Document Rj2ZJnEaorXZN4Z18D2YozDba

IN THE UNITED STATES DISTRI FOR THE EASTERN DISTRICT OF Newport News and Norfolk Divisions ESTHER BAILEY, Executrix of the Estate of Samuel Bailey, Jr., Deceased, et al.. ' Plaintiffs v. CA No. 77-155-N JOHNS-MANVILLS CORP., et al.." Defendants. II) JOHN WHITE.et al,, | Plaintiffs ! v. CA NO. 76-173-NN i i JOHNS-MANVILLS CORP.. et al., I 'I Defendants. .' I ! JOHNS-MANVILLE CORP.. et al.. I Plaintiffs CA No. 77-3C-N UNITED STATES OF AMERICA, Defendants. JOHN E. FLETCHER, JR., Plaintiff v. CA NO. 77-43-N JOHNS-MANVILLE CORP. and JOIINS-MANVILLE SALES CORP.. Defendants. DAVID C. DURHAM, et al.. Plaintiffs v. CA NO. 77-135-N JOHNS-MANVILLE CORP.. at al.. Defendants JOYCE J. BARLOW, Executrix of the Estate of Robert James Barlow, Deceased, Plaintiff v. JOHNS-MANVILLE CORP., et al., Defendants. ALL CASES - CA No. 77-001L-N . CP No. 77-1 SECOND SUPPLEMENTAL ANSWER TO INITIAL INTERROGATORIES PROPOUNDED BY PLAINTIFFS TO DEFENDANTS SOUTHERN ASBESTOS COMPANY AND H. X. PORTER COMPANY. INC. TO: ALL ATTORNEYS OF RECORD. The defendants Southern Asbestos Company and H. K. Porte Company, Inc., hereby amend and supplement their initial Answers to Interrogatories which they have previously given herein, in accordance with their stated intent to do the same in the event additional information became available and in an attempt to assure full compliance with the applicable Rule3 of Civil Procedure. Those questions and answers being amended and supplemented are restated herein fully and are as follows: QUESTION 1. Please state the name, address and job title of each person who has supplied information used in answering these interrogatories. ANSWER 1. Ernest C. Bratt 100 Seaboard Street Charlotte, North Carolina Telephone (704) 372-2R80 28206 -2- Mr. Bratt i.3 the President of Southern Asbestos Company. R. w. DAVISON Executive Vice President H. K. Porter Company, Inc. Porter Building Pittsburgh, Pennsylvania J. R. Kountz Secretary and General Counsel H. K. Porter Company, Inc. Porter Building ' Pittsburgh, Pennsylvania QUESTION 4. State whether you have controlled, purchased, or in any way acquired any interest in any corporation or business entity which has mined, manufactured, produced, processed, compounded, converted, sold, merchandised, supplied, distributed, and/or otherwise placed in the stream of commerce asbestos, material containing asbestos, asbestos products and compounds. If so, 3tate: a. The name and address of said corporation or business entity; b. The date you controlled, purchased or acquired any interest; c. The manner of acquisition, including percentage of ownership. , ANSWER 4. Southern Asbestos company is a wholly owned subsidiary of H. K. Porter Company, Inc. At the time of its formation the asbestos cloth plants of H. K. Porter company, Inc., in Charlotte. North Carolina, and Bennettsville, South Carolina, were transferred to Southern Asbestos Company. -3- H. K. Porter Company, Inc. purchased the majority of the stock of Pacific Asbestos Corporation, a Nevada corporation, with its headquarters and mine in Copperopolis, California, on December 31, 1963, and mined and sold asbestos fibers from that location until April 4, 1974, at which time operations ceased. H. K. Porter Company, Inc., a Delaware corporatia: effective May 1, 1974, formed a wholly owned subsidiary, Southern Asbestos Company, a Delaware corporation; as of May 1, 1974, H. K. Porter Company, Inc. transferred the Charlotte, North Carolina, and the Bennettsvilie, South Carolina works to Southern Asbestos Company. A copy of the "General Conveyance and Assumption of liabilities" by and between H. K. Porter Company, Inc. and Southern Asbestos Company, bearing effective date May 1, 1974, is attached as Exhibit 4-A. Southern Asbestos Company, as a Delaware corpor ation, was originally incorporated December 3, 1927. See Exhibit 4-8 attached. Under the provisions of Article Third A of the "Certificate of Incorporation" (.Exhibit 4-B) , one of the purposes was to purcr.ase or otherwise acquire the assets and business of Southern Asbestos Manufacturing Company, a North Carolina corpora tion. Southern Asbestos Company, as a Delaware corpora tion, accomplished the above purpose and did acqu.re Soutr.ern Asbestos Manufacturing Company, tr.e Nor on Carolina corporation. The origins of Souther Asoestos Manufacturing Company, t.ne Norm Carolina corporation, are unxncwn at this time. -4- At some unknown date between 1927 and 1941 Thermoid Company, a Delaware corporation, apparently purchased most of the stock of Southern Asbestos Company the Delaware corporation. In 1941 Southern Asbestos transferred the Charlotte, North Carolina property to Thermoid Company. In 1958 H. X. Porter Company, Inc., a Pennsyl vania corporation, and Thermoid Company, a Delaware corporation, merged into H. K. Porter Company, Inc., a Delaware corporation. By this merger H. K. Porter Company acquired Thermoid Company. A copy of the "Agreement and Joint Plan of Merger* is attached as Exhibit 4-C. As a resul-t of this transaction H. K. Porter Company acquired the stock of Southern Asbestos Company, the Delaware corporation. In 1959 H. X. Porter Company, Inc. liquidated Southern Asbestos Company in accordance with a "Plan of Liquidation", a copy of which is attached as Exhibit 4-D, and accomplished the same by a "General Conveyance and Assumption of Liabilities" dated December 1, 1959, a copy of which is attached as Exhibit 4-E. H. K. PORTER COMPANY, INC. R. w. Davison Executive Vice President STATE OF PENNSYLVANIA COUNTY OF ALLEGHENY Sworn and subscribed to before me this 16ch day of January, 1978, in my jurisdiction aforesaid. . My commission expires: My seal is hereby affixed: ^----- - Notary Public H. K. PORTER COMPANY, INC. SOUTHERN ASBESTOS COMPANY .'By counsel Archibald Wallace, III Sands, Anderson, Marks & Miller Post Office Box 1998 Richmond, Virginia 23216 CERTIFICATE I certify that on this the day of January, 1573 , I mailed a copy of the foregoing to all counsel of record.  >|/ GENERAL CONVEYANCE AND ASSUMPTION OF LIABILITIES KNOW ALL MEN BY THESE PRESENTS: 't? 1. THAT H. K. PORTER COMPANY, INC., a Oalawara corporation with Its Exccutiva Offlcaa locatad at 1S00 Portar 8uilding 601 Grant Straat, Pittsburgh, Pannsylvania 15219 (harainaftar cal lad "Transferor"). in considaration of the issua and dallvary to Transfaror by SOUTHERN ASBESTOS COMPANY, a Oalawara corpora tion with its Exacutiva Officas locatad at 1000 Saaboard Straat, Charlotta, North Carolina 28206 (harainaftar called "Transferee"), of 1,000 shares of Common Stock, with no par value, of Transferee, and in further consideration of the assumption by Transfarea of certain of the debts, liabilities and obligations of Transfaror as here- inbalow provided, has granted, bargained, sold, assigned, conveyed, transferred .1 and sat over and does hereby grant, bargain, sail, assign, convey, transfer and set over to Transferee, its successors and assigns, forever, all oftha right, title and interest of Transfaror in and to the following assets and properties of Transferor as the same exist on the data hereof: A. All tangible real and personal property, goods and chattels of every kind and description of Transferor's Charlotte Works lo catad at 1000 Saaboard Street, Charlotte, North Carolina, and 8ennettsviile Works located at Salem Road, Bennettsville, South Carolina (hereinafter collectively called the "WORKS"), which as of the data hereof are shown on the books of the WORKS or are located at or normally used in or on, or operated from the WORKS, or are in the possession of the WORKS' sales or other personnel wherever located and are normally and customarily used in conducting the business of the WORKS, including, but not limited to, all real property and real estate (including, but not limited to, chattels real, easements and servitudes of every s. kind), buildings, structures, appurtenances, improvements, machinery, equipment, parts and appliances, fixtures, tools, dies, jigs, containers, inventories, raw materials, work-in- ftii#f, I f ! i, iiiti I >1 Mut f credits, cash on hand or in banks, debts, bills, discounts, prepaid items and other intangible assets which are reflected on the books of the WORKS and the UFO reserve as of the date hereof carried on the books of Transforor as and to the extent seid UFO reserve is applicable to inventories of the WORKS. ' E. All claims, rights and interests of Transferor in, to and under any and all leases (whether of personal or real property and including, but not limited to, leaseholds and chattels real, easements and servitudes of every kind), assignments, options, mortgages, licenses, commitments, sales and purchase contracts, distributor and sales agency agreements, operating service contracts, union contracts and hourly worker's pension agree ments, and other contracts of every kind and description entered Into or acquired by assignment or in any other manner by Trans- < feror on behalf of the WORKS prior to the date hereof, to the ex-, tent the same shall not have been performed by the other parties thereto, which contracts, agreements and other instruments Transferee agrees to assume, perform, pay and discharge from and after the date hereof in accordance with their terms. F, The business of the WORKS as the same exists as of the date hereof. Transferor has executed and delivered or wiil execute and deliver as of the date hereof in favor of Transferee (i) deeds in recordable form covering all real property and real estate transferred under subparagraph A above; (2) bills of sale covering all other tangible property transferred under subparagraph A above containing appropriate disclaimers of all express and implied warranties with respect thereto, but warranting only Transferor's title thereto; (3) assignments of Transferor's right, title and interest In and to all trademarks, patents, copyrights and other rights transferred under subparagraph B above and of all lease agreements con veyed under subparagraph E above, all in recordable form; and (4) such other conveyances, assignments and other instruments and documents as may reasonably be required by Transferee to properly evidence the transfer of the assets and bus iness conveyed hereunder. and business told and transferred or intardad to be sold and transfarrad to Transferee by this Convayanca and Assump tion, to defend or eompromisa any and all actions, suits