CA. Section 1929.1 (Senate Bill 219 of2001) entitled, I "Limitations on Asbestos-Related Liabilities Relating to Certain Mergers or Consolidations." I make this affidavit based upon personal knowledge and upon the information contained in the true and correct copies ofthe documents attached to this > affidavit as Exhibits 1-3. 2. Crown is a manufacturer and distributor ofa variety offood and beverage > packaging products. Crown has never manufactured, distributed, advertised, sold or installed any asbestos-containing (or other) insulation products, since its incorporation. 3. In 1963, Crown was the nation's largest producer and seller ofmetal bottle caps lined with cork, also known as crowns. In 1963, Mundet Cork Corporation ("Mundet Cork"), also a manufacturer ofbottle metal caps and, thus, a competitor of > Crown in that business, was the sixth largest producer and seller of metal bottle caps. On November 7,1963, Crown entered into an agreement to purchase the majority ofthe stock of Mundet Cork. The majority shareholder ofMundet Cork, Joseph J. Mundet, had died and his estate had offered his shares for sale. Crown was primarily interested in purchasing the assets ofMundet Cork associated with its competing bottle cap I operations, and, in particular, Mundet Cork's North Bergen, N.J. plant location. Crown was interested in this location because it was conveniently close to New York and therefore useful in reducing Crown's costs for transporting cans to Crown's New York customers. 4. Consequently, on November 13, 1963, Crown purchased the majority of the outstanding stock in Mundet Cork from the Mundet estate. No Crown stock was exchanged for Mundet Cork's stock. Crown paid the total sum of approximately Seven Million ($7,000,000.) Dollars for the Mundet Cork Stock. 5. Subsequent to Crown's purchase ofsome ofMundet Cork stock on November 13,1963, Mundet Cork remained a separate New York corporation until 1966. 6. On February 10,1966, Mundet Cork was merged with Crown in the State ofNew York. A copy ofthe merger documents is attached hereto as Exhibit 1. 7. On March 30, 1989, Crown was reincorporated in the Commonwealth of Pennsylvania and consolidated through merger on May 1,1989. A copy ofthe Articles ofIncorporation is attached as Exhibit 2. 8.. At the time ofthe stock acquisition, Mundet Cork's business included the following relevant divisions: (1) the closure (Le.. bottle cap) division, which held the assets in which Crown was interested; and (2) the insulation division, which, among other things, manufactured, sold, and contracted to install insulation products. 9. In the summer of 1963, prior to Crown's acquisition ofMundet Cork's stock, Mundet Cork ceased manufacturing insulation products. Immediately after the acquisition ofthe Mundet Cork stock, Mundet Cork, at the request of Crown their majority shareholder, began looking for a buyer for the insulation division. H"), a manufacturer and seller ofasbestos-containing insulation products. Pursuant to a Bill ofSale and Assignment, B-E-H purchased all ofMundet Code's insulation product inventory; all ofMundet Cork's insulation contracts; all ofMundet Cork's insulation raw materials; Mundet Cork's accounts receivables relating to its insulation business, including receivables from both product manufacturing and product installation; Mundet Cork's insulation manufacturing machinery, tools, and equipment; the insulation division's branch offices; Mundet Code's rights, titles, and interest in all insulation contracts; the right to Mundet Code's trade names and trademarks for use in the manufacture ofinsulation products; and a negative covenant from Mundet Cork not to compete with B-E-H in the production ofmagnesia or calcium silicate products. B-E-H also expressly assumed all liabilities and obligations ofMundet Code arising from and after February 8, 1964, under the relevant Mundet Cork leases, contracts, and performance bonds. A copy ofthe Bill of Sale and Assignment, dated February 8,1964, is attached as Exhibit 3. 11. No former employees ofMundet Code's insulation division came to work for Crown, and Crown retained no former officers ofMundet Cork. All documents and records related to the transferred assets were acquired by B-E-H. See id. 12. During 1964, Mundet Cork's crown manufacturing equipment was replaced with more modem and updated equipment. Aluminum can manufacturing equipment was also added to the North Bergen plant. 