Document o9dDoEZ6ormqgY8kqqp6J0bz3

4 AGRScUEN? made this 9th day of tfay, 1959, with an effective da*- as of tha closa of business on April 30, 1959, betwean CR/ENS-ILLINOIS GLASS COilPANf, an Ohio corporation, hereinafter called "0-1," and OftSNSCORNING FIBERGLAS CORPORATION, a Delaware corporation, hereinafter called "OCF." In consideration of the mutual promises nerein contained, the parties agree as follows: 1. 0-1 hereby sells to OCF certain of the properties, herein after more particularly described, of the Kaylo Division of 0-1 on the following terms and conditions. 2. The term "Products" wherever it appears in this Agreement means hydrous calcium silicate products of ths type heretofore manu faetured by 0-1 at Berlin, New Jersey, and coaaonly referred to as "Kaylo." OCF hereby purchases the inventories of raw nterials for the production of Products, Products in process of manufacture, finished Products in warehouse, and the manufacturing supplies and repair parts at the Kaylo plant at Berlin, New Jersey, all as of the close of business on April 30, 1959, for an segregate consideration of i633,661.LI which OCF agress to pay in Toledo funds upon the execution of this Agree ment. 3* OCF hsretoy purchases all trademarks relating exclusively to Kaylo owned by 0*1, including trademarks set forth on ths attached Schedule A, for an aggregate consideration of $17,500.00, which OCF agrees to pay in Toledo funds upon ths execution hereof. A. OCF hereby purchases as of the close of taslness on April 30, 1959, the land, buildings, machinery and equipment, including facilities under construction, office furniture, fixtures and equipment and automotive equipment, all located at Berlin, New Jersey; equipment at o trier locations used solely for testing Products or research in con nection therewith, for an aggregate consideration of 53,600,000.00, which OCF agrees to pay in Toledo funds upon the execution hereof. 5. OCF hereby purchases all inventions, patents and patent applications, both domestic and foreign, owned by 0-1 at the close of business on April 30, 1953, defining Products, or processes or apparatus for the manufacture thereof, including but not limited to the patents and applications listed on the attached Schedule B, for an aggregate consideration of 52,650,COO.00, which OCF agrees to pay in Toledo funds upon the execution hereof* 6. OI hereby assigns to OCF all of the executory contracts as of May 1, 1953, of the Kaylo Division, ineluding those for the pur chase or sale of goods, materials, equipment, supplies and capital assets, agreements with labor unions, consultant agreements and all other con tracts having to do with the conduct of its business (excepting, however, accounts receivable arising from goods supplied, services rendered or other transactions prior to May 1, 1953) and OCF agrees to perform and discharge all executory obligations under such contracts (excepting, however, any obligation for goods supplisd or services rendered prior to that date, these obligations remaining the responsibility of O-I and ex cepting the obligation, if any, of 0-1 to pay compensation to any salaried employee of its Kaylo Division by reason of the termination of his employment by 0-1), and will save 0*1 harmless from any and all claims of any third person or porsons for aiy breach, after aeeignment -3 thereof, of any agreement so assigned. 0-1 will save XF harmless from any and all claims for any breach, prior to assignment thereof, of any agreement so assigned, and for the breach of all warranties and agree ments relating to goods delivered prior to May 1, 1958. 7. O-I will permit XF to have such access as XF may desire to the books, records, contracts, orders, files and properties of the Kaylo Division, and as promptly as practicable 0-1 will deliver to XF all books, records, contracts, orders and files of the Kaylo Division, except such as 0-1 desires to retain, and as to these, 0-1 will make and deliver to XF copies of ary XF desires. 6. O-I will turn over to OCF as promptly as practicable the files and records relating to all domestic and foreign patents, applica tions and inventions transferred to XF. O-I will cooperate in making available other pertinent files and records, and O-I will cooperate in assisting OCF to prosecute pending applications and to file and prosecute additional applications on inventions transferred as XF may elect. 