or procaadings In raspact of any such assats, propartlas and business, and to do all such acts and things in relation > thereto as Transferee shall deem advisable; and C. To take all action whieh Transferee shall deem proper in order to provide for Transferee the benefits under any con tracts, claims, licenses, leases, commitments, sales orders, purchase orders, distributor or sales agency agreements or operating servee contracts where any required consent of another party to the assignment thereof to Transferee pur suant to this Conveyance and Assumption shall net have been obtained as provided in paragraph two (2) hereof. . Transferor hereby declares that the foregoing powers are coupled with an interest and shall be irrevocable by it or by its subsequent dissolution or in any manner or for any reason. Transferee shall be entitled to retain for its own account any amounts collected pursuant to the foregoing powers including any amounts payable as interest in respect thereof. - 5. That Transferee hereby agrees and covenants with Transferor to assume, pay, perform and discharge all debts, liabilities and obligations of Transferor of every kind and description, present or future, known or unknown, contingent or absolute, which are unpaid or not fully pperformed on the date hereof and which in any way. In whole or in part, pertain to, arise out of or are attributable to the past, present or future operations of the WORKS. . That this Conveyance and Assumption shall not apply to or be deemed to transfer any of the assets of Transferor's Common Pension Trust referred to in this Conveyance and Assumption. However, within thirty (30) days after the date hereof the Trustees of Transferor's Common Pension Trust will obtain from their actuaries a certificate as to the amount of all funds which as of the date hereof are held in Transferor's Common Pension Trust in respect to the iKjurly workers' pension plans in effect at the WORKS, those former salaried employees / t I. That Transferor and Transfer** each agree to retain for no less tlian six (6) years after the date hereof and, during said six (6) year period and there after, to make available to the other party, such books, records, files and other technical and business data and information as are in their possession and shall reasonably be required to prepare and/or substantiate their respective tax returns or reports, to properly enforce any and all claims and rights of either party or to defend adverse claims against either party, or which may otherwise be required in the conduct of either party's business. . IN V/ITNESS WHEREOF, the parties hereto have caused this Conveyance and Assumption to be duly executed in their respective corporate names and under their respective corporate seals, all as of the opening of business on May 1, 197*. 4 ATTEST: H. K. PORTER COMPANY, INC. a Oelaware corporation Secretary ATTEST: SOUTHERN ASBESTOS COMPANY a Delaware corporation v. , ft I * T A'j 1% SOUTHERN ASBESTOS COMPANY A > Incorporated under the Laws of the State of Delaware (Ucrtifirat* of Jucorjiuratum i DECEMBER 8. 1927. * i CERTIFICATE OF INCORPORATION or SOUTHERN AXHKXTOS COMPANY We, IIic undersigned, fop Mu* purpose of associating to establish ti corporation for the transaction of the business Hint the promotion ami conduct of llo* objects ami pur poses hereinafter staled, under tin* provisions of, ttmi sale jeefc to the requirements of, the laws of tin* Stole of lUdflware (particularly oh net entitled, "An Art providing a Cmcnil Corporation Law,*' approved .March 10, J.S'.I'J, and the several ads amcmlatory thereof and Ktipplemctilal thereto, and known as the "(Jonenii (fi>r|toralion Imw of the Slate of I tela ware.''), do make and tile this Cert ideate of Incorporation in writing nnd do hereby certify as follows: Kihst: The nnme of the corporation (which is herein* after referred to as the Corporation) is SOUTIIKHN ASUESTOS COMPANY. Sl-:mxn: The respective names of the county nnd of the city within the comity in which the prinripnl otlleu of the Cor|Hirntion is to Ik? located in the State of I tela* wnre are the County of New Castle and tin? City of Wil mington. The name of the resident agent of the ('.orpom(Ion is Corporation Trust Company of America. The street ami number of said principal oflt.'e and the address by'street nnd number of snid resilient agent is No. 7 West Tenth Street, in snid City of Wilmington. .lu n *^ t * # - Timur. Tin* uni tire of I In* liiisipess of (to* Corpora tion, ttml Mir objects or purjmses (o be I rnnsncled. promoted or carried mi hv'it uro ns follows: i it t To pnrehnso or otherwise itir* all or any pari of I In* jjoodwill. Halils, assets. pro|K'Pi firs and loisines* of Southern AnIh*sIos Mann find nriii*T Cmtipniiy. ir Norlli I'arolina ror|M>ralion, ami of any person, lino, assneinlioii or rorjanailion. heretofore or liereafler en>:aeil in any business in * v\ Ii it'll I he Corporal ion is awl horir.isl lo etignjp' here iimier; lo pay for (he same in ensh or in ImmoIs, Holes or oilier eviilem-es of indebtedness or Shari's of sloel,- of Ihe Corpora I ion or otherwise; lo liohl, utilize, enjoy or in any manner ilisposi* of Ihe whole or any pari of (he goodwill. lights. assets, proper ties ami business so uripiired; ami lo assume in eonneelion with siteh anpiisilion any liabilities nr obligations of said Soul hern Asbestos .ManiifuH tir ing Company ami of any such person, linn, nssoeialion or ror|Miralion. ami lo romlml in any lawful manner Ihe whole or any part of the business Ihns aetpiirisl. ami lo exen ise all llie powers mi'cssnry or eonvenienl in ami abml I he eominel ami managemenl of siii'li business. . tT". . (/i'l To inanufaeltire, prepare, use. develop, exjierimenl willi. m-tpiire. boy. sell, import, export, trade and deal in asbestos, aslmstos yarns, elollis, rojie. wiok and any ami all niannfm*inre<i prodnets in wltieii aslwslos ina' form a pari, or any mixture nr mmbinalion thereof. im-lmling any or all of said * articles in Ihe natural, raw. partly milnufaeliireil nr finished slate; ami to romlm-l in nil its braurhes ' n general textile, milling and mniinfitt*ftiriiif? Imsi- ri*,-* new*. X*'. . I Wi To mniiiifnfliire. prepare. use, develop, ex periment. wilIt. ripiip, remodel, ronslriiel. anptire. Iiohl, operale, liny, sell, lease, iiislnl, import, ex|mrt, Irade iinil deal in nini tv i III, "inmIs, wares, im,n,li:iti ll isr, rn:inrs, molnrs, mill'lliiios, ntaeliinrrv, nppnruins, ioslriimi'iils. li.vliirrs. ;tppli:iiin's, dev ires and rrmlrivnnrrs of niiy kiml or mil tin* whatsoever, or niiy oilier art tele or iirlieles of miy kiml or nature ivlnilsoever. (d) To adopt, apply for, ohinin. register, pur* chase, lease or otherwise neipiire, mol lo imiinltiin. prolrrl, hold, use, own. exrrrise. develop. opersilP mid inlrodnee. mid lo sell, grant I ire uses or oilier I rights in i-ps|ms'I of, assign or nthenvisp dispose tit or I il ni lo net-on n I niiy I role marks, Irade mi lues, pnleiils, pa I eol. i-i"h I .**, ropyrighls mid dislinelivu murks mid rights miiilngnus llierelo. mid invetilioiiM, iinprovemeiils, professes, foi-miilns mol Hip like, in eluding sin-li I hereof iis iiinv Is* entered liy, used in eoiiiieelioii willi, or seen ret I or rereived under, hel lers I'nlrul of I lie Uniletl Sloles of Anierien or else where, or ollterwise. whieli mny he deemed e:i|mlilp of ilse in rooneel ion nil It any of I lie purposes of I lie ('or|'oral ion Iteiein Moled: ami lo neipiire. list*, exereise or nilierwise lurn lo nei-oiiul lieenses in respeel of any stiei- Irade marks, Irade mimes, pnleiils. pnleiil right*. ropyrighls, di<-liuelivp marks and rights analogous llierelo. intentions. iinprovemeiils. prm-esses, formulas mol Hie like, or any hiipIi prop erly nr fields. -'(r) To neipiire hv pnrehase, exi-hungr, lensc or olliertvise and lo own. hold, develop, it|iernle. sell, . I nssigu, lease, (i-misfer, ronvry. t-xi-hange. mortgage, 1 plisige or olhertt ise dispose of or eneiinils-r. real timi I I |K`rs<innl property of any class or description nnd I I I I 1 rights anil privileges Iherein in llu* Slule nf Heliiware Mini in oilier sillies, Ierrilories, ilislriels, eolonil's ntiil i|e|M>mleiieies of Ihe Cnileil Stales of Ameriea ami ill ail foreign eomil ries, suhjeel lo I lie laws I hereof. (/1 'l"o aei|iiire. Iiv purehase or otherwise. ererl, eonsl rnel, make, improve ntni operate, or niti in or 1 siihserilie Imvnnls. Ihe eriflion, eonsl rnel ion, making, improvenienl ami operalion of, mills, fnrlories, slorchniises. Iiuildiugs, i-oails. ilin ks, piers, wharves. innchiiiery. ears ami other rolling slock, sicnniers, stenml.mnts, taps ami works of all kimls. in so far ns Ihe same may apperlnin In, or Ik* useful in, Ihe eomftiel of Ihe Jnisiness of (he I'orjHirnlioii, an*l to maintain ami operate the same. (rj) To Isirrow or raise moneys fur any of the purposes of (lie Corporal ion u ilhoiiL limit as In aniouul ; from lime lo lime lo issue Itomls, ilelieiilari's, miles or oilier obligations. seeumi or niiseenrisl, of I lie I 'orporal ion, iuelmlitig obligations con vert ilile into slock of Ihe ('orporitlinii, fur moneys so ] Itorrownl. or in payment lor properv aeipiiri'iil or for liny of Ihe oilier ohjeels or purposes of (he Cor|Hral ion or in eoum-eiioo with ils Imsiness; lo seetire surU ImmuIs, ilelH'itlnres. notes ami oilier obligations by mortgage or morl gages ,.