13. It was Crown's intention and understanding that in entering into the Bill of Sale and Assignment with B-E-H on February 8,1964, Mundet Cork had sold the entire business and product line ofthe Insulation Division to B-E-H. See id. * 14. Although referred to as a division ofCrown for accounting purposes, Mundet Cork remained a separate corporation until February 10,1966 when merged with Crown. 15. Crown's intention in "merging" the remaining Mundet Cork assets into Crown in 1966 was to transfer and consolidate Mundet Cork's residual bottle cap operation assets into Crown. By the time ofthat "merger", Mundet Cork had long since divested itself ofany vestiges of its previous insulation operations. 16. Notwithstanding Crown's complete tack ofinvolvement in the asbestos insulation business, by the late 1970's, Crown found itself embroiled in asbestos litigation. By December 31,2001, Crown had paid or committed to be paid over $336,000,000. for asbestos claims as more folly described in the Affidavit ofAlfred J. Dermody, Manager of Budget and Finance and Planning ofCrown, also attached to this > Motion for Summary Judgment. Sworn to before me this 2-6^ dayof3ttA I ,2002. L<juuJ> J- * RICHARD L. KRZYrZZAANNCOWSHI ' > Notary Public^ NOTARIAL SEAL MICHELLE J ROMANELLI, Notary Public C*y of Philadelphia. Phila County My Commission Expires August 27.2005 4 I EXHIBITS TO AFFIDAVIT OF RICHARD L. KRZYZANOWSKI 1. Merger Documents 2. PA Incorporation Documents 3. Copy ofBill of Sale 1 CEKTI?ICATE OF HSHOER - ' " . . or ` ' ' 4 \' - .--mu:n--d--et:--co-h1jc* corporation " ~`v - INTO"- ' *. ' CROVN CORK 4 SEAT,"COHPAHY, IHC.' * " .* ** * * .. _ UNDER 'SECTION *905 OR THE BUSINESS CORPORATION.LAW ' 'CROWN CORK 4 S.EAL'COKFAHI, IRC., a ..domes tic car- 4 * ^ ` ^ * * *- , * porttion duly organised and existing under arid by virtue or. _%hc law* of the State of Hew. York:, itld CROWN. CORK t SEAL, - i **: * . * COKPANY, -INC. owning at least ninety-five par cant' of 'the '. - -- '* outstanding shares mt each class of. KUKOET CQRKT CORTQHATIOH,, - ,* ... * another domestic corporation duly organised and existing . * _* . , . ' . -under and by virtue of the" laws of the State of Hew Tork() does hereby Certify and oefc `forth: . ` 4' - .. . * * ,, l-v The-name' cf the subsidiary corporation-to be merged * la MU,KDET* CORK * CORPORATION. **, * - \-- . " <.* * * 2. The name of the surviving corporation is ; " ' CROW CORK 4 SEAL CO^PANT, INC- . .* ' 3. 'The designation and number, or outstanding. ' - * ', ^ ^^ aharea of each class of KOHDET CORK CORPORATION and the * .' ' '. ' *` * number of -such .shares of each -claag. owned by CROWN CORK 4 .* ' * --- SEAL CpKPAXT,. INC.. Is a*/ follows: . Dealgnatloh^of , Outstanding " ' s. : -Single-elate--ofCapltal Stock *w ` * -.-Nilmbor of Outbtending Charon Nuttber. of Outstanding Shanss*. Owned by 'Sur-'. wiring Corporation' Par Value UO<J *. ' per' abar^e . *23,7*0.. 23,*5 ' * ' '-j(a)7 The '.board* Directors Of CROVH CORK 4 SEAL ; COKPAHV.,'IHCj..-has Adopted a pign of--merger or KUr8eT CORK* ` CORPORATIOH Into CROVlf C0RK4 gksX COKP/HtT TKC -/ - * \ WHDEt COHX CORPORATION sur>ie<1 *3 3 reault of a consolidation under Section 86 of .thc-.liew York Sto^ Corporation L*v between L.-Hundet t Son and tyindet Cork Corpl . . *. . . * '**. ' ' . ' '"'***'" The certificate of .incorporation of L. Hundet. .* . I- - *. i Son-was filed in the>office of the Secretary of State of. *- -A . . New fork: on .January T; l'JOG. ' The certificate o'f ificarpora- _ * * tion'uf Hundet-Cork Corp. was,/lied .in thg^orficc .of-.the- Secretary of State of New.Tork on October 2, 1930. - The - - ' ' . . N -* '- * - -** - ,certifi*cate' of* co*.ns olidati`o` n of.L. H unde, t * Son ar\id. Hundet *. .Cork Corp. Into KONDET.' COlUC CORPORATION was filed in the - . . .. *. . . - ^ .- ^fflee of the Secretary of State of Hew Tork*on Novembe.r'1- ' `1937.. -' - -I'- '*; . -- 7 ; . ,.* ** #i *. * ^ 5* The date when* the certificate of incorporation of CROWN CORK * SEAL COMPANY' INC. was Tiled by the Department ;* " V' ' .^ of State 13 'the: 19th day of .December, 1927r- '* - 4 -6. A. copy of-the.plan . of. merg e_r of . .WUNDCT. CORK . " ~corp^SaYi6S`into 'Crown cork, a szks?company, ihc. was siren . .. . to all the.-holders' of shares or HUNDET CORK CORPORATION not* ; owned-by the surriring corporation, CROWN CORJC t' SEAL -COMPANY--*IHC-rr-onrthjrtTth'"day-oit December-,--1965. *' . . '* IN -WXTNESi WHEREOFthe undersigned hare executed' . --- N and' aisned tfcla~ certificate this *th day of . January , 196* MW */V^ WITNESS: . '~y~%. - \ - `'A Q`r ..-w - 1 }/)^CyfcU'x^:. Gordon .W. Blair, Vice president' and'-. .t By .