Browse > Home / IndustryIntelligence / Construction / Supplies / Miscellany

Supplies & Fixtures

Miscellany

Page 1 of 61 2 3 4 5 6

$31	Preview Subscribers	2002	Obligor Assignment Agreement Obligor Assignment Agreement (4K) Doc #145854: Click preview link for longer preview. OBLIGOR ASSIGNMENT AGREEMENT This ASSIGNMENT AGREEMENT (Assignment) dated November 14, 2002 (the Effective Date) is made among CONTRACTOR SUPPLY INCORPORATED, an Indiana corporation (Contractor Supply), MAXCO, INC., a Michigan corporation (Maxco) and ERSCO CORPORATION, a Michigan corporation (Ersco). RECITALS: A. Maxco is the obligor under certain promissory notes originally payable to the order of Comerica Bank (Bank) which are listed and detailed on Exhibit A attached hereto (the Assigned Notes). B. The outstanding principal balance due under each of the Assigned Notes as of November 12, 2002 is set forth on Exhibit A. C. The Assigned Notes were assigned from Bank to Contractor Supply by Assignment Agreement dated November 14, 2002. Bank also assigned the related guaranty, security agreement and UCC financing statement (the Assigned Documents). D. Maxco, Ersco, Contractor Supply and Ambassador are parties to a Stock Purchase Agreement dated November 14, 2002 (the Purchase Agreement) whereby Contractor Supply purchased all of the stock of Ersco from Maxco. The representations and warranties, and the provisions regarding indemnification and resolution of conflict in the Purchase Agreement shall be incorporated by reference into this Assignment. E. As a part of the transactions under the Purchase Agreement, Maxco is assigning its obligations and liabilities under each of the Assigned Notes to Ersco, and Contractor Supply is consenting to that Assignment. In consideration of the premises and the mutual promises contained herein the parties agree as follows: 145854	Maxco Maxco Inc. ( Supplies & Fixtures ) As referenced in this Obligor Assignment Agreement: maxco, inc. – Maxco, Inc. EX-10.29 6 k72404qexv10w29.htm EX-10.29 OBLIGOR ASSIGNMENT DATED 11/14/ maxco, inc. – 2002 (the Effective Date) is made among CONTRACTOR SUPPLY INCORPORATED, an Indiana corporation (Contractor Supply), MAXCO, INC. , a Michigan corporation (Maxco) and ERSCO CORPORATION, a Michigan corporation (Ersco). RECITALS: & maxco, inc. – the parties hereto have executed this Assignment as of the Effective Date. Maxco, Inc. Ersco Corporation By: /s/ Max A. Coon Max A. Coon, President dt 9594 ; Comerica Bank Comerica Bank ( Regional Banks ) As referenced in this Obligor Assignment Agreement: Comerica Bank – and ERSCO CORPORATION, a Michigan corporation (Ersco). RECITALS: A. Maxco is the obligor under certain promissory notes originally payable to the order of Comerica Bank (Bank) which are listed and detailed on Exhibit A attached hereto (the Assigned Notes). B. The outstanding principal balance due under each _____________ dt 106944 ;	Contractor Supply Inc.; Ersco Corp.
$33	Preview Subscribers	2003	Preferred Stock Option Agreement Preferred Stock Option Agreement (10K) Doc #153255: Click preview link for longer preview. THIS OPTION AGREEMENT ("Agreement") is made as of the date set forth above between Urecoats Industries Inc., a Delaware corporation (the "Company"), and the optionee named above (the "Optionee"). The option granted by this Agreement is designated a "Series C Preferred Option" granted hereby: 1. Grant of Option. Pursuant to and subject to the terms and conditions of the Agreement, the Company grants to the Optionee, the right and option (the "Call Option") to purchase at $20.00 per share (the "Stated Value") on the terms and conditions hereinafter set forth all or any part of an aggregate of 250,000 shares of Series C Convertible Preferred Stock (the "Series C Preferred Stock" or the "Shares") of the currently authorized and unissued Series C Preferred Stock, par value $1.00 per share of Urecoats Industries Inc. The Call Option shall be exercisable, in whole or in part, during the period commencing with the date on which it is granted and ending on December 31, 2003, subject to the terms and conditions hereof. 2. Method of Exercise by Optionee. (a) The Call Option may be exercised pursuant thereto by written notice to the Company stating the number of Shares with respect to which the option is being exercised, together with payment in full: (i) in cash or certified check; (ii) securities or other liquidable property; (iii) acknowledgement of cancellation of the Company's indebtedness to the Optionee; or (iv) any combination of the foregoing. If requested by the Board of Directors, prior to the delivery of any Shares, the Optionee shall supply the Board of Directors with a representation that the Shares are not being acquired with a view to unlawful distribution and will be sold or otherwise disposed of only in accordance with applicable federal and state statutes, rules and regulations. (b) As soon after the notice of exercise as the Company is reasonably able to comply, the Company shall, without payment of any transfer or issue tax by the Optionee, deliver to the Optionee or any such other person, at the main office of the Company or such other place as shall be mutually acceptable, a certificate or certificates for the Shares being purchased upon exercise of the Call Option. Notwithstanding the foregoing, the Company shall have the right to postpone the time of delivery of the Shares for such period as may be required for it with reasonable diligence to comply with any applicable listing requirements of any national securities exchange or any state or local law. (c) The Optionee may exercise the Call Option for less than the total number of Shares for which the Call Option is then exercisable, provided that a partial exercise may not be for fewer than 25,000 shares, unless the remaining shares exercisable under the Call Option is for less than 25,000 shares. The Call Option may be exercisable for whole shares only. The Series C Preferred Stock issuable upon exercise shall be restricted shares as such terms are defined under the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder, and shall be acquired for investment and not with a view to the unlawful distribution thereof. 153255	Urecoats Urecoats Industries Inc. ( Supplies & Fixtures ) As referenced in this Preferred Stock Option Agreement: URECOATS INDUSTRIES – J. Kurtz EX-10.6 8 ex10-6.htm EXHIBIT 10.6 Exhibit 10.6 URECOATS INDUSTRIES INC. a Delaware corporation SERIES C PREFERRED STOCK OPTION AGREEMENT Richard J. Kurtz March 21, Urecoats Industries – 2 THIS OPTION AGREEMENT ("Agreement") is made as of the date set forth above between Urecoats Industries Inc., a Delaware corporation (the "Company"), and the optionee named above (the "Optionee"). The option Urecoats Industries – currently authorized and unissued Series C Preferred Stock, par value $1.00 per share of Urecoats Industries Inc. The Call Option shall be exercisable, in whole or in part, during the period Urecoats Industries – the terms hereof shall be forwarded by mail and fax as follows: To the Company: Urecoats Industries Inc. Quorum Business Center 718 South Military Trail Deerfield Beach, FL 33442 Or to Optionee: URECOATS INDUSTRIES – Cliffs, NJ 07632 Executed by the Company as of this 21st day of March, 2003. URECOATS INDUSTRIES INC. a Delaware corporation By: /s/ Timothy M. Kardok, CEO and President ACCEPTED: ("OPTIONEE") /s/ dt 30630 ;	Richard J. Kurtz
