EX-99.1 3 dex991.htm LETTER OF MAYER, BROWN, ROWE & MAW LLP LETTER OF MAYER, BROWN, ROWE & MAW LLP

Exhibit 99.1

 

MAYER, BROWN, ROWE & MAW LLP

 

1675 Broadway

New York, New York 10019-5820

 

Richard A. Spehr   Main Telephone

Direct Dial (212) 506-2578

  (212) 506-2500

Direct Fax (212) 849-5578

  Main Fax     

rspehr@mayerbrownrowe.com

  (212) 262-1910

 

December 3, 2003

 

BY CERTIFIED MAIL RETURN RECEIPT REQUESTED

 

Michael Sudarsky, Esq.

Murtha, Cullina LLP

CityPlace I

185 Asylum Street

Hartford, CT 06103-3469

 

Vivian Wenhuey Chen Huang

August Financial Holding Company, Inc.

150 Lincoln Street

Boston, MA 02111

 

Corcap, Inc.

Attention: Millard H. Pryor, Jr.,

or such other person

designated to accept

notice on behalf of Corcap, Inc.

90 State House Square

Hartford, CT 06103-3270

 

  Re: Notice of Claim for Indemnification

 

Ladies & Gentlemen:

 

We refer to the Asset Purchase Agreement, dated July 1, 1991 (the “Agreement”), among Corcap, Inc., Acadia Polymers, Inc., Acadia Central, Inc., Acadia Eastern, Inc., and Acadia Virginia, Inc. (“Sellers”) and JM Clipper Polymers Corporation (the “Buyer”). Unless otherwise defined herein, terms defined in the Agreement are used in this Notice of Claim for Indemnification with the meanings ascribed in the Agreement.

 

Brussels Charlotte Chicago Cologne Frankfurt Houston London Los Angeles Manchester New York Palo Alto Paris Washington, D.C. Independent Mexico City Correspondent: Jauregui, Navarrete, Nader y Rojas, S.C.

 

Mayer, Brown, Rowe & Maw LLP operates in combination with our associated English limited liability partnership in the offices listed above

 


MAYER, BROWN, ROWE & MAW LLP

 

Michael Sudarsky, Esq.

Vivian Wenhuey Chen Huang

Corcap, Inc.

December 3, 2003

Page 2

 

This letter hereby serves as notice that Acadia Elastomers Corporation (“Acadia”), as successor to the Buyer, asserts a Claim for Indemnification in accordance with Sections 7.1 and 7.3 of the Agreement. Acadia hereby notifies you that an indemnifiable Claim has been brought against Acadia by a third-party, Bert Vandermar, for which Sellers must indemnify Acadia, as successor to the Buyer, pursuant to Section 7.1 of the Agreement for any Losses that it may incur.

 

Mr. Vandermar served Acadia with summons and complaint, filed in the State of Illinois Circuit Court of the Third Judicial Circuit, Madison County, No. 03-L-1014, in the names of Western Acadia and Western Felt Works, alleging, inter alia, that he was exposed to and damaged by asbestos and products containing asbestos while working at the Western Acadia/Western Felt Works facility located at 4115 West Ogden Avenue, Chicago, Illinois. He (or his estate) is seeking damages for such alleged exposures and injuries from Acadia.

 

Mr. Vandermar’s alleged exposures and injuries occurred prior to the Closing Date of the Agreement. Therefore, Acadia, as successor to the Buyer, is seeking indemnification from Sellers pursuant to Sections 7.1 and 7.3 of the Agreement, wherein Sellers agreed to jointly and severally indemnify, protect, defend and hold harmless Buyer and its successors against all Losses. It is Acadia’s contention that each of Mr. Vandermar’s claims falls within the scope of Sections 7.1 and 7.3 of the Agreement.

 

Attached please find copies of the summons and complaints served upon Acadia.

 

This letter is not intended to be exhaustive. Nothing contained in this letter shall limit or waive any defense, claim, counterclaim or other right of Acadia under or in connection with the Agreement and all such defenses, claims, counterclaims and other rights are hereby expressly reserved.

 

Sincerely yours,
/s/    RICHARD A. SPEHR        

Richard A. Spehr