-2- ;/ju:V--r>s nenry p.. taua Jw&ccrautiy .. . ' < - ' V E. R' I F I Cv.A T I.O.K . . 'CO&MOHWEALTH OJE<.EHNSTLVANlA": . - ' '-- : - * -. ' ..' cocftrrr or Philadelphia. SS\ : John-F.' Connelly--. Gordon W. Blair 1. 2*n<?- Hen^ys`.r&us - r being fif3t_-al7 avorn, 'depose - `" ' ` .* . and a ay* that "they are * Ch. of tne Board 'S ' - 'Vice Present* ' ~ " r~. . .'and-* Secretary ;reapcetlvelr of.Crov'a-Coflc t Seal-rV . *' ' .* ' CoKflany.IneVj- that,they hive'read the foregoing eeK'ificatV- ; '** * A.-rli_____"-r____" -^-**;* tL... : < *_____-m --_______.> v.-V..' "* ' *' * ."*`^'r_^and 'Vnov^the'content's'' tKereoi^SlKH-:at H;Ti'c^'at*.t'ep!e'nt'aT'fi'ereln;"" * > -' contained are true.' * v. * *.* ' -I " ' ",SWORK-TO" AMD'"SUBSCRIBED - -* before ; ke_ thla dajr * V* of Jwnr l*f 1<?(S6-------1 ` Ax - 7m38| -'Notary Public; oLthe Board ' I <joroon w. cuair, vice ftealdent _____J * -V, --HenryrsV.r<A^;-Seueuuy~:~^-' ------T /V"^ ^ * ^ -V '* * . * - \. . .. /. 'V-'- --. . "..- j r*-` .'C*:c:\y&^ ^ -- * .***:.. . - ' -I--fv'->TS-* T- -S------- %.*'v Srvalj-- ^--LoL_--- -------- -------- =-r--^  :* * COMMONWEALTH OP PENNSYLVANIA :. ~ -Jb. . - * * -* * . .. --SS. COOHTI OP PHILADELPHIA ' . *:.*'. '* . * . ' * ..1 , s'*. " *, . ~ . * * ,,',On the <hfi7lay .of'* January ' -*,, , 'before-- *. *' <?-**. v_ ..-* _ . -- . j .* T ' ` me' personally'easie' 'Henry S. Faus _* --- .r ! ^ ~ to"e -Janowh, . * - * ^ *_ * - ___ . * vh'o -being by" e -duly'avorp, did depose'and may that*he* " *| * ' reside? WOO VGllbart"Road}-Meadirwbrook; Pa.y. ,'. * " *. * _. .- m --w th*tL*he lm~the SecrilaiyAv-L * of'Crovn Corkr-1- *---*- >" .t**';.*..1 " * * >. .**-** . "r '. { ,Ser Tomp*any.Vl.Tnc'. 7 the' corporation-described :ir> anil'which * * O * . i" ' - ___ * , ** , .- ---~--* ea-xecuted the* *'aa*ft*ftaacitUheAdf<*4-^fVpsftMrukaaeMn^ t;iV-tkhaaft"*hhae JVcaaiaoirye~=thV a ea ti"l! ~ T *' --'.-,!~ .. t,Tv_ /=*. -_____ . . . -* .* , of said corporation;. that* the seal affiled to.-aald .inetjfu- . . -4 <' > * . ^ .. * *,#4 m m # * --_ - - ^ aient la such corporate aetlj*that It yas-so.affixed by.* oilier of. the .board of cirect'ors 'of aald:corporation j.'aAf,- . -- - that*he' *blEne<l-his-name thereto* by .iMce^rder-T" [ . v -- 1 pRo^arj--fubllc it. r _____--- * My-comnlBaioa* expirer: 2-13-67 .*.* .* ^ - ~ ***~*~ --L- _*'* - . ~ ** * _* - 1 ** * * - ir. . ,- . . ...i L -. -- " . -. -- **--. . *. ----1 ,,.l<--;* _** ;----:--* * ~ .-' * >"*.' %. ^ *7 Q! . ' *, . - ^V-- - --------- ,v _ 7- -.-t < ' . ,- -. . a V . . iT.'V ;---------'-----------------------Z^l*L=ZJm--1--LZ-->--S-- *. . - - ------- * ; -* ---------r . ' ~* - -a, -...x..-- .. . * -;l`__'.:.*'y.' * '-*/ . 7*7 r' * -* '* * -r. --.'tmur-J-t I f . r*--yrry.*. /*f -f -. ''il-t -v-.:'. .'--s.-. .--r:-*.*:r *- . _*> . :--*;-- --.-j * .-*-.-_* v ~ 3-Z- J 2 i s Exhibit 3.1 The Arc i dec of incorporation of the Corporation are amended and restated in their entirety so as to read as follows: AMENDED AND RESTATED ARTICLES OF INCORPORATION of CROHN CORK 6 SEAL COMPANY, INC., A PENNSYLVANIA CORPORATION first: The name of the corporation is Crown Cork a Seal Company, Inc. The corporation is incorporated under the Pennsylvania Business Corporation Law. SECOND: The purposes of the corporation (hereinafter sometimes called Che Corporation) are to do any and all of the things hereinafter act forth to the same extent as natural persons might or could do in any part of the world, namely; 1. To manufacture, produce, purchase or otherwise acquire, sell or otherwise dispose of (i) containers made from metal, glass, paper, rubber, wood, plastics or ocher material, for liquids, solids, powder, cream, loose pourables and other substances; (ii) creams, caps, corks, seals and closures of all kinds for containers; and (ill) machinery, equipment and component parts for bottling, filling, closing, sealing and packaging bottles and ocher containers of all kinds. 2. To carry on a general mercantile, manufacturing, fabricating, metalworking, machinery, lithographing, printing and packaging business. 3. To carry on the business of general merchants, brokers, agents, dealers in, importers and exporters of, searchers for, workers in and manufacturers of natural products, raw materials, manufactured products and marketable goods, wares and merchandise of every kind, nature and description. 