Akzo Nobel Inc. Legal & IP

November 4, 2010

120 White Plains Road T + 1 914 333 7 420 Suite 300 F + 1 914 366 4098 Tarrytown, NY 10591-5522 1'-'WW.akzonobel.com United States

Via Federal Express# 794084550302 Brian Carr, Assistant Regional Counsel New York/Caribbean Superfund Branch Office of Regional General Counsel U.S. Environmental Protection Agency, Region II 290 Broadway, 17'h Floor New York NY 10007-1866

AkzoNobel Tomorrow's Answe s Today

Re: Gowanus Canal Superfund Site, Brooklyn, Kings County, New York­Devoe & Raynolds Company Site

Dear Mr. Carr,

Please accept this letter in follow up to our communications and in response to your request for information regarding the Devoe & Raynolds Company in relation the above referenced matter. As I explained to you verbally, I am still researching your inquiry regarding International Salt Inc. and will provide additional information regarding that site as soon as possible and as we discussed no later than December 10.

The documentation provided by EPA refers to a former facility owned by F .W. Devoe & C.T. Raynolds Paint Works that was apparently located on the Gowanus Canal between 1915 and 1938 at 381 Smith Street (the "Smith Street Site").

By way of background, Grow Chemical Corporation, (predecessor of Grow Group, Inc.) ("Grow") acquired certain assets associated with the Devoe & Raynolds coatings business from Celanese Coatings & Specialties Company ("Celanese") in June of 1976. At the time, Grow acquired three sites: Louisville, Kentucky; Miami, Florida; and Houston, Texas. Neither the Smith Street Site nor any liabilities associated with it were transferred to Grow. Grow also acquired a number of corporate entities from Celanese including Devoe & Raynolds Company Inc., which at the time had no assets and no liabilities as clearly indicated in the attached excerpt from the 1976 Agreement between Celanese and Grow. Furthermore, pursuant to paragraph 2.22(c) Grow only assumed and agreed to indemnify Celanese for liabilities arising subsequent to the Closing Date.

Grow did not acquire any liabilities in relation to the Smith Street site or the corporate entity that appears to have owned that site. I provide copies of certain relevant pages from the June 1, 1976 Memorandum of Closing regarding this transaction for reference as well. Please note

Telephone 914-333-7488 Fax 914·366·4098 E-mail debra.rubenstein@akzonobel.com

Brian Carr, Assistant Regional Counsel Office of Regional General Counsel, USEPA, Region II Page 2 of 2

that I have blacked out details on the purchase price to maintain confidentiality over those details but it should not hinder your review.

In order to complete the corporate picture, Grow Chemical Corporation changed its name to Grow Group, Inc. on April20, 1979. The Glidden Company acquired Grow Group, Inc. in June 1995. Grow Group, Inc. was subsequently merged into The Glidden Company on December 31, 1996. The assets associated with The Glidden Company were acquired by ICI in 1985. ICI was acquired by Akzo Nobel in January 2008. In conjunction with the Akzo Nobel acquisition, The Glidden Company was converted to an LLC and changed its name to Akzo Nobel Paints LLC in 2009.

In summary, neither Akzo Nobel Paints LLC nor any of its predecessors or affiliates ever operated or owned the Smith Site or had responsibility for the operations of the Smith Site or liability for those operations. Furthermore, Akzo Nobel Paints LLC has no records that would be responsive to this request.

It appears based on the information provided that neither Akzo Nobel nor any of its predecessors or affiliates is the appropriate entity to pursue for this site. Please let me know if you have any additional questions with regard to this matter.

Respectfully submitted,

lliYf~ Akzo Nobel Inc. Senior R egulatory Counsel

cc: Christos Tsiamis, via Fed.Ex# 794084625565

Telephone 914-333-7488 Fax 914·366·4098 E-mail debra.rubenstein@akzonobel.com

AGREEMENT

Bet\vccn

CELANESE COATINGS & SPECIALTIES

COMPANY

and

GROW CHEMICAL CORP.

dated

MAY 10, 1976

CONFORMED COPY

l.Ol Parties.