$38	Preview Subscribers	2003	Master Agreement Master Agreement (77K) Doc #153529: Click preview link for longer preview. International Swap Dealers Association, Inc. MASTER AGREEMENT dated as of March 28, 2002 Maverick Tube Corporation, a Delaware corporation, and JPMorgan Chase Bank have entered and/or anticipate entering into one or more transactions (each a "Transaction") that are or will be governed by this Master Agreement, which includes the schedule (the "Schedule"), and the documents and other confirming evidence (each a "Confirmation") exchanged between the parties confirming those Transactions. Accordingly, the parties agree as follows:-- 1. Interpretation (a) Definitions. The terms defined in Section 14 and in the Schedule will have the meanings therein specified for the purpose of this Master Agreement. (b) Inconsistency. In the event of any inconsistency between the provisions of the Schedule and the other provisions of this Master Agreement, the Schedule will prevail. In the event of any inconsistency between the provisions of any Confirmation and this Master Agreement (including the Schedule), such Confirmation will prevail for the purpose of the relevant Transaction. (c) Single Agreement. All Transactions are entered into in reliance on the fact that this Master Agreement and all Confirmations form a single agreement between the parties (collectively referred to as this "Agreement"), and the parties would not otherwise enter into any Transactions. 2. Obligations (a) General Conditions. (i) Each party will make each payment or delivery specified in each Confirmation to be made by it, subject to the other provisions of this Agreement. (ii) Payments under this Agreement will be made on the due date for value on that date in the place of the account specified in the relevant Confirmation or otherwise pursuant to this Agreement, in freely transferable funds and in the manner customary for payments in the required currency. Where settlement is by delivery (that is, other than by payment), such delivery will be made for receipt on the due date in the manner customary for the relevant obligation unless otherwise specified in the relevant Confirmation or elsewhere in this Agreement. (iii)Each obligation of each party under Section 2(a)(i) is subject to (1) the condition precedent that no Event of Default or Potential Event of Default with respect to the other party has occurred and is continuing, (2) the condition precedent that no Early Termination Date in respect of the relevant Transaction has occurred or been effectively designated and (3) each other applicable condition precedent specified in this Agreement. (b) Change of Account. Either party may change its account for receiving a payment or delivery by giving notice to the other party at least five Local Business Days prior to the scheduled date for the payment or delivery to which such change applies unless such other party gives timely notice of a reasonable objection to such change. (c) Netting. If on any date amounts would otherwise be payable:-- (i) in the same currency; and (ii) in respect of the same Transaction, by each party to the other, then, on such date, each party's obligation to make payment of any such amount will be automatically satisfied and discharged and, if the aggregate amount that would otherwise have been payable by one party exceeds the aggregate amount that would otherwise have been payable by the other party, replaced by an obligation upon the party by whom the larger aggregate amount would have been payable to pay to the other party the excess of the larger aggregate amount over the smaller aggregate amount. The parties may elect in respect of two or more Transactions that a net amount will be determined in respect of all amounts payable on the same date in the same currency in respect of such Transactions, regardless of whether such amounts are payable in respect of the same Transaction. The election may be made in the Schedule or a Confirmation by specifying that subparagraph (ii) above will not apply to the Transactions identified as being subject to the election, together with the starting date (in which case subparagraph (ii) above will not, or will cease to, apply to such Transactions from such date). This election may be made separately for different groups of Transactions and will apply separately to each pairing of Offices through which the patties make and receive payments or deliveries. (d) Deduction or Withholding for Tax. (i) Gross-up. All payments under this Agreement will be made without any deduction or withholding for or on account of any Tax unless such deduction or withholding is required by any applicable law, as modified by the practice of any relevant governmental revenue authority, then in effect. If a party is so required to deduct or withhold, then that party ("X") will:-- (1) promptly notify the other party ("Y") of such requirement; (2) pay to the relevant authorities the full amount required to be deducted or withheld (including the full amount required to be deducted or withheld from any additional amount paid by X to Y under this Section 2(d)) promptly upon the earlier of determining that such deduction or withholding is required or receiving notice that such amount has been assessed against Y; (3) promptly forward to Y an official receipt (or a certified copy), or other documentation reasonably acceptable to Y, evidencing such payment to such authorities; and (4) if such Tax is an Indemnifable Tax, pay to Y, in addition to the payment to which Y is otherwise entitled under this Agreement, such additional amount as is necessary to ensure that the net amount actually received by Y (free and clear of Indemnifiable Taxes, whether assessed against X or Y) will equal the full amount Y would have received had no such deduction or withholding been required. However, X will not be required to pay any additional amount to Y to the extent that it would not be required to be paid but for:-- (A) the failure by Y to comply with or perform any agreement contained in Section 4(a)(i), 4(a)(iii) or 4(d); or (B) the failure of a representation made by Y pursuant to Section 3(f) to be accurate and true unless such failure would not have occurred but for (I) any action taken by a tang authority, or brought in a court of competent jurisdiction, on or after the date on which a Transaction is entered into (regardless of whether such action is taken or brought with respect to a party to this Agreement) or (II) a Change in Tax Law. (ii) Liability. If:-- (1) X is required by any applicable law, as modified by the practice of any relevant governmental revenue authority, to make any deduction or withholding in