4. To apply for, purchase or in any manner to acquire; to hold, own, use-and operate; to sell or in any manner dispose of; to grant or license other rights in respect of; and in any manner deal with any and all rights, interests, inventions, improvements and processes used in connection with or secured under letters patent or copyrights of the United States or other countries or otherwise; and to work, operate or develop the same. c/PAGE? 5. To purchase, lease or otherwise acquire, and to hold, own, sell or dispose of real and personal property of all kinds and in particular lands, buildings, business concerns and undertakings, shares of stock, mortgages, bonds, debentures, and other securities, merchandise, book debts and claims, trademarks, trade names, and any interest in real or personal property. 6. To guarantee the payment of dividends on any shares of the capital stock of any corporation, joint stock company or association in which the Corporation has or may at any time have an interest; to endorse or otherwise guarantee the payment of the principal of, or interest on, any scrip, bonds, coupons, mortgages, debentures, or other securities issued or created by any corporation, joint stock company or associations in which the Corporation have an interest, or whoso shares or securities it owns; to become surety for ami to guarantee the carrying out or the performance of any and all contracts of every kind or character of any corporation, joint stock company or corporation in which the Corporation has an. interest, or whose shares or securities it owns; and to do any and all lavful thing# designed to protect, preserve, iuprove or enhance the value of any such share", scrip, voting trust certificates, bands, coupons, mortgages, debentures, securities or other evidences of indebtedness of any corporation, joint stock company or association in which the Corporation has an interest or whose shares or securities it may own, and to make any guarantee which may be lawful for a corporation organized under the Business Corporation haw. 7. to lend and borrow money; to draw, make, accept, endorse, transfer, assign, execute and issue bands, debentures, promissory notes, and other evidences of indebtedness, and for the purpose of securing any of its obligations or contracts to convey, transfer, assign, deliver, mortgage and pledge all or any part of the property or assets at any tine owned or held by tbs Corporation, upon such terms and conditions as the Board of Directors hall authorize and as may be permitted by law. S. To acquire, hold, sell, reissue, or cancel any shares of its own capital stock, provided, however, that the Corporation may not use any of its funds or property for the purchase of its own shares of capital stock when such use would cause any impairment of the capital of the Corporation, and provided further, that the shares of its own capital stock belonging to the Corporation shall not be voted directly or indirectly. 9. To undertake or assume the whole or any part of the bonds, mortgages, franchises, leases, contracts, indebtedness, guaranties, liabilities and obligations of any person, firm, association, corporation or organization, and to purchase or otherwise acquire the whole or any part of the property, assets, business, good-will and rights of any person, firm, association, corporation or organization and to pay for the same ox any part or combination thereof in cash, shares of the capital stock, bends, debentures, debenture stock, notes and other obligations of the Corporation or otherwise, or by undertaking and assuming the whole or any part of the liabilities or obligations of the transferor; and to hold or in any manner dispose of the whole or any part of the property and assets so acquired or purchased, and to conduce in any lawful manner the whole or any part of the business so acquired and to exercise all the powers necessary or convenient in and about Che conduct, management and carrying cm of such business. </PAGE> 10. To organize, incorporate and reorganize subsidiary corporations and joint stock companies and associations for any purpose permitted by lav. 11. To sell, improve, manage, develop, lease, mortgage, dispose of, or otherwise turn to account, or deal with all or any part of the property of the Corporation. 12. To carry on business at any place or places within the jurisdiction of the United States, and in any and all foreign countries, and to purchase, hold, mortgage, convey, lease or otherwise dispose of and deal with real and personal property at any such place or places. 