( ilrr| or i|eeis of I rust, or pledge or oilier lien upon any or nil of Ihe prop erly. rights, privileges or fi-uiu'liise* of the Corpora tion, wheresoever siiiinlr<l. ae<|uirel or lo Is* ne|mre4. ami lo sell, pledge or otherwise ilis|sise of *tir or nil of such hoods. dcitenl tires, uulis ami oilier ohHgnlions of the <`orporalion for ils corporate punsiscs. r (k) To ncipiire by purchase, subscription or otherwise, to hold, mortgage, pledge, sell, assign, transfer, exchange, or otherwise dispose of slum's of Iho capital slink of, or voting trust certifirules for shurrs of Hie *npifnI stock of, or any bonds or oilier securities or evidences of indebtedness cre ated lv, any oilier rnr|sirulinii or association or * ganir.ed under the laws of the Stale of Delaware or o|' any oilier stale, territory, district, colony or de|iendcney of ihe Cnited Slates of America or of any oilier ennuirv, aaliou or government, and to pay therefor, in whole or in part, with rash or other properly or with share* of tin* capital stock, bonds or oilier oldigutinux of Ihe Corporation; and while Ihe owner or holder of any such shares of Ihe enpilal slock, ruling (rust cert ideates, IniimIm or other securities or evidences of indebtedness of any other corporal ion or association lo possess and exorcise in.respnet thereof all Ihe rights, (towers and pricileges of ownership, including the right lo vote I hereon or consent in resperl thereof for nny and all purposes; and upon a distribution of Ihe assets or a division of Ihe prolils of Ihe t'or|simliou lo iliaIrihule any such shares of capital dM'k, voting trust ceil i lira I e*. Isolds or other seen ri lies or evidences of indebtedness, or the proceeds thereof, among the siockhnhlers of the Corporation. I>) To purchase. hold, cancel, reissue, sell, ex change or transfer shares of its own capital slock. Isolds or oilier oldigations provided Mini it slinll not US4* ils own funds for the purchase of shares of its own eapilnl slock, when said axe would cause any iiu|n iron*til of ils capital, and further Hint shares of ils own capital slock so aci|iiirrl and held by it shall uol Is* vulcd upon directly nr indirectly. r, ly I To aid ly Itmn. guaranty, subsidy or in nuy oilier miiniiur whatsoever, in so fur ns may Us per* milled ly Inn-, any corporation or association. do mestic or foreign, any share* of I lie capital xiock, or veiling; l.rnxl cerlilicnlex for shares of dm rnpiliil slock, or hondx, or odier securities or evidences of indebtedness of u'liieh xlialt Ik* held liy or for die ('nr* pornlion, or in which, or in do* welfam of which, die Corporal ion shall Imve imy inieresl. mid to do nuy ads or things designed to protect. pi*eserve, im prove or eti tin iter die value of any such shares, vot ing trust n,rtilicsiti*s. (muds or other securities or evidences of indehtediiess. or the properly of till! Corporation* . (/.`I To guarantee the payment of dividends upon any shares of the rapital slock, or any sinking fund pay meals in resjicct of die capital slock, or the pay ment of the principal of. or interest on. any bonds or oilier sceurilies or evidences of indebtediicss, or til* performance of any eotilracl. of any other corpora^ lion or eorporalions ill so far as. mid In I he extent dial, siieli guarantee limy lie perinided by law.1 ~ {/} To enrry out- all or nuy part of the fore* going ohjeets and purposes as priueipni, factor, agent, coitliador, or ollicrwise, cither alone or in conjunction with any person, linn, iissueiiilion or other corporation, and in any part, of the world; iilid in eurryiug on its business mid for the purpose of attaining or furthering any of its objects or pur poses, to make mid perform such-emit niets of miy kind nnd description with any person, tirni, asso ciation, eor|Hiniliou, municipality, lusty |*olilir, eoiitily. slate nr government or colour or depend* eiiey thereof, to do sm-b acts mid things, and to exercise nuy mid nil such powers, ns a natural per* ! sou could lawfully timki*. i*erform, do or exercise, provided (Imf. (lie same Im> md inconsistent with In* lows of Hip Slate of Delaware. Ini I To emotncl its business in nil nr it it v of its lirmichcs in thi! Stale of Delaware nml in any or nil otlirr Stoll'S, li'iTUorii's, posM-ssious, colonies mid dependencies of t tiu U it iU*<| SI ill os of America, mid in (he Pisirict of Coliiiuhiu, mid in any or nil foreign eoiiutrics; lo have one or more offices within uud without- tin* Slate of Delaware; nnd to carry on nil or any of its operations and husinexs without re st lidion or limit as to amount. mi To do any ami all things necessary, suitaide. convenient or proper for. or in connection with, or incidental to, the accomplishment of miy of the pur|Mises or Hie nllaiiiment. of any one or more of the objects herein cunmeriiled, or designed directly or indirectly to promote the interests of the Corporalion, or lo enhance the value of any of its proper ties; nod in gcncriil to do nuy mid all things mid exercise miv mol all powers which it limy now or hereafter be lawful for the <'nrjsirntinit In <la or tn exercise under I lie laws of I lie Slate of Delaware dial may now or hereafter be npplictihlc to the Cor poration. It is liiu intention (hal, except where otherwise ex pressed in this Certificate. Hie objects and purposes speci fied ill nny of the foregoing clauses of this Article TltUUi shall not- in any wise be limited or restricted lv reference to. or inferiMin* from, the terms of any other clause of this or any other article of this tVriitieiile. lull. Iliul the object* mol pur|Nises s]Ns`itied in eneh of the rlniiscs of this Article xlmll Ik* rcgnrded ns independent object* mid pur|siss. 8 JL is also Ite intention Mult (tic* objects anti purpose* specified in said clauses Hindi ho and shall tic construed iin [lowers ns well nx nlijcHx nml piir|Hiscs; mill, generally, Hint Hie Corporation slmll In* authorized lo exercise and enjoy all oilier [towers, right* and privileges granted by (lie aforesaid net onlillcd "An Act providing n general Corporation Law," approved March JO, J!j!lU, to cor|iora tions of the rlinrneler of the ('or|iir:ilion, nad nil the [lowers conferred upon such corporal ions by the then exist ing laws of (lie Slate of Delaware in so far as not in conilicl I herewith, or which may In* conferred by nil acts here tofore or hereafter a menda lory of said Act of March .10, I Mill, or of said laws, or supplemental (hereto; hut the euiiinernlion herein of certain powers is not. intended to he exclusive of, oc a waiver of, any of the powers, rights or privileges granted or conferred by raid Act of March 10, 1800, or (lie laws of said Stale now up hereafter in force; provided, however, Hint the Corporation shall not in nay slate, district, territory, [Kissesstoii or country, carry on any business or exercise any [lowers liicli a corporation organized under the laws of said slide, district, territory, possession or country could not carry on or exercise, ex cept to the extent pcrmillni or uullmmcd by the bn*'* of said state, district, territory, possession or country; and provided, further, that the Corpondiou shall not have the |iowcr lo carry on the business of const cud iug. maintainiug or operating railroads, railways, telegraph or telephone lines or iiuy public utility business within the Stale of Delaware; nor shall it possess tin* right of taking nud condemning lands within said Stnle; nor shall it, hv nay implication or const ruction, bo ilocmcd to posses* the (tower of issuing hills, notes or oilier evidences of dcld for rirenlaUun ns money, or the power of rurrring on the business of receiving deposits of money, or the business of buying gold nud silver ImHimi or foreign coins, or Ihc power of engaging in the business of hanking nr insurance. r Fourth: TJie total number of sliures of capital stock that may 1ms .Isxurnl hy the Coqiorntion is one hundred thousand (-HVttjOOO), all of which are to he without par VulllO. The amount of capita! with which the Corporation hIiii 11 commence business is ten (10) share* of stock with I out par value. J I'lKTtt: The name* and places of residence of eneh of Ihc original subscribers to the capital stock of the Cor A poration. and (ho ttumltcr of shares of stock subscribed for by each, arc us follows: Namet T. L Croteau T. I,. Fray I'lures of Residentr W.4 ilmington, Delaware Wilmington. Delaware Nnmhtr of Shorts fi It Alfred .Jervis Wilmington, Mela ware SIXTH: The Corpora lion is (o have pcrjndnni exist ence. Skvkxtm : The private property of the stockhpiderx of the Corporation shall not. lie subject to the payment of corporate debts to nay extent whatsoever. KlctlTlt: l**or the rt*uuhition of the business and for the condnet of the ntrnirs of the t'orporntion. and for the creation, definition, limitation and regulation of the jKiwers of the Corporation and of its directors and stock holder*. it is furthor provided: (aI Any and all shares of the capital stock 1 herein authorized may be issued by the Corporation 1 from lime to lime for such eonsideratiou iis may bo Used from lime to time bv the Hoard of Director* I hereof. I ut (/<) The Corporal ion may issue $1 ,`.'.*11.1X1(1 prin cipal amount. of Us ohliunlious ami olf.lHH) shares of its capital slock without par value either (tl for (In* shim of in. rash or (2) for tin* properties ami assets. subject lo the assumption of tin* liabilities, of Soultirrn Asls-stns .Muuufact urine Company, ti North Carolina corporal mu, lin'd any ami all stork so issnml stnill U* fully paiil ami non- assessa I'll'. ('( Tlie niiml>cr of ilirerlors of tIk* Corporalion slntll la* lixi-d hy the hy-laws nni| nuiy In* uHercd from lime to lime ly umeudiii the hv-lnws ns llierrin provided. Inif shall never ! less Ilian three. lireelo|-s net'll not lie stockholders. They shall liohl oflict* until I heft* successors are respT(ivtjly elected ami ipialilieil. ami a inajmilv of them shall consti tute a i|iiornui for the Iransarlioii of lotsiness. naless the hy-laws shall provide Hint a ditlcmit nninlmr shall constitute a <|aornm. which in no ease shall he less than our-third of the total imuilier of dircetors nor less than (wo directors. (i/t Kxeepl. as otherwise provided by law. t^a* cuueies in (he Hoard of Ilirerlors shall lie filled h.v a ninjorily of I lie rciniiining direrlors, lliouj'h less Ilian a <|iioriini; ami the direefors so ehosen shall hold oflire milil the next nnuun! elerlion ami until I heir successors shall Is* duly elected and qua I i lied, unless stsoier d'isplnced. In ease of any increase ill Hie iiiiiiiis'r of directors the mldilioiiitl directors may he elected hy the directors (lieu in oflice. by a majority vote Ihe.nmf. |r| Any director or nnv oHicer eUsdeil or ii(i|Ntintcd hy (lie stork holders or hy Ihr Ihiard of to ilirerlors may Is* removed at nnv lime in such milli ner ns shall he provided in I lie hy-laws of Mm Cor* po ration. I II (/) III furtherance and not in limitiilion of llu* imworK conferred I.v llu* laws of lliu Stale of I lelnwarr, t lit* I ton nl'of DircHnrs of llu* Corjioru* lion is expressly milliorixrd : I. To make hy-laus for llu* Cur|*onilion a to I from Lime lt lino* lo alter or repeal hy-laws so made, lull. Ilo* In laws made nr altered liy llu* Hoard of Directors limy In* altered or repealed Iiv llu* si nek holders at any iinnnnl or special nu-eling (lii'i'vof, provided Hint unlive of I lie pro posal so lo all or or repeal snrli hy-lnwalie in* eluded in llu* noliro of suoli