Exhibit 2(g)
SCHEDULES
TO
ASSET PURCHASE AGREEMENT
DATED JANUARY 18, 2002
BY AND AMONG
SPINNAKER INDUSTRIES, INC.,
SPINNAKER COATING, INC.,
SPINNAKER COATING-MAINE, INC.
AND
SP ACQUISITION, LLC
Unless otherwise indicated, the terms used herein have the meanings
given to them in the Asset Purchase Agreement.
Inclusion of an item in these Schedules or delivery of a document
pursuant to these Schedules or the Asset Purchase Agreement is not an admission
of materiality with respect to the item or document.
Titles of Schedules used herein are for reference only and are not in
lieu of their respective definitions in the Asset Purchase Agreement. Although
information set forth in these Schedules specifically refers to the paragraph of
the Asset Purchase Agreement to which such information is responsive, such
information shall be deemed to have been disclosed with respect to any other
paragraph of the Asset Purchase Agreement to the extent that such information in
its context, without more, would clearly put the Buyer on notice of an exception
to a representation or warranty set forth in such other paragraph of the Asset
Purchase Agreement.
Schedule 1(f)
TRANSAMERICA ENCUMBRANCES
Spinnaker Industries, Inc Transamerica Business Credit Corporation, Blanket Lien
Spinnaker Coating, Inc. as Agent
Spinnaker Coating-Maine 0000 X. Xxxxxxx Xx.
Xxxxxxxx, XX 00000
TRANSAMERICA ENCUMBRANCES RELATING TO REAL ESTATE
1. Open-End Mortgage, Assignment of Rents and Security Agreement for
Xxxxx-Bridge Industries, Inc. nka Spinnaker Coating, Inc., successor by
merger, to Transamerica Business Credit Corporation, dated October 27,
1999, filed for record November 1, 1999 at 2:52:32 PM and recorded in
Volume 1108, Page 124, Miami County, Ohio Records to secure the
original principal amount of $3,135,000.00.
2. Financing Statement No. 57629 showing Spinnaker Coating, Inc., as
debtor, and Transamerica Business Credit, as secured party, filed
August 18, 1999 in Office of Recorder of Miami County, Ohio.
3. Financing Statement No. 57681 showing Spinnaker Coating, Inc., as
debtor, and Transamerica Business Credit Corporation, as Agent, as
secured party, filed August 30, 1999 in Office of Recorder of Miami
County, Ohio.
4. 31. UCC-1 Financing Statement No. U-0058064 showing Spinnaker Coating,
Inc., as Debtor, and Transamerica Business Credit Corporation, as
Agent, as Secured Party, filed in Miami County, Ohio on November 1,
1999 at 2:55:11 PM.
Schedule 2(a)(i)
PERMITTED ENCUMBRANCES
DEBTOR SECURED PARTY COLLATERAL DESCRIPTION
------ ------------- ----------------------
Spinnaker Coating, Inc. Pace Local 1-1069 Assets of SCMI located in Maine.
x/x Xxxxxxxx X.X. Xxxx, Xxx. (State of Maine Superior Court
000 Xxxxxxxx Xxxxxx Civil Action
Xxxxxxxx, XX 00000 Order Approving Second Motion
for Attachment and Trustee
Process - $118,500)
Spinnaker Coating, Inc Xxxxxxx Financial Services Equipment
0000 Xxxxxxxx Xx.
Xxxxx Xxxxxx, XX 00000
Spinnaker Coating, Inc Crown Credit Company Equipment and Lift Truck
00 X. Xxxxxxxxxx Xx.
Xxx Xxxxxx, XX 00000
Spinnaker Coating, Inc. Leasing One Corporation Equipment
X.X. Xxx 000
Xxxxxxxxx, XX 00000
Spinnaker Coating, Inc Hewlett-Packard Company Equipment
Finance & remarketing Division
00 Xxxxxxxxx Xxxxxx Xxxx.
Xxxxxxx, XX 00000
PERMITTED ENCUMBRANCES RELATING TO REAL ESTATE
1. Taxes and assessments for the tax year 2002, which are a lien, but not
yet due or payable and subsequent years.
2. Title to that portion of the property within the bounds of any roads or
highways.
3. Any inaccuracy in the specific quantity of acreage contained on any
survey, if any, or contained within the legal description of premises
insured herein.
4. Easement rights retained by the public utility and/or railroads,
pursuant to Ohio Revised Code Section 723.041.
Schedule 2(a)(i) cont'd
5. Right of way and easement for water line granted to the City of Troy,
Ohio by instrument dated April 7, 1971, filed April 26, 1971 at 2:50 PM
and recorded in Deed Book 480, Page 80 (As to Inlot 7827).
6. Sewer easement granted to the City of Troy, Ohio, by instrument dated
July 21, 1939, filed July 24, 1939 at 11:20 AM and recorded in
Miscellaneous Record 6, Page 106 (As to Inlot 7827).
7. Right of way and easement for the transmission and/or distribution of
electric energy, including underground facilities, if any, granted to
The Dayton Power and Light Company by instrument dated March 31, 1981,
filed April 30, 1981 at 11:03 AM and recorded in Deed Book 556, Page
413 (as to Inlot 6892).
8. Easement for the construction, operation, maintenance, repair,
replacement, or removal of water, sewer, gas, electric, or other
utility line or services and for the express privilege of removing any
and all trees or other obstructions to the free use of said utilities
and for providing of ingress and egress to the property for said
purposes as shown on the plat of Miami County Industries Park-Section 2
as recorded in Plat Book "12", Page 137 (As to Inlot 6892).
9. Building restriction line of 30 feet from Marybill Drive as shown on
the recorded plat of Miami County Industrial Park-Section 2 as recorded
in Plat Book "12", Page 137 and Miami County Industrial Park-Section 3
as recorded in Plat Book "13", Page 137 (As to Inlots 6892 and 7112).
10. Reservation of easements for utility installation and maintenance (and
drainage) affecting the Westerly (rear) 20 feet, Southerly 10 feet and
Easterly 10 feet of caption premises, as shown on the recorded plat of
Miami County Industrial Park-Section 2 as recorded in Plat Book "12",
Page 137 (As to Inlot 6892).
Drainage Note: The City of Xxxx does not accept for maintenance any
unpaved areas within any open storm drainage easements shown on this
plat, and is not obligated to maintain or repair any unpaved channels
or slopes in said easements. The easement area of each lot and all
improvements in it, excepting concreted or paved areas as required by
City of Troy standards, shall be maintained continuously by the owner
of the Lot. Within these easements no structure, planting, fencing,
culvert or other materials shall be placed or permitted to remain which
may obstruct, retard, or change direction of water flow through the
drainage channel in the easement.
NOTE: Building, gravel, asphalt paving and concrete dock and wire fence
on the insured premises encroaches on said easements as shown on Plat
of Survey by Xxxxx X. Xxxxxxxx, Ohio Registered Surveyor No. 7937
(Xxxx, Xxxxx & XxXxxxxx Job No. S4155) dated September 17, 1999.