13. To enter into, make, perform and carry out contracts of every sort and kind which may be necessary or convenient for the business of the Corporation or business of a similar nature, with any person, firm, corporation {private, public or municipal), or body politic under the government, or agency thereof, of the United States or any state, territory or colony thereof or any foreign government, so far as, and to the extent that rim same may be done and performed by corporations organized under the Business Corporation haw. 14. To do all and everything necessary, suitable or proper for the accomplishment of any of the purposes, the attainment of any of the objects or the furtherance of any of che power* hereinbefore set forth, cither alone or in connection with other corporations, firms or individuals, and cither a* principals or as sgenes, and to do every other act or acta, thing or things, incidental or appurtenant to or growing out of or connected with the aforesaid objects, purposes or powers, or any of them. 15. The foregoing enumeration of specific powers shall not be deemed to limit or restrict in any maimer the general powers of the Corporation, and the enjoyment and exercise thereof, as may now or hereafter be conferred by the laws of the Commonwealth of Pennsylvania upon corporations organised under Che provisions of the Business Corporation Law. THIRD: The' total number of shares which may be issued by the Corporation is 500,000,000 shares of Common Stock, at a par value per share of SS.00 {the 'Common Stock*), and 50.000,000 shares of Preferred Stock to be used in the acquisition of CamaudMetalbox (the 'Acquisition Preferred Stock") and 30,000,000 shares Of Preferred Stock (the "Additional Preferred Stock"), without par value. A. Common Stock. The designations, voting powers, restrictions and rights of the common Stock are as follows: 1. Dividends. Holders of Common Stock will he entitled to receive such dividends as may be declared by the Board of Directors. 2. Liquidation. In any liquidation, dissolution or winding up of the Corporation, whether voluntary or involuntary, after the debts of the Corporation and obligations with respect to any issued and outstanding shares of preferred stock shall have been paid or </PACE> provided for, all of the remaining assets of the Corporation shall belong to and shall be distributed ratably among the holders of the Common Stock- 3. Reacquired Shares. The Board of Directors shall have the power to eliminate reacquired shares of Common Stock from the authorized number of shares of the Corporation or to restore such shares to the status of authorized but unissued shares. 4. Voting Rights. Except as may otherwise be required by law in any case and as provided in a resolution of the Board of Directors fixing voting rights pursuant to section c below, the holders of shares of Common Stock possess the exclusive voting powers of the Corporation. AC every meeting of stockholders of the Corporation, the holders of record of shares of Common Stock entitled to vote thereat shall be entitled to one vote for each share held. The holders of Common Stock shall not be entitled to cumulative voting in the election of directors of the Corporation. B. Capital Stock Generally. The following provisions shall apply to all classes of the Corporation's capital stock: 1. Additional or Increased Stock. Ho holder of stock of the Corporation of any class shall be entitled as of right to subscribe for any additional or increased stock of any class or any obligations convertible into any class or classes of stock, and the Corporation may, without offering any such increased or additional stock or obligations to stockholders of any class, sell or dispute of the same to such persons and for such consideration permitted by law as the Board of Directors from time to time in its absolute discretion determines. 2. Authorized Shares. The Corporation may issue and sell its authorized shares, if any, without par value from time to time in Che absence of fraud in the transaction, for such consideration as may from time to time be fixed by the Board of Directors, and sell and dispose of any stock having a par value, for such consideration permitted by law, ae the Board of Directors nay from tine to time determine, without other authority, copsent or vote of the stockholders of the Corporation of any class or classes, except as otherwise provided herein or under applicable law. C. Preferred Stock. 