mcctiui;. To make regulations from time to time* for Hip rinsing of llu* slork transfer lawks of llu* Corporalioii in iiniiripalion of any merling of llu* stockholders, or for (lift fixing (without nrlnnl rinsing of soul Imnks) of dales ns of wliirli lisls of slorkliolilrrs eulillcd lo vole til liny sudl merling sliull Is* prrparril. .'I. To ilrlrrminr, from tinir lo linn*, wiirllirr nmi lo whal extent ami al wlml (imrsinul plnrrs ami uiulrr whal i-omlil ions ami regulations I lit* ncroiinls ami Imoks of llu* Corporal ion, or any of llirm, shall hr upon lo llu* inspprliou of Iho stockholders; ami no sturkhnhirr shall harp any right to iuspcrl any arrontil. or Iswk or dortinirnl of llu* Corporal ion. except, as conferred hy llu* laws of Hu* LSI a 11* of lirlnw*arr. tiiil<*ss nml until mil hori7.nl so lo do hr resolution of I lit* Hoard of Directors or of llu* stockholders of Hip Cor|K>rnl.inn. -I. ity rcsolulion or resolutions, passed hr a luujorily of llu* whole Itourd, lo dcsigniili* one or more rntumilIces, nirli committee to poiinInI I I I- l! of Iwu or more of (lie directors of I ho Tor porn I ion, which to the extent: provided in said rcKoluf ifiu or resolutions or in I he hydnwN of the Corporation, shall have ami aiav exercise the powers of the Moan! of Directors in the manngemont of the business and alTair* of the Cor poral ion. and may have power to authorize the >eal of (lie Corporation to la* a nixed to any on per* which tuny require it. Without llo* assent or vote of the stock * holders. from liaa- to lime, without limit ns to aiaonal. ami upon any terms lo borrow or raise money for any of llo* purposes of (he t.'urportllion; ami lo aulhori/.e lhe issae of tmnds, ddientares, uoles or oIIick obligations of the Corpo ration, of any mil lire, or in any manner, for moneys so liorrmved ami lo authorize the cre ation of mortgages upon, or Hie pledge or con* veyanee or assignment in I rust of. the whole or any part of (lie property of the Corporation, real or personal, whether at the lime owned nr thereafter acquired, including contract rigid*. In secure the payment of such hnnds, deltoid arcs, attics or oilier nldigulion.s and the interest theretin; nail to authorize I In- sale or pledge nr other dis|tositinn of sat-h bonds, delimit ares, antes or other oidigiilitnis of I lie Corporation for its forpornte purposes. tl. Ity resol a lit ni lo *.H a pari out of any of llo* funds of Ihe Corporal ion availahle for divi dends a reserve or rt-M-rves for any proper pur pose mid In almlNIi ant such rt*?a*rve or reserves. 7. To del er mi in- from linn* lo lime hv reso lution the aiitnaat of tin* mipilal of the Corjtoru- I 14 [h) In flir absence of fraud, no coni met or other Iraiisurliou Iietwceu I he Corporation nml nny other corporal ion. nml no ael of llio Corporation, nIihII in nny wny In* inviilidaled op otherwise nf. feeied Iiv (In? fuel. dial any one or more of the direr* Iopk of tIn* Corporation are pecuniarily or otherwise interested in, or nrr directors or officers f, kiicIi other corporation. Any iliri'vlor of Hie Corpora lion ititliv`ilttfiily, or nny lirm or association of u liirii nny director nmy In*a meniher, may lien party to. or may In* jH'imniarily or ot henvise interested in, nny rout mot or Iransnrtion of I lie <'orporntion, pro. vhlnl <lint tin* furl llm) lie individually or Much firm or nssneinlion j* so interested shall lie disclosed or shall have Intii known to the Hoard of directors of I lie i `nrpnrntinn or n majority thereof; nml nny direetor of Hie Corporal inn, who is also n director or ofllrrr of such oilier rorpornlioii or who is so inleresled, may lie eonnled in determining I ho exist* cnee of a tpiornm al any meeting. of (lie Hoard of directors or of any rommitler of llu* Corpornlion I whieli shall anlhorize any such ronlniet or Irons* I art ion ami may vole Iherenl. |o aiilhorizo nny hiicIi 'otilrin*l or Imiisiielion, with like foree nml elTei't as if lie were not siirli direel or or ofllrcr of such oilier corporal ion or not so iulrrrsled. (it Any eonlrael, Iraiisnetion or net of tho Cor|Mirnlion or of Ihe direeiors or of any roniniillec wliirh shall he ralilled lv a majority of n iptnrum of I lie stiH'kholders having voting |mwrrs at nny niniunl meeting. or at any special meeting called for such pur|Mise. slmll. so inr ns permitted hr law nml hr this Certiticnte of Ineorporntion. Is* ns valid nml ns hinding as tli<>i^ti ralilied hr every stock* holder of the Corporation. t ir> (;i The t'nrporalinn ri'servc* Mu* right to amend. niter, change or repeal any provision con tained in this tVrtilicnlc of Ineorporutinn in tin* m:iitticr now or hereafter preserilied liv statute, and nil rights conferred upon stockholders herein nrn grunted subject to thin reservation. In witnkss wiikhkop wo, tho undersigned, lining nil of Hie origin:!I snliscrilH.*rs lo tho capital stock of tho Torpornlion he.reiniieforc named, do certify Hint, tho statement* of furl hereinalmve sot forth are trno, nnd do respectively agree to Inko tho nitnilior of shares of slock horoiimlMiro sot opposite our respective mimes, waiving nil requirement* of the slalnliK of I be State of Itclnwnrc relating to not ire of assessments on the stock dierehv suhscrilH'd, nnd accord ingly hereunto have set our respective hands and seals this Nth day of Ileeenilwr, ItfJT. In the presence of: Amikkt l<. .Ml 1.1.Kit T. 1,. i'imrK.\r T. 1.. l'*K.l V Auui:i .1 kuyix | SKAI. I | SKAIi | i I. ... 16 State ok 1>kt.a\vahe. | l.'OUNTY OK NBW ( 'A.HTI.B, ` l*.K IT KK.MK.MHKHKO llllll nil lllix Sill dill of I leeoilllH'r. A. D. personally :ip|N?nrnd ini'. Ili<* mtdondKtiod, a Nnlnrv I'lildic in timl for (In* Homily nod Slate nforc* sniil T. I*. <`i,nlmii, T. b. I*'ray, : n I AlTied .lervis, nil of I In* parties lo I In* forcgoiitu t'erlilieato of Inoorporn* lion, knon'ii lo mo |M*rsooally In In* such, ntnl I having Unit tun.de known In I hem ntnl oncli of I hem I In* contents of said * Orlilirnle of lm*or]ionilion, they iliil ench Horernlly acknowledge stiitl t.Vrtilirnle lo lie the not nml deed of the signors. respectively, and flint the facts therein stated are truly set forth. (liven unilcr my timid and seal of office the day and yenr aforesaid. Albert L. Miller Notary 1'nldie Appointed Sept. I, ItI-7 Term Wars Delaware Auiert b. .MILLER Notary Public i <ti*i t V, ...I A' / AGREEMENT AND JOINT PLAN OF MERGER THIS AGREEMENT AND JOINT PLAN OP MERGER (hereinafter called "ihia Agree ment"), which also shall l>c deemed to be an Agreement of Merger, dated this 31st day of October, 1958, made and entered into by and between Thermoid Company, a Delaware corporation (hereinafter sometimes called "Thermoid"), II. K. Porter Company, Inc,, a Pennsylvania corporation (hereinafter sometimes called "Porter Inc."), and H. K. Porter Company (Delaware), a Delaware corporation (herein after sometimes called "Porter Delaware"). W ITNISSETII : Whereas; Thermoid. whose Certificate of Incorporation was filed in the office of the Secretary of Slate of Delaware on January 28, 1929, has an authorized capital stock consisting of 99.314 shares of Preferred Stock, of the par value of $50 per share, of which none will lie outstanding from and after November 1, 1958 (the redemption date for all such shares presently outstanding), and 1,500,(XX) shares <<f Common Stock, of the \>ar value of $1 per share, of which 825,254 shares (excluding 25,292 Treasury shares) are now issued and outstanding; and Whereas, Porter Inc., whose Articles of Incorporation were filed with the Department of State of the Commonwealth of Pennsylvania On January. T2, 19,39, has an authorized capital stock consisting of 48,350 shares of Cumulative Preferred Stock, 4Series, of the par value of $IjOO per share, of which 48,35(1 shares are now issued, 40,136 shares being outstanding and 2.214 .shards Ix-ing hold in a Sinking Fund, and l,500,(XJQ shares of Common Stock, of the par value of $5 per share, of which 1,059,372 shares arc now issued and outstanding; and Whereas, Porter Delaware, whose Certificate of Incorporation was filed in the office of the Secretary of State of Delaware on June 11, 1936, lias an authorized capital stock consisting of 2U.G00 shares of Common Slock, of the par value of $5 per share, of which 5,000 shares are now issued and outstanding and all of which are owned by Porter Inc.; and Whekkas, the Hoards of Directors of Thermoid, Porter Inc. and Porter Delaware (such coqvirations lieiug hereinafter sometimes called the "Constituent Corporations") have deemed it advisable for the respective mutual lieucfit of the Constituent Corporations and their respective stockholders that Thermoid and Porter Inc. I>u merged into Porter Delaware, which shall continue as the surviving corporation (hereinafter sometimes called the "Surviving Corporation"), pursuant to the statutory merger provisions of the Pennsylvania Ihtsincss Corporation Law (particularly Article IX thcrcuf) and of Title 8 of the Delaware Code of 1953, as amended (paiticulariy Section 252 thereof). Now, Thkikfork, Themwid through a majority of its dim-tors duly authorized hy its Hoard of Directors, Porter Inc. through its projicr officers duly authorized hy its Hoard of Directors, and Porter Delaware through all of its directors duly authorized hy its Hoard of Directors, have agreed and hereby do agree each with the others that Thermoid and Porter tor. shall Iw merged into Porter Delaware ami Porter Delaware shall merge into itself Thermoid and Porter Inc., and hereby do adopt a plan of merger ami agree upon and prescrilic the terms and conditions of said merger, the mode of carrying the same into effect, the manner ami liasis of converting the shares of each of the Constituent Corjmraiious into shares of the Surviving Cor|M>ratioii, and other details ami provisions, as follows: I Thermoid Company, a Delaware cor|Hiration. and II. K. Porter Company, Inc., a Pennsylvania corporation, shall lie merged into II. K. Porter (. mpanv (Delaware), a Delaware cnr|>ratiou. I he separate existence of Thermoid and of Porter Inc., except insofar as continued by statute, shall cease i. To acquire liy purchase, subscription or oilierwise, ami io receive, hold, own, guarantee, sell, assign, cxcltauge, transfer, mortgage, pledge or otherwise <lis|xjse of or deal in and with any of the slwrcs of the capital stock, or any voting trust certificates in rcs(Hxt of the shares of capital stock, scrip, warrants, rights, I