respect of which X would not be required to pay an additional amount to Y under Section 2(d)(i)(4); (2) X does not so deduct or withhold; and (3) a liability resulting from such Tax is assessed directly against X, then, except to the extent Y has satisfied or then satisfies the liability resulting from such Tax, Y will promptly pay to X the amount of such liability (including any related liability for interest, but including any related liability for penalties only if Y has failed to comply with or perform any agreement contained in Section 4(a)(i), 4(a)(iii) or 153529	Maverick Tube Maverick Tube Corp. ( Supplies & Fixtures ) ; ISDA International Swap Dealers Association Inc. ( Associations ) As referenced in this Master Agreement: International Swap Dealers Association, – DOCUMENT} {TYPE}EX-10 {SEQUENCE}3 {FILENAME}exhibit10-1.txt {DESCRIPTION}ISDA MASTER AGREEMENT {TEXT} Exhibit 10.1 (Multicurrency--Cross Border) ISDA(R) International Swap Dealers Association, Inc. MASTER AGREEMENT dated as of March 28, 2002 Maverick Tube Corporation, a Delaware corporation, and JPMorgan Chase Bank have entered and/ _____________ dt 97884 ;	ISDA International Swaps & Derivatives Association, Inc. ( Associations ) As referenced in this Master Agreement: ISDA – {DOCUMENT} {TYPE}EX-10 {SEQUENCE}3 {FILENAME}exhibit10-1.txt {DESCRIPTION}ISDA MASTER AGREEMENT {TEXT} Exhibit 10.1 (Multicurrency--Cross Border) ISDA(R) International Swap Dealers Association, _____________ ISDA( – FILENAME}exhibit10-1.txt {DESCRIPTION}ISDA MASTER AGREEMENT {TEXT} Exhibit 10.1 (Multicurrency--Cross Border) ISDA( R) International Swap Dealers Association, Inc. MASTER AGREEMENT dated as of March 28, 2002 Maverick _____________ dt 75806 ; JPMorgan Chase JPMorgan Chase Bank ( Financial ) As referenced in this Master Agreement: JPMorgan Chase – MASTER AGREEMENT dated as of March 28, 2002 Maverick Tube Corporation, a Delaware corporation, and JPMorgan Chase Bank have entered and/or anticipate entering into one or more transactions (each a "Transaction") JPMORGAN CHASE – effect from the date specified on the first page of this document. MAVERICK TUBE CORPORATION JPMORGAN CHASE BANK By: /s/ Pamela G. Boone By: --------------------- ---------------- Name: Pamela G. Boone Name: Title: V.P. dt 45884
$33	Preview Subscribers	2003	Interest Rate Swap Confirmation Interest Rate Swap Confirmation (9K) Doc #153831: Click preview link for longer preview. JPMorgan Chase Bank Global Derivative Operations 4 Metrotech Center, 17th Floor Brooklyn, New York 11245 Interest Rate Swap Confirmation To : Maverick Tube Corporation 16401 Swingley Ridge Road Suite 700 Chesterfield, MO 63017 Attn : Pam Boone Tel : 636 733 1600 Fax : 636 733 1671 Date : 24 March 2003 Re : Transaction Reference No. 0000353300 / 64715094 The purpose of this letter agreement is to confirm the terms and conditions of the Transaction entered into between us on the Trade Date below. It constitutes a "Confirmation" as referred to in the ISDA Master Agreement described below. The definitions and provisions contained in the 2000 ISDA Definitions as published by the International Swaps and Derivatives Association, Inc. ("ISDA") are incorporated into this Confirmation. In the event of any inconsistency between those definitions and provisions and this Confirmation, this Confirmation will govern. Each party represents and warrants to the other that (i) it is duly authorized to enter into the Transaction to which this Confirmation relates and to perform its obligations hereunder and (ii) the person executing this Confirmation is duly authorized to execute and deliver it. 1. This Confirmation evidences a complete and binding agreement between you and us as to the terms of the Transaction to which this Confirmation relates. In addition, you and we agree to use all reasonable efforts to promptly negotiate, execute, and deliver an agreement in the form of the ISDA Master Agreement (Multicurrency-Cross Border) (the "ISDA Form"), with such modifications as you and we will in good faith agree. Upon the execution by you and we of such an agreement, this Confirmation will supplement, form a part of, and be subject to, that agreement. All provisions contained or incorporated by reference in that agreement upon its execution will govern this Confirmation except as expressly modified below. Until you and we execute that agreement, this Confirmation, together with all other documents referring to the ISDA Form (each a "Confirmation") confirming transactions (each a "Transaction") entered into between you and we (notwithstanding anything to the contrary in a Confirmation), shall supplement, form a part of, and be subject to an agreement in the form of the ISDA Form as if you and we had executed an agreement in such form (but without any Schedule except for the election of the laws of the State of New York as the governing law and United States Dollars as the Termination Currency) on the Trade Date of the first such Transaction between you and we. In the event of any inconsistency between provisions of that agreement and this Confirmation, this Confirmation will prevail for the purpose of the Transaction to which this Confirmation relates. The parties to this Transaction are JPMorgan Chase Bank("JPMorgan") and Maverick Tube 153831	Maverick Tube Maverick Tube Corp. ( Supplies & Fixtures ) ; ISDA International Swaps & Derivatives Association, Inc. ( Associations ) As referenced in this Interest Rate Swap Confirmation: ISDA – us on the Trade Date below. It constitutes a "Confirmation" as referred to in the ISDA Master Agreement described below. The definitions and provisions contained in the 2000 ISDA Definitions as _____________ ISDA – in the ISDA Master Agreement described below. The definitions and provisions contained in the 2000 ISDA Definitions as published by the International Swaps and Derivatives Association, Inc. ("ISDA") are incorporated _____________ International Swaps and Derivatives Association – below. The definitions and provisions contained in the 2000 ISDA Definitions as published by the International Swaps and Derivatives Association , Inc. ("ISDA") are incorporated into this Confirmation. In the event of any inconsistency between _____________ ISDA" – in the 2000 ISDA Definitions as published by the International Swaps and Derivatives Association, Inc. ("ISDA" ) are incorporated into this Confirmation. In the event of any inconsistency between those definitions _____________ ISDA – reasonable efforts to promptly negotiate, execute, and deliver an agreement in the form of the ISDA Master Agreement (Multicurrency-Cross Border) (the "ISDA Form"), with such modifications as you and we _____________ dt 75564 ;	JPMorgan Chase JPMorgan Chase Bank ( Financial ) As referenced in this Interest Rate Swap Confirmation: JPMorgan Chase – SEQUENCE}4 {FILENAME}exhibit10-2.txt {DESCRIPTION}INTEREST RATE SWAP CONFIRMATION {TEXT} Exhibit 10.2 JPMorgan Chase Bank Global Derivative Operations 4 Metrotech Center, 17th Floor Brooklyn, New York 11245 Interest Rate JPMorgan Chase – purpose of the Transaction to which this Confirmation relates. The parties to this Transaction are JPMorgan Chase Bank("JPMorgan") and Maverick Tube Corporation (the "Counterparty"). 2. The terms of the particular JPMORGAN CHASE – 360 Business Days : London, New York Calculation Agent: JPMorgan 3. Account Details Payments to JPMorgan: JPMORGAN CHASE BANK, NEW YORK, FAVOR:JPMORGAN CHASE BANK, NY, A/C# 900-900-1364 Payments to :JPMORGAN CHASE – Calculation Agent: JPMorgan 3. Account Details Payments to JPMorgan: JPMORGAN CHASE BANK, NEW YORK, FAVOR:JPMORGAN CHASE BANK, NY, A/C# 900-900-1364 Payments to Counterparty: To be Advised 4. Office, JPMORGAN CHASE – agreement by executing a copy of this Confirmation and returning it to us. Yours sincerely, JPMORGAN CHASE BANK By:/s/ Deborah Hooper Name: Deborah Hooper Title: Vice President Confirmed as of the dt 45888