1. Acquisition Preferred Stock. The following provisions shall apply to Acquisition Preferred Stock: (a) Designation. The unissued shares of Acquisition Preferred Stock nay be divided and issued at any time, as set forth in C-1(b) below, in one or more classes or series of a class as may be designated by the hoard of Directors of the Corporation. The Board of Directors shall have the full authority permitted by law to fix by resolution the designations, number and the voting rights, preferences, privileges, limitations, restrictions, conversion rights and other special or relative rights, if any, of any class or any series of any'dess of the Acquisition Preferred Stock that may be desired. </PAGE> 9 (b) issuance. Shares of Acquisition Preferred Stock shall be issued solely to effect the acquisition by the Corporation of the capital stock (and securities convertible into or exchangeable for such capital stock} of CamaudMetalbox, a societe anonyme organized under the laws of the Republic of France. Following the initial issuance of Acquisition Preferred Stock to effect Che acquisition of CamaudMetalbox, no further shares of Acquisition Preferred Stock shall be issued and, in the event that any shares of Acquisition Preferred Stock are authorized hut unissued, the number of authorized shares of Acquisition preferred stock shall be reduced accordingly. 2. Additional Preferred Stock. The unissued shares of Additional Preferred Stock nay be divided and issued at any time and from time to time in one or more classes or series of a class as nay be designated by the Board of pireccors of the Corporation. The Board of Directors shall have the full authority permitted by law to fix by resolution the designations, number and the voting rights, preferences, privileges, limitations, restrictions, conversion righto and other special or relative rights, if any, of any class or any series of any class of the Additional Preferred Stock Chat may be desired; provided, however, cbee such shares will rank on a parity with or junior to Acquisition Preferred Stock and provided further that the shares of any such class or series of a class shall not be entitled to more than one vote per share when voting as a class with holders of the Corporation's Common Stock. FOURTH: The capital of the Corporation shall be at least equal to the amount of the aggregate par value of all issued ohareo having par value. FIFTH; The registered office of the Corporation within the Commonwealth is to be located in the City of Philadelphia, at 9300 Ashton Road, Philadelphia, Pennsylvania 19136. SIXTH: The duration of the Corporation is to be perpetual. SEVENTH: Following the merger of Crown Cork & Seal Company, Inc., a New York corporation into the Corporation, the number of the directors of the Corporation is to be not less than ten (10} nor mare than eighteen (18), as may be provided in the by-laws from time to time. The directors need not be stockholders of the Corporation. EIGHTH: The following provisions are inserted for the regulation of the business and for the conduct of the affairs of the corporation and its directors and stockholders: 1. The Board of Director* from time to time shall determine whether and to what extent and at whet times and places and under what condition* end regulations the accounts and book* of the Corporation or any of them, except the stock book, shall be open to the inspection of the stockholders, and no stockholder shall have the right to inspect any books or documents of the Corporation except as conferred by statute or authorized by the Board of Directors. </PAGE> 10 2. A director of the Corporation shall not, in the absence o fraud, be disqualified by his office from dealing or contracting vitb the Corporation, either as a vendor, purchaser or otherwise, nor in cbe absence of fraud shall, insofar ae permitted bp statute, any transaction or contract of the Corporation be void or voidable or affected by reason of the fact that any director, or any firm of which any director id a member, or any corporation of which any director re an officer, director or stockholder, is in any way interested in such transaction or contract, provided that at the meecing of the Board of Directors or Of a committee thereof having authority in the premises to authorize or confirm said contract or transaction, the interest of such director, firm or corporation is disclosed or made known, amd there shall . be present a quorum of the Board of Directors or of the directors constituting ' such committee, and such contract or transaction shall be approved by a ~ majority of such quorum, which majority shall consist of directors not so interested or connected. Nor shall any direccor be liable to account to the Corporation for any