Schedule 2(a)(i) cont'd
11. Reservation of easements for utility installation and maintenance (and
drainage) affecting the Westerly (rear) 20 feet, Northerly 10 feet and
Easterly 10 feet of caption premises, as shown on the recorded plat of
Miami County Industrial Park-Section 3 as recorded in Plat Book "13",
Page 137 (As to Inlot 7112).
Drainage Note: Same as No. 11 above.
NOTE: Fence on the insured premises encroaches on said easement as
shown on Plat of Survey by Xxxxx X. Xxxxxxxx, Ohio Registered Surveyor
No. 7937 (Xxxx, Xxxxx & XxXxxxxx Job No. S4155) dated September 17,
1999.
12. Restrictions contained on the recorded plat of Miami County Industrial
Park-Section 3 as recorded in Plat Book 13, Page 137 of Miami County
records are as follows: "The Restrictive Covenants and Development
Standards for this development shall be the same as shown on Miami
County Industrial Park-Section 1, which is filed in Miami County
Recorder's Record of Plat Book 12, Pages 48 and 48A (As to Inlot 7112).
13. Restrictions appearing of record in Deed Book 605, Page 890 (As to
Inlot 7112).
14. Possible easement for Electric Tower as shown on Plat of Survey by
Xxxxx X. Xxxxxxxx, Ohio Registered Surveyor No. 7937 (Xxxx, Xxxxx &
DeNaples Job No. S4155) dated September 17, 1999 (As to Inlot 7827).
15. Encroachment by Concrete/waste water pretreatment aeration tank upon
premises adjacent to the North as shown on Plat of Survey by Xxxxx X.
Xxxxxxxx, Ohio Registered Surveyor No. 7937 (Xxxx, Xxxxx & XxXxxxxx Job
No. S4155) dated September 17, 1999 (As to Inlot 7827).
16. Possible easement for Overhead Electric affecting insured premises as
shown on Plat of Survey by Xxxxx X. Xxxxxxxx, Ohio Registered Surveyor
No. 7937 (Xxxx, Xxxxx & XxXxxxxx Job No. S4155) dated September 17,
1999 (As to Inlot 7827).
17. Easement for Storm Drain pursuant to ORC 723.041 affecting insured
premises as shown on Plat of Survey by Xxxxx X. Xxxxxxxx, Ohio
Registered Surveyor No. 7937 (Xxxx, Xxxxx & XxXxxxxx Job No. S4155)
dated September 17, 1999 (As to Inlot 7827).
18. Easement for water main pursuant to ORC 723.041 affecting insured
premises as shown on Plat of Survey by Xxxxx X. Xxxxxxxx, Ohio
Registered Surveyor No. 7937 (Xxxx, Xxxxx & XxXxxxxx Job No. S4155)
dated September 17, 1999 (As to Inlot 7827).
19. Possible easement for Sanitary Sewer affecting insured premises as
shown on Plat of Survey by Xxxxx X. Xxxxxxxx, Ohio Registered Surveyor
No. 7937 (Xxxx, Xxxxx & XxXxxxxx Job No. S4155) dated September 17,
1999 (As to Inlot 7827).
Schedule 2(a)(i) cont'd
20. Encroachment by wrought iron fence appurtenant to insured premises onto
property adjoining on the South as shown on Plat of Survey by Xxxxx X.
Xxxxxxxx, Ohio Registered Surveyor No. 7937 (Xxxx, Xxxxx & XxXxxxxx Job
No. S4155) dated September 17, 1999 (As to Inlot 330).
21. Encroachment by sign post appurtenant to insured premises onto Marybill
Drive as shown on Plat of Survey by Xxxxx X. Xxxxxxxx, Ohio Registered
Surveyor No. 7937 (Xxxx, Xxxxx & XxXxxxxx Job No. S4155) dated
September 17, 1999 (As to Inlot 6892).
22. Possible easement for electric and telephone affecting insured premises
as shown on Plat of Survey by Xxxxx X. Xxxxxxxx, Ohio Registered
Surveyor No. 7937 (Xxxx, Xxxxx & XxXxxxxx Job No. S4155) dated
September 17, 1999 (As to Inlot 6892).
23. Encroachment of wire fence by property adjoining on the west affecting
insured premises as shown on Plat of Survey by Xxxxx X. Xxxxxxxx, Ohio
Registered Surveyor No. 7937 (Xxxx, Xxxxx & XxXxxxxx Job No. S4155)
dated September 17, 1999 (As to Inlots 6892 and 7112).
24. Financing Statement No. 52672 showing Xxxxx-Bridge Industries, Inc., as
debtor, and First Capital Leasing, as secured party, filed September
25, 1997 in Office of Recorder of Miami County, Ohio.
25. Financing Statement No. 55890 showing Spinnaker Coating, Inc., as
debtor, and Crown Credit Company as secured party, filed December 1,
1998 in Office of Recorder of Miami County, Ohio.
26. Financing Statement No. 56233 showing Spinnaker Coating, Inc., as
debtor, and Crown Credit Company as secured party, filed January 15,
1999 in Office of Recorder of Miami County, Ohio.
27. Financing Statement No. 57073 showing Spinnaker Coating, Inc., as
debtor, and Hewlett-Packard Company Finance & Remarketing Division, as
secured party, filed May 27, 1999 in Office of Recorder of Miami
County, Ohio.
Schedule 2(a)(xviii)
DESCRIPTION OF OTHER ACQUIRED ASSETS
SPINNAKER COATING, INC. (TROY, OHIO)
Real Property Located in Troy
Plant 1: 000 Xxxx Xxxxx Xxxxxx, Xxxx, Xxxx, 00000
Plant 2: 000 Xxxx-xxxx, Xxxx, Xxxx 00000
Personal Property
Xxxxx Cash
Cash in Bank Accounts
Apartment Deposit
Deposit with Ohio Bureau of Workers Compensation
Trade Accounts Receivable
Miscellaneous Receivables
All Rights to That Certain Agreement Dated August 3, 1999 By and
Between Ivex
Packaging Corporation and SCI
All Patents listed on Schedule 7(h) hereof
Furniture, Fixtures, Office and Lab Equipment
Machinery & Equipment, Computer Hardware & Software
All Inventory, No Matter Where Located
Benefits of Prepaid Expenses
Educational Loans Receivable
Trade Name
SPINNAKER COATING-MAINE, INC.
Real Property
None
Personal Property
Cash in Bank Accounts
Dental Claims Deposits
Trade Accounts Receivable
All Rights Under that Certain Asset Purchase Agreement Dated May 14
2001 By and Among Xxxxx Xxxxxxxx Corporation, SCMI and SCI
Furniture, Fixtures, Machinery and Equipment
All Inventory, No Matter Where Located
Trade Name
SPINNAKER INDUSTRIES, INC.
Real Property
None
Schedule 2(a)(xviii) cont'd
Personal Property
Cash in Bank Accounts
Benefit of Prepaid Insurance
Trade Name
SPINNAKER ELECTRICAL TAPE COMPANY
Personal Property
Trade Name
Schedule 3(c)
ALLOCATION OF PURCHASE PRICE
In accordance with Section 3(c).
Schedule 3(d)(i)
TARGET STATEMENT OF NET WORKING CAPITAL
AS OF FEBRUARY 28, 2002
CURRENT ASSETS
Accounts Receivable (net) $12,547,000
Inventory (net) 14,351,000
Prepaid and Other Current Assets 65,000
-----------
Total Current Assets $26,963,000
CURRENT LIABILITIES
Accounts Payable $ 4,400,000
Accrued Liabilities 3,461,000
Working Capital Revolver 15,902,000
-----------
Total Current Liabilities $23,763,000
-----------
Target Net Working Capital $ 3,200,000
===========
Schedule 4(b)(ii)
ASSUMED PREPETITION LIABILITIES RELATED TO CUSTOMER CLAIMS
AND REBATES, TAXES AND EMPLOYEE BENEFITS TO THE EXTENT
APPROVED BY THE COURT AND NOT SATISFIED BEFORE CLOSING
Liability Amount Assumed
Accrued Customer Claims & Rebates $ 955,000
Accrued Real Estate and Personal Property Taxes 103,000
Accrued Employee Benefits 1,535,000
----------------
Total $ 2,593,000
================
Schedule 4(b)(iv)
ADDITIONAL PRE-PETITION LIABILITIES
Liability Amount Assumed
Utilities $ 350,000
xpedx 850,000
Freight 350,000
Critical Vendor Contracts 425,000
Reclamation Claims 500,000
----------------
Total $ 2,475,000
================
Schedule 7(b)
CONFLICTS/CONSENTS: SELLERS
None.
Schedule 7(d)
EXECUTORY CONTRACTS; ASSIGNED CONTRACTS
AT&T Service Agreement - Webhosting
Suite 1800 Purchaser
0 Xxxxx Xxxxxxxx Xxxxx
Xxxxxx, XX 00000
AT&T Service Agreement - Internet Access
Suite 1800 Purchaser
0 Xxxxx Xxxxxxxx Xxxxx
Xxxxxx, XX 00000
AT&T Service Agreement - 1-800 Numbers
Suite 1800 Purchaser
0 Xxxxx Xxxxxxxx Xxxxx
Xxxxxx, XX 00000
AT&T Service Agreement - VPN Access
Suite 1800 Purchaser
0 Xxxxx Xxxxxxxx Xxxxx
Xxxxxx, XX 00000
Xxxxxxx, Xxxxx X. Employment Contract
000 Xxxx Xxxxx Xxxxxx Xxxxxxxx
Xxxx, XX 00000
Xxxxxxx, Xxxxx X. Xxxxxxxxx Agreement
000 Xxxx Xxxxx Xxxxxx Xxxxxxxx
Xxxx, XX 00000
Xxxxxxx, Xxxxx X. Special Compensation Agreement
000 Xxxx Xxxxx Xxxxxx Xxxxxxxx
Xxxx, XX 00000
Beigie, Xxxxxxxxxxx Xxxxxxxxx Agreement
000 Xxxx Xxxxx Xxxxxx Xxxxxxxx
Xxxx, XX 00000
Bode Finn Commercial Lease Agreement -
3480 Spring Grove Avenue Industrial Trash Compactor, Located
Xxxxxxxxxx, XX 00000 at Plant 2 (Lease is Capitalized)
Lessee
Xxxxxxx, Xxxxxx Special Compensation Agreement
000 Xxxx Xxxxx Xxxxxx Xxxxxxxx
Xxxx, XX 00000
Xxxxxxxxxx, Xxxx X. Xxxxxxxxx Agreement
000 Xxxx Xxxxx Xxxxxx Xxxxxxxx
Xxxx, XX 00000
Xxxxxxxxx, Xxxxxxx X. Employment Agreement
000 Xxxx Xxxxx Xxxxxx Xxxxxxxx
Xxxx, XX 00000
Schedule 7(d) cont'd
Citicapital Commercial Corp. Lift Truck Lease - Model #GC25HP,
X.X. Xxx 000000 LP, S/N 4EM91758
Xxxxxx Xxxx, XX 00000-0000 Lift Truck Lease - Model #GC25HP,
LP, S/N GC254EM91891 Lift Truck Lease -
Model #GC25HP, LP, S/N GC254EM91890
Lift Truck Lease - Model #GC24HP, S/N
4EM92010 Lift Truck Lease - Model
#GC25HP, S/N 4EM92001 Lessee
Converters Express, Inc. Service Contract - Third Party
00000 000xx Xxxxxx, X.X. Slitting and Distribution
Building B - Suite 1 Purchaser
Xxxxxxxxxxx, XX 00000
Crown Credit Company Lift Truck Lease - Crown
P.O. Box 640352 XX0000-00XX-000 Xxxx Xxxxx, X/X
Xxxxxxxxxx, XX 00000-0000 0X0000000
Lessee
Xxxxxxxx, Xxxxxx Commission Agreement
000 Xxxx Xxxxx Xxxxxx Xxxxxxxx
Xxxx, XX 00000
Xxxxxxx Industries Service Contract - Third Party
0000 0xx Xxxxxx Slitting and Distribution
Xxxxxx Xxxxxxxxx, XX 00000 Purchaser
Xxxxxxx Industries Service Contract - Third Party
000 Xxxxxxxx Xx. Slitting and Distribution
Xxxxxxxx, XX 00000 Purchaser
Xxxxxxx Industries Service Contract -Third Party
00000 Xx. Xxxxxxxx Xxxxxx Slitting and Distribution
Xxxx, XX 00000 Purchaser
Xxxxxxx Industries Service Contract - Third Party
000 Xxxxxxxx Xxxxx Slitting and Distribution
Xxxxxxxxxx, XX 00000 Purchaser
Xxxxxxx Industries Service Contract - Third Party
0000 Xxxxxxxxxx Xxxxx Slitting and Distribution
Xxxxxx, XX 00000 Purchaser
Schedule 7(d) cont'd
Enterprise Fleet Services Company Fleet Lease - Plant #1 Van,
8200 Xxxx Xxxxxxxxx Freeway 0000 Xxxx Xxx, Xxxx #000000
Xxxxxx, XX 00000 Company Fleet Lease - Xxx Xxxxxxx,
1997 Buick LeSabre, Unit #GJ2183
Company Fleet Lease - Plant #2 Car,
1992 Ford Taurus, Unit #G27889 Company
Fleet Lease - Xxxxx Xxxxxx, 1997 Chevy
Lumina, Unit #GE0112 Company Fleet
Lease - Xxxx Xxxxxxxx, 1999 Pontiac
Grand Prix, Unit #GJ4361 Company Fleet
Lease - Plant #1 Company Car, 1999 Ford
Taurus, Unit #GJ4436 Company Fleet
Lease - Xxxxx Xxxxx, 0000 Xxxxx Xxxxxx,
Xxxx #XX0000 Company Fleet Lease - Xxxx
Xxxxxxx, 2000 Ford Taurus, Unit #GQ7837
Company Fleet Lease - Xxxx Xxxxxx, 2001
Pontiac Grand Prix, Unit #GQ7858
Company Fleet Lease - Xxxxx XxXxxxxx,
2001 Pontiac Grand Prix, Unit #GQ7861
Company Fleet Lease - Xxxx Xxxxxxxx,
2000 Dodge Intrepid, Unit #GQ7936
Company Fleet Lease - Xxxxx XxXxxx,
2001 Pontiac Grand Prix, Unit #GQ8125
Company Fleet Lease - Xxxxx Xxxx, 2001
Dodge Intrepid, Unit #GV4451 Lessee
Enterprise Fleet Services Service Agreement - Maintenance and
8200 Xxxx Xxxxxxxxx Freeway Tire Management for Enterprise Fleet
Xxxxxx, XX 00000 Purchaser.
General Electric Silicones Purchase Agreement - Silicones for
Building 80 #20 Coater @ Plant 2.
000 Xxxxxx Xxxxx Xx. Xxxxxxxxx
Xxxxxxxxx, XX 00000
Genuity Solutions Service Agreement - Webhosting and
P.O. Box 101337 Internet Access (To Be Replaced With
Xxxxxxx, XX 00000-0000 AT&T Agreements)
Purchaser
P.H. Xxxxxxxxxx Company Rebate Program - Rebates on Postage
Corporate Headquarters Materials, Flourescents and Label Mat
Xxxxxx Xxxxx, XX 00000 Purchaser
Xxxxx, Xxxxx X. Employment Contract
000 Xxxx Xxxxx Xxxxxx Xxxxxxxx
Xxxx, XX 00000
Schedule 7(d) cont'x
Xxxxxxxxx, Xxxxx Employment Contract
000 Xxxx Xxxxx Xxxxxx Xxxxxxxx
Xxxx, XX 00000
Xxxxxxxxx, Xxxxx Xxxxxxxxx Agreement
000 Xxxx Xxxxx Xxxxxx Xxxxxxxx
Xxxx, XX 00000
Hewlett-Packard Company Operating Lease - Network Server
Finance & Remarketing Division Lessee
00 Xxxxxxxxx Xxxxxx Xxxx.
Xxxxxxx, XX 00000
Interstate Gas Supply Purchase Agreement - Natural Gas
P.O. Box 20456 Purchasing Agreement
Xxxxxxxx, XX 00000 Purchaser
Xxxxx, Xxxxx Commission Agreement
000 Xxxx Xxxxx Xxxxxx Xxxxxxxx
Xxxx, XX 00000
Xxxxxxx, Xxxxx Special Compensation Agreement
000 Xxxx Xxxxx Xxxxxx Xxxxxxxx
Xxxx, XX 00000
Montco, Inc. Service Contract - Third Party
000 Xxxxxxxx Xxxxx Slitting and Distribution
Xxxxxxxxxx, XX 00000 Purchaser
P.I.C. Industries, Inc. Service Contract - Third Party
0000 Xxxxx Xxx Slitting and Distribution
Xxxxxxxxx, XX 00000 Purchaser
Pagell Corporation Service Contract - Third Party
00 Xxxxxxx Xxxxxx Slitting and Distribution
Xxxxxxxxx, XX 00000 Purchaser
Pitney Xxxxx Contract - Postage Machine
0 Xxxxxx Xxxxx Xxxxxxxxx
Xxxxxxxxxx, XX 00000
Pressure Sensitive Materials, Inc. Service Contract - Third Party
D.B.A. Presscut slitting and Distribution
00000 Xxxxx Xxxxxx Xxxxxxxxx
Xxxxxx, XX 00000
QAD Inc. Maintenance Agreement - QAD Software
10,000 Mid-Atlantic Drive Purchaser
Suite 000 Xxxx
Xx. Xxxxxx, XX 00000
Xxxxx, Xxxx Xxxxxxxxx Agreement
000 Xxxx Xxxxx Xxxxxx Xxxxxxxx
Xxxx, XX 00000
Xxxxxxxx, Xxxxx X. Employment Contract
000 Xxxx Xxxxx Xxxxxx Xxxxxxxx
Xxxx, XX 00000
Xxxxxxxx, Xxxxx X. Xxxxxxxxx Agreement
000 Xxxx Xxxxx Xxxxxx Xxxxxxxx
Xxxx, XX 00000
Xxxxxxxx, Xxxxx X. Special Compensation Agreement
000 Xxxx Xxxxx Xxxxxx Xxxxxxxx
Xxxx, XX 00000
Xxxxx III, Xxxxxx X. Employment Contract
000 Xxxx Xxxxx Xxxxxx Xxxxxxxx
Xxxx, XX 00000
Schedule 7(d) cont'x
Xxxxx III, Xxxxxx X. Xxxxxxxxx Agreement
000 Xxxx Xxxxx Xxxxxx Xxxxxxxx
Xxxx, XX 00000
Xxxxx III, Xxxxxx X. Special Compensation Agreement
000 Xxxx Xxxxx Xxxxxx Xxxxxxxx
Xxxx, XX 00000
Solutia Inc. Purchase Agreement - Acrylic
000 Xxxx Xxxxxxxxx Emulsions (B-122)
Xxxxx 000 Xxxxxxxxx
Xxxxxx, XX 00000-0000
Verizon Wireless Maintenance Agreement - Cellular
FLG-510 Phones
X.X. Xxx 000 Xxxxxxxxx
Xxxxx, XX 00000
Waco Warehouse Operating Lease - Month-to-Month
0000 Xxxxxx Xxxxx Agreement (Inventory Storage, Paid
Xxxx, XX 00000 Monthly, Based on Volume in
Inventory)
Lessee
Xxxxxx, Xxxx X. Employment Contract
000 Xxxx Xxxxx Xxxxxx Xxxxxxxx
Xxxx, XX 00000
Xxxxxx, Xxxx X. Severance Agreement
000 Xxxx Xxxxx Xxxxxx Xxxxxxxxx
Xxxx, XX 00000
Xxxxxx, Xxxx X. Special Compensation Agreement
000 Xxxx Xxxxx Xxxxxx Xxxxxxxx
Xxxx, XX 00000
Wausau-Mosinee Purchase Agreement - 42# and 53#
000 X. Xxxxxxxxx Xxxxxx Xxxxx
Xxxxxxxxxxx, XX 00000 Purchaser
Xxxxxx Express Fleet Fueling Contract - Monthly Fueling Contract
P.O. Box 390024 for Leased Vehicles
Xxxxxx, XX 00000-0000 Purchaser
Xxxxxxx Industries Service Contract - Third Party
0000 0xx Xxxxxx Slitting and Distribution
Xxxxxx Xxxxxxxxx, XX 00000 Purchaser
Xxxxxxx Industries Service Contract - Third Party
000 Xxxxxxxx Xxxx Slitting and Distribution
Xxxxxxxx, XX 00000 Purchaser
Xxxxxxx Industries Service Contract - Third Party
00000 Xx. Xxxxxxxx Xxxxxx Slitting and Distribution
Xxxx, XX 00000 Purchaser
Xxxxxxx Industries Service Contract - Third Party
000 Xxxxxxxx Xx. Slitting and Distribution
Xxxxxxxxxx, XX 00000 Purchaser
Xxxxxxx Industries Service Contract - Third Party
0000 Xxxxxxxxxx Xxxxx Slitting and Distribution
Xxxxxx, XX 00000 Purchaser
Schedule 7(d) cont'd
Operating Lease - Month-to-Month
Fore River Dist. Agreement (Inventory Storage, Paid
000 Xxxx Xxxxxx Monthly, Based on Volume in
Xxxxxxxx, XX 00000 Inventory)
Lessee
Land Reclamation, Inc. Operating Lease - Storage/Warehouse
00 Xxxxxx Xxxxxx Space (to Expire 12/31/2001)
Xxxxxxxxx, XX 00000 Lessee
M&S Transport, Inc. Service Contract - Third Party
Xxxxx Xxx Xxxxx Xxxxxxxxxxxx
Xxxxxxx, XX 00000 Purchaser
Montco, Inc. Service Contract - Third Party
000 Xxxxxxxx Xxxxx Slitting and Distribution
Xxxxxxxxxx, XX 00000 Purchaser
National Distribution Center, Inc. Service Contract - Third Party
D.B.A. Vineland Construction Company Distribution
000 Xxxxxx X, Xxxxx 000 Xxxxxxxxx
Xxxxx Xxxxxxx, XX 00000
Nexus Distribution Corp. Service Contract - Third Party
000 Xxxxxx Xxxxxx Xxxxxxxxxxxx
Xxxxxxxxxx, XX 00000 Purchaser
Northland Industrial Truck Lift Truck Lease - Yale Lift Truck
P.O. Box 845534 (S/N B818D03359W)
Xxxxxx, XX 00000-0000 Lift Truck Lease - Yale Lift Truck
(S/N E187V09443W)
Lift Truck Lease - Yale Lift Truck
(S/N E187V09444W)
Lessee
Pressure Sensitive Materials, Inc. Service Contract - Third Party
D.B.A. Presscut Slitting and Distribution
00000 Xxxxx Xxxxxx Xxxxxxxxx
Xxxxxx, XX 00000
Sappi Fine Paper North America Lease and Purchase Agreement - $1.00
000 Xxxxxxxx Xxxxxx Xx-Xxxx
Xxxxxx, XX 00000
Xxxxxx Xxxx Employment Arrangement
Schedule 7(e)(i)
AUDITED FINANCIALS
Previously provided to Buyer.
Schedule 7(e)(ii)
CURRENT BALANCE SHEET
SPINNAKER COATING, INC. AND SPINNAKER COATING-MAINE, INC.
September 30, 2001
$000
Prepared consistently with year end audited financial statements (except with
respect to the exclusion of Entoleter, Inc., Spinnaker Industries, Inc. and
Spinnaker Electrical Tape Company, which were included in the year end audited
financial statements).
Does not consider the effects of the Companies' chapter 11 bankruptcy filing.
SEPT. 30, 2001
------------
ASSETS
Current assets
Cash and cash equivalents --
Accounts receivable, net 12,532
Inventories 16,024
Prepaid expenses and other 71
Deferred income taxes --
------------
Total current assets 28,627
Property, plant and equipment
Land 390
Buildings and improvements 5,384
Machinery and equipment 26,375
------------
32,149
Accumulated Depreciation (17,518)
------------
14,631
Goodwill, net 659
Investment in subsidiaries --
Intercompany accounts 4,670
Other assets 390
------------
Total assets $ 48,977
============
Schedule 7(e)(ii) cont'd
CURRENT BALANCE SHEET (CONT'D)
SPINNAKER COATING, INC. AND SPINNAKER COATING-MAINE, INC.
SEPTEMBER 30, 2001
$000
Liabilities and stockholders' equity
Current liabilities
Accounts payable $ 7,145
Accrued liabilities 4,941
Accrued FIT --
Current portion long term debt 5
Working capital revolver 21,748
Other current liabilities --
------------
Total current liabilities 33,839
Long term debt, less current portion 10,104
Notes, 10-3/4% --
Intercompany 71,830
Deferred income taxes --
Pension liability and OPEB 1,364
Stockholder's equity
Common stock 11
Additional paid in capital 7,786
Retained earnings (75,957)
Minimum pension liability --
Less: Treasury stock --
------------
Total stockholders' equity (68,160)
------------
Total liabilities and stockholders' equity $ 48,977
============
Schedule 7(f)
EQUIPMENT
Note: Does not include equipment of SCMI which Sellers owned as of September 30
and subsequently sold, with all proceeds then used to repay the Working Capital
loan.
Equipment:
All signs.
All coating machinery including Coaters 2, 4, 17, 18, 19 and 20.
All adhesive and silicone storage and delivery systems.
All drying equipment.
All slitting and rewinding equipment.
All sheeting and packaging equipment.
All material handling equipment including, but not limited to, conveyors, lift
tables and lift trucks.
All storage racks.
All tools, operating supplies and spare parts.
All quality control equipment.
All laboratory equipment.
All sprinkler and fire protection systems.
All heating and air conditioning equipment.
All pollution control equipment.
All office furniture and equipment including, but not limited to, desks, chairs,
tables, copiers, carpeting and displays.
All computer equipment and software including, but not limited to, personal
computers, printers, scanners, networking equipment, disk drives, tape drives,
docking stations, modems and engineering CAD systems.
All telephone and other communications equipment.
All vehicles, including, but not limited to, company cars and trucks.
All other Equipment owned by Sellers necessary or used to operate the Business
as it has been operated prior to the date hereof.
Schedule 7(h)
INTELLECTUAL PROPERTY
COUNTRY REFERENCE# TYPE FILED SERIAL# ISSUED PATENT# STATUS
------------------------------------------------------------------------------------------------------------------------------------
RELEASABLE ADHESIVE
SHEET MATERIAL
CANADA P29727CA0 CEQ 5/23/1984 454,922 12/28/1988 1,247,462 ISSUED
XXXXXX XXXXXX X00000XX0 CIP 7/1/1985 06/750,827 12/30/1986 4,632,872 ISSUED
XXXXXX XXXXXX X00000XX0 DIV 6/5/1986 06/871,636 10/6/1987 4,698,248 ISSUED
AN IMPROVED SPLICE
UNITED STATES P29728US0 NEW 11/4/1993 08/148,766 12/5/1995 5,472,755 ISSUED
COUNTRY REFERENCE# FILED APPL# REGDT REG# STATUS CLASSES
------------------------------------------------------------------------------------------------------------------------------------
XXXXX-XXXXXX
Xxxxxx Xxxxxx X00000XX0 8/14/1978 73/181,923 6/23/1981 1,158,085 REGISTERED 17
CLIMATIZED
CANADA T29701CA0 4/28/1977 410,113 4/17/1981 257987 REGISTERED X/X
XXXXXXX
XXXXXX XXXXXX X00000XX0 9/2/1982 73/383,343 5/17/1983 1,238,344 REGISTERED
Schedule 7(h) cont'd
PANCAKE
CANADA T29718CA0 1/31/1969 319,449 8/28/1970 170,814 REGISTERED N/A
GERMANY T29721DE0 5/13/1969 B42 316/16 WZ 7/23/1970 871,189 REGISTERED 16
UNITED KINGDOM T29722GB0 9/25/1968 931,433 5/9/1969 931,433 REGISTERED 00
XXXXXX XXXXXX X00000XX0 11/16/1967 72/284,988 2/4/1969 864,562 REGISTERED
PANCAKE PLUS
AUSTRALIA T29717AU0 10/11/1982 A 382359 6/5/1986 A382359 REGISTERED 16
UNITED KINGDOM T29723GB0 2/25/1981 1,149,469 10/18/1984 1,149,469 REGISTERED 00
XXXXXXXX
XXXXXX XXXXXX X00000XX0 7/13/1981 73/318,600 1/11/1983 1,223,405 REGISTERED
XXX XXXXXX
XXXXXX XXXXXX X00000XX0 3/20/1956 623,321
XXXXXX XXXXXX X00000XX0 2/23/1998 75/438,928 10/31/2000 2,398,931 REGISTERED 00
XXXXX-X
XXXXXX XXXXXX X00000XX0 12/21/1979 243,757 8/25/1981 1,166,487 REGISTERED 00
XXXXX-XXXX
XXXXXX XXXXXX X00000XX0 8/25/1977 73/138,876 4/11/1978 1,089,193 REGISTERED
STRIP-TAC
XXXXXX XXXXXX X00000XX0 2/23/1998 75/439,100 12/14/1999 2,299,417 REGISTERED 16
Schedule 7(h) cont'd
STRIP-TAC PLUS
XXXXXX XXXXXX X00000XX0 4/14/1983 73/421,671 5/22/1984 1,278,934 REGISTERED
TANDA-TAC
XXXXXX XXXXXX X00000XX0 5/2/1983 73/424,230 5/1/1984 1,276,117 REGISTERED
MATERIAL SOFTWARE LICENSES
Licensor Product
-------- -------
IBM International Passport Agreement Lotus Notes System
qad, inc. Information management system
Schedule 7(i)
COMPLIANCE WITH LAWS
None.
Schedule 7(k)
PERMITS
AIR PERMITS
PLANT #1
FACILITY SOURCE ID#0855140083
Permit-to-Operate Permits Expires
------------------------- -------
#5 Coater 02/05
#2 Coater 02/05
Registration Status Permits Date Reg.
--------------------------- ---------
Safety-Kleen Degreaser 10/29/1991
Tank T-3 (Recovered Toluene) 6/10/1988
Tank T-2 (Methanol) 3/17/1989
Tank T-1 (New Toluene) 3/17/1989
Holding Tank 6A 4/7/1989
Holding Tank 6B 4/7/1989
Coater #4 Emulsion Coating 7/11/1986
Xxxxxx Boiler #4 12/27/1979
Xxxxx Model L-56 Boiler 12/27/1979
Xxxxxx Boiler #2 12/27/1979
Xxxxxx Boiler #3 12/27/1979
PLANT #2
FACILITY SOURCE ID#0855140350
Permit-to-Operate Permits Expires
------------------------- -------
#20 Coater 12/11/2006
Registration Status Permits Dates Reg.
--------------------------- ----------
#19 Coater, Flexo Printer 10/24/1986
#17 Coater, Hot Melt 11/28/1986
WATER DISCHARGE PERMITS
PLANT #1
Regulator Expires
--------- -------
Ohio EPA 01/31/04
PLANT #2
Regulator Expires
--------- -------
Ohio EPA Expired
Schedule 7(k) cont'd
Notes:
-----
1. Currently, Plant #1 is operating its air contaminant sources pursuant to
state permits to operate. However, Plant: #1 (Facility 0855140083) made a timely
application for a Title V permit. A draft Title V permit and a proposed Title V
permit have been issued. Ohio EPA's local air agency -- the Regional Air
Pollution Control Agency (RAPCA) -- informed Spinnaker personnel recently that
the issuance of the final Title V permit would occur by the end of February
2002. The new Title V permit will be readily transferable to the purchaser of
Spinnaker's assets pursuant to the administrative permit amendment provisions in
O.A.C. 3745-77.
2. Plant #1 discharges non-contact cooling water and storm water pursuant to
NPDES permit No. 11FOO009*ED/XX0000000. The permit expired on January 31, 1999.
However, timely application for its renewal was made by Spinnaker personnel
prior to January 31, 1999, and Spinnaker considers the permit to be in force.
However, Ohio EPA has not acted upon the application, Spinnaker representatives
are communicating with Ohio EPA personnel in the Division of Surface Water to
confirm the status of the permit. Spinnaker has continued to comply with all
terms and conditions of the permit, including sampling and the submission of
discharge monitoring reports.
3. Plant #2 discharges storm water only pursuant to a state general surface
water discharge permit. Spinnaker's discharge of storm water was covered under
Ohio's general permit through August 2000. On August 1, 2000, Ohio's general
permit was renewed by U.S. E PA and a new Notice of Intent (NOI) to be covered
under that permit had to be submitted. To date, Spinnaker has not submitted the
NOI.
EXCLUDED PERMITS
All operating permits associated with Spinnaker Coating - Maine, Inc.
Schedule 7(l)
ENVIRONMENTAL MATTERS
1. In 1994, SCI purchased the assets of the Xxxxx-Bridge operation of
Xxxxxxxx-Xxxxx Corporation ("K-C"). Prior to closing the transaction, SCI
conducted environmental due diligence to evaluate the assets. Due diligence
revealed petroleum-based solvent contamination in soil and ground water on
the site. K-C covenanted to remediate the soil and ground water
contamination after the closing, and began its remedial activities in the
spring of 1995. To date, most remedial goals for the contaminants have been
achieved, with the exception of ground water remedial goals for vinyl
chloride and trichloroethene. Accordingly, K-C continues to pump and treat
groundwater pursuant to an administrative order issued by the Director of
Ohio EPA in March 2001.
2. As part of its 1994 pre-acquisition due diligence, SCI conducted an
asbestos survey of the Plant 1 facility. As a result of the survey, SCI and
K-C negotiated an arrangement whereby K-C agreed to remove
asbestos-containing materials in certain portions of the facility. K-C
properly completed that work. Asbestos containing material remains in other
locations of the facility, which, to the best of Seller's knowledge, is
intact and does not pose a risk to human health.
Schedule 7(m)
EMPLOYEE MATTERS
LIST OF EMPLOYEES NOT GOVERNED BY COLLECTIVE BARGAINING AGREEMENTS:
EMPLOYEE DOH JOB TITLE
-------- --- ---------
XXXXXXX, XXXXX 01/19/98 VICE PRESIDENT MERCH
XXXXX, XXXXXXX 12/15/75 SHIFT MANAGER
XXXX, XXXXXXX 10/03/94 CREDIT & COL COOR
XXXXX, GEORGIA 02/19/79 SR RESEARCH TECH
XXXXX, XXXX 03/19/79 MARKET SPECIALIST-GO
XXXX, XXXXX 12/01/01 INFO SYSTEMS SPEC
XXXXXXXXX, XXXXXX 06/30/97 INFO SYSTEMS SPEC
XXXXXXXXXXXX, XXXXX 08/25/97 PROCESS ENGINEER
XXXXXXX, XXXXXX 07/16/01 SR REGIONAL SALES MG
XXXXXXXX, XXXXXXXX 01/02/01 BUSINESS DEVELOPMENT
XXXXXXX, XXXX 12/26/84 EXECUTIVE ADMINISTRA
XXXXXXXXX, XXXXXXX 07/03/86 ADMINISTRATIVE ASST
XXXXXXXX, XXXXXXX 02/27/84 FIELD SALES REP
XXXXXXXXX, XXXXX 10/23/89 CUSTOMER SERVICE REP
XXXXXXXX, XXXXXXX 11/10/97 SR LAB TECHNICIAN
XXXXXX, XXXXX 02/11/97 REGIONAL SALES MGR
XXXXXXXXX, XXXXXXX 09/23/96 TECHNICAL MARKETING
CHIEN, WENCHENG 06/30/97 PROGRAMMER ANALYST
XXXXXXX, XXXXX 06/29/76 ORDER ENTRY & INV SP
XXXXX, XXXXXXX 08/30/99 PROCESS ENGINEERING
XXXX, XXXXXX 11/16/00 PURCHASING ASSISTANT
XXXXXXXXXX, XXXXXXX 11/21/00 CUSTOMER SERVICE ASS
XXXXXX, XXXXXXX 09/18/00 MANAGER, PRODUCTION
XXXXX, X. XXXXX 01/15/97 INFORMATION SYSTEMS
XXXXXX, XXXXXXXX 07/01/84 ORDER ENTRY & INV AS
XXXXXX, XXXX 08/14/00 MANAGER, FINANCIAL R
XXXXXXXXX, XXXX 02/18/91 BUSINESS DEV ENGINEE
XXXXXXXX, XXXXXX 06/28/99 FIELD SALES REP
XXXXXXX, XXXXXXXX 04/03/00 BUYER/PLANNER
XXXXXXXX, XXXX 04/12/99 FINANCIAL ASSISTANT
XXXXXXXXXX, XXXXXXX 06/12/95 SHIFT MANAGER
XXXXXX, XXXXX 10/26/92 RESEARCH LAB TECH 2
XXXXXXX, XXXXXX 04/01/01 EXECUTIVE
XXXXXX, XXXXX 01/05/98 SENIOR RESEARCH LAB
XXXXX, XXXXX 05/17/99 BENEFITS ADMINISTRAT
XXXXX, XXXXX 09/10/01 DIR-HUMAN RESOURCES
XXXXX, XXXXXXX 04/01/99 COMPLAINT COORDINATO
XXXXXXXXX, XXXXX 04/18/95 TECHNICAL SERVICE MA
XXXXXXXX, XXXXX 04/01/01 EXECUTIVE
Schedule 7(m) cont'd
XXXXXXX, XXXXX 07/02/90 FINANCIAL ASSISTANT
XXXX, XXXX 02/02/78 COATING TEAM LEADER
XXXXXXXX, XXXX 04/20/98 PLANT 2 FINISHING TE
XXXXXXX, XXXXXXXX 10/17/88 BUYER/PLANNER
XXXX, XXXXX 08/22/83 CUSTOMER SERVICE REP
XXXXXX, XXXXX 01/01/02 MANAGER, PRODUCTION
XXXXXX, XXXXXX 10/30/78 CUSTOMER SERVICE REP
XXXXX, XXXXXXX 05/21/73 RESEARCH SCIENTIST
XXXXXXX, XXXX 05/01/00 WAREHOUSE CLERK
XXXXX, XXXXX 04/20/98 FIELD SALES REP
XXXXX, XXXXXX 04/24/91 SENIOR ENVR, HEALTH,
XXXX, XXXXXX 12/17/90 TECHNICAL GROUP LEAD
XXXXXX, XXXXXXX 07/06/81 SHIFT MANAGER
XXXX, XXXXXX 11/20/89 FINANCIAL ASSISTANT
XXXXXX, XXXXX 07/02/90 CUSTOMER SERVICE REP
XXXXXX, XXXXXX 03/04/97 MANAGER OF DIST & LO
XXXXXXX, XXXXXXX 10/10/77 BUYER/PLANNER
XXXXXXXX, XXXXXX 12/16/01 RECEPTIONIST
XXXXXXXXXXX, XXXXX 04/22/85 SENIOR RESEARCH LAB
XXXXXXXX, XXXXXXX 04/08/85 SR FIELD SALES REP
XXXXXX, XXXXX 08/21/00 FIELD SALES REP
XXXXXXX, XXXXX 06/05/95 SDC PLANNER
XXXXXXX, XXXXXXX 01/01/02 MAINTENANCE TECHNICI
XXXXXX, XXXX 10/16/78 ADMINISTRATIVE ASST
XXXXXXX, XXXX 05/14/01 SENIOR FIELD SALES R
XXXXXX, XXXX 05/14/01 SENIOR FIELD SALES R
XXXX, XXXXXX 07/16/79 FINANCIAL COORDINATO
XXXX, XXXXXX 09/19/88 SENIOR PROJECT ENGIN
XXXX, XXXXX 06/18/01 FIELD SALES REP
XXXXXXXXXX, XXXX 06/24/96 INFO SYSTEMS SPEC
XXXXXX, XXXXXX 01/02/79 PLANT 2 COATING MANA
XXXXXX, XXXXX 05/20/96 SENIOR PLANNER
XXXXXXX, XXXXXX 01/18/88 MARKETING ASSISTANT
XXXX, XXXXX 08/31/81 FINANCIAL COORDINATO
XXXX, XXXXXX 12/23/96 DIRECTOR QA/ANALYTIC
XXXXX, XXX 03/06/00 SR. TECH SRVC SPEC
XXXXX, XXXX 03/18/96 DIRECTOR OF BUSINESS
XXXX, XXXXX 11/15/99 RESEARCH LAB TECH I
XXXXXXXX, XXXXX 04/25/00 VICE PRESIDENT XXXXX
XXXXX, XXXXXXX 12/30/96 FINANCIAL ANALYST
XXXXXXX, XXXXXX 06/19/68 SHIFT MANAGER
XXXXX, XXXX 08/01/88 SDC/FREIGHT MANAGEME
XXXXXXXXX, XXXX 04/15/85 COMMODITY MANAGER
XXXXX, XXXXXX 10/09/95 VICE PRESIDENT SUPPL
XXXXXX, XXXXXXX 04/09/91 QUALITY ASSUR MANAGE
XXXXXX, XXXXXXX 11/13/00 SHIFT MANAGER
XXXXXX, XXXXXXX 03/11/96 CUSTOMER SERVICE REP
Schedule 7(m) cont'x
XXXXX, A. XXXX 07/01/88 CREDIT & COL ASSISTA
XXXXXX, XXXXXX 06/06/01 CUSTOMER SERVICE ASS
XXXXXX, XXXX 06/25/96 VP INFORMATION & QUA
XXXX, XXXXX 12/27/94 PROD REPORTING CLERK
XXXXX, XXXXXXX 07/01/81 MANAGER, TELEPHONE S
XXXXX, XXXXXXX 09/05/01 BUSINESS ANALYST
XXXXXX, XXXXXXX 05/11/99 CUSTOMER SERVICE SPE
XXXXX, XXXXX 08/02/99 PLANT 2 SECRETARY
LIST OF COLLECTIVE BARGAINING AGREEMENTS
See "Reduction-In-Force Agreement with Paper, Allied-Industrial, Chemical &
Energy Workers International Union" signed and dated April 13, 2001.
Collective bargaining agreement governing hourly employees is currently being
negotiated with Paper, Allied-Industrial, Chemical & Energy Workers
International Union.
No further Collective Bargaining Agreements.
LIST OF EMPLOYEE BENEFIT PLANS
VENDOR BENEFIT
------ -------
Aetna U.S. Healthcare Medical Insurance
Aetna U.S. Healthcare Dental Insurance
Liberty Mutual Life Insurance
Liberty Mutual Accidental, Death & Dismemberment Insurance
Company Administered (self insured) Short-Term Disability Insurance
Liberty Mutual Long-Term Disability Insurance
Company Administered (self insured) Education Assistance Benefit
Human Affairs International (HAI)
Magellan Behavioral Health Co. Employee Assistance Program
Standard Insurance Company 401(k) Plan
Schedule 7(n)
ABSENCE OF CERTAIN CHANGES
1. Matters disclosed in pleadings and schedules filed in Sellers' chapter
11 bankruptcy case.
2. Since the commencement of Sellers' chapter 11 bankruptcy case, certain
of Sellers' vendors have tightened their credit terms with Sellers.
3. SII was delisted from AMEX effective December 28, 2001, and has filed
to terminate registration under the Securities and Exchange Act of
1934.
Schedule 7(o)
LIABILITIES
1. Administrative expenses incurred under the Bankruptcy Code solely on
account of the Sellers' bankruptcy proceeding.
Schedule 7(p)
INSURANCE
EXPIRATION DATE INSURANCE TYPE INSURANCE COVERAGE
--------------- -------------- ------------------
01/30/02 General Liability $1,000,000
01/31/02 Property $129,254,809
01/30/02 Umbrella $25,000,000
01/30/02 Auto $1,000,000
01/01/02 Ext. to 1/30/02 Crime $1,000,000
11/30/02 Worker's Comp. (2) Statutory
05/15/02 Foreign Liability $1,000,000
04/25/02 Fiduciary Liability $3,000,000
Stop Gap Liability (2)
Directors' & Officers'
8/31/2003 (1) (SKK) $10,000,000
RENEWAL
EXPIRATION DATE POLICY NUMBER CARRIER NAME STATUS
--------------- ------------- ------------ -------
01/30/02 Y660165J6996TIL01 Travelers will renew
Royal & Sunalliance declined to
01/31/02 PTN45-92-78 renew
01/30/02 BE7402135 National Union Fire Insurance will renew
DRE3331700-D31948 - MASS. United States Fidelity &
01/30/02 DRE3331600-D31948 All Others. Guaranty (Enterprise) will renew
01/01/02 Ext. to 1/30/02 473-97-14 A.I.G. will renew
11/30/02 ACS350567 Royal & Sunalliance renewed
05/15/02 PST223767206 CNA Insurance Companies
04/25/02 008FF10318297 Travelers
8/31/2003 (0) 000000000 C.N.A. Insurance Companies
Schedule 7(p) cont'd
(1) Policy period is from 8/31/00 to 8/31/03; premium of 236,500
was paid upfront in 2000 through the Xxxxx Corporation.
(2) Spinnaker's Ohio employees are covered under a State of Ohio
program for Worker's Comp. For the approximately 12 sales and
executive employees outside Ohio the Company purchases
Worker's Comp. Insurance with a maximum annual benefit of
$500,000. Beyond the stated limit the Company is self-insured.
Schedule 7(q)
TAXES
None.
Schedule 7(t)
WARRANTY, PRICING AND OTHER ACCOMMODATIONS
2001 2000 1999
---------------------------------
GROSS SALES $ 91,348 $105,433 $106,172
TOTAL CREDITS ISSUED 2,105 2,659 1,925
Total Credits Issued include all credits issued by SCI for warranty, pricing and
other accommodations.
Schedule 7(u)
REAL PROPERTY
None.
Schedule 7(v)
LITIGATION
A. SCI LITIGATION
Caption of Suit and Case Court of Agency and
Number Nature of Proceeding Location Status or Disposition
------------------------- -------------------- -------------------- ---------------------
Xxxxxx May v. Spinnaker Intentional Tort, Common Pleas Court of Pending
Coating negligence, punitive Miami County, Ohio
Case No. 01-433 damages.
AmeriComm Direct Marketing Preference Payment US Bankruptcy Court, Not Filed, Verbal Demand
v. Spinnaker Coating District of Delaware Received
Xxxxxx Xxxxxxx v. Intentional Tort, Common Pleas Court of Settled-last payment of
Spinnaker Coating negligence Miami County, Ohio $125,000.00 due November
Case Xx. 00-0 0, 0000.
Xxxxxxxxx Coating, Inc. v. Contract claim United States Bankruptcy Pending
Troy Laminating and Court, Southern District
Coating, Inc., Case No. of Ohio, Dayton Division
01-3344
B. SCMI LITIGATION
Caption of Suit and Case Court of Agency and
Number Nature of Proceeding Location Status or Disposition
------------------------- -------------------- -------------------- ---------------------
Spinnaker Coating Maine v. Company seeks declaratory U.S District Court Pending
PACE Local 1-1069 judgment that Maine District of Maine
Case No. 01-CV-232-P-H severance statute is
unconstitutional. Action
also seeks order
enjoining further
prosecution of the action
described immediately
below.
PACE Local 1-1069 x. XXXX seeks payment of U.S. District Ct. Pending
Spinnaker Coating-Maine, amounts allegedly owed District of Maine
Inc. pursuant to Maine Statute.
Case No. 01-CV-236-P-H
Pace Local 1-1069 Unfair labor practice National Labor Pending
AFL-CIO-CLC . (Spinnaker charge filed by Spinnaker Relations Board, Region
Coating-Maine Inc). alleging PACE failed to 1
Case No. 1-CB-9824-1 bargain in good faith
over severance benefits
due after closure of
Maine Plant
Schedule 8(b)
CONFLICTS/CONSENTS: BUYER
None.