A G R E E M E N T

May 10 , 197 6

Article 1 THJ:; PARTIES

The parties to this Agreement are Celanese

Coatings & Specialties Company, a Delaware corporation,

and Grow Chemical Corp. , a New York corporation. Cel anese

Coatinss & Specialties Company is referred to as Seller and

Grow Chemical Corp. is re[~rred to as Purchaser.

Art-. ir.l e 2 SALE AND PURCHASE

2.01 The Assets.

(a) Subject to the terms and conditions of this

Agreement, Seller will sell at the Closing (us defined in

Article 3), and Purchaser will purcha se at the Closing , all

of Seller's interest in and to all the following assets,

wherever located:

(i) Seller 's Plant No. 080, located at 676 7 Kirbyville Road , Houston, Texas 77033;

(ii) Seller's Plant No. 086, located a t 223 North 15th St~eet, Louisville , Kentucky 402 09 ;

(iii) Seller's Field Branch No. 222 loca ted in Miami, Florida;

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(iv) Seller's le . ~ .,ehold interest in, or other rights of Seller to possession of, all the Field Branches leased by Seller and used in the Trade Sales Business (as defined in Section 13. 01), the wArP.hnuse located at Louisville Air Park, Standiford F i eld, Louisville, Kenluc ky and Lhe other leased premises described in Exhibit A;

(v) Seller's fixed assets at the locations referred to in Section 2.01 (a) (i), (ii), (iii) and (iv) used in the Trnde Snles Business or the Marine Business (as d e fined in Section 13.02), including without lim1ta t ion all manufacturing and office e q uipment and machine r y , office furniture, fixtures

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and manufacturing and office supplies at those locations;

(vi) The rights of Seller accruing after the C lu:::; iny unue.c ctll corttrd.cts, licenses, commitments, sales order s and purchase orders whi c h Purchaser has agreed to assume pursuant to Sec tion 2 . 0 2(c);

(vi i ) Seller's inventory r elated to the Trade Sales Business and the Marine Dusiness at the Closing Date (as defined in Article 31, including r aw mate rials, work in process, f inished qoods and adve r t ising and promotional materials n ot-expe n sed by Sell er , but no t includi ng raw materials and work in proc ess at Seller ' s plan ts located in Rive r side , Cali ­fornia, a nd Belvidere, New Jersey, at the Closin g Date , and not more tha n $~f accuu!lts receivable related to the Trade Sale s ~ the Marin e Business at the Closing Date which are carried on Se ller 's books without a n y deduction therefrom fo r An y a llowance or re s erve f or uncollectible items;

(vi ii ) The t echni cal i nformation, paten t s , regis ­tered copyright, trademarks, trade names and l icens e rights listed in Exhibit C hereto, and the a ppe ndice s to Exhibit C, to the exten t to be trans­f erred to Purchuse r ns provided therein ;

(ix) Sel l er ' s catalogues , b rochu res , s a l es lite rature , promotion a l material and other selling material of Seller re l at ing so lel y to the Trade Sales Busi nes s or the Marine Business, sub jec t, however, to the limitations se t fort h in Exhibit C as to the use of certain trademark s a n u trctue names t he reon;

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( x) Records, files, invoices, customers' 1 i sts, snppliers' lists and other data relating to the Trade Sales Business or the Marine Business, or access there­to, as set forLh in Section 2.06; and

(xi) All the outstanding shares of Devoe & Ra ynolds Company, Inc., a DelawarP. corporation, Devoe & Raynolds Limited, an English company, and DNR Finishes, Inc., a Delaware corporation.

