ASSET PURCHASE AGREEMENT
DATED JANUARY 18, 2002
BY AND AMONG
SPINNAKER INDUSTRIES, INC.,
SPINNAKER COATING, INC.,
SPINNAKER COATING-MAINE, INC.
SP ACQUISITION, LLC
Unless otherwise indicated, the terms used herein have the meanings given to them in the Asset Purchase
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.
TRANSAMERICA ENCUMBRANCES RELATING TO REAL ESTATE
1. Open-End Mortgage, Assignment of Rents and Security Agreement for Brown-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, 1