$57	Preview Subscribers	2002	Business Valuation and Financial Advisory Services Business Valuation and Financial Advisory Services (106K) Doc #163944: Click preview link for longer preview. BUSINESS VALUATION AND FINANCIAL ADVISORY SERVICES CRONKITE & KISSELL November 15, 2001 Marilyn A. Schroeder Chief Financial Officer The Coeur d'Alenes Company 3900 East Broadway I Spokane, WA 99202 Dear Ms. Schroeder: At your request, we have appraised the fair market value of the common stock of The Coeur d'Alenes Company ("Coeur d'Alenes" or the "Company") as of August 31, 2001. It is our understanding that you are contemplating a reverse stock split that would reduce outstanding shares and result in the buy-out of approximately 300 to 400 minority shareholders. Your objective is to effect the buy-out on the basis of a fair market value assessment by an independent valuation firm. The term "fair market value," as used herein, is defined as the price at which an asset would change hands between a willing buyer and a willing seller when the former is not under any compulsion to buy and the latter is not under any compulsion to sell, and both parties are able, as well as willing, to trade and are well-informed about the asset and the market for that asset. It is the understanding of Cronkite & Kissell, upon which it is relying, that the Company' s Board of Directors and any other recipient of the appraisal will consult with and rely solely upon their own legal counsel with respect to said definitions. No representation is made herein, or directly or directly by the appraisal, as to any legal matter or as to the sufficiency of said definitions for any purpose other than setting forth the scope of Cronkite & Kissell's appraisal hereunder. In connection with this appraisal, we have made such reviews, analyses and inquiries as we have deemed necessary and appropriate under the circumstances. Among other things, we have: 1. met with certain members of the senior management of the Company to discuss the operations, financial condition, future prospects and projected operations and performance of the Company; 2. reviewed the Company's internally-prepared financial statements for the eleven months ended August 25, 2000 and 2001 and the audited financial statements for the five fiscal years ended September 30, 2000; 3. reviewed publicly available financial data for certain companies that we deem comparable to the Company; and 4. conducted such other studies, analyses and inquiries as we have deemed appropriate. We have relied upon and assumed, without independent verification, that there has been no material change in the assets, financial condition, business or prospects of the Company since the date of the most recent financial statements made available to us. We have not independently verified the accuracy and completeness of the information supplied to us with respect to the Company and do not assume any responsibility with respect to it. We have not made any physical inspection or independent appraisal of any of the properties or assets of the Company. All valuation methodologies that estimate the worth of an enterprise as a going-concern are predicated on numerous assumptions pertaining to prospective economic and operating conditions. Our opinion is necessarily based on business, economic, market and other conditions as they exist and can be evaluated by us as of the valuation date. Unanticipated events and circumstances may occur and actual results may vary from those assumed. The variations may be material. Based upon the investigation, premises, provisos, and analyses outlined above, it is our opinion that, as of August 31, 2001, the fair market value of the common stock of Coeur d'Alenes on an aggregate minority interest basis is reasonably stated in the amount of FOUR HUNDRED FORTY FOUR THOUSAND DOLLARS ($444,000) or approximately $.08 per share based on 5,340,804 common shares issued and outstanding. The accompanying exhibits more fully present the premises, analyses and logic upon which the opinion is founded. The abbreviated format of the appraisal may not conform to specific guidelines set forth in the Uniform Standards of Professional Appraisal Practice (U.S.P.A.P.) pertaining only to the narrative content of reports. Nonetheless, our work files contain all necessary analyses and documentation to prepare a conforming narrative report, if so requested, and our work product is otherwise in compliance with applicable standards of U. S.P.A.P. Before relying upon the appraisal, the accompanying documentation and exhibits should be read and analyzed in their entirety. CRONKITE & KISSELL Cronkite & Kissell Attachments www.ckvalue.com Tel: 3I0.284.3131 Fax: 3I0.362.8886 1888 Century Park East, Suite 1900 Los Angeles, California 90067 LIMITING FACTORS AND OTHER ASSUMPTIONS In accordance with recognized professional ethics, the professional fee for this service is not contingent upon Cronkite & Kissell's conclusion of value, and neither Cronkite & Kissell nor any of its employees has a present or intended financial interest in the Company. The opinion of value expressed herein is valid only for the stated purpose and date of the letter. The conclusions are based upon the assumption that present management would continue to maintain the character and integrity of the enterprise through any sale, reorganization, or diminution of the owners' participation. This letter and the conclusions arrived at herein are for the exclusive use of the Company. Furthermore, the letter and conclusions are not intended by the author, and should not be construed by the reader, to be investment advice in any manner whatsoever. The conclusions reached herein represent the considered opinion of Cronkite & Kissell based upon information furnished to it by the Company and other sources. The extent to which the conclusions and valuations arrived at herein should be relied upon, should be governed and weighted accordingly. No opinion, counsel or interpretation is intended in matters that require legal or other appropriate professional advice. It is assumed that such opinions, counsel or interpretations have been or will be obtained from the appropriate professional