(b) Notwithstanding Section 2.0l(a), the assets

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to be transferred to the Purchaser by Seller shall not include:

( i) Books and records of Seller used f or f inan­cial, accouotiny dnd tax purposes and related to the Trade Sales Business and the Marine Business;

(ii) Any FP.n P rAl, Stat e or other income or franchise tax benefit or refund of Seller;

(iii) Cash of Seller;

(iv) Any receivable of Sel lP.r not included in the list referred to in Section 2.04 ;

(v) Subj e ct to Secti o n 2 .03(b), a ll claims, in s uran c e, chose s in action and rights of indemni t y, contribution, s e toff or recove ry of Seller.

(c) The term "Assets" means the assets referred

to ln Section 2.0l(a) after excludiny tilt:! a~sets referred

to in Section 2.0l(b)

2.02 Consideration for the Sale.

(a) In consideration for the sale of t he Asse t s

to the Purchase r, Pur chaser hereby agrees to pay to Se ll e r at

t he C: l os :in g a purchase p rice (the " Pur c has e Price ") o f

$ c onsisting of (i)-shares of Purchaser's

Se rie s J Pre f e r red S t ock (the "Ser ies J S tock") , v1hich f or

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purposes of this Agreement shall be deemed to have a value

of (ii) lllllll shares of Purchaser's Series K

Preferred Stock (the "S€r.ies I< Stock"), v:hi ch for purposes

of this Agreement shall be deemed to have a value of $7,000 , 000 ,

and (iii) New York Clearing House funds in the amount of

The Purchase Price shall be subject to adjust­

ment subsequent to the Closing as provided in Section 2. 02 (e) .

(b) Seller and Purchaser agree that for purposes

of determining whP.t.her. there wi ll be an adjustment in the

Purchase Price subsequent Lo the Closing as provided in

Section 2 .02(e) , a physical count of t he inventory referred

to i n Section 2 . 01 (a) (vii) as of the close of business on

the Closing Date will be taken after the Closing by Seller's

and Purchaser ' s emp loyees and observed by Ernst & Ernst , and

the value of such inventory will be based upon such c ount

and will be determined in accordance with the methods and

procedures set forth i n Exh ibit D and certifie d by Ernst

& Ernst not more than 40 days after the Closing . Seller

and Purchase r agre e that they will afford Ernst & Ern st

such access subsequent to the Closing Date to the i r h noks ,

records ano premises as Ernst & Ernst may reasonably r e ­

quest 1n orde r Lo er lcil.J l e such firm to veri fy the p hys i cal

count of the inventory . Purchaser agrees that it will

caus e Er nst & Erns t to fu rnish to Se l le r not la t er than 30

days after the Closing an esL imate of the va lue of the in­

ventory which such firm proposes to certify. In the event

Seller disagrees with such estimate, Seller not later than

five days after it has received such estimate from Ernst

& Ernst may request that the dispute be submitted to

Arthur Young & Company. The resolution of any such dis-

pute by Arthur Young & Company sha l l be conclusive for

purposes of this Agreement. The fees and expenses of

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Ernst & Ernst shall be paid by Purchaser. The fees and

expenses of Arthur Young & Company, if such firm is utilized,

s hal l b~ born~ ~q11ally by Seller and Purchaser.

(c) Purchaser hereby assumes and agrees to per­

form, and agrees to indemnify and hold Seller tree and

harmless from, (i ) a ll obligations which shall arise after

the Closing Date under each lease l isted in Exhibit A and

under each contract or commitment (except the employee

pension or benefit plAns of Seller, other than pension

and benefit obligations under collective bargaining agree ­

ments assumed by Purchaser ), which is listed in Exhibit B,

or which relates to the Trade Sales Business or the Marine

Business but is not required to be lis ted in Ex hibit B

pursuant to the provisions of Section 4. 0l (e), and (ii ) a ll

claims, damages o r liabilities (including legal and other

expenses incurred in defending agai nst the same) relatiny

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to the conduct of the Trade Sales Business or the Marine

Business subsequent to the Closing Date, other than with

respect to operations at Seller's plants at Riverside,

California, or BRlvirlere, New Jersey; provided, however,

that with respect to any claims under guctranties assumed

by Purchaser relating to paint sold prior to the Closing

Date, Seller shall be responsible for monetary obligations

under such guaranties and Purchaser shall be responsible

only for furnishing replacement paint and supervising the

application nf such replacement paint; and provided, furt her ,

that with respect to product liability, Purchaser's under-

taking to indemnify Seller hereunder shall not apply to any

finished goods 1n inventory at the Closing Date. Purchaser

agrees to give to purchasers of such finished goods only

those warranties which Seller has heretofore given in sel-

ling similar 00ods, and Purchaser agrees to limit its

warranties with respect to such goods in the same manner

as Seller has limited its warranties to purchasers.