tends, dcirentttres. notes, trust receipts and other securities, obligations, chose* in action and evidences of indebtedness or interest issued or created by any corporations, joint stock companies, syndicates, associations, linns, trusts or jiersoiis, public or private, or by tire government of tire United Slates of America, or by any foreign government, or by any state, territory, province, municipality or other |*jlitical sub-division or by any governmental agency, and as owner thereof to possess and exercise all tire rights, {towers and privileges of ownership, including the right to execute consents and vine thereon, and to do any and all acts and things necessary or advisable for the preservation, protection, improvement and enhancement in value thereof. j. To enter into, make and perform contracts of every kind and description with any person, firm, association, coqioratioii, munidpality, county, state, ljudy {lolitic or government or colony or dependency thereof. k. To borrow or raise moneys for any of the purposes of the Coqiorntion and, from time to time, without limit as to amount to draw, make, accept, endorse, execute and issue promissorv notes, drafts, bills of exchange, warrants, bonds-. dclientures and other negotiable or nou-nrgotiahlc instruments and evidences of indebtedness, and to secure the |ymcnt of any thereof and of the interest thereon by mortgage upon, or pledge, conveyance or assignment ill trust of the whole_xtr any part of the projiertv of the Corporation, whether at the time owned or thereafter acquired, and to sell, pledge or otherwise disjjosc of such bonds or other obligations of die Corporation for its corporate puqtoses. l. To loan to any jierson, firm or corporation any of its surplus, either with or without security. m. To purchase, hold, sell and transfer the shares of its own capital stock: provided it shall V. not use its funds or property for the purchase of n> own shares of capital stock when such use would cause any impairment of its capital except as otherwise permitted by law, and provided further that shares of its own capital stock belonging to it shall not lie voted upon directly or indirectly. ' ' n. 1*o have one or more ofiiecs. to carry on all or any of its operations and business and without restriction or limit as to amount to purchase or otherwise acquire, hold. own. mortgage, sell, convey or otherwise dis|xse of real and personal property of every class and description in any of the States, Districts. Territories or Coliinies of the United States, ami in any and all foreign countries, subject to the laws of such State, District. Territory, Colony or Country. o. In general, to carry on any other hii-ine-s in connection with the foregoing, and to have ami exercise all the power* conferred liv the laws of I )i l.iware tqion corporations formed under the General'(*or|Nimtiou Ijiw of the Slate of Delaware, and to do any or all of the tilings hereinbefore set forth to tlic same extent as natural |<rsons might i.r could do. The objects and purjioscs sjiecificd in the foregoing clause- 'hall lie in nowise limited or restricted hy reference to, or inference from, the terms of any miter clause in the Certificate of liirorjmratioti. ns amended, hut the object* ami piirjxwes specified in cadi of the foregoing clauses of this article 'hall be regarded as iiidr]iciidctit objects and purjxtscs. Anrtoi.i-: I'rtimrir. 'Hie total tiiimlier of shares of stork which the Corporation .shall have authority to issue is one million seven hundred ninety-eight thousand three hundred fifty (1.7I,K..J5U) shares, consisting of folly-eight thousand three hundred liftv {IK..UH1 shares nf Cumulative Preferred Stock, of the par value of $UX> {s-r share, two hundred liftv thousand (, 350,000) shares of 5}$'< Cumulative 3 \t I price, shall erase awl determine. The 4;4% Cumulative Preferred Stock redeemed under the provisions hereof sltail not be reissued awl shall be cancelled. 4. Sinbuit/ Fund: The Contention shall create on its books a sinking fund account (hereinafter called "Preferred Stock Sinking Fund"), for die purchase or redemption of Cumulative Preferred Stock, and shall place in such account die unexpended amount remaining in the sinking fund account of H. K. Porter Company, fnc., a Pennsylvania corporation, for its Cumulative Preferred Stock, 4y^/n Scries, which said uncx|>endcU amount the Cnrjjoratiuu slin.il apply on or prior to April 30. 1951), for the purpose of redemption or purcluise for retire ment of shares of 4J$%' Cumulative Preferred Stock then outstanding. The Corjviration shall pay into said Preferred Stock Sinking Fund, fur the purcluise or redemption of 4;/,, Cumu lative Preferred Stock, on or before April 30, 1959, and on or licforc April 30th of each year thereafter, so long as any sliares of the 4)4% Cumulative Preferred Stock shall remain outstanding, an amount equal to 10% of the consolidated net profits of the Corporation awl its subsidiary companies, after taxes (as hereinafter defined), Cor the preceding calendar year; provided, however, that in no event shall such amount exceed $000,000 for the calendar year 1958. During the year following each April 30th Preferred Stock Sinking Fund payment and on or prior to each succeeding April 30th, so long as any shares of 4'/i% Cumulative Pre ferred Stock shall remain outstanding, the Corporation shall apply all amounts so paid into the Preferred Stock Sinking Fund for the pur(>sc of redemption or purchase for retirement of sliares of Cumulative Preferred Slock then outstanding. Sliares of Cumulative Preferred Slock purchased 4or retirement through the Preferred Stock Sinking Fund mav be purchased at either public or private sale on the best terms then reasonably obtainable but only at a price less than the redemption price then-fur hereinabove s|>ccilu-d. Kxcept for purchases or redemptions through the Preferred Stock Sinking Fund, the Corporation shall not purchase or redeem any shares of 4)|% Cumulative Preferred Stock. All sliares of 4;<J% Cumulative Preferred Stock which shall he redeemed or purchaM-d or otherwise aciptired bv nr through the operation of the Preferred Stock Sinking Fund, dial! Ik: cancelled and dull not be reissued. 5. Priorities and Restrictions: The rights of the holders of the 4j.i% Cumulative Preferred Stock as to dividends and assets shall be prior to the rights of the holders of any oilier class of stock of the Corjmration. So long as any of the 4' Cumulative Preferred Stock is outstand ing the Corporation shall not increase the authorized amount of- 4J:J% Cumulative Preferred Stock or authorize or create any stock of any class having preference or priority as to dividends or assets over or ranking on a parity as to dividends or assets with the 4 Cumulative Preferred Stock, and shall maintain at all times a consolidated net working capital (current assets minus current liabilities as determined in accordance with sound accounting principles) of at least two (2) times the aggregate par value of all shares of 4Cumulative Preferred Stock outstanding. U. 5Cumulative Sinking Fund Preference Stock; 1. Dividends: The holders of record of die Sinking Fund Preference Stock shall lie entitled to receive, when and as declared by the i'-*>.ird of Directors nut of any funds legally available for the purpose, cumulative cash dividends at the rate of 5j$% per annum, and no more, (ayahle quarterly on the last days of January. April. July awl October in each year. Such dividends on each share of Sinking Fund Preference Stock shall lie cumulative, ns follows: a. if issue*! prior to the record date f*<r (he first dividend on shares of such class *>f stock, then from the first day of the calendar month in which such issue occurs or such earlier or later date as may he fixed for the pur]x>se by the Board of Directors; b. if issued during the period commencing immediately after the record date for a dividend on shares of such class of stock awl terminating at the close of the payment date for such dividend, then from such dividend payment dale; and '5 ur the shares of Sinking Fund Preference Stock so called for redemption shall not have been surrendered for cancellation, dividends on the shares so called for redemption shall cease to accrue from and after the date of redemption so designated, and ail rights with respect to the shares so called for redemption shall forthwith after such redemption date cease and terminate, except only the right of the holders thereof to receive the redemption price thereof, but without interest. - The Corporation, however, at any time prior to the redemption date sjiccificd in the notice of redemption, may deposit in trust, for the account of the holders of the Sinking Fund Preference Stock to be redeemed, with a bank or trust company in the City of New York having a capital and undivided surplus aggregating at least $5,000,000, named iir the notice of redemption, all funds necessary for the redemption, and deliver irrevocable written instructions authorizing and directing such bank or trust company, on behalf of and at the expense of the Corporation, to cause notice of redemption to ixr duly mailed and publication of the notice to lie made as hereinabove pi >idcd promptly upon receipt of such irrevocable instructions, and thereupon, notwithstanding that any certificate (or the shares of Sinking Fund Preference Stock so called for redemption shall not have been surrendered for cancellation, all shares of Sinking Fund Preference Stock with respect to which the dqxssit shall have liven made sltall no longer be deemed to !