sources. CERTIFICATION The undersigned hereby certifies that we have no present or contemplated future interest in the property that is the subject of this opinion and have no personal interest or bias with respect to the parties involved; neither our employment nor our compensation in connection with this with this opinion is in any way contingent upon the conclusions reached or values estimated and reflects our personal, unbiased professional judgment; this appraisal has been prepared in conformance with the "Uniform Standards of Professional Appraisal Practice" except as noted herein; no person or persons other than those acknowledged below contributed significant professional assistance to the 163944	A.M. Castle A.M. Castle & Co. ( Commodities ) As referenced in this Business Valuation and Financial Advisory Services: A.M. Castle – EBIT Margin 4.0% The Coeur d'Alenes Company Exhibit 3 Description of Guideline Companies A.M. Castle & Co. A. M. Castle & Co. is a metals service center company. The company provides dt 26996 ; Friedman Friedman Industries Inc. ( Supplies & Fixtures ) As referenced in this Business Valuation and Financial Advisory Services: Friedman Industries. – forms, including round, hexagon, square and flat bars; plates; tubing; shapes, and sheet and coil. Friedman Industries. Incorporated Friedman Industries, Incorporated, is in the steel processing and distribution business. The company Friedman Industries, – hexagon, square and flat bars; plates; tubing; shapes, and sheet and coil. Friedman Industries. Incorporated Friedman Industries, Incorporated, is in the steel processing and distribution business. The company has two product FRIEDMAN INDUSTRIES – unless otherwise noted. The Coeur d'Alenes Company Exhibit 4 Guideline Public Companies - Income Statement FRIEDMAN INDUSTRIES frd FISCAL YEAR END INCOME STATEMENT * 12MM ($ MILLIONS) Jun0l % Mar0l % Mar00 % Mar99 % Mar98 % Mar97 % FRIEDMAN INDUSTRIES – unless otherwise noted. The Coeur d'Alenes Company Exhibit 4 Guideline Public Companies - Balance Sheet FRIEDMAN INDUSTRIES frd FISCAL YEAR END BALANCE SHEET * ($ MILLIONS) Jun0l Mar0l Mar00 Mar99 Mar98 Mar97 Cash & dt 28568 ; Metals USA Metals USA Inc. ( Commodities ) As referenced in this Business Valuation and Financial Advisory Services: Metals USA, Inc – processes customer-owned coils on a fee basis. Through its Texas Tubular Products operation in Lone Star, Texas, the company purchases, processes, manufactures and markets tubular products. Metals USG Inc. Metals USA, Inc . is engaged in the value-added proceSsing and distribution of steel, aluminum and specialty metals, as well as manufacturing metal components. During 1998, the company organized into four product _____________ METALS USA INC – 46.039 100 $38.117 100 Al data obtained from Standard & Poor's Compustat database unless otherwise noted. The Coeur d'Alenes Company Exhibit 4 Guideline Public Companies - Income Statement METALS USA INC mui mui FISCAL YEAR END INCOME STATEMENT * 12MM ($ MILLIONS) Jun0 % Dec00 % Dec99 % Dec98 % Dec97 % Dec96 % Sales, net 1,800.400 100 2,021.600 100 1,745.400 100 _____________ METALS USA INC – 57.7% 26.5% NA All data obtained from Standard dr Poor's Compustat database unless othenaise noted. The Coeur d'Alenes Company Exhibit 4 Guideline Public Companies - Balance Sheet METALS USA INC mui FISCAL YEAR END BALANCE SHEET ($ MILLIONS) Jun0l % Dec00 % Dec99 % Dec98 % Dec97 % Dec96 % Cash & Equivalents $11.300 1.0 $3.800 0.3 $4.700 0.4 $9.300 _____________ METALS USA INC – FRIEDMAN IND 116.007 CASTLE(AM)&CO 2.75 OLYMPIC STEEL INC 265,922 STEEL TECHN 438.080 STEEL TECHN 2.76 STEEL TECHN 291,325 OLYMPIC STEEL 462.537 METALS USA INC 3.06 CASTLE(AM)&CO 408.197 CASTLE(AM)&CO 699.207 Coeur d'Alenes Co 3.23 RELIANCE S&ALUM 1,051.737 RELIANC S&ALUM 1,699. _____________ METALS USA INC – 408.197 CASTLE(AM)&CO 699.207 Coeur d'Alenes Co 3.23 RELIANCE S&ALUM 1,051.737 RELIANC S&ALUM 1,699.807 RYERSON TULL INC 3.76 METALS USA INC 1,143.600 METALS USA INC 1,800.400 RELIANCE S&ALUM 3.78 RYERSON TULL INC 1,253.000 WORTHINGTON TND 1,826.099 OLYMPIC STEEL INC 5. _____________ dt 1341422 ;	Olympic Steel Olympic Steel Inc. ( Commodities ) As referenced in this Business Valuation and Financial Advisory Services: Olympic Steel, – the former Specialty Metals Group will be included in an expanded Plates and Shapes Group. Olympic Steel, Inc. Olympic Steel, Inc. is a North American steel service center specializing in processing Olympic Steel, – Metals Group will be included in an expanded Plates and Shapes Group. Olympic Steel, Inc. Olympic Steel, Inc. is a North American steel service center specializing in processing and distribution of OLYMPIC STEEL – unless otherwise noted. The Coeur d'Alenes Company Exhibit 4 Guideline Public Companies - Income Statement OLYMPIC STEEL INC FISCAL YEAR END INCOME STATEMENT* 12MM ($ MILLIONS) Jun01 % Dec00 % Dec99 % Dec98 % Dec97 % Dec96 % Sales, OLYMPIC STEEL – unless otherwise noted. The Coeur d'Alenes Company Exhibit 4 Guideline Public Companies - Balance Sheet OLYMPIC STEEL INC FISCAL YEAR END Balance SHEET * ($ MILLIONS) Jun01 % Dec00 % Dec99 % Dec98 % Dec97 % Dec96 % Cash & Equivalents $ OLYMPIC STEEL – 1.55 FRIEDMAN IND 43.290 FRIEDMAN IND 116.007 CASTLE(AM)&CO 2.75 OLYMPIC STEEL INC 265,922 STEEL TECHN 438.080 STEEL TECHN 2.76 STEEL TECHN 291,325 dt 27119 ; Reliance Steel Reliance Steel & Aluminum Co. ( Commodities ) As referenced in this Business Valuation and Financial Advisory Services: Reliance Steel & Aluminum Co – service center processes of cutting-to-length, slitting, shearing and roll forming and higher value-added processes of blanking, tempering, plate burning, laser welding and precision machining of steel parts. Reliance Steel & Aluminum Co Reliance Steel C Aluminum Co is one of the largest metals service center companies in the United States. The company has a network of 24 divisions and 15 subsidiaries _____________ RELIANCE STEEL & ALUMINUM CO – 265.534 100 $241.130 100 * All data obtained from Standard & Poor's Compustat database unless otherwise noted. The Coeur d'Alenes Company Exhibit 4 Guideline Public Companies - Income Statement RELIANCE STEEL & ALUMINUM CO FISCAL YEAR END INCOME STATEMENT* 12MM (% MILLIONS) Jun0l % Dec00 % Dec99 % Dec98 % Dec97 % Dec96 % Sales,net 1,699.807 100 1,726.665 100 1,511.065 100 1,352. _____________ RELIANCE STEEL & ALUMINUM CO – 3% 20.4% 23.3% All data obtained from Standard Be Poor's Compustat database unless otherwise noted. The Coeur d'Alenes Company Exhibit 4 Guideline Public Companies - Balance Sheet RELIANCE STEEL & ALUMINUM CO FISCAL YEAR END BALANCE SHEET ($ MILLIONS) Jun01 % Dec00 % Dec99 % Dec98 % Dec97 % Dec96 % Cash & Equivalents $12.585 1 $3.107 0 99.862 1 $6.496 1 934.047 6 $ _____________ RELIANCE STEEL & ALUMINUM CO – METALS USA INC $631.245 88.1% 11.9% 29.7% 0.97 0.16 OLYMPIC STEEL INC $145,870 73.7% 26.3% 33.8% 0.24 0.08 RELIANCE STEEL & ALUMINUM CO $1,141.633 40.3% 59.7% 38.7% 0.63 0.45 RYERSON TULL INC $558.500 43.5% 56.5% 40.1% 0.79 0.54 STEEL _____________ dt 1324495 ; More...