(d) At the Closing Purchaser will:

(i) Pay to Seller Clearing House funds by an issued by Chemical Bank;

in New York bank check

(ii) Issue and deliver to Seller one or more certificates, registered in the name of Seller or its nomin~e, a::; mcty be requested by Seller at least ~ys before the Closing, for a~ate of lllllllshares of Series J Stock andlllllllshares of Series K Stock;

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postpone the Closing Date to a date not later than June

30, 1976.

Article 4 REPRESENTATIONS AND WARRANTIES OF SELLER

4.01 Seller represents and warrants to Purchaser:

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(a) Seller's Organization and Authority. Seller

is a corporation duly organized, validly existing and ln

good standing under the laws of the State of Delaware, has

the corporate power and authority to carry on the Trade

Sales Business and the Marine Business in the places where

such businesses are now being conducted. The execution,

delivery and performance of this Agreement on the part of

Seller have been duly and effectively authorized by the

Board of Directors, and by the sole stockholder, of SP.lJP.r,

and, as executed, this Agreement constitutes a valid, legal

and binding obligation of Seller, enforceable in accordance

with its terms. The execution, delivery of this Agreement

and consummation of the transaction contemplated hereby

will not result in the breach of any term or provision of,

or constitute a default under, any indenture, mortgage, deed

of trust or other agreement or instrument to which Seller is

a party, or by which it or any of its property is bound (other

than with respect to any failure to obtain the consent of

(i) a landlord to an assignment of a lease of real property

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to Purchaser or the substi t_- u l ion of Purchaser as tenant 1n

the place of Seller or (ii) the other party to any contract

or commitment to the assigllrnent thereat to Purchaser).

(b) Plants. All the build ings and facilities

used by Seller at the plants referred to in Section 2 .0l (a)

(i) and (ii) are entirely upon the land b e ing conveyed or

leased to Purchaser at the Closing.

( c } Leases. Seller has furnished Lo Purchaser

true and complete copies of the leases summarized in Exhibit

A, and such leases constitute all the leases re ferred to in

Section 2 . 01 (a) (iv). All such leases are in f ull fo r c e a nd

effect and there are no defaults thereunder by Seller in

the payment of any rent or additional rent.

(d) Inve ntory . All fin ished goods in in v entory

at the Closing Date will conform to Se l ler's specifications

therefor, and all raw mate rial s and work in pro c e ss i n in -

ventory at the Closing Date will be i tems i n good condition

and useful for the product i on of finished goods. Inventory

which is valued a t zero in a ccordance with the provisions o f

Exhibit D, or which is identified as E-numbered items on

Se lle r ' s books, is s old " as i s." Se ller makes no fu rth e r

warranty with respect to the inventory at the Closing Date,

expres s or implied, including without limi t ation any warranty

of me rchantabi lity or f i tnes s o f the inve ntory f or use . I n

the event any item in inventory constituting raw materials or

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with access to its files for the purpose of copylng the

originals.

(f) Patents, Trademarks, etc. Sel ler is ~he owner

of the registered patents listed in Appendix A to Exhibit C,

the registered copyright referred to in Section 4.1 of

Exhibit c and the registered trademarks listed in Appendices

B and C to Exhibit C, free and clear of any mortgages, l i ens

or security interests of any nature whatsoever, ctnd, l:.o the

best of Seller's knowledge, Seller has not expressly granted

to third persons any license covering, or other rights

as to, the use of such patents, copyright a nd trademarks

except pursuant to the Lice nse AgreemP.n~s listed in Appendices

D and D-1 to Exhibit c. DNR Finishes, Inc . is the owner of

the registered trademark "Caesar", and such r eg istered trade-

mark is free and clear of any mortgage, lien or security

interest whatsoever .