>c outstanding and all rights with respect to such sliares of Sinking Fund Preference Stock sltall forthwith ujjou the deposit in trust, accompanied by irrevocable instructions as provided alwve, cease ami terminate, except only the right of the holders thereof to receive from such bank or trust company, at any time after the time of the dc|*>sit, the redemption price'of the shares so to be redeemed, but without interest. Any interest accrued on such -funds shall be paid to the Corporation from time to time. ' Any funds so set aside or dqiositcd. as the case may be, and unclaimed at the end of six years from such redemption date shall be released or repaid to the Corporation ujxjn its request expressed in a resolution of its Hoard of Directors, after which release or repayment the holders of the shares so called for redemption shall look only to the Corporation for the payment V of the redemption price thereof, hut without interest. AH shares of Sinking Fund Preference Stock which shall he redeemed at the option of the Corporation or for the Sinking Fund, or which shall lie purchased for the Sinking Fund, shall be cancelled and shall not be reissued. '' 4. Sinking Fund: The Cnrjmratinn shall protide on its ltooks, as a Sinking Fund reserve for the redemption or purchase of Sinking Fund Preference Stock, on or before the April 30ili next fullowitig the calendar year during which any shares of Sinking Fund Preference Stock arc first issued and on or before April 30th of inch year thereafter, so long as any shares of Sinking Fund Preference Stock shall remain outstanding, an amount eipiai to the same propor tionate part of lO^o of the consolidated net profits of the Corjmration and its subsidiary companies, after taxes (as hereinafter defined), for the calendar year next preceding such April 30th, as the cumulative total number of -linn s of Sinking Fund Preference Stock that has been issued prior to such April JtJlh bears to _'5(>.U(.K> -bares. Whenever a Sinking Fund reserve is s provided on or before any April 30tb. the Corjionuinn, during the 12-month periud liegiiiiiiiig on the next fullowitig May 1st and -o long as any sliares of Sinking Fund Preferem e Slock sltall remain outstanding, shall (subject to the pinvisions of paragraph l of subdivision a of this Article Fourth) apply the amount of -ueli Sinking Fund reserve, at any time or from time to time, to redeem sliares of Sinking Fund Prefeienre Stock then outstanding at die Sinking Fund redemption price plus ..i amount i-'pial to all arrrued and unpaid dividends thereon to the date fixed for redemption, or to purclia-c for the Sinking Fund shares of Sinking Fund Preference Stock then outstanding, at either public or private sale, at a purchase price or prices not in excess of the Sinking Fund redemption price plus an amount ctptai to all accrued and unpaid dividends thereon to the date of purchase. > 7 shareholder of-record of any class of stock of the Corjtoration shall entitled at each meeting of stockholders to one vote for each share standing in the name of such slum-holder on the books 'of the Corjmration. In addition, if at any lime dividends on any shares of the Cumulative Preferred Slock shall lie unpaid or in arrears to an amount equal to or exceeding the dividends to which such shares arc entitled for six (6) quarterly dividend jicrkxis, then the nttmlK-r of Directors shall lie increased by two and the holders of the 4):;7o Cumulative Preferred Stock, until'such default shall have been cured by the payment of dividends so tliat no accumulated dividends remain unpaid on tin* 4>u r/a Cumulative Preferred Stock, shall have the right, voting as a class, to elect said two additional Directors to represent the V/\r/o Cumulative Preferred Slock. In addition, if at any time dividends on any shares of the Sinking Fund Preference Stock shall lie unpaid or in arrears to an amount equal to or exceeding the dividends to which such shares arc entitled for six (fi) quarterly dividend jieriods, then the munlier of Director-! .shall lie increased Uv two and the holders of the Sinking Fund Preference Stock, until such default shall have been cured by the payment of dividends so that no accumulated dividends remain unpaid on the Sinking Fund Preference Stock, shall have the right, voting as a class, to elect said two additional Directors to represent the Sinking Fund 1'reference Stock. Upon the happening of any such default so entitling the 4 '/tfo Cumulative Preferred Stockholders or llu- Sinking Fund I'reference Stockholders to elect two additional Directors representing such class of stock, a meeting of the holders of shares of such class of stock for the election of >ueh two additional Directors shall lie held ttjioti call by tile Secretary of the Corporation which shall he issued at the request of the holders of record of not less than of the shares of such class of stock. At any -mb meeting of the holders of either such class of stock the presence in person or by proxy of the holders of a majority of the outstanding shares of such class of stock shall be required for a quorum. In the event any such default sliall have been cured by the payment of dividends on the outstanding I'j'e Cumulative Preferred Stuck or Sinking Fund Preference Stock, as the case may he. o that no accumulated dividends remain unpaid on such class of stock, the term of oilier of the Directors so elected to represent 'itch class of stock shall thereupon terminate and the authorized number of members of the Hoard of Directors shall lc reduced accordingly, subject, however, to lieing again revived upon any subsequent failure of the Corporation to pay dividends as aforesaid. 2. Cmnuhilivr i'oting: At all elections of Directors of the Corporation (including any election of additional Directors by the holders of 4'//'r Cumulative Preferred Stock or by holders of the Sinking Fund Preference Stock pursuant to the provisions of paragraph l of this subdivision d), each stockholder shall be entitled to as many votes as shall equal the number of votes which (except for this provision as to cumulative voting) he would lie entitled to cast for the election of Directors to he elected with respect to the shares of stock held of record hy him multiplied hy the tumtlier of Directors to he elected, and he may cast all such votes for a single Director or may distribute them among the number to Iks voted for, or for such number of those to be voted for. as he may see At. 3. 1're-nnf`tivr Rights: Ni> stockholder shall he entitled as a matter of right to subscribe for or receive additional shares of any class of -nock of the Corjwration. whether now or here after authorized, or any bonds, debentures or other 'iruruics convertible into, or exchangeable for or carrying tltc right to purchase, stock, but mu-Ii additional shares of stock or other securities may Ik* issued or disused of by the Hoard of Directors to such persons and on such terms as it shall deem in the best interests of the Corporation. I. Consitliihthul i\'ft Profits: The term "consolidated net profits of the Corporation and its subsidiary companies, after taxes." for any year or period as used hereinabove shall lie deemed to mean the consolidated net profits of the Corporation and its subsidiary companies, after taxes, for such year or period, determined in accordance with sound accounting principles. o i to nil jwpcrs which may require it. Such committee or committees slmll lmvc such name or names as may lie stated in the lly-Uaws o( the Corporation or as may lie determined front time to time by resolution adopted by the Hoard of Directors. Aktici.b Tkntii. In the absence of fraud, no contract or oilier transaction of the Corporation shall he aiTeeted or invalidated by the fact that any of the Directors or ollicers of the Coqioration are in any way interested in or connected with any oilier party to such contract or transaction or arc themselves parties to such contract or transact ion. provided Unit the interest in any such contract or transaction of any such Director or officer shall at the time lie fully disclosed or otherwise known to the Board of Directors; and each and every person who may from time to time become a Director or officer of the Corporation is herd relieved from anv liability whatsoever that might otherwise exist from contracting with the Corporation for the heiiclit of himself or any jicrson in or with which he may lie in any way interested or connected. Any Director of the Corporation may vote and net upon any matter, contract or transaction between the Corporation and any oilier person without regard to the fact that lie is also a stock-holder, Director or officer of, or lias any interest in, such other jicrsou. Any contract or other transaction of the Corporation or of the Hoard of Directors or of any Committee thereof which shall lie ratified hv a majority of the holders of the issued and outstanding stock entitled to vote at any annual meeting or any special merting called for the purpose shall lie as valid and as binding as though ratified liy every stockholder of the Coqiorntion: provided, however, that any failure of the stockholders to approve or ratify such contract or other transaction, when and if submitted, shall not lie deemed in any way to rentier the same invalid or deprive the Director and officer of their right to proceed with such contract or- utlicr transaction. ,` ' Aktici.k Ku-.vKNTif. F.aeh Director, eacli officer, eaclt former Director and each former officer of the Corporation and each person who may have served at the reipicst of the Cnqmration as a director or officer of another corporation in which the Corporation owns shares of capital stock or of which it is a creditor shall Is* indemnified by the Corporation against expenses actually and necessarily incurred by or imposed upon him in connection with the defense of any action, suit or proceeding in which lie is made a v party hv reason of bis being or having been a Director or officer of tin* Corporation or of such other corporation, except in relation to matters as to which lie shall lie adjudged in such action, suit or proceed ing. to tie liable for negligence or misconduct in the perform,-nice of his duties as such officer or Director. Such right of indemnification shall not be deemed exclusive of any other right to which lie* mav lie entitled, tinder any 1'v-I.aw, agreement, vote of stockholders or otherwise. AKrirt.K Twm.ktii. Meetings of stockholders may be held without the State of Delaware, if the My-I-nws so provide. The Imoks of the Corporation may lie kept (subject to any provision contained in the statutes) outside of the Slate of Delaware at such place or places as may be from time to time designated liv the Hoard of Directors or in the By-Laws of the Corporation. Ilf The manner and liasi.