$38	Preview Subscribers	2003	AERT Announces Refinancing AERT Announces Refinancing (2K) Doc #177927: Click preview link for longer preview. FOR IMMEDIATE RELEASE Contact: Bob Thayer Assistant to the Chairman 479-756-7400 AERT ANNOUNCES REFINANCING SPRINGDALE, ARK.--(BUSINESS WIRE)--October 14, 2003--Advanced Environmental Recycling Technologies Inc. (Nasdaq: AERTA), completed a $17.0 million refinancing of its previously issued City of Springdale 1999 Industrial Development bonds, the proceeds of which have been escrowed for the last several 177927	AERT Advanced Environmental Recycling Technologies Inc. ( Supplies & Fixtures ) As referenced in this AERT Announces Refinancing: -Advanced Environmental Recycling Technologies – the Chairman 479-756-7400 AERT ANNOUNCES REFINANCING SPRINGDALE, ARK.--(BUSINESS WIRE)--October 14, 2003--Advanced Environmental Recycling Technologies Inc. (Nasdaq: AERTA), completed a $17.0 million refinancing of its previously issued City of dt 28528 ;	Bob Thayer
$39	Preview Subscribers	2004	For Immediate Release For Immediate Release (3K) Doc #211437: Click preview link for longer preview. Press Information For Immediate Release Vitro reaches agreement to sell its stake in Vitro Fibras . . . 211437	Owens Corning Owens Corning ( Supplies & Fixtures ) As referenced in this For Immediate Release: Owens Corning – reaches agreement to sell its stake in Vitro Fibras It sells its 60% share to Owens Corning Transaction amounts to approximately US$71.5 million Proceeds will be used to lower Owens Corning – preliminary agreement to sell its 60 per cent interest in Vitro Fibras, S.A. to Owens Corning for approximately US$71.5 million in cash. Owens Corning currently owns 40 percent of Owens Corning – Vitro Fibras, S.A. to Owens Corning for approximately US$71.5 million in cash. Owens Corning currently owns 40 percent of this Mexican based joint venture, which was formed in 1957. Owens Corning. – United States Bankruptcy Court for the District of Delaware administering the chapter 11 case of Owens Corning. Vitro, S.A. de C.V. (NYSE: VTO; BMV: VITROA), through its subsidiary companies, dt 29064 ;	Vitro Vitro S.A. de C.V. ( Containers & Packaging ) As referenced in this For Immediate Release: vitro, s – of focusing on its Core glass businesses. Garza Garcia, Nuevo Leon, Mexico, January 26, 2004.- Vitro, S .A. de C.V. (NYSE: VTO and BMV: VITROA) announced today that it has vitro, s – Bankruptcy Court for the District of Delaware administering the chapter 11 case of Owens Corning. Vitro, S .A. de C.V. (NYSE: VTO; BMV: VITROA), through its subsidiary companies, is one vitro's – its subsidiaries with access to international markets, distribution channels and state-of-the-art technology. Vitro's subsidiaries have facilities and distribution centers in eight countries, located in North, Central and vitro, s – at: http://www.vitro.com For more information, please contact: (Media Monterrey): Albert Chico Smith Vitro, S . A. de C.V. +52 (81) 8863-1335 achico@vitro.com (Media Mexico D. vitro, s – C.V. +52 (81) 8863-1335 achico@vitro.com (Media Mexico D.F.): Eduardo Cruz Vitro, S . A. de C.V. +52 (55) 5089-6904 ecruz@vitro.com (Financial Community): Beatriz dt 11835
$40	Preview Subscribers	2002	Deferred Compensation Trust [No. 2] Deferred Compensation Trust [No. 2] (42K) Doc #212877: Click preview link for longer preview. {DOCUMENT} {TYPE}EX-1 {SEQUENCE}3 {FILENAME}ex01.txt {DESCRIPTION}EXHIBIT 1 {TEXT} Amended and Restated CONTRAN DEFERRED COMPENSATION TRUST NO. 2 This Amended and Restated Agreement is made this 1st day of August, 2000 by and between Contran Corporation, a Delaware corporation ("Company") and U.S. Bank National Association ("Trustee"); WHEREAS, Company and NationsBank of Texas, N.A. ("Former Trustee") have previously entered into the Contran Deferred Compensation Trust No. 2 dated October 1, 1995 (hereinafter called "Trust"); WHEREAS, NationsBank of Texas, N.A. requested to be removed as trustee of the Trust effective January 2, 1998; WHEREAS, Boston Safe Deposit and Trust Company accepted the appointment as trustee of the Trust effective January 2, 1998; WHEREAS, the Company and then trustee amended and restated the Trust effective January 2, 1998 as the Contran Deferred Compensation Trust No. 2, Amended and Restated; WHEREAS, the restated Trust was amended first on July 16, 1998; WHEREAS, the Company and then trustee further amended and restated the Trust as of January 1, 1999 as the Amended and Restated Contran Deferred Compensation Trust No. 2; WHEREAS, the Company desires to appoint U.S. Bank National Association as successor trustee to the former successor trustee, Boston Safe Deposit and Trust Company, and to amend and restate the Trust to reflect such a change in trustees; WHEREAS, Company has adopted the nonqualified deferred compensation Plan(s) as listed in Appendix A (the "Plans"); WHEREAS, Company has incurred or expects to incur liability under the terms of such Plan(s) with respect to the individuals participating in such Plan(s); WHEREAS, Company has established a Trust and wishes to contribute to the Trust assets that shall be held therein, subject to the claims of Company's creditors in the event of Company's Insolvency, as herein defined, until paid to Plan participants and their beneficiaries in such manner and at such times as specified in the Plan(s); WHEREAS, it is the intention of the parties that this Trust shall constitute an unfunded arrangement and shall not affect the status of the Plan(s) as an unfunded plan maintained for the purpose of providing deferred compensation for a select group of management or highly compensated employees for purposes of Title I of the Employee Retirement Income Security Act of 1974; WHEREAS, it is the intention of Company to make contributions to the Trust to provide itself with a source of funds to assist it in the meeting of its liabilities under the Plan(s); and WHEREAS, for purposes of this Trust Agreement, the term "subsidiary" of Company shall mean an entity that is controlled by Company directly or indirectly through one or more intermediaries; NOW, THEREFORE, the parties do hereby establish the Trust and agree that the Trust shall be comprised, held and disposed of as follows: Section 1. Establishment of Trust. (a) Company deposited with Former Trustee in trust: (i) 260,458 shares of the common stock, par value $0.01 per share, of Valhi, Inc., a Delaware corporation and subsidiary of Company; (ii) 97,065 shares of the common stock, par value $1.00 per share, of Tremont Corporation, a Delaware corporation and subsidiary of Company; and (iii) 134,720 shares of the common stock, par value $1.00 per share, of Keystone Consolidated Industries, Inc., a Delaware corporation and subsidiary of Company; all of which shares became the principal of the Trust to be held, administered and disposed of by Trustee as provided in this Trust Agreement. (b) The Trust hereby established shall be irrevocable. (c) The Trust is intended to be grantor trust, of which Company is the grantor, within the meaning