9. O-I will deliver to OCF as promptly as practicable all deeds, bills of sale, assignments, and any other documents that are necessary or advisable to carry out the purposes of this Agreement. All titles to be conveyed by O-I hereunder ehall be free, clear and unen cumbered, except for the lien of taxes and assessmsnts not due and pay able on May 1, 1958, and except for defecte in title to real estate which do not and will not substantially intarfere with the use of real estate for the purpose for which it is presently used, and transfers thereof shall be made by deeds and bills of sale of general warranty, accompanied by appropriate abstract, report of title or title insurance policy showing real estate titles to be good and mercnantable in 0-1, free, clear and unencuabered except as aforesaid. 0-1 makes no representation or warranty whatsoever, except as to title, as to personal property sold to OCF, nor as to the validity or scope of any patent or patent application, nor as to the rights OCF will acquire under any trademark or trade name. All documents contemplated hereby and all necessary corporate action shall be subject to the reasonable approval of respective counsel. 0-1 and OCF will each pay its own expenses in connection with the transaction herein contemplated* 10. The possession, use and disposition by 0-1 of the assets sold to OCF from the close of business on April 30, 1958, until the consummation of the sale herein contemplated shall be at the risk, and for the account, of OCF; 0-X will account to OCF for any excess of its receipts therefrom over its disbursements in connection therewith or OCF will reimburse -1 for any excess of such disbursements over such receipts, as the case may be, as promptly as the balance can be determined* 11. Any controversy or dispute arising out of this Agreement shall be settled by arbitration conducted in accordance with the rules, in effect at the time the controversy or dispute arises, of the American Arbitration Association. 12. This Agreement shall be governed and construed in accord ance with the laws of the State of Ohio applicable to contracts aado and to be performed in the State of Ohio* 13* Tbs several rights tod obligations hereunder shall ex tend to and be binding on <^I, OCF and their respective successors and - t' assigns, but no tnird person, except for such successors and assigns, shall hare or acquire any right hereunder. Ui WITNESS V*HEREOF, the parties have executed this Agreement and affixed their corporate seals by their duly authorized officers on tr.e day and year first above written. aVENS-ILLINOlS GIaSS C01XPANI ATTEST By President Secretary OriXNS-CCRKDJG /fllBERGLAS CORPORATION C oecretary f t srrrtTS a tv.? cr Triin-iTar!; Kiylo K*rlo so tfeit?d StitM r-rgistuwJ.ca ffo. to,78S 563.^3 !9*SSO PtttO 6/10/K 0/26/52 V V57 T*yJ* ttyOo riy.lo i::;r.|..,rtratJ.ga T?. Gre*r? UrWata 7SO.#>T Grcrt ssrit'iia Tfo,5TS a.y 12/3l/;5 12/31/55 8CB75UL2 B bctc Ttyrr.r? w ?ask? appuca^xotb 1, railed Str\tc ntsnts ratggt He* 2,425,610 2,439,72* HB.23,223 2*534,303 2,:0,354 2,547,127 2,570,83? 2,574,667 2,665,5*6 2,7^8,008 2,7^,345 2,788,304 Swatcr Flaler Finley Ftbjwt Serial* StlAca Kelcosafe V.3GBC7, ft *1 S&B9& Ealecscfc Falcate* Sectbier, t *1 Ssoratt Igeaa Ss'fca 8-12-47 4-l>?8 >9-50 12-19-50 2-6-51 4-3-51 10-9-51 11*13-51 1-13-34 5-29-56 4-2-57 4-9-57 fi* gwsglOT T&iteA gtracs Ag?X<rstiqaa Serial He* Seraiter 675,052 6?1,?*3 'S7,6*>5 501,705 50% 310 515,^7 516,580 52,0lt m526,8W50 sfitwr 560,*3 680,795 6SMS3 632,012 643,201 705,772 652,112 702,061 &:g >5,066 SJsbcf CsuMer ?qrls? ssaemi SscMe* SHMsa Fie Sixtm dleewfc Ssasrs JfcntfsU Siam Slspeea Tsylar Taylor niomk Seubier Trylor Coiay Jtattart Sheswi Shram MaVetil Filins Pate 8-19-57 14-22-57 3-a?-55 4-15-55 4-27-35 6-14-55 6-2>55 7-14-55 7-22-55 8-8-55 8-16-55 10-6-55 12-19-55 1*80-56 11*7-56 11*89-56 1-8-57 3-1*57 12-30-57 4-11*57 12-U-5T 10-88*57 3-85-58 >8T-53 / 3 ToreliP ftfteaU end ArpU^t-loc* Serial ffo (a) Australi*.: (*) Belfflw (e) Cuadss (&) FWacat >669,550 "T7UlV( (c) OcrTray: 305* ITb/121 (f) Croat irltala: 3To m/m (,) SollcaAt 190,556 130,863 fttect Vo, l63,*X9 **5,59? 522,337 531,9X2 531,*$7 R531,591 7-12-5* 7-12-5*: 1 -z'- <? 502,677 5*0,321 5*0.322 *9?,ao8 *88,379 S7*,332 1,081,310 1,U2,*98 1,112,398 l^U.,210 1,026,567 959,797 6-10-53 8-26-56 97,8C5 1,C05.*33 1,012,877 ess,**? 