* of converting shares of the Constituent Corporations into sltarcs of the Surviving Coqxiratinn, as of the effective date of the merger, shall he as follows: (ai Kacli sltnre of t'ouiiunu Stoek, of the par value of $1 |>er sltarc. of Thermoid which .shall then lie inilMandittg and which shall not In* owned by I'orter Inc. or held in the Treasury of Thermoid skill lx* converted into and exchanged f**r mie-sixth (1/Oth) of one share of sj-s:;. Cumulative Sinking l*`und 1'reference Stock of ihc Surviving (. nqioration; provided, however, that no fractional shares, or scrip in lien of fractional -bares. (.f such Cumulative .Sinking Fund Preference Stock sltall lx* issued ly the Surviving Coqioration to any holder of Thermoid Common Stock hut. in lieu of surli is'iie. the Surviving Corpmation will make arrangements with an Kschange Agent so that for a iierind of 120 days after the cilective dale of the merger, any such stockholder may purchase through the ILxchaugc Agent any additional fraction required to make up a full II suliscrpunt to the effective date of the merger, shall he paid to the holder of any outstanding certificate for shares of capital stock of a Constituent Corporation until 'itch certificate shall Ik- so surrendered, hut ii|H>n such surremler there shall lie paid to the ret mil holder of the certificate or certificates for shares of capital stmk of the Surviving Corjioratioit issued u|xm such surrender, the amount of such dividends which theretofore liccamc payable with respect to such shares of the capital stock of the Surviving Cor poration, but without interest. IV ' The By-Laws of the Surviving Corjwration slmll he the present By-Liws of Porter Delaware, the Surviving Cor|>oratiou, as amended from time to time. t V Subject., to the provisions of paragraph 1 of subdivision d of Article Fourth of the Certificate of lncor|inratinn. as amended, of the Surviving Coqwrntinu. the numlicr of directors of the Surviving Corporation shall lie such numlicr, not less than five, as from time to time shall lie fixed hy, or in the manner provided in the By-Laws. The following individuals shall constitute the Board of Directors of the Surviving Corporation as of the effective date of the merger, who shall hold office until the next annual meeting of stockholders of the Surviving Corporation and until their successors, respectively, are elected in accordance with the By-Laws: Name* Atldrcs'e* A. B. Brushab'er .King Edward Apartments Pittsburgh, I'cmis) Ivania II. A. Eggerss 3333 Fast 1 lampshirc Street Milwaukee, Wisconsin T. M. Evans Round II ill liriad (ireenwigh. Connecticut F. C. Foy if,JS Fifth Avenue V Pittsburgh, 1 'ennsylvania W. E. Hill l`> (u-eeiihmi.se Drive Princeton, New Jersey C. L. Holbcrt Bigelow Apartments Pittsburgh, Pennsylvania W. S. Landes 2') West Lane Madison. New Jersey G. D. Lockhart C. W. Veatch 3315 Westminster Place Pittsburgh, Pennsylvania |(i(i N'm tli Pithririge Pittsburgh. Pennsylvania If. on the effective date of the merger, a vacancy shall exist in the Board of Directors of the Surviving Corporation !v reason of the failure or inability of any of the almve named (KTsmts to accept a directorship in the Surviving Corporation, such vacancy may he filled in the manner provided hy law ami the By-Laws of the Surviving Corporation. VI I'lHiii the merger herein provided for becoming effective, all ami singular the rights, privilege';, (towers and franchises as well of a public as of a private nature, subject to all the restrictions, disabilities ami duties of each of the Constituent Cur|X'iratioits. ami all property ami assets, real, personal and mixed, ami all debts due mi whatever account, and each and every other interest ami all manner of thing- in action of or belonging to the Constituent Corporations slnll lie vested in the Surviving Corporation without further act, deed or other transfer; and all propeuy, rights, privileges, jKjwers ami franchises. 13 V_ hy tlu* stnckhnldeis of each <>f iln* Constituent Cm |Hiralioii<. 11i*n the Secretary or Assistant Secre tary of cadi of the Constituent Coqim-ntintts .-hail cettiiy Midi fact on tliis Agreement ami this Agreement ami appropriate Articles of Merger incorporating this Plan of Merger, as required hy Section 903 of the Pennsylvania I'tisiness Corporation I guv. shall he executed, signed and verified or acknowledged hy the proper officers of each of the Constituent Cuqxtrations under their respective corporate seals, and this Agreement shall he liled in the office of the Secretary of State of Delaware, and said Articles of Merger shall lie liled in the office of the Department of State of the Common wealth of Pennsylvania, and shall lie duly recorded if ami where rcrpiircd hy law, \vhercu(K>n the plan of merger set forth in tin's Agreement shall Itcconm clTcctivc. IX Notwithstanding anything herein or elsewhere to the. contrary, this Agreement may lie terminated and abandoned as follows: a. P.y the Hoard of Directors of any one of the Constituent Corporations at any time prior to its adoption hy their respective stockholders, hy written notice thereof to the other Constituent Corporations. I). Hy mutual consent of the Hoards of Directors of all the Constituent Coqtorations at any time prior to the effective date hereof. c. Hy the Hoard of Directors of any one of die Constituent Corporations if. in the opinion of, such Hoard, the merger is deemed inadvisable or impracticable hy reason of new legislation, Federal or State, or the institution or threat of litigation or proceedings against any of thc';Constitucnt Coqiorations. d. Hy the Hoard of Directors of any one of the Constituent Corporations if. in the opinion of such Hoard, the merger is deemed inadvisable or impracticable hy reason of written objections or demands made hy stockholders of any of the Constituent Corporations. e. Hy the Hoard of Directors of any one of the Constituent Corporations if. in the opinion nf such Hoard, any of the other Constituent Corporations has suffered any substantial loss as a result of any catastrophe or has suffered any material adverse change in its condition or business, financial or otherwise, since Septctnlicr 30. 1953. '' Notwithstanding the approval and adoption of this Agreement and of the plan of merger set forth herein hy the affirmative votes of the holders of the rcquiMie number of outstanding shares of the Constituent Corporations, the Hoards of Directors of Potter Inc. and Porter Delaware by resolutions duly adopted at meetings called ami held for the purpose of considering such action, subsequent to the date of such approval by the stockholders of the Constituent Ccqiorntious and prior to the ctlcctive date of the merger, may dirert that the plan of merger ct forth herein shall lie mi-dilicd so as to eliminate therefrom all provisions concerning Thermoid ami the conversion of Thertnoid Common Stock, the aforesaid option of Warren K. Hill with respect thereto, and the addition of Messrs. \V. K. Hill, Jl. A. Kggcrss ami Ws S. (.amirs as Directors of the Surviving Corporation (resulting in a reduction in the uuntlier o( Directors front 9 to M. all as <ct fm-th in n modified Agreement and Joint Plan of Merger of even date herewith, executed on behalf of Porter Itu*. and Porter Delaware, so that as so modified tltr provisions of this Agreement shall he carried out to permit a merger of 1'urter Inc. and Porter Delaware. In order to facilitate tin* filing and recording of this Agterment. it i> hereby agreed that the s.-uue may lie executed, s'gtted. verified or acknowledged in triplicate counterparts, each uf which slutll cuustitule an original and shall he given iull force anil effect as an original. lx Witni-ss Wimu-mq pursuant to autltoritv dulv given In- tln-ir respective Hoards of Directors, this Agreement lias I wen executed ly the projer officers of II. K. Porter Company, Inc., !>v a majority oi CERTIFICATE OF THE SECRETARY OK T1IERM01D COMPANY A$ TO VOTE OF STOCKHOLDERS I. H. K. Moran, Secretary of Tuermoiii Company, a Delaware eoqmrntiou, herd))- certify, as said Secretary and under the seal of said corporation. that the Agreement ami Joint i'lan of Merger to which this Certificate is attached, after bavjng hern signed on behalf of said eoqmrntiou by a majority of the Directors thereof, having been signed on Ivciialf of 11. 1\. Poktkr Company ( Dki.awakk). a Delaware cuqiorntinu, hy all of the Divectors thc.venf. and having been signed on behalf of II. K. Porte* Company. Inc., a Pennsylvania cnqiorntiiui. Iiy its l'residem and Secretary, was duly submitted to the stockholders of said Thertttoid Company at a special meeting of stockholders called and held on Dccemk-r 10, Id.SS, separately from the meeting of stockholders of any other coi |mratiou, pur suant to written notice thereof to all of its stockholders. for the pur|Mie of con sidering and taking action upon said Agreement and Joint I'lan of Merger, tliat K25.J54 shares of stock of said coqioration on said date were issued and out standing and entitled to vote thereon, and that the holders of t/>7. ISU shares voted bv ballot in favor of said Agreement and Joint Plan of Merger ami that .1.1..VJ4 shares were voted against the same, the said affirmative vote representing more than two-thirds of the shares of the outstanding capital stock of said coqmration entitled to vote thereon and that thereby the Agreement and Joint Plan of Merger ;i> :>l said meeting duly adopted as the act of tin- sio^Uioldrrs of >ai<| Thcrmoid Company, and the duly adopted agreement of the said corporation. Witnkss my hand anti the seal of said Thcrmoid Company on this 10th day of December, 1958. [cnaroBATX seal] E. R. Moran Secretary 17 CERTIFICATE OF THE SECRETARY or II. K. PORTER COMPANY (DELAWARE) AS TO VOTE OF STOCKHOLDER I. I*\ A. Ukiiorst, Secretary of ii. K. Poktkr Gimvanv (Dki.awark). n Delaware coqioration, hereby certify, as such Secretary and under the seat of the said coqxiration, that the Agreement and Joint Plan of Merger to which this certifi cate is attached, after having been signed on behalf of said corporation Iy all of the Directors thereof. having been signed on behalf of Tumuium Company, a Dela ware corporation, l>y a majority of the Directors thereof, and having I>ccn signed on livitalf of If. K. Porter Company. Inc, a Pennsylvania coqxiration. liy its President and Secretary, was duly submitted to the stockholder of said 11. K. Porter Company (Delaware) at a social meeting of stockholders called and held on Decemlier 9, I95S, separately from Utc meeting of stockholders of any other corjmration. nfion Waiver of Notice, signed liy aid stoekhobler. for the purpose of emisiileriug nud taking action upon said Agreement ami Joint Plan of Merger, that S.fKXJ shares of stock of said corporation were on said dale issued and out standing and entitled to vote thereon, and that the