of subpart E, part I, subchapter J, chapter 1, subtitle A of the Internal Revenue Code of 1986, as amended, and shall be construed accordingly. (d) The principal of the Trust, and any earnings thereon shall be held separate and apart from other funds of Company and shall be used exclusively for the uses and purposes of Plan participants and general creditors as herein set forth. Plan participants and their beneficiaries shall have no preferred claim on, or any beneficial ownership interest in any assets of the Trust. Any rights created under the Plan(s) and this Trust Agreement shall be mere unsecured contractual rights of Plan participants and their beneficiaries against Company. Any assets held by the Trust will be subject to the claims of Company's general creditors under federal and state law in the event of Insolvency, as defined in Section 3(a) herein. (e) Company, in its sole discretion, may at any time, or from time to time, make additional deposits of cash or other property in trust with Trustee to augment the principal to be held, administered and disposed of by Trustee as provided in this Trust Agreement. Neither Trustee nor any Plan participant or beneficiary shall have any right to compel such additional deposits. The foregoing shall not modify any obligation of Company under the Plan(s). (f) The parties expressly acknowledge and intend that, except in the event of a change in control as detailed in Section 14(d), Trustee shall serve as a custodial, directed trustee hereunder. Section 2. Payments to Plan Participants and Their Beneficiaries. (a) Company shall deliver to Trustee a schedule (the "Payment Schedule") that indicates the amounts payable in respect of each Plan participant (and his or her beneficiaries), that provides a formula or other instructions acceptable to Trustee for determining the amounts so payable, the form in which such amount is to be paid (as provided for or available under the Plan(s)), and the time of commencement for payment of such amounts. Except as otherwise provided herein, Trustee shall make payments to the Plan participants and their beneficiaries in accordance with such Payment Schedule. The Trustee shall make provision for the reporting and withholding of any federal, state or local taxes as Company shall direct in writing to be withheld with respect to the payment of benefits pursuant to the terms of the Plan(s) and shall promptly pay to the Company in cash such amounts withheld. The Company shall pay such amounts withheld to the appropriate taxing authorities. The Company shall provide the Trustee with specific directions regarding the manner, timing and form of tax reporting to be made to Plan participants and governmental agencies. (b) The entitlement of a Plan participant or his or her beneficiaries to benefits under the Plan(s) shall be determined by Company or such party as it shall designate under the Plan(s), and any claim for such benefits shall be considered and reviewed under the procedures set out in the Plans(s). (c) Company may make payment of benefits directly to Plan participants or their beneficiaries as they become due under the terms of the Plan(s). Company shall notify Trustee of its decision to make payment of benefits 212877	Keystone Keystone Consolidated Industries Inc. ( Supplies & Fixtures ) As referenced in this Deferred Compensation Trust [No. 2]: Keystone Consolidated Industries, – iii) 134,720 shares of the common stock, par value $1.00 per share, of Keystone Consolidated Industries, Inc., a Delaware corporation and subsidiary of Company; all of which shares became the dt 28598 ; Valhi Valhi, Inc. ( Chemical Manufacturing ) As referenced in this Deferred Compensation Trust [No. 2]: valhi, – i) 260,458 shares of the common stock, par value $0.01 per share, of Valhi, Inc., a Delaware corporation and subsidiary of Company; (ii) 97,065 shares of the dt 13050 ; U.S. Bancorp U.S. Bancorp ( Money Center Banks ) As referenced in this Deferred Compensation Trust [No. 2]: U.S. Bancorp – defined in Section 14(d) and Trustee therefore becomes a discretionary trustee hereunder, to the fullest extent permitted by law, Trustee is expressly authorized to (i) retain the services of U.S. Bancorp Piper Jaffray Inc. and/or U.S. Bancorp Investments, Inc., each being affiliates of U.S. Bank National Association, and/or any other registered broker-dealer organization hereafter affiliated with _____________ U.S. Bancorp – becomes a discretionary trustee hereunder, to the fullest extent permitted by law, Trustee is expressly authorized to (i) retain the services of U.S. Bancorp Piper Jaffray Inc. and/or U.S. Bancorp Investments, Inc., each being affiliates of U.S. Bank National Association, and/or any other registered broker-dealer organization hereafter affiliated with U.S. Bank National Association, and any future _____________ dt 1442440 ;	U.S. Bancorp U.S. Bancorp Piper Jaffray Inc. ( Financial ) As referenced in this Deferred Compensation Trust [No. 2]: U.S. Bancorp Piper Jaffray – therefore becomes a discretionary trustee hereunder, to the fullest extent permitted by law, Trustee is expressly authorized to (i) retain the services of U.S. Bancorp Piper Jaffray Inc. and/or U.S. Bancorp Investments, Inc., each being affiliates of U.S. Bank National Association, and/or any other registered broker- _____________ dt 152879 ; U.S. Bank, NA U.S. Bank, NA ( Financial ) As referenced in this Deferred Compensation Trust [No. 2]: U.S. Bank National Association – This Amended and Restated Agreement is made this 1st day of August, 2000 by and between Contran Corporation, a Delaware corporation ("Company") and U.S. Bank National Association ("Trustee"); WHEREAS, Company and NationsBank of Texas, N.A. ("Former Trustee") have previously entered into the Contran Deferred Compensation Trust No. 2 _____________ U.S. Bank National Association – Trust as of January 1, 1999 as the Amended and Restated Contran Deferred Compensation Trust No. 2; WHEREAS, the Company desires to appoint U.S. Bank National Association as successor trustee to the former successor trustee, Boston Safe Deposit and Trust Company, and to amend and restate the Trust to _____________ U.S. Bank National Association, – to (i) retain the services of U.S. Bancorp Piper Jaffray Inc. and/or U.S. Bancorp Investments, Inc., each being affiliates of U.S. Bank National Association, and/or any other registered broker-dealer organization hereafter affiliated with U.S. Bank National Association, and any future successors in interest _____________ U.S. Bank National Association, – Bancorp Investments, Inc., each being affiliates of U.S. Bank National Association, and/or any other registered broker-dealer organization hereafter affiliated with U.S. Bank National Association, and any future successors in interest thereto (collectively, including U.S. Bank National Association, for the purposes of this paragraph referred to _____________ U.S. Bank National Association, – any other registered broker-dealer organization hereafter affiliated with U.S. Bank National Association, and any future successors in interest thereto (collectively, including U.S. Bank National Association, for the purposes of this paragraph referred to as the "Affiliated Entities"), to provide services to assist in or facilitate the purchase _____________ dt 188069