7*a,l*5 769,030 775,93# 767,761 702,057 6*6,680 9-6-5* 846-56 Iggiw VRt9 7-3-53 U-13-i 8-25-53 9-17-5* 5-15-5* 9-2-5* 12-35-50 1-14-46 5-18-5* *-30-57 *-J>57 1-12-5* 12-2-32 10-3S-U 7-13-33 9-1*-5* 11-16-55 8-31-5* 2-*-53 I-9-W 8-18-53 9-7-5* II-12-57 !0-5-*8 6-29-53 8-30-5* 3-15-57 e-20-5* 10-18-50 11-29-50 8-16-57 6-16-56 (fe) Italy* (1) feetaa; wIIuI Sgglftl flfr ytling Pt T*tact 531.556 563,519 533,115 S-3&-53 *28.56 8-37-56 160,529 Iscw Pe.t^ 8-31*5^ 8.30-5'* 7-U-57 J* Owens-Illinois GENERAL OmCES TOLEDO 1, OHIO Cwens-Ccrnir.g Fiberglas Corporation P. 0. Box 901 Toledo 1, Ohio May 9, 1953 Gentlemen: V.'e have this day sold to you certain of the properties of our Kaylo Division as of the close of business April 10, 1958* This letter summarizes the procedure that will be followed with regard to the em ployees of the Xaylo Division* You agree to assume any obligations which we may have with regard to payment of vacation pay to aiqr hourly employees of the Kaylo Division who become your employees, and we will reimburse you in an amount equal to the amount properly accrued, as of Hay 1, 1958, on our books in accordance with our regular accounting practice for vacation pay for such employees. V7ith reference to such of our personnel as become your em ployees, you and we will cooperate in an effort to secure the transfer to the trust under your retirement plan, for the benefit of such ployees, in accordance with the provisions of our retirement plans and to the extent permissible thereunder, of the funds held for the benefit of such employees in the trusts under our plsns, without effecting, how ever, the present qualification under the provisions of the Internal Revenue Code of 195U of all such retirement plana end the tax exempt status of the trusts thereundsr and without providing aigr bsnsfits under your retirement plan other than such as are available to your -2- present employees similarly situated, and provided, however, that there shall be no transfer of funds hereunder as to ary of such personnel who shall not qualify under your retirement plan. The agreements made above shall extend to and be binding upon each of us and our respective successors and assigns, but no third person, except for such successors and assigns, shall have or acquire any right to enforce these agreements against either of us. If this proposal meets with your approval, please note your acceptance on the fora provided at the end hereof and on the duplicate original enclosed herewith, and return the duplicate original to us. fours wry truly. OCENS*ILLINOIS CUSS COKPANT Accepted* day 9, 195 /wtma AdMiviM i.i CORPORATION K. R. WI5!08 Jinancicl Tieo-Preeideat mr 9# 19 OwraeXllln<'lo Closo Ccrvany Toledo, OMo Qeatlsreni ]B MMGtlM Vlth th* Ml* %J JOB tO Bi %0tsf, U of tte close of buelncM en RprSI 30# 1930# sf eortaia of tBe OMto end jsopertio* of jovr Xejlo Olvietea end la wntffiT otlco of joi9 possession, van end dlfpoelttea of oofih mta tn\ jtw ortratlen of oveH prersrtlto for ear oeooiBl for tto period frm the else* of Oastocos os April JO, 1930# 9s ths eeamistlm of tuck #*lo, so Owofcj sgroo Os IndraUQr job 6*iaot, end m jnu hmltre fm# o snd oil federal, rats or low* tsana, ifioludin* tones as isoane# wd IMlBft* mg ae* Mi ill po^altito o& lntoroet en mr soek torn, fiia rr7 So lorled or eoriart assist job Bj room of poor poemrlco, boo or disposition of eoeh eoeoto or for operatic* of ouch properties dorlaf seek period* 't "V ? , 1958 The Toled> Trust Company 24? Sua&lt Street Toledo, Ohio Attention: Mr* Howard Aunsnd Ret OweniZ21inoit Service Retlrerent T*ust Owens-Illinois Contributory Retirement Trust Gestleaeas Ovuna-Zllinois Gloss Ccepeay bos today sold to Ovens-Corning Flberglas Corporation certain of tbs properties of the Jbgrlo Division of Ovens*Ulinoisj both parties contemplate that the eapioyaeut of subetantiaUy all of the personnel of that Division, including those vfao are participants under the Owens-Illinois Service Retirement Una sad Owens-Illinois Con* tributary Jtetirement Tien, will he transferred froa Perns Tlllnnls to Ovens-Corolag* Zn connection vith such transfer of eaployant, Oveno-ZUlaola sad Owens-Coming have agreed as fallows* with reference to euch of our personnel ss bacons pour e^loyees, you and vs vlll cooperate la an effort to secure the transfer to the trust wtfsr your retlrenent plea, for ths benefit of euch employees, la accordance vlth ths provisions of our rstlreaeat plans and to ths extent pemissible there* under, of the funds held for ths benefit of such e^loyees la ths trusts under our plans, without affecting, however, ths prsssat ruallflctttlao under ths provlslaBS of the Intsnul Revenue Cods of l&k of all such retimes* plans sod the tea eraipt status sf ths trusts thereunder sad vithout providing any benefit* under your mil--nt plea other thaa such as are avuUahls to your present es siadlarly situated, sod provided, however, that there shall be no transfer of fends hereunder as to soy of such parse--1 who --11 not --life under your rutin--st plan* m warn notify you that ws Intend to osrry out euch a--eaent la accords-- with ths provisions of Article ZZZ, lection 7, of ths Ovens* Illinois firvim Klre--ut trust A----at and Article ZZZ, lection 8, sf ths IT-- Tlllmts Contributory fetlr--at trust Am--at* <? J0 AAA***, dm I