(g) Devoe & Rayno lds Company, Inc. Devoe & I Raynolds Company, Inc . i~ a corpor a tion duly organized, validly

existing and in good standing under the l aws of the State

of Delaware and has no assets and no liabilities. Th e autho-

rized capital stock of Devoe & Raynolds Company, Inc. con-

sists of 1,000 shares, without oar value, 10 o f which have

been duly und validl y issued, are fully pa id and nonassess ab l e

a nd a r e owned by Seller free and clear of any mortgage, lien ,

charge or encumbrance .

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(h) Devoe & Raynolds Liwi.ted_. Devoe & !\aynolds

Limited is a corporation duly organized, validly existing

and in good standing under the laws of England and has no

assets and no liabilities. The outstanding capital stock

of Devoe & Raynolds Limited consists of 100 ordinary sharPs,

par value bl per sharR, all of which have been duly and validly

issued, are fully paid and nonassessable and are owned by Seller

free and clear of any mortgage, lien, charge or encumbrance.

( i) DNR Finishes, Inc. DNR Finishes, Inc. is a

corporation duly organized, validly existing and in good

standing under the lo.ws of Delaware am] ltds no assets, other

than the righls tu the reg istered trademark "Caesar", and

no liabilities. The a uthoriz ed capital stock of DNR Finishes,

Inc. consists of 500 shares of common stock, all of which

have been duly and validly issued, are fully paid and non-

assessable and a re owned by ~elanese Corporation free and

clear of any mortgage, lien, charge ur encumbrance.

( j ) Litigation. There are not any outstanding

actions, suits, claims, investigations or other proceedings

pending, or to the knowledge of Seller threatened, against

Seller which can reasonably be expected t o have a mater i a lly

adverse effect on thP Assets to be acq uired by Purchase r or ,

except as referre d to i n Section 7.1 of the Technica l hgrccmen~,

o.ny claim pending, or to Lhe knowledge of Seller threatened,

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MEMORANDUM OF CLOSING

Grow Chemical Corp.

Acquisition of Assets from Celanese Coatings & Specialties Company

June l, 1976

DESCRIPTION OF TRANSACTION

On May 10, 1976 Grow Chemical Corp. ("Grow") and

Celanese Coatings & Specialties Company ("Coatings"), a wholly-

owned subsidiary of Celanese Corporation ("Celanese"), entered

into an Agreement (the "Basic Agreement") providing for the

sale by Coatings to Grow or a wholly-owned subsidiary of Grow

of certain real property, leasehold interests, inventory,

accounts receivable and othe.::- assets of Coatings (the · "Assets")

related to Coatings' business involving generally, the production

and sale of paints and coating compositions for use in the

decoration and protection of buildings, including industrial

maintenance uses (the "Trade Sales Business") and in marine

and offshore applications (the "Marine Business"). The Basic

Agreement provided for a total consideration to be received

by Coatings for the Assets of consisting of certain

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preferred stock of Grow (the "Preferred Stock") valued at

~and cash of

In connection with the transaction, Grow formed a

wholly-owned subsidiary, Devoe & Raynolds Company, Inc.

("Devoe"), and assigned to Devoe all Grow's rights and certain

of Grow's obligations (excluding, among other things, Grow's

obligation to issue the Preferred Stock to Coatings) under the

Basic Agreement.

THE CLOSING

The closing of the transactions under the Basic

Agreement and related matters (the "Closing") was held at the

offices of Lord, Day & Lord, 25 Broadway, New York, New York

on June l, 1976 effective as of 10:00 A.M., New York Time.