$32	Preview Subscribers	2004	Agreement Regarding Shared Insurance Agreement Regarding Shared Insurance (18K) Doc #221340: Click preview link for longer preview. AGREEMENT REGARDING SHARED INSURANCE This Agreement Regarding Shared Insurance (hereinafter the "Agreement") is made as of the 30th day of October 2003, by and between CompX International Inc. ("CompX") Contran Corporation ("Contran"); Keystone Consolidated Industries, Inc. ("Keystone"); Kronos Worldwide, Inc. ("KI") NL Industries, Inc. ("NL"); Titanium Metals Corp. ("Titanium Metals"); and Valhi, Inc. ("Valhi"); (For convenience, each of the above entities and/or its subsidiaries may be referred to as a "Party," and collectively they may be referred to as the "Parties"). WITNESSETH THAT: WHEREAS, the Parties are affiliated companies that have been, are, and in the future may be insured under a number of shared insurance policies that provide shared limits of available insurance; and WHEREAS, although as of the date of this Agreement the Parties separately and collectively never have exhausted the total limits of insurance coverage available under any shared insurance agreement, the Parties wish to ensure that claims asserted under any of the shared insurance policies by any one Party will not unreasonably deprive other Parties of insurance that may be available to them. AGREEMENTS: NOW, THEREFORE, in full consideration of the foregoing and of the mutual agreements herein contained, and intending to be legally bound, the Parties agree as follows: 1. Definitions The following definitions will apply to the listed terms wherever those terms appear throughout the Agreement as well as in any exhibits or attachments thereto. Moreover, each defined term stated in a singular form shall include the plural form, each defined term stated in plural form shall include the singular form, and each defined term stated in the masculine form or in the feminine form shall include the other. A. "Shared Insurance Policy" shall mean any one or more of the insurance policies listed on Exhibit "A" hereto, as well as any past, present or future insurance policies that provide insurance coverage to all of the Parties to this Agreement and where the policy provides for an aggregate limit for all claims during the policy period. B. "Covered Claim" shall mean any claim for insurance coverage that any Party may assert at any time under any Shared Insurance Policy that is covered in whole or in part under the terms and conditions of the Shared Insurance Policy in question, or that would be covered but for the fact that all available limits of insurance coverage under the Shared Insurance Policy in question already have been exhausted by another claim or claims of any Party. 221340	CompX Int'l CompX International Inc. ( Furniture & Fixtures ) As referenced in this Agreement Regarding Shared Insurance: CompX International – SHARED INSURANCE This Agreement Regarding Shared Insurance (hereinafter the "Agreement") is made as of the 30th day of October 2003, by and between CompX International Inc. ("CompX") Contran Corporation ("Contran"); Keystone Consolidated Industries, Inc. ("Keystone"); Kronos Worldwide, Inc. ("KI") NL Industries, Inc. ("NL"); Titanium Metals Corp. ("Titanium Metals"); _____________ CompX International – for receipt of notices hereunder, notices to the respective Parties shall be sent to the following person by facsimile transmission or overnight courier: CompX International Inc.: Darryl R. Halbert Three Lincoln Centre 5430 LBJ Freeway Suite 1700 Dallas, Texas 75240 (972) 233-1700 phone (972) 448-1419 fax _____________ CompX International – or remedies under or by reason of this Agreement. IN WITNESS WHEREOF, the Parties have executed this Agreement by their duly authorized representatives. CompX International Inc. By: /s/ Darryl Halbert Its: Chief Financial Officer Date: October 31, 2003 Contran Corporation By: /s/ J. Mark Hollingsworth Its: Vice President, _____________ dt 223521 ; Keystone Keystone Consolidated Industries Inc. ( Supplies & Fixtures ) As referenced in this Agreement Regarding Shared Insurance: Keystone Consolidated Industries, – 30th day of October 2003, by and between CompX International Inc. ("CompX") Contran Corporation ("Contran"); Keystone Consolidated Industries, Inc. ("Keystone"); Kronos Worldwide, Inc. ("KI") NL Industries, Inc. ("NL"); Titanium Metals Corp. ("Titanium Keystone Consolidated Industries, – LBJ Freeway Suite 1700 Dallas, Texas 75240 (972) 233-1700 phone (972) 448-1445 fax Keystone Consolidated Industries, Inc. Bert D. Downing, Jr. Three Lincoln Centre 5430 LBJ Freeway Suite 1700 Dallas, Keystone Consolidated Industries, – Corporation By: /s/ J. Mark Hollingsworth Its: Vice President, General Counsel Date: November 10, 2003 Keystone Consolidated Industries, Inc. By: /s/ Bert Downing, Jr. Its: Vice President, CFO Date: October 28, 2003 dt 28619 ; Kronos Worldwide Kronos Worldwide, Inc. ( Chemical Manufacturing ) As referenced in this Agreement Regarding Shared Insurance: Kronos Worldwide, – by and between CompX International Inc. ("CompX") Contran Corporation ("Contran"); Keystone Consolidated Industries, Inc. ("Keystone"); Kronos Worldwide, Inc. ("KI") NL Industries, Inc. ("NL"); Titanium Metals Corp. ("Titanium Metals"); and Valhi, Inc. (" Kronos Worldwide, – LBJ Freeway Suite 1700 Dallas, Texas 75240 (972) 233-1700 phone (972) 448-1408 fax Kronos Worldwide, Inc. Robert D. Graham Three Lincoln Centre 5430 LBJ Freeway Suite 1700 Dallas, Texas Kronos Worldwide, – Industries, Inc. By: /s/ Bert Downing, Jr. Its: Vice President, CFO Date: October 28, 2003 Kronos Worldwide, Inc. By: /s/ Robert D. Graham Its: Vice President, General Counsel Date: November 7, dt 59149 ;	NL Industries NL Industries, Inc. ( Chemical Manufacturing ) As referenced in this Agreement Regarding Shared Insurance: nl industries, – International Inc. ("CompX") Contran Corporation ("Contran"); Keystone Consolidated Industries, Inc. ("Keystone"); Kronos Worldwide, Inc. ("KI") NL Industries, Inc. ("NL"); Titanium Metals Corp. ("Titanium Metals"); and Valhi, Inc. ("Valhi"); (For convenience, each nl industries, – LBJ Freeway Suite 1700 Dallas, Texas 75240 (972) 233-1700 phone (972) 448-1445 fax NL Industries, Inc. Robert D. Graham Three Lincoln Centre 5430 LBJ Freeway Suite 1700 Dallas, Texas nl industries, – Inc. By: /s/ Robert D. Graham Its: Vice President, General Counsel Date: November 7, 2003 NL Industries, Inc. By: /s/ Robert D. Graham Its: Vice President, General Counsel Date: November 7, dt 19310 ; TiMet Titanium Metals Corp. ( Metal Mining ) As referenced in this Agreement Regarding Shared Insurance: Titanium Metals Corp. – Corporation ("Contran"); Keystone Consolidated Industries, Inc. ("Keystone"); Kronos Worldwide, Inc. ("KI") NL Industries, Inc. ("NL");