profit realised by him from or through any cuch transaction or contract of the Corporation, ratified or approved aa aforesaid, by reason of the fact that he or any firm of which he is a member, or any corporation of which he is a stockholder. director or officer, was interested in such transaction or contract. Directors so interested may be counted when I present at meetings of the Board of Director* or of such committee for the ' purpose of determining the existence of a quorum. Each and every person who is or may become a director of the Corporation is hereby relieved from any liability that might otherwise exist from those contracting with the Corporation for the benefit of himself or any firm, association or corporation in which be may be in any vise interested. Any contract, transaction or act of the corporation or the Board of Director# or of any committee which shall be ratified by a majority in interest of a quorum of the stockholders having voting power. Shall, insofar as permitted by statute, be as valid and as | binding as though ratified by every stockholder of the corporation; but this shall not he construed *s requiring the submission of any contract to ths stockholders far approval. ' 1. The Board of Directors shall have power from time to time to fix and determine and vary the amount to be set aside from tbs earning* of the corporation as working capital before making payment of any dividends on any class of stock or any distribution of profits; and before making payment of any dividends on any stock or say distribution of profits, the Board of ) Directors msy set aside oat of the profits of the Corporation such sum or sums as it may from time to time in its absolute discretion think proper, whether as additional working capital, as a fund for the payment and retiramsnt of the indebtedness of the corporation, whether funded or otherwise, or as a surplus fund for such corporate purposes as the Board shall chink conducive to the beat interests at che Corporation. 4. The Board of Directors shall have power to hold their meetings in or outside che Commonwealth of Pennsylvania, in such places aa | from time to time may bo designated by the By-Lave or by resolution of the Board of Directors. . ~ warm- The corporation reserves Che right to amend, alter, change or repeal say provision herein contained in cbe wanner named, or hereafter prescribed by lav, and all rights conferred upon stockholders hmrsunder ate granted subject to this praviaioo. TENTH: Subcbapter E, Control Transactions, of chapter 25 of P ths Pennsylvania Business Corporation law, ms amended, shall not be applicable to ths Corporation. I I ** TOTAL PAGE. 07 ** 3 I BILL Of-SAIE AND ASSIGNMENT For value received and intending to be legally bound, MUNOET CORK CORPORATION, 4 New York corporation, located at 7101 Tonnelie Avenue, North lergen, Kra Jersey (hereinafter referred to a *SEUSR). a Division of Crown Cork & Seal Company, Inc., a New York corporation, * located at $300 Aahton Road. Philadelphia 3C, Pennsylvania, horaby aalla, | asilgn*, grants. convey*, transfers and aau over to lALDWIN-ENRET-HHZ, INC. , a Pennsylvania corporation, located at 500 Rrsunig Avamra, Trenton, j Haw Jarcay (hereinafter referred to as 'WM'J, tto following asset*. goods, chateal* and rights of Seller'a Thermal Insulation Contract Division: 1) Seller's inventory of finished goods and work In process at Sailer's manufacturing coat or contract coat, lesa IS*. whichever Is lower, 1 all in the quantities and at the locations specified in Schedule 1, attached l Sr hereto and made a part hereof by reference; 31 Seller's contract* in progress, based upon costs from I February 1, 1M4 to February t. 17(4. as specified in Schedule 3. attached hereto and mad* a part hereof by reference; 4 3) Sellera contracts in progress upon which no progress billings . have been made, based oo coats from Inception to January 31. tl, aa apeI dfled in Schedule 3. attached hereto and made a part hereof by reference; 4| Sellers inventory of raw materials and uaeable purchased tt Sellers purchsse price, all in the quantities and at the locations s specified in Schedule 4, attached hereto and made a part hereof by reference; \ 9) All *ccountl rciv*bl In Sch*dul 9. tt*ehd Th tlm* n<l plica of physical daltvary of iid contracts hall bo agrtad to by tha partial. _ 11) All of Salter's right. titla and Intarsst In tha Branch Olllcms and Warahousa* luitd by Balter and uttsatf to Buyer under itptnt* and Individual Ai*ignm*nu, Identified and specified In Schedule 