At the Closing, Devoe acquired the Assets, Grow issued the

Preferred Stock to Coatings and Devoe paid $ to

Coatings. The funds used by Devoe in the transaction were a

portion of the proceeds of a borrowing by Devoe of

from Chemical Bank under a Loan Agreement, dated as of June

1, 1976 (the "Loan Agreement"), between Devoe and Chemical Bank

entered into as a part of the Closing.

All transactions at the Closing were deemed to have

taken place simultane ously and no t ransac tion was deemed t o

have been comple ted, and no document was deeme d to have been

delivered, until all transactions had been completed and all

documents had been delivered. The persons who participated

in the Closing are listed in Annex A hereto and certain terms

used in this Memorandum are defined in Annex B hereto.

TABLE OF CONTENTS

VOLUNE I

Description of Document

I. DOCUHENTS EXECUTED AND DELIVERED PRIOR TO THE CLOSING

Conforme d c opy of Basic Agreement, executed and delivered on May 10, 1976, including Exhibits A, B, D and F (for Exhibits C, E and G as executed, see documents 29, 50 and 40)

Letter Agreement, dated Nay 10, 197 6 , between Coa tings and Grow relating to the Preferred Stoc k

Letter Agreement, dated May 10, 1976, between Coatings and Grow relating, among other things, to Grow not entering into certain agreemen ts

Letter, d ated May 10, 1 9 76, from Coatings to Grow transmitting certain materials with respect to trademark controversies

Letter Agreement, dated May 12, 1976, betwee n Coatings a nd Grow a me nding Sec tion ll and Exhi bit B to the Basic Agree me nt

Certificute of Amendment to t h e Certifica te of Incorporation of Devoe & Raynolds Company, Inc. changing its name to Eoved Chemical corp., dated Hay 1 8 , 1 9 76, certified by the Secretary of State of Delaware

Certificate of Incorporation of De voe dated May 19 , 1976 , certified by the secretary of State of Delaware

3

Document LJo.

1

2

3

4

5

6

7

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Description of Document

II. DOCill1ENTS DELIVERED AT THE CLOSING

A. Additional Letter Agreements With Respect to the Basic Agreement

Letter Agreement, dated as of May 10, 1976, between Coatings and Grow relating, among other things, to the Preferred Stock, the use by coatings of certain trademarks and certain provisions of the Technical Agreement

Letter, date d June 1, 1976, from Grow to Celanese with respect to causing Devoe to declare dividend!:i for the purpose of providing funds to pay dividends and sinking fund payments on the Preferred Stock

Letter Agreement, dated May 28, 1976, between Coatings and Grow amending Exhibit A to the Basic Agreement

Letter Agreement, dated June l, 1976, between Grow and Coatings amending Section 11.02(a) (v) and Exhibit B to the Basic Agreement

Letter Agreement, dated June 1, 1976, b etween Coatings and Devoe with respect to Section 4.0l(b) of the Basic Agreement

Letter Agreement, dated June 1, 1976, b e tween Coatings ctnd Devoe with respect to substituting Devoe for Coa tings unde r certain leases

Letter, d atP.d June l, 1976, from Grow to Coatings approving the inclusion of an additional Purchase Order in Exhibit B to the Basic Agreeme.nt

B. Assiqnrnent and Assumption Agreement

Assignment a nd 1\ssumption Agre.ement, b e twe e n Grow and Devoe, consented to by Coatings, assigning to uevoe all of Grow's rights a nd c erta in of Grow's obligations under the Basic Agree ment

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Document No.