holder of 5.0t*0 shares voted hy ballot in favor of said Agreement and Joint Plan of Merger ami that no shares were voted against the same, the said allirmaliee vote representing all >f the shares of the outstanding capital stock of said corporation entitled to vote thereon, and that thereby the Agreement and Joint Plan of Merger was at said meeting dtilv adopted as the act of the stoekhobler of said II. K. Porter Company t Delaware), and the duly adopted agreement of the said corporation: Witness my hand ami the seal of said 11. K. Porter Company (Delaware) on this 9th day of Decemlier, lySS. (rnKrtWATK SKAtd F. A. Kkhurst Secretary State ok Nkw Jersey Coi'NTV OK MERCER nil IT UliMllMnilRIil) that on this 10th div of December, A. D. 19W, jicr$nnally came before, me. Rosf. V. Dk Cara, a Notary Public in and for the County and State aforesaid. Warren E. flu.t., President of Tiif.rmoid Com pany, a Delaware cnr|ration and one of the cor|)orations dcscril)cd in and which executed the foregoing Agreement anil Joint Plan of Merger, known to me |icrsnnnlly to lie such. and he. the said Warren K. Him. as such President, duly executed said Agreement and Joint Plan of Merger liefnre me and acknowledged said Agreement and Joint Plan of Merger to lie the act. deed and agreement of said Thormoid Company, that the signatures of said President and the Secretary of said cor]Miration to said foregoing Agreement and Joint I 'Inn of Merger are in the handwriting of the said President and Secretary of ia- Thermoid Company. and that the seal affixed m said Agreement and Joint Plan of Merger is the common corporate seal of said corporation. f.v Witness Wiif.ri-.ok. I have hereunto set my hand and seal of office the dav and vear aforesaid. (notarmi. seal) Rusk. I'. Du Cara Notary Public Wii.iry i'uMU'tif Nvw jvr^vy My Kxpirc* July J4, J'Xil \ Com MONWK.M.ni OK PENNSYLVANIA 1 v Cot'MV OF A. l.I.LlHII.N V t[ ss.: Pfi IT A'/:il//:M/>/:A'/:/> that on this `Hh day of I>cceinl-r, \.I). I'l.iS. personally came before me.MtrriiKW U. Aiimst uonu. a NotaryPublic in and for the County and Commonwealth aforesaid, C. I.. Iloi.iiiiRr. President of II. K. Porter Companv, Inc., a Pennsylvania cor]mratinii ami one of the cor]iorations dvscriln'd in and which executed the foregoing Agreement and Joint Plan of Merger, known to me personally to Ik* -itch, and he. the said C. I.. Ilnt.tiKRT. as such President, duly executed said Agreement and Joint Plan of Merger liefnre me and acknowledged said Agreement and Joint Plan of Merger to lie the act. deed and agreement of said II. K. Porter Company. Inc., that the signatures of the said President and the Secretary of said coronation to said foregoing Agreement and Joint Plan of Merger are in the handwriting of said Pre-idcnt and Secretary of said II. K. Porter Com(*any, Inc., and that the -cal aitixed to nid Agreement and Joint Plan of Merger-is the common corporate seal of >aid cnr|mratinn. In Witness Wiii.kkok, I have hereunto ct my hand and seal of ollice the (lav and year afuresaid. I NOTARIAL SEAL) Matthew K. Akmstkom; Notary Public Muuii" It Akm'-oimvi:. \`nr\RV I'em.ie ITn-i'iui:l'. Mli elirnv O'limy. I'a Mj" t,i>iiinii*n*ii Icxpirc* May 14. I'JS'J 21 ( ii.M .MONWK.W.TII OK 1 K.VNSVI.VANIA ) . ss.: CtltlNTV OK Ai.i.kiuikny j lUl IT Is'liMUMlN'.h'liP Hint on this "th day of !lecruilier. A. I). IV5S, I |iersonally came before me. Mattiikw K. Ahmsihom;, a Notary I'nhlic in and for the Comity and Commonwealth aforesaid. C. I.. llot.MKur, i'resident of I!. K. I'oktkn Companv ( Dki.awa*k), a Delaware cor|oralion and one of the n>r|n>rati>ns dcserilied in and which executed the foregoing Agreement and Joint l'Ian of Merger, known to mo (>ersonally to U* such, and lie, tin* said C. I.. I Ioi.hkkt I as such President, duly cxecttled said Agreement and John plan of Merger Iwfnre me and acknowledged said Agreement and Joint I'lan of Merger to In* the act. deed and agreement of said II. K. I'orter Coni|nv (Delaware), that the signatures of said I'resident and the Secretary of said cor|Hiration to said foregoing Agreement and Joint I'lan of Merger are in the hatidwi iting of the said I'icsidcnt and Secretary of -aid II. Is. I'orter Cnni|iatty (Delaware), and that the seal allised to said Agreement and Joint Plan of Merger is the common corjmratc seal of said cnrjmratiou. I Is Witness Wiikkkoe. f have hereunto set my liand and seal of nllice the dav and vear aforesaid. [notariai. scal| Mattiikw U. Armstrong Notary .TuMir Mattiikw It. Armtinis-i:. Notary* IVai.ic' I'ill.l'iircli. AIIicImiit County. Pa M v CouiimsdiHi Kxpircs May 14. I y PUN OF LIQUIDAT ION SOUTHERN ASBESTOS COMPANT a Delaware corporation Southern Asbestos Company, a Delaware corporation (hereinafter called "Southern"), has an authorised capital of 56,090 shares of common stock of the par value of $Jj.OO per share, 56,070 shares of which are issued and outstanding. Of the 56,070 shares of common stock of the par value of $lx.00 per share issued and outstanding, Ixix,818 shares' are owned by H. K. Porter Company, Inc, a Delaware corporation (hereinafter called "Porter"), and 11,252 shares are owned by others (hereinafter called "Other Stockholders"), Southern is in all respects solvent, * Southern and Porter desire that Southern be liquidated and that all of Southern's property and assets be distributed in complete liquidation of Southern and in complete cancellation or redemption of all of Southern's shares in accordance with the following Plan of Liquidation: 1, 2* 3. ** lx. 5. Southern shall cease to do business on or before the close of business on December 31/ 1959, and thereafter confine its activities to winding up its affairs and dissolving. _ Each of the Other Stockholders, owning in the aggregate 11,252 shares of the issued and outstanding common stock of Southern, shall, in cancellation and redemption of their shares upon distribution under (U) hereof, receive cash according to their respective rights and in proportion of their interests in the property and assets of Southern, which is determined to be $16.19 cash for each of said 11,252 shares owned by Other Stockholders. The cash to be distributed to Other Stockholders shall be distributed by Southern to Mellon National Bank and Trust Company, Smithfleld Street, Pittsburgh 29, Pennsylvania, as custodian for the Other Stockholders, when distribution under this Plan is made and shall be paid out by said custodian to the Other Stockholders, respectively, upon their surrender to said custodian of the cancelled and redeemed certificates that represented their shares of capital stock of Southern. Porter, owner of lrit,9l6 shares of the issued and outstanding common stock of Southern, shall surrender the certificates representing all of said shares of common stock to Southern for cancellation or redemption upon the receipt of all the property and assets of Southern (except cash reserved to pay Other Stockholders), subject to all of Southern's liabilities which shall be assumed by Porter. The distribution by Southern of all of its property and assets under this Plan shall be made forthwith when Southern ceases to do business and confines its activities to winding up its affairs and dissolving, and on or before December 31, 1559. Southern shall take such steps and do such things as are necessary to wind up its affairs, dissolve and distribute all of its property and assets under this Plan. AND ASSUMPTION oT~LIAUILITIES KNOW ALL MEN BY THESE PRESENTS: That SOUTHERN ASBESTOS COMPANY, a Delaware corporation (hereinafter called "Transferor"), In accordance with Plan of Liquidation of said corporation and in complete cancellation of its capital stock, owned by H. K. PORTER COMPANY, INC., a Dela ware corporation (hereinafter called "Transferee"), ana for the asoumotion by Transferee of all debts, liabilities and obligations of the Transferor as hereinbeiow provided, has assigned, trans ferred, and set over and does hereby assign, transfer, and set over unto the Transferee, its. -successors and assigns, FOREVER: All of the Transferor's business, property and assets cf every kind and nature and wheresoever situated, whether tangible or intangible, and all right, title and interest of the Transferor therein and thereto, including, without limiting the generality of the foregoing,all land, buildings, machinery and equipment, draw ings, parts and appliances; all furniture and fixtures and ail vehicles, including automobiles and trucks; all inventory, finishe goods, raw materials, work in process, merchandise, products, supplies and stores; all United States and foreign trade-marks, trade-rights and trade-names of every sort and kind, belonging to the Transferor and its business, and the good will thereof, and oh. right to continue said business and to use said good will and the corporate title, SOUTHERN ASBESTOS COMPANY, or any similar title, arid the exclusive right to use all of said titles, trade-marks, trade-ri tfht.s ami trade-names In carrying on the said or any other busInes : all rli'.Mbs to the cornorate title, SOUTHERN ASUS iU*tVl'If J \ *%t or any similar title; ail United States and forci rights, applications for copyrlPhis, patents, applications pat-, nts n-itr ni. rlr.htn, natrnt I 1 e n.-vr. nnd ..... . This instrument is delivered pursuant to Plan of Liquidation of the Transferor duly approved and adopted by the Transferor and by the Transferee. y IN WITNESS WHEREOF/ the Transferor has caused these presents to be duly executed by its duly authorized officers this 1st day of December, 1959. ATTEST: <9 k SOUTHERN ASBESTOS COMPANY -- Secretary 3y ~ President STATE OF PENNSYLVANIA COUNTY OF ALLEGHENY ) SS Before mo, a Notary Public in and for said County and State, personally appeared the above named SOUTHERN ASBESTOS COMPA* by C. L. HOLDER'!', its President, and E. R. MORAN, its Secretary, who acknowledged that they did sign the foregoing instrument and that the same is the free act and deed of said corporation and the free act and deed of each of them personally as such officers. ,, IN TESTIMONY WHEREOF, I have hereunto set my hand and official seal at Pittsburgh, Pennsylvania, tills 1st day of Decembe 1959. WANK A. r.FtO.rT. t'.ohiv iin-Miirm,i. AUim'Cfit r.himiy S'J / j -'O Cs 0. <><- C-'dc, TTotary Public The foregoing is hereby accepted and agreed to this 1st day of December, 1959. ATTEST: & Secretary It. K. i'CHTEH COMPANY, INC. By "* -------Pres t den r.