11, attached hsrato and mad* a part hereof by r*iar*nc; 12) All of Salter's right, title and lntrot la three (3) Vahida laat, Identified and spaclflad In Schedule 12. attached fiatato and mada a part bar*of by reference, To haw and to bold tha assets and right! hereby transfected and assigned or intandad to be naibmd and assigned unto tha Buyar, foravar. Upon zacalpt of wrtttan notlca from Buyar, within ona yaar from February 2t. Iff4, Sallar will execute and dallvar to Buyar such documents as ahall ba nacaatary to grant to Buyar a parpatual. royalty-free, exclusive world-wide licaoaa for tha usa. In coonactloo with tha sanufactura, dlsotbutlon and Installation of thermal Insulation, of such of Sailer's prasant trad* aasiaa and trademarks as sra spaetfiad In that notiee. Ballar appoints Buyar Its tru* and lawful attorney, wtth full powr of suhstltutloq. to daaand, racatva and collect all awoeys, claims or rights dua or to become dua fro* tha assats and rights hereby sold, asslgaad and transferred, and to glva racolpts and ralaasas with taspact tharato, and to .InsOtuta any nacassary procaadlngs to collaet or anfarca any such moneys, / claim or rights. . $U*r *gr*4 to txocuts nd rfU*r to Soyor tU sufcfc fucthor to* r itrumant* d aarlgamsnt or othar documsntj, and to taka all luch othar actio aa nay ba nacaatary or, to tuymfi opinion, dasirabla to fully convoy and *#alO to Suyar tltlo to all tha at tats and rights haraby sold, aastonad and tranafartod or intandad so to ba. Sailor raprasonts and warrants that Sallar has and baraby csnvtyi to Suyar good and marfcattbla tltlo to tho aatots and rlghu recltad hareIn and on tha schaduiaa atuchad hareto. rea and claar of all liana, chargas. claims and ancumbrattcaa of any nature whattoarer. Sailor represants and warrants to luyar that tha amounts littad on Schadula $ harato ara dua and owing In lull to tha Sailor on tha data harad, and an not tub!act to any daductloo, dafaasa, tat-off. or eountarcUlm d any nature wbatsoarer. Pursuant to far*graph S, paga 2 haraln and Schadula S, sums d monay collactad through fahruary 24, 11(4 ara haraby daductad from tha total recatreblaa refarred to in Paragraph S. paga 2 and Schadula S. CoUacuons appllcabla to thasa ncatvahtas and othar nonlaa collactad, owing to Suyar altar rofareaiy 24. 11(4. will ba realttod dally by Sailor to luyar. In tha avont ot any talas, traaslar or similar tanas incurred with ratpact to this Kill d Sola or any Assignments thanundar, or any future Asstgn- mants naeassary -- .c mada to Suyar by Sallar, such tanas shall ba dlvidad equally batwaaa Suyar and Sailor. . Sallar corenaou that (or (Ire (5) yaare altar February 2i. 11(4, It will tre/engaga la tha production d calcium slllcato or magnasia at its North Sargan, Kaw Janay plant, or sail such plant to anochar company lor tha pro duction of such products, and Sallar will not angago In tha Tharmal Insulation Contract business (or such parted of time. - I7iU Bill of Sala. caavtyvict and Aifionatat and tha covaomu 5 haraln conutfttd shall fours to tha bmnmtit of. and shall bind, tha raspactlva | partial harato and thaIf raspactlva lagal rapracantatlvaa, succassors and assigns. * IN WITNESS WHEKEOf, tha Sallar baa cauaad thla fostrumant to ba sxaeutad by 1U daily authorlxad axaeutlva offlcara and lta corporats aaal afflxad by tu Assistant Sacrstaiy as of tha Ith day of Fabruaty, 19C4. MUNDET GOIQC COHfOAAUON, a Division of Crown Code 4 Saal Company, Inc. --HI -- SIAl* Or PENNSYLVANIA 3 S3. COUNTY or PHHADEIFKXA ; aatborlxad to do so, snacutad t>.a foragolag BOX Of 1U AND ASSIGNMENT to tha pnrpoaas tharala contains d by signing tha naaa of tha corporation by ** himself as i . Wltnass my hand and notarial saal, i n-- . 1*1 jsv*itnQt*. For value received ud Intending to b l*ttUy bound, Buyer lor Itself, Its successors end artlgn*. hereby assumes all liabilities and obli gations at the Sellar anting fro* end after February C( lt(4, under the Uuci Contracts and Performance bond*, identified and ^pacified on Schedule* 9, 10, 11 and 12, attached to the foregoing till of Sale and Assignment. STATE Or a*. GOUNTt Qr <m*- i. the^df. On tht*, ttaW" day of rabwjr, 19(4. before , the under* algned, a Kotaty Public, personally appeared who acknowledged hltaaelf to be of Baldwin-Duet-Hill, Inc. a Pennsylvania corporation; and that he at aueh , being authorized to do *o, executed the foregoing Assumption for tho purposes therein contained by elgalng the name of the corporaeioa by himself as Wltnea* <*Y hand and notarial seal. NotaryNubile "ay net eeaw <