8

9

10

11

12

13

14

15

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Description of Document

C. Transfer of the Assets to Devoe

Transfer of the Properties

Quitclaim Deed, dated as of May 28, 1976, by Coatings to Devoe with respect to the Louisville Property, including evidence of recordation

Commitment For Title Insurance, dated April 27, 1976 with respect to the Louisville P:r;operty, with handwritten changes as of June 1, 1976

Bargain and Sale Deed, with Covenant Against Grantor's Acts, dated May 28, 1976 by Coatings to Devoe with respect to the Houston Property, including evidence of recordation

Telex dated May 27, 1976, from Mr. W.C. Merritt, Division Manager, Santa Fe Land Improvement Company, 900 Polk Street, Amarillo, Texas 79171 to Mr. Gay V. Land of Celanese waiving a right of first refusal with respect to the Houston Property

Title Report, date d April 16, 1976, with respect to the Houston Property, with handwritten changes as of June 1, 1976

Bargain and Sale Deed, dated May 28, 1976, by Coatings to Devoe with respect to the Miami Property, including evidence of recordation

Commitment For Title Insurance, dated April 22, 1976, with respect to the Miami Property, with handwritten change s as of June 1, 1976

Lettc~ Agreement, dated May 28, 1976, among Coatings, Devoe and Title Company with r e spect to the deeds conveying the Properties

Letter dated June 1, 1976, from Coatings and Davoe to the Title Company instrur. ting the Title Company to deliver and record the deeds conveying the Properties

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Document No.

16

17

18

19

20

21

22

23

24

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Description of Document

Transfer of the Leases

Form of Substitution A<Jreement executed ~vi t h respect to the Leases listed in the attachment thereto

Form of Assignment executed with respect to the Leases listed in attachment thereto

Form of Assignment, subject to consent of landlord, executed with respect to the Leases listed in attachment thereto

Form of Sublease executed with respect to the Leases listed in attachment thereto

Transfer of Patents, Copyright, Trade marks, Trade Names and License Rights

Technical Agreement among Coatings, Celanese and De voe

Transfer of the Stock of Certain Subsidiaries

Certificates Nos. 1 and 2 for 1 0 0 ordinary shares of Devoe & Raynolds Limited acc ompanied by a stock power signed by coatings i n favor of Devoe

Ce rtifica t e for 100 o r di nary shares o f Devoe & Raynolds Limited issued in the name of Devoe

Stock p ower s i gned by Coa t ings in favor o f Devoe with respect to 500 shares of common stock of DNR

Certi f i ca t e for 500 shares of c ommon s t ock of DNR issued in the name of Devoe

Assi gnme nt by DNR t o Coa tin gs of a ll i t s asse t s other than its rights to the trademark "Caesar"

Certifi cate f or 10 shares o f the c ap i ta l stock of Eoved accompanied by a stock power signed by Coating s in favor of De voe

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Document No.

25

26

27

28

29

30

31

32

33

34

35

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i I l t

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J t

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Description of Document

Certificate for 10 shares of the capital stock of Eoved issued in the name of Devoe

Transfer of Other Assets

Bill of Sale, Assignment and Deed from Coatings to Devoe with rc~pcct to the Assets

Payment of the Purchase Price

Checks of Chemical Bank payable to the order of Devoe in an aggregate amount of $18,000,000, endorsed by Devoe to the order of Coatings

Receipt by ~or checks in an aggregate amount of$-

Certificate of Amendment of the Certificate of Incorporation of Grow, containing the terms and provisions of the Preferred Stock, certified by the Secretary of State of New York

Certificate for- shares of Series J Preferred issued in the name of Coatings

Certificate for ~hares of Series K Preferred issued in the name of Coa tings

Receipt by Coatings for the Certificates representing the Preferred Stock

Purchase Agreement among Devoe, Grow and Coatings with respect to the purcha se by De voe, under certai n circumstances, of the Serie s J Preferred

Purchase Agreement among Devoe, Grow and Coatings with respect to the purchase by Devoe, under certain circumstances, of the Series K Preferred

Undertaking b y Devoe t o Coatings as referred to i n Section 2.02 (d) (iii ) o f the Basi c Agreement

E. Updating of Represen t a tions and Warra ntie s

Ce rti f icate of Gay V. Land , Authorized Agent of Coa tings, p ursuant to Section 7 . 0l (b ) of the Basic Agreeme nt

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Document No.

36

37